As a result of services provided to larger business users, our business can depend on one or a few major customers, which could potentially expose the Company to concentration of credit risk. Our revenue and receivables are comprised principally of amounts due from customers throughout the United States.
History of Operating Losses
The following tables present our net income (loss) and cash provided by or used in operating activities for the periods indicated.
|
|
|
For the Three Months Ended June 30,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
Net income (loss)
|
|
$
|
(183,664
|
)
|
|
$
|
158,443
|
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(78,851
|
)
|
|
$
|
404,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
Net loss
|
|
$
|
(481,928
|
)
|
|
$
|
(145,462
|
)
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(150,562
|
)
|
|
$
|
310,881
|
|
Our existence and operations are dependent upon our ability to generate sufficient funds from operations to fund operating activities.
We funded our operations during the three and six months ended June 30, 2014, from the revenue generated by Officeware and the remaining proceeds from the settlement of a lawsuit settled in the second quarter of 2013. With the planned operating expense reductions in place for 2014, management estimates that the Company will generate sufficient funds from operations to fund future operating activities, though the Company anticipates that any excess funds generated would be reinvested into the Company through our increased investment in infrastructure, marketing, sales operations, capital expenditures and research and development.
Our Objectives and Areas of Focus
Officeware – Increase Users
. We are focused on increasing the number of users of the various online back-up, file storage and other web-based services for individuals, businesses and governmental organizations offered through Officeware. We may pursue aggressive advertising campaigns or other promotions primarily aimed at new users, along with utilizing third party value added resellers.
Acquisitions
. We may identify and pursue potential acquisition candidates in order to support our strategy of growing and diversifying our business through selective acquisitions. No assurances can be given, however, that we will be able to successfully identify any potential targets or, when potential targets are identified, consummate their acquisition.
Strategic Alternatives
. In February 2014, the Company retained GuideCap Partners LLC as its financial advisor to assist it in exploring and evaluating a broad range of strategic alternatives. No decision has been made to enter into any transaction at this time, and there can be no assurances that this evaluation will result in any specific transactions.
Challenges and Risks
Operating in the e-commerce area provides unique opportunities; however, challenges and risks accompany those opportunities. Our management has identified the following material challenges and risks that will require substantive attention from our management (
see
“Liquidity and Capital Resources and Financial Position—Liquidity” beginning on page 13).
Utilizing Funds on Hand in a Manner that is Accretive
. If we do not manage our assets aggressively and apply available capital judiciously, we may not generate sufficient cash from our operating activities to fund our operations going forward, which would require us to seek additional funding in the future.
Growing Users
. In order to be successful with the products and services offered through Officeware, we will be required to attract new customers and deepen our current customer relationships. Our largest clients require customized solutions, which in turn requires us to anticipate their needs.
Competition
. There are companies in this industry that have far more financial resources and a larger market share than us. In order to compete with these companies, we will be required to be innovative and create more attractive functions and features while maintaining a competitive price structure.
Additionally, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on March 31, 2014.
Challenges and risks, including those described above, if not properly addressed or managed, may have a material adverse effect on our business. Our management, however, is endeavoring to properly manage and address these challenges and risks.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP in the United States of America, which requires management to make estimates, judgments and assumptions with respect to the amounts reported in the consolidated financial statements and in the notes accompanying those financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, however, have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. We believe that the most critical accounting policies and estimates relate to the following:
|
|
·
|
Convertible Securities
. From time to time, we have issued, and in the future may issue, convertible securities with beneficial conversion features. We account for these convertible securities in accordance with
ASC Topic 470,
Beneficial Conversion Feature
.
|
|
|
·
|
Revenue Recognition
.
Officeware generates revenue primarily from monthly fees for the services and products that it offers. While revenues for Officeware’s FilesAnywhere.com product are often received in advance of providing the applicable service, the Company defers recognizing such revenues until the service has been performed. Revenues for Officeware’s custom products for large enterprises are often received after such services are provided. The Company recognizes such revenues when service has been provided and collection is reasonably assured.
|
|
|
·
|
Goodwill
. We assess goodwill for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill for impairment, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of the reporting unit is less than its carrying amount, we proceed to the second step of the review process to calculate the implied fair value of the reporting unit goodwill in order to determine whether any impairment is required. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, we use industry and market data, as well as knowledge of the industry and our past experiences. We base our calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, we use internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; and estimated discount rates. We base these assumptions on our historical data and experience, and our expectations.
|
While our estimates and assumptions are based upon our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from those estimates and assumptions.
