<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED MARCH 31, 2000
Commission File No. 0-30124
SONUS COMMUNICATION HOLDINGS, INC.
A Delaware corporation
IRS Employer Identification No. 54-1939577
55 John Street, 2nd Floor, New York, NY 10038
Telephone - (212) 285-4300
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, as amended, during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
---------- --------
Common stock $.0001 par value, 7,098,071 shares outstanding as of May 10, 2000
<PAGE> 2
Sonus Communication Holdings Inc. and Subsidiaries
The undersigned registrant hereby amends its quarterly report on form 10-QSB
for the quarter ending March 31, 2000, as set forth in the pages attached
hereto (see notes to financial statements).
Table of Contents
PAGE(s)
PART I. Financial Information:
ITEM 1. Financial Statements
Condensed Balance Sheets - March 31, 2000 (Unaudited)
and December 31, 1999 3.
Condensed Statements of Operations (Unaudited) -
Three Months Ended March 31, 2000 and 1999 4.
Condensed Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 2000 and 1999 6.
Notes to Interim Condensed Financial Statements (Unaudited) 7.
ITEM 2. Management's Discussion and Analysis of Financial Condition 9.
PART II. Other Information 12.
SIGNATURES 13.
EXHIBITS 14.
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
SONUS COMMUNICATION HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(As restated,
see Note 1b)
March 31, December 31,
ASSETS 2000 1999
------------- -------------
(unaudited) (audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $692,304 $234,688
Accounts receivable, net 731,144 31,936
Installment sales receivable, net of unearned
profit of $105,286 at 3/31/00 and $106,134 at 12/31/99,
respectively 185,936 187,430
Loan receivable -- 150,000
Prepaid expenses 323,579 166,572
------------ ------------
TOTAL CURRENT ASSETS 1,932,963 770,626
PROPERTY AND EQUIPMENT, net 1,140,873 721,905
GOODWILL, NET 8,068,485 -
OTHER ASSETS 225,839 62,062
------------ ------------
TOTAL ASSETS $11,368,160 $1,554,593
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $1,562,363 $382,045
Vendor equipment payable - 364,666
Lease obligation and note payable, current portion 350,979 87,399
Due to shareholders 71,000 113,000
Accrued expenses 476,723 42,510
------------ ------------
TOTAL CURRENT LIABILITIES 2,461,065 989,620
Long-term debt, net of current portion 940,390 109,550
Other noncurrent liabilities 43,000 43,000
------------ ------------
TOTAL LIABILITIES 3,444,455 1,142,170
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value 710 460
Additional paid-in capital 10,906,189 2,476,488
Subscriptions received - 135,000
Accumulated deficit (2,983,194) (2,199,525)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 7,923,705 412,423
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,368,160 $1,554,593
============ ============
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE> 4
SONUS COMMUNICATION HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------
(As restated,
see Note 1b)
2000 1999
---- ----
<S> <C> <C>
OPERATING INCOME:
Telecommunication services $ 167,817 $ 242,438
----------- -----------
OPERATING EXPENSES
Direct expenses 372,394 383,766
General and Administrative 581,542 113,133
Merger related costs - 172,491
----------- -----------
953,936 669,390
LOSS FROM OPERATIONS (786,119) (426,952)
OTHER INCOME
Interest income, net 2,450 461
----------- -----------
LOSS BEFORE INCOME TAXES (783,669) (426,491)
Provision for income taxes - -
----------- -----------
NET LOSS $ (783,669) $ (426,491)
=========== ===========
Basic and diluted loss per common share $ (0.13) $ (0.12)
=========== ===========
Shares used in per share calculation 5,970,963 3,584,980
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE> 5
SONUS COMMUNICATION HOLDINGS, INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(As restated, see Note 1b)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock
------------------- Paid-in Subscription Accumulated
Shares Amount Capital Received Deficit Total
-------- ------ ------------ ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 4,598,850 $ 460 $ 2,476,488 $ 135,000 $(2,199,525) $ 412,423
Sale of common shares 1,433,364 143 1,782,429 (135,000) 1,647,572
Shares issued for acquisition of
Empire One Telecommunications, Inc. 1,065,857 107 3,197,464 3,197,571
Warrants issued in connection with
Acquisition of Empire One
Tellecommunications, Inc. 3,407,808 3,407,808
Waiver of compensation payable 42,000 42,000
Net loss - - - - (783,669) (783,669)
--------- ------ ----------- --------- ----------- ----------
Balance March 31, 2000 7,098,071 $ 710 $10,906,189 $ - $(2,983,194) $7,923,705
========= ====== =========== ========= =========== ==========
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE> 6
