<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Commission file No. 33-17679
NORTH AMERICAN DATACOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1067694
(State of incorporation) (I.R.S. Employer Identification Number)
751 County Road 989, Building 1000, Iuka, MS 38852
(Address of principal executive offices) (Zip Code)
(662) 424-5050
(Registrant's Telephone Number)
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 proceeding 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 [ ]
As of November 10, 2000, the Company had approximately 98,645,067
outstanding shares of common stock.
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INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - CONDENSED FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Information
Condensed Consolidated Balance Sheets.........................................3
Condensed Consolidated Statements of Operations...............................4
Condensed Consolidated Statement of Comprehensive Income......................5
Condensed Consolidated Statement of Changes in Stockholders' Equity...........6
Condensed Consolidated Statements of Cash Flows...............................7
Notes to Condensed Consolidated Financial Statements.......................8-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........................13-20
Item 3. Quantitative and Qualitative Disclosures about Market Risk................21
PART II - OTHER INFORMATION
ITEMS 1 through 6.........................................................21-22
Signatures...................................................................23
</TABLE>
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NORTH AMERICAN DATACOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Equivalents $ 176,823 $ 20,948
Accounts Receivable, Net of allowance of $2,400 at
September 30 and June 30, 2000 37,905 37,848
Notes Receivable 6,258 6,258
Advance to Affiliate (Note 5) 200,000 --
Inventories 1,988 438
Employee Advances 2,555 102,555
------------ ------------
Total Current Assets 225,529 168,047
------------ ------------
Investments (Note 3) 60,000 90,000
------------ ------------
Property and Equipment:
Leasehold Property and Improvements 15,960 15,880
Computers and Equipment 722,156 717,416
Communications Equipment and Wireless Towers 470,560 371,688
Conduit and Optic Fiber (Notes 4 and 7) 16,432,996 14,396,891
Other Equipment 81,458 77,278
Office Furniture 3,231 3,231
------------ ------------
Total Property and Equipment 17,726,361 15,582,384
Less Accumulated Depreciation and Amortization (48,323) (35,945)
------------ ------------
Net Property and Equipment 17,678,038 15,546,439
------------ ------------
Other Assets (Note 6) 575,816 446,494
------------ ------------
Total Assets $ 18,739,383 $ 16,250,980
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade Notes Payable, net of unamortized discount (Note 4) $ 14,759,436 $ 15,152,173
Accounts Payable 235,277 24,034
Accrued Expenses 245,410 275,552
------------ ------------
Total Current Liabilities 15,240,123 15,451,759
------------ ------------
Payable to Director 23,917 23,917
------------ ------------
Total Liabilities 15,264,040 15,475,676
------------ ------------
Minority Interest in Net Assets of Subsidiary (Note 7) 2,000,000 --
------------ ------------
Commitments and Contingencies
Stockholders' Equity
Convertible Preferred Stock, No Par Value; 400,000 shares
authorized -- --
Series B Convertible Preferred Stock, $.0001 Par Value; 6%
Cumulative; 5,000 shares authorized; 800 shares issued and
outstanding as of September 30, 2000 (Note 8) 800,000 300,000
Common Stock, $.0001 Par Value; 150,000,000 Shares Authorized;
98,588,223 and 97,992,758 Shares Issued and Outstanding (Note 8) 9,858 9,798
Additional Paid in Capital 3,766,632 2,667,567
Other accumulated comprehensive income (129,200) (99,200)
Retained Earnings (Accumulated Deficit) (2,971,947) (2,102,861)
------------ ------------
Total Stockholders' Equity 1,475,343 775,304
------------ ------------
Total Liabilities and Stockholders' Equity $ 18,739,383 $ 16,250,980
============ ============
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
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NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------ ------------
<S> <C> <C>
Net Service Revenues $ 69,432 $ 23,995
Cost of Services 48,014 10,378
------------ ------------
Gross Profit 21,418 13,617
Selling, General and Administrative Expenses 715,864 197,179
------------ ------------
Operating Loss (694,446) (183,562)
Other Income (Expense), Net (174,640) 3,823
------------ ------------
Loss before income tax expense (benefit) (869,086) (179,739)
Income tax expense (benefit) -- --
------------ ------------
Net Loss $ (869,086) $ (179,739)
------------ ------------
Basic and Diluted Loss per Common Share (Note 1) $ (0.01) $ 0.00
============ ============
Weighted Average Number of
Common Shares Outstanding - Basic and Diluted (Note 1) 91,393,141 46,515,268
============ ============
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
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NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
--------- ---------
<S> <C> <C>
Net loss $(869,086) $(179,739)
Net unrealized gain (loss) on investments (Note 4) (30,000) --
--------- ---------
Comprehensive loss $(899,086) $(179,739)
========= =========
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
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NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Series B Convertible
Preferred Stock Preferred Stock Common Stock
------------------ ---------------------- ----------------------- Additional
Shares Amount Shares Amount Shares Par Value PIC
------ -------- ------- --------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, JUNE 30, 1999 -- $ -- 51,212 $ 512,120 4,030,000 $ 4,030 $ 790,221
==== ======== ======= ========= ========== ======== ===========
BALANCES, SEPTEMBER 30, 1999 -- $ -- 51,212 $ 512,120 4,030,000 $ 4,030 $ 790,221
==== ======== ======= ========= ========== ======== ===========
