<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 June 30, 2000
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
---
For the transition period from to
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Commission file number: 333-84845
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9278 COMMUNICATIONS, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 98-0207906
--------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1942 Williamsbridge Road, Bronx, New York 10461
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(Address of Principal Executive Offices)
(718) 887-9278
--------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
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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 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
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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:
Common Stock, $.001 par value - 20,659,772 shares issued and
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outstanding as of July 31, 2000
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Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
ITEM 1. FINANCIAL STATEMENTS
9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
Current assets
Cash $ 214,587 $ 26,192
Accounts receivable, less allowance for doubtful accounts
of $380,000 and $125,000 4,807,232 3,820,503
Inventories 1,151,854 1,302,171
Prepaid expenses and other current assets 87,976 30,749
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Total current assets 6,261,649 5,179,615
Property and equipment - at cost, less accumulated
depreciation and amortization 618,151 349,869
Goodwill, less accumulated amortization of $50,243 and $11,205 183,982 593,857
Other assets 28,099 15,339
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$ 7,091,881 $ 6,138,680
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 3,077,350 $ 2,805,579
Current maturities of note and advances payable, shareholder 136,328 1,633,521
Current maturities of debt obligations 55,948 69,102
Income taxes payable 2,000 2,000
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Total current liabilities 3,271,626 4,510,202
Note payable, shareholder, less current maturities 2,000,000 1,000,000
Debt obligations, less current maturities 157,711 108,002
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5,429,337 5,618,204
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Commitments and contingencies - -
Shareholders' equity
Convertible preferred stock, Class B, $.001 par value;
5,000,000 shares authorized, 1,075 (2000) and 1,500
(1999) shares issued and outstanding 1,075,000 1,500,000
Common stock, $.001 par value; 40,000,000 (2000) and 25,000,000 (1999)
shares authorized, 20,659,772 (2000) and 19,659,629 (1999) shares issued
and outstanding 20,659 19,659
Additional paid-in capital 4,313,382 2,361,382
Accumulated deficit (3,746,497) (3,360,565)
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1,662,544 520,476
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$ 7,091,881 $ 6,138,680
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 16,857,595 $ 13,234,143 $ 33,740,513 $ 23,766,754
Cost of sales 15,820,410 12,775,105 32,002,401 22,934,424
------------- ------------- ------------- -------------
Gross profit 1,037,185 459,038 1,738,112 832,330
------------- ------------- ------------- -------------
Operating expenses
Selling 146,546 52,200 154,513 73,770
General and administrative 646,038 171,932 1,127,688 277,425
Depreciation and amortization 55,740 10,289 87,443 18,863
Provision for doubtful accounts 40,000 - 303,474 -
Loss attributable to sale of equipment - - 363,367 -
Interest expense 42,532 3,810 87,559 7,274
------------- ------------- ------------- -------------
930,856 238,231 2,124,044 377,332
------------- ------------- ------------- -------------
Net income (loss) $ 106,329 $ 220,807 $ (385,932) $ 454,998
============= ============= ============= =============
Basic earnings (loss) per share $ .01 $ .01 $ (.02) $ .03
============= ============= ============= =============
Shares used in the calculation of basic
earnings (loss) per share 20,152,356 14,900,000 20,301,374 14,900,000
============= ============= ============= =============
Diluted earnings (loss) per share $ - $ .01 $ (.02) $ .03
============= ============= ============= =============
Shares used in the calculation of diluted
earnings (loss) per share 21,302,023 14,900,000 20,301,374 14,900,000
============= ============= ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Cash flows provided by (used in) operating activities $ (539,751) $ 214,588
Cash flows used in investing activities (234,217) (28,778)
Cash flows provided by (used in) financing activities 962,363 (16,885)
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Net increase in cash 188,395 168,925
Cash, beginning of period 26,192 364,968
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Cash, end of period $ 214,587 $ 533,893
============= =============
Supplemental cash flow disclosures
Interest paid $ 7,559 $ 3,464
Income taxes paid 4,555 625
Noncash investing and financing activities
Equipment acquired under capital leases 75,000 -
Common stock issued in exchange for advances
payable, shareholder 500,000 -
Common stock issued on conversion of convertible
preferred stock 425,000 -
Common stock issued for services rendered 30,000 -
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
The condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31,
1999.
