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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(MARK ONE)
X Quarterly Report under Section 13 or 15(d) of the Securities Exchange
----- Act of 1934
For the quarterly period ended March 31, 2000
Transition report under Section 13 or 15(d) of the Securities Exchange
----- Act of 1934
For the transition period from _______________________ to ______________________
Commission File No. 033-38119-C
Voice and Wireless Corporation
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(Exact name of small business issuer as specified in its charter)
Minnesota 41-1610632
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 654, 600 South Highway 169,
Minneapolis, Minnesota 55426
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (612) 546-2075
Kensington International Holding Corporation
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(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
8,527,230 shares of Common Stock at July 31, 2000.
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This amendment contains changes to Part I, Item 2, and Part II, Item 2
of the Report on Form 10-QSB for the quarter ended March 31, 2000, originally
filed May 15, 2000.
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Operations
The Company is comprised of three wholly owned subsidiaries: Ives
Design, Inc. (Ives), Bluegrass Management and Operating Company (Bluegrass) and
Kensington American Gas Drilling #1,LLC (Drilling #1); and three majority owned
corporations: Mail Call, Inc. (Mail Call), I-Med Software, Inc. (I-Med) and
Interchange Medical, Inc. (Interchange).
Ives was acquired in April 1992. Ives manufactures custom display
fixtures and millwork throughout the United States. Ives also supplies
installation services to its' customers.
Mail Call was formed in June 1997 and Kensington acquired interests in
1999 with an additional equity purchase in February 2000. Mail Call is in the
development stage and has yet to generate significant revenues. Mail Call is
engaged in electronic mail retrieval via telephone. Its principal customers are
expected to be located worldwide.
Bluegrass was formerly the wholly-owned subsidiary of American Gas
Corporation (American). During 1998, American was sold and the ownership of
Bluegrass was transferred to the Company. Bluegrass is currently inactive.
Drilling #1, I-Med and Interchange are inactive.
Although revenues were up from the first quarter of 1999, increased
operating expenses, due primarily to the increased ownership in Mail Call caused
the loss for the quarter. Revenues from Ives Design Inc. continued to be strong
but Mail Call revenues lagged behind expectations. The reintroduction of Mail
Call's products has been pushed back to July 2000, which will have a negative
impact on the second and third quarter revenues and losses. The loss incurred
during the quarter included a one-time payment by Mail Call to the former
President of Mail Call of $200k plus additional sales and marketing expenses of
approximately $65k. In February the Company increased its ownership in Mail Call
to over 86% by purchasing the stock from one of the founders. Goodwill in the
amount of $746k was recorded as part of this transaction. The Company will
amortize goodwill over seven years.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During February 2000, the Company completed an additional sale of units
consisting of the Company's common stock and warrants to purchase common stock.
The Company issued 728,750 shares of common stock and received net proceeds of
approximately $580,000. In addition, the Company issued 728,750 warrants to
purchase common stock at $2.50 per share
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that are exercisable for five years. The units were offered through the officers
and directors only to investors who are "accredited" as defined in Regulation D
under the Securities Act of 1933, as amended. The Company also offered the units
through one or more broker-dealers. The broker-dealers were paid a commission of
6% of the placement price of the units sold to existing shareholders of the
Company identified on a submitted shareholder list and 10% of the placement
price of the units sold to other investors. In addition, the broker-dealers
received five-year warrants to purchase 166,850 shares of common stock, at an
exercise price of $1.00 per share. In connection with this offering, the Company
relied upon the exemption from registration provided by Sections 4(2) and 4(6)
of the Securities Act.
During the quarter ended March 31, 2000 the Company completed the
issuance of 1,083,089 shares of common stock to various individuals and entities
that had loaned the Company money, or had provided services to the Company in
the past without compensation. The common stock was issued pursuant to the
conversion of the amounts owed by the Company to common stock at a conversion
rate of 1 share of common stock for each $.11 owed by the Company. In connection
with this sale, the Company relied upon the exemptions from registration
provided by Sections 4(2) and 4(6) of the Securities Act.
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant caused
this Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
VOICE AND WIRELESS CORPORATION
Dated: August 1, 2000 By /s/ Mark Haggerty
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Mark Haggerty
Its Chief Executive Officer
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