<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED MARCH 31, 1999
Commission File No. 0-30124
SONUS COMMUNICATION HOLDINGS, INC.
A Delaware Corporation
IRS Employer Identification No. 54-1939577
1600 Wilson Blvd, Suite 1008, Arlington, VA 22209
Telephone - (703) 527- 8860
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes No X
--- ---
Common stock $.001 par value,
3,342,385 shares outstanding
as of July 26, 1999
<PAGE> 2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
SONUS COMMUNICATION HOLDINGS INC AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ---------
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,663 $ 1,002
Accounts receivable 21,379 41,244
Installment sales receivable, net of unearned
profit of $129,464 and $131,340 at 3/31/99
and 12/31/98, respectively 227,789 231,090
Other current assets 7,366 -
--------- --------
TOTAL CURRENT ASSETS 261,197 273,336
PROPERTY AND EQUIPMENT, net 539,008 231,615
OTHER ASSETS 33,062 -
--------- ---------
TOTAL ASSETS $ 833,267 $ 504,951
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 246,961 $ 202,842
Vendor equipment payable 321,646 356,273
Other current liabilities 55,374 26,693
--------- ---------
TOTAL CURRENT LIABILITIES 623,981 585,808
Note payable - shareholder 99,969 99,969
--------- ---------
TOTAL LIABILITIES 723,950 685,777
SHAREHOLDERS' EQUITY
Common stock, $.001 par value 4,498 3,250
Additional paid-in capital 727,583 12,197
Accumulated deficit (622,764) (196,273)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 109,317 (180,826)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 833,267 $ 504,951
========= =========
</TABLE>
See notes to condensed consolidated financial statements
1
<PAGE> 3
SONUS COMMUNICATION HOLDINGS INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
------------ -----------
<S> <C> <C>
REVENUES
Telecommunications services $ 242,438 $ -
Consulting services - 13,450
--------- ---------
242,438 13,450
OPERATING EXPENSES
Direct Expenses 383,766 -
General & Administrative 113,133 13,836
--------- ---------
496,899 13,836
LOSS FROM OPERATIONS (254,461) (386)
OTHER INCOME (EXPENSE)
Interest, net 461 (1,750)
Merger related costs (172,491) -
--------- ---------
(172,030) (1,750)
LOSS BEFORE INCOME TAXES (426,491) (2,136)
Provision for income taxes - -
--------- ---------
NET LOSS $(426,491) $ (2,136)
========= =========
Basic loss per common share $ (0.12) $ -
========= =========
Shares used in per share calculation 3,584,980 3,250,000
========= =========
</TABLE>
See notes to condensed consolidated financial statements
2
<PAGE> 4
SONUS COMMUNICATION HOLDINGS INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1999 1998
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(426,491) $ (2,136)
Adjustments to reconcile net loss to
net cash utilized in operating activities:
Depreciation 16,537 -
Changes in assets and liabilities:
Decrease in accounts receivable 19,865 -
Decrease in installment sales receivable 3,301 -
(Increase) decrease in prepaid expenses (7,366) 601
Increase (decrease) in accounts payable 34,922 (231)
(Decrease) in vendor equipment payable (34,627) -
Increase in accrued expenses 37,878 1,822
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (355,981) 56
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (323,930) -
Deposits for equipment and circuits (33,062) -
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (356,992) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Private Placement of common shares, net 626,634 -
Fees paid by issuance of common shares 90,000 -
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 716,634 -
CASH AND CASH EQUIVALENTS, BEGINNING 1,002 235
--------- ---------
CASH AND CASH EQUIVALENTS, END $ 4,663 $ 291
========= =========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE> 5
SONUS COMMUNICATION HOLDINGS INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months
Ended March 31, 1999 and 1998
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements apply to the
Company and its wholly-owned subsidiary and reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
Company's consolidated financial position as of March 31, 1999 and the
results of operations for the three months ended March 31, 1999 and 1998. The
results of operations for such periods, however, are not necessarily
indicative of the results to be expected for a full fiscal year. On May 14,
1999, the Company filed a Form 10SB with the Securities and Exchange
Commission to register the common stock of the Company. This Form 10QSB
should be read in conjunction with the Form 10SB.
