U.S. SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-K/A
 


AMENDMENT No. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number 000-51384
 

InterMetro Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)

       
Nevada
   
88-0476779
            
(State of Incorporation)
 
(IRS Employer Identification No.)
 
 
2685 Park Center Drive, Building A
Simi Valley, California 93065
(Address of principal executive offices) (Zip Code)
 
(805) 433-8000
(Registrant’s telephone number, including area code)
 
______________
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001 par value
 
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  ý
 
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  ý No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ý
 
Indicate by check mark whether the registrant is a large accelerated file, an accelerated file, a non-accelerated filer, or a smaller reporting company.  See the definition 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     x
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨  No  ý
 
The aggregate market value of voting stock held by non-affiliates of the registrant, based upon the average of the bid and ask prices reported by the OTC Bulletin Board on March 31, 2009, was approximately $361,000.
 
There were 65,643,901 shares outstanding of the registrant’s Common Stock as of  March 31, 2009.

 

 
 
Explanatory Paragraph
 
The purpose of this Form 10-K/A is to amend Exhibits 31.1 and 31.2 to include subpart (b) of the fourth paragraph of the certification in the exact form required by 601(b)(31) of Regulation S-K.
 
For the purpose of this Form 10-K/A, the exhibits have been restated in their entirety.  Except as stated herein, no other revisions are being made in the Company’s 2008 Form 10-K and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the 2008 Form 10-K.  Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the 2008 Form 10-K.
 
Item 13. Exhibits
 
(a)  
An Exhibit Index listing exhibits that are being filed with this Form 10-K/A appears immediately following the signature page.
 


 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.

     
   
INTERMETRO COMMUNICATIONS, INC.
     
Dated:  December 11, 2009                                        
By:  
/s/ Charles Rice                       
   
Charles Rice, Chairman of the Board,
   
Chief Executive Officer, and President
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

       
By:  
/s/ Charles Rice
                                          
Dated: December 11, 2009
 
Charles Rice, Chairman of the Board,
   
 
Chief Executive Officer, and President
   
       
By:  
/s/ David Olert
 
Dated: December 11, 2009
 
David Olert
   
 
Chief Financial Officer
   
       
By:  
/s/ Jon deOng
 
Dated: December 11, 2009
 
Jon deOng
   
 
Chief Technology Officer and Director
   
       
By:  
/s/ Joshua Touber
 
Dated: December 11, 2009
 
Joshua Touber
   
 
Director
   
       
By:  
/s/ Robert Grden
 
Dated: December 11, 2009
 
Robert Grden
   
 
Director
   
       
By:  
/s/ Douglas Benson
 
Dated: December 11, 2009
 
Douglas Benson
   
 
Director
   
 


 
Exhibit Index
 
Exhibit Number
Description
   
31.1
31.2
 

 
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