Operations Review
The Three Months Ended June 30, 2014 Compared to
the Three Months Ended June 30, 2013
|
|
|
For the Three Months Ended June 30,
|
|
|
2014 vs 2013
|
|
|
|
2014
|
|
|
2013
|
|
|
Fav/(Unfav)
Variance
|
|
|
% Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
824,119
|
|
|
$
|
783,651
|
|
|
$
|
40,468
|
|
|
|
5.16
|
%
|
|
Cost of revenues
|
|
|
(280,764
|
)
|
|
|
(376,809
|
)
|
|
|
96,045
|
|
|
|
25.49
|
%
|
|
Gross margin
|
|
|
543,355
|
|
|
|
406,842
|
|
|
|
136,513
|
|
|
|
33.55
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
190,317
|
|
|
|
223,562
|
|
|
|
33,245
|
|
|
|
14.87
|
%
|
|
Sales and marketing
|
|
|
176,681
|
|
|
|
300,161
|
|
|
|
123,480
|
|
|
|
41.14
|
%
|
|
General and administrative
|
|
|
267,289
|
|
|
|
265,965
|
|
|
|
(1,324
|
)
|
|
|
(0.50
|
%)
|
|
Non-cash consulting expense-related party
|
|
|
10,500
|
|
|
|
10,500
|
|
|
|
-
|
|
|
|
-
|
|
|
Depreciation and amortization
|
|
|
80,377
|
|
|
|
81,715
|
|
|
|
1,338
|
|
|
|
1.64
|
%
|
|
Total expenses
|
|
|
725,164
|
|
|
|
881,903
|
|
|
|
156,739
|
|
|
|
17.77
|
%
|
|
Net operating income (loss)
|
|
|
(181,809
|
)
|
|
|
(475,061
|
)
|
|
|
293,252
|
|
|
|
61.73
|
%
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlement income
|
|
|
-
|
|
|
|
633,334
|
|
|
|
(633,334
|
)
|
|
|
(100.00
|
%)
|
|
Other income
|
|
|
796
|
|
|
|
-
|
|
|
|
796
|
|
|
|
100.00
|
%
|
|
Interest income
|
|
|
41
|
|
|
|
170
|
|
|
|
(129
|
)
|
|
|
(75.88
|
%)
|
|
Total other income
|
|
|
837
|
|
|
|
633,504
|
|
|
|
(632,667
|
)
|
|
|
(99.87
|
%)
|
|
Income Tax Expense
|
|
|
2,692
|
|
|
|
-
|
|
|
|
(2,692
|
)
|
|
|
-
|
|
|
Net income (loss)
|
|
$
|
(183,664
|
)
|
|
$
|
158,443
|
|
|
$
|
(342,107
|
)
|
|
|
(215.92
|
%)
|
The Six Months Ended June 30, 2014 Compared to
the Six Months Ended June 30, 2013
|
|
|
For the Six Months Ended June 30,
|
|
|
2014 vs 2013
|
|
|
|
2014
|
|
|
2013
|
|
|
Fav/(Unfav)
Variance
|
|
|
% Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,571,996
|
|
|
$
|
1,600,613
|
|
|
$
|
(28,617
|
)
|
|
|
(1.79
|
%)
|
|
Cost of revenues
|
|
|
(581,129
|
)
|
|
|
(744,519
|
)
|
|
|
163,390
|
|
|
|
21.95
|
%
|
|
Gross margin
|
|
|
990,867
|
|
|
|
856,094
|
|
|
|
134,773
|
|
|
|
15.74
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
372,710
|
|
|
|
440,022
|
|
|
|
67,312
|
|
|
|
15.30
|
%
|
|
Sales and marketing
|
|
|
379,181
|
|
|
|
533,080
|
|
|
|
153,899
|
|
|
|
28.87
|
%
|
|
General and administrative
|
|
|
533,376
|
|
|
|
477,988
|
|
|
|
(55,388
|
)
|
|
|
(11.59
|
%)
|
|
Non-cash consulting expense-related party
|
|
|
21,000
|
|
|
|
21,000
|
|
|
|
-
|
|
|
|
-
|
|
|
Depreciation and amortization
|
|
|
161,165
|
|
|
|
163,252
|
|
|
|
2,087
|
|
|
|
1.28
|
%
|
|
Total expenses
|
|
|
1,467,432
|
|
|
|
1,635,342
|
|
|
|
167,910
|
|
|
|
10.27
|
%
|
|
Net operating loss
|
|
|
(476,565
|
)
|
|
|
(779,248
|
)
|
|
|
302,683
|
|
|
|
38.84
|
%
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlement income
|
|
|
-
|
|
|
|
633,334
|
|
|
|
(633,334
|
)
|
|
|
(100.00
|
%)
|
|
Other income
|
|
|
796
|
|
|
|
-
|
|
|
|
796
|
|
|
|
100.00
|
%
|
|
Interest income
|
|
|
133
|
|
|
|
452
|
|
|
|
(319
|
)
|
|
|
(70.58
|
%)
|
|
Total other income
|
|
|
929
|
|
|
|
633,786
|
|
|
|
(632,857
|
)
|
|
|
(99.85
|
%)
|
|
Income Tax Expense
|
|
|
6,292
|
|
|
|
-
|
|
|
|
(6,292
|
)
|
|
|
-
|
|
|
Net loss
|
|
$
|
(481,928
|
)
|
|
$
|
(145,462
|
)
|
|
$
|
(336,466
|
)
|
|
|
(231.31
|
%)
|
Revenues and Cost of Revenues
Revenues and Cost of Revenues.
