<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2000
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________________ to ___________________
Commission file number 000-25735
---------
iQrom Communications, Inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0370480
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7635 Ashley Park Court, Suite 503V, Orlando, Florida 32835
(Address of principal executive offices)
(407) 299-2230
---------------------------
(Issuer's telephone number)
________________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 22,024,378
----------
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
iQrom COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2000
ASSETS (Unaudited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $1,924,987
ACCOUNTS RECEIVABLE 1,020,227
INVENTORY 0
PREPAID EXPENSES 150,527
----------
TOTAL CURRENT ASSETS 3,095,741
FIXED ASSETS - NET 214,812
INTANGIBLE ASSETS - NET 830,318
----------
TOTAL ASSETS $4,140,871
==========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES -
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $1,101,878
----------
TOTAL LIABILITIES 1,101,878
SHAREHOLDERS' EQUITY:
COMMON STOCK, (par value $0.001, authorized 50,000,000
shares; issued and outstanding, 22,024,378, shares) 22,024
ADDITIONAL PAID-IN CAPITAL 7,685,767
ACCUMULATED DEFICIT (4,757,306)
ACCUMULATED OTHER COMPREHENSIVE INCOME-
Cumulative foreign currency translation adjustment 88,508
----------
TOTAL SHAREHOLDERS' EQUITY 3,039,993
----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $4,140,871
==========
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
iQrom COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUE
TOTAL REVENUE $783,091 - $3,171,445 -
----------------------------------------------------------------------
COST OF SALES 706,313 - 2,602,246 -
----------------------------------------------------------------------
GROSS PROFIT 76,778 - 569,199 -
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES
Advertising and selling 606,856 - 891,491 -
Professional fees 260,550 - 1,102,963 -
Salaries and benefits 488,715 - 1,369,945 -
Depreciation & Amortization 105,239 - 126,232 -
Administrative and Other 750,942 155,109 1,220,358 202,366
----------------------------------------------------------------------
TOTAL SELLING, GENERAL &
ADMINSTRATIVE EXPENSES 2,212,230 155,109 4,710,989 202,366
OPERATING LOSS 2,135,524 155,109 4,141,790 202,366
INTEREST INCOME 49,164 - 142,574 -
INTEREST EXPENSE (5,721) - (35,087) -
LOSS ON FOREIGN EXCHANGE (36,601) - (36,601) -
NET LOSS $2,128,682 $155,109 $4,070,904 $202,366
======================================================================
NET LOSS PER SHARE -
basic and diluted $.10 $.01 $.24 $.01
Weighted Shares Outstanding 21,834,487 20,334,378 16,993,553 16,147,823
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
iQrom COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
September 30
2000 1999
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss $(4,070,904) $(202,366)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 30,955
Amortization 97,342
Loss on disposal of fixed assets 1,051
Change in operating assets and liabilities:
Accounts receivable (1,019,987)
Prepaid assets (150,527)
Accounts payable and accrued expenses 492,536 202,366
----------- ----------
Net cash used in operating activities (4,619,534) -
INVESTING ACTIVITIES:
Purchases of fixed assets (240,519) -
Payments for patents (129,072) -
Payments for trademarks (3,262) -
Acquisition of licensing agreements (243,327) -
Acquisition of business net of cash acquired (348,367) -
----------- ----------
Net cash used in investing activities (964,547) -
FINANCING ACTIVITIES:
Repayment of notes payable (1,672,784) -
Payments to former DXP US Shareholders (827,216)
Issuance of common stock 9,900,000 -
----------- ----------
Net cash provided by financing activities 7,400,000 -
EFFECT OF EXCHANGE RATE CHANGES ON CASH - 109,068 -
----------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,924,987 -
CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD - -
CASH AND CASH EQUIVALENTS - END OF THE PERIOD $1,924,987 -
=========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
iQrom Communications, Inc
Notes to Condensed Consolidated Financial Statements
September 30, 2000
Note 1 - Basis of Presentation.
The accompanying condensed unaudited consolidated financial statements
of iQrom Communications, Inc., and its wholly owned subsidiaries (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information in response to
the requirements of Article 10 of Regulation S-X and the instructions
of Form 10-QSB. Accordingly, they do not contain all of the information
and footnotes required by accounting principles generally accepted in
the United States of America. In the opinion of management, the
accompanying condensed unaudited consolidated financial statements
reflect all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the
Company's financial position and the results of its operations and its
cash flows for the interim periods presented. These financial
statements should be read in conjunction with our audited financial
statements as of November 30, 1999, including the notes thereto, and
the other information included in the Company's most recent filing on
Form 8-K, which was filed with the Securities and Exchange Commission,
or SEC, on July 3, 2000. The following discussion may contain forward
looking statements which are subject to the risk factors set forth in
"Risks and Uncertainties" as stated in Item 2 of this filing.
