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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to
Commission file number 0-4410
TELECOMM INDUSTRIES CORP.
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(Name of Small Business Issuer as Specified in Its Charter)
Delaware 34-1765902
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(State of Incorporation) (I.R.S. Employer Identification No.)
1743 Quincy Ave. Naperville, Illinois 60540
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(Address of Principal Executive Offices) (Zip Code)
(630) 369-7111
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,
$0.01 PAR VALUE
Check whether the issuer: (1) 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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definite proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
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State issuer's revenues for its most recent fiscal year. $17,051,339
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.).
Common Stock, $0.01 par value: $11,384,268 (as of March 31, 1998)
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, $0.01 par value: 12,650,746 (as of March 31, 1998)
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Transitional Small Business Disclosure Format (check one): Yes No X
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The section captioned "Executive Officers" in Item 1 of the Telecomm
Industries Corp. Annual Report on Form 10-KSB is hereby amended and supplemented
as follows:
EXECUTIVE OFFICERS.
The current officers of Telecomm are listed below. Each has been duly
appointed to serve in the capacity set forth opposite their respective name.
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<CAPTION>
Positions With
Name Age Date Service Commenced Registrant
---- --- ---------------------- ----------
<S> <C> <C> <C>
James M. Lowery 49 February 1997 Chairman of the Board and
Chief Executive Officer
Eric Getzin 38 August 1997 Chief Financial Officer
Rita Koridek 42 February 1997 Director and Regional
Vice-President
Paul J. Satterthwaite 43 August 1997 Director, Vice-President
of Mergers and
Acquisitions and
Secretary
Paul Stoyanoff 40 February 1997 Director and Regional
Vice-President
Michael J. Toth 54 July 1994 Director and Regional
Vice-President
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JAMES M. LOWERY. Mr. Lowery became Chairman of the Board and Chief
Executive Officer of the Company in February 1997 and was President of Seraphim
from August 1992 until it was merged into the Company in January 1996. Prior
to that time, he was employed by Ameritech as Director of Channel Management
for the authorized distributors in Ameritech's marketing area.
ERIC GETZIN. Mr. Getzin, a certified public accountant, has served as the
Chief Financial Officer of Telecomm since August 1997. From January 1997 to
August 1997, Mr. Getzin served as the Chief Financial Officer of Unitel. Prior
to January 1997, he provided part-time financial officer services to a variety
of companies through Alternative Financial Services, a consulting company that
he founded in April 1991.
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RITA KORIDEK. Ms. Koridek has served as a Director of the Company since
February 1997 and as a Regional Vice-President since January 1996. From January
1995 to January 1996, she was a partner in Seraphim and from January 1995 to
January 1997 she owned and managed St. James Sales and Consulting Group, an
Ameritech pay phone distributorship in Illinois. From December 1993 to January
1995, Ms. Koridek served as a Vice President of Ameritech.
PAUL SATTERTHWAITE. Mr. Satterthwaite has served as a Director and as
Vice-President of Mergers and Acquisitions of the Company since August 1997.
For more than five years prior to that time, he served as President and Chief
Executive Officer of Unitel until it was acquired by the Company in August
1997.
PAUL STOYANOFF. Mr. Stoyanoff has served as a Director and Regional
Vice-President of the Company since February 1997. From October 1994 to
February 1997, he served as the Managing Vice President of AND, which was
acquired by the Company in September 1995. From October 1990 to October
1994, Mr. Stoyanoff served as a Regional Sales Manager for Tone Commander
Systems of Redmond, Washington.
MICHAEL J. TOTH. Mr. Toth served as the Chairman of the Company from July
1995 to February 1997, and as a Director since July 1994. In addition, Mr. Toth
has served as a Regional Vice-President of the Company since February 1997. He
has also been President and a Director of Teleco since its inception. Mr.
Toth has been for more than the past five years the President, a Director and
controlling shareholder of Associate Security, Inc., from which Teleco
acquired its operating assets in April 1994.
On July 2, 1997, while Paul Satterthwaite and Eric Getzin were officers of
Unitel, prior to its acquisition by Telecomm, an involuntary petition was filed
under Chapter 7 of the Bankruptcy Code against Unitel. The petition was
dismissed on July 29, 1997 after a settlement was reached with Unitel's
creditors.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TELECOMM INDUSTRIES CORP.
By: /s/ James M. Lowery
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James M. Lowery, Chairman
And: /s/ Eric Getzin
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Eric Getzin, Chief Financial
and Accounting Officer
Date: April 30, 1998
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Michael J. Toth Director and April 30, 1998
- -------------------------- Vice President
Michael J. Toth
/s/ Rita Koridek Director and April 30, 1998
- -------------------------- Vice President
Rita Koridek
/s/ James M. Lowery Director and April 30, 1998
- -------------------------- Chairman
James M. Lowery
/s/ Paul Stoyanoff Director and Vice President April 30, 1998
- --------------------------
Paul Stoyanoff
/s/ Steven W. Smith Director April 30, 1998
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Steven W. Smith
/s/ Raymond W. Sheets, Jr. Director April 30, 1998
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Raymond W. Sheets, Jr.
/s/ Paul Satterthwaite Secretary, Director April 30, 1998
- -------------------------- and Vice President
Paul Satterthwaite
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