2. MERGER
In January 1999, Sonus Communications Inc ("Sonus"), entered into merger
discussions with The Park Group, Inc ("Park"). In anticipation of the merger,
Park formed Sonus Park Acquisition, Inc. as a wholly owned subsidiary of
Park. On March 4, 1999, Park Acquisition merged with and into Sonus leaving
Sonus as the surviving corporation and a wholly owned subsidiary of Park. The
former shareholders of Sonus received 92% of the capital stock of the
surviving entity.
On April 7, 1999, Park organized Sonus Communication Holdings, Inc
("Holdings") as a Delaware corporation and wholly owned subsidiary of Park.
On April 16, 1999, Holdings merged with and into Park, leaving Holdings as
the surviving corporation. As a consequence of the merger, Sonus became a
wholly owned subsidiary of Holdings. Shares of Park were exchanged for shares
of Holdings on a one-for-one basis in the merger. The purpose of the merger
was to re-incorporate in the state of Delaware.
L. Flomenhaft & Co., an investment banker, acted as a consultant to Park on
the merger. As a fee for services, L. Flomenhaft & Co. received 150,000
shares of the Company. The Company issued 120,000 shares to L. Flomenhaft &
Co. and the remaining 30,000 shares to a nominee of L. Flomenhaft & Co.
3. FINANCING
On January 21, 1999, Sonus completed the sale of 750,000 shares of common
stock at $1.00 per share in a private placement to 21 individual and
corporate accredited investors. L. Flomenhaft & Co acted as placement agent.
The aggregate offering price was $750,000 with Sonus netting cash proceeds of
$626,634. L. Flomenhaft received $75,000 in cash and a five year warrant for
112,500 shares of common stock at an exercise price of $1.00 per share for
acting as placement agent. The Company issued a warrant for 90,000 shares to
L. Flomenhaft & Co and a warrant for the remaining 22,500
4
<PAGE> 6
shares to a nominee of L. Flomenhaft & Co. The investors in the private
placement received piggyback registration rights in connection with the sale.
In May 1999, subsequent to the balance sheet date, the Company issued
$575,000 in 10% convertible debentures ("Debentures"). The principal amount
plus accrued interest are due on demand by the lender six months following
the date of issuance. Under the terms of the Debentures, all principal as
well as accrued interest shall, upon closing a minimum amount of $500,000 in
a private placement, automatically be converted into shares of the Company's
common stock. Debenture holders are also entitled to an "equity kicker" equal
to one-half the number of shares of common stock into which the Debentures
are converted. The Company intends to offer to convert the Debentures into
common stock at $1.50 per share and, in accordance with the terms of the
Debentures, provide the additional shares as part of the equity kicker.
Alternatively, the Company intends to offer Debenture holders the option to
convert their Debentures into Units consisting of one common share and one
warrant convertible into one common share at an exercise price of $3.00 per
share (the "Units") at a price per Unit of $2.00. The unit is equivalent to
those being offered in a private placement memorandum dated June 28, 1999. In
the event the Debenture holders convert their Debentures into Units, each
Debenture holder will receive an additional amount of Units equal to one-half
the amount of Units received upon conversion of the Debentures into Units.
On June 28, 1999, the Company issued a private placement memorandum to raise
additional funds. The private placement memorandum offers a minimum of
250,000 Units and a maximum of 1,250,000 Units at $2.00 per Unit.
4. WARRANTS
On January 14, 1999, Sonus Communications entered into a two year consulting
arrangement with L. Flomenhaft & Co. ("Consultant") whereby the Consultant is
to provide strategic financial, business planning and business development
services. The Agreement became effective January 21, 1999 when the first
private placement was completed. To compensate Consultant for his efforts,
Sonus issued a five year warrant for 487,500 shares of common stock of the
Company with an exercise price of $1.00 per share.
Effective April 1, 1999, the Company entered into a consulting agreement with
Coffin & Sons, Inc., a consulting firm owned by Mr. W. Todd Coffin, the
Company's President and CEO. The agreement provides that Mr. Coffin will
serve as CEO for a term of six months and 15 days and that Mr. Coffin will
serve on the Board of Directors of the Company during the consulting period.
For the services of Mr. Coffin, Coffin & Sons will receive cash compensation
of $10,000 per month of which $2,000 per month is deferred until after the
successful completion of the next private placement completed after the
effective date of the agreement. In addition to the cash compensation, Coffin
& Sons, Inc was issued 50,000 shares of common stock in May 1999 and is
entitled to receive (i) 50,000 shares upon the successful completion of a
private placement with gross proceeds of at least $1 million; (ii) 50,000
shares following the registration of shares issued in the private placement
and the shares trade at or above $3.00 per share for 20 consecutive trading
days; and (iii) 50,000 shares following the installation of a new chief
executive officer identified by Coffin & Sons,Inc and acceptable to the
Company.
