1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to _________ Commission file Number 0-29275 EAGLETECH COMMUNICATIONS, INC. (Name of Small Business Issuer in its charter) Nevada 13-4020694 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 305 South Andrews Avenue, Fort Lauderdale, Florida 33301 (Address of principal executive offices) (Zip code) Issuer's telephone number: (954) 462-1494 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 12, 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: 10,346,573 Shares of Common Stock Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X] 1 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. EAGLETECH COMMUNICATIONS, INC. (a development stage company) BALANCE SHEET SEPTEMBER 30, 2000 ASSETS Current assets: Cash and cash equivalents $ 584,042 Prepaid insurance 39,284 ------------ Total current assets 623,326 ------------ Property and equipment 672,370 Less accumulated deprecation (87,342) ------------ 585,028 ------------ Patents, net 20,806 ------------ $ 1,229,160 ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 7,431 Stock dividend payable 78,247 Prepaid interest 32,000 Judgments payable 24,638 ------------ Total current liabilities 142,316 ------------ Long term-portion of prepaid interest 20,000 ------------ Stockholders' equity : Series A convertible preferred stock, $.01 par value, 10,000,000 shares authorized; 321,389 shares issued and outstanding 3,214 Common stock, $.0001 par value, 100,000,000 shares authorized; 10,346,573 shares issued and outstanding 1,035 Additional paid-in capital 14,082,950 Deferred compensation (69,253) Preferred stock receivable (400,000) Deficit accumulated during the development stage (12,551,102) ------------ Stockholders' equity 1,066,844 ------------ $ 1,229,160 ============ The accompanying notes are an integral part of these financial statements. Page 2 3 EAGLETECH COMMUNICATIONS, INC. (a development stage company) STATEMENTS OF OPERATIONS December 20, 1996 Three months ended Six months ended Inception September 30, September 30, to September 30, 2000 1999 2000 1999 2000 ------------ ------------ ------------ ----------- ------------ Sales $ -- $ -- $ -- $ -- $ -- Operating expenses: Selling, general and administrative 621,948 8,257,188 1,466,326 8,771,120 2,788,225 Research and development 28,786 -- 56,857 -- 208,266 Stock issued for services -- 7,543,768 -- -- 9,500,388 ------------ ------------ ------------ ----------- ------------ Total operating expenses 650,734 15,800,956 1,523,183 8,771,120 12,496,879 ------------ ------------ ------------ ----------- ------------ Loss from operations (650,734) (15,800,956) (1,523,183) (8,771,120) (12,496,879) ------------ ------------ ------------ ----------- ------------ Other income (expense): Interest expense (616) (1,034) (1,232) (5,071) (35,943) Interest income 20,953 5,081 35,413 5,081 50,453 Gain on settlement of judgments -- -- -- -- 32,476 Loss on disposal of property and equipment -- -- -- -- (22,962) ------------ ------------ ------------ ----------- ------------ Total other income (expense) 20,337 4,047 34,181 10 24,024 ------------ ------------ ------------ ----------- ------------ Net loss (630,397) (15,796,909) (1,489,002) (8,771,110) (12,472,855) Preferred stock dividends (78,247) -- (78,247) -- (78,247) ------------ ------------ ------------ ----------- ------------ Net loss available to common stockholders $ (708,644) $(15,796,909) $ (1,567,249) $(8,771,110) $(12,551,102) ============ ============ ============ =========== ============ Loss per share, basic and diluted $ (0.07) $ (2.61) $ (0.15) $ (1.45) ============ ============ =========== ============ Weighted averages shares outstanding 10,346,573 6,050,308 10,344,879 6,042,984 ============ ============ =========== ============ The accompanying notes are an integral part of these financial statements. Page 3 4 EAGLETECH COMMUNICATIONS, INC. (a development stage company) STATEMENTS OF CHANGES TO STOCKHOLDERS' EQUITY Series A preferred stock Common stock ---------------- ------------ Paid-in Shares Amount Shares Amount capital ------ ------ ------ ------ ------- Issuance of stock, December 20, 1996 -- $ -- 4,882,401 $ 488 $ (486) ------ ------ ---------- ------ ----------- Net loss for year ended March 31, 1997 -- -- -- -- -- ------ ------ ---------- ------ ----------- Balance, March 31, 1997 -- -- 4,882,401 488 (486) Net loss for year ended March 31, 1998 -- -- -- -- -- ------ ------ ---------- ------ ----------- Balance, March 31, 1998 -- -- 4,882,401 488 (486) Net loss for year ended March 31, 1999 -- -- -- -- -- ------ ------ ---------- ------ ----------- Balance, March 31, 1999 -- -- 4,882,401 488 (486) Recapitalization -- -- 903,450 90 68 Sale of common stock -- -- 