EUROTELECOM COMMUNICATIONS INC
10QSB/A, 2000-12-22
BUSINESS SERVICES, NEC
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                    -----------------------------------------


                                 FORM 10-QSB/A-1


      (MARK ONE)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          [X]             OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                            or

                    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          [ ]             OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM ______ TO ______ .

                    -----------------------------------------

                         COMMISSION FILE NUMBER 0-27673
                         EUROTELECOM COMMUNICATIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                   87-0409699

   (STATE OR OTHER JURISDICTION OF                      I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.

                    MEXBOROUGH BUSINESS CENTRE, COLLEGE ROAD,

                 MEXBOROUGH, S64 9JP, YORKSHIRE, UNITED KINGDOM

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               011 44 1709 590899

                               011 44 1709 590939

               (Registrants Telephone Number, Including Area Code)

                    -----------------------------------------

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 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. Yes [x] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As at 26 April 2000, there were outstanding 17,946,222 shares of Common Stock
and 11,165,763 shares of Class A Common Stock, each of $0.01 par value.



<PAGE>

                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                -------------------------------------------------

                                      INDEX
                                      -----


PART I   FINANCIAL INFORMATION                                                 3

ITEM I   FINANCIAL STATEMENTS                                                  3

         Consolidated Balance Sheets of the Company at March 31, 2000
         (unaudited) and June 30, 1999 (audited)                               3

         Consolidated Statements of Operations of the Company (unaudited) for
         the three months and nine months ended March 31, 2000 and 1999.       5

         Consolidated Statements of Cash Flows of the Company (unaudited) for
         the nine months ended March 31, 2000 and 1999.                        6

         Consolidated Statement of Stockholders' Deficit (unaudited) for the
         three months ended March 31, 2000                                     7

         Consolidated Statement of Comprehensive Loss (unaudited) for the
         three months ended March 31, 2000                                     7

         Notes to Consolidated Financial Statements                            8

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.                                                9

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           11

PART II  OTHER INFORMATION                                                    12

ITEM 1   LEGAL PROCEEDINGS                                                    12

ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS                            12

ITEM 3   DEFAULTS UPON SENIOR SECURITIES                                      12

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  12

ITEM 5   OTHER INFORMATION                                                    12

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K                                     12

         SIGNATURES                                                           12


                                       2


<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                         ------------------------------


ITEM 1   FINANCIAL STATEMENTS

                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                ------------------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------


                                                  MARCH 31,          JUNE 30,
                                                    2000               1999
                                                 (UNAUDITED)        (AUDITED)
                                                -------------     -------------
                   ASSETS
Current Assets:

Cash and cash equivalents                       $     28,957      $          -
Accounts receivable                                1,268,018           884,381
Accounts receivable - related party                        -            56,913
Other receivables                                          -           185,358
Inventories                                        1,491,695           357,952
Prepaid expenses                                      60,089            27,803
Unearned compensation                                204,519                 -
                                                -------------     -------------
                   TOTAL CURRENT ASSETS         $  3,053,278      $  1,512,407

Property and equipment, net                          608,054            90,718
Goodwill, net                                        308,161           381,868
Investments at cost                                   89,708            43,964
Deferred offering costs                              880,000                 -
                                                -------------     -------------
                   TOTAL ASSETS                 $  4,939,201      $  2,028,957
                                                =============     =============

           See accompanying notes to Consolidated Financial Statements


                                       3


<PAGE>

                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                -------------------------------------------------
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                     ---------------------------------------


                                                   MARCH 31,         JUNE 30,
                                                     2000              1999
                                                 (UNAUDITED)        (AUDITED)
                                                 -------------     -------------
    LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:

Bank facility                                    $  1,284,254      $    375,261
Current maturities of long-term obligations            46,321           470,627
Accounts payable                                    3,443,836           743,063
Accounts payable - related party                       15,288             9,464
Accrued liabilities                                   170,731           207,554
Accrued income and other taxes                        280,630           311,807
                                                 -------------     -------------
                     TOTAL CURRENT LIABILITIES   $  5,241,060      $  2,117,776

Long-term liabilities:

