Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Bitzio, Inc. | Financial_Report.xls |
| EX-31.1 - CERTIFICATION - Bitzio, Inc. | btzo_ex311.htm |
| EX-32.1 - CERTIFICATION - Bitzio, Inc. | btzo_ex321.htm |
| EX-32.2 - CERTIFICATION - Bitzio, Inc. | btzo_ex322.htm |
| EX-31.2 - CERTIFICATION - Bitzio, Inc. | btzo_ex312.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 000-51688
BITZIO, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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16-1734022
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification Number)
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548 Market Street, Suite 18224 San Francisco, CA
(Address of principal executive offices)
(213) 400-0770
(Registrant’s telephone number, including area code)
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N/A
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(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 Securities 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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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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 x
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:63,414,821 shares of common stock, par value $0.001 per share, outstanding as of August 14, 2012.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the quarterly report on Form 10-Q of Bitzio, Inc. (the “Company”) for the quarterly period ended June 30, 2012, as originally filed with the Securities and Exchange Commission on August 14, 2012 (the “Original Form 10-Q”), is solely to furnish Exhibit 101 to the Original Form 10-Q in accordance with Rule 405 of Regulation S-T.
Exhibit 101 consists of the following materials from the Company’s Original Form 10-Q formatted in XBRL (eXtensible Business Reporting Language):
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Extension Schema Document**
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101.CAL
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XBRL Extension Calculation Linkbase Document**
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101.DEF
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XBRL Extension Definition Linkbase Document**
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101.LAB
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XBRL Extension Labels Linkbase Document**
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101.PRE
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XBRL Extension Presentation Linkbase Document**
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This Amendment No. 1 does not reflect events occurring after August 14, 2012 and does not update or modify in any way the consolidated results of operations, financial position, cash flows or other disclosures in the Company’s Original Form 10-Q.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-Q under Item 6 of Part II.
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
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Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 19, 2005).
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3.2
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Certificate of Amendment to Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Form 8-K filed on May 23, 2012).
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3.3
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Bylaws (incorporated by reference from Exhibit 3.2 to the registrant’s Form 10-SB filed with the Securities and Exchange Commission on December 19, 2005).
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10.1
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Form of Share Purchase Agreement with Manny Bains, Tejinder Gill and Brendan Shaw (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 31, 2012.)
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10.2
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Consulting Agreement with Latin American Futbol Corp., a corporation incorporated under the laws of Florida (incorporated by reference from Exhibit 10.2 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on May 31, 2012).
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10.3
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Share Sale and Share Purchase Agreement, dated June 4, 2012 by and among the Company, Innoflow GMBH and Bermet GMBH.
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31.1
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Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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31.2
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Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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32.1
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Certification of the Company’s Principal Executive Officer pursuant to 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 | Certification of the Company’s Principal Financial Officer pursuant to 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 **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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__________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BITZIO, INC.
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Dated: September 10, 2012
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By:
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/s/ William Schonbrun
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William Schonbrun
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Chief Executive Officer
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By:
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/s/ Robert W. Garnett
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Robert W. Garnett
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Chief Financial Officer
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