SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2011
(Exact name of registrant as specified in its charter)
601 108th Avenue Northeast
Bellevue, WA 98004
(Address of Principal Executive Offices, including Zip Code)
(Registrants Telephone Number, including Area Code)
(Former Name or Former Address, if Changed Since Last Report.)
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:
On April 14, 2011, Motricity, Inc. (Motricity or we) filed a Current Report on Form 8-K (the Initial 8-K) reporting the acquisition of substantially all of the assets of Adenyo Inc. a company incorporated in Canada (Adenyo) and its subsidiaries on April 14, 2011. Adenyo was incorporated to effect a plan of reorganization of Silverback Media Plc (Silverback) a holding company incorporated and domiciled in the United Kingdom. Under this plan, which was effected in 2010, each ordinary share, warrant and option of Silverback was exchanged for a common share, warrant and option of Adenyo.
On June 24, 2011, we filed on a Form 8-K/A the Audited Consolidated Financial Statements of Adenyo as of December 31, 2009 and 2010 and for the years then ended and accompanying notes thereto (the Adenyo Financial Statements) and Unaudited Pro Forma Condensed Combined Financial Statements as of December 31, 2010 and for the year then ended and accompanying notes thereto. The Adenyo Financial Statements included the audit report of Moore Stephens LLP for the consolidated financial statements of Silverback and its subsidiaries as of December 31, 2009 and for the year then ended and the accompanying notes thereto. The audit report of Moore Stephens LLP was issued under International Financial Reporting Standards as issued by the International Accounting Standards Board.
On December 2, 2011, we filed a second amendment to the Initial 8-K to provide the consolidated financial statements of Silverback and its subsidiaries as of December 31, 2009 and for the year then ended and the accompanying notes thereto audited by MSPC, Certified Public Accountants and Advisors, A Professional Corporation (MSPC) in accordance with the standards of the Public Company Accounting Oversight Board (United States). With such amendment, the Company voluntarily provided 2008 financial information as supplemental data. We are filing this Amendment No. 3 to the Initial 8-K in order to re-file the Adenyo Financial Statements as of December 31, 2009 and 2010 as filed with the June 24, 2011 Form 8-K/A with an updated audit report covering 2009, issued in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Item 9.01 Financial Statements and Exhibits.
The audited consolidated financial statements of Adenyo Inc. as of December 31, 2009 and 2010 and for the years ended December 31, 2009 and 2010 and accompanying notes are included as Exhibit 99.1 hereto and are incorporated herein by reference.
The following Unaudited Pro Forma Condensed Combined Financial Statements required pursuant to Item 9.01(b) of Form 8-K are included as Exhibit 99.2 hereto and are incorporated herein by reference:
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.