Revenues have increased for the three months ending June 30, 2014 compared to the three month period ending June 30, 2013 due to the recognition of set-up fees from a Software Reseller and License Agreement that was entered into on June 24, 2014, with Konica Minolta Business Solutions U.S.A., Inc., referred to as the Konica Minolta contract. For the six month period ended June 30, 2014 compared to the six month period ended June 30, 2013, revenues decreased approximately 1.8%. This decrease is due to 29% attrition in our consumer business that was partially offset by an 8% increase in our corporate business. To combat pricing pressures we are experiencing on our consumer business from the competition, we are actively working on significant enhancements to our FilesAnywhere product that we expect to result in increased corporate users and, consequently, increased market share. In an effort to become more competitive in the consumer market, we have also made several hardware enhancements to improve our storage capabilities, lowered our pricing and offered additional free storage. Despite these actions, however, we have continued to experience a decrease in our consumer customer base. Many factors, including our advertising, customer acquisition and technology costs, and our current and future competitors’ pricing and marketing strategies, can significantly affect our pricing strategies. Certain of our competitors offer, or may in the future offer, lower-priced or free products or services that compete with our solutions. There can be no assurance that we will not be forced to engage in price-cutting initiatives, or to increase our advertising and other expenses to attract and retain customers in response to competitive pressures, either of which could have a material adverse effect on our revenue and operating results.
Cost of revenues decreased, as we have implemented the planned expense reductions that have brought our gross margin back in-line with the current level of sales. The decrease of approximately 25% over the three month period ending June 30, 2013 was attributed to the completion of the consolidation of our data centers and a related staffing adjustment due to the consolidation. The decrease of approximately 22% over the six month period ending June 30, 2013 was attributed to the same factors discussed above. We are continuing to improve our business platform that will allow us to translate growth in revenues directly into growth in profit margins.
Research and Development
. Research and development expenses decreased approximately 15% for the three month period ended June 30, 2014, as compared to the three month period ended June 30, 2013. This decrease was attributed to a reduction in the number of contract developers being utilized in India. Research and development expenses decreased approximately 15% for the six month period ended June 30, 2014, as compared to the six month period ended June 30, 2013. This was due to the same factors discussed above.
Sales and Marketing
.
Sales and Marketing expenses decreased 41% for the three months ended June 30, 2014 compared to the same three month period last year, as we have reduced our internal marketing department and outsourced the marketing function to a third party. We have also reduced our internet based marketing expenses as we redesign our marketing campaign, which we anticipate will roll out in the third quarter. Sales and Marketing expenses decreased 29% for the six months ended June 30, 2014 compared to the same six month period last year, due to the same factors discussed above.
General and Administrative Expense
. General and administrative expense remained relatively flat for the three month period ended June 30, 2014, as compared to the three month period ended June 30, 2013. General and administrative expense increased for the six month period ended June 30, 2014, as compared to the six month period ended June 30, 2013. The difference was primarily attributed to an increase in audit, tax and legal professional fees.
Depreciation and Amortization
. Depreciation and Amortization expense did not have a material change on a three or six month comparison basis.