SONUS COMMUNICATION HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Quarter ended March 31,
-----------------------
(As restated,
see Note 1b)
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(783,669) $ (426,491)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Depreciation 49,326 16,537
Common shares issued for services rendered - 90,000
Time contributed in lieu of salary 42,000 -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (37,144) 19,865
Decrease in installment sales receivable 1,494 3,301
(Increase) in prepaid expenses (76,121) (7,366)
Increase in accounts payable 25,215 34,922
(Decrease) in vendor equipment payable - (34,627)
Increase in accrued expenses 9,062 37,878
----------- ----------
NET CASH USED IN OPERATING ACTIVITIES (769,837) (265,981)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (16,913) (323,930)
Investment in purchased business, net of cash acquired (334,298) -
Deposits for equipment and circuits - (33,062)
---------- -----------
NET CASH USED IN INVESTING ACTIVITIES (351,211) (356,992)
CASH FLOWS FROM FINANCING ACTIVITIES:
Private placement of common shares, net 1,647,572 626,634
Repurchase of founder shares (42,000) -
Payment of lease obligation for network equipment (26,908) -
----------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,578,664 626,634
NET INCREASE IN CASH AND CASH EQUIVALENTS 457,616 3,661
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 234,688 1,002
---------- ----------
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 692,304 $ 4,663
========== ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Common stock issued to acquire Empire One $3,197,571 -
---------- ----------
Warrants issued to employees and non-employees
In connection with acquisition of Empire One 3,407,808 -
---------- ----------
OTHER INFORMATION:
Cash payments for interest - -
---------- ----------
</TABLE>
See notes to condensed consolidated financial statements
6
<PAGE> 7
SONUS COMMUNICATION HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months
Ended March 31, 2000 and 1999
(Unaudited)
1a. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements apply to the
Company and its wholly-owned subsidiaries 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, 2000 and the results
of operations and changes in cash flows for the three months ended March 31,
2000 and 1999. The results of operations for such periods, however, are not
necessarily indicative of the results to be expected for a full fiscal year.
This Form 10-QSB should be read in conjunction with the Form 10-KSB for the
fiscal year ended December 31, 1999. The financial statements as of and for
the three months ended March 31, 2000 have been reviewed by our auditors.
1b. RESTATEMENT
Subsequent to the issuance of the Company's financial statements as of and for
the quarter ended March 31, 2000, the Company's management determined that
certain adjustments were necessary to more fairly present the balance sheet
and income statement. The adjustments involve recognition of additional
purchase price consideration in connection with the acquisition of Empire One
Telecommunications Inc. As a result, the financial statements as of and for
the quarter ended March 31, 2000 have been restated from amounts previously
recognized. The adjustments involve increases to goodwill, accrued expenses
and additional paid-in capital of $3,554,427, $146,419, and $3,407,808
respectively. A summary of significant effects of the restatements follows:
CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000
<TABLE>
<CAPTION>
Previously reported As restated
------------------- ------------
<S> <C> <C>
Goodwill, net $4,514,058 $8,068,485
Total assets 7,813,733 11,368,160
Accrued expenses 330,104 476,723
Total liabilities 3,297,836 3,444,455
Additional paid-in capital 7,498,381 10,906,189
Total liabilities and stockholders'
Equity 7,813,733 11,368,160
</TABLE>
2. FINANCING
In January, 2000, the Company completed its offering of 1,851,504 shares of
common stock at $1.35 per share. The aggregate offering price was $2.5 million
with the Company realizing $2,246,000 in cash proceeds. The offering was
completed in three pieces with the first closing occurring in November 1999
for 418,140 shares resulting in gross proceeds of $564,000 and net proceeds to
the Company of $502,000. The second closing occurred on January 5, 2000 for
1,088,939 shares and net proceeds to the company of $1,327,000. The final
closing occurred on January 27, 2000 for 344,425 shares resulting in gross
proceeds of $465,000 and net proceeds to the Company of $417,000. The
difference between gross proceeds and net proceeds reflects expenses of
approximately $11,000 with the remaining being the cash portion of the
investment banking fees. At December 31, 1999, the Company had received
$135,000 of the proceeds which were shown as subscriptions received.