The unaudited condensed consolidated financial statements included
herein reflect, in the opinion of management, all adjustments (consisting
primarily only of normal recurring adjustments) necessary to present fairly
the results for the interim periods. The results of operations for the six
months ended June 30, 2000 are not necessarily indicative of results to be
expected for the entire year ending December 31, 2000.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
9278 Communications Inc. is the successor consolidated entity formed
by the merger, on December 10, 1999, of 9278 Distributor Inc. (the
"Company") and iLink Telecom, Inc. ("iLink"). iLink was originally
incorporated in Colorado on December 10, 1997 and was reincorporated in
Nevada on July 14, 1998. The Company was incorporated in New York on April
17, 1997 and reincorporated in Delaware on May 2, 2000.
Concurrent with the merger, iLink, a publicly held company and the
legally surviving parent company, changed its name to 9278 Communications
Inc. For accounting purposes, the merger has been treated as a reverse
acquisition, with the Company as the acquiror, and is accounted for as a
purchase.
The Company consummated the reverse acquisition of iLink on December
10, 1999. The Company's shareholders were issued 14,900,000 iLink shares in
exchange for 200 shares of the Company. These shares were valued at
$155,000 based on an independent valuation of iLink. In addition to the
value of these shares, the Company's acquisition cost includes the eight
shares (post-split equivalent of 596,000 shares) issued to a creditor of
iLink valued at $123,330, legal fees of $42,455, and investment banker fees
of $13,226, for total acquisition costs of $334,011.
(Continued)
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9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The accompanying condensed consolidated balance sheet as of June 30,
2000 includes the accounts of the Company and iLink. The related
accompanying condensed consolidated statements of operations and cash flows
include the results of operations and cash flows of the Company for each
period presented and of iLink for all periods beginning after December 10,
1999. All significant intercompany transactions and balances have been
eliminated.
The Company sells prepaid telephone cards to distributors and small
retail establishments, primarily in the New York, New Jersey and
Connecticut areas.
Goodwill
Goodwill represents cost in excess of fair value of net assets
acquired in the merger transaction, and is being amortized over 3 years.
The Company periodically re-evaluates its recoverability.
On February 28, 2000, the Company sold the assets acquired in the
acquisition of iLink and recognized a loss on the sale of $363,367,
primarily attributable to the write-off of the related goodwill.
Income Taxes
Prior to the merger with iLink, the Company had elected S Corporation
status for Federal and New York State income tax purposes. Under these
elections, the Company's taxable income or loss was reportable by the
shareholders on their individual income tax returns, and the Company made
no provision for Federal income tax. Provisions were recorded for New York
State S Corporation tax and New York City general corporation tax.
Concurrent with the merger with iLink on December 10, 1999, the S
Corporation elections terminated and the Company became subject to all
Federal, state and city corporation income taxes.
(Continued)
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share
Basic earnings per common share is calculated by dividing net income
(loss) available to common stockholders by the average number of common
shares outstanding during each period. Diluted earnings per common share is
calculated by adjusting outstanding shares, assuming conversion of any
potentially dilutive securities, such as stock options or warrants.
Potentially dilutive securities have been excluded from the calculation of
diluted loss per share for the six months ended June 30, 2000, as their
effect would have been antidilutive.
3 - CAPITAL STOCK TRANSACTIONS
Between January 7, 2000 and February 7, 2000, certain holders of the
Company's Class B convertible preferred stock converted 425 shares into
191,143 shares of common stock.
In March 2000, the Company issued 250,000 shares of common stock in
satisfaction of $500,000 in advances from a shareholder.
In March 2000, the Company issued an aggregate of 454,000 shares of
common stock at $2.00 a share, for a total of $908,000.
In May 2000, the Company issued 30,000 shares of common stock, valued
at $30,000, for services rendered.
On June 8, 2000, the Company issued 75,000 shares of common stock to
an investor at $1.20 a share, for a total of $90,000.
4 - STOCK OPTIONS AND WARRANTS
On June 1, 2000, pursuant to an Employment Agreement between the
Company and an officer, the Company issued non-qualified options to
purchase 10,000 shares of common stock to such officer, at an exercise
price of $4.00 per share. The options vested 100% upon their grant and are
exercisable for three years from the date of grant.
