SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 14(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the Quarterly period ended July 31, 2000
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from ____________ to ____________
Commission file number 0-21913
GROUP LONG DISTANCE, INC.
(Name of Small Business Issuer in Its Charter)
Florida 65-0213198
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6600 North Andrews Avenue, Suite 140,
Fort Lauderdale, FL 33309
(Address of Principal Executive Offices)
(954) 771-9696
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 |_|
The number of shares of Common Stock, no par value, outstanding as of September
14, 2000 was 3,500,402.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
<PAGE>
GROUP LONG DISTANCE, INC. AND SUBSIDIARIES
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of July 31, 2000 (Unaudited) and April 30,
2000......................................................................................... 1
Unaudited Consolidated Statements of Operations for the Three months ended
July 31, 2000 and 1999....................................................................... 2
Unaudited Consolidated Statements of Cash Flows for the Three months ended
July 31, 2000 and 1999....................................................................... 3
Notes to Consolidated Financial Statements................................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................... 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................................. 9
SIGNATURES................................................................................... 11
</TABLE>
i
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GROUP LONG DISTANCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 2000 (Unaudited) and April 30, 2000
<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
Current assets
Cash $ 2,171,772 $ 2,240,267
Accounts receivable less allowance for doubtful
accounts of $180,000 and $259,000 at July 31, 2000 and
April 30, 2000, respectively 172,825 392,783
Prepaid expenses and other current assets 24,000 36,000
Deferred tax asset - current 67,700 97,448
----------- -----------
Total current assets 2,436,297 2,766,498
----------- -----------
Property and equipment, net 4,679 5,879
Note receivable 950,000 950,000
Deferred tax asset 212,060 213,312
----------- -----------
Total assets $ 3,603,036 $ 3,935,689
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 498,812 $ 595,334
Volume shortfall charge payable, net 305,556 397,222
Deferred revenue -- --
Income taxes payable 114,058 539,824
Accrued expenses and other liabilities 146,000 102,630
----------- -----------
Total current liabilities 1,064,426 1,635,010
----------- -----------
Stockholders' equity
Preferred stock, no par value, 2,000,000 shares
authorized; no shares issued and outstanding -- --
Common stock, no par value, 12,000,000 shares
authorized; 3,500,402 shares issued and
outstanding as of July 31, 2000 and April 30, 2000 -- --
Additional paid-in capital 5,913,988 5,913,988
Accumulated deficit (3,375,378) (3,613,309)
----------- -----------
Total stockholders' equity 2,538,610 2,300,679
----------- -----------
Total liabilities and stockholders' equity $ 3,603,036 $ 3,935,689
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
1
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Group Long Distance, Inc. and Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended July 31, 2000 and 1999
Three Months Ended
------------------
July 31,
--------
2000 1999
---------- ----------
Sales $1,362,431 $3,488,311
Cost of sales 685,114 1,799,994
---------- ----------
Gross profit 677,317 1,688,317
Selling, general and administrative expenses 349,603 229,230
Depreciation and amortization 1,200 8,100
---------- ----------
Income from operations 326,514 1,450,987
Interest income, net 55,417 4,398
---------- ----------
Income before income taxes 381,931 1,455,385
Income tax 144,000 500,000
---------- ----------
Net income $ 237,931 $ 955,385
========== ==========
Net income per common share - basic $ 0.07 $ 0.27
========== ==========
Net income per common share - diluted $ 0.06 $ 0.27
========== ==========
The accompanying notes are an integral part of these statements.
2
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Group Long Distance, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended July 31, 2000 and 1999
<TABLE>
<CAPTION>
Three Months Ended
------------------
July 31,
--------
2000 1999
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Cash flows from operating activities
Net income $ 237,931 $ 955,385
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 1,200 8,100
Provision for bad debts 41,443 179,925
Changes in assets and liabilities
Decrease in accounts receivable 178,515 342,272
Decrease in deferred tax assets 31,000 --
Decrease in prepaid expenses and other
current assets 12,000 --
Increase in carrier receivable -- (512,078)
Decrease in volume shortfall charge payable (91,666) (407,738)
(Decrease) increase in accounts payable (96,522) 631
Increase (Decrease) in accrued expenses and other liabilities 43,370 (330,453)
(Decrease) increase in income taxes payable (425,766) 500,000
----------- -----------
Net cash (used in) provided by operating activities (68,495) 736,044
----------- -----------
Cash flows from investing activities
Net cash provided by investing activities -- --
----------- -----------
Cash flows from financing activities
Net cash used in financing activities -- --
----------- -----------
Net (decrease) increase in cash (68,495) 736,044
Cash at beginning of year 2,240,267 502,946
----------- -----------
Cash at end of year $ 2,171,772 $ 1,238,990
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
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GROUP LONG DISTANCE, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.
