U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
SECOND AMENDMENT
----------------
(Mark One)
X QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000.
---- TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______to______.
Commission File Number 0-85601
SYMPHONY TELECOM INTERNATIONAL, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
UTAH 87-0378892
------------------------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
347 Bay Street, Suite 502, Toronto, Canada M5H 2R7
-------------------------------------------- -------
(address of principal executive offices) (zip code)
Issuer's telephone number: (416) 366-5221
---------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No__.
The number of shares of Common Stock outstanding as at September 14, 2000 was:
16,260,409.
Transitional Small Business Disclosure Format (check one): Yes No X .
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
FORWARD STATEMENTS
Certain statements herein constitute forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, levels of activity, performance, or achievements to be
materially different from any future results, levels of activity, In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of such
terms or other comparable terminology. Although expectations reflected in the
forward-looking statements are believed to be reasonable, there is no guarantee
of future results, levels of activity, performance, or achievements. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of such statements. We do not undertake to update any of the
forward-looking statements herein.
Item 1. Financial Statements.
The financial statements are included herein.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
(formerly Mammoth Resources, Inc.)
FINANCIAL STATEMENTS
MARCH 31, 2000 and 1999
(Unaudited)
<PAGE>
Financial Statements
SYMPHONY TELECOM INTERNATIONAL, INC.
(formerly Mammoth Resources, Inc.)
March 31, 2000 and 1999
(Unaudited)
CONTENTS
Page
FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations and Other Comprehensive (Loss) 2
Consolidated Statements of Cash Flows 3
Notes to Financial Statements 4-8
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
(formerly Mammoth Resources, Inc.)
Consolidated Balance Sheets
March 31, 2000
(Unaudited)
2000
---------
ASSETS
CURRENT ASSETS
Accounts receivable, net of allowance for doubtful
accounts of $39,106 and $27,514 $ 120,232
Inventory of telephone systems parts 41,195
Prepaid expenses 7,110
---------
TOTAL CURRENT ASSETS 168,537
---------
PROPERTY AND EQUIPMENT
Computer equipment and office furniture 19,025
Computer software 103,491
Telephone equipment 70,538
---------
193,054
Less: accumulated depreciation (112,963)
---------
TOTAL PROPERTY AND EQUIPMENT 80,091
---------
OTHER ASSETS
Goodwill, net 273,781
Deferred charges, net 12,078
---------
TOTAL OTHER ASSETS 285,859
---------
TOTAL ASSETS $ 534,487
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 160,980
Bank overdraft 46,065
Accrued liabilities 63,013
Notes payable 84,907
Income taxes payable --
Promissory note 18,500
---------
TOTAL CURRENT LIABILITIES 373,465
---------
OTHER LIABILITIES
Notes payable to related parties 100,354
---------
TOTAL OTHER LIABILITIES 100,354
---------
TOTAL CURRENT AND OTHER LIABILITIES 473,819
---------
MINORITY INTEREST (2,313)
---------
STOCKHOLDERS' EQUITY
Common stock; $0.001 par value, 50,000,000 shares
authorized; 14,380,059 shares issued and outstanding 14,380
Additional paid-in capital 549,127
Contributed capital 31,474
Accumulated deficit (529,098)
Accumulated other comprehensive income (loss)
Cummulative translation adjustments (2,902)
---------
TOTAL STOCKHOLDERS' EQUITY 62,981
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 534,487
=========
The accompanying notes are an integral part of these financial statement
1.
<PAGE>
<TABLE>
<CAPTION>
SYMPHONY TELECOM INTERNATIONAL, INC.
(formerly Mammoth Resources, Inc.)
