UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2002.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________
Commission file number 000-11808
SYMPHONY TELECOM CORP
(Exact name of small business issuer as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
87-0378892
(IRS Employer Identification No.)
41 George Street South, Brampton, Ontario, Canada
(Address of principal executive offices)
(905) 457-4300
(Issuer's telephone number)
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Shares outstanding as of
May _____, 2002: _______________.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SYMPHONY TELECOM CORP.
FINANCIAL STATEMENTS
MARCH 31, 2002 and 2001
(Unaudited)
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
MARCH 31, 2002 and 2001
(Unaudited)
CONTENTS
Page
FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations and Other Comprehensive Income 2
Consolidated Statements of Cash Flows 3
Notes to Financial Statements 4 - 9
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
March 31 June 30
2002 2001
---- ----
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ - $ 115,123
Short-term investments, securing letters of credit - 302,971
Accounts receivable, net of allowance for doubtful
accounts of $23,516 and $178,014 573,768 1,410,436
Note receivable 200,000 200,000
Finished Goods Inventory 102,773 157,094
Income taxes recoverable 2,005 64
Prepaid expenses 1,537 280,339
Deposit 33,333 -
-------------- --------------
TOTAL CURRENT ASSETS 913,416 2,466,027
-------------- --------------
PROPERTY AND EQUIPMENT
Automobiles, computer equipment and office furniture 312,114 711,791
Computer software 17,669 137,760
Telephone equipment 36,174 126,944
-------------- --------------
365,957 976,495
Less: accumulated depreciation (116,706) (379,170)
-------------- --------------
TOTAL PROPERTY AND EQUIPMENT 249,251 597,325
-------------- --------------
OTHER ASSETS
Goodwill, net 403,025 4,859,012
-------------- --------------
TOTAL OTHER ASSETS 403,025 4,859,012
-------------- --------------
TOTAL ASSETS $ 1,565,692 $ 7,922,364
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank loans $ 60,140 $ 362,414
Accounts payable 851,493 2,322,315
Accrued liabilities 62,030 697,277
Notes payable 27,631 1,650,210
Deferred revenue - 125,821
Current portion of leases payable - 31,561
Current portion of long-term loans 485,689 68,795
-------------- --------------
TOTAL CURRENT LIABILITIES 1,486,983 5,258,393
-------------- ---------------
OTHER LIABILITIES
Deferred income taxes 249 262
Leases payable - 48,748
Long-term loans - 860,092
Notes payable to related parties - 44,625
-------------- --------------
TOTAL OTHER LIABILITIES 249 953,727
-------------- --------------
TOTAL LIABILITIES 1,487,232 6,212,120
MINORITY INTEREST (30,201) 514,895
STOCKHOLDERS' EQUITY
Common stock: $0.0001 par value, 100,000,000 shares authorized;
53,886,075 and 29,355,830 shares issued and outstanding 5,389 2,935
Preferred stock: $0.0001 par value, 100,000,000 shares authorized; none issued
Additional paid-in capital 8,071,976 7,398,450
Contributed capital 31,474 31,474
Stock subscriptions receivable (66,100) -
Retained earnings (deficit) (7,650,670) (6,024,987)
Accumulated other comprehensive income (loss)
Cumulative translation adjustments (283,408) (212,523)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 108,661 1,195,349
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,565,692 $ 7,922,364
============== ==============
The accompanying notes are an integral part of these financial statements.
1
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive Income
For the Nine and Three Months Ended March 31, 2002 and 2001
(Unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2002 2001 2002 2001
---- ---- ---- ----
REVENUE
Phone cards $ 63,994 $ - $ 63,994 $ -
Telephone services 49,507 - 93,850 -
Sales of equipment and systems 20,981 175,034 211,647 383,520
Internet services 78,220 42,031 225,070 124,999
Directory management 249,135 83,759 538,984 98,118
------------ ------------- -------------- --------------
TOTAL SALES 461,837 300,824 1,133,546 606,637
------------ ------------- -------------- --------------
COST OF GOODS SOLD
Cost of phone cards 49,523 - 49,523 -
Cost of telephone services 38,163 - 59,460 -
Cost of equipment and systems sold 19,827 102,977 142,353 252,172
Cost of internet services 32,538 42,502 136,836 112,540
Cost of directory management 198,391 73,618 451,855 89,542
------------ ------------- -------------- --------------
TOTAL COST OF GOODS SOLD 338,442 219,097 840,026 454,254
------------ ------------- -------------- --------------
GROSS PROFIT 123,395 81,727 293,520 152,383
------------ ------------- -------------- --------------
SELLING & GENERAL EXPENSES
Selling expense 1,285 4,466 3,413 11,703
General and administrative expense 109,201 473,506 549,664 900,447
Amortization and depreciation 68,477 108,446 146,381 274,467
------------ ------------- -------------- --------------
TOTAL SELLING & GENERAL EXPENSES 178,963 586,418 699,457 1,186,617
------------ ------------- -------------- --------------
(LOSS) FROM OPERATIONS (55,568) (504,691) (405,967) (1,034,234)
------------ ------------ ------------ -------------
OTHER (INCOME) AND EXPENSES
Other (income) expense (37,646) 907 (45,782) (1,916)
Other expenses:
Bad debts (5) 4,694 3,776 8,413
Interest expense 2,185 8,696 18,364 20,289
------------ ------------- -------------- --------------
Total other expenses 2,180 13,390 22,140 28,702
------------ ------------- -------------- --------------
TOTAL OTHER (INCOME) AND EXPENSES (35,466) 14,297 (23,642) 26,786
NET (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED SUBSIDIARIES (20,102) (518,988) (382,295) (1,061,020)
INCOME TAXES (RECOVERED) - - - -
MINORITY INTEREST IN EARNINGS OF
CONSOLIDATED SUBSIDIARIES (9,972) (33,672) (76,813) (90,570)
------------ ------------- -------------- --------------
(LOSS) FROM CONTINUING OPERATIONS (10,130) (485,316) (305,482) (970,450)
------------ ------------- -------------- --------------
DISCONTINUED OPERATIONS
Income (loss) from discontinued operations (258,019) (1,395,974) (1,159,503) (2,520,649)
Income (loss) on disposal of discontinued operations (161,776) - (160,698) -
------------ ------------- -------------- --------------
(LOSS) FROM DISCONTINUED OPERATIONS (419,795) (1,395,974) (1,320,201) (2,520,649)
------------ ------------- -------------- --------------
NET (LOSS) (429,925) (1,881,290) (1,625,683) (3,491,099)
------------ ------------- -------------- --------------
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments 3,619 (125,029) (70,885) (113,487)
------------ ------------- -------------- ---------------
TOTAL OTHER COMPREHENSIVE INCOME 3,619 (125,029) (70,885) (113,487)
------------ ------------- -------------- --------------
TOTAL COMPREHENSIVE (LOSS) $ (426,306) $ (2,006,319) $(1,696,568) $ (3,604,586)
============ ============ ============ =============
Weighted average number of common shares outstanding
Basic 51,570,119 27,489,488 40,523,761 26,522,973
============ ============ ============ =============
Diluted 51,570,119 27,489,488 40,523,761 26,522,973
============ ============ ============ =============
Net (loss) per share
Basic, from continuing operations $ 0.00 $ (0.02) $ (0.01) $ (0.04)
============ ============ ============ =============
Basic, from discontinued operations $ (0.01) $ (0.05) $ (0.03) $ (0.10)
============ ============ ============ =============
Basic $ (0.01) $ (0.07) $ (0.04) $ (0.13)
============ ============ ============ =============
Diluted $ (0.01) $ (0.07) $(0.04) $ (0.13)
============ ============ ============ =============
The accompanying notes are an integral part of these financial statements.