Notes payable                                         155,463           941,240
Less: current maturities of long term obligations     (46,321)         (470,627)
                                                 -------------     -------------
                   TOTAL LONG TERM LIABILITIES   $    109,142      $    470,613
                                                 -------------     -------------
                             TOTAL LIABILITIES   $  5,350,202      $  2,588,389
                                                 =============     =============
Stockholders'  (deficit):
Preferred Stock $.01 par value. Authorized
10,000,000 shares; none issued.
Common Stock, $.01 par value. Authorized
20,000,000 shares; 17,946,222 and 8,988,102
shares issued and outstanding in March 31,
2000 and June 30, 1999 respectively                   179,463            89,882
Additional paid-in capital                         27,120,361        23,556,427
Less subscriptions receivable                               -          (131,788)
Accumulated deficit                               (27,794,589)      (24,078,967)
Other comprehensive income                             83,764             5,014
                                                 -------------     -------------
                   TOTAL STOCKHOLDERS' DEFICIT   $   (411,001)     $   (559,432)
                                                 -------------     -------------
    TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    BALANCE AS OF MARCH 31, 2000                 $  4,939,201      $  2,028,957
                                                 =============     =============

           See accompanying notes to Consolidated Financial Statements


                                       4


<PAGE>
<TABLE>

                                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                                -------------------------------------------------
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                      -------------------------------------
<CAPTION>

                                                   THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                        MARCH 31,                              MARCH 31,
                                                 2000              1999                2000               1999
                                            --------------------------------    ----------------------------------
                                                                         (UNAUDITED)
<S>                                         <C>                  <C>            <C>                    <C>
Net revenues                                $  1,515,000            395,523     $    4,976,488            427,523
Cost of revenue                                1,078,142            177,571          3,599,800            177,571
                                            -------------    ---------------    ---------------    ---------------
                      GROSS PROFIT          $    436,858            217,952     $    1,376,688            249,952
                                            -------------    ---------------    ---------------    ---------------
Expenses:
Selling and administrative                     1,580,221            765,074          4,814,766          1,274,282
Depreciation                                      13,921             16,423             37,736             27,595
Amortization of intangible assets                 20,388                  -             73,707                  -
Loss from closed subsidiary                            -            123,928                  -            415,851
                                            -------------    ---------------    ---------------    ---------------
                    OPERATING LOSS          $ (1,177,672)          (687,473)    $   (3,549,521)        (1,467,776)
                                            -------------    ---------------    ---------------    ---------------
Other Income/(expense):
Interest expense                                  26,808             17,013            122,137             58,991
Investment writedown                                   -                  -             43,964                  -
Loan stock beneficial conversion expense               -            918,750                  -            918,750
                                            -------------    ---------------    ---------------    ---------------
          LOSS BEFORE INCOME TAXES          $ (1,204,480)        (1,623,236)    $   (3,715,622)        (2,445,517)
                                            -------------    ---------------    ---------------    ---------------
Income tax expense                                     -                  -                  -                100
                                            -------------    ---------------    ---------------    ---------------
Net loss for the Period                       (1,204,480)        (1,623,236)        (3,715,622)        (2,445,617)
                                            -------------    ---------------    ---------------    ---------------

Net loss per common share
- basic                                           (0.067)            (0.239)            (0.276)            (0.381)
                                            =============    ===============    ===============    ===============

Weighted average number of common shares
                                              17,946,222          6,788,040         13,461,662          6,417,441
                                            -------------    ---------------    ---------------    ---------------

</TABLE>

Basic and diluted loss per share are the same due to any effect of warrants
outstanding being anti-dilutive.

See accompanying notes to Consolidated Financial Statements


                                       5


<PAGE>

                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                -------------------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------


                                                   NINE MONTHS ENDED MARCH 31,
                                                   ---------------------------
                                                       2000           1999
                                                   ------------   ------------
                                                           (UNAUDITED)

NET LOSS                                           $(3,715,622)   $(2,445,617)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES

Non-cash items:
Depreciation and amortization                          111,443         27,595
Investment write down                                   43,964              -
Write off subscription receivable                      131,788              -
Stock issued for services                              696,240        356,456
Loan stock beneficial conversion                             -        918,750
Amortization of unearned compensation                   45,481              -

CHANGES IN CURRENT ASSETS AND LIABILITIES

Receivables                                           (326,724)      (218,466)
Inventories                                         (1,133,743)       (24,678)
Other current assets                                   153,072        (90,124)
Accrued expenses                                       (36,823)       161,082
Accounts payable                                     2,706,597        122,411
Other liabilities                                      (47,435)      (233,401)
Net cash provided by (used in) operating           ------------   ------------
Activities                                          (1,371,762)    (1,425,992)
                                                   ============   ============

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investments                                (90,341)             -
Purchase/Disposal of fixed assets                     (511,244)        13,778
Net cash (used in) provided by investing           ------------   ------------
Activities                                            (601,585)        13,778
                                                   ============   ============