BALANCES, JUNE 30, 2000 300 $300,000 -- $ -- 97,992,758 $ 9,798 $ 2,667,567
==== ======== ======= ========= ========== ======== ===========
Issuance of Series B preferred
stock 500 500,000 -- -- -- -- --
Sale of common stock -- -- -- -- 317,500 32 634,968
Sale of common stock -- -- -- -- 150,000 15 442,110
Exercise of stock options
to acquire common stock -- -- -- -- 11,542 1 9,999
Exercise of stock options
to acquire common stock -- -- -- -- 115,423 12 9,988
Issuance of shares for services -- -- -- -- 1,000 -- 2,000
Net unrealized loss from
investments -- -- -- -- -- -- --
Net loss for the period ended
September 30, 2000 -- -- -- -- -- -- --
---- -------- ------- --------- ---------- -------- -----------
BALANCES, SEPTEMBER 30, 2000 800 $800,000 -- $ -- 98,588,223 $ 9,858 $ 3,766,632
==== ======== ======= ========= ========== ======== ===========
<CAPTION>
Net
Unrealized
Gain (Loss)
Accumulated on Stockholders'
Deficit Investments Equity
----------- ----------- -----------
<S> <C> <C> <C>
BALANCES, JUNE 30, 1999 $ (297,100) $ 46,500 $ 1,055,771
Net loss for the period
ended September 30, 1999 (179,739) -- (179,739)
----------- --------- -----------
BALANCES, SEPTEMBER 30, 1999 $ (476,839) $ 46,500 $ 876,032
=========== ========= ===========
BALANCES, JUNE 30, 2000 $(2,102,861) $ (99,200) $ 775,304
=========== ========= ===========
Issuance of Series B preferred
stock -- -- 500,000
Sale of common stock -- -- 635,000
Sale of common stock -- -- 442,125
Exercise of stock options
to acquire common stock -- -- 10,000
Exercise of stock options
to acquire common stock -- -- 10,000
Issuance of shares for services -- -- 2,000
Net unrealized loss from
investments -- (30,000) (30,000)
Net loss for the period ended
September 30, 2000 (869,086) -- (869,086)
----------- --------- -----------
BALANCES, SEPTEMBER 30, 2000 $(2,971,947) $(129,200) $ 1,475,343
=========== ========= ===========
</TABLE>
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NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (869,086) $(179,739)
Adjustments to reconcile net loss to cash provided by operations:
Depreciation and amortization 18,545 --
Noncash interest charge 182,263 --
Noncash promotional expense charge 2,000 --
Changes in operating assets and liabilities, net of acquisitions:
Inventory (1,550) --
(Increase) decrease in accounts receivable and trade receivables 99,943 990
Increase (decrease) in notes receivable --
(Increase) decrease in other assets (135,489) (27,416)
Increase (decrease) in accounts payable and accrued expenses 181,101 4,604
----------- ---------
Net cash used in operations (522,273) (201,561)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Due from broker -- 700,000
Purchase of property and equipment (143,977) (18,177)
Investment in NYRR -- (111)
Advance to Affiliate-Turkey (200,000) --
----------- ---------
Net cash provided by (used in) investing activities (343,977) 681,712
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 1,097,125 --
Proceeds from sale of preferred stock 500,000 --
Proceeds from issuance of convertible notes -- (133)
Increase in notes payable (575,000) 53,155
----------- ---------
Net cash provided by financing activities 1,022,125 53,022
----------- ---------
INCREASE IN CASH for the period (Note 8) 155,875 533,173
CASH, beginning of period 20,948 13,353
----------- ---------
CASH, end of period $ 176,823 $ 546,526
=========== =========
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In management's opinion, the information and amounts furnished in this report
reflect all adjustments which are necessary for the fair presentation of the
financial position and results of operations for the period presented. All
accruals are of a normal and recurring nature. These financial statements should
be read in conjunctions with the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.
NATURE OF BUSINESS
The Company intends to provide communications and information technology
services with an emphasis on wideband fiber optic and wireless
telecommunications services that support enterprise data storage solutions,
primary for customers in southern United States.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All material intercompany accounts and
transactions are eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Estimates also affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain estimates used by management are particularly susceptible to significant
changes in the economic environment. These include estimates of the realization
of long-lived assets and deferred tax assets. Each of these estimates, as well
as the related amounts reported in the financial statements, are sensitive to
near term changes in the factors used to determine them. A significant change in
any one of those factors could result in the determination of amounts different
from those reported in the consolidated financial statements and the effect of
such differences could be material.
INVESTMENTS
Investments are classified as available-for-sale and are reported at estimated
market value, with unrealized gains and losses, net of taxes, reported as a
separate component of stockholders' equity.
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Realized gains and losses, and declines in value judged to be other than
temporary, are included in other income. The cost of securities sold is based on
the specific identification method and interest earned is included in other
income.
REVENUE RECOGNITION
Revenue is recognized when services are rendered.
TAXES ON INCOME
Income taxes are calculated using the liability method specified by Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"). Under SFAS 109, the Company provides for estimated income taxes payable
or refundable on current year income tax returns as well as the estimated future
tax effects attributable to temporary differences and carryforwards. Measurement
of deferred income taxes is based upon enacted tax laws and tax rates, with the
measurement of deferred income tax assets reduced by estimated amounts of tax
benefits not likely to be realized.