Operating results for the three months ended July 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending April 30,
2001.
The balance sheet at April 30, 2000 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited financial
statements and footnotes thereto included in the Form 10-KSB filed by the
Company for the year ended April 30, 2000.
NOTE B--FORMATION AND OPERATIONS OF THE COMPANY
Group Long Distance, Inc. (the "Company") is a non-facilities-based
reseller of long distance telecommunications services to small and medium-sized
commercial customers and residential subscribers. The Company utilizes special
network service contracts through major national long-distance
telecommunications carriers to provide its customers with products and services
which include basic "1 plus" and "800" long distance services. The Company was
incorporated under the laws of Florida in September 1995 by ITC Integrated
System, Inc. ("ITC"), an unaffiliated third party, under the name Second ITC
Corporation ("Second ITC") as the successor to the business of Group Long
Distance, Inc. ("GLD"), which was incorporated under the laws of Florida in July
1990. In November 1995, GLD was merged into Second ITC and Second ITC
simultaneously changed its name to Group Long Distance, Inc. Unless otherwise
indicated, all references to the Company include GLD, the Company's predecessor,
and the Company's wholly owned subsidiaries. These subsidiaries include Eastern
Telecommunications Incorporated ("ETI"), Adventures-in-Telecom ("AIT") and Gulf
Communications Services, Inc ("GULF").
As a non-facilities based reseller of long distance telecommunications
services, the Company utilizes service contracts to provide its customers with
switched, dedicated and private line services to long distance
telecommunications networks. The Company does not own or operate any primary
transmission facilities. All of the Company's products and services are
currently provided for by long distance carriers and regional and local
telephone companies. The Company entered into agreements with TALK.com ("TALK"),
formerly Tel-Save, Inc., a nationwide provider of telecommunications services to
purchase long distance telephone service at discounted bulk rates. The Company
then resells these discounted services to customers, at rates lower than rates
the Company's customers are able to obtain for themselves due to small call
volume. The Company then provisions the customer onto the carriers' networks,
which provide the actual transmission service. The Company does not own or lease
any telephone equipment at the customer's premises, nor does it provide
telephone cabling or installation services. The customer still maintains its own
existing telephone numbers, and all changes in service are done by the local or
interexchange carriers. The customers incur no expense in making the decision to
switch to the service of the Company.
4
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GROUP LONG DISTANCE, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C-- SALE OF CUSTOMER BASE
The Company entered into an Asset Purchase Agreement with a wholly
owned subsidiary of Coyote Network Systems, Inc ("Coyote") on April 30, 2000.
Pursuant to the Asset Purchase Agreement, the Company sold to a wholly owned
subsidiary of Coyote, a customer base which included certain of the Company's
customers under a series of related sites. The purchase price for this
transaction was $1 million, payable $50,000 in cash and a note of $950,000 due
at April 30, 2002 at an annual interest rate of 8%. Interest is payable monthly.
The Note is secured by the assets sold. In addition, the Company entered into a
Service Agreement with the wholly owned subsidiary of Coyote.
NOTE D-- AGREEMENT AND PLAN OF MERGER
On May 1, 2000, the Company executed an Agreement and Plan of Merger
with Coyote. The Agreement and Plan of Merger contemplates a merger between a
wholly-owned subsidiary of Coyote and the Company. On July 31, 2000, a First
Amendment to the Agreement and Plan of Merger was executed. As a result of the
transactions, among other things, Coyote would acquire all of the assets and
business of the Company, and the Company's shareholders would receive a number
of shares of Coyote Common Stock determined pursuant to a formula. Provided the
merger closes, it is anticipated that the Company's shareholders will receive
not less than 562,500 shares of Coyote Common Stock, nor more than 1,218,750
shares of Coyote Common Stock. The formula is based on the price of the Coyote
Common Stock during each of the five trading days immediately prior to closing.