5
<PAGE> 7
On April 20, the Company entered into a three month consulting agreement with
Hudson Capital, a consulting firm owned by Mr. Raleigh Coffin, a director of
the Company and the father of Mr. W. Todd Coffin. The agreement provides for
Mr. R. Coffin to help the Company develop a comprehensive business plan along
with an institutional investor presentation. Compensation to Hudson Capital
consists of a five year warrant for 100,000 shares with an exercise price of
$1.00 per share. The warrant vests as to: (i)25,000 shares upon the signing
of the agreement; (ii)25,000 shares upon the completion of the business plan;
(iii)25,000 shares upon successful completion of the private placement noted
above and; (iv) 25,000 shares when the stock publicly trades at $3.00 per
share for at least 20 consecutive days.
In April 1999, Mr. Charles Albo, Chairman, and Ms. Maraneli, Executive Vice
President each transferred 550,000 shares of common stock to the Company for
cancellation by the Company. In exchange for the shares, the Company issued
Mr. Albo and Ms Maraneli each a five year warrant to purchase 125,000 shares
of the Company's common stock at an exercise price of $1.50 per share. Mr.
Albo and Ms Maraneli are the original founders of Sonus Communications, Inc.
Additionally, the Company in May 1999 redeemed from each of Mr. Albo and Ms
Maraneli 75,000 shares at $1.50 per share. Mr. Albo and Ms Maraneli have
agreed that payment of the Redemption Price will be deferred until the
closing of a private placement of at least $1 million. In exchange for the
deferral of the Company's payment obligations, the Company agreed to advance
each of Mr. Albo and Ms Maraneli up to $7,000 per month not to exceed the
total redemption price. All amounts advanced will be deducted from the
redemption price when paid. Repayment is required to be made to the Company
only from the redemption price when paid.
Pursuant to employment contracts, the Company has issued warrants to Mr.
Stephen Albo, the Company's Chief Technical Officer and to Mr. Richard Rose,
the Company's Chief Financial Officer. Initially, Mr. Albo received in lieu
of a salary, a five year warrant to acquire 75,000 shares of common stock of
the Company at $1.00 per share which is fully vested and at the time Mr. Albo
became a full time employee, a second five year warrant to purchase 75,000
shares of common stock of the Company which vests over three years. Mr. Rose
received upon execution of an employment agreement, a five year warrant to
purchase 75,000 shares of common stock of the Company at $1.00 per share
which vests over three years.
5. OPTION PLANS
Employee Stock Option Plan: On June 10, 1999, the Company adopted the 1999
Stock Incentive Plan (the "1999 Plan") which was approved by a majority of
the stockholders on July 12, 1999. Under the terms of the 1999 Plan, which
expires on June 10, 2009, employees of the Company and its subsidiaries may
be granted incentive stock options, non-statutory stock options and
restricted stock awards. The option price of shares of common stock generally
will not be less than 100% of the Fair Market Value on the date of grant or
110% of fair market value in the case of a grant to a 10% shareholder. No
option will be exercisable more than ten years from the date of grant. The
Company has reserved 500,000 shares for issuance under the 1999 Plan. At
March 31, 1999, no grants had been made.
6
<PAGE> 8
Options typically vest quarterly over a three year period unless the Board of
Directors in its discretion provide otherwise. Options shall become fully
vested upon a "change of control" as defined in the 1999 Plan.
Directors Option Plan: On June 10, 1999, the Company adopted the 1999
Director Stock Incentive Plan (the "Director Plan") which was approved by a
majority of the stockholders on July 12, 1999. Under the terms of the
Director Plan, which expires on June 10, 2009, non-employee directors of the
Company may be granted non-statutory stock options at an exercise price equal
to 100% of the Fair Market Value on the date of grant. No option will be
exercisable more than ten years from the date of grant. The Company has
reserved 350,000 shares for issuance under the Director Plan. At March 31,
1999, no shares had been granted under the Director Plan.