(Continued)
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<PAGE>
9278 COMMUNICATIONS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4 - STOCK OPTIONS AND WARRANTS (Continued)
On June 13, 2000, in consideration for an officer's agreement to amend
the repayment terms of a $2,000,000 Promissory Note, the Company issued to
him a warrant to purchase 200,000 shares of the Company's common stock, at
an exercise price of $1.625 per share. The warrant vested immediately as
to 100% of the shares of common stock underlying the warrant and is
exercisable for ten years from the date of grant.
5 - RELATED PARTY TRANSACTIONS
Sales to a customer who is related to an officer were approximately
$3,088,000 and $3,331,000 for the six months ended June 30, 2000 and 1999,
respectively. On March 2, 2000, the Company entered into a letter of intent
to acquire this customer's business. The acquisition is contingent upon
execution of a definitive agreement, obtaining financing and completing a
due diligence review.
6 - LITIGATION
In November 1999, the Company instituted an action against a former
major supplier to recover damages resulting from cancellation of telephone
cards purchased by the Company. The loss totaled $553,547, which was
reflected in the fourth quarter of 1999. The Company is doubtful as to the
prospects for recovery of the loss. The supplier subsequently countersued.
In the Company's opinion, with which its legal counsel concurs, no material
liability will result from the countersuit. The Company subsequently
mitigated, in substantial part, its reliance on this supplier by increasing
its purchases from other vendors.
In November 1999, a distributor of the Company's prepaid telephone
cards instituted an action for approximately $600,000, based on a purported
breach of oral contract by the Company. The Company filed an answer and
counterclaim against the distributor for approximately $600,000 of unpaid
invoices. The Company believes it has meritorious defenses to the claims of
the distributor and plans to pursue its claim for unpaid invoices.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
This discussion, other than the historical financial information, may
consist of forward-looking statements that involve risks and uncertainties,
including quarterly and yearly fluctuations in results, the timely availability
of new communication products, the impact of competitive products and services,
and other risks and uncertainties. These forward-looking statements speak only
as of the date hereof and should not be given undue reliance. Actual results may
vary significantly from those projected.
OVERVIEW
To date, the Company's principal source of revenue has been the marketing
and distribution of prepaid phone cards. The Company markets and distributes
branded prepaid phone cards produced by a variety of telecommunications long
distance carriers and resellers, as well as private label proprietary prepaid
phone cards produced exclusively for the Company by various long distance
carriers and/or resellers.
Prepaid phone cards are distributed through a vast network of retail
outlets, including convenience stores, newsstands, grocery stores and discount
stores. The retail outlets are serviced by independent distributors, which often
distribute newspapers or other items to the retail outlets. The Company
purchases large volumes of branded prepaid phone cards from the long distance
carrier or reseller and sells the cards in smaller quantities, together with
cards from other carriers and/or private label cards distributed by the Company,
to the independent distributor, for ultimate distribution to retail outlets.
Branded cards are purchased by the Company at a discount from the face
value of the card, and resold to the distributor at a slightly lower discount.
The difference between the two discount rates, typically from 1% to 3%,
represents the gross margin retained by the Company. Purchases of branded cards
by the Company are made on varying terms, from C.O.D. to a net 30 basis,
although the majority of the Company's purchases are made on credit terms of 10
days or less. Sales by the Company of its product are generally made on a net 30
basis.
Private label cards are generally designed and produced by the Company,
utilizing card numbers and PINs provided by the telecommunications' carrier or
reseller providing the long distance service for the card. The Company incurs
the upfront expense of printing the phone cards. However, the Company does not
pay the long distance carrier until it activates the cards, which occurs upon
the sale by the Company to the distributor. Accordingly, through the use of
private label cards, the Company's cost of inventory is significantly reduced,
as purchases are effectively made on an as-needed basis. In addition, private
label cards generally provide the Company with the ability to achieve a greater
gross margin percentage, typically ranging from 3% to 6%.
The Company is seeking to develop and acquire rights to additional prepaid
telecommunications services and other prepaid products or services to diversify
its product offerings and increase its overall gross margin. In the short term,
additional costs related to the development or acquisition of such products may
have an initial impact on net profits.
9
<PAGE>
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Net sales for the six months ended June 30, 2000 rose approximately 42% to
$33,740,513, from net sales of $23,766,754 during the six months ended June 30,
1999. Gross profit increased approximately 109% during the 2000 period to
$1,738,112 from $832,330 for the 1999 period. The increase in gross profit was
due to higher gross profit margins achieved by the sale of private label phone
cards, which increased during the 2000 period. Total expenses increased 463% to
$2,124,044 in the 2000 period, as compared to $377,332 for the 1999 period.