If the price of the Coyote Common Stock closes at less than $4 per share during
each of the five trading days immediately prior to closing, then either party,
in its discretion, may terminate the Agreement and Plan of Merger.
The closing of the merger is subject to a number of conditions, including
without limitation the completion of due diligence, the receipt of all requisite
regulatory approvals, and the receipt of approval of the Company's shareholders.
It is anticipated that the closing would occur before the end of the calendar
year 2000.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying financial statements and related
notes.
This Report on Form 10-QSB contains forward-looking statements.
Additional written and oral forward-looking statements may be made by the
Company from time to time in Securities and Exchange Commission ("SEC") filings
and otherwise. The Company cautions readers that results predicted by
forward-looking statements, including, without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements. Some of these risks and factors are
identified herein and from time to time in the Company's filings with the SEC.
Readers are cautioned that forward-looking statements are not guarantees of
future performance and that the actual results may differ materially from those
suggested or projected in forward-looking statements. Accordingly, there can be
no assurance that the forward looking statements will occur, or that the results
will not vary significantly from those described in the forward-looking
statements.
Overview
The Company is a long distance telecommunications provider. The Company
utilizes special network service contracts through major national long distance
telecommunications carriers to provide its customers with products and services
which include basic "1 plus" and "800" long distance services. As a
nonfacilities based reseller of long distance telecommunication services, the
Company utilizes service contracts to provide its customers with switched,
dedicated and private line services to long distance telecommunications
networks. The Company is dependent on TALK and numerous regional and local
telephone companies to provide its services and products. The Company's revenues
are currently solely derived from calls routed through TALK.
Based on a settlement agreement ("TALK Agreement") with TALK dated
December 8, 1999, the Company agreed to pay $1.1 million to resolve the volume
shortfall charge for all fiscal periods through August 1999. The $1.1 million
was payable, 50% immediately and the balance over an 18-month period. As part of
the TALK Agreement, TALK agreed to release approximately $2.9 million dollars of
cash, after payment of the initial $550,000, to the Company that was held under
a lockbox arrangement, and release all receivables that were secured pursuant to
the Partition Agreement, and that all future minimum monthly volume commitments
were waived by TALK. In addition, the TALK Agreement provides for an extension
of the current carrier agreement until the later of August 31, 2002, and the
date that all obligations to TALK have been satisfied in full, and the exchange
of mutual releases. The Company's agreements with TALK had provided that the
Company maintained certain monthly revenues (as defined in the agreements) to
the carrier for services provided under the agreements during stated periods.
For the three months ended July 31, 1999 the Company had an exposure for a
monthly commitment of $3,000,000 for such revenues through August 1999
(aggregate commitment of $12,000,000) and for three months ended July 31, 1999,
the Company had an exposure for a monthly commitment for such revenues of
$3,000,000 (aggregate commitment of $36,000,000). For the fiscal year ended
April 30, 1998, the Company had an exposure for an aggregated annual commitment
for such revenues of $18,600,000.
The Company is no longer conducting and has no plans to conduct any
marketing campaigns to attract new customers, since the Company has determined
that it is currently unable to both procure new customers, and achieve positive
earnings after amortization of acquisition costs for these new customers. This
is due to the competitive advantage held by facilities based carriers and
Internet marketing enterprises. Many of these services and products are marketed
by companies which are well established, have reputations for success in the
development and sale of services and products and have significantly greater
financial, marketing, distribution, personnel and other resources than the
Company. These resources permit such companies to implement extensive
advertising and promotional campaigns, both generally and in response to efforts
by additional competitors to enter into new markets and introduce new services
and products. Certain of these competitors, including AT&T, MCI/WorldCom and
Sprint, dominate the industry and have the financial resources to enable them to
withstand substantial price competition which has continued to increase.
The Company's operating results are significantly affected by customer
attrition rates, particularly since the Company is no longer marketing its
services. The Company believes that a high level of customer attrition in the
industry is primarily a result of national advertising campaigns, telemarketing
programs and customer incentives provided by major competitors, as well as the
termination of service for non-payment. This is due to the competitive advantage
held by facilities based carriers and Internet marketing enterprises.