Operating results for the interim periods presented are not necessarily
indicative of the operating results that may be expected for the year
ending December 31, 2000.
Note 2 - Summary of Significant Accounting Policies.
Principles of Consolidation - The consolidated financial statements of
operations include iQrom Communications, Inc. and its wholly owned
subsidiaries. All significant intercompany accounts and transactions
have been eliminated in the consolidated financial statements.
Revenue Recognition - The Company designs, develops and distributes
digital communications technology based on its own and licensed
intellectual property. Revenues from the sale of products are
recognized at the time they are shipped or services are provided to the
customer. The Company recognizes revenue from conferencing and content
development as activities are performed or as development milestones
are completed under the respective agreements. Costs incurred in
connection with the performance of conferencing and content development
are expensed as incurred.
Cash and Equivalents - The Company considers all highly liquid
financial instruments with maturity at the time of purchase of ninety
days or less to be cash equivalents.
Recent Accounting Pronouncements - The Financial Accounting Standards
Board (FASB) recently issued Statement No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of Effective
Date of FASB Statement No. 133." The Statement defers for one year the
effective date of FASB Statement No. 133 (SFAS No. 133), "Accounting
for Derivative Instruments and Hedging Activities." The rule will now
apply to all fiscal quarters of all fiscal years beginning after June
15, 2000. The Statement permits early adoption as of the beginning of
any fiscal quarter after its issuance. SFAS 133 will require the
Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in fair value will either be offset against the
change in the fair value of the hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The Company has
not yet determined what the effect of SFAS 133 will be on its earnings
and financial position.
Foreign Currency Translation - Assets and liabilities of the Company's
non-U.S. subsidiary are translated into U.S. dollars using the end of
period exchange rates. The effect of this translation is reported in
Accumulated Other Comprehensive Income in the accompanying consolidated
balance sheet. Income statement elements of the non-US subsidiary are
translated to U.S. dollars using average period exchange rates and are
recognized as part of revenues, costs and expenses.
6
<PAGE>
Intangible Assets - Intangible assets consist principally of
trademarks, licenses and goodwill. These are amortized on a
straight-line basis over twenty, fifteen and three years, respectively.
The Company has elected to amortize the Goodwill over a three-year
period.
Income Taxes - At September 30,2000, the Company has a domestic net
operating loss carry forward available to offset future taxable income
of approximately $1,928,000 expiring at various dates through 2020. In
addition, the Company's foreign subsidiary also has a net operating
loss carry forward available to offset future taxable income
approximately $2,109,000, which does not expire. The approximate tax
benefit of these carryforwards totaling $1,534,000 has been fully
offset by a valuation allowance.
Net Loss Per Share Information - Basic and diluted loss per share are
computed based on the weighted average shares outstanding during the
period. Diluted net income per share will include the dilutive effect
of potential common stock issuances using the treasury stock method.
Common equivalent shares are excluded from the computation if their
effect is anti-dilutive. The Company's warrants have been excluded from
diluted loss per share since their effect is anti-dilutive.
Note 3 - Shareholders Equity.
Reverse Acquisition - On April 10, 2000, Hiking Adventures, Inc.,
amended its articles of incorporation to change its name to iQrom
Communications, Inc (iQrom). On April 20, 2000, the Company acquired
50% of the outstanding common stock of DXP US, Inc. (DXP) from its UK
shareholders, Messrs Elek, Maynard-Taylor and Allmark, by way of
exchange (the share exchange) in consideration for the issue of
6,400,314 voting common shares in the capital of the Company plus a
share of cash proceeds from the placement referred to under the
following subheading (Issuance of Equity). Immediately subsequent to
the Share Exchange, DXP was merged with and into iQrom Communications
Acquisition Co. (ICA), a wholly owned subsidiary of iQrom (the
Reorganization). As a result of the Reorganization, all of the common
stock of DXP outstanding and owned by POV US, LLC (i.e. the 50% of
common stock of DXP not already owned by the Company by virtue of the
Share Exchange) was also converted into 6,400,314 voting shares in the
capital of the Company plus a share of the cash proceeds from the
Placement referred to above. All of the common stock of DXP issued and
outstanding owned of record by the Company by virtue of the Share
Exchange was cancelled and retired and the separate existence of DXP
thereby ceased and ICA continued as the surviving corporation.