2
SYPHONY TELECOM CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine-Month Periods Ended March 31, 2002 and 2001
(Unaudited)
March 31 March 31
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (1,625,683) $ (3,491,099)
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Imputed interest 12,488 18,513
Consulting fees, salaries and other services for common stock 255,123 137,917
Depreciation and amortization expense 526,160 801,167
Changes in assets and liabilities:
Decrease in short-term investments 302,971 -
(Increase) decrease in accounts receivable 836,668 (1,606,048)
(Increase) in notes receivable - (385,184)
(Increase) in prepaid expenses 278,802 (170,470)
(Increase) in inventories 54,321 (65,445)
Increase (decrease) in accounts payable (1,470,824) 2,452,887
(Decrease) in accrued liabilities (635,247) (35,484)
(Decrease) in deferred revenue (125,821) -
(Decrease) increase in deferred income taxes (13) 252
Increase (decrease) in income taxes payable (1,941) (264)
Current portion of leases payable (31,560) -
Current portion of long-term loans 416,894 -
--------------- -------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (1,207,662) (2,343,258)
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (acquisition) of property and equipment 610,538 (494,344)
Disposal (additions) to other intangible assets 5,489,980 (1,447,210)
--------------- -------------
NET CASH (USED) BY INVESTING ACTIVITIES 6,100,518 (1,941,554)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of) proceeds from bank loans (302,274) 189,479
(Repayment of) proceeds from leases payable (48,748) 86,916
(Repayment of) proceeds from notes payable (1,622,579) 1,902,410
(Repayment of) proceeds from long-term loans (595,781)
-
(Repayment of) notes payable to related parties - (53,955)
Proceeds from common stock - 2,688,341
Minority interest (545,096) (336,413)
--------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES (3,114,478) 4,476,778
--------------- -------------
EFFECT OF FOREIGN CURRENCY TRANSACTIONS ON CASH (1,893,501) (171,407)
--------------- -------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (115,123) 20,559
CASH AND CASH EQUIVALENTS, beginning of period 115,123 275,823
--------------- -------------
CASH AND CASH EQUIVALENTS, end of period $ - $ 296,382
=============== =============
SUPPLEMENTAL DISCLOSURES
Interest paid $ 67,681 $ 26,559
Income taxes paid $ - $ -
Schedule of non-cash investing and financing activities:
Purchase of net assets from Mondetta Telecommunications Inc. $ $ 2,408,464
Stock subscriptions for sale of 2,098,112 shares of common stock $ 66,100
The accompanying notes are an integral part of these financial statements.
3
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Regulation S-B of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with Notes to
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-KSB for the year ended June 30, 2001. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine months
ended March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2002.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Symphony Telecom Corp. ("Company") was incorporated on February 9, 2001 under
the laws of the State of Delaware. On May 14, 2001 the Company's shareholders
approved the merger of Symphony Telecom International, Inc. into Symphony
Telecom Corp., which was registered on June 7, 2001. Symphony Telecom
International, Inc. was incorporated January 15, 1982 as Mammoth Resources, Inc.
under the laws of the State of Utah. The Company changed its name to Symphony
Telecom International, Inc. by a resolution of the Board of Directors on March
23, 2000.
Pursuant to an Agreement and Plan of Reorganization dated March 9, 2000, the
Company acquired all the issued and outstanding shares of Symphony Telecom
International, Inc., a company incorporated under the laws of the State of
Delaware, in a non-cash transaction.
As part of its reorganization, the Company authorized a one for five reverse
stock split of existing issued common shares, resulting in the number being
reduced from 16,278,357 to 3,255,684. On the same date, and not subject to the
reverse stock split, the Company authorized issuance of 7,924,375 common shares
in restricted form being a one for one exchange of shares for all the issued and
outstanding shares of Symphony Telecom International, Inc. Further, two
directors were issued an additional 1,000,000 common each and 1,200,000 shares
were issued to consultants for services rendered with the transaction.
The change in control of the Company and the simultaneous March 9, 2000
acquisition of Symphony Telecom, Inc. (Delaware) has been accounted for on the
basis of a reverse acquisition, whereby combining financial statements gives
effect to the acquired company continuing to report as if it was the acquirer.
The financial statements as presented reflect the results of the combined
entities.
Symphony Telecom International, Inc. (the acquired company) was incorporated
under the laws of the State of Delaware on December 4, 1998, to acquire Symphony
Telecom Inc., an affiliated company engaged in providing telephone services
principally in southern Ontario, Canada. Symphony Telecom Inc. was formed May
27, 1996 under the Business Corporations Act of Ontario, Canada for the purpose
of providing a broad range of telecommunication services including voice and
data transmission, internet services, and other related services for North
American and international markets. Pursuant to an Agreement and Plan of
Reorganization dated March 29, 1999, Symphony Telecom International, Inc.
acquired all of the common shares of Symphony Telecom Inc. in a non-cash
transaction on the basis of one Symphony Telecom International, Inc. share for
each Symphony Telecom Inc. share. A total of 7,351,875 shares were issued to
effect the acquisition. These shares were restricted for purposes of resale.
