Attached files

file filename
EX-99.1 - AUDITED FINANCIAL STATEMENTS - SPINDLE, INC.spdl_ex991.htm
EX-23.1 - INDEPENDENT AUDITORS' CONSENT - SPINDLE, INC.spdl_ex231.htm
EX-99.2 - UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS - SPINDLE, INC.spdl_ex992.htm




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K/A

Amendment No. 1


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): January 9, 2014


Spindle, Inc.

(Exact name of registrant as specified in Charter)

 

Nevada

 

333-145088

 

20-8241820

(State or other jurisdiction of

 incorporation)

 

(Commission

 File No.)

 

(IRS Employer Identification

 No.)

 

8700 East Vista Bonita Drive, Suite 260

Scottsdale, AZ 85255

(Address of Principal Executive Offices)

 

480-335-7351

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 













Introductory Note


This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Spindle, Inc. (the “Company”) with the Securities and Exchange Commission on January 9, 2014 (the “Original 8-K”), announcing the completion of its acquisition of Y Dissolution, Inc., a Delaware corporation (formerly known as Yowza International, Inc.) (“Yowza”). The information previously reported in the Original 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A. This Current Report on Form 8-K/A amends Item 9.01 of the Original 8-K to provide the audited financial statements of Yowza for the fiscal year ended December 31, 2012, and the audited pro forma financial information relative to the acquisition of Yowza for the fiscal year ended December 31, 2012, as required pursuant to Items 9.01(a), 9.01(b) and 9.01(d).

 

Item 9.01 Financial Statements and Exhibits.


The following financial statements are included in this Current Report on Form 8-K/A:


(a) Financial Statements of Business Acquired


Audited Financial Statements of Yowza for the fiscal years ended December 31, 2013 and 2012 are attached hereto as Exhibit 99.1.


(b) Pro Forma Financial Information


Audited Pro Forma Condensed Financial Statements of the Company, after giving effect to the acquisition of Yowza, for the fiscal years ended December 31, 2013 and 2012 are attached hereto as Exhibit 99.2.


(d) Exhibits.


The following exhibits are attached herewith:


Exhibit No.

 

Description

 

 

 

23.1

 

Independent Auditors’ Consent,  LL Bradford & Company, dated March 21, 2014

 

 

 

99.1

 

Audited Financial Statements of Yowza for the fiscal year ended December 31, 2012.

 

 

 

99.2

 

Unaudited Pro Forma Condensed Financial Statements of the Company, after giving effect to the acquisition of Yowza for the fiscal year ended December 31, 2013 and 2012.













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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Spindle, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Spindle, Inc.

(Registrant)

 

 

 

 

Date:  March 21, 2014

By:      

/s/ William Clark

 

 

William Clark

 

 

Chief Executive Officer






































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