Net Operating Loss and Net Income (Loss)
Net Operating Loss
. Net operating loss was $181,809 for the three months ended June 30, 2014, which is a decrease of $293,252, or 62%, from $475,061 for the corresponding period in 2013. Net operating loss was $476,565 for the six months ended June 30, 2014, which is a decrease of $302,683, or 39%, from $779,248 for the corresponding period in 2013. These decreases in net operating loss are attributed to revenue generated from the Konica Minolta contract and planned expense reductions in both cost of sales and research and development. We have also reduced internet marketing, which has resulted in a decrease in marketing expenses in 2014 from 2013 as we redesign our marketing campaign. We hope that with our increased investments in infrastructure, along with a new pricing structure, we will be able to regain the market share on our consumer business that has been lost due to downward pricing pressures from our competitors. We also hope that the new product enhancements will drive increased corporate sales.
Net Income (Loss)
. Net loss was $183,664 for the three months ended June 30, 2014 compared to $158,443 in net income for the same period of 2013. This decrease was attributed to the lack of income from a litigation settlement that was recorded in 2013. Net loss was $481,928 for the six months ended June 30, 2014 compared to $145,462 for the same period of 2013. This increase was attributed to the same factor as discussed above.
Liquidity and Capital Resources and Financial Position
General
We funded our operations during the three and six months ended June 30, 2014, from the revenue generated from Officeware’s operations and the remaining proceeds from the settlement of a lawsuit settled in the second quarter of 2013. As of June 30, 2014, we had $143,135 of cash, which management anticipates will sustain our operations. With the planned operating expense reductions in place for 2014, management anticipates that the operating cash flows of the Company will be positive for the fiscal year ending December 31, 2014. However, no assurances can be given that we will ever achieve profitability. If we need to seek additional funds, our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. No assurances can be given that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.
Our goal is to increase the products and services offered through Officeware, which we hope will generate sufficient revenue to support our operations. No assurances, however, can be given that these lines of business will generate sufficient operating funds to support our operating activities. In addition, we continue to explore whether other companies may have interest in utilizing our technology to deliver their content and allow for interactivity with their customers or users across these various platforms.
The demand for our Officeware consumer products and services is still in decline due to the continued competitive pricing strategies employed by our competitors. We expected to reverse this trend after we implemented our new storage platform in the second quarter of 2013. This allowed us to become more price competitive with our base consumer product. However, we have seen continued downward pricing pressure from our competitors on the consumer side of the business, which has caused a continued decrease in consumer revenues. To partially offset this decline in consumer revenue, we have seen an 8% increase in our corporate revenue due to the increased investment in our product features. We introduced significant enhancements to our product in the fourth quarter of 2013 and two additional features in the second quarter of 2014, which we hope will increase the marketability of our corporate product.
We may also pursue various acquisition targets that could provide us with operating funds to support our activities. In the event that we acquire a target, depending on the nature of that target, we may require additional funds to consummate the acquisition or support our operations going forward. No assurances, however, can be given that we will be able to identify a potential target, consummate the acquisition of the target and, if consummated, integrate the target company and realize funds from operations.
In February 2014, the Company retained GuideCap Partners LLC as its financial advisor to assist it in exploring and evaluating a broad range of strategic alternatives. No decision has been made to enter into any transaction at this time, and there can be no assurances that this evaluation will result in any specific transactions.
Operating Activities.
Cash used in operations was $78,851in the three months ended June 30, 2014, as compared to cash provided by operations of $404,440 for the three months ended June 30, 2013. The increase in cash used in operations was attributed to an increase in net loss and in accounts receivable that was collected shortly after the end of the second quarter of 2014. Cash used in operations was $150,562 in the six months ended June 30, 2014, as compared to cash provided by operations of $310,881 for the six months ended June 30, 2013. The decrease in cash used in operations was attributed to an increase in net loss over 2013 and a significant increase in accounts receivable. The aged accounts receivable balance has been subsequently collected but still remains higher than 2013 due to an invoice for set-up fees under the
Konica Minolta
contract that was billed at the end of the second quarter of 2014.
Investing Activities
. Cash used for investing activities was $3,431 and $120,684 for the three months ended June 30, 2014 and June 30, 2013, respectively. The cash outlay was for infrastructure and storage equipment upgrades. Cash used for investing activities was $30,474 and $200,685 for the six months ended June 30, 2014 and June 30, 2013, respectively. The cash outlay was for infrastructure and storage equipment upgrades.
Our material commitments for capital expenditures as of June 30, 2014 are $2,369. We intend to use funds generated by the operation of Officeware to meet these commitments.