6
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Sale of Customer Base and Agreement and Plan of Merger
On or about April 30, 2000, the Company executed various agreements with
Coyote and a wholly owned subsidiary of Coyote. See "Note C - Sale of Customer
Base" above.
As a result of the sale of a customer base pursuant to the Asset Purchase
Agreement, it is anticipated that the Company's revenues will be lower in the
fiscal year ended April 30, 2001 and thereafter.
Results of Operations
The following table sets forth for the periods indicated the
percentages of total sales represented by certain items reflected in the
Company's consolidated statements of operations:
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Three Months Ended July 31,
---------------------------
2000 1999
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Sales................................................................. 100% 100%
Cost of sales......................................................... 50 52
Gross profit.......................................................... 50 48
Selling, general and administrative expense........................... 26 7
Depreciation and amortization expense................................. * *
Income from operations................................................ 24 42
Interest expense, net................................................. 4 *
Income before income taxes............................................ 28 42
Income taxes.......................................................... 11 14
Net Income............................................................ 17 28
* Less than 1 percent.
</TABLE>
Comparison of Three months ended July 31, 2000 to Three months ended July 31,
1999.
Sales. The Company's sales were $1,362,431 for the three months ended
July 31, 2000, compared to $3,488,311 for the three months ended July 31, 1999,
a decrease of $2,125,880 or approximately 61%. The decrease in sales was a
result of the sale of a customer base, ceasing all marketing activities and
normal attrition of the remaining customer base. Management believes that the
attrition of the customer base is normal for the industry. The Company has
determined that it is currently difficult to both procure new customers and
achieve positive earnings after amortization of acquisition costs for these new
customers. This is due to the competitive advantage held by facilities based
carriers and Internet marketing enterprises. Because the Company is not
currently marketing its products and services, and after taking into account the
sale of a customer base, the Company's revenues are likely to continue to
decline. The Company anticipates this trend to continue through the rest of the
fiscal year ending April 30, 2001, and thereafter. During the three months ended
July 31, 1999 the Company had revenues from this customer base of approximately
$549,000.
Cost of Sales. Cost of sales were $685,114 for the three months ended
July 31, 2000, compared to $1,799,994 for the three months ended July 31, 1999,
a decrease of $1,114,880 or approximately 62%. As a percentage of sales, cost of
sales was approximately 50% and 52% for the three months ended July 31, 2000 and
April 30, 1999, respectively. The decrease in cost of sales between comparative
periods was due to the decrease in revenues as a result of customer attrition
and the sale of a customer base. Cost of sales are expected to further decline
for the fiscal year ended April 30, 2001, and thereafter, as a result of the
sale of a customer base. During the three months ended July 31, 1999 the Company
had cost of sales from this customer base of approximately $366,000.
Gross Profit. Gross profit was $677,317 for the three months ended July
31, 2000 compared to $1,688,317 for the three months ended July 31, 1999, a
decrease of $1,011,000 or approximately 60%. As a percentage of sales, gross
profit was 50% and 48% for the three months ended July 31, 2000 and July 31,
1999, respectively. The decrease in gross margin between comparative periods was
due to the decrease in revenues as a result of customer attrition and the sale
of a customer base.
7
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Selling, General and Administrative Expense. Selling, general and
administrative expenses ("SG&A") were $349,603 for the three months ended July
31, 2000 compared to $229,230 for the three months ended July 31, 1999, an
increase of $120,373 or approximately 52%. This increase in SG&A is a result of
professional fees for services rendered in connection with the Plan of Merger
with Coyote, as well as a reduction in bad debt recoveries compared to the three
months ended July 31, 1999. As a percentage of sales, SG&A for the three months
ended July 31, 2000 and 1999 was approximately 26% and 7%, respectively. This
increase was as a result of lower sales and the fact that operating expenses
remained constant for the three months ended July 31, 2000.
Depreciation and Amortization Expense. Depreciation and amortization
expense was $1,200 for the three months ended July 31, 2000 compared to $8,100
for the three months ended July 31, 1999, a decrease of $6,900 or approximately
85%. The significant reduction in depreciation and amortization expense for both
three months periods ended July 31, 1999 and 2000 was attributable to the
customer acquisition costs having been fully amortized as of April 30, 1999. As
a percentage of sales, depreciation and amortization expense was less than 1%
for the three months ended July 31, 2000 and July 31, 1999, respectively.
