<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 21, 1999
9278 COMMUNICATIONS, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Nevada 333-84845 98-0207906
- ---------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
</TABLE>
1942 Williamsbridge Road, Bronx, New York 10461
-----------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (718) 792-5150
--------------
iLink Telecom, Inc.
-------------------
(Former name or former address if changed since last report.)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On December 28, 1999, the Registrant dismissed Ernst & Young LLP
("E&Y") as its independent certified public accountant. The reports of E&Y on
the Registrant's financial statements for the fiscal years ended December 31,
1998 and 1997 did not contain an adverse opinion, or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principle. The Registrant's Board of Directors approved the decision to change
accountants. During the Registrant's two most recent fiscal years and subsequent
interim periods, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
E&Y would have caused it to make reference to such disagreement in its reports.
(b) The Registrant engaged Friedman Alpern & Green LLP ("Friedman") to
act as its independent certified public accountant, effective December 28, 1999.
During the two most recent fiscal years and subsequent interim periods, the
Registrant has not consulted Friedman regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's financial
statements, or any matter that was the subject of a disagreement or a reportable
event.
ITEM 5. OTHER EVENTS
On December 21, 1999, the Registrant filed a Certificate of Amendment
to its Articles of Incorporation, to change its name from iLink Telecom, Inc. to
9278 Communications, Inc. Based on advice from The Nasdaq Market Group, Inc.,
the Registrant anticipates that, commencing January 4, 2000, the ticker symbol
for its common stock on the OTCBB will be "NTSE."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
3.1 Certificate of Amendment to the Articles of Incorporation of the
Registrant.
As permitted pursuant to Item 304(a) of Regulation S-K, within 10
business days hereof, but no later than 2 business days after receipt, the
Registrant will file the appropriate letter from E&Y as Exhibit 16.1, by
amendment
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR
On December 28, 1999, the Registrant determined to change its fiscal
year from February 28 to December 31. The report covering the transition period
will be filed on Form 10-KSB.
3
<PAGE>
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 hereunto duly authorized.
Date: December 29, 1999 9278 COMMUNICATIONS, INC.
(Registrant)
By: /s/ Sajid Kapadia
---------------------------------
Sajid Kapadia,
Chief Executive Officer
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Certificate of Amendment to the Articles of Incorporation of the Registrant.
</TABLE>
5
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ILINK TELECOM, INC.
- --------------------------------------------------------------------------------
Pursuant to Section 78.390 of the
General Corporation Law of the State of Nevada
- --------------------------------------------------------------------------------
The undersigned President and Secretary of iLink Telecom, Inc. (the
"Corporation"), a Nevada corporation, hereby certify as follows:
FIRST: The Board of Directors of the Corporation duly adopted a
resolution setting forth and declaring advisable the amendment of Article I of
the Articles of Incorporation of the Corporation so that, as amended, said
Article shall read as follows:
"ARTICLE I
The name of this corporation is 9278 Communications, Inc."
SECOND: The number of shares outstanding and entitled to vote on an
amendment of the Articles of Incorporation is 19,659,629 shares of Common Stock.
In lieu of a vote of stockholders, written consent to the foregoing amendment
has been given by a majority of the outstanding stock entitled to vote thereon
in accordance with the provisions of Section 78.320 of the General Corporation
Law of the State of Nevada.
IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, iLink Telecom, Inc.
has caused this Certificate of Amendment of Articles of Incorporation to be
signed by its President and Secretary this 21st day of December, 1999.
ILINK TELECOM, INC.
By: AMAR BAHADOORSINGH
---------------------------------------------
Amar Bahadoorsingh,
President and Secretary
<PAGE>
ACKNOWLEDGMENT
PROVINCE OF BRITISH COLUMBIA )
) ss.:
CITY OF VANCOUVER )
On December 21st, 1999, before me, personally appeared Amar
Bahadoorsingh, the President of iLink Telecom, Inc., personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to on the attached Certificate of Amendment of Articles of
Incorporation and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the Certificate of Amendment the entity
upon behalf of which the person acted, executed the instrument.
Witness my hand and official seal.
Signature /s/ John W. Legg
___________________________________________
[NOTARY SEAL]
WITNESSED AS TO EXECUTION ONLY
NO ADVICE SOUGHT OR GIVEN
JOHN WILLIAM LEGG
Barrister and Solictor
200 Burrard Street, Suite 1650
Vancouver, British Columbia
Canada V6C 3L6
