Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - LiveXLive Media, Inc. | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - LiveXLive Media, Inc. | v323830_ex31-2.htm |
| EX-32.1 - EXHIBIT 32.1 - LiveXLive Media, Inc. | v323830_ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - LiveXLive Media, Inc. | v323830_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| (MARK ONE) | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED JULY 31, 2012 | |
| OR | |
| o | 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: 333-167219
LOTON, CORP
(Exact name of Registrant as Specified in its Charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) |
98-0657263 (I.R.S. Employer Identification Number) |
| 4751 Wilshire Blvd., 3rd Floor Los Angeles, California 90010 (Address of Principal Executive Offices including Zip Code) |
|
(310) 601-2500
(Former address and telephone, if changed since last report)
|
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant is required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, 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 x No 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 definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date: 5,370,000 shares of common stock, par value $0.001 per share, as of September 10, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2012, as filed with the Securities and Exchange Commission on September 14, 2012, is to furnish Exhibits 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.
No changes have been made to the Quarterly Report on Form 10-Q 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.
| 2 |
Part IV
Item 6. Exhibits
Exhibits
|
Exhibit Number |
Exhibit Description | |
| 3.1 | Articles of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on June 1, 2010, and incorporated herein by reference). | |
| 3.2 | Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on June 1, 2010, and incorporated herein by reference). | |
| 10.1 | Management Agreement between Loton, Corp and Trinad Management, LLC, dated September 23, 2011 (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with SEC on September 28, 2011, and incorporated herein by reference). | |
| 10.2 | Form of Warrant, dated September 23, 2011 issued to Trinad Management, LLC (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form S-K, filed with SEC on September 28, 2011, and incorporated herein by reference). | |
| 10.3 | Form of Note, dated April 2, 2012, issued by Loton, Corp to Trinad Master Fund, Ltd. (previously filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on August 15, 2012 and incorporated herein by reference) | |
| 10.4 | Form of Note, dated June 21, 2012, issued by Loton, Corp to Trinad Master Fund, Ltd. (previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on August 15, 2012 and incorporated herein by reference) | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.** | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.** | |
| 32.1* | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 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/furnished herewith. | ||
| ** | This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. | ||
| *** | 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. | ||
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| LOTON, CORP | |||
| Date: September 28, 2012 | By: | /s/Robert S. Ellin | |
| Robert S. Ellin | |||
| Chief Operating Officer | |||
| (Principal Executive Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Robert S. Ellin | Chief Executive Officer, | September 28, 2012 | |
| Robert S. Ellin | (Principal Executive Officer and | ||
| Principal Financial Officer and Director) | |||
| /s/ Jay Krigsman | Director | September 28, 2012 | |
| Jay Krigsman | |||
| /s/ Andrew M. Schleimer | Director | September 28, 2012 | |
| Andrew M. Schleimer | |||
| 4 |