10-K/A 1 qumi_10k.htm ANNUAL REPORT qumi_10k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
 (Mark One)
  
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2011
 
Or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 000-31757
 
QUAMTEL, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
98-0233452
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
14911 Quorum Drive, Suite 140
Dallas, Texas 75254
(Address of principal executive office, Zip Code)
 
Registrant’s telephone number, including area code: (972) 361-1980
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange on which registered
None
  
None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of each class
  
Name of each exchange on which registered
Common Stock, $.001 par value
    
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No þ.
 
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 o  No þ.
 
 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 þ  No o
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 þ  No o
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. o
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company þ
(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 Act). Yes o  No þ
 
On June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, 14,582,737  shares of its common stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant.  The market value of those shares was $7,947,592, based on the last sale price of $0.545 per share of the common stock on that date.  For this purpose, shares of common stock beneficially owned by each executive officer and director of the registrant, and each person known to the registrant to be the beneficial owner of 10% or more of the common stock then outstanding, have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
There were 69,309,987 shares of the registrant’s common stock, par value $.001 per share, outstanding on April 9, 2012.
 
Documents Incorporated By Reference: None
 
 
 
 
 
Explanatory Note
 
 
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the period ended December 31, 2011, as filed with the Securities and Exchange Commission on April 13, 2012, is to furnish Exhibits 101 to the Form 10-K as required by Rule 405 of Regulation S-T.
 
No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
 
 
 
 
 
PART IV
 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
 
Exhibit No.
  
SEC Report
Reference Number
  
Exhibit
2.1
  
2.1
  
Share Exchange Agreement, effective January 13, 2008, between Atomic Guppy Inc. and WQN, Inc. (WQN) and each WQN shareholder (3)
2.2
  
2.1
  
Supplement to that certain Share Exchange Agreement dated January 13, 2009, dated July 28, 2009 (3)
2.3
  
3.1
  
Membership Interest Purchase Agreement, dated December 9, 2009, between Quamtel, Inc., Schooner Enterprises, Inc., Data Jack, Inc. and Mobile Internet Devices, LLC (6)
2.4
  
10.3
  
Partial Rescission Of Membership Interest Purchase Agreement dated August 4, 2010 (10)
2.5
  
10.4
  
Membership Interest Purchase Agreement by and among the members of Syncpointe LLC and Quamtel, dated August 18, 2010 (12)
3.1
  
3.2
  
Amended and Restated Articles of Incorporation (7)
3.2
  
10.17
  
Bylaws (1)
4.1
  
10.3
  
2009 Equity Incentive Plan (4)
4.2
  
4.1.2
  
Warrant to Purchase Common Stock issued to W. Gilbert, dated August 12, 2009 (5)
4.3
  
4.1
  
Convertible Note issued to Gilder Funding Corp., dated August 20, 2009 (5)
4.4
  
4.1.1
  
Subscription Agreement between Quamtel and W. Gilbert, dated August 20, 2009 (5)
4.5
  
10.2
  
Form of Warrant to Purchase Common Stock to be used by Data Jack, Inc. and Schooner Enterprises, Inc., effective December 9, 2009 (6)
4.6
  
4.6
  
Note issued to Warren Gilbert on December 15, 2009  (14)
4.7
  
4.7
  
Unsecured Revolving Promissory Note issued to S. Ivester, dated March 18, 2010  (14)
4.8
  
10.15
  
Senior Secured Promissory Note issued to Gilder Funding Corp. on February 27, 2010  (14)
4.9
  
4.9
  
Security Agreement issued in conjunction with the Senior Secured Promissory Note payable to Gilder Funding Corp, dated February 27, 2010  (14)
4.10
  
4.1
  
Amendment to Senior Secured Promissory Note, dated May 21, 2010 (11)
4.11
  
4.2
  
Consulting Agreement between Quamtel, Inc. and Thelusma, Windel dated June 7, 2010 (11)
4.12
  
4.1
  
Consulting Agreement dated August 23, 2010 between Quamtel and Mirador Consulting Inc. (15)
10.1
  
10.4
  
Unwind and Share Exchange Agreement, dated December 10, 2007 (2)
10.2
  
99.1
  
Rescission Agreement with YABBLY Holdings, LLC, YABBLY, LLC and Land Shark Holdings, LLC, dated December 10, 2007 (2)
10.3
  
10.1
  
Consulting Agreement between Quamtel, Inc. and W. Gilbert, dated August 20, 2009 (5)
10.4
  
10.1
  
Restated Consulting Services Agreement between WQN, Inc., Quamtel, Inc. and iTella, Inc., dated August 1, 2009, as amended and restated December 1, 2009 (8)
10.5
  
10.1
  
Executive Employment Agreement dated August 18, 2010 by and between QuamTel and Scott M. Jonasz (12)
10.6
  
10.1
  
Employment Agreement dated December 13, 2010 between QuamTel and William McLaughlin (16)
10.7
  
10.1
  
Agreement for separation of employment between QuamTel and William McLaughlin, dated January 26, 2011 (17)
10.8
  
10.1
  
Asset Purchase Agreement dated June 6, 2011 by and among Syncpointe, Inc., Mobilelogik, Inc. and the Registrant (18)
10.9
  
10.6
  
Release and Settlement Agreement between the Registrant and Gilder Funding Corp. dated August 11, 2011 (19)
10.10
  
10.7
  
Release and Settlement Agreement between the Registrant and Gerald and Seena Sperling dated August 12, 2011 (19)
10.11
  