Additionally, 2,466,250 voting common shares of the Company held by its
former President were cancelled as part of the transaction. This
resulted in the former shareholders of DXP owning approximately 59% of
the voting common shares of the Company upon completion of the Share
Exchange and Reorganization. The Reorganization has been accounted for
as a reverse merger under accounting principles generally accepted in
the United States, as more fully described below.
Under the accounting treatment for the reverse merger, DXP is
considered the acquiring entity for accounting purposes and that ICA is
the acquired entity even though iQrom is the surviving legal entity. As
a result of this reverse purchase accounting treatment, (i) the
historical financial statements of the Company for periods prior to the
date of the merger are no longer the historical financial statements of
iQrom, and are, therefore, no longer presented; (ii) the historical
financial statements of the Company for periods prior to the date of
the merger are those of DXP; (iii) all reference to the financial
statements of the "Company" apply to the historical financial
statements of DXP prior to the merger and to the consolidated financial
statements of the Company subsequent to the merger.
Issuance of Equity - Prior to the Share Exchange and Reorganization
described above, the Company undertook a private placement (the
Placement). Under the first tranche of the Placement, the Company
issued 1,320,000 units at a price of $7.50 per unit to a group of
investors. Each unit consisted of one share of the Company's common
stock and a half warrant. Each holder of two one-half warrants is
entitled to acquire one share of the Company's common stock at a price
of not less than $7.50 if the warrant is exercised within a year of
issuance or $10 if exercised in the second year. If not exercised, the
warrants expire on April 20, 2002.
7
<PAGE>
The Company received gross proceeds of $9,900,000 from the first
tranche of the Placement. After completing the first tranche of the
Placement, $2,400,000 of the proceeds were paid to the former
shareholders of DXP, and the remainder was retained for working capital
purposes.
Under the second tranche of the Placement, the Company issued 330,000
shares of its common stock at a price of $7.50 per share for total
consideration of $2,475,000. No warrants were issued with these shares.
The Placement called for the issuance of the shares upon the
achievement of certain revenue targets by the Company. The proceeds
from the issuance of shares under the second tranche were used to make
the final distribution to DXP shareholders. (See Item 2. below.)
Operating results for the three and nine months ended September 30,
2000 are not necessarily indicative of the operating results that may
be expected for the year ending December 31, 2000.
Item 2. Management's Discussion and Analysis or Plan of Operation.
A predecessor to the Registrant, the non-US subsidiary of ICA, itself a wholly
owned subsidiary of the Company, was incorporated in the United Kingdom ("UK")
in March 1999 under the name of DXP New Media Services Limited ("DXP NMS"). In
June 1999, DXP NMS entered into an exclusive licensing agreement with iOra
Limited, a UK software developer, for the use of iOra's proprietary SoftCDTM
technology. (See Part II, Item 5 below.) DXP NMS commenced operations in
September 1999. In March 2000, DXP NMS changed its name to iQrom Limited. On
April 20, 2000, through a series of transactions described above, iQrom Limited
became a subsidiary of the Registrant.
The Consolidated Statements of Operations above includes the operating results
for the nine months ended September 30, 2000 and for the three-month quarter
from July 1, 2000 to September 30, 2000. The Company is in the process of
building and growing its operations, activities, and staff in the US, UK, and
Europe. Comparisons with its activities for the nine months ended September 30,
1999 offer little insight into its current operations.
Reduced Revenues for the three months ended September 30th are consistent with
the normal expected slowdown in sales of CD-ROM Business Cards during the summer
months. Recently there has been an increase in both the number of orders and in
the size of orders for the Company's CD-Updateable products (CD-Us).
Gross Profit quarter to date is down compared to the previous quarter by 9.8%.
This is attributed to the reduced number of large CD-ROM Business Card orders
and certain costs associated with conferencing and certain new media activities
during the period. Notwithstanding, the Gross Profit margin year-to-date is
running nearly 18%, and the Company expects this margin will increase over time.
Excluding Depreciation & Amortization of Intangible Assets, Selling, General and
Administrative expenses increased $577,447 to $2,107,063 in the third quarter.