EARNINGS PER SHARE
Basic and diluted loss per share of common stock have been computed based upon
the weighted average number of shares outstanding during the quarter ending
September 30, 2000 and, after giving effect to the merger stock split, the
quarter ending September 30, 1999. Common stock equivalents consisting of stock
options, convertible notes and warrants were not considered in either period, as
their effect would be anti-dilutive.
The following details the Company's common stock equivalents (in post-merger
shares):
<TABLE>
<CAPTION>
QUARTER ENDING QUARTER ENDING
SEPT. 30, 2000 SEPT. 30, 1999
-------------- --------------
<S> <C> <C>
Stock options 14,611,178 11,659,966
Convertible notes -- 1,903,130
Warrants -- 80,000
Convertible Preferred stock 400,000 23,318,779
---------- ----------
15,011,178 36,961,875
========== ==========
</TABLE>
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed when
incurred. Depreciation is computed over the estimated useful lives of
depreciable assets using the straight-line method. Useful lives for property and
equipment are as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Conduit and optic fiber 25
Communications equipment and wireless towers 3-10
Computers 5
Other Equipment 3-10
Leasehold improvements Term of lease
</TABLE>
The carrying values of long-lived assets are periodically reviewed by the
Company and impairments would be recognized if the expected future operating
non-discounted cash flows derived from an asset were less than its carrying
value.
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FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments, consisting of cash
and cash equivalents, notes and accounts receivable, accounts payable and
payable to director approximate their respective fair values.
BUSINESS LINES
Fiber Optic and Broadband Wireless Network: The Company is building a fiber
optic and broadband wireless communications network, which will allow for the
high-speed transmission of large amounts of data. It is expected that
businesses, government agencies and institutions will use the Company network as
a preferred alternative to existing telephone and satellite data transmission
systems.
Internet Access: As of September 30, 2000 the Company provides Internet service
in Mississippi, Tennessee and Alabama. Internet services provided by the Company
include basic dial-up access to the Internet through standard computer modems,
high speed Internet access, and the design and hosting of websites for
customers.
Remote Data Storage: During fiscal 2000 the Company took delivery of equipment
that will allow third parties to store and access data stored in digital form on
computer systems maintained and operated by the Company in its facility in Iuka,
Mississippi. As of September 30, 2000, the Company did not have any agreements
with any third parties regarding the storage of computer data.
Telecommunication Projects and Consulting: The Company plans to assist
corporations, government agencies and institutions in the design and
installation of their own internal telecommunications networks. The Company
plans to use state-of-the-art technology, which will enable its clients to
transfer and receive large amounts of data at high speed between both internal
and external sources.
At present, the Company operates in one segment, paging and internet access to
consumers and small businesses.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (I) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.
SFAS 133 is effective for the financial statements for periods beginning after
June 15, 2000. Historically, the Company has not entered into derivatives
contracts either to hedge existing risk or for speculative purposes.
Accordingly, the Company does not expect adoption of the new standard on July 1,
2000 to have a material effect its financial statements.
The Financial Accounting Standards Board issued Interpretation
("Interpretation") No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an Interpretation of APB Opinion No. 25" which is effective July
1, 2000. Interpretation No. 44 clarifies (a) the definition of employee for
purposes of
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applying Opinion 25, (b) the criteria for determining whether a stock
compensation plan qualifies as a noncompensatory plan, (c) the accounting
consequence of various modifications to the terms of a previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination. Adoption of the provisions of the
Interpretation has not had a significant impact on our financial statements.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101, --
Revenue Recognition, which outlines the basic criteria that must be met to
recognize revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial statements filed
with the Securities and Exchange Commission. We believe that adopting the
provisions of SAB No. 101 will not have a material impact on our financial
position or results of operations.
In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities ("SFAS 140"). SFAS 140 revises the standards for accounting for
Securitizations and other transfers of financial assets and collateral and is
effective for fiscal years ending December 15, 2000. We believe that adopting
SFAS 140 will not have a material impact on our financial position or results of
operations.
3. INVESTMENTS:
The Company's investments are classified as available-for-sale. The amortized
cost, gross unrealized gains (losses) and estimated fair value, less the option
price of $.12 per share, for these investments were as follows at September 30,
2000 and June 30, 2000:
<TABLE>
<CAPTION>
Gross
Cost Unrealized Estimated
September 30, 2000 Basis Gains (Losses) Fair Value
---------------------------------------------------------------------------------
<S> <C> <C> <C>
New York Regional
Rail Corporation
Stock Options $ 250,000 $(190,000) $ 60,000
June 30, 2000
New York Regional
Rail Corporation
Stock Options $ 250,000 $(160,000) $ 90,000
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT:
In March 2000, the Company acquired 504 miles of fiber optic conduit for $15.12
million from Qwest. The purchase price was to be paid over a 12 month period
ending March 31, 2001 and, accordingly, imputed interest of $723,109 was
recorded as a discount which is being amortized as an interest charge over the
term of the payable. For the quarterly period ending September 30, 2000 the
interest charge associated with this payable was $182,263. The Company currently
is past due in its payments on this obligation by approximately $9,000,000 and
is actively negotiating with the vendor for modifications to the repayment
terms.