Included in the current period expenses are an aggregate of $409,571 of expenses
which were recorded in the first quarter of 2000, $363,367 of which were
attributable to the sale of the assets of iLink Telecom, Inc., and $46,204 of
which were general and administrative expenses of iLink Telecom, a company with
which 9278 Communications merged in December 1999. Also included in total
expenses also recorded in the first quarter of 2000 was a $263,474 provision for
doubtful accounts, which are due from a distributor of the Company with whom the
Company is in litigation. In addition, general and administrative expenses for
the six months ended June 30, 2000 increased to $1,127,688, as compared to
$277,425 for the period ended June 30, 1999 as a result of the addition of new
management personnel, increased legal and accounting costs resulting from the
Company becoming a publicly traded company and expenses attributable to new
product development projects. As a result of the foregoing, the Company
generated a net loss of $385,932 during the six months ended June 30, 2000, as
compared to net income of $454,988 for the period ended June 30, 1999. Absent
the non-recurring expenses recorded in the first quarter of 2000, the Company
would have generated net income for the six months ended June 30, 2000 of
$287,113.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000 and December 31, 1999, the Company had total current
assets of approximately $6,262,000 and $5,180,000, respectively. At June 30,
2000, this included approximately $215,000 in cash, $1,152,000 of inventory and
$4,807,000 of accounts receivable. At December 31, 1999, cash, inventory and
accounts receivable were approximately $26,000, $1,302,000 and $3,821,000,
respectively. The Company's cash balances vary significantly from day-to-day due
to the large volume of purchases and sales made by the Company from the various
prepaid phone card companies and the numerous distributors to whom the Company
sells cards. Due to the shorter credit terms made available to the Company from
the telecommunications companies from whom it buys branded cards, as compared to
the credit terms made available by the Company to its customers, the Company,
from time-to-time, requires infusions of cash in order to maintain its
preferential buying/purchasing terms with its carriers. Such cash flow needs are
also affected by the timing of large purchases by the Company, which are made by
the Company from time-to-time to take advantage of favorable pricing
opportunities. To date, the Company has satisfied such cash requirements by
loans from its principals and/or private sales of the Company's equity
securities. The Company is seeking to secure financing to provide the Company
with liquidity to meet its future needs and to finance growth through
acquisitions of competitors and internal expansion of its product lines. There
can be no assurance that the Company will be able to obtain such financing on
commercially reasonable terms, or otherwise, or that it will be able to
otherwise satisfy it short-term cash flow needs from other sources in the
future.
10
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Incorporated by reference to the Company's registration statement on Form
SB-2 (Registration No. 333-37654)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a). On May 25, 2000, pursuant to an agreement between the Company and
Shields Publishing Group, Inc. ("Shields"), the Company issued 30,000 shares of
its common stock to Shields as partial consideration for marketing and
promotional services to be provided by Shields to the Company, valued at
$30,000. This transaction was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, as amended (the "Act").
b). On June 5, 2000, pursuant to an Employment Agreement between the
Company and its Chief Financial Officer, dated June 1, 2000, the Company issued
non-qualified options to purchase 10,000 shares of common stock, at an exercise
price of $4.00 per share, to such officer. The options vested 100% upon their
grant and are exercisable for three years from the date of grant. This
transaction was exempt from registration pursuant to Section 4(2) of the Act.
c). On June 8, 2000, pursuant to a Subscription Agreement between the
Company and Ascent Financial Incorporated ("Ascent"), the Company issued 75,000
shares of its common stock to Ascent for an aggregate purchase price of $90,000.
This transaction was exempt from registration pursuant to Section 4(2) of the
Act.
