SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)
INTERMETRO COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
45882L 10 1
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(CUSIP Number)
JOSHUA TOUBER
578 WASHINGTON BLVD, SUITE 270
MARINA DEL REY, CA 90292
(323) 993-5995
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 5, 2010
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-l(g), check the following box
/_/.
(Continued on following pages)
SCHEDULE 13D
CUSIP NO. 45882L 10 1
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSHUA SAMUEL TOUBER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(A) /_/
(B) XX
3. SEC USE ONLY
4. SOURCE OF FUNDS - PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) /_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 8,278,082
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 10,575,401
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,575,401 SHARES OF COMMON STOCK
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14. TYPE OF REPORTING PERSON - IN
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ITEM 1. SECURITY AND ISSUER.
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This Schedule 13D relates to of shares of Common Stock of InterMetro
Communications, Inc., a Nevada corporation (the "Company"). The Company's
principal business address is 2685 Park Center Drive, Bldg. A, Simi Valley,
California 93065.
ITEM 2. IDENTITY AND BACKGROUND.
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Name: Joshua Samuel Touber
Business address: c/o Touber Media, LLC
578 Washington Blvd., Suite 270
Marina Del Rey, CA 90292
Principal occupation: President, Touber Media, LLC
Media consulting
578 Washington Blvd., Suite 270
Marina Del Rey, CA 90292
Citizenship: U.S.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The Reporting Person used personal funds to purchase the Company's
securities. The Reporting Person acquired a total of 701,329 shares and 219,236
warrants in connection with a business combination between the Company and its
predecessor. His original purchase price for the securities was $187,955. Holder
paid $4,313.61 to exercise 61,623 warrants to purchase Common Stock. A total of
1,100,000 shares were acquired pursuant to the terms of stock purchase warrants
(the "Loan Warrants") which entitled the Reporting Person to elect to receive
shares (the number determined by the average of the 10-day bid price before the
election) in lieu of exercising the warrants. The Loan Warrants were acquired in
connection with loans from the Reporting Person to the Company in the aggregate
principal amount of $450,000. Pursuant to the terms of loan modifications
700,000 warrants were acquired and beneficial rights to 2,298,428 shares and
2,298,428 warrants resulting from the new right of optional conversion of any
outstanding principal, fees and interest (based on a total convertible amount of
$574,607 within 60 days of this filing) at Holder's discretion. Stock options
for the purchase of an aggregate of 184,848 shares were granted to the Reporting
Person by the Company's predecessor as incentive compensation. See also the
information in Item 5, which is hereby incorporated herein by this reference.
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ITEM 4. PURPOSE OF TRANSACTION.
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The Reporting Person acquired the Company's securities for investment
purposes. The Reporting Person serves as a director of the Company and, in such
capacity only, may be involved in matters described in paragraphs (a) through
(j) of Item 4 to Schedule 13D. Except as stated herein, the Reporting Person has
no present intention to engage in any of the matters contemplated by paragraphs
(a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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As of January 13, 2009, the date which required the filing of this
Schedule 13D, the Reporting Person beneficially owned an aggregate of 4,678,545
shares of the Company's Common Stock, including an aggregate of 1,977,216 shares
subject to options and warrants that are exercisable within sixty days,
representing 6.9% of the Company's outstanding Common Stock as of December 31,
2008 as reported in the Company's Form 10-K filed on April 15, 2009. These
amounts include 61,623 shares and 61,623 warrants to purchase Common Stock held
by Laurel Research, Inc., of which the Reporting Person is an 80% shareholder
and sole officer and director.
On December 31, 2008 (within the sixty days prior to January 13,
2009), the Reporting Person purchased 1,000,000 shares of Common Stock in a
private transaction for $0.0625 per share. In connection with such purchase, the
Reporting Person entered into the Voting Agreement described in Item 6. On
January 13, 2009, the Reporting Person purchased, in a private transaction with
a third party, 1,000,000 shares of Common Stock and 1,073,132 stock purchase
warrants for a total price of $20,000.
On June 12, 2009, the Reporting Person acquired warrants to purchase
600,000 shares of Common Stock from the Company in connection with a $200,000
loan to the Company. Pursuant to the terms of these warrants, the Reporting
Person elected to receive 600,000 shares of Common Stock (the amount determined
by the average of the 10-day bid price before the election, subject to a maximum
of 600,000 shares) in lieu of exercising the warrants.
On July 15, 2009, Laurel Research, Inc., of which the Reporting Person
is an 80% shareholder and sole officer and director, exercised 61,623 warrants
to purchase Common Stock for a total price of $4,313.61.
On July 15, 2009, the Reporting Person acquired warrants to purchase
250,000 shares of Common Stock from the Company in connection with a
modification of the terms of the January 2008 loan of $250,000 to the Company
which extended the maturity date of the loan.
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On October 5, 2010, the Reporting person acquired warrants to purchase
250,000 shares of Common Stock from the Company in connection with a second
modification of the terms if the January 2008 loan of $250,000 to the Company
(further extending the maturity date of the loan) as well as warrants to
purchase 200,000 shares of Common Stock from the Company in connection with a
modification of the terms of the June 2009 loan of $200,000 to the Company which
extended the maturity date of the loan.
On October 5, 2010, as further consideration for the loan
modifications, 200,000 warrants originally expiring July 15, 2017 were extended
to expire on July 14, 2018 and Holder received beneficial rights to 2,298,428
shares and 2,298,428 warrants resulting from the new right of optional
conversion of any outstanding principal, fees and interest (based on a total
convertible amount of $574,607 within 60 days of this filing) at Holder's
discretion
As of the date of this Schedule, the Reporting person beneficially owns
an aggregate of 10,575,401 shares of Common Stock, including 2,115,593 shares
subject to options and warrants that are exercisable within 60 days and,
pursuant to conversion rights, 2,298,428 shares of Common Stock plus 2,298,428
warrants exercisable within 60 days. This represents 13.3% of the Company's
outstanding Common Stock as of May 15, 2009, as reported in the Company's Form
10-Q filed on August 23, 2010. These amounts include 123,246 shares of Common
Stock held by Laurel Research, Inc., of which the Reporting Person is an 80%
shareholder and sole officer and director.
The information set forth in response to Items 7 through 10 of the
cover page of this Schedule 13D is hereby incorporated herein by this reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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On December 31, 2008, the Reporting Person entered into a Voting
Agreement with Charles Rice, Chief Executive Officer and a director of the
Company. Pursuant to this agreement, Mr. Rice has the right to vote the
1,639,706 shares owned by the Reporting Person and any shares acquired pursuant
to a total of 657,613 warrants held by the Reporting Person on December 31,
2008, as follows: until 90 days after the date of the agreement on all matters
submitted to a vote of the shareholders and for two years after the date of the
agreement for the election of directors. The voting rights terminate with
respect to any of such securities that are sold or transferred by the Reporting
Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1. Voting Agreement dated December 31, 2008, between Joshua
Touber and Charles Rice.
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SIGNATURES
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: October 18, 2010
/s/ Joshua Samuel Touber
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Joshua Samuel Touber
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