Form: 10-Q/A

Quarterly report pursuant to Section 13 or 15(d)

November 21, 2011

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q/A
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934
 
For the fiscal quarterly period ended September 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 x   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 November 14, 2011, the registrant had 22,514,308 shares of common stock issued and outstanding.
 
 
 
 
 
    The purpose of this Amendment No. 1 to CommerceTel Corporation’s 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 solely to correct errors in and to furnish revised XBRL Documents in Exhibit 101 to the Form 10-Q.  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.
 
 
-1-
 
Part II Other Information


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: November 21, 2011
 
By:
  
/s/Dennis Becker
       
Dennis Becker
       
Chief Executive Officer
       
(Principal Executive Officer)
     



Exhibit Index
 
Exhibit Number
  
Description
31.1
 
Certification of Dennis Becker, Chief Executive 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
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
 
XBRL Instance Document**
XBRL Taxonomy Extension Schema**
XBRL Taxonomy Extension Calculation Linkbase**
XBRL Taxonomy Extension Definition Linkbase**
XBRL Taxonomy Extension Label Linkbase**
XBRL Taxonomy Extension Presentation Linkbase**
 
*   Incoporated by reference to CommerceTel Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 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.