United States Securities And Exchange Commission
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April __, 2014
(Date of earliest event reported: April 1, 2014)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1520 E. Pima St., Phoenix, AZ 85034
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 8.01 OTHER INFORMATION
Xhibit Corp. (“Xhibit”) did not file its Annual Report on Form 10-K for the period ending December 31, 2013 by its extended due date of April 1, 2014. Accordingly, Xhibit is delinquent in its reporting obligations with the SEC.
Xhibit is seeking to resolve accounting issues raised in comment letters from the SEC Staff on its periodic reports. The issues relate to accounting rules related to determination of the fair value of the shares of common stock issued, the purchase accounting allocation, and the related income statement impact on Xhibit’s financial statements for the SkyMall acquisition in May 2013. We must resolve these issues before finalizing Xhibit's relevant financial statements and filing the Form 10-K. At this time, we cannot advise when the Form 10-K will be filed.
Xhibit’s failure to be current in its reporting obligation with the SEC, if not remedied within the applicable grace period, will prevent broker-dealers from making a market in Xhibit’s common stock or disseminating quotations to the public on the OTC Bulletin Board. Also as a result of its failure to be current in its reporting obligations, Xhibit will be prevented from registering, under the Securities Act of 1933, as amended, its securities for sale on Form S-3 for at least twelve full calendar months from the due date of its delinquent Form 10-K filing even if it is able to resume the timely filing of its required reports beginning with the next report. For more information relating to the foregoing we refer you to Reg. 15c2-11 of the Securities Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities Act of 1933, as amended, as well as Form S-3.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 2, 2014
Xhibit Corp., a Nevada corporation
By: /s/ Scott Wiley