L. Flomenhaft & Co. ("Flomenhaft") acted as the Company's investment banker
for this financing. For the services rendered, Flomenhaft and a nominee of
Flomenhaft received cash fees of approximately $180,000 plus five-year common
stock purchase warrants to acquire a total of 257,762 shares of the Company's
common stock at an exercise price of $1.35 per share. The per share exercise
price of the warrants was set at the same value as the common shares sold in
the offering.
7
<PAGE> 8
3. ACQUISITION
On November 15, 1999, the Company signed a definitive merger agreement to
acquire Empire One Telecommunications, Inc. ("EOT") subject to regulatory and
EOT shareholder approval. EOT is a domestic Competitive Local Exchange Carrier
("CLEC"), Interexchange Carrier and Internet Service Provider that offers a
full range of services including local, long-distance, internet access and web
hosting services to ethnic communities located mostly in New York City and
California. The customer base has traditionally been mostly Chinese and Irish
groups with EOT launching a campaign in March 2000 aimed at the Russian
speaking communities in the New York metropolitan area.
On March 29, 2000, the Company merged with EOT. The Company exchanged
1,065,857 shares of common stock in exchange for all the outstanding common
shares of EOT plus assumption of debt. The shares were valued at $3.00 per
share. The acquisition was accounted for as a purchase. The operations of EOT
are included with those of the Company prospectively, effective April 1, 2000.
The value of consideration from the shares exchanged was $3,197,571.
Additional costs of the merger included legal and investment banking fees paid
of $122,174, warrants issued (in the money) to EOT founders with a fair value
of $1,863,810, and warrants issued to investment bankers with a fair value of
$1,543,998. The adjusted book value of EOT at merger, which approximated fair
value, was $(1,228,210). As a result, the Company recorded $7,955,763 in
goodwill related to the merger, which is being amortized over 15 years. The
proforma results of operations for the three and nine month periods ended
September 30, 2000 and 1999, respectively, are shown below. These statements
do not purport to represent what the actual results of operations would have
been for the Company had the merger been consummated at the beginning of the
earliest period presented, is not indicative of actual results and does not
purport to represent what the results of operations of the combined entity may
be in the future.
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 2000
(Unaudited)
Historical
----------------------------
Sonus EOT Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 167,817 $ 1,219,705 $ - $ 1,387,522
----------- ----------- ----------- -----------
Operating expenses:
Direct expenses 372,394 946,389 1,318,783
General & administrative 581,542 770,364 1,351,906
Goodwill amortization - - 132,596 132,596
----------- ----------- ----------- -----------
953,936 1,716,753 132,596 2,803,285
----------- ----------- ----------- -----------
Loss from operations (786,119) (497,048) (132,596) (1,415,763)
Other income (expenses) 2,450 (27,475) - (25,025)
----------- ----------- ----------- -----------
Net loss $ (783,669) $ (524,523) $ (132,596) $(1,440,788)
=========== =========== =========== ===========
Net loss per share $ (.13) n/a - $ (.21)
=========== =========== =========== ===========
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 1999
(Unaudited)
Historical
----------------------------
Sonus EOT Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 242,438 $ 1,195,832 $ - $ 1,438,270
----------- ----------- ----------- -----------
Operating expenses:
Direct expenses 383,766 645,155 1,028,921
General & administrative 113,133 519,260 632,393
Goodwill amortization - - 132,596 132,596
----------- ----------- ----------- -----------
496,899 1,164,415 132,596 1,793,910
----------- ----------- ----------- -----------
Income (loss) from operations (254,461) 31,417 (132,596) (355,640)
Other income (expenses) (172,030) (10,573) - (182,603)
----------- ----------- ----------- -----------
Net income (loss) $ (426,491) $ 20,844 $ (132,596) $ (538,243)
=========== =========== =========== ===========
Net loss per share $ (.12) n/a $ - $ (.12)
=========== =========== =========== ===========
</TABLE>
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.