During the period there was a considerable investment in revamping and expanding
the Company's web site, its promotional materials and marketing activities
worldwide. Other Expenses increased as a result of continued expansion of the
Company's office in Orlando, Florida and increases in staff and support in both
the UK and the US. Professional Fees decreased approximately by 67% to $260,550
as almost all of the professional fees associated with the Private Placement,
license acquisition and the purchase of 2 Step Productions were incurred in the
previous period. As noted in Part II, Item 1, the Company has been named as a
third-party complainant in the Spacemark legal proceedings and, as a result, has
and will continue to incur professional fees relating to these matters.
Depreciation & Amortization increased substantially over the prior quarter, by
$236,716, as a result of the amortization related to the second tranche and the
execution of the exclusive licensing agreement with iOra.
8
<PAGE>
Total Current Assets decreased to $3,095,741 mainly as a result of payment of
the expenses mentioned above, acquisition of fixed assets, payments for the
exclusive rights to use SoftCDTM on CD Business Cards and disks, and the final
payment for the acquisition of the business of 2 Step Productions. Total
Liabilities decreased from $4,038,960 to $1,101,878 on September 30th as a
result of the payment to the DXP shareholders (see below) and the repayment of a
short-term loan.
As described in Note 3 above, on August 16, 2000 the Company received $2,475,000
in proceeds from the second tranche of the Private Placement. The terms of the
second tranche called for the Company to issue 330,000 shares of stock at a
price of $7.50 per share when the Company met certain revenue targets for the
three months ending June 30, 2000. Upon receipt, the Company distributed these
funds to the original DXP shareholders in final consideration of the Share
Exchange and Reorganization.
The Company acquired Hiking Adventures Inc. in a transaction accounted for as a
reverse merger. Management has accounted for the reverse acquisition as a
capital transaction versus a business combination. Management has determined
that the transaction is equivalent to stock issued by a private company for the
net monetary assets of a publicly traded shell corporation, accompanied by a
recapitalization. The accounting is identical to that resulting from a reverse
acquisition, except that no goodwill or other intangible assets are recorded.
Based on management's determination, the quarter ended June 30, 2000 has been
restated to reverse previously recorded intangibles of $96,004,710 relating to
the transaction being accounted for as a business combination.
Risks and Uncertainties: The Private Securities Litigation Reform Act of 1995
provides a 'safe harbor' for forward-looking statements. Certain information
included in this report (as well as information included in oral statement or
other written statements made or to be made by the Company) contains statements
that are forward-looking, such as statements related to anticipated future
revenues of the Company and success of current product offerings. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Diskxpress US, Inc., a Delaware corporation ("Diskxpress"), which owns certain
key patents (US Patent Nos. 5,982,736 and 6,078,557) licensed to the Company
(the "Patents"), commenced an action in the United States District Court for the
Middle District of Florida, Orlando Division (Case No.: 6:00-CV-785-ORL19A) (the
"Complaint"), against Spacemark International Corporation and Benjamin J.
Everidge (the "Defendants"), seeking damages and other equitable relief as a
result of the Defendant's alleged infringement of the Patents. In response, the
Defendants have filed an Answer and Affirmative Defenses in which they deny the
allegations contained in the Complaint. Moreover, the Defendants have filed a
Counterclaim against Diskxpress and a Third-party Complaint against Gerald A.
Pierson and the Company alleging inventorship of the Patents, misappropriation
of trade secrets and common law unfair competition. In their Counterclaim and in
the Third-Party Complaint against Mr. Pierson, the Defendants have requested
that the Patents be invalidated or, alternatively, that Mr. Everidge and an
associate be recognized as the inventors of the Patents. In their Third-Party
Complaint against the Company, the Defendants have further requested that the
Court grant them monetary damages, injunctive relief restraining the Company's
use of the Patents and an accounting of profits and/or income realized by the
Company from its manufacture, use and sale of products relating to the Patents
or the allegedly misappropriated trade secrets.
The Company, Diskxpress and Mr. Pierson have filed a Motion to Dismiss the
Counterclaim and the Third-Party Complaint. It is uncertain when this motion
will be decided by the Court. The Company intends to continue to assist
Diskxpress in the prosecution of its infringement action against the Defendants
and to vigorously defend the Defendant's Third-Party Complaint should that
action not be dismissed. Counsel retained by the Company for this litigation has
advised management that the Company is likely to succeed on the merits.
