UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





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


For the quarterly period ended March 31, 2011


or


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


For the transition period from              to


Commission File Number: 001-34781





Motricity, Inc.


(Exact name of registrant as specified in its charter)





Delaware20-1059798(State of incorporation)(I.R.S. EmployerIdentification Number)


601 108th Avenue Northeast


Suite 800


Bellevue, WA 98004


(425) 957-6200


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 of 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 90 days. Q Yes o No


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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Q Yes o No


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


Large accelerated fileroAccelerated fileroNon-accelerated filerx(Do not check if a smaller reporting company)Smaller reporting companyo


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ̈ Yes Q No


As of November 16, 2011 there were 46,239,419 shares of the registrant's common stock, par value of $0.001 per share, outstanding.








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EXPLANATORY NOTE


We are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2011 (the “Original Filing”), solely to re-file Exhibits 10.3 and correct an omission on the exhibit index in response to comments we received from the SEC on a confidential treatment request we made for certain portions of such Exhibit in the Original Filing.


This Amendment does not reflect events occurring after the filing of the Original Filing. No other modifications or changes have been made to the Original Filing or the exhibits filed therewith. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC.





Item 6. Exhibits


The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.








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SIGNATURES


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 thereunto duly authorized.





MOTRICITY, INC.(Registrant)January 18, 2012By:/s/ James R. Smith, Jr.(Date)James R. Smith, Jr.Interim Chief Executive Officer





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EXHIBIT INDEX


EXHIBIT NO.DESCRIPTION2.1Arrangement Agreement, dated as of March 12, 2011, by and among Adenyo Inc., 7761520 Canada Inc., Motricity, Inc. and the other parties thereto (incorporated by reference to Exhibit 2.1 to Motricity, Inc. Current Report on Form 8-K, filed on March 18, 2011).10.1Amendment to Loan and Security Agreement between Motricity, Inc. and Silicon Valley Bank, dated April 11, 2011(incorporated by reference to Exhibit 10.1 to Motricity, Inc. Current Report on Form 8-K, filed on April 15, 2011).10.2Second Amendment to Letter Agreement, dated as of April 19, 2011, by and between James R. Smith, Jr. and Motricity, Inc. (incorporated by reference to Exhibit 10.1 to Motricity, Inc. Current Report on Form 8-K, filed on April 22, 2011).10.3Amendment Number 10 to Agreement Number 750-67761-2004 Between Cellco Partnership D/B/A Verizon Wireless and Motricity, Inc. †*10.42011 Corporate Incentive Plan (incorporated by reference to Exhibit 10.4 to Motricity, Inc. Quarterly Report on Form 10-Q, filed on May 5, 2011). †31.1Certification of Ryan K. Wuerch pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to Motricity, Inc. Quarterly Report on Form 10-Q, filed on May 5, 2011).31.2Certification of Allyn P. Hebner pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to Motricity, Inc. Quarterly Report on Form 10-Q, filed on May 5, 2011).31.3Certification of James R. Smith, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4Certification of C. Stephen Cordial pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002—Chief Executive Officer (incorporated by reference to Exhibit 32.1 to Motricity, Inc. Quarterly Report on Form 10-Q, filed on May 5, 2011).32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002—Chief Financial Officer (incorporated by reference to Exhibit 32.2 to Motricity, Inc. Quarterly Report on Form 10-Q, filed on May 5, 2011).†Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Exchange Act Rule 24b-2. These provisions have been omitted from the filing and submitted separately to the Securities and Exchange Commission.*This Exhibit 10.3 was originally filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and is being re-filed as an exhibit hereto with modified redactions.