SC 13G/A 1 v308287_sc13ga.htm SCHEDULE 13-G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

 

Schedule 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

 

INTERMETRO COMMUNICATIONS, INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

 

 

45882L 10 1

(CUSIP Number)

 

 

December 31, 2011

(Date of Event which Requires Filing This Statement)

 

Check the appropriate box to designate the Rule pursuant to which this Schedule is filed.

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Schedule 13G

 

CUSIP No. 45882L 10 1

 

1. NAME OF REPORTING PERSON

 

David M. Marshall

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x

 

3. SEC USE ONLY

 

 

 

4. CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.A.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER 9,864,702
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 9,864,702
8. SHARED DISPOSITIVE POWER 0

 

9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,864,702 shares

 

10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES __

 

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.7%

 

12.TYPE OF REPORTING PERSON

 

IN

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Item 1(a)Name of Issuer: InterMetro Communications, Inc.

 

Item 1(b)Address of Issuer's Principal Executive Offices:

2685 Park Center Drive, Bldg. A

Simi Valley, CA 93065

 

Item 2(a)Name of Person Filing: David M. Marshall

 

Item 2(b)Address: 11845 Olympic Blvd., Ste. 1125W, Los Angeles, CA 90064

 

Item 2(c)Citizenship: U.S.A.

 

Item 2(d)Title of Class of Securities: Common Stock

 

Item 2(e)CUSIP Number: 45882L 10 1

 

Item 3Statement filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): Not applicable.

 

Item 4Ownership:

On December 31, 2011, the reporting person beneficially owned 9,864,702 shares of the Issuer’s Common Stock, including 1,714,689 shares underlying warrants, convertible preferred stock and convertible notes that are exercisable within 60 days, representing 13.7% of the outstanding shares of Common Stock as of March 15, 2012, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2012.

 

The securities beneficially owned by the reporting person are held by a Profit Sharing Trust of which the reporting person is sole trustee and beneficiary. The reporting person has the sole power to vote and to dispose of the shares.

Item 5Ownership of Five Percent or Less of a Class: Not applicable

 

Item 6Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not Applicable

 

Item 8Identification and Classification of Members of the Group: Not Applicable

 

Item 9Notice of Dissolution of Group: Not Applicable

 

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Item 10Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
   
 Dated: March 30, 2012 By:  /s/ David M. Marshall
    David M. Marshall

  

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