CASH FLOW FROM FINANCING ACTIVITIES

Fees associated with company stock issue              (880,000)             -
Repayment of debt                                      (13,347)       (48,000)
Proceeds from line of credit                           908,993        273,871
Proceeds from issuance of common stock               1,907,275        211,250
Proceeds from issuance of debt                               -        975,093
Net cash provided by financing                     ------------   ------------
Activities                                           1,922,921      1,412,214
                                                   ============   ============

Effect of exchange rate changes on cash                 79,383              -
                                                   ============   ============

INCREASE IN CASH
Cash and cash equivalents at beginning of period             -              -
                                                   ------------   ------------
Cash and cash equivalents at end of period              28,957              -
                                                   ============   ============


                                       6


<PAGE>
<TABLE>

                                  EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  -------------------------------------------------
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   -----------------------------------------------
                                         FROM July 1, 1999 TO MARCH 31, 2000
                                       --------------------------------------
<CAPTION>


                                                                                                   ACCUMULATED
                                                                                                      OTHER
                                                                                      ACCUMULATED  COMPREHENSIVE
                                   SHARES           AMOUNT        PAID IN CAPITAL       DEFICIT       INCOME
                                ------------     ------------     ---------------    ------------  ------------
<S>                              <C>             <C>              <C>                <C>           <C>
Balance July 1, 1999              8,988,102           89,882         23,556,427      (24,078,967)        5,014

Shares issued during period:

Loan stock conversion             5,500,000           55,000            745,000               --            --
Cash                                310,000            3,100            303,075               --            --

Net loss for period
  ended September 30, 1999               --               --                 --         (834,788)           --

Currency translation
  differences on foreign
  currency net investment                                                                               (3,311)
                                ------------     ------------     ---------------    ------------  ------------
Balance October 1, 1999          14,798,102      $   147,982      $  24,604,502      (24,913,755)  $     1,703

Shares issued during period:
Acquisition of RTC Inc.             150,000            1,500            248,500               --            --
Consultancy fees                    780,000            7,800            252,200               --            --
Employee bonuses                    218,120            2,181            434,059               --            --
Cash                              2,000,000           20,000          1,581,100               --            --

Net loss for the period
  ended December 31, 1999                --               --                 --       (1,676,354)           --
Currency translation
  differences on foreign
  currency net investments               --               --                 --               --        48,423
                                ------------     ------------     ---------------    ------------  ------------

Balance January 1, 2000          17,946,222          179,463         27,120,361      (26,590,109)       50,126

Net loss for the period
  ended March 31, 2000                   --               --                 --       (1,204,480)           --
Currency translation
  differences on foreign
  currency net investments               --               --                 --               --        33,638
                                ------------     ------------     ---------------    ------------  ------------
                                 17,946,222          179,463         27,120,361      (27,794,589)       83,764
                                ============     ============     ===============    ============  ============

</TABLE>


                  CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
                  --------------------------------------------


Net loss for the period ended March 31, 2000                     $(3,715,622)

Currency translation differences on foreign
currency net investments                                              90,224
                                                                 ------------
Comprehensive loss                                               $(3,625,398)
                                                                 ============

                                       7


<PAGE>

                EUROTELECOM COMMUNICATIONS, INC. AND SUBSIDIARIES
                -------------------------------------------------
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            --------------------------------------------------------
            FOR THE NINE MONTHS AND THREE MONTHS ENDED MARCH 31, 2000
            ---------------------------------------------------------


BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared by the
Company without audit in accordance with generally accepted accounting
principles for interim financial statements and with instructions to Form 10-Q.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine months ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ended June 30, 2000.

The accompanying consolidated financial statements do not include certain
footnotes and financial presentations normally required under generally accepted
accounting principles and, therefore should be read in conjunction with the
audited financial statements included in the Company's Form 10-SB as of June 30,
1999.

On July 1, 1999 unsecured convertible loan notes in the amounts of $80,000,
$360,000 and $360,000 issued on February 11, 1999 were converted into 550,000,
2,475,000 and 2,475,000 shares of Common Stock respectively.

On July 22, 1999 the Company raised additional equity through the issue of
150,000 Common Stock for $150,000 cash.

On August 16, 1999, the Company entered into a transaction which at the time it
described as an "Agreement of Sale" with Ray May for all of the shares of
capital stock of RTC, Inc. As part of the agreement Ray May simultaneously
entered into a three-year employment contract with the Company and a covenant
not to compete. The purchase price was 150,000 shares of the common stock of the
Company valued at $250,000. At the time of the transaction, RTC had no assets,
liabilities or contracts in progress and no financial statements. The Company
now believes, after consultations with its newly appointed auditors, that the
transaction, in substance, was not an acquisition but an employment agreement
with Ray May for future services. The Company has revised its financial
statements accordingly. To properly match costs and revenues the Company will
amortize the value of the stock over the employment agreement.