On August 15, 2000, the Company entered into an agreement with a third-party
contractor to lay fiber optic conduit between Atlanta, Georgia and Chattanooga,
Tennessee and from Chattanooga to Memphis, Tennessee. The agreement calls for
payments of approximately $29 million over the course of the agreement,
approximately $2.9 million of which was due on October 15, 2000 with the balance
due in specified installments as the conduit is installed. The Company has not
made any payments due under this agreement.
5. ADVANCES TO AFFILIATES
In July, the Company advanced $200,000 to Global Fiber Optic and Wireless
Communications, Ltd. ("Global") in anticipation of developing a joint venture to
develop internet and information technology services for Turkey. The Company and
Global plan to each have a fifty percent interest in any joint venture formed.
The Company will be required to provide electronic and communications
technologies, while Global will provide rights-of-way and other real estate as
needed in Turkey.
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6. OTHER ASSETS
Other assets consist of the following items as of:
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
2000 2000
-------- --------
<S> <C> <C>
FCC License, net of amortization of
$20,556 and $14,389, respectively $349,444 $355,611
Prepaid expenses 164,582 29,093
Deferred income tax asset 61,790 61,790
-------- --------
Total $575,816 $446,494
======== ========
</TABLE>
7. MINORITY INTEREST IN NET ASSETS OF SUBSIDIARY
In July 2000, the Company acquired 12 miles of right-of-way from the Tishomingo
Railroad, a company owned by the son of the President of NADC, for an
acquisition price consisting of a two percent ownership interest in North
American InfoTech, LLC ("NAIT"), a subsidiary of the Company valued at
$2,000,000. Management believes that the acquisition was fair, equitable and in
accordance with current market values. NAIT had no significant operations during
the quarter ended September 30, 2000.
8. STOCKHOLDERS' EQUITY:
In May 2000, the Board authorized 500,000 shares of Series B Preferred Stock. In
June 2000, the Company authorized the sale of up to 5,000 shares of Series B
convertible preferred stock for $1,000 per share to a principal shareholder.
Each share is convertible into 500 shares of Rule 144 restricted common stock of
the Company. Each share carries a $60 dividend payable in July annually with
these dividends accumulating if not paid and has a right upon liquidation to be
redeemed before any common shareholders. If dividends are not current the
holders will have 500 voting rights for each share held. There are no redemption
rights for retiring this issue. In September 2000, the Company sold 500 shares
of Series B Preferred Stock to a principal shareholder for $500,000.
In July 2000, $10,000 of stock options were exercised for 11,542 shares of
common stock.
In July 2000, the Company awarded 1,000 shares of its common stock to three
individuals for non-cash prize from a logo contest held for local-area students.
In August 2000, the Company sold 317,500 shares of common stock to an investor
for $635,000.
In August 2000, $10,000 of stock options were exercised for 115,423 shares of
common stock.
In September 2000, the Company sold 150,000 shares of its common stock to a
group of investors for $442,125.
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9. SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
<TABLE>
<S> <C>
Acquisition of 12 miles of right-of-way access for two percent
minority interest in North American InfoTech, LLC (Note 7) $2,000,000
==========
</TABLE>
10. SUBSEQUENT EVENTS:
In October and November 2000, the Company issued 9,614 shares of common stock to
a group of investors pursuant to the terms of an agreement previously entered
into by the Company and such investors. No additional consideration was paid to
the Company for such shares.
During October 2000, the Company issued 30,000 shares of common stock to an
investor for costs associated with a previous sale of securities to such
investor. Also, in October 2000, the Company issued 3,000 shares of common stock
valued at $8,850 for a placement fee arising from previous sale of common stock
by the Company.
11. LIQUIDITY:
The accompanying financial statements have been prepared on a going concern
basis, which contemplates continuity of operations and realization of assets and
satisfaction of liabilities in the normal course of business. At September 30,
2000, the Company has negative working capital with obligations totaling
$15,240,123 due within one year of which approximately $9,000,000 is past due
(Note 6). In addition, losses totaling $2,971,947 have been generated since
inception. These matters raise substantial doubt about the company's ability to
continue on as a going concern. The continuation of the Company as a going
concern is dependent upon the Company raising additional capital, and attaining
and maintaining profitable operations. The Company has identified potential
sources of capital and potential joint venture and/or strategic partners and
believes that they will be able to secure the necessary capital to put their
business plan into operation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
The following is management's discussion and analysis of certain
significant factors that have affected the Company's financial condition and
results of operations during the periods included in the accompanying unaudited
balance sheets and statements of operations.
OVERVIEW
The Company was organized in September 1998 as North American Software
Associates, Limited, a Delaware corporation. The Company was organized to
provide a variety of telecommunications services. On April 1, 1999, the Company
acquired all of the assets of Freedom 2000, a local Internet service provider,
in exchange for 577,123 shares of restricted common stock of the Company. On
December 3, 1999, the Company acquired all of the common stock of Action
Communications, Inc. ("Action"), a provider of digital and alpha numeric paging
services, in exchange for 1,731,339 shares of restricted common stock of the
Company. The Action transaction has been treated for accounting purposes as a
purchase of assets and liabilities, and revenues and expenses of Action prior to
December 3, 1999 have not been consolidated. Effective December 21, 1999, North
American Software
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Associates, Limited ("NAS") was acquired by Pierce International, Inc. in a
share exchange transaction and in March 2000 the Company changed its name to
North American DataCom, Inc. The transaction with Pierce International, Inc. has
been accounted for as a reverse acquisition since the former shareholders of NAS
owned controlling interest in the Company immediately following the transaction
and management of Pierce International, Inc. was replaced by management of NAS.