Over a period of twelve months, the right to sell the shares accrued on a
straight-line basis.
As a result of a subsidiary's agreement to purchase business assets and customer
listing, an option has been authorized by the board of directors of the
subsidiary company for 35,000 common shares at $3.00 per share, expiring
December 31, 2000. This agreement has been assumed by the Board of Directors of
the Company on its acquisition of Symphony Telecom International, Inc. As of
December 31, 2000 this option has not been exercised.
Effective July 1, 2000 Comtel Communications Inc. purchased certain assets,
including customer base, accounts receivable, name and other intangible assets
less certain trade payables of Mondetta Telecommunications Inc., a company
incorporated under the Canada Business Corporations Act, which provides
international long distance telephone services, directed mostly to retail and
residential ethnic populations across Canada, as well as small business
segments.
The transaction was non-cash after assumption of net liabilities of $786,956,
with the total purchase price of $3,195,420; Net purchase price of $2,408,464
being satisfied by issue of 1,050,000 common shares of Symphony Telecom Corp.
with each common share having attached a warrant to purchase one common share at
the price of $3, expiring September 30, 2001. Subsequently, October 1, 2000, all
the assets acquired from Mondetta were transferred into a newly incorporated
company in Ontario Canada, named Mondetta Communications Corp.
The net purchase price of $2,408,464 was allocated as follows:
Fair value of net assets (liabilities) $( 786,956)
Goodwill $ 3,195,420
Effective July 31, 2000 Comtel Communications Inc. purchased 61.5% of all the
issued and outstanding shares of Telemax Communications Inc., a company
incorporated in Ontario, Canada, which promotes and markets prepaid telephone
cards for national and international long distance telephone services directed
mostly to ethnic populations across Canada. The purchase was accounted for using
the purchase method of accounting and the results of operations have been
consolidated from the effective date of acquisition.
4
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The purchase price of $4,830,361 was satisfied by cash payment of $166,277 on
closing, a promissory note in amount of $2,690,000 and the issuance of 1,000,000
common shares, each attached with a one share warrant, of Comtel Communications
Inc., which are convertible, by September 30, 2005, into common shares of
Symphony Telecom Corp. for a value representing $1,995,330. The issuance of
Symphony Telecom Corp.'s common shares will be restricted for the purposes of
resale for a period of one year. A further three payments of $166,278 each are
due and payable up to and including September 30, 2001 upon Telemax
Communications Inc.'s first year's revenues reaching cumulative targets of
$10,087,500, $20,175,000 and $30,262,500 respectively. Comtel Communications
Inc. is also to provide Telemax Communications Inc., under terms of its
promissory note, with four equal payments of $672,500 for working capital by
October 31 and December 31, 2000, and March 31 and June 30, 2001.
The purchase price of $4,830,361 was allocated as follows:
Fair market value of net assets $ 984,040
Goodwill $ 3,846,321
Comtel Communications Inc. has paid $166,277 on closing and a further payment of
$166,278 in October 2000. No other payments have been made, resulting in the
company being in default on its promissory note. Effective October 31, 2001, the
Company's subsidiary company, Comtel Communications Inc. reached a settlement
with minority shareholders of its subsidiary company Telemax Communications Inc,
wherein they agreed to acquire Comtel Communications Inc.'s 61.5% controlling
interest in Telemax Communications Inc. for a total sale price of $136,204,
being paid by trade credit of $53,848 and a promissory note of $82,356 bearing
no interest and maturing in two years. As a result, Telemax Communications Inc.
has been removed from these consolidated financial statements for the six months
period ended December 31, 2001.
On August 31, 2000 Symphony Telecom Corp. purchased 51% of all the shares of
9041-6868 Quebec Inc. operating as Directory Management America Dot Com, a
company incorporated in Quebec, Canada, which provides marketing and advertising
services, specifically to yellow pages and e-commerce advertising agencies
throughout North America, which gives national support for businesses.
The purchase price of $339,790 is an all cash transaction, with $135,916 paid at
closing and the balance payable in 3 equal monthly installments. The Company has
only paid one full monthly installment, with a balance of $120,211 remaining
payable at June 30, 2001. Because of Symphony Telecom Corp.'s non-payment,
Directory Management America Dot Com had to seek a line of credit of $82,562
from its bankers, which was guaranteed by a minority shareholder. The minority
shareholder, a director of Directory Management America Dot Com issued 1,665,306
common shares to himself, which would thereby dilute Symphony Telecom Corp.'s
interest from 51.0% to 42.4%. The additional share issue was not authorized by
the Board of Directors and this issue remains in a matter of dispute.
The purchase price of $339,790 was allocated as follows:
Fair market value of net assets $ 114,725
Goodwill $ 225,065
Goodwill is being amortized on the straight-line basis with an estimated life of
5 years.
On August 28, 2000, the Company entered into a private placement agreement with
Geek Securities, Inc. to provide, on a best efforts basis, up to $100 million
for common shares. In June 2000, Geek Securities, Inc. privately placed 660,000
common shares of Symphony Telecom Corp., restricted for the purposes of resale
for a period of one year, netting the Company $780,000. In December 2000, the
Company concluded its agreement with Geek Securities, Inc.
Mondetta Communications Corp. a wholly owned subsidiary of Comtel Communications
Inc. filed a Notice of Intention to Make a Proposal on July 19, 2001. This was
precipitated by a demand by AT&T Canada Corp. for immediate payment in full of a
promissory note dated January 15, 2001 in amount of $664,824.The Notice named
AT&T Canada Corp. and Comtel Communications Inc. as two principal creditors.
AT&T Canada Corp. has the position that it was not bound by the automatic stay
pursuant to the said proceeding and in fact has indicated that it does not
consider Mondetta Communications Corp. to owe it any money. All operations in
Mondetta Communications Corp. have ceased; after the voluntary liquidation has
been completed the company will no longer be consolidated.
On January 31, 2002 an 85% interest in Comtel Communications Inc. and its
wholly-owned subsidiaries Communication Solutions Group Ltd. and Mondetta
Communications Corp., all incorporated in Ontario, Canada were sold in a
non-cash deal.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the fiscal year
ending June 30, 2002.