The impact of this revised accounting treatment has been to reduce goodwill by
$263,445 and record an asset for unrecorded compensation of $204,519. Within the
consolidated statement of operations for the three months ended March 31, 2000
$17,502 of previously recorded amortization expense has been reclassified to
selling and administrative expenses. For the nine months ended March 31, 2000
the loss for the period has increased by $53,911 and $35,063 has been
reclassified from amortization expense to selling and administrative expenses.

On September 28, 1999 the Company raised additional equity through the issue of
160,000 Common Stock for $156,175 cash.

In the three months ended December 31, 1999 the Company raised additional equity
through issuing Common Stock pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended. The Company issued 2,998,120 shares for
$2,297,340 to non US persons representing a mixture of cash and services
provided to the Company.

                                       8


<PAGE>

In the three months ended March 31, 2000 the Company incurred professional fees
and expenses in relation to an equity offering of a new class of securities,
designated Class A Common Stock par value $.001, of which 11,165,763 were issued
on April 5, 2000 pursuant to Regulation S promulgated under the Securities Act
of 1933, as amended.


ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULT OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2000

This Form 10-Q contains certain forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. The forward looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, the forward looking
statements. Factors that might cause such a difference include, but are not
limited to, those relating to: general economic conditions in which the Company
operates, dependence on suppliers, third party manufacturers and channels of
distribution; customer and product concentration; fluctuations in customer
demand, maintaining access to external sources of capital; ability to execute
management's margin improvement; overall management of the Company's expansion;
and other risk factors detailed from time to time in the Company's filings with
the Securities and Exchange Commission.

RESULTS OF OPERATIONS

COMPARISON OF THIRD QUARTER AND FIRST NINE MONTHS OF 1999/2000 TO EQUIVALENT
PERIODS IN 1998/1999

The Company's financial year end is June 30. The third quarter therefore refers
to the three months ended March 31, 2000 and the first nine months refers to the
nine months ended March 31, 2000.

NET REVENUE
Revenues increased by $1,119,477 from $395,523 for the three months ended March
31, 1999 to $1,515,00 for the three months ended March 31, 2000, an increase of
183%.

The increase is due to increased volume of sales in the period.

The third quarter of 1999 show the continued development of the Company. For the
nine months ended March 31, 2000, revenues totalled $4,976,488, an increase of
$4,548,965 from $427,523 for the nine month period ended March 31, 1999, an
increase of 1064%

The individual divisions of the Company showed revenue growth for the quarter.

Easy IP Limited contributed net revenues for the three months ended March 31,
2000 of $626,418 this being the third full quarter of contribution since
acquisition in April 1999 with no revenues for the three months ended March 31,
1999.

RTC Inc. contributed net revenues of $92,101 for the three months ended March
31, 2000 this being an acquisition in August 1999, with no revenues for the
three months ended March 31, 1999.

The commercial security division in Mexborough contributed net revenues of
$204,499 for the three months ended March 31, 2000.

                                       9


<PAGE>

The defense division in Blandford contributed net revenues of $1,004,293 for the
three months ended March 31, 2000 with no revenues for the three months ended
March 31, 1999.

The air conditioning subsidiary, Chunlan Limited, contributed net revenues of
$110,423 for the three months ended March 31, 2000 with no revenues for the
three months ended March 31, 1999.

GROSS PROFIT
Gross profit for the three months ended March 31, 2000 increased to $436,858
compared with the three months ended March 31, 1999 of $217,952, an increase of
100%. The nine month period ended March 31, 2000 showed a gross profit of
$1,376,688 compared with a gross profit of $249,952 for the nine months ended
March 31, 1999, an increase of 450% This increase was due to the increased
volume of sales.

SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses increased by $815,147 from $765,074 for the
three months ended March 31, 1999 to $1,580,221 for the three months ended March
31, 2000, an increase of 107%. Selling and administrative expenses increased by
$3,540,484 from $1,274,282 for the nine months ended March 31, 1999 to
$4,814,766 for the nine months ended March 31, 2000, an increase of 278%.

The increase was due to the Company's continuing expansion plans; employing more
staff, the increased overheads associated with the additional offices opened and
additional overheads to service the increased sales. Wages and salaries
increased from $108,704 for the three months ended March 31, 1999 to $739,651
for the three months ended March 31, 2000, an increase of 580%. Advertising and
sales promotions increased from $0 for the three months ended March 31, 1999 to
$72,721 in the three months ended March 31, 2000. Motor expenses increased from
$44,111 for the three months ended March 31, 1999 to $371,712 for the three
months ended March 31, 2000, an increase of 742% due to the increase in the
number of employees employed in the period.

