UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2011
[ ]
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)
Nevada
16-1734022
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
548 Market Street, Suite 18224, San Francisco, California 94104
(Address of principal executive offices)
(213) 400-0770
(Registrant's telephone number, including area code)
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 past 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class
Outstanding as of August 15, 2011
Common Stock, $0.001 par value
38,750,000
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EXPLANATORY NOTE
Bitzio, Inc. is filing this Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission (“SEC”) September 9, 2011, for the sole purpose of furnishing the XBRL Interactive Data Files on Exhibit 101.
No other Changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak 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 any related disclosures made in the form 10-Q.
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PART II — OTHER INFORMATION
Item 1.
Legal Proceedings
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
Item 1A.
Risk Factors
This item is not required for a smaller reporting company.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
This item is not applicable.
Item 3.
Defaults Upon Senior Securities
This Item is not applicable.
Item 4.
Removed and Reserved
Item 5.
Other Information
On April 29, 2011, pursuant to action taken by our sole remaining director, Steven D. Moulton, the Board of Directors appointed Gordon McDougall to become and serve as a director of the Company. Mr. McDougall fills a vacancy on the Board created by the resignation of Jacob Colby as a director on April 25, 2011. Mr. Colby resigned for personal reasons.
The Board of Directors also appointed Mr. McDougall as our President and Chief Executive Officer, replacing Moulton in those positions. Mr. Moulton remains as our Secretary / Treasurer. There were no understandings or arrangements with any person regarding Mr. McDougall’s appointment as a director, President and Chief Executive Officer.
Effective May 19, 2011, the Registrant effected a four-for-one forward-split of the shares of its common stock. All references to common stock activity in these financial statements have been retroactively restated so as to incorporate the effects of this stock-split.
On June 23, 2011, the Company issued 750,000 to various consultants for services to be performed over the succeeding 12 months. The shares were valued at the trading price on the issuance date of $0.39 per share, for a total value of $292,500, and are being amortized over the six-month service period.
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Item 6.
Exhibits
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2
Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS * |
| XBRL Instance Document |
101.SCH * |
| XBRL Taxonomy Extension Schema Document |
101.CAL * |
| XBRL Taxonomy Extension Calculation Linkbase Document |
1.01 LAB * |
| XBRL Extension Labels Linkbase Document |
101.PRE * |
| XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF * |
| XBRL Taxonomy Extension Definition Linkbase Document |
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.
BITZIO, INC.
Date: September 12, 2011
By: /S/ GORDON MCDOUGALL
Gordon McDougall
President, C.E.O. and Director
By: /S/ STEVEN M. MOULTON
Steven M. Moulton
Secretary / Treasurer and Director
(Principal Accounting Officer)
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