2. GOING CONCERN AND MANAGEMENT PLAN
The Company has minimal capital resources presently available to meet
obligations, which normally can be expected to be incurred by similar companies,
has recurring operating losses, a working capital deficiency, and negative cash
flows from operating activities. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The Company will have to
pursue other sources of capital, such as additional equity financing or debt
financing. There is no assurance that the Company will be able to obtain such
financing; however, the Company is continuing its efforts to raise funding to
meets its operating requirements, and plans for immediate expansion. The
financial statements do not include any adjustments that might result from the
outcome of this going concern uncertainty. Management's plans over the next
twelve-month period are to further develop its telecommunications pursuits in
North America, mainly through acquisitions that require substantial funding.
There is no assurance the Company will be able to obtain such financing. 5.
5
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, cash and
cash equivalents consist of money market funds and demand deposits in banks,
purchased with a maturity of three months or less. The Company has no such items
at March 31, 2002 and 2001.
INVENTORY Inventory is valued at the lower of cost or market using the first-in,
first out method.
INCOME TAXES The Company filed separate corporate federal income tax returns
through December 31, 1998. Due to changes in control occurring in 2000, the
Company has net operating loss carry-forwards available to offset financial
statement or tax return taxable income in future periods as follows:
2001 $5,928,808 Expires in 2008
The Company uses the asset and liability method of accounting for income taxes.
At March 31, 2002 and 2001, respectively, the deferred tax asset and deferred
tax liability accounts, as recorded when material to the financial statements,
are entirely the result of temporary differences. Temporary differences
represent differences in the recognition of assets and liabilities for tax and
financial reporting purposes, primarily non-deductible accrued compensation
amounts payable to an officer.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NET LOSS PER COMMON SHARE The Company presents "basic" earnings (loss) per share
and, if applicable, "diluted" earnings (loss) per share pursuant to the
provisions of Statement of Financial Accounting Standards No. 128, Earnings Per
Share (SFAS 128). Basic net earnings (loss) per share is calculated by dividing
net income or loss by the weighted average number of shares outstanding during
each period. The diluted earnings (loss) per share is calculated by dividing the
net income or loss by the weighted average number of shares outstanding during
each period plus the weighted average of the 3,478,572 warrants and 18,750,000
common share options that were outstanding at June 30, 2001 and of the 35,000
options outstanding at June 30, 2000. However, since there is a net loss for
each period, the diluted weighted average number of shares is the same as the
basic. Also, the shares were numbered as though the April 10, 2001 3 to 2
forward stock split occurred on June 30, 1999.
FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates that the fair value of
all financial instruments at March 31, 2002 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the balance
sheet. The estimated fair value of amounts of receivables, accounts payable and
accrued liabilities approximate fair value due to their short-term nature.
Considerable judgement is necessarily required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
PROPERTY AND EQUIPMENT Computer equipment, office furniture, systems software
and telephone equipment are stated at cost. Expenditures for normal maintenance
and repairs are charged to expense as incurred. Depreciation is computed using
reducing balance method based upon the estimated useful lives of the related
assets. Depreciation expense was $84,556 for the nine-month period ended March
31, 2002 and $95,650 for the nine-month period ended March 31, 2001.
Estimated Rate and
Asset Class Lives Method
----------- ------------- ------
Automobiles 13 years 30%per annum on reducing balance
Computer Equipment 13 years 30%per annum on reducing balance
Computer Software 5 years 20%per annum on straight-line
Leasehold Improvements 5 years 20%per annum on straight-line
Office Furniture 20 years 20%per annum on reducing balance
Telephone Equipment 16 years 25%per annum on reducing balance
The details of property and equipment are as follows:
Net Net
Accumulated March 31 March 31
Cost Depreciation 2002 2001
-------------- -------------- -------------- ---------------
Automobile $ - $ - $ - $ 6,183
Computer Equipment 212,901 (93,675) 119,226 247,278
Computer Software 17,669 (3,362) 14,307 10,544
Leasehold Improvements - - - 74,876
Office Furniture 99,213 (17,085) 82,128 200,402
Telephone Equipment 36,174 (2,584) 33,590 78,564
-------------- -------------- -------------- ---------------
$ 365,957 $ (116,706) $ 249,251 $ 617,847
============== ============== ============== ==============
6
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
REVENUE AND COST RECOGNITION For financial statement reporting, the Company
recognizes revenues when earned and the related cost when incurred.
PRINCIPLES OF CONSOLIDATION The financial statements include the accounts of
Symphony Telecom Corp., a Delaware corporation, and its subsidiaries, Linkdata
Communications London Ontario Inc., 9041-6868 Quebec Inc. o/a Directory
Management America Dot Com, Symphony Networks Inc. and Symphony Telecom
International, Inc., a Delaware corporation, American Inter-Latin
Communications, Inc. and its subsidiary Canadian Inter-Latin Communications
Inc., and a subsidiary of Canadian Inter-Latin Communications Inc., Canadian
Inter-Continental of Ecuador SA. All subsidiaries of Symphony Telecom Corp. are
Canadian corporations except Symphony Telecom International, Inc. (Delaware),
American Inter-Latin Communications Inc., and Canadian Inter-Continental
Communications of Ecuador SA, which was incorporated in Ecuador (collectively,
the "Subsidiaries"). All significant inter-company transactions and balances
have been eliminated in consolidation. The consolidated group is referred to
collectively and individually as the "Company".
MINORITY INTEREST At March 31, 2002 the amount for minority interest represents
a 57.60% interest in the subsidiary 9041-6868 Quebec Inc., a company
incorporated under the laws of the province of Quebec, Canada on September 26,
1996; a 20% interest in the subsidiary American Inter-Latin Communications,
Inc., and a 25% interest in the subsidiary, Canadian Inter-Continental
Communications of Ecuador SA, a company incorporated under the laws of Ecuador
on November 23, 1998. At March 31, 2001 the amount for minority interest
represents 38.5% interest in subsidiary, Telemax Communications Inc.; 49%
interest in 9041-6868 Quebec Inc.; 25% interest in subsidiary, Canadian
Inter-Continental Communications of Ecuador SA; and 12% interest in Comtel
Communications Inc. The minority interest in net loss of subsidiaries has been
credited to income and charged to minority interest.
RECLASSIFICATIONS Certain amounts in the accompanying financial statements have
been reclassified to better reflect the Company's operations, in the opinion of
management. These reclassifications have been reflected in all amounts shown in
the accompanying financial statements.
NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS" No. 130) issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1997. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company adopted SFAS No. 130 as of June 30, 1997.
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS No. 131") issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1977. SFAS No. 131 requires that public companies report certain information
about operating segments, products, services and geographical areas in which
they operate and their major customers. The Company has adopted SFAS No. 131
since incorporation and it had no effect on its financial position or results of
operations.
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities,"
("SOP 98-5") issued by the American Institute of Certified Public Accountants is
effective for financial statements beginning after December 15, 1998. SOP 98-5
requires that the costs of start-up activities, including organization costs, be
expensed as incurred. Start-up activities are defined broadly as those one-time
activities related to opening a new facility, introducing a new product or
service, conducting business in a new territory, conducting business with a new
class of customers (excluding ongoing customer acquisition costs, such as policy
acquisition costs and loan origination costs) or beneficiary, initiating a new
process in an existing facility, or commencing some new operation.
4. SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
The Company is Canadian based, and as such carries out its operations in Canada.
The subsidiary company in Ecuador has remained inactive since inception.
However, the Company includes as part of its targets the U.S. small business
consumer market.
The primary business lines are: telephone services, primarily long distance
resale and phonecards, which are marketed by Symphony Networks Inc.; voice and
data equipment and systems, which are marketed by Linkdata Communications London
Ontario Inc.; internet services, provided primarily by Linkdata; and Yellow
Pages advertising, operated by Directory Management America.Com.
5. NOTE RECEIVABLE
The Company advanced a non-interest bearing loan of $400,000 to North American
Gateway Inc. in the form of a promissory note, with personal guarantees of the
principal shareholder for the first $200,000, and a general security over the
company's assets for the remainder. The term is for one year maturing in October
2001. North American Gateway Inc. has ceased operations; therefore, management
provided $200,000 as a charge against income as an uncollectible debt in its
fiscal year ended June 30, 2001, and expects to collect on the personal
guarantee.
6. BANK LOANS
Bank loans comprise the following:
Line of credit $ 46,418
Line of credit 13,722
---------
$ 60,140
========
The Company's subsidiary company Linkdata Communications London Ontario Inc. has
a line of credit of up to $62,727 with interest at the bank's prime plus 0.50%,
secured by a general security agreement over the company's assets, of which it
has drawn down $46,4128 at March 31, 2002.
7
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company's subsidiary company 9041-6868 Quebec Inc. has a line of credit of
up to $78,409 with interest at the bank's prime plus 2.50%, secured by a
director's principal residence up to $53,365, and a general security agreement
over the company's assets, of which it has drawn down $13,722 at March 31, 2002.
7. NOTES PAYABLE AND PROMISSORY NOTE
Notes and promissory notes comprise the following:
March 31, March 31,
2002 2001
---- ----
Officers and directors of subsidiary companies $ 12,717 $ 701,369
Private notes, without interest, due upon demand 14,914
Balance payable on acquisition of
Linkdata Communications London Ontario Inc. - 31,756
Notes payable to Laurus Master Fund - 697,797
Promissory note to AT& T Canada Corp. - 639,277
------------ ------------
$ 27,631 $2,070,199
============ ==========
Notes due to officers and directors of subsidiary companies are non-interest
bearing, unsecured and due upon demand. The balance payable on the acquisition
of Linkdata Communications London Ontario Inc. is non-interest bearing, secured
by term deposits at bank, and due on June 28, 2001. A promissory note of
$931,940 was made by Mondetta Telecommunications Inc. on May 19, 2000 to AT&T
Canada Corp. This note was assumed by Comtel Communications Inc. on the assets
purchase from Mondetta Telecommunications Inc. July 1, 2000, and transferred to
Mondetta Communications Corp. on October 1, 2000. The promissory note payable to
AT&T Canada Corp. was rewritten at $639,277 on January 15, 2001 by Comtel
Communications Inc. secured by receivables of Mondetta Communications Corp., on
March 9, 2001, bearing interest at 8.5%, and payable in twelve equal monthly
instalments of $57,578 including interest. As the promissory note has become in
arrears, AT&T Canada Corp. has made a demand for payment in full.
8. LONG-TERM DEBT
Long-term debt is summarized as follows:
March 31, March 31,
2002 2001
---- ----
Convertible Notes payable to Laurus Master Fund $485,689 $ -
Less: current portion 485,689 -
--------- ----------
$ - $ -
On March 15, 2001 the company issued Convertible Notes payable to Laurus Master
Fund bear simple interest at 8%, payable quarterly, and mature March 2003. The
notes are convertible into fully paid and non-assessable common stock of the
Company at the conversion price of 80% of the average of the four lowest closing
bid prices for thirty trading days prior to but not including the conversion
date. The Company is in default under the terms of the loans, as it has not
filed Form SB-2, Registration Statement Under the Securities Act of 1933, which
it is required to have filed within 90 days of the Loan Agreement.
On October 31, 2001 entered into an agreement with Laurus to settle the default
remedies by releasing to Laurus collateral shares put up by Gilles A. Trahan and
Dan Cullen. These shares were transferred without registration with a restricted
144 legend. Proceeds from the sale of Trahan and Cullen's shares will be applied
to outstanding balance. Laurus further agreed to give proxy votes for all shares
held and agreed that it would not directly or indirectly engage in any short
selling.
9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price over the fair value of
acquired businesses and, with other intangible assets, is being amortized on
straight-line basis. The life of goodwill arising on acquisitions, and the life
of other intangible assets is estimated to have lives of five years.
Amortization expense was $441,603 for the nine-month period ended March 31, 2002
and $705,517 for the nine-month period ended March 31, 2001.
The details of goodwill and other intangible assets are as follows:
Net Net
Accumulated March 31, March 31,
Cost Amortization 2002 2001
-------------- ------------ ---- ----
Goodwill $ 636,939 $ 233,914 $ 403,025 $ 3,931,305
============== ============== ============== ==============
10. STOCK TRANSACTIONS
During the three months ended March 31, 2002, the Company issued 4,600,000
shares of common stock under an employee/consultant common stock plan (see Note
11) to consultants for services rendered and issued an additional 859,000 shares
to consultants not under the plan for services rendered. The services were
valued at $27,295. On February 8, 2002, the Company also issued 1,000,000 shares
of common stock to a vendor for security on a liability. These shares were
valued at $33,333, and a deposit of $33,333 is on the balance sheet as of March
31, 2002. The 1,000,000 shares will be returned to the Company or will be
utilized to pay off part or all of the liability.
