UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K/A(Amendment No. 1) CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2011 HELIOS AND MATHESON INFORMATION TECHNOLOGY INC.
(Exact name of registrant as specified in its charter) Delaware
    
    0-22945
    
    13-3169913(State or other Jurisdiction of Incorporation)
    
    (Commission File Number)
    
    (IRS Employer Identification No.) 200 Park Avenue South, New York, New York
    
    10003(Address of Principal Executive Offices)
    
    (Zip Code) Registrants telephone number, including area code: (212) 979-8228 HELIOS AND MATHESON NORTH AMERICA INC(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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On June 27, 2011, Helios and Matheson Information Technology Inc. (the Company) received a letter from The
NASDAQ Stock Market (NASDAQ) regarding compliance with NASDAQ Listing Rule 5550(a)(4) (the Public Float Rule) which
requires the Company to have a minimum of 500,000 publicly held shares. The Company received communication from NASDAQ
that, according to its calculations, as of June 23, 2011, the date that the Company effected a 1 for 2.5 reverse split
of its common stock, the Company no longer meets the requirements of the Public Float Rule. NASDAQ indicated that the
failure to comply with the Public Float Rule was a basis for delisting the Companys securities. The letter indicated that the Nasdaq Hearings Panel will consider this matter in their decision regarding the
Companys continued listing on NASDAQ. The Company was required to present its views with respect to this additional
deficiency to the Panel in writing no later than July 5, 2011. If the Company failed to present its views by July 5,
2011, the Panel would make its determination based on records as presented by the Company at the hearing on February
24, 2011. As of the date of this amendment, the information was provided in a timely manner to the Panel. Pursuant to the plan presented by the Company at the hearing that was held on February 24, 2011, Helios and
Matheson Information Technology Limited (Helios and Matheson Parent) agreed to sell its shares of the Companys common
stock to the extent required to comply with the Public Float Rule. As of June 30, 2011 Helios and Matheson Inc, an affiliate and holder of at least 10% of the Companys outstanding
common stock (and a wholly owned subsidiary of Helios and Matheson Parent), sold about 9.86% of its shares of the
Companys common stock to an unrelated third party who is not affiliated with the Company. As of June 30, 2011, after
giving effect to the reverse split that was effected on June 23, 2011, a total of 2,330,438 shares of the Companys
common stock were outstanding. Of that 607,399 shares of common stock are held by persons who are not directors,
officers or 10% stockholders. After giving effect to this sale, the following table sets forth the number of shares of common stock beneficially
owned as of June 30, 2011 by (i) each of the Companys directors, (ii) each of the executive officers, and (iii) each
person known by the Company to own beneficially more than 5% of the common stock.  2




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Number of Shares ofCommon Stock
    
    
    Percentage ofName of Beneficial Owner
    
    Beneficially Owned
    
    
    Common StockHelios and Matheson Information
Technology Ltd.(1)
    
    
    1,723,039
    
    
    
    73.50
    %Sreenjivi Consulting Private Ltd.
    
    
    230,000
    
    
    
    9.86
    %Srinivasaiyer Jambunathan, Chairman (2)
    
    
    100
    
    
    
    *Daniel L. Thomas, Director (3)
    
    
    200
    
    
    
    *Kishan Grama Ananthram, Director (4)
    
    
    100
    
    
    
    *Divya Ramachandran, President, CEO and Director (5)
    
    
    100
    
    
    
    *
       SIGNATURES
  
 /s/ Umesh Ahuja