Interest Income, Net. Interest income (net) for the three months ended
July 31, 2000 was $55,417 compared to $4,398 for the three months ended July 31,
1999. The interest income for the three months ended July 31, 2000 and the three
months ended July 31, 1999 was interest earned as a result of a positive cash
balance.
Income Taxes. Income tax expense of $144,000 was provided for the three
months ended July 31, 2000 compared to $500,000 for the three months ended July
31, 1999. The decrease in the income tax expense for the three months ended July
31, 2000 was due to the decrease in revenues as a result of customer attrition
and the sale of a customer base.
Net Income. The Company had a net income of $237,931 or net income of
$0.07 per share, for the three months ended July 31, 2000, as compared to net
income of $955,385, or $0.27 per share, for the year ended April 30, 1999.
Liquidity and Capital Resources
The Company's primary cash requirements have historically been to fund
the acquisition of customer bases and increased levels of accounts receivable,
which have required substantial working capital. The Company had historically
satisfied its working capital requirements principally through cash flow from
operations and borrowings from institutions and carriers. Currently the Company
has positive cash flow and cash resources to meet current levels of expenditure.
At July 31, 2000, the Company had a working capital surplus of
$1,371,871, as compared to a working capital surplus of $1,131,488 at April 30,
2000. The working capital surplus for the fiscal year was largely due to cash on
hand as a result of the release of all funds related to the TALK Agreement.
Net cash used in operating activities was $68,495 for the three months
ended July 31, 2000 as compared to cash provided by operating activities of
$736,044 for the three months ended July 31, 1999. The cash used in operating
activities for the three months ended July 31, 2000 is primarily attributable to
net income from operating activities, and offset by a decrease in accounts
receivable and income taxes payable. For the three months ended July 31, 1999,
the cash provided by operating activities is primarily attributable to net
income from operating activities, a decrease in accounts receivables and offset
by a decrease in accounts payable and a reduction in the volume shortfall charge
payable.
No cash was provided by investing activities for the three months ended
July 31, 2000, and for the three months ended July 31, 1999.
No cash was used in financing activities for the three months ended
July 31, 2000 and for the three months ended July 31, 1999. At July 31, 2000,
the Company had cash of $2,171,772.
8
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS, LIST AND REPORTS ON FORM 8-K
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<CAPTION>
(a) Exhibits
Exhibit
Number Description Of Exhibits
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3.1 -- Amended and Restated Articles of Incorporation of Registrant. (Filed as an Exhibit to
Amendment No. 1 to the Company's Registration Statement on Form SB-2 (No. 333-17681) filed
March 3, 1996 and incorporated herein by reference.)
3.2 -- Amended and Restated By-laws of Registrant. (Filed as an Exhibit to Amendment No. 1
to the Company's Registration Statement on Form SB-2 (No. 333-17681) filed March 3, 1996 and
incorporated herein by reference.)
4.1 -- Form of Representative's Warrant Agreement including Form of Representative's Warrant
Certificates. (Filed as an Exhibit to Amendment No. 1 to the Company's Registration Statement
on Form SB-2 (No. 333-17681) filed March 3, 1996 and incorporated herein by reference.)
4.2 -- Form of Redeemable Warrant Agreement including Form of Warrant Certificate. (Filed as
an Exhibit to Amendment No. 1 to the Company's Registration Statement on Form SB-2 (No.
333-17681) filed March 3, 1996 and incorporated herein by reference.)
4.3 -- Form of Common Stock Certificate. (Filed as an Exhibit to the Company's Annual Report
on Form 10-KSB for the year ended April 30, 1998 and incorporated herein by reference.)
10.11 -- Second Amendment and Renewal of Lease between Registrant and Gateway Investments Corporation
regarding 1451 West Cypress Creek Road, Fort Lauderdale, Florida dated February 5, 1996.
(Filed as an Exhibit to the Company's Registration Statement on Form SB-2 (No. 333-17681)
filed December 12, 1996 and incorporated herein by reference.)
10.16 -- Purchase Agreement and Plan of Exchange between Registrant and Adventures-in-Telecom. Inc.
dated July 3, 1996. (Filed as an Exhibit to the Company's report on Form 10-KSB dated August
12, 1996 and incorporated herein by reference.)
