SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q/A
Amendment No.1
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934
 
For the fiscal quarterly period ended June 30, 2011
 
Commission file number 000-53851
 
CommerceTel Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
 
26-3439095
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
8929 Aero Drive, Suite E
San Diego, CA  92123
 (Address of Principal Executive Offices & Zip Code)
 
(866) 622-4261
(Telephone Number)
 
Dennis Becker
CommerceTel Corporation.
8929 Aero Drive, Suite E
San Diego, CA  92123
 
Telephone & Facsimile (866) 622-4261
 
(Name, Address and Telephone Number of Agent for Service)
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
 
 
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 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 o 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. (Check one):
 
Large accelerated filer
 o
 
Accelerated filer
o
Non-accelerated filer 
 o
 
Smaller reporting company 
x
 
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
 
As of August 15, 2011, the registrant had 22,314,150 shares of common stock issued and outstanding.

 
 



 
 
EXPLANATORY NOTE
 
This amendment to the Quarterly Report on Form 10-Q of CommerceTel Corporation (the "Form 10-Q") is being filed to include in the exhibit index a reference to the XBRL files only. No other changes were made to the Form 10-Q.
 
 
 

 
 
Item 6.
Exhibits.

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

     
       
CommerceTel Corporation
     
     
Date: September 1, 2011
 
By:
 
/s/Dennis Becker
       
Dennis Becker
       
Chief Executive Officer
       
(Principal Executive Officer)
     
Date: September 1, 2011
 
By:
 
/s/Matthew Szot
       
Matthew Szot
       
Chief Financial Officer
       
(Principal Financial Officer)
 
 
 

 

Exhibit Index
 
Exhibit Number
 
Description
     
4.1   Form of Warrant*
4.2   Secured Subordinated Promissory Note Dated as of April 1, 2011**
10.1    Asset Purchase Agreement dated as of March 3, 2011 by and among the Company, Adsparq Limited and certain shareholders identified therein*
10.2   Form of Subscription Agreement*
10.3   Acquisition Agreement dated April 8, 2011, by and among the Company, Mobile Visions, Inc., Mobivity LLC and the shareholders identified therein**
31.1
 
Certification of Dennis Becker, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
 
Certification of Matthew Szot, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
 
Certification of Dennis Becker, Chief Executive Officer, and Matthew Szot, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS   XBRL Instance Document***
101.SCH   XBRL Taxonomy Extension Schema***
101.CAL   XBRL Taxonomy Extension Calculation Linkbase***
101.DEF   XBRL Taxonomy Extension Definition Linkbase***
101.LAB   XBRL Taxonomy Extension Label Linkbase***
101.PRE   XBRL Taxonomy Extension Presentation Linkbase***
 
*         Incorporated by reference to the Company's Quarterly Report Form 10-Q for the quarter ended June 30, 2011.
**       Incorporated by reference to the Company's Current Report on Form 8-K filed April 11, 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 Exchange Act of 1934 and otherwise are not subject to liability.