Liquidity
We believe that the funds generated by the operation of Officeware, along with the remaining proceeds from a lawsuit settled in the second quarter of 2013, will provide us with the necessary funds to operate our business. With the planned operating expense reductions in place for 2014 and the various sales and marketing plans that have been undertaken, we believe there will be an increase in funds generated from operating activities, although no assurances can be given that those plans and measures will be successful.
If we determine that we need additional capital in the future, it may not be available on favorable terms, or at all, which could place limits on our financial and operational flexibility. Furthermore, if we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our Company, and any new securities we issue could have rights, preferences or privileges senior to those of existing or future holders of our common stock. An inability to obtain necessary financing on terms satisfactory to us, if and when we require it, could negatively affect our ability to grow or support our business and to respond to business challenges could be significantly limited.
Not applicable.
Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures
. Our chief executive officer and president (our principal executive officer) and our chief financial officer (our principal financial officer) are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act) for us. Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in internal controls
. There were no changes in our internal controls over financial reporting as defined in Exchange Act Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company is involved from time to time in claims, proceedings and litigation.
Please refer to “Item 3. Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the Securities and Exchange Commission, or SEC, on March 31, 2014.
From time to time we may become subject to additional proceedings, lawsuits and other claims in the ordinary course of business, including proceedings related to our services, applications and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K.
|
Exhibit
Number
|
|
Description of Exhibit
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Registrant, dated as of June 2, 2006 and filed with the Secretary of State of the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
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|
|
|
|
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3.2
|
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Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
|
|
|
|
|
|
4.1
|
|
Form of common stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
|
|
|
|
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4.2
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Amended and Restated Certificate of Designation, Rights and Preferences of Series A Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.1 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
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4.3
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|
Form of stock certificate for Series A Convertible Preferred Stock (filed as Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
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|
|
|
|
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4.4
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|
Amended and Restated Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.2 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
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|
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4.5
|
|
Form of stock certificate for Series B Convertible Preferred Stock (filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for year ended December 31, 2008 (filed on March 31, 2009) and incorporated herein by reference).
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|
|
|
|
|
10.1*
+
|
|
Software Reseller and License Agreement, dated as of June 24, 2014, by and between Officeware Corporation and Konica Minolta Business Solutions U.S.A., Inc.
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
|
|
|
|
32.1*
|
|
Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
|
|
32.2*
|
|
Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
|
|
101*
|
|
XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.
|
|
|
*
|
Indicates document filed herewith.
|
|
|
+
|
Indicates confidential information has been omitted from this document and has been filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2.
|
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Date: August 14, 2014
|
IMMEDIATEK, INC.
,
|
|
|
|
a Nevada corporation
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|
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|
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|
|
By:
|
/s/ Timothy M. Rice
|
|
|
|
Name:
|
Timothy M. Rice
|
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
(On behalf of the Registrant and as Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy McCrory
|
|
|
|
Name:
|
Timothy McCrory
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
(On behalf of the Registrant and as Principal
Financial Officer)
|
|
INDEX TO EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Registrant, dated as of June 2, 2006 and filed with the Secretary of State of the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
|
|
|
|
|
|
3.2
|
|
Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
|
|
|
|
|
|
4.1
|
|
Form of common stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for year ended December 31, 2005 (filed on May 11, 2006) and incorporated herein by reference).
|
|
|
|
|
|
4.2
|
|
Amended and Restated Certificate of Designation, Rights and Preferences of Series A Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.1 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
|
|
|
|
|
|
4.3
|
|
Form of stock certificate for Series A Convertible Preferred Stock (filed as Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006) and incorporated herein by reference).
|
|
|
|
|
|
4.4
|
|
Amended and Restated Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock of the Registrant, dated as of October 13, 2009 and filed with the Secretary of State of the State of Nevada on October 15, 2009 (filed as Exhibit 4.2 to the Registrant’s Form 8-K (filed on October 19, 2009) and incorporated herein by reference).
|
|
|
|
|
|
4.5
|
|
Form of stock certificate for Series B Convertible Preferred Stock (filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for year ended December 31, 2008 (filed on March 31, 2009) and incorporated herein by reference).
|
|
|
|
|
|
|
|
Software Reseller and License Agreement, dated as of June 24, 2014, by and between Officeware Corporation and Konica Minolta Business Solutions U.S.A., Inc.
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
|
|
|
|
32.1*
|
|
Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
|
|
32.2*
|
|
Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
|
|
101*
|
|
XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.
|
|
|
*
|
Indicates document filed herewith.
|
|
|
+
|
Indicates confidential information has been omitted from this document and has been filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2.
|