10.17 -- Loan Agreement between Registrant and TALK dated July 11, 1996. (Filed as an Exhibit to the
Company's report on Form 10-KSB dated August 12, 1996 and incorporated herein by reference.)
10.18 -- Consent and Amendment between TALK, and Registrant dated December 2, 1996. (Filed as an
Exhibit to the Company's Registration Statement on Form SB-2 (No. 333-17681) filed December
12, 1996 and incorporated herein by reference.)
10.19 -- Consent and Amendment between TALK and the Registrant dated January 31, 1997. (Filed
as an Exhibit to the Company's Annual Report on Form 10-KSB for the year ended April 30, 1998
and incorporated herein by reference.)
10.20 -- Agreement between TALK and the Registrant, dated February 28, 1997. (Filed as an Exhibit to
the Company's Annual Report on Form 10-KSB for the year ended April 30, 1998 and incorporated
herein by reference.)
10.23 -- Employment Agreement of Gerald M. Dunne, Jr. with Registrant. (Filed as an Exhibit to
Amendment No. 2 to the Company's Registration Statement on Form SB-2 (No. 333-17681) filed
March 21, 1997 and incorporated herein by reference.)
</TABLE>
9
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<TABLE>
<CAPTION>
Exhibit
Number Description Of Exhibits
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<S> <C>
10.24 -- 1996 Stock Option Plan. (Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (No. 333-17681) filed March 3, 1996 and incorporated herein by
reference.)
10.25 -- Stock Purchase Agreement dated as of August 11, 1997 between the Registrant and the selling
shareholders of Eastern Telecommunication Incorporated, together with all exhibits thereto.
(Filed as an Exhibit to the Company's Annual Report on Form 10-KSB for the year ended April
30, 1998 and incorporated herein by reference.)
10.26 -- Separation Agreement between Peter J. Russo with Registrant. (Filed as an Exhibit to the Company's
Annual Report on Form 10-KSB for the year ended April 30, 1999 and incorporated herein by reference.)
10.27 -- Consulting Agreement between Torbay Management Services, Inc., with Registrant.
(Filed as an Exhibit to the Company's Annual Report on Form 10-KSB for the year ended April
30, 1999 and incorporated herein by reference.)
10.28 -- Separation Agreement between Gerald M. Dunne, Jr. with Registrant. (Filed as an Exhibit to the
Company's Annual Report on Form 10-KSB for the year ended April 30, 1999 and incorporated
herein by reference.)
10.29 -- Employment Agreement of Glenn S. Koach with Registrant. (Filed as an Exhibit to the Company's
Annual Report on Form 10-KSB for the year ended April 30, 1999 and incorporated herein by
reference.)
10.30 -- Sublease Agreement between ADMINASSISTANCE with the Registrant dated November 4, 1999. (Filed
as an Exhibit to the Company's Annual Report on Form 10-KSB for the year ended April 30, 1999
and incorporated herein by reference.)
10.31 -- Letter of Intent between COYOTE and the Company dated March 28, 2000. (Filed as an Exhibit to
Form 8-K on March 31, 2000 and incorporated herein by reference.)
10.32 -- Agreement and Plan of Merger between Coyote and the Company dated May 1, 2000. (Filed as an
Exhibit to Form 8-K on April 30, 2000 and incorporated herein by reference.)
10.33 -- Asset Purchase Agreement between INET Interactive Network Systems, Inc., and the Company dated
April 30, 2000. (Filed as an Exhibit to Form 8-K on April 30, 2000 and incorporated herein by
reference.)
10.34 -- First Amendment to Agreement and Plan of Merger between Coyote and the Company dated July 31,
2000. (Filed as an Exhibit to the Company's Annual Report on Form 10-KSB for the year ended
April 30, 2000 and incorporated herein by reference.)
21.1 -- Subsidiaries of Registrant.
27.1 -- Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GROUP LONG DISTANCE, INC.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ GLENN S. KOACH President and Chief Executive Officer September 14, 2000
--------------------------------- (Principal Executive Officer)
Glenn S. Koach
By: /s/ SAM D. HITNER Chief Financial Officer September 14, 2000
--------------------------------- (Principal Financial and Accounting Officer)
Sam D. Hitner
</TABLE>
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