9
<PAGE>
Item 2. Changes in Securities
In April 2000 the Company entered into an Agreement by and among DXP US, Inc., a
Delaware corporation ("DXP"), Aldersey Egerton Maynard-Taylor,
("Maynard-Taylor"), Thomas Gabor Elek ("Elek"), Colin Allmark ("Allmark"), POV
US, LLC, a Delaware limited liability company ("POV"), IQROM Communications
Acquisitions Co., a Nevada corporation and a wholly-owned subsidiary of the
Company ("ICA"), and the Company pursuant to which ICA merged with and became
the successor corporation to DXP. As a result of the closing of the transactions
provided for in the Agreement, the Company issued 6,400,314 shares of Common
Stock of the Company to Messrs. Maynard-Taylor, Elek and Allmark and provided
additional monetary consideration in exchange for their shares of DXP.
Immediately subsequent to the exchange, DXP merged with and into ICA (the
"Reorganization") and as a result of the Reorganization all of DXP's shares
owned by POV were also converted into 6,410,314 shares of Common Stock of the
Company plus additional monetary consideration.
As part of the Closing of the transactions described above, the Company issued
1,320,000 units at a price of $7.50 per unit with each unit consisting of one
share of Common Stock and one-half warrant to five subscribers in accordance
with the terms of Subscription Agreements with each of the subscribers. Each
holder of one-half warrant is entitled to a acquire one additional share of
Common Stock for a price of not less than $7.50 if the warrant is exercised in
the first year after issuance and for a price of not less than $10.00 if the
warrant is exercised in the second year after issuance. The warrants will expire
April 20, 2000 if they are not exercised.
The Company issued 330,000 unregistered shares of Common Stock to Online
Partners, Inc. in August 2000 in accordance with the terms of a Second
Subscription Agreement dated as of April 6, 2000 between the Company and Online
Partners, Inc. which was entered into to provide funds for the payment of the
additional monetary consideration payable in connection with the transactions
described above. The Second Subscription Agreement provided for the issuance of
not more than 330,000 shares of Common Stock at a price not less than $7.50 per
share for a total of $2,475,000 and the release of the funds from trust upon the
achievement of certain revenue targets by the Company. The Company achieved
those revenue targets as of June 30, 2000 and the shares were issued to Online
Partners, Inc. in exchange for the release of $2,475,000 from escrow.
During the third quarter the Company issued 40,000 unregistered shares of Common
Stock to iOra Limited, a supplier of the Company, as required by the terms of an
agreement with iOra granting the Company rights to use certain of iOra's
technology.
The Company believes that the transactions described above were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Act"), and /or Regulation D promulgated under the Act as a transaction not
involving a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
The Registrant has entered into two agreements with iOra Limited ("iOra") to
provide the Registrant with exclusive worldwide rights to iOra's SoftCD(TM)
technology, which compares the original and new versions of any digital data and
creates an amendment file incorporating only the variations from the original
data. This file is then integrated via the Internet through a user's hard drive,
effectively resulting in a new CD-ROM on which the publisher can change and
update the content. The Registrant and iOra entered into an OEM Smart Card
Agreement dated June 29, 1999, as supplemented by a Supplemental Agreement dated
April 4, 2000, in which iOra granted the Registrant exclusive rights to use
10
<PAGE>
iOra's technology with respect to an updateable CD card, a business card-sized
medium playable on any CD device and also updateable via the Internet employing
SoftCD(TM) technology. The Registrant and iOra entered into a CD-U Agreement
dated June 23, 2000 (effective July 1, 2000) which granted the Registrant
exclusive worldwide rights to use the technology with respect to the 120mm CD
format to create an updateable CD with a storage capacity of up to 700MBs in the
CD implementation and more than four gigabytes in the DVD version.
Item 6. Exhibits and Reports on Form 8-K.
--------
(a) Exhibits.
Exhibit 10. Material Contracts
10.1 OEM Smart Card Agreement dated June 29, 1999, between iOra
Ltd. and DXP New Media Services Limited. [confidential
treatment requested]
10.2 Supplemental Agreement to the OEM CD Smart Card Agreement
dated April 4, 2000, between Iora Limited and iQrom Limited.
[confidential treatment requested]
10.3 CD-U Agreement between iOra Limited, iQrom Communications,
Inc. and iQrom Limited dated June 23, 2000. [confidential
treatment requested]
Exhibit 27. Financial Data Schedule
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
iQrom COMMUNICATIONS, INC.
(Registrant)
Date November 20, 2000 _/s/ Thomas Gabor Elek
(Signature)*
Thomas Gabor Elek, President
and Chief Executive Officer
*Print the name and title of each signing officer under his signature.
11
