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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Amendment No. 1 to

FORM 10-Q

 

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

or

 

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________

 

Commission File Number : 000-53830

 

  LENCO MOBILE INC.  

 

(Exact name of registrant as specified in its charter)

 

 

Delaware   75-3111137
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     

 

 

2025 First Avenue, Suite 320, Seattle, WA   98121
(Address of principal executive offices)   (Zip Code)

 

 

  206-441-7705  
(Registrant’s telephone number, including area code)

 

 

  Not Applicable  
(Former name, former address and former fiscal year, if changed since last report)

 

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 ninety (90) days. Yes £  No S

 

Indicate by check mark whether the 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £    No  S

 

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 definition of “accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer o Accelerated filer  o Non-accelerated filer o 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  o    No  x

 

As of October 19, 2012, 80,478,648 shares of Lenco Mobile Inc.’s common stock were outstanding.  

 

 

 
 

 

EXPLANATORY NOTE

 

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T and to correct the cover page of the Form 10-Q to reflect the Company’s determination that, as of June 30, 2012, and beginning with the Form 10-Q, the Company qualified as a “Smaller Reporting Company” under Rule 12b-2 of the Securities and Exchange Act of 1934, as amended. No other changes have been made to the Form 10-Q, as originally filed on October 19, 2012.

 

 

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Item 6. Exhibits

 

Exhibit No.   Document Description
10.1   Note Purchase and Security Agreement dated July 30, 2012 by and among the Company and the Lenders party thereto*
10.2   Note Purchase and Security Agreement dated August 3, 2012 by and among the Company and the Lenders party thereto*
10.3   Note Purchase and Security Agreement dated August 21, 2012 by and among the Company and the Lenders party thereto*
10.4   Form of Senior Secured Promissory Note*
10.5   Form of Warrant*
10.6   Promissory Note dated July 31, 2012 between the Company and Jorgen Larsen*
10.7   Form of Series A Preferred Securities Purchase Agreement related to Series A Convertible Preferred Stock Financing and the Investor parties thereto* 
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer* 
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer*
32.1   Section 1350 Certification*

 

101.INS**   XBRL Instance Document
101.SCH**   XBRL Schema Document
101.CAL**   XBRL Calculation Linkbase Document
101.DEF**   XBRL Definition Linkbase Document
101.LAB**   XBRL Label Linkbase Document
101.PRE**   XBRL Presentation Linkbase Document

 

__________

* These exhibits previously were included or incorporated by reference in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on October 19, 2012.

 

** Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Dated:  November 13, 2012 

 

LENCO MOBILE INC.
     
  By: /s/ Matthew Harris
    Matthew Harris
    Chief Executive Officer

 

 

 

 

 

 

 

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