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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2006
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
718 University Ave., Suite 202 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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(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 240.13(c))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
We have received a deficiency letter from the American Stock Exchange
(Amex) dated July 14, 2006, advising that, based upon its review of our
financial statements included in our Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2006, we are not in compliance with Amex' continued listing
requirements. Specifically, we are not in compliance with Section 1003(a)(iii)
of the Amex Company Guide, because our stockholders' equity is less than
$6,000,000 and we sustained losses from continuing operations and/or net losses
in our five most recent fiscal years.
We intend to submit a plan to Amex which will outline our plans to regain
compliance with Amex' continued listing requirements. We expect to submit this
plan on or before August 14, 2006, and otherwise comply with all requirements
set forth by Amex. Final approval of this plan is subject to the discretion of
Amex.
On July 17, 2006, we issued a press release announcing the matters
discussed above. The full text of the press release is attached as Exhibit 99.1
to this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press release dated July 17, 2006
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: July 17, 2006 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
Chief Executive Officer