10.1
  
Consulting Agreement by and between the Registrant and StockVest dated as of June 6, 2011 (19)
10.12
  
10.2
  
Consulting Agreement by and between the Registrant and Shari Frimer dated as of July 1, 2011 (19)
10.13
  
10.3
  
Consulting Agreement by and between the Registrant and Windel Thelusma dated as of July 10, 2011 (19)
10.14
  
10.4
  
Consulting Agreement by and between the Registrant and Steven Siegelaub dated as of August 9, 2011 (19)
10.15
  
10.5
  
Consulting Agreement by and between the Registrant and SCG Family Trust dated as of August 9, 2011
10.16
  
10.8
  
Consulting Agreement by and between the Registrant and Sequoia Asset management Group dated as of August 12, 2011 corrected and restated as of November 11, 2011 (19)
10.17
  
10.9
  
Consulting Agreement by and between the Registrant and Barry Ahron dated as of September 12, 2011 (19)
10.18
  
10.10
  
Consulting Agreement by and between the Registrant and Steven Litton dated as of September 23, 2011 (19)
10.19
  
10.11
  
Settlement Agreement dated November 9, 2011 by and between the Registrant and Mirador Consulting, Inc. (19)
10.20
  
10.12
  
Consulting Agreement by and between the Registrant and Anthony Gallo dated as of September 25, 2011 (19)
10.21
  
10.13
  
Consulting Agreement by and between the Registrant and MS Starr LLC dated as of August 1, 2011 (19)
10.22
  
10.14
  
Consulting Agreement by and between the Registrant and South Florida Business Technology dated as of October 10, 2011 (19)
16.1
  
16.1
  
Letter from Previous Independent Registered Public Accounting Firm Jewett, Schwartz, Wolfe & Associates (20)
21
  
21
  
Subsidiaries of the Registrant (21)
23.1
  
23.1
  
Consent of Jewett, Schwartz, Wolfe & Associates to incorporate financial statements for fiscal year-end December 31, 2009 into Registration Statements on Form S-8 (File Nos. 333-162987 and 333-162988)  (14)
31.1/31/2
  
*
  
Certificate of the Chief Executive Officer, principal financial and accounting officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1/32/2
  
*
  
Certificate of the Chief Executive Officer, principal financial and accounting officer pursuant to Rule 13a-14(b) of the Exchange Act and 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
101.DEF
  
**
  
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
  
**
  
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
  
**
  
XBRL Taxonomy Extension Presentation Linkbase Document
 
*filed herewith

**
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 
 
 
 (1)
Filed with the SEC on October 12, 2000, as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 000-31757) on Form 10-SB, which exhibit is incorporated herein by reference.
 
(2)
Filed with the SEC on January 11, 2008, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(3)
Filed with the SEC on August 3, 2009, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
 (4)
Filed with the SEC on November 9, 2009, as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 000-31757) on Form S-8, which exhibit is incorporated herein by reference.
 
(5)
Filed with the SEC on November 16, 2009, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 000-31757) on Form 10-Q, which exhibit is incorporated herein by reference.
 
(6)
Filed with the SEC on December 14, 2009, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(7)
Filed with the SEC August 17, 2009, as an exhibit, numbered as indicated above, to the Registrant’s definitive proxy statement (SEC File No. 000-31757) on Form 14C, which exhibit is incorporated herein by reference.
 
(8)
Filed with the SEC on January 27, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(9)
Filed with the SEC on February 23, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K/A, which exhibit is incorporated herein by reference.
 
(10)
Filed with the SEC on August 13, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(11)
Filed with the SEC on July 9, 2010, as an exhibit,   numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(12)
Filed with the SEC on August 24, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
 (13)
Filed with the SEC on November 5, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K/A, which exhibit is incorporated herein by reference.
 
 (14)
Filed with the SEC on March 31, 2010, as an exhibit, numbered as indicated above, to the Registrant’s annual report (SEC File No. 000-31757) on Form 10-K, which exhibit is incorporated herein by reference.
 
(15)
Filed with the SEC on November 15, 2010, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 000-31757) on Form 10-Q, which exhibit is incorporated herein by reference.
 
(16)
Filed with the SEC on December 17, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(17)
Filed with the SEC on February 1, 2011, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(18)
Filed with the SEC on August 22, 2011, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 000-31757) on Form 10-Q, which exhibit is incorporated herein by reference.
 
(19)
Filed with the SEC on November 17, 2011, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 000-31757) on Form 10-Q, which exhibit is incorporated herein by reference.
 
(20)
Filed with the SEC on August 24, 2011, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 000-31757) on Form 8-K, which exhibit is incorporated herein by reference.
 
(21)
Filed with the SEC on April 13, 2012, as an exhibit, numbered as indicated above, to the Registrant’s annual report (SEC File No. 000-31757) on Form 10-K, which exhibit is incorporated herein by reference.
 
 
 
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  QUAMTEL, INC.  
       
Date: April 17, 2012
By:
/s/ Stuart Ehrlich  
    Stuart Ehrlich  
    Chief Executive Officer, President,  
    principal executive officer and  
    principal financial and accounting officer  
 
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
SIGNATURE
  
TITLE
  
DATE
         
/s/ Stuart Ehrlich                            
  
Director; Chief Executive Officer, President, and Treasurer
  
April 17, 2012
Stuart Ehrlich
        
         
/s/ Gladys Perez                                      
  
Director
  
April 17, 2012
Gladys Perez
        
         
 
  
Director
  
April __, 2012
Marc Moore