Subsequent to the issuance of the Company's financial statements as of and for
the quarter ended March 31, 2000, the Company's management determined that
certain adjustments were necessary to more fairly present the balance sheets
and income statement. The adjustments involve recognition of additional
purchase price consideration in connection with the acquisition of Empire One
Telecommunications Inc. As a result, the financial statements as of and for
the quarter ended March 31, 2000 have been restated from amounts previously
recognized. The adjustments involve increases to goodwill, accrued expenses
and additional paid-in capital of $3,554,427, $146,419, and $3,407,808
respectively (see Note 1b to financial statements).
For the first quarter of 2000, revenues were $168,000 compared to $242,000 for
the first quarter of 1999. At the end of the fourth quarter of 1999, the
Company made the decision due in part to increased competition resulting in
declining margins in its international long distance business, to focus its
resources primarily on developing the ethnic markets of Empire One
Telecommunications. During the first quarter, fewer resources were devoted to
the international long distance business that the Company had been focusing on
during 1999. As a result, the Company became less competitive in its
international long distance business and on the Republic of Georgia circuit in
particular. This resulted in revenue on the Georgia circuit of approximately
$55,000 for the first quarter of 2000. This route was the only revenue
generating circuit for the first quarter of 1999. The Company has continued to
experience declines in the price it is able to charge customers of its
international long distance business.
During the fourth quarter of 1999, the Company sporadically carried traffic on
its newly established circuit into Southwest Asia and because of the political
turmoil, the circuit was not operational at the end of 1999. The circuit was
partially re-
9
<PAGE> 10
established late in March 2000 and additional capacity was re-established
during the second quarter of 2000. The result of this has been to generate
only minimal revenue from this circuit during the first quarter of 2000.
Direct expenses were $373,000 for the first quarter of 2000 compared to
$384,000 for the first quarter of 1999. Approximately $132,000, or 35%, of the
2000 expenses were call termination costs and $146,000, or 38%, is for
satellite utilization fees which are attributable to carrying traffic. The
satellite utilization fees are incurred even if there is no network traffic
while the call termination fees vary directly with the amount of network
traffic carried.
General and Administrative expenses were $581,000 for the first quarter of
2000 compared to $113,000 for the first quarter of 1999. The Company began
adding additional personnel during the first quarter of 1999 in order to
expand the Company's network and to support the administrative needs of being
a public company. At the end of the first quarter of 1999, there were five
employees. For the first quarter of 2000, there were 10 employees. The
increase in salary expense accounts for $121,000 of the increase in expenses.
During the third quarter of 1999, the Company hired an investor relations firm
and also agreed to pay its investment banker a monthly fee as part of its fee
for the services being performed. These two items together account for an
additional $104,000 of the increase. Legal and accounting fees were $112,000
higher in the 2000 first quarter as compared to 1999 first quarter as a result
of work associated with the preparation of a registration statement relating
to common shares originally issued during 1999 and the acquisition of Empire
One Telecommunications, Inc. and for the fees associated with the annual
audit. Additionally, there was an increase in travel and office expenses that
accounts for the remaining difference.
In the first quarter of 1999, the Sonus Communications merger with and into
The Park Group (see the Company's Form 10-KSB filed March 29, 2000 for
details) was completed. The costs associated with this were shown as merger
related expenses and amounted to $172,000 in the first quarter of 1999. There
were no equivalent expenses in 2000.
In January 2000, the Company sold common shares that raised $1.7 million in
cash. This was invested when not needed for operations and generated $10,000
of interest income in the quarter. There was no equivalent investment in the
first quarter of 1999.
As a result of the above, the Company lost $784,000 in the first quarter of
2000 compared to $424,000 for 1999.
LIQUIDITY
The Company has limited cash resources. A failure to obtain financing within
the next two weeks will have a material adverse effect on the Company, its
business, financial condition and results of operations, and will impair the
Company's ability to continue as a going concern. There can be no assurances
that financing can be obtained within the next two weeks, or as to the terms
(if any) on which financing could be obtained, or that the Company can
continue in business thereafter if such financing is not obtained.