Consolidated Statements of Operations and Other Comprehensive (Loss)
For the Nine and Three Months Ended March 31, 2000 and 1999
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 391,591 $ 97,625 $ 98,330 $ 80,013
Cost of Sales 261,618 45,216 68,282 35,702
------------ ------------ ------------ ------------
Gross Profit 129,973 52,409 30,048 44,311
------------ ------------ ------------ ------------
Operating Expenses
Selling 13,215 1,342 2,632 1,496
General and administrative expenses 237,999 81,881 79,613 60,303
Depreciation and amortization 83,655 26,831 10,638 10,060
------------ ------------ ------------ ------------
Total operating expenses 334,869 110,054 92,883 71,859
------------ ------------ ------------ ------------
(Loss) from operations (204,896) (57,645) (62,835) (27,548)
Other (expense)
Bad debts (13,603) (12) (2,716) (1,951)
Interest (40,723) (5,180) (20,966) (1,146)
------------ ------------ ------------ ------------
Net (Loss) before Income Taxes and Minority Interest (259,222) (62,837) (86,517) (24,451)
Recovery of income taxes 1,104 -- -- --
Minority interest in earnings of consolidated subsidiary 1,455 -- 421 --
------------ ------------ ------------ ------------
Net (Loss) (256,663) (62,837) (86,096) (24,451)
Other comprehensive (loss)
Foreign currency translation adjustments (3,606) (2,086) -- --
------------ ------------ ------------ ------------
Comprehensive (Loss) (260,269) (64,923) $ (86,096) $ (24,451)
============ ============ ============ ============
(Loss) per share of common stock outstanding
Basic $ (0.02) $ (0.01) $ (0.01) $ 0.00
============ ============ ============ ============
Fully diluted $ (0.02) $ (0.01) $ (0.01) $ 0.00
============ ============ ============ ============
Weighted average number of shares outstanding
Basic 14,380,059 7,356,875 14,380,059 7,356,875
============ ============ ============ ============
Fully diluted 14,415,059 7,356,875 14,415,059 7,356,875
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
2.
<PAGE>
<TABLE>
<CAPTION>
SYMPHONY TELECOM INTERNATIONAL, INC.
(formerly Mammoth Resources, Inc.)
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2000 and 1999
(Unaudited)
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(256,663) $ (62,837)
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Depreciation and amortization expense 83,655 26,831
Changes in assets and liabilities:
(Increase) in accounts receivable (51,659) (69,280)
Decrease in prepaid expenses 3,147 6,690
Decrease (Increase) in inventories 11,963 (41,022)
(Decrease) Increase in accounts payable and bank overdraft (23,990) 131,352
Increase in accrued liabilities 12,074 44,349
(Decrease) Increase in income taxes payable (1,108) 1,074
--------- ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (222,581) 37,157
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
(Acquisition) of property and equipment (1,794) (52,769)
(Additions) to other intangible assets (3,486) (350,945)
--------- ---------
NET CASH (USED) BY INVESTING ACTIVITIES (5,280) (403,714)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of) proceeds from directors' advances (8,822) (6,287)
Proceeds from common stock 255,770 281,139
Minority interest (1,482) 254
(Redemption of) preferred stock -- (13,625)
(Repayment of) proceeds from notes payables (16,164) 108,424
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 229,302 369,905
--------- ---------
EFFECT OF FOREIGN CURRENCY TRANSACTIONS ON CASH (1,441) (3,348)
--------- ---------
INCREASE IN CASH -- --
CASH AND CASH EQUIVALENTS, beginning of period -- --
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ -- $ --
========= =========
SUPPLEMENTAL DISCLOSURES
Interest paid $ (40,723) $ (5,180)
Income taxes paid $ -- $ --
</TABLE>
The accompanying notes are an integral part of these financial statements
3.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Symphony Telecom International, Inc. ("Company") was incorporated on January 15,
1982 as Mammoth Resources, Inc. under the laws of the State of Utah. The Company
changed its name to Symphony Telecom International, Inc. by a resolution of the
Board of Directors on March 23, 2000.
Pursuant to an Agreement and Plan of Reorganization dated March 9, 2000, the
Company acquired all the issued and outstanding shares of Symphony Telecom
International, Inc., a company incorporated under the laws of the State of
Delaware, in a non-cash transaction.
As part of its reorganization, the Company authorized a one for five reverse
stock split of existing issued common shares, resulting in the number being
reduced from 16,278,357 to 3,255,684. On the same date, and not subject to the
reverse stock split, the Company authorized issuance of 7,924,375 common shares
in restricted form being a one for one exchange of shares for all the issued and
outstanding shares of Symphony Telecom International, Inc. Further, two
directors were issued an additional 1,000,000 common each and 1,200,000 shares
were issued to consultants for services rendered with the transaction.
As a result of a subsidiary's agreement to purchase business assets and customer
listing, an option has been authorized by the board of directors of the
subsidiary company for 35,000 common shares at $3.00 per share, expiring
December 31, 2000. This agreement has been assumed by the Board of Directors of
the Company on its acquisition of Symphony Telecom International, Inc.
A change in control of the Company and the simultaneous March 9, 2000
acquisition of Symphony Telecom, Inc. (Delaware) has been accounted for on the
basis of a reverse acquisition, whereby combining financial statements gives
effect to the acquired company continuing to report as if it was the acquirer.
The financial statements as presented reflect the results of the combined
entities.