6. NOTE PAYABLE - SHAREHOLDER
At December 31, 1998, Sonus Communications had a note payable to a
shareholder for $99,969 plus accrued interest. In conjunction with an
agreement made with the shareholder effective April 16, 1999, the note was
converted into 44,431 shares of common stock of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act provides a "safe harbor" for
forward-looking statements. Certain statements included in this Form 10-QSB are
forward-looking and are based on the Company's current expectations and are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from results expressed or implied in any forward-looking
statements made by, or on behalf of, the Company. The Company assumes no
obligation to update any forward-looking statements contained herein or that may
be made from time to time by, or on behalf of, the Company.
For the first quarter of 1999, Sonus had revenues of $242,000 compared to
$13,000 for the first quarter of 1998. During 1998, Sonus began installing its
network with the first revenues generated from telecommunications services
occurring in the fourth quarter of 1998. Revenues prior to the fourth quarter of
1998 were from consulting services. As the Company focused on telecommunications
services and expanding its network, revenues from consulting have decreased. For
the first quarter of 1999, all revenues were from telecommunications services.
Compared to the fourth quarter of 1998, revenues for telecommunications services
increased 9%, or an annualized 37.1%. The first circuit installed was to the
Republic of Georgia. During the first quarter of 1999, the Company began
installing the network to China. This circuit began carrying traffic during the
1999 second quarter. As Sonus proves the reliability of the system, Sonus
expects telephone traffic to China to increase if the Company can remain price
competitive. Since beginning service to China, the Company has experienced a
decline in prices because of the competition. Sonus is also in the process of
installing a system in southwest Asia which the Company expects to be generating
telephone traffic beginning later in 1999.
7
<PAGE> 9
As the above locations prove reliable, Sonus expects its customers to send more
traffic over Sonus' network thereby increasing revenues. The Company is also
developing partnerships in other foreign markets which should allow Sonus to
enter these markets and install networks.
By using the Internet, Sonus has a cost advantage over traditional long distance
competitors that use leased bandwidth. As a result of this advantage, Sonus
expects to be able to attract customers that will use the Sonus network to carry
long distance traffic resulting in additional revenue to Sonus.
For the quarter ended March 31, 1999, the Company had direct operating expenses
of $383,766. These expenses relate to the installation and operation of the
network. Since the network was not installed until the fourth quarter of 1998,
there are no comparable expenses in 1998. These expenses include fixed costs
that are incurred during the installation and testing phases of the network, the
fixed costs and the operating costs of carrying telephone traffic.
General and Administrative expenses were $113,133 for the quarter ended March
31, 1999 compared to $13,836 for the comparable 1998 quarter. This increase is
directly attributable to the increase from a staff consisting of only the
founders in 1998 who did not take a salary in the first quarter to staffing of
five at March 31, 1999 and all associated costs of establishing and maintaining
an office. Sonus will continue to make an investment in staffing as 1999
progresses.. The Company expects that in order to increase capacity of the
currently installed locations and to expand into additional locations, as well
as obtaining the administrative support necessary to being a public company, a
significant investment in both equipment and personnel will be needed. The
result will be to increase operating expenses with no assurance of any return on
investment.
On March 4, 1999, Sonus Communications merged with and into Sonus Park
Acquisitions, Inc, a newly formed wholly-owned subsidiary of the Park Group.
Sonus, which was the surviving entity, became a wholly-owned subsidiary of the
Park Group and the only asset of Park. On April 7, 1999, Park organized Sonus
Communication Holdings, Inc as a Delaware corporation and a wholly-owned
subsidiary of Park. On April 16, 1999, Sonus Holdings merged with and into Park
leaving Sonus Holdings as the surviving corporation. Shares of Park were
exchanged for shares of Sonus Holdings on a one-for-one basis. The purpose of
the merger was to re-incorporate in Delaware. The costs incurred during the
first quarter of 1999 under the caption Merger Related Costs amounting to
$172,491 relate to these transactions. Please see the Footnotes to Condensed
Consolidated Financial Statements for additional information on the merger.
As a result of the limited revenue, the increased costs associated with the
expansion and the costs of the merger, the Company had a net loss of $426,491
for the first quarter of 1999. This is compared to a net loss of $2,136 for the
first quarter of 1998 when operations were limited.