In January 2000, the Company completed the financing begun in November 1999 by
selling 1,433,364 shares of its common stock at $1.35 per share resulting in
net proceeds to the Company of $1,647 000. See the Footnotes to Consolidated
Financial Statements for more details related to this transaction. L.
Flomenhaft & Co, Inc., in conjunction with Hudson Allen & Co. acted as
investment bankers for this offering and received cash fees of $179,704 (of
which $123,304 relates to the January 2000 closings) and common stock purchase
warrants to purchase 257,762 shares (of which 195,042 relate to the January
2000 closings) of the Company's common stock at the per share price of the
offering of $1.35 per share.
At the time the above offering was conducted, it was anticipated that
additional financing would be needed. As of the end of April 2000, no
additional financing had
10
<PAGE> 11
been completed although as discussed below, discussions were on-going with
potential financing sources.
At the end of March 2000, the Company had received all approvals, including
regulatory and shareholder approvals, necessary to complete the acquisition of
Empire One Telecommunications. The purchase price of $3,197,451 was paid by
issuing 1,065,817 shares of the Company's common stock valued at $3.00 per
share. The acquisition was recorded using the purchase method of accounting
and as a result, the Company recorded the difference between the net assets of
EOT and the purchase price as goodwill. This is expected to be amortized over
15 years resulting in an annual non-cash amortization of $530,000.
As noted above, the Company is in discussions with potential investors to
invest in the Company. If successful, the Company expects that these investors
may invest between $2 million and $4 million in the Company. As of the end of
April, negotiations on the terms of any investment had not been completed.
There is no assurance that the Company will be able to reach agreement with
these potential investors or that the terms will be acceptable to the Company.
Empire One Telecommunications sub-leases its current facility from a company
that is in bankruptcy. Although EOT has been paying the rent, EOT has been
notified that the lease is being terminated and that EOT must vacate the
space. EOT is currently trying to negotiate enough time to allow EOT to
relocate the business to another facility. The expectation is that EOT will
have to be out of its current space no later than July 31, 2000. EOT has
located adequate space within New York City and is currently negotiating the
lease. One of the provisions is for a security deposit of approximately
$271,000. Until financing is obtained, the Company does not have the ability
to fund this security deposit. There are no assurances that the Company will
be able to complete the negotiations for the office space in time to move the
operations before having to vacate the current space or that financing can be
completed in time to make the required security deposit or at all.
The Company anticipates that in order to grow the subscriber base of EOT, and
to provide for the necessary personnel and infrastructure to support such
growth, the Company will require substantial additional funds. It is
anticipated that the Company will have to continue to raise funds in the
public and private markets to have enough cash to pay for this expected
expansion and to continue to fund current operations. There is no assurance
that the Company will be able to raise additional funds or that any public
offering of its securities will be made. If the financing noted above is not
received on a timely basis, the operations of the Company may be substantially
impaired.
Part II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
In January 2000, the Company sold a total 1,433,364 shares of its common stock
in a private placement to accredited investors through L. Flomenhaft & Co in
conjunction with Hudson Allen & Co. who acted as investment bankers. As a
result of such sales, the investment bankers received a total of $123,304 and
195,042 Common Stock purchase warrants. The Common Stock purchase warrants are
exercisable at $1.35 per share, the price at which the common shares were
sold. The sale of the common shares was exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act and under Rule
506 of Regulation D promulgated under the Securities Act. The Company relied
upon representations and warranties made by investors in the subscription
agreements executed by them.
On March 29, 2000, the Company completed the acquisition of Empire One
Telecommunications, Inc. (EOT) by issuing 1,065,857 shares of its common stock
in exchange for all the outstanding common shares of EOT. The transaction was
exempt pursuant to Section 4(2) of the Securities Act and under Rule 505 of
Regulation D promulgated under the Securities Act. The Company relied upon
representations and warranties made by certain shareholders of EOT and upon
Statements of Accredited
11
<PAGE> 12
Investors signed by certain of the shareholders and delivered to the Company
at the time of the merger. Ferris, Baker Watts, Inc. acting as the investment
banker received $100,000 plus a Common Stock Purchase Warrant to acquire
323,500 shares of the Company's common stock.
