U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended February 28, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ________________ to _______________.
Commission File Number 0-15482
WAVETECH INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0916826
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5210 E. Williams Circle, Suite 200
Tucson, Arizona 85711
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(Address of principal executive offices)
(520) 750-9093
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(Issuer's telephone number)
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(Former name, former address, formal fiscal year, if changed from last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: April 12, 1999.
Class No. of Shares Outstanding
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Common Stock. Par Value $.001 3,427,369
Transitional Small Business Disclosure Format (Check One): [ ] Yes [X] No
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EXPLANATORY NOTE
This Amendment No. 1 is being filed to include additional disclosure
required to be made pursuant to Item 2 of the Form. This amendment should be
read together with the initial filing on Form 10-QSB as filed with the
Securities and Exchange Commission on April 14, 1999.
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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 26, 1999, the Company entered into an agreement with DCI
Telecommunications, Inc. ("DCI"), pursuant to which the Company issued an
aggregate of 568,846 shares of its $.001 par value common stock to DCI. In
exchange for the Company's shares, DCI issued an aggregate of 576,047 shares of
its common stock to the Company, which shares were deemed to have an aggregate
value of $1,421,684. The shares issued by DCI to the Company were determined to
have a fair market value equal to that of the shares of the Company's Common
Stock issued to DCI, based upon the closing sales prices of the respective
securities on February 22, 1999.
The Company issued the shares to DCI in a transaction exempt from
registration under the Securities Act of 1933, as amended, pursuant to Rule 506
promulgated thereunder. The Company relied upon certain representations made by
DCI with respect to its status as an "accredited investor" (as defined in Rule
502 under the Act), and placed certain restrictions upon the resale of the
shares issued to DCI. Such restrictions are evidenced by a legend placed upon
the certificates issued to DCI.
The agreement pursuant to which this issuance of Common Stock was made was
negotiated independently of the Merger Agreement, currently in effect among the
Company and DCI.
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SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this Amendment No. 1 on Form 10-QSB to be signed on its behalf
by the undersigned, thereunto duly authorized.
WAVETECH INTERNATIONAL, INC.
April 15, 1999 By: /s/ Gerald I. Quinn
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Gerald I. Quinn
President and Chief Executive Officer
April 15, 1999 By: /s/ Lydia M. Montoya
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Lydia M. Montoya
Chief Financial Officer (Principal
Accounting and Financial Officer)
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