UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File No: 001-31590
PROTEXT MOBILITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 11-3621755 | |
| (State or other jurisdiction of Incorporate or organization) | (I.R.S. Employer Identification No.) | |
| 60 Queens Street, Syosset, NY | 11791 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(516) 802-0223
(Former name or former address, if changed since last report)
Securities registered pursuant to section 12(b) of the Exchange Act: None
Securities registered pursuant to section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 ¨
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 ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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.
| Large accelerated filer ¨ | Accelerated Filer ¨ | Non-accelerated Filer ¨ | Smaller reporting company | |||
(Do not check if 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 ¨ No x
As of June 30, 2011, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol "TXTM" as quoted on the National Association of Securities Dealers Inc. OTC Bulletin Board of $0.07 was approximately $14,729,383. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
APPLICABLE ONLY TO CORPORATE ISSUERS
Number of registrant’s shares of common stock outstanding at April 13, 2012 was 192,421,812.
Documents incorporated by reference : None.
Explanatory Note
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the period ended December 31, 2011 (the “Form 10-K”), originally filed with the Securities and Exchange Commission on April 16, 2012, is to furnish Exhibit 101 to the Form 10-K, as required by Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, 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 Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| PROTEXT MOBILITY, INC. | ||
| By: | /s/ Peter Charles | |
| Peter Charles, Interim Chief Executive Officer, Chief Operating Officer, and Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Peter Charles | Chief Operating Officer and Interim Chief Executive Officer | April 20, 2012 | ||
| Peter Charles | (Principal Executive Officer) | |||
| /s/ Erica Zalbert | Chief Financial Officer | April 20, 2012 | ||
| Erica Zalbert | (Principal Accounting Officer) | |||
| /s/ Frank Chester | Director | April 20, 2012 | ||
| Frank Chester | ||||
| /s/ David Lewis | Director | April 20, 2012 | ||
| David Lewis |
ITEM 16. EXHIBITS
Exhibit No. | Description | |
| 1 | XBRL INSTANCE DOCUMENT | |
| 2 | XBRL TAXONOMY EXTENSION SCHEMA | |
| 3 | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |
| 4 | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | |
| 5 | XBRL TAXONOMY EXTENSION LABEL LINKBASE | |
| 6 | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
