Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - IMMEDIATEK INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
( Amendment No. 1 )
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from to
Commission file number: 000-26073
IMMEDIATEK, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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86-0881193
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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3301 Airport Freeway, Suite 200
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Bedford, Texas
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76021
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(Address of principal executive offices)
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(Zip code)
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(888) 661-6565
(Issuer’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ
As of November 11, 2011, the issuer had 15,865,641 shares of common stock outstanding.
EXPLANATORY NOTE
Due to an unanticipated technical issue that Immediatek, Inc. (the "Company") experienced when submitting its interactive data file, the Company is relying on the temporary hardship
exemption provided by Rule 201 of Regulation S-T. In accordance with such exemption, the date by which the interactive data file is required to be submitted is extended by six business
days.
The sole purpose of this Amendment No. 1 to Immediatek, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 14, 2011 (the “Form 10-Q”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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Item 6.
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Exhibits.
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The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K.
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Exhibit
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Number
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Description of Exhibit
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3.1
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Amended and Restated Articles of Incorporation of the Registrant, dated as of June 2, 2006 and filed with the Secretary of State of the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
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3.2
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Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
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4.1
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Form of common stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
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4.2
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Amended and Restated Certificate of Designation, Rights and Preferences of Series A Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.1 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
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4.3
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Form of stock certificate for Series A Convertible Preferred Stock (filed as Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
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4.4
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Amended and Restated Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.2 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
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4.5
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Form of stock certificate for Series B Convertible Preferred Stock (filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for year ended December 31, 2008 (filed on March 31, 2009) and incorporated herein by reference).
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31.1
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*
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
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31.2
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*
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
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32.1
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*
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Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
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32.2
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*
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Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
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| 101.INS** | XBRL Instance Document | |||
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |||
*These exhibits were previously filed as exhibits to Immediatek, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 14, 2011
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: November 15, 2011
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IMMEDIATEK, INC.,
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a Nevada corporation
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By:
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/s/ TIMOTHY RICE
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Name:
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Timothy Rice
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Title:
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Chief Executive Officer
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(On behalf of the Registrant and as Principal
Executive Officer) |
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Date: November 15, 2011
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By:
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/s/ DEBORAH A. BASTIAN
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Name:
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Deborah A. Bastian
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Title:
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Chief Financial Officer
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(On behalf of the Registrant and as Principal
Financial Officer)
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