3,455,833 345 1,750,655 Issuance of stock for compensation -- -- 735,402 74 6,281,819 Issuance of stock options -- -- 1,162,500 Issuance of stock for services -- -- 240,000 24 2,609,976 Notes converted to common stock -- -- 117,599 12 88,188 Issuance of stock for settlement of liabilities -- -- 6,888 1 19,999 Contribution of interest -- -- -- -- 25,091 Net loss for the year ended March 31, 2000 -- -- -- -- -- ------ ------ ---------- ------ ----------- Balance, March 31, 2000 -- $ -- 10,341,573 $1,034 $11,937,810 ------ ------ ---------- ------ ----------- Deficit accumulated Preferred during the Deferred stock development compensation receivable stage Total ------------ ---------- ----- ----- Issuance of stock, December 20, 1996 $ -- $ -- $ -- $ 2 ---------- -------- ------------ ------------ Net loss for year ended March 31, 1997 -- -- (98,010) (98,010) ---------- -------- ------------ ------------ Balance, March 31, 1997 -- -- (98,010) (98,008) Net loss for year ended March 31, 1998 -- -- (136,292) (136,292) ---------- -------- ------------ ------------ Balance, March 31, 1998 -- -- (234,302) (234,300) Net loss for year ended March 31, 1999 -- -- (57,481) (57,481) ---------- -------- ------------ ------------ Balance, March 31, 1999 -- -- (291,783) (291,781) Recapitalization -- -- -- 158 Sale of common stock -- -- -- 1,751,000 Issuance of stock for compensation -- -- -- 6,281,893 Issuance of stock options (554,004) -- -- 608,496 Issuance of stock for services -- -- -- 2,610,000 Notes converted to common stock -- -- -- 88,200 Issuance of stock for settlement of liabilities -- -- -- 20,000 Contribution of interest -- -- -- 25,091 Net loss for the year ended March 31, 2000 -- -- (10,692,070) (10,692,070) ---------- -------- ------------ ------------ Balance, March 31, 2000 $ (554,004) $ -- $(10,983,853) $ 400,987 ---------- -------- ------------ ------------ The accompanying notes are an integral part of these financial statements. Page 4 5 EAGLETECH COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES TO STOCKHOLDERS' EQUITY Series A preferred stock Common stock ------------------ ------------ Paid-in Shares Amount Shares Amount capital ------ ------ ------ ------ ------- Sale of Series A preferred stock 321,389 $3,214.00 -- $ -- $ 1,963,101 Issuance of stock for settlement of liabilities -- -- 5,000 1 30,937 Amortization of deferred compensation -- -- -- -- -- Amortization of preferred stock warrants -- -- -- -- 151,102 Net loss for the period ended September 30, 2000 -- -- -- -- -- ------- --------- ---------- ------ ----------- Balance, September 30, 2000 321,389 $ 3,214 10,346,573 $1,035 $14,082,950 ======= ========= ========== ====== =========== Deficit accumulated Preferred during the Deferred stock development compensation receivable stage Total ------------ ---------- ----- ----- Sale of Series A preferred stock $ -- $(400,000) $ -- $1,566,315.00 Issuance of stock for settlement of liabilities -- -- -- 30,938 Amortization of deferred compensation 484,751 -- -- 484,751 Amortization of preferred stock warrants -- -- -- 151,102 Net loss for the period ended September 30, 2000 -- -- (1,567,249) (1,567,249) --------- --------- ------------ ------------- Balance, September 30, 2000 $ (69,253) $(400,000) $(12,551,102) $ 1,066,844 ========= ========= ============ ============= The accompanying notes are an integral part of these financial statements. Page 5 6 EAGLETECH COMMUNICATIONS, INC., (a development stage company) STATEMENTS OF CASH FLOWS December 20, 1996 (inception) Six months ended September 30, September 30, 2000 1999 2000 ----------- ----------- ------------ Cash flows from operating activities: Net loss $(1,567,249) $(8,771,110) $(12,551,102) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 57,921 3,622 94,377 Amortization of deferred compensation 484,751 -- 484,751 Issuance of stock for services and compensation 30,938 8,006,893 8,922,831 Issuance of stock options to purchase common stock -- -- 608,496 Amortization of value of preferred stock warrants 151,102 -- 151,102 Preferred stock dividend 78,247 -- 78,247 Start up expense -- 204,000 20,160 Loss on disposal of property and equipment -- -- 22,962 Changes in operating assets and liabilities: (Increase) decrease in prepaid insurance (39,284) -- (39,284) Increase (decrease) in accounts payable and accrued expenses (42,689) (14,527) 32,519 Increase (decrease) in other assets -- (7,208) 24,638 ----------- ----------- ------------ Net cash used in operating activities (846,263) (578,330) (2,150,303) ----------- ----------- ------------ Cash flows from investing activities: Patents (5,649) -- (21,190) Purchases of property and equipment (421,355) (147,476) (701,983) ----------- ----------- ------------ Net cash used