The Company had minimal revenues from reselling long distance services, and on
February 28, 1999 acquired all the issued and outstanding shares of a
corporation based in southern Ontario, Canada, providing voice management
services to small businesses. The Company's management plans to continue its
growth through acquisition of other telephone service related businesses, which
meet its overall objectives.
Symphony Telecom International, Inc. (the acquired company) was incorporated
under the laws of the State of Delaware on December 4, 1998, to acquire Symphony
Telecom Inc., an affiliated company engaged in providing telephone services
principally in southern Ontario, Canada. Symphony Telecom Inc. was formed May
27, 1996 under the Business Corporations Act of Ontario, Canada for the purpose
of providing a broad range of telecommunication services including voice and
data transmission, internet services, and other related services for North
American and international markets. Pursuant to an Agreement and Plan of
Reorganization dated March 29, 1999, Symphony Telecom International, Inc.
acquired all of the common shares of Symphony Telecom Inc. in a non-cash
transaction on the basis of one Symphony Telecom International, Inc. share for
each Symphony Telecom Inc. share. A total of 7,351,875 shares were issued to
effect the acquisition. These shares were restricted for purposes of resale.
Over a period of twelve months, the right to sell the shares accrued on a
straight-line basis.
On February 28, 1999 Symphony Telecom Inc. acquired all of the common shares of
Communication Solutions Group Ltd., a company incorporated in Ontario, Canada,
which provides voice communication systems for small business in southern
Ontario.
The acquisition has been accounted for on the basis of the purchase method. The
financial statements as presented reflect the results of the combined entities,
with results of operations of Communication Solutions Group Ltd. being combined
from the date of purchase.
4.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
The purchase price of all the common shares of $291,817 was satisfied by payment
of cash $92,851, issuing 95,000 common shares of Symphony Telecom Inc. for a
stated amount of $99,483 ($1.05 per share) and transferring 200,000 common
shares of Canadian Inter-Latin Communications Inc. for a total amount of $99,483
($.50 per share). Subsequently, in March 1999 the 200,000 common shares of
Canadian Inter-Latin Communications Inc. were exchanged for 45,000 common shares
of Symphony Telecom International Inc.
The purchase price of $291,817 was allocated as follows:
Fair market value of net assets $ 676
Goodwill $ 291,141
Goodwill is being amortized on the straight-line basis with an estimated life of
5 years. Amortization reported in the three months period ended March 31, 2000
is $14,557, and March 31, 1999 is $4,852.
Included in the combined financial statements are the following amounts
attributed to Symphony Telecom Inc. and its subsidiary, Communication Solutions
Group Ltd.:
For the nine For the nine For the three For the three months
ended months ended months ended months ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
---- ---- ---- ----
Revenues $391,591 $97,625 $ 98,330 $ 80,013
Net Loss $256,662 $62,837 $ 93,183 $ 30,645
The Company will retain June 30 year-end for all future periods.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the fiscal year
ending June 30, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. GOING CONCERN AND MANAGEMENT PLANS
The Company has minimal capital resources presently available to meet
obligations, which normally can be expected to be incurred by similar companies,
has recurring operating losses, a working capital deficiency, and negative cash
flows from operating activities. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The Company will have to
pursue other sources of capital, such as additional equity financing or debt
financing. There is no assurance that the Company will be able to obtain such
financing; however, subsequent to March 31, 2000, the Company conducted a
private placement of its stock and raised substantial sums. The financial
statements, herein, do not include any adjustments that might result from the
outcome of this going concern uncertainty. Management's plans over the next
twelve-month period are to further develop its telecommunications pursuits in
North America, mainly through acquisitions that require substantial funding, a
significant amount of which is currently being arranged. There is no assurance
the Company will be able to obtain such financing.
5.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Outlined below are those
policies considered particularly significant for the Company.
CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, cash and
cash equivalents consist of money market funds and demand deposits in banks,
purchased with a maturity of three months or less. The Company has no such items
at March 31, 2000 and March 31, 1999.
INVENTORY Inventory is valued at the lower of cost or market using the first-in,
first out method.
INCOME TAXES The Company filed separate corporate federal income tax returns
through December 31, 1998. Due to changes in control occurring in 1999, the
Company has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.
The Company uses the asset and liability method of accounting for income taxes.
At December 31, 1999 and 1998, respectively, the deferred tax asset and deferred
tax liability accounts, as recorded when material to the financial statements,
are entirely the result of temporary differences. Temporary differences
represent differences in the recognition of assets and liabilities for tax and
financial reporting purposes, primarily non-deductible accrued compensation
amounts payable to an officer.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NET LOSS PER COMMON SHARE Basic per share information is computed by dividing
income available to common stockholders by weighted average number of common
shares outstanding. There were no warrants and 35,000 common share options
outstanding at March 31, 2000, and no warrants or options were outstanding at
March 31, 1999.
FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates that the fair value of
all financial instruments at March 31, 2000 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the balance
sheet. The estimated fair value of amounts of receivables, accounts payable and
accrued liabilities approximate fair value due to their short-term nature.
Considerable judgement is necessarily required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
PROPERTY AND EQUIPMENT Computer equipment, office furniture, computer software
and telephone equipment are stated at cost. Expenditures for normal maintenance
and repairs are charged to expense as incurred. Depreciation is computed using
reducing balance method based upon the estimated useful lives of the related
assets. Depreciation expense was $10,057 for the three-month period ended March
31, 2000 and $6,065 for the three-month period ended March 31, 1999.
Estimated Rate and
Asset Class Lives Method
----------- --------- --------
Computer Equipment 9 years 30%per annum on reducing balance
Office Furniture 11 years 20%per annum on reducing balance
Computer Software 5 years 20%per annum on straight-line
Telephone Equipment 9 years 25%per annum on reducing balance
6.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
The details of property and equipment are as follows:
Net Net
Accumulated March 31, March 31,
Cost Depreciation 2000 1999
----------- ------------ ---- ----
Computer Equipment $ 12,961 $ 8,818 $ 4,143 $ 5,685
Office Furniture 6,064 1,762 4,302 5,122
Computer Software 103,491 77,618 25,873 44,740
Telephone Equipment 70,538 24,765 45,773 57,514
----------- ------------ ---------- ----------
$ 193,054 $ 112,963 $ 80,091 $ 113,061
=========== ============ ========== ==========
PRINCIPLES OF CONSOLIDATION The financial statements include the acounts of
Symphony Telecom International, Inc. a Utah corporation and its subsidiaries,
Symphony Telecom International Inc., a Delaware corporation, and its
subsidiaries Symphony Telecom Inc. and a subsidiary of Symphony Telecom Inc.,
Communication Solutions Group Ltd., and Canadian Inter-Latin Communications
Inc., and a subsidiary of Canadian Inter-Latin Communications Inc., Canadian
Inter-Continental of Ecuador SA All subsidiaries of Symphony Telecom
International, Inc. (Delaware) are Canadian corporations except the latter
incorporated in Ecuador (collectively, the "Subsidiaries"). All significant
inter-company transactions and balances have been eliminated in consolidation.
The consolidated group is referred to collectively and individually as the
"Company".
MINORITY INTEREST The amount for minority interest represents 25% interest in
subsidiary, Canadian Inter-Continental Communications of Ecuador SA, a company
incorporated under the laws of Ecuador on November 23, 1998. The minority
interest in net loss of subsidiary has been credited to income and charged to
minority interest.
RECLASSIFICATIONS Certain amounts in the accompanying financial statements have
been reclassified to better reflect the Company's operations, in the opinion of
management. These reclassifications have been reflected in all amounts shown in
the accompanying financial statements.
NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS" No. 130) issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1997. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company adopted SFAS No. 130 as of June 30, 1997.
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS No. 131") issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1977. SFAS No. 131 requires that public companies report certain information
about operating segments, products, services and geographical areas in which
they operate and their major customers. The Company has adopted SFAS No. 131
since incorporation and it had no effect on its financial position or results of
operations.
Symphony Telecom International Inc
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities,"
("SOP 98-5") issued by the American Institute of Certified Public Accountants is
effective for financial statements beginning after December 15, 1998. SOP 98-5
requires that the costs of start-up activities, including organization costs, be
expensed as incurred. Start-up activities are defined broadly as those one-time
activities related to opening a new facility, introducing a new product or
service, conducting business in a new territory, conducting business with a new
class of customers (excluding ongoing customer acquisition costs, such as policy
acquisition costs and loan origination costs) or beneficiary, initiating a new
process in an existing facility, or commencing some new operation.
4. SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
The Company is Canadian based, and as such carries out its operations in Canada.
The subsidiary company in Ecuador has remained inactive since inception.
However, the Company includes as part of its targets the U.S. small business
consumer market.
7.