8
SYMPHONY TELECOM CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. EMPLOYEE/CONSULTANT COMMON STOCK PLAN 2001
Effective September 19, 2001 the Board of Directors approved the
Employee/Consultant Stock Plan 2001, wherein 6,000,000 shares of the common
stock of the Company may be issued directly or upon exercise of options, with
terms set by management, to employees or consultants for compensation and/or
services. The class of securities to be offered is registered under Section 12
of the Exchange Act. At March 31, 2002 the Company has issued 4,600,000 shares
or options under the plan.
12. FOREIGN ASSETS, REVENUES AND CONSOLIDATED FOREIGN ENTITIES
The Company is presently Canadian based, and as such carries out its operations
in Canada. Symphony Telecom Corp. and subsidiary companies maintain their books
using Canadian dollars. The books of these companies have been translated into
U.S. dollars using the current rate method. Gains and losses on foreign currency
transactions are included in the consolidated statements of other comprehensive
loss.
13. CONTINGENT LIABILITIES
On July 23, 2001 a former employee of Comtel Communications Inc. issued a claim
against Symphony Telecom Corp. for unpaid wages in amount of $60,817. Management
believes that the claim will be dismissed against Symphony Telecom Corp. in its
entirety. Mediation efforts failed in October 2001, and a counterclaim will be
issued against the employee. Management believes that no further liability will
be assessed against the Company.
14. RELATED PARTY TRANSACTIONS
Related party transactions at March 31, 2002 and 2001 comprised advances by
directors to subsidiary companies as stated in Note 7, and advances by directors
to the Company were converted into common stock in October 2001. The three
directors were issued 10,000 common shares each, on account of director's fees
in lieu of cash payment. There were no other material related party
transactions.
15. DISCONTINUED OPERATIONS
Effective September 30, 2001, the Company's subsidiary company, Comtel
Communications Inc. reached a settlement with minority shareholders of its
subsidiary company Telemax Communications Inc, wherein they agreed to acquire
Comtel Communications Inc.'s 61.5% controlling interest in Telemax
Communications Inc. for a total sale price of $136,204, being paid by trade
credit of $53,848 and a promissory note of $82,356 bearing no interest and
maturing in two years.
Effective February 1, 2002, the Company's subsidiary company Comtel
Communications Inc. issued 50,000,000 common shares, which in effect diluted the
Company's interest from 100% to 12.82%. Prior to this issuance of common shares,
Comtel Communications Inc. entered into agreements with the Company to transfer
its capital assets at market value, totalling $215,100, and loan receivable of
$190,914 as part settlement of outstanding advances made of $6,201,838, to
Comtel Communications Inc. and its two wholly-owned subsidiary companies
Communication Solutions Group Ltd. and Mondetta Communications Corp. Further,
Comtel Communications Inc. also agreed to transfer its customer base to Symphony
Telecom Corp.'s wholly-owned subsidiary company Symphony Networks Inc. for total
credit $2,856 against advances.
On the basis that Comtel Communications Inc. and its wholly-owned subsidiary
companies, Communication Solutions Group Ltd. and Mondetta Communications Corp.
have effectively ceased to operate and have few assets, the Company has charged
$161,776 to income, which comprises gross loss in investment of $5,795,824
offset by accumulated deficits of $5,634,048. The write-down in investment in
Comtel Communications Inc. is combined with the gain on disposal of 61.5%
interest in Telemax Communications Inc. of $1,078 for a net charge to operations
of $160,698 for disposition of discontinued operations in the nine-month period
ended March 31, 2002.
The proforma schedule of the effects from the above Comtel dilution and Telemax
settlement on the financial statements is shown below:
Proforma
Consolidated Comtel Telemax Consolidated
3/31/02 2/01/02 9/30/01 3/31/02
--------- --------- --------- ---------
Current Assets $ 946,183 $ 252,541 $1,996,875 $3,195,599
Property and equipment 249,251 75,921 117,888 443,060
Goodwill, net 403,025 2,195,806 -- 4,112,651
--------- --------- --------- ---------
Total Assets $ 1,598,459 $ 2,524,268 $2,114,763 $7,751,310
=========== ========== ========== ==========
Current Liabilities $ 1,486,983 $ 2,379,669 $2,056,315 $5,922,967
Other Liabilities 249 5,551,208 1,030,486 1,030,735
--------- --------- --------- ---------
Total Liabilities 1,487,232 7,930,877 3,086,801 6,953,702
--------- --------- --------- ---------
Minority Interest (30,201) -- -- 495,482
Stock 8,075,506 187,933 157,445 8,075,506
Accumulated Deficit (7,934,078) (5,594,542) (1,129,483) (7,773,380)
--------- --------- --------- ---------
Total Stockholders' Equity
(Deficit) 111,227 (5,406,609) ( 972,038) 797,608
--------- --------- --------- ---------
Total Liabilities and
Stockholders' Equity $1,598,459 $ 2,524,268 $2,114,763 $7,751,310
=========== ========== ========== ==========
Sales $ 1,133,546 $ 139,767 $ 3,084,850 $ 4,358,163
Cost of Sales 840,026 152,564 2,580,951 3,573,541
--------- --------- --------- ---------
Gross Profit 293,520 (12,797) 503,899 784,622
Selling and General Expenses 699,457 1,203,243 480,145 2,382,845
--------- --------- --------- ---------
Income (Loss) from
Continuing Operations (405,937) (1,216,040) 23,754 (1,598,223)
Other Income (Expense) 23,642 4,539 4,972 33,153
Minority Interest 76,813 -- 23,272 100,085
--------- --------- --------- ---------
Income (Loss) from
Continuing Operations (305,482) (1,211,501) 51,998 (1,464,985)
--------- --------- --------- ---------
(Loss) Income from
Discontinued Operation (1,159,503) 1,211,501 (51,998) 0
Gain (Loss) on Disposal
of Operations (160,698) 161,776 (1,078) 0
--------- --------- --------- ---------
(1,320,201) (1,373,277) (53,076) 0
--------- --------- --------- ---------
Net (Loss) $(1,625,683) $ 161,776 $ (1,078) $(1,464,985)
=========== ========== ========== ==========
Basic Net (Loss) Per Share $ (.04) $ (.04)
==== ====
9
Item 2. Management's Discussion and Analysis or Plan of Operation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and Notes thereto contained elsewhere herein. Please note that no
assurance exists as to the actual future outcome of Management's plans,
assumptions or estimates. Historically the Company has experienced losses from
operations. Management anticipates that losses will substantially decrease as
the business units are integrated and businesses are acquired, with revenues
substantially increasing. No guarantee exists.