As part of the transaction, the three founders of EOT each received Common
Stock Purchase Warrants to purchase 150,000 shares of the Company's common
stock. The warrants are exercisable at $3.00 per share and vest over three
years.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger by and among the
Company, Empire One Telecommunications, Inc. and
EOT Acquisition Corporation dated November 27,
1999, previously filed as Exhibit 2.3 to the
registration statement on Form SB-2 filed on
December 7, 1999, as amended by Amendment No. 1
filed on March 22, 2000, incorporated herein by
reference.
3.1 Certificate of Merger of Empire One
Telecommunications into EOT Acquisition Corporation
filed with the Secretary of State of the State of
Delaware on March 29, 2000.
3.2 Certificate of Merger of Empire One
Telecommunications, Inc. with and into EOT
Acquisition Corporation filed with the Department
of State of the State of New York on March 29,
2000.
4.1 Placement Agent Warrants issued to L. Flomenhaft &
Co., Inc. dated January 5, 2000.
4.2 Placement Agent Warrants issued to Hudson Allen &
Co. dated January 5, 2000.
4.3 Placement Agent Warrants issued to L. Flomenhaft &
Co., Inc. dated January 27, 2000.
4.4 Warrants issued to Ferris Baker Watts, Inc. dated
March 29, 2000.
4.5 Registration Rights Agreement between the Company
and certain shareholders of Empire One
Telecommunications, Inc..
10.1 Collateral Note made as of March 29, 2000 by the
Company in favor of Citizens Telecommunications
Company.
10.2 Security Agreement dated March 29, 2000 among the
Company, Empire One Telecommunications, Inc. and
Citizens Telecommunications Company.
10.3 Consent and Release Agreement dated March 29, 2000
among the Company, EOT Acquisition Corporation,
Empire One Telecommunications, Inc., Citizens
Telecommunications Company, W. Todd Coffin and John
K. Friedman.
15 Auditors Letter.
27 Financial Data Schedule
REPORTS ON FORM 8-K
NONE
</TABLE>
12
<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: December 22, 2000 BY: /s/ John K.Friedman
------------------------------
John K. Friedman, President and
Chief Operating Officer
DATE: December 22, 2000 BY: /s/ Frank C. Szabo
-----------------------------
Frank C. Szabo
Chief Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger by and among the Company,
Empire One Telecommunications, Inc. and EOT Acquisition
Corporation dated November 27, 1999, previously filed as
Exhibit 2.3 to the registration statement on Form SB-2
filed on December 7, 1999, as amended by Amendment No. 1
filed on March 22, 2000, incorporated herein by reference.
3.1 Certificate of Merger of Empire One Telecommunications into
EOT Acquisition Corporation filed with the Secretary of
State of the State of Delaware on March 29, 2000.
3.2 Certificate of Merger of Empire One Telecommunications,
Inc. with and into EOT Acquisition Corporation filed with
the Department of State of the State of New York on March
29, 2000.
4.1 Placement Agent Warrants issued to L. Flomenhaft & Co.,
Inc. dated January 5, 2000.
4.2 Placement Agent Warrants issued to Hudson Allen & Co. dated
January 5, 2000.
4.3 Placement Agent Warrants issued to L. Flomenhaft & Co.,
Inc. dated January 27, 2000.
4.4 Warrants issued to Ferris Baker Watts, Inc. dated March 29,
2000.
4.5 Registration Rights Agreement between the Company and
certain shareholders of Empire One Telecommunications, Inc.
10.1 Collateral Note made as of March 29, 2000 by the Company in
favor of Citizens Telecommunications Company
10.2 Security Agreement dated March 29, 2000 among the Company,
Empire One Telecommunications, Inc. and Citizens
Telecommunications Company
10.3 Consent and Release Agreement dated March 29, 2000 among
the Company, EOT Acquisition Corporation, Empire One
Telecommunications, Inc., Citizens Telecommunications
Company, W. Todd Coffin and John K. Friedman
15 Auditors Letter
27 Financial Data Schedule
</TABLE>
14