The Company intends to provide broad-based communications and
information technology services with an emphasis on wideband fiber optic and
wireless telecommunications services that support enterprise data storage
solutions. These services are intended to include Internet access services,
on-line critical data storage and retrieval, and data and voice networking.
Currently the Company only provides Internet access services and digital and
alpha numeric paging services. All of the Company's historical revenues have
been derived from these services.
RESULTS OF OPERATIONS:
The Company acquired Freedom 2000, its Internet service provider, in
April 1999. Because the Company only acquired Action Communications, Inc., its
digital and alpha numeric paging provider, in December 1999, none of the
revenues and expenses from this activity is reflected in the Company's results
of operations for the quarter ended September 30, 1999. As a result, management
does not believe that the Company's results of operation for the quarter ended
September 30, 1999 are directly comparable to results of operation for the
quarter ended September 30, 2000 and are not indicative of possible results in
the future.
The Company's historical net service revenues consist primarily of
monthly fees from customers subscribing to the Company's Internet service
provider services or the Company's digital and alphanumeric paging services. Net
service revenues increased to $69,432 in quarter ended September 30, 2000 from
$23,995 for the quarter ended September 30, 1999, an increase of approximately
189%. This growth in net service revenues was primarily the result of having
operations generating approximately $18,174 of revenues for the paging services
in quarter ended September 30, 2000, as compared with no paging operations for
the same quarterly period in 1999. In addition, the Company provided Internet
access service to approximately 1,246 customers at September 30, 2000 as
compared with only about 434 customers at September 30, 1999.
The Company's cost of services consist primarily of paging airtime,
postage and delivery expenses and allocated overhead costs. Cost of services
increased to $48,014 for the quarter ended September 30, 2000 from $10,378 for
the quarter ended September 30, 1999. This increase in cost of services was
primarily due to an increase in customers, net services provided, and increasing
cost concerning telecommunications services. Cost of service, as a percent of
net service revenue, increased from 43.3% for the quarter ended September 30,
1999 to 69.2% for the quarter ended September 30, 2000. As a result, gross
profit for the quarter ended September 30, 2000 was $21,418, as compared with
$13,617 for the quarter ended September 30, 1999.
The Company incurred selling, general and administrative expenses of
approximately $715,864 for the quarter ended September 30, 2000 compared with
$197,179 for the quarter ended September 30, 1999, an increase of approximately
263%. These expenses consisted primarily of telephone expenses, insurance
expenses, payroll expenses, legal and professional services and rent expense.
This increase in selling, general and administrative expenses was primarily the
result of having a full period of operations for paging services in during the
quarter ending September 30, 2000, as
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compared with no paging services operations for the quarter ended September 30,
1999. In addition, the Company experienced an increase of its number of
employees to 28 employees at September 30, 2000 as compared to 11 employees at
September 30, 1999. Approximately $131,813 of general and administrative expense
for the quarter ended September 30, 2000 was incurred by the Company in order to
pursue its broadband telecommunications network and enterprise data center
business plans.
The Company incurred approximately $174,640 in other expense for the
quarter ended September 30, 2000 as compared with $3,823 of other income for the
quarter ended September 30, 1999. Other income (expense) was primarily
associated with investment income, interest expense and various miscellaneous
expenses. Imputed interest of approximately $182,263 was recorded in the quarter
ended September 30, 2000 relating to a contract to acquire rights-of-way and
fiber conduit which provided for payments over a period of months without stated
interest.
Liquidity:
The Company's primary liquidity and capital needs consist of funding
cash flow losses from operations, constructing and equipping the Company's
enterprise data center and constructing the Company's fiber optic and broadband
wireless telecommunications network. For the quarter ended September 30, 2000,
the Company used approximately $522,273 of net cash in operations. For the
quarter ended September 30, 2000, the Company used approximately $143,977 in
investing activities for the purchase of property and equipment and advanced
funds of $200,000 in connection with its proposed Turkish venture.
Approximately $1,597,125 in funds were provided from financing activities
for the quarter ended September 30, 2000, principally consisting of proceeds
from selling equity securities. $575,000 of a note payable was paid off in the
quarter.
Management expects that the Company will require approximately
$150,000,000 in capital over the next twelve months to fund the following
anticipated needs. Estimated expenditures include, but are not limited to,
approximately $81,000,000 to acquire network rights-of-way, installation of
conduit and fiber optic cable, $28,000,000 for optical electronics and software,
$10,000,000 for operation support systems and network operation center software,
$9,500,000 for Tier IV enterprise data center infrastructure upgrade and
improvements, $11,000,000 in working capital and approximately $10,500,000 for
financing costs. Actual costs may vary from management's current expectations.
In March 2000, the Company entered into an agreement with Qwest
Communications to purchase approximately 500 miles of fiber conduit from New
Orleans to Mobile, Alabama and from Pensacola, Florida to Jacksonville, Florida.
The total purchase price under this agreement is approximately $15,120,000.
Payments totaling approximately $9,000,000 are currently due or past due under
the agreement. Payments are due quarterly through March 31, 2001. The Company
has not made any of the payments due under this agreement, but no default has
been declared.
In August 2000, the Company also entered into an agreement with a third
party to lay fiber conduit from Atlanta, Georgia to Chattanooga, Tennessee and
from Chattanooga to Memphis, Tennessee. The total cost of this project under the
agreements that the Company has already executed is approximately $29,000,000.