The Company's books are kept in Canadian dollars and translated to US dollars
for reporting purposes. It is sometimes possible that subtracting the result for
the current quarter ended March 31, 2002 from the figure reported for the nine
months ended March 31, 2002 will yield a number which is slightly different from
that reported in the previous quarter. Any such discrepancy is due to currency
translation rate differences that may apply at the time the financial reports
are prepared.
RESULTS OF OPERATIONS - THIRD QUARTER AND NINE MONTHS OF FISCAL YEAR ENDING JUNE
30 2002 COMPARED TO THIRD QUARTER AND NINE MONTHS OF FISCAL YEAR ENDED JUNE 30,
2001
Overall revenue performance for the third quarter of fiscal 2002 was
substantially improved from the comparable periods in the previous fiscal year:
The company's total sales in fiscal Q3 2002 increased by 53% over the three
months ended March 31, 2001. This increase was a result of substantial
restructuring of the company's operations; the divestiture of certain
non-performing assets; and the continuing strong growth trend for the Directory
Management segment. Overall sales results in the first nine months of fiscal
2002 show a growth of 86.9% from the corresponding period last year.
Sales in the pre-paid phone card segment reflect the results of the Company's
start-up operations in this segment. The Company has, as previously reported,
divested itself of its interest in Telemax Communications Inc. and the results
of any previously reported activity in this segment have been restated to
reflect this.
Results within the Telephone Services category reflect the current operations in
the Company's Symphony Networks Inc. subsidiary. Results in this sector for the
previous year have been restated to reflect the divestiture of the Company's
non-performing assets in it's subsidiary Comtel Communications Inc. and Comtel's
subsidiary Mondetta Communications Corp.
Equipment and systems sales continued to post significant year over year decline
for the third quarter and first nine months of this fiscal year. The Company is
reporting a 44.8% decline in revenue for this sector. This decline is
attributable to a continuing weakness in the telecom sector in general, as well
as significant cutbacks in the Company's activities due to our restructuring and
cash management policies. For the nine months ended March 31, 2002 the company
posted revenue of $212 thousand, compared to $384 thousand for the comparable
period of the previous fiscal year. Management expects to return to a modest
growth in this segment in the fourth quarter and beyond.
Internet Services revenues are showing gain in the period of 86.1% for the
quarter and 80% for the first nine months of the fiscal year.
The Company's revenues in the Directory Management segment climbed to $249
thousand in the third quarter of fiscal 2002 compared to $84 thousand in the
same quarter of the previous year, a 1,974% increase. Revenues in this segment
are the results of operations of the Company's Directory Management America dot
Com subsidiary. The results are tracking expected growth from a business plan
which management project will continue through the next several years.
The company is reporting a gross margin for the third quarter of fiscal year
ending June 30, 2002. 26.7% compared to a third quarter FY2001 gross margin of
27% and an overall gross margin the first nine months of fiscal 2002 of 26% .
The overall gross margin for the first nine months of fiscal year ending June
2002 at 26% is essentially unchanged from the 25% reported in the comparable
previous year period.
The company is reporting a 22.6% gross margin in the pre-paid phone card
business in the third quarter.
10
Within the Telephone Services operating segment, the company achieved a gross
margin of 23% in the current quarter down due to the dialup internet charges
($7,000) being lumped into this segment by the carrier, otherwise would have
shown a margin of 37%for the quarter. This will be corrected in the following
quarter. For the nine months ended March 31 the gross margin, is 36.6%.
Margins on equipment and systems at 6% reflect the results of our
rationalization of the operations and cost -cutting measures. For the nine month
period the gross margin in this segment was 32.7% compared to the previous
year's 34.2%. Internet Services achieved a gross margin for the quarter of 58%
compared to the previous year at -1%. For the nine-month period the comparable
numbers were 39.2% and 10%. In the directory management category, gross margin
at 20% for the quarter compares favourably with 12.1% for this quarter of the
prior year. For the nine-month period the comparable figures are 16.2% and 8.7%.
Selling, General and Administrative expenses for fiscal 3Q 2002 at $179 thousand
compared to 3Q 2001 results at $586 thousand indicates a substantial decline in
line with the rationalization of operations which has accompanied management's
push for profitability. A substantial reduction in expense has resulted from
rationalization of the operating units, the paring of non-performing operations
and significant reductions in staff.
Loss from continuing operations at $10,130 for the current quarter compares to a
loss of $485,316 for the corresponding quarter of the previous fiscal year, and
indicates that the company has essentially achieved a break-even position. For
the nine-month period, losses from continuing operations were $305,482 compared
to the same period of fiscal 2001 of $970,450. The company has significantly
restructured its operations over the last year in order to achieve profitability
and an on-going cash-positive position in it's continuing operations. The
results of the current quarter support management's belief that this objective
has been achieved.
FINANCIAL CONDITION
The Company has relied on cash flow from its operations and minimal borrowing to
fund its operating expenses. Management believes that by relying upon
anticipated cash flow from business operations, private placement offerings of
shares, and some commercial borrowing, it will meet its current commitments and
requirements for the balance of the year. Management believes that the ability
of the Company now has the ability to achieve substantial profitability in the
short term. This will be dependant primarily upon the successful operation of
its business units and their future operating results. The company has minimal
loan arrangements with commercial lending institution.
The Company continues to explore opportunities with various investors, joint
venture candidates, and prospective licensees. The Company has various pursuits
for equity funding underway for both the short and long term needs of the
Company. Management believes that current funding, as well as others in
potential private placements will assist the Company in meeting its cash needs,
but there is no guarantee.
OUTLOOK
The Company continues to feel the effects of an economic downturn in the
economy, particularly in the telecom sector. This downturn has affected growth
in demand for our products and services and forced management to turn it's focus
towards fiscal restraint, rationalization and consolidation of our operations.
With the substantial growth of the Internet and the increased volume of data
network traffic, we are focusing on the expected high growth areas of demand for
packet networking for voice, data and convergent services.
