**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q/A**

**(Amendment No. 1)**

 

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

 

**For the quarterly period ended July 31, 2010**

 

**OR**

 

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

 

**Commission File Number 0-16231**

 

.

 

**XETA Technologies, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Oklahoma**                    | ** ** | **73-1130045**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employee    |
| incorporation or organization)  |       | Identification No.) |

 

| **1814 W. Tacoma Street, Broken Arrow, OK** | ** ** | **74012-1406** |
|---------------------------------------------|------------|----------------|
| (Address of principal executive offices)    |       | (Zip Code)     |

 

**918-664-8200**

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 o

 

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).  Yes o No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).

 

| Large accelerated filer o                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer o                       |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                        |

 

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

 

As of August 23, 2010 there were 10,699,186 shares of the registrant’s common stock, par value $0.001, outstanding.

 

 

 

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EXPLANATORY NOTE

 

This Quarterly Report on Form 10-Q/A (Amendment No. 1) is being filed by XETA Technologies, Inc. (the “Company”) to amend the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2010 (the “Form 10-Q) as an exhibit-only filing in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 2.1 and 2.2 which were originally filed with the Form 10-Q.  By this Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”), the Company is re-filing Exhibits 2.1 and 2.2 to disclose portions of information previously redacted pursuant to the Company’s request for confidential treatment.  Exhibits 2.1 and 2.2 to this Amendment  supersede in their entirety Exhibits 2.1 and 2.2 that were previously filed with the Form 10-Q.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.  Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure contained in the Form 10-Q.

 

**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.

 
|                         | XETA Technologies, Inc. |
|------------------------------|------------------------------|
|                         | (Registrant)                 |
|                         |                         |   |
|                         |                         |   |
| Dated: January 12, 2011 | By:                          | /s/ Greg D. Forrest |
|                         |                         | Greg D. Forrest |
|                         |                         | Chief Executive Officer |
|                         |                         |   |
| Dated: January 12, 2011 | By:                          | /s/ Robert B. Wagner |
|                         |                         | Robert B. Wagner |
|                         |                         | Chief Financial Officer |

 

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EXHIBIT INDEX

 
| **SEC Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                            |
|-------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |       |                                                                                                                                                                                                                       |
| 2.1                           |       | Asset Purchase Agreement dated May 10, 2010 between XETA Technologies, Inc. as Purchaser, Hotel Technology Solutions, Inc. as Seller, and Seller Principals.*                                               |
|                          |       |                                                                                                                                                                                                                       |
|                          |       | PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION WITH THE COMPANY’S APPLICATION FOR CONFIDENTIAL TREATMENT. |
|                          |       |                                                                                                                                                                                                                       |
| 2.2                           |       | Stock Purchase Agreement dated July 9, 2010 by and among Sellers, Pyramid Communications Services, Inc. and XETA Technologies, Inc.*                                                                        |
|                          |       |                                                                                                                                                                                                                       |
|                          |       | PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION WITH THE COMPANY’S APPLICATION FOR CONFIDENTIAL TREATMENT. |
|                          |       |                                                                                                                                                                                                                       |
| 31.1                          |       | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                |
|                          |       |                                                                                                                                                                                                                       |
| 31.2                          |       | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                |

 

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*     The schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  A list of the omitted schedules appears at the end of the Exhibit.  The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

 

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