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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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____________________
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FORM 10-K/A
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2004
Or
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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 1-13810
SOCKET COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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37400 Central Court, Newark, CA 94560
(Address of principal executive offices)
(510) 744-2700
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, $0.001 Par Value.
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Common Stock, $0.001 Par Value |
The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] NO [ ]
Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained herein, and no disclosure will 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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as defined by Exchange Act Rule 12b-2). YES [X] NO [ ]
The aggregate market value of Common Stock held by non-affiliates of the registrant as of June 30, 2004, based on the closing price per share on such date, was $80,062,268. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant have been excluded, because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes.
As of April 6, 2005, the registrant has 30,157,893 shares of common stock outstanding.
Documents Incorporated by Reference
Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference from the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on April 21, 2005.
EXPLANATION:
Socket Communications, Inc. (the "Company") is filing this amendment to
Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities
and Exchange Commission on March 15, 2005, solely for the purpose of amending
the Consent of Moss Adams LLP filed as Exhibit 23.1.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
Listed below are documents filed or furnished as part of this amended report.
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Exhibit
Number
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Description
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23.1
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Consent of Moss Adams LLP, Independent Registered Public Accounting Firm |
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31.1
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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.
| SOCKET COMMUNICATIONS, INC. | |
| Date: April 11, 2005 | By: /s/
Kevin J. Mills Kevin J. Mills President and Chief Executive Officer |
_______________________
_____________________________________
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| /s/ Kevin J. Mills | President
and Chief Executive Officer (Principal Executive Officer) |
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| Kevin J. Mills | ||||
| /s/ David W. Dunlap | Chief
Financial Officer and Vice President of Finance and Administration (Principal Financial and Accounting Officer) |
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| David W. Dunlap | ||||
| /s/ Charlie Bass | Chairman of the Board |
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| Charlie Bass | ||||
| /s/ Micheal L. Gifford | Executive Vice President and Director |
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| Micheal L. Gifford | ||||
| /s/
Enzo Torresi |
Director |
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| Enzo Torresi | ||||
| /s/ Gianluca Rattazzi | Director |
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| Gianluca Rattazzi | ||||
| /s/ Peter Sealey | Director |
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| Peter Sealey | ||||
| /s/ Leon Malmed | Director |
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| Leon Malmed |
CONSENT OF MOSS ADAMS LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
/s/ Moss Adams LLP
Exhibit
31.1
CERTIFICATIONS
I, Kevin J. Mills, certify that:
1. I have reviewed this amendment on Form 10-K of Socket Communications, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: April 11, 2005 | By:
/s/ Kevin J. Mills Name: Kevin J. Mills Title: President and Chief Executive Officer |
CERTIFICATIONS
I, David W. Dunlap, certify that:
1. I have reviewed this amendment to Form 10-K of Socket Communications, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: April 11, 2005 | By:
/s/ David W. Dunlap Name: David W. Dunlap Title: Vice President of Finance and Administration and Chief Financial Officer |