10% of this cost was due October 15, 2000, with the remainder due as segments of
the project are completed. The Company has not made any of the payments due
under this agreement.
The Company plans to fund its liquidity and capital needs through joint
venture arrangements with strategic business partners, vendor financing and the
issuance of equity and debt securities. The Company is proceeding with
discussions with strategic partners, but has no commitments to provide financing
as of the date of this report.
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In order to pay certain accounts payable and for use for working
capital, in September 2000, Robert Crawford, the Company's president, director
and principal shareholder purchased from the Company 500 shares of Series B
cumulative convertible preferred for a purchase price of $1,000 per share. Each
share of the Series B cumulative convertible preferred stock is convertible into
500 shares of common stock commencing July 1, 2001, and is entitled to an annual
dividend of $60.
In order to pay certain accounts payable and for use for working
capital, in July 2000 the Company agreed to sell 317,500 shares of common stock
for a total purchase price of $635,000. In August 2000, the Company closed the
placement of these shares, and the Board of Directors authorized the issuance of
the 317,500 shares of common stock to satisfy the agreement. The Company further
agreed to use its best efforts to register the resale of such shares with the
SEC prior to February 2001.
In September 2000, the Company closed the private placement of 150,000
shares of common stock for a total purchase price of approximately $442,125. The
Company agreed to pay certain fees associated with the placement through the
issuance of an additional 3,000 shares of restricted common stock and the
payment of $13,700 in cash. The terms of the transaction provide that the
Company shall file a registration statement with SEC for the resale of the
150,000 shares by October 5, 2000. For each fifteen day period following October
5, 2000 in which the registration statement is not filed with the SEC, the
Company is required to make a payment to the private investor equal to $8,842
payable in cash or common stock based upon the closing OTC bid price of the
shares of Company's common stock as of the end of each fifteen day period. In
addition, if the registration statement is not declared effective by the SEC by
February 2, 2001, the Company is required to make a payment to the private
investor equal to $44,212 payable in cash or common stock based upon the closing
OTC bid price of the shares of the Company's common stock as of such date.
The Company's liquidity and capital needs are substantial and the
Company has no present commitments to fund those needs. As reflected in the
Company's financial statements for fiscal year ended June 30, 2000 filed with
the Company's Annual Report on Form 10-K, the accountant's opinion includes a
going concern qualification. As stated in note 11 to the unaudited financial
statements, as of September 30, 2000, the Company has negative working capital
with obligations totaling $15,240,123 due within one year of which approximately
$9,000,000 is past due. In addition, the Company has sustained losses totaling
$2,971,947 since inception. The inability of the Company to secure additional
capital and financing and the inability of the Company to attain and maintain
profitable operations would have a material adverse effect on whether the
Company would be successful in implementing its proposed business plan and
continue as a going concern.
RISKS AFFECTING FUTURE RESULTS:
A number of risk factors exist that may impair or prevent the Company
from accomplishing its proposed business plan in some or all respects. Those
risk factors include the following matters among others:
The Company is a Start Up with Historical Losses. Substantially all of
the Company's historical revenues have been derived from its Internet access
provider services and its digital and alpha paging services. The Company has no
customers or revenues from its fiber optic and wireless broadband network that
it is developing or its enterprise data storage facility that it is
constructing. The Company has experienced operating losses in each fiscal
quarter since it was founded and will likely continue to experience such losses.
Because the Company's
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operating history is extremely limited, and the Company has not actually
commenced operations on its fiber optic and wireless broadband network or its
enterprise data storage facility, it is difficult to evaluate the Company's
business operations and prospects.
The Company Needs Substantial Additional Capital-Insolvency. The
Company's present operations do not provide sufficient cash flow to pay its
debts as they become due. The Company had negative working capital of
approximately $15,000,000 at September 30, 2000 and expects it will need to
obtain additional capital of approximately $150,000,000 to finance its operating
and capital needs over the next twelve months. See "Liquidity." The failure of
the Company to obtain additional capital will significantly restrict the
Company's proposed operations and may make it impossible for the Company to
pursue its proposed business plan.
Default on Certain Obligations. In March 2000, the Company entered into
an agreement with Qwest Communications to purchase 500 miles of fiber conduit
from New Orleans to Mobile, Alabama and from Pensacola, Florida to Jacksonville,
Florida. The total purchase price under this agreement is approximately
$15,000,000. Payments totaling approximately $9,000,000 are currently due or
past due under the agreement. The Company has not made any of the payments due
under this agreement, but no default has been declared. The Company's
obligations under this agreement are personally guaranteed by the Company's
president. The Company has also entered into a contract to lay fiber conduit
between Atlanta and Memphis, through Chattanooga, at a total cost of
approximately $29,000,000, of which 10% was due on October 15, 2000. The Company
has not made the payments due under this contract.
The Company Leases its Facilities. The Company's primary facility in
Iuka, Mississippi is leased by the Company from the Mississippi Department of
Economic and Community Development. This facility is critical to the Company's
proposed business plan because it already contains many of the features
necessary to establish an enterprise data storage facility. Under the Company's
current lease agreement the lessor has the right to terminate the lease on
ninety days prior written notice, regardless of whether the Company has
defaulted under the lease. Termination of the lease by the lessor, especially
after the Company has invested considerable time and funds to developing the
facility as an enterprise data storage facility, would cause material damage to
the Company and its proposed business plans.