During the current economic uncertainty we have scaled down our operations and
re-organized our business units to focus on their areas of expertise. We are
also committed to meeting the market demand for network solutions that address
the needs of specific vertical markets, including but not limited to: desktop
videoconferencing; IP networking solutions for Virtual Private Networks over the
public Internet and mobile telecommunications solutions.
The Company continues to position itself to take advantage of the opportunities
for change in the telecommunications marketplace by quickly implementing market
solutions using a new generation of equipment and technology. Much of our
strategy originally hinged on the deployment of next generation technology from
leading suppliers in the industry. We have curtailed our network development
plans particularly those related to previously announced purchase agreements.
The company, in an effort to achieve profitability in the short term, has
restructured to focus on its strengths in the various telecom segments.
11
In our restructuring of the Company's operations, the focus has been on
achieving short-term profitability and cash flow self-sufficiency. The
Corporation divested itself of all interest in Telemax Communications Inc. in a
settlement with its minority shareholders in November 2001. and has announced
the launch of a new pre-paid phone card program which it will operate through
its Sound Tel Inc. subsidiary. Through Sound Tel we expect to re-establish our
market position while achieving profitability and positive cash flow.
The Company's telephone services and long-distance business is now vested in our
Symphony Networks Inc. subsidiary which is charged with rebuilding that segment
in a cash-positive mode.
We intend to continue to compete for current and future market opportunities by
using our existing portfolio of network solutions and services, by refining and
deploying the available technology to meet the specific service demands of our
target markets, and by acquiring or aligning with companies that have new,
attractive product offerings and technologies. The company has a strong network
of key distribution channels and is working to develop innovative distribution
opportunities through affinity programs.
Our ability to develop or acquire technologies, products and services to fulfill
the changing needs of our customers and address new market opportunities is
critical to our future success. To cost-effectively deploy services we have
recognised the need to have a level of proprietary technology and have been
working to that end on the development of leading edge VoIP technology and
applications for the global telecommunications marketplace.
Forward Looking Statements: Certain statements herein constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, levels of activity, performance, or
achievements to be materially different from any future results, levels of
activity, performance, or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of such terms or other comparable terminology.
Although expectations reflected in the forward-looking statements are believed
to be reasonable, there is no guarantee of future results, levels of activity,
performance, or achievements. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of such statements. The Company
does not undertake to update any of the forward-looking statements herein.
PART II-- OTHER INFORMATION
Item 1. Legal Proceedings.
On July 3, 2001 Dan Nelson issued a claim against Symphony Telecom International
Inc. (now Symphony Telecom Corp.), Comtel Communications Inc. and each of the
directors of Comtel Communications Inc. claiming unpaid wages and severance pay
of approximately $62,000.00. Mr. Nelson was hired by Symphony Telecom Inc. (now
Comtel Communications Inc.) on October 3, 2000 and accordingly it is expected
that the Claim will be dismissed as against the Company (Symphony Telecom Corp.)
in its entirety. Furthermore a counterclaim in the amount of approximately
$200,000 was issued against Mr. Nelson. Mandatory mediation achieved no result
and the matter is now set for trial scheduling court on August 7, 2002.
Item 2. Changes in Securities.
During the current quarter, we effected the following transactions in reliance
upon exemptions from registration under the Securities Act, as amended. Unless
stated otherwise; (i) that each of the persons who received these unregistered
securities had knowledge and experience in financial and business matters which
allowed them to evaluate the merits and risk of the receipt of these securities,
and that they were knowledgeable about our operations and financial condition;
(ii) no underwriter participated in, nor did we pay any commissions or fees to
any underwriter in connection with the transactions; (iii) the transactions did
not involve a public offerings; and (iv) each certificate issued for these
unregistered securities contained a legend stating that the securities have not
been registered under the Act and setting forth the restrictions on the
transferability and the sale of the securities.
12
On January 4, 2002 we issued 359,000 shares to Richard Rossi in satisfaction of
consulting services rendered under the terms of the company's Employees and
Consultants Incentive and Stock Option Plan 2001. On January 30, 2002 we issued
100,000 shares to Dynasty Consulting in satisfaction of consulting services
rendered under the terms of the company's Employees and Consultants Incentive
and Stock Option Plan 2001. On February 2, 2002 we issued 500,000 shares to
Richard Rossi, 300,000 shares to Dynasty Consulting, 2,700,000 shares to
Templeman Holdings and 1,500,000 shares to Basil Meecham in satisfaction of
consulting services rendered under the terms of the company's Employees and
Consultants Incentive and Stock Option Plan 2002. On February 8, 2002 we issued
1,000,000 shares to Le Group Option Retraite, in trust in satisfaction of
consulting services rendered under the terms of the company's Employees and
Consultants Incentive and Stock Option Plan 2002.
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters put to a vote of Security Holders in the three months
ended March 31, 2002.
Item 5. Other Information.
A Board of Directors Resolution dated November 1, 2001 approved the spin-off of
20% of American Inter-Latin Inc., a wholly owned subsidiary, to the Company's
shareholders of record November 15, 2001. One American common share and one
redeemable purchase warrant for every 20 shares of Symphony Telecom Corp.
2,043,211 common shares were distributed to the Company's shareholders. American
Inter-Latin Inc. has little activity and has become a holding company of
Canadian Inter-Latin Communications Inc. and its subsidiary (75% interest)
Canadian Inter-Continental Communications Ecuador S.A. The distribution of these
shares was completed in March, 2002.
The Company concluded an agreement on January 27, 2002 to sell 88% of its
interest in Comtel Communications Inc., along with its two wholly-owned
subsidiary companies, Communications Solutions Group, Ltd. and Mondetta
Telecommunications Corp to Masten LLC, a private Colorado company. The
transaction yielded approximately $70,000 to the company in cash and equipment
delivered. The result of this transaction is to effectively treat the sale as if
the whole company (Comtel Communications Inc.) was sold. The three companies are
no longer operating and there is no value to the remaining 12% interest held by
Symphony Telecom Corp., which is writing off its inter-company balances and
investment in Comtel.
Item 6. Exhibits and Reports on Form 8-K
No reports on form 8-K were filed during the current period.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SYMPHONY TELECOM CORP
(Registrant)
Date: June 15, 2002 /s/ Gilles A. Trahan
Gilles A. Trahan, CEO
13