Liquidity
At December 31, 1998, the Company had cash of $1,002, negative working capital
of $312,472 and negative shareholders equity of $180,826. In January 1999, Sonus
completed the sale of 750,000 shares of its common stock in a private offering
realizing net proceeds aggregating $627,000. Subsequent to March 31, 1999, the
Company raised $575,000 in a convertible bridge loan. During the third quarter,
the Company expects to raise additional funds through a private placement to
fund operations. The private
8
<PAGE> 10
placement is expected to raise a minimum of $500,000 and a maximum of $2.5
million. At the completion of the minimum offering, the convertible bridge loan
will convert into equity. For more details, see the Footnotes to Condensed
Consolidated Financial Statements included in this Form 10-QSB.
As noted above, expansion of the current network as well as the addition of more
locations requires substantial investment of both equipment and personnel. The
Company expects that it will have to continue to raise funds in both the private
and public markets to have enough cash to pay for this expected expansion.
PART II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
On May 27, 1999, the Company issued $575,000 original principal amount of its
10% convertible debentures (the "Debentures") to accredited corporate and
individual investors pursuant to Rule 506 of Regulation D promulgated under the
Exchange Act and Section 4(2) of the Exchange Act. The Company received net
proceeds of approximately $569,000 after deducting offering expenses including
but not limited to legal, accounting and printing costs. Selling commissions of
approximately $57,500 payable to Flomenhaft, as placement agent, have been
deferred pending the closing of the next private placement to occur after the
issuance of the Debentures. The Company relied on information provided and
representations made by purchasers of the Debentures in claiming exemption from
the registration obligations of the Securities Act of 1933, as amended.
The principal amount outstanding under the Debentures plus accrued interest are
due on demand by the holder any time after six months following the date of
issuance. Under the terms of the Debentures, all principal as well as accrued
interest shall, upon closing of the next private placement following the
issuance of the Debentures, automatically be converted into shares of the
Company's common stock. Debenture holders are also entitled to an "equity
kicker" equal to one-half the number of shares of common stock into which the
Debentures are converted. The Company intends to offer to convert the Debentures
into common stock at $1.50 per share and, in accordance with the terms of the
Debentures, provide the additional shares as part of the equity kicker.
Alternatively, the Company intends to offer Debenture holders the option to
convert their Debentures into Units consisting of one common share and one
warrant convertible into one common share at an exercise price of $3.00 per
share, at a price per Unit of $2.00. The Units are equivalent to those being
offered by the Company in a private placement memorandum dated June 28, 1999,
none of which have been sold prior to the filing of this report. In the event
the Debenture holders convert their Debentures into Units, each Debenture holder
will receive an additional amount of Units equal to one-half the amount of Units
received upon conversion of the Debentures into Units.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In April 1999, Park organized Holdings as a Delaware corporation and a
wholly-owned subsidiary of Park. A special meeting of the shareholders of Park
was called, noticed and held on April 12, 1999 in order to approve the merger of
Park into Holdings, leaving Holdings as the surviving corporation. All of
9
<PAGE> 11
the 3,227,444 shares present at the meeting voted for the merger of Park into
Holdings in order to reincorporate in the State of Delaware. There were no votes
against the merger nor any abstentions or broker non-votes.
On July 12, 1999, the stockholders of the Company adopted the Company's 1999
Stock Incentive Plan and the 1999 Directors Stock Incentive Plan by written
consent in lieu of a special meeting of stockholders in accordance with Delaware
General Corporation Law. The written consent in lieu of a special meeting was
signed by holders of 2,094,431 shares of common stock, constituting a majority
of common stock issued and outstanding and being sufficient to approve the
adoption of the 1999 Stock Incentive Plan and the 1999 Directors Stock Incentive
Plan. Holders of 1,247,954 shares of common stock did not participate in the
stockholder action by written consent in lieu of special meeting. There were no
votes against the adoption of the plans nor any broker non-votes.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Exhibit 2. Plan of acquisition, reorganization, arrangement, liquidation
or succession.
Exhibit 2.1 Articles of Merger dated February 26, 1999, previously
filed as Exhibit 3.1(f) of Form 10-SB of the Company filed May 14, 1999 (the
"Form 10-SB"), hereby incorporated by reference.
Exhibit 2.2 Articles of Merger dated April 12, 1999, previously
filed as Exhibit 3.1(g) of Form 10-SB, hereby incorporated by reference.
Exhibit 2.3 Certificate of Merger dated April 12, 1999, previously
filed as Exhibit 3.1(h) of Form 10-SB, hereby incorporated by reference.
Exhibit 3. Articles of incorporation and bylaws.