d). On June 13, 2000, the Company and Sajid Kapadia, an officer and
director of the Company, agreed to amend the repayment terms of a $2,000,000
Promissory Note of the Company held by Mr. Kapadia. As amended such terms
provide for principal repayments by the Company of (i) $1,000,000 on September
30, 2001; and (ii) $1,000,000 on September 30, 2002 (the "Final Installment");
provided, however, that (x) if the Company's consolidated gross revenues exceed
$10 million in each of any six consecutive calendar months or (y) the Company's
consolidated gross revenues with respect to any six-month period exceeds $60
million, then the Final Installment shall be accelerated to the date that is ten
(10) days following the end of the month in which such revenue goal shall have
been achieved. In consideration for extending such repayment terms, the Company
issued to Mr. Kapadia a warrant to purchase 200,000 shares of the Company's
common stock at an exercise price of $1.625 per share. The warrant vested
immediately as to 100% of the shares of common stock underlying the warrant and
is exercisable for ten years from the date of the grant. Mr. Kapadia is an
officer and director of the Company. This transaction was exempt from
registration pursuant to Section 4(2) of the Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 24, 2000 the Company held a special meeting of stockholders to
consider an agreement and plan of merger between the Company and it's
wholly-owned subsidiary, 9278 Communications, Inc., a Delaware corporation (the
"Delaware Company"), pursuant to which, among other things, (i) the Company's
state of incorporation would change from Nevada to Delaware, (ii) all of the
authorized shares of the Company would be converted into an equal number of
similar shares of the
11
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Delaware Company, and (iii) certain changes in the Company's Certificate of
Incorporation would be effectuated, including an increase in the number of
authorized shares of common stock of the Company from 25,000,000 to 40,000,000.
At the meeting 13,205,425 votes were cast for the merger and no votes were cast
against the merger. The merger became effective upon filing of a certificate of
merger on May 2, 2000.
ITEM 5. OTHER INFORMATION
a). On April 3, 2000, the Company organized its wholly-owned subsidiary,
9278 Communications, Inc., a Delaware corporation (the "Delaware Company").
b). On April 24, 2000 the Company entered into an Agreement and Plan of
Merger with the Delaware Company, providing for the Company to merge with and
into the Delaware Company. The merger became effective upon filing of a
Certificate of Merger on May 2, 2000. Upon effectiveness of the merger, among
other things, (i) the Company's state of incorporation was changed from Nevada
to Delaware, (ii) all of the authorized shares of the Company were converted
into an equal number of similar shares of the Delaware Company, and (iii)
certain changes in the Company's Certificate of Incorporation took effect,
including and increase in the authorized shares of common stock of the Company
from 25,000,000 to 40,000,000. At the time of the merger, the Company ceased to
exist and the Delaware Company took ownership of all of the Company's assets and
assumed all of its liabilities. The surviving company is governed by the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Delaware Company.
c). On June 1, 2000, the Company entered into an Employment Agreement with
Paul Sarcinella, which commenced on June 5, 2000. Under the terms of the
agreement, Mr. Sarcinella will serve as the Company's Chief Financial Officer
for an initial term of three years, which may be renewed for an additional term
of two years if the Company gives notice of its intention to renew at least 90
days prior to the end of the initial term. Pursuant to the Employment Agreement,
Mr. Sarcinella receives a base salary of $150,000 during his first year of
employment. Upon completion of his first year of employment the Company will pay
Mr. Sarcinella a cash bonus of $12,000. In addition, the Company granted Mr.
Sarcinella non-qualified options to purchase up to 10,000 shares of its common
stock at an exercise price of $4.00 per share, exercisable until June 5, 2003.
d). As of July 12, 2000, (i) Amar Bahadoorsingh resigned as the Company's
President and was appointed Executive Vice President of the Company; (ii) Stuart
Feldman was appointed as President of the Company; and (iii) Harris Syed was
appointed Chief Operating Officer of the Company.
12
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
The exhibits in the following table have been filed as part of this
quarterly report on Form 10-QSB.
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 Agreement and Plan of Merger between the Company and its
wholly-owned subsidiary, 9278 Communications, Inc., a
Delaware corporation*
3.1 Articles of Incorporation of 9278 Communications, Inc., a
Delaware corporation*
3.2 Bylaws of 9278 Communications, Inc., a Delaware
corporation*
10.1 Employment Agreement, dated July 1, 2000, between the
Company and Paul Sarcinella**
27.1 Financial Data Schedule***
---------------------
* Incorporated by reference from the Company's quarterly report on Form
10-QSB for the three-month period ended March 31, 2000
** Incorporated by reference from the Company's registration statement on Form
SB-2 (Registration Number 333-37654)
*** Filed herewith
b). Reports on Form 8-K
None.
13
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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.
9278 COMMUNICATIONS, INC.
Date: August 14, 2000 /s/ Paul Sarcinella
-----------------------------------
Chief Financial Officer
(Principal Financial and Accounting
Officer)
14