The Company Experiences General Risks Associated with Business. The
future success of the Company is heavily dependent on its ability to develop,
promote and sustain strong government relationships, reach agreements with
certain third parties necessary for the telecommunications needs of its
operations and attract and retain customers at suitable prices. The Company's
business involves competition with existing companies. There can be no assurance
that the business of the Company will ever be profitable.
The Company will Likely Experience Customer Concentration. Until and
unless the Company secures multiple customer relationships, it is likely that
the Company will experience periods during which it will be highly dependent on
one or a limited number of customers. Dependence on a single or a few customers
will make it difficult to satisfactorily negotiate attractive prices for the
Company's services and will expose the Company to the risk of substantial losses
if a single dominant customer stops conducting business with the Company.
The Company Must Comply with Telecommunications Regulations. Most of
the Company's proposed business services and products are subject to regulation
at the federal and state levels. These regulations are in some cases uncertain
and are often undergoing change. The failure of the Company to comply with these
regulations could have a materially adverse effect on the Company.
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The Company Must Comply with Environmental Regulations. The Company's
intended operations, especially the construction and operation of a fiber optic
network, are subject to various federal, state and local laws and regulations
relating to the protection of the environment. These environmental laws and
regulations, which have become increasingly stringent, are implemented
principally by the Environmental Protection Agency and comparable state
agencies, and govern the management of hazardous wastes, the discharge of
pollutants into the air and into surface and underground waters, and the
manufacture and disposal of certain substances. There are no material
environmental claims currently pending or, to the Company's knowledge,
threatened against the Company. In addition, the Company believes that its
operations are in material compliance with current laws and regulations. The
Company estimates that any expenses incurred in maintaining compliance with
current laws and regulations will not have a material effect on the Company's
earnings or capital expenditures. However, there can be no assurance that
current regulatory requirements will not change, that currently unforeseen
environmental incidents will not occur, or that past non-compliance with
environmental laws will not be discovered on the Company's properties.
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The Company's Operating Results are Likely to Fluctuate Widely. The
Company expects that its operating results for the foreseeable future are likely
to fluctuate widely from quarter to quarter and from year to year. This is
especially true while the Company is building its fiber optic and wireless
broadband network. Fluctuation of results may occur due to a variety of factors
including, demand for and market acceptance of the Company's products and
services, reliability of service and network availability, the ability to
increase bandwidth as necessary, customer retention, capacity utilization of the
Company's enterprise data storage facility, the timing of customer needs, the
timing and magnitude of capital expenditures, changes in pricing policies or
practices of competitors, and changes in governmental regulations.
The Company will Face Significant Competition. The Company's market is
intensely competitive. There can be no assurance that the Company will have the
resources to compete successfully in the future. Current and potential
competitors include national, foreign and regional internet service providers,
global, regional and local telecommunications companies and the Regional Bell
Operating Companies, providers of server hosting and data storage services, and
other technology services and products companies. Most of these competitors will
have substantially greater resources than the Company.
The Company is Entering a New Market. The market for Internet system
and network management solutions has only recently begun to develop, is evolving
rapidly and is characterized by an increasing number of market entrants. This
market may not prove to be viable or, if it becomes viable, may not continue to
grow. The Company currently incurs costs in excess of its revenues. If the
Company cannot attract and retain a customer base, it will not be able to
increase its sales and revenues nor create economies of scale to offset its
fixed and operating costs.
The Company Must be able to Manage Growth. In order for the Company to
accomplish its proposed business plan, it must experience rapid growth in
building its enterprise data storage facilities and network infrastructure,
expand its service offering, expand its geographical coverage, expand its
customer base and increase the number of employees. This growth is expected to
place a significant strain on the Company's financial, management, operational
and other resources, including its ability to ensure customer satisfaction. This
expansion will require significant time commitments from senior management and
involve the efficient management of multiple relationships with a growing number
of third parties. The Company's ability to manage its growth effectively will
require the Company to continue to expand operating and financial procedures and
controls, to upgrade operational, financial and management information systems
and to attract, train, motivate and retain key employees. The ability to
attract, hire and retain qualified employees in today's competitive employment
market is another significant challenge which the Company faces. If the
Company's executives are unable to manage growth effectively, the Company's
business could be materially adversely affected.
System Failures Could Lead to Significant Costs. The Company must
protect its network infrastructure and equipment against damage from human
error, physical or electronic security breaches, power loss and other facility
failures, fire, earthquake, flood, telecommunications failure, sabotage,
vandalism and similar events. Despite precautions the Company has taken, a
natural disaster or other unanticipated problems at the Company's facilities
could result in interruptions in services or significant damage to customer
equipment or data. Any damage to or failure of the Company's systems or service
providers could result in reductions in, or terminations of, services supplied
to the Company's customers, which could have a material adverse effect on the
Company's business.
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The Company will Depend on Network Interconnections with Third Parties.
The Company will rely, in part, on a number of public and private network
interconnections to allow its customers to connect to other networks. If the
networks with which the Company interconnects were to discontinue their
interconnections, the Company's ability to exchange traffic would be
significantly constrained. Furthermore, the Company's business could be harmed
if these networks do not add more bandwidth to accommodate increased traffic.
