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 QUARTERLY PERIOD ENDED JUNE 30, 2005
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 NUMBER 011-15489
EPIXTAR CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0722193
- ------------------------------------------------ -------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
11900 BISCAYNE BOULEVARD, SUITE 700
MIAMI, FLORIDA 33181
- ------------------------------------------------ -------------------------------------
(Address of principal executive offices) (Zip Code)
305-503-8600
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5 (d) of the Securities Exchange Act of l934
during the preceding l2 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| NO |X|
The number of shares of the registrant's common stock, $0.001 par value,
outstanding as of August 15, 2005, was 12,344,066 shares.
1
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
All the Company's current materially significant legal proceedings arise out of
its ISP business. While the results of these proceedings cannot be predicted
with certainty, management believes that the final outcome of these proceedings
and their settlement will not have a material adverse effect on the Company's
consolidated financial statements, results of operations or cash flows, as the
Company no longer actively markets its ISP business and the Company believes it
is in substantial compliance with the law.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Please refer to Form 8-K filed with the Securities and Exchange Commission on
July 15, 2005, which is incorporated herein by reference.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2005, the Company filed with the
Securities and Exchange Commission Current Reports on Form 8-K on April 26, May
5, June 28 and June 29, 2005.
ITEM 6. EXHIBITS
(a) Exhibits:
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
4.14.1 * Form of Epixtar Securities Purchase Agreement with Laurus Master
Fund, Ltd.
4.14.2 * Form of Epixtar Secured Convertible Term Note
4.15.1 * Form of Amendment Agreement with Laurus
4.15.2 * Form of Reaffirmation and Ratification Agreement with Laurus
10.18 * Form of Epixtar Settlement Agreement with SER Solutions, Inc.
10.19 * Form of Epixtar Consulting Agreement with Realization Services,
Inc.
10.20.1 * Form of Epixtar Payment Agreement with former Innovative
Marketing Strategies, Inc. shareholders
10.20.2 * Form of Epixtar Payment Agreement with DDM Consulting, Inc.
re: Assumed Debt
10.20.3 * Form of Epixtar Payment Agreement with DDM Consulting
re: Commissions
10.20.4 * Form of Epixtar Broker Agreement with DDM Consulting, Inc
11 ** Statement re Computation of Per Share Earnings is incorporated
by reference to Part I., Item 1. Financial Statements, Note 8,
Earnings (Loss) Per Share.
2
EXHIBIT NO. DESCRIPTION OF DOCUMENT - CONT.
- ----------- -------------------------------
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
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
32.2 Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
* Incorporated by reference to Form 10-Q for the quarter ended June 30, 2005,
filed with the SEC on August 22, 2005.
** Incorporated by reference to Form 10-Q/A for the quarter ended June 30, 2005,
filed with the SEC on August 23, 2005.
3
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.
EPIXTAR CORP.
(Registrant)
Dated: By: /s/ Irving Greenman
August 23, 2005 Irving Greenman,
-------------------------------------
President and Chief Financial Officer
4