Exhibit 3.1 Certificate of Incorporation, previously filed as
Exhibit 2.1 of Form 10-SB, hereby incorporated by reference.
Exhibit 3.2 By-laws, previously filed as Exhibit 2.2 of Form 10-SB,
hereby incorporated by reference.
Exhibit 4. Instruments defining the rights of holders, incl. debentures.
Exhibit 4.1 Stock Subscription Agreement dated January 14, 1999,
previously filed as Exhibit 3.1(a) of Form 10-SB, incorporated herein by
reference.
Exhibit 4.2 Placement Agent Agreement dated January 14, 1999,
previously filed as Exhibit 3.1(b) of Form 10-SB, incorporated herein by
reference.
Exhibit 4.3 Shareholders Agreement dated as of January 21, 1999,
previously filed as Exhibit 3.1(c) of Form 10-SB, incorporated herein by
reference.
Exhibit 4.4 10% Convertible Debentures dated May 5, 1999, previously
filed as Exhibit 3.1(d) of Form 10-SB, incorporated herein by reference.
10
<PAGE> 12
Exhibit 4.5 Debenture Purchase Agreement dated May 5, 1999,
previously filed as Exhibit 3.1(e) of Form 10-SB, incorporated herein by
reference.
Exhibit 4.6 Articles of Merger dated February 26, 1999, previously
filed as Exhibit 3.1(f) of Form 10-SB, hereby incorporated by reference.
Exhibit 4.7 Articles of Merger dated April 12, 1999, previously
filed as Exhibit 3.1(g) of Form 10-SB, hereby incorporated by reference.
Exhibit 4.8 Certificate of Merger dated April 12, 1999, previously
filed as Exhibit 3.1(h) of Form 10-SB, hereby incorporated by reference.
Exhibit 4.9 Form of Warrant, previously filed as Exhibit 3.1(i) of
Form 10-SB, hereby incorporated by reference.
Exhibit 4.10 Placement Agent Warrant, previously filed as Exhibit
3.1(h) of Form 10-SB, hereby incorporated by reference.
Exhibit 10. Material Contracts.
Exhibit 10.3 Consulting Agreement dated January 14, 1999, previously
filed as Exhibit 6.1(a) of Form 10-SB, hereby incorporated by reference.
Exhibit 10.4 Placement Agent Agreement dated January 14, 1999,
previously filed as Exhibit 3.1(b) of Form 10-SB, incorporated herein by
reference.
Exhibit 10.5 Employment Agreement with Richard D. Rose dated April
15, 1999, previously filed as Exhibit 6.1(c) of Form 10-SB, incorporated
herein by reference.
Exhibit 10.6 Consulting Agreement with Raleigh Coffin dated as of
April 15, 1999, previously filed as Exhibit 6.1(d) of Form 10-SB,
incorporated herein by reference.
Exhibit 10.7 10% Convertible Debentures dated May 5, 1999,
previously filed as Exhibit 3.1(d) of Form 10-SB, incorporated herein by
reference.
Exhibit 10.8 Consulting Agreement dated April 15, 1999 between the
Company and Coffin & Sons, Inc., previously filed as Exhibit 6.1(f) of Form
10-SB, incorporated herein by reference.
Exhibit 27. Financial Data Schedule
REPORTS ON FORM 8-K
NONE
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
SONUS COMMUNICATION HOLDINGS, INC
---------------------------------
(Registrant)
DATE: JULY 28, 1999 BY: /s/ W. Todd Coffin
------------------------
W. Todd Coffin
President and Chief Executive Officer
DATE: JULY 28, 1999 BY: /s/ Richard D. Rose
------------------------
Richard D. Rose
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<CIK> 0000791219
<NAME> SONUS COMMUNICATION HOLDINGS, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,663
<SECURITIES> 0
<RECEIVABLES> 249,168
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 261,197
<PP&E> 581,280
<DEPRECIATION> 42,272
<TOTAL-ASSETS> 833,267
<CURRENT-LIABILITIES> 623,981
<BONDS> 0
0
0
<COMMON> 4,498
<OTHER-SE> 104,819
<TOTAL-LIABILITY-AND-EQUITY> 833,267
<SALES> 0
<TOTAL-REVENUES> 242,438
<CGS> 0
<TOTAL-COSTS> 383,766
<OTHER-EXPENSES> 285,163
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (426,491)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (426,491)
<EPS-BASIC> (0.12)
<EPS-DILUTED> 0
</TABLE>