<PAGE>
SYMPHONY TELECOM INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
5. NOTES PAYABLE AND PROMISSORY NOTE
Private individuals had advanced amounts which have been repaid subsequent to
March 31, 2000. These advances were due upon demand, bearing interest ranging
from nil% to 25% simple interest per annum. The promissory note was secured by
certain assets of Symphony Telecom Inc., notes payable were all unsecured
6. LONG-TERM DEBT
Long-term debt is summarized as follows :
Principal Discount
--------- ---------
Noninterest-bearing notes payable to directors $ 100,354 $ 31,474
========= =========
Notes payable to directors are considered long-term, and are noninterest-bearing
with no specific terms for repayment. Discount is based on imputed interest rate
of 10%, and has been recorded as contributed capital.
7. COMMITMENTS
The Company rents office space on a month-to-month basis. The Company's total
rent expense was $6,020 for the three-month period ended March 31, 2000 and
$5,646 for the three-month period ended March 31, 1999.
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price over the fair value of
acquired businesses and, with other intangible assets, is being amortized on
straight-line basis. The life of goodwill arising on acquisitions, and the life
of other intangible assets is estimated to have lives of five years.
Amortization expense was $18,480 for the three month period ended March 31, 2000
and $2,725 for the three-month period ended March 31, 1999.
The details of goodwill and other intangible assets are as follows:
Net Net
Accumulated March 31 March 31
Cost Amortization 2000 1999
---------- ------------ ---- ----
Goodwill $ 360,136 $ 86,355 $ 273,781 $ 337,065
Deferred Charges 15,097 3,019 12,078 14,503
---------- ------------ ----------- -----------
$ 375,233 $ 89,374 $ 285,859 $ 351,568
========== ============ =========== ===========
9. FOREIGN ASSETS, REVENUES AND CONSOLIDATED FOREIGN ENTITIES
The Company is presently Canadian based, and as such carries out its operations
in Canada. Symphony Telecom International, Inc. and subsidiary companies
maintain their books using Canadian dollars. The books of these companies have
been translated into U.S. dollars using the current rate method. Gains and
losses on foreign currency transactions are included in the consolidated
statements of other comprehensive loss.
8.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the Financial
Statements and Notes contained elsewhere. Please note that no assurance exists
as to the actual future outcome of Management's plans, assumptions or estimates.
On March 9,2000 Symphony Telecom International, Inc. ("Symphony") (formerly
Mammoth Resources Inc.), having determined that our business plan should focus
on Internet and telecommunication pursuits acquired 100% of the outstanding
shares of Symphony Telecom International, Inc. a Delaware corporation with
telecommunications operations, primarily in Canada, and plans to expand into the
United States and elsewhere. Since the primary operating business asset of our
company is now Symphony Telecom International Inc, to avoid confusion and create
market recognition, management also moved, in March 2000, to change our name to
Symphony Telecom International Inc.
The revenues and other financial results reported in the current quarter reflect
Symphony's operations in sales of telecommunications services and telephone
systems to residential customers and small and medium sized
businesses. These results are compared to the previous year quarter at which
time there were no operations. We have also adopted a plan to migrate our
business into the new age telecommunications technology by focussing our growth
on Internet Protocol based systems and services. To this end we are investing in
developing the technology and resources to successfully compete in this market
place. This investment has resulted in certain operating losses; however, we
expect to achieve profitability within the next fiscal year.
PLAN OF OPERATION
Our plan of operation for the next twelve-month period is to focus upon the
development of our direct sales force. We have been hiring experienced
telecommunications and internet sales people and plan to build our direct sales
force to more than 30 within the next quarter. Engineering and support staff to
support this growth are also being hired and trained. We are also investing in
expanding our back- office support systems and software to ensure that customers
will continue to receive superior service.
Our network services plans include the provision of a variety of IP based
services, both voice and data, which require that we deploy strategic network IP
services nodes. Management is currently pursuing the availability of vendor
financing with major telecommunications equipment vendors. There is no assurance
that we will be able to obtain such financing.
9.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits Index - Form 10-QSB:
3 (i) Articles of Incorporation (*)
(ii) Bylaws (*)
99.1 Articles of Amendment(**)
(*) Incorporated by reference to the Issuer Commission File, Form S-18 filing
with the Commission, as amended, including the attached amendment to the
Articles of Incorporation recently effected.
(**) Filed herewith.
(b) Reports on Form 8-K.
No reports were filed on Form 8-K for the period covered by this Report except
for a Report for March 9, 2000, which disclosed a stock for stock exchange
transaction between the Company and Symphony Telecom International, Inc., a
Canadian telecommunications concern, and the Company subsequently changed its
name to Symphony Telecom International, Inc., from Mammoth Resources, Inc.
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.
SYMPHONY TELECOM INTERNATIONAL, INC.
/s/ Gilles Trahan, C.E.O.
--------------------------
(principal executive and financial officer)
Date: August 21, 2000