AMORTIZATION OF INTANGIBLE ASSETS
The amount of amortization of intangible assets has increased by $20,388 in the
three months ended March 31, 2000 from $0 in the three months ended March 31,
1999. The charge relates to the goodwill associated with the acquisition Easy IP
Limited.

INTEREST EXPENSE
The interest expense increased to $26,808 in the three months ended March 31,
2000 from $17,013 in the three months ended March 31, 1999 and to $122,137 in
the nine months ended March 31, 2000 from $58,991 in the nine months ended March
31, 1999. The increase was due to obtaining additional lines of bank credit in
the period.

LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations during the nine months ended March 31, 2000 amounted
to $(1,371,762) and consisted of the $(3,715,622) net loss decreased by the
$2,343,860 decrease in working capital and other non cash items.

Accounts payable and accruals were a source of funding to the extent of
$2,669,774.

Accounts receivable used $108,258 of funds due to increased revenues.

The Company has a credit facility with National Westminster Bank of $560,000
repayable on demand. By informal agreement with the bank, the Company has been
permitted to borrow in excess of this amount on a demand basis. As of March 31,
2000, the Company owed $1,284,254 to the bank under such facility.

INVESTING ACTIVITIES

Capital expenditure of $601,585 for the three months ended March 31, 2000
consisted primarily of fixed asset additions.

                                       10


<PAGE>

LIQUIDITY

The Company has to date not generated positive cash flow from operations.
Accordingly, the Company has required additional capital to fund activities and
to provide for increased working capital requirements which arise from increased
sales activities. Since June 30, 1999, the Company's working capital
requirements have been met by collections of accounts receivable and by
borrowings under the revolving credit facility together with additional sales of
common stock. The Company completed an additional equity raise on April 5, 2000,
pursuant to Regulation S promulgated under the Securities Act of 1933, as
amended, in which 11,165,763 shares of a new class of securities, designated
Class A Common Stock par value $0.01, were issued to non US persons for
$26,797,831.

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not invest in risk sensitive instruments, such as derivative
financial instruments, other financial instruments or derivative commodity
instruments, either for trading or non trading purposes. Most of the Company's
activities are conducted in the United Kingdom in British Pounds Sterling; a
smaller part of its activities are conducted in the United States through the
Company's subsidiary, RTC, Inc., in United States Dollars. The Pound Sterling to
Dollar exchange rate has remained stable for the past few years at about 1 Pound
to 1.6 Dollars. Variations in the Pound Sterling to Dollar exchange rate could
effect a proportional change in asset value and income.

                                       11


<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1         LEGAL PROCEEDINGS

None.


ITEM 2         CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3         DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Effective February 7, 2000, the Company's shareholders adopted an amendment to
the Certificate of Incorporation which increased the number of shares of Common
Stock $.01 par value the Company is authorized to issue to 50,000,000, and added
a new class of stock consisting of 50,000,000 shares of Class A Common Stock. On
or about January 16, 2000, such amendments were proposed to the shareholders by
the Company's Board of Directors, and approved by the written consents of the
holders of 9,681,820 shares of Common Stock, which represented approximately 54%
of the Company's outstanding Common Stock. An Information Statement on Schedule
14-C (which included the text of the Certificate of Amendment to the Certificate
of Incorporation of the Company) was filed on February 7, 2000, and was mailed
to each of the holders of record of the Company's Common Stock, but no proxies
or other vote of shareholders was requested. The Certificate of Designations
describing the terms of the Class A Common Stock is attached as exhibit 4.0.
Article 2.6 (Quorum and Required Vote) of the by-laws of the Company were
amended on 28 March 2000. The amended and restated by-laws of the Company are
attached as exhibit 3.2.


ITEM 5         OTHER INFORMATION

None.


ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits.


Exhibit No.    Exhibit
-----------    -------
3.2            By-laws of the Company as amended through March 28, 2000*
4              Certificate of Designations of Class A Common Stock*
27             Financial Data Schedule

*Filed with the Company's Form 10-QSB filed with the Securities and Exchange
Commission on May 19, 2000 and incorporated herein by reference.


b.  Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant for the period.



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.

                         EUROTELECOM COMMUNICATIONS, INC.
                                  (REGISTRANT)



Date: December 21, 2000                           By: /S/ David Linell
                                                     -----------------------
                                                     David Linell
                                                     Chief Financial Officer


                                       12


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