Some of these networks will likely require the payment of fees for the right to
maintain interconnections. There usually is nothing to prevent any networks from
increasing fees or denying access. In such cases, the Company's ability to
pursue the proposed business plan could be materially adversely affected.
Some of the Company's Business may be Subject to International Risks.
The Company is pursuing international business opportunities, especially with
respect to the Country of Turkey. Risks inherent in international operations
include unexpected changes in regulatory requirements, export restrictions,
tariffs and other trade barriers; challenges in staffing and managing foreign
operations; differences in technology standards; employment laws and practices
in foreign countries; longer payment cycles and problems in collecting accounts
receivable; political instability; changes in currency exchange rates and
imposition of currency exchange controls and potentially adverse tax
consequences.
SAFE HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q and other reports and statements
issued on behalf of the Company may include forward-looking statements in
reliance on the safe harbor provided by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include the use of forward-looking words
such as "plans," "estimates," "believes," "expects," "may," "will," "should,"
"anticipates" and "proposes" and the negative or other variations of such terms
or comparable terminology, or by discussion of strategy or business plans that
involve risks and uncertainties. These forward-looking statements are subject to
substantial risks and uncertainties, including those discussed above, and actual
results may differ materially from those contained in any such forward-looking
statement. The Company undertakes no obligation to update or revise any such
forward-looking statements to reflect subsequent events or circumstances.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company has not entered into any transaction using derivative
financial instruments and believes that its exposure to market risk associated
with other financial instruments is not material. The Company's cash equivalents
are maintained primarily in money market risks maturing in less than three
months. Accordingly, the Company does not believe that it has any significant
exposure to interest rate risk. The Company currently operates only in the
United States and all sales are made in U.S. dollars. Accordingly, the Company
does not have any material exposure to foreign currency rate fluctuations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any lawsuits.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In July 2000, holders of stock options exercised the options and
acquired 11,542 shares of common stock at an aggregate exercise price of
$10,000.
In July 2000, the Company awarded 1,000 shares of its common stock to
three individuals as a non-cash prize in connection with a logo contest held for
local area students.
In August 2000, holders of stock options exercised the options and
acquired 115,423 shares of common stock at an aggregate exercise price of
$10,000.
In September 2000, the Company sold 500 shares of Series B cumulative
convertible preferred stock to the Company's president, director and principal
shareholder for a purchase price of $1,000 per share. Each share of the Series B
cumulative convertible preferred stock is convertible into 500 shares of common
stock commencing July 1, 2001, and is entitled to an annual dividend of $60.
In August 2000 the Company sold 317,500 shares of common stock for a
total purchase price of $635,000 to a private investor.
In September 2000, the Company closed the private placement of 150,000
shares of common stock for a total purchase price of approximately $442,125. The
Company agreed to pay certain fees associated with the placement through the
issuance of an additional 3,000 shares of restricted common stock and the
payment of $13,700 in cash. The terms of the transaction provide that the
Company shall file a registration statement with SEC for the resale of the
150,000 shares by October 5, 2000. For each fifteen day period following October
5, 2000 in which the registration statement is not filed with the SEC, the
Company is required to make a payment to the private investor equal to $8,842
payable in cash or common stock based upon the closing OTC bid price of the
shares of Company's common stock as of the end of each fifteen day period. As of
November 17, 2000, the Company had not yet filed a registration statement for
the resale of such shares, and an additional 9,614 shares of common stock have
been issued to such private investors. In addition, if the registration
statement is not declared effective by the SEC by February 2, 2001, the Company
is required to make a payment to the private investor equal to $44,212 payable
in cash or common stock based upon the closing OTC bid price of the shares of
the Company's common stock as of such date.
The sales and issuances of securities in the transactions described
above were deemed by the Company to be exempt from registration under the
Securities Act of 1933 in reliance upon Section 4(2) of the Securities Act,
Regulation D
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promulgated thereunder, Rule 701 promulgated thereunder and, in the case of the
issuance of common stock as a prize in a logo contest, on the basis that no
"sale" as defined in the Securities Act occurred.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS
No shareholders meetings were held during the Company's first quarter
ended September 30, 2000.
ITEM 5. OTHER INFORMATION. Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Index to Exhibits:
10.1 Right of First Refusal Agreement effective August 1,
2000 between the State of Mississippi and the
Company, incorporated herein by reference to Exhibit
10.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2000.
10.2 Fiber Optic Conduit Agreement dated August 15, 2000
between Thoroughbred Technology and
Telecommunications, Inc. and North American Infotech,
LLC, incorporated herein by reference to Exhibit 10.3
to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.
10.3 Right of Way Entry Agreement dated August 15, 2000
among Norfolk Southern Railway Company, Inc and North
American Infotech, LLC., incorporated herein by
reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 2000.
10.4 Right of Way Sublease Agreement dated July 6, 2000
between Tishomingo Railroad Company, Inc. and North
American Infotech, LLC, incorporated herein by
reference to Exhibit 10.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 2000.
27 Financial Date Schedule (for SEC use only)
Current Reports on Form 8-K:
No current reports on Form 8-K were filed by the Company during the
quarter ended September 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTH AMERICAN DATACOM, INC.
(Registrant)
DATE: November 20, 2000
/s/ Robert R. Crawford
--------------------------------------------
Robert R. Crawford
President
Chief Executive Officer
/s/ David A. Cray
--------------------------------------------
David A. Cray, Vice President
Corporate Treasurer
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