in investing activities $ (427,004) $ (147,476) $ (723,173) ----------- ----------- ------------ The accompanying notes are an integral part of these financial statements. Page 6 7 EAGLETECH COMMUNICATIONS, INC., (a development stage company) STATEMENTS OF CASH FLOWS December 20, 1996 Six months ended (inception) September 30, to September 30, 2000 1999 2000 ---------- ----------- ----------- Proceeds from debt $ -- $ -- $ 176,330 Proceeds from sale of preferred stock 1,618,315 -- 1,618,315 Proceeds from sale of stock -- 1,261,000 1,751,000 Payments on related party notes -- (54,225) (88,127) ---------- ----------- ----------- Net cash provided by financing activities 1,618,315 1,206,775 3,457,518 ---------- ----------- ----------- Net increase in cash and cash equivalents: 345,048 480,969 584,042 ---------- ----------- ----------- Cash and cash equivalents, beginning of period 238,994 -- -- ---------- ----------- ----------- Cash and cash equivalents, end of period $ 584,042 $ 480,969 $ 584,042 ========== =========== =========== Supplemental disclosure of cash flow information: Cash paid for interest during the period $ -- $ -- $ -- ========== =========== =========== Cash paid for income taxes during the period $ -- $ -- $ -- ========== =========== =========== Schedule of noncash investing and financing activities: Interest on convertible and related party notes contributed to additional paid-in capital $ -- $ 12,138 $ 25,091 ========== =========== =========== Issuance of common stock to settle liabilities $ 30,938 $ 25,000 $ 50,938 ========== =========== =========== The accompanying notes are an integral part of these financial statements. Page 7 8 EAGLETECH COMMUNICATIONS, INC., (A DEVELOPMENT STAGE COMPANY) SELECTED NOTES TO FINANCIAL STATEMENTS 1. UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying financial statements of the Company for the six months ended September 30, 2000 and 1999, and for the period from December 20, 1996 (inception) to September 30, 2000, are unaudited, but, in the opinion of management, reflect the adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of these financial statements in accordance with generally accepted accounting principles. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expense during the reporting period. Actual results could differ from those estimates. The results of operations for an interim period are not necessarily indicative of the results for a full year. The interim unaudited financial statements should be read in conjunction with the financials statements and notes for the year ended March 31, 2000 filed as part of the Company's Form 10-KSB. 2. SALE OF SECURITIES The following equity transactions occurred subsequent to the Company's year-end on March 31, 2000. On May 19, 2000, the Company completed a private placement of 321,389 shares of Series A convertible preferred stock for $1,556,315, net of expenses. The preferred shares may be converted at any time, at the option of the holder, into common stock of the Company. The conversion price is the lesser of the purchase price ($6.70 per share) or 80% of the average of the lowest three closing prices during the twenty trading days prior to conversion. If the conversion price at the time of any conversion is less than $5.00, then at the option of the Company, the preferred stock may be redeemed by the Company at a price equal to 120% of the purchase price. The preferred stock is entitled to a 10% annual dividend. The dividend will be payable in cash or in common stock. In addition, the preferred stockholders received 1.2 warrants for each share of preferred stock purchased. The warrants entitle the holders to purchase common stock at $6.70 per share at any time until May 19, 2003. The warrants have been valued at $3.23 per warrant or a total of $1,247,257 using the Black-Scholes formula. As of September 30, 2000, $151,102 has been expensed for warrants and paid-in capital has increased the same amount. Page 8 9 EAGLETECH COMMUNICATIONS, INC., (A DEVELOPMENT STAGE COMPANY) SELECTED NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SALE OF SECURITIES (CONTINUED) In connection with this transaction, the Company received notes from two preferred stockholders totaling $400,000. The notes are secured by the preferred shares, are due May 16, 2002, and bear an interest rate of 8%. The preferred stockholders prepaid interest of $64,000 for the two-year period. Interest income of $12,000 has been recorded through September 30, 2000. On June 1, 2000, the Company issued 5,000 shares of common stock as settlement of a liability. The shares were valued at the closing market price on June 1, 2000, for a total of $30,938. On September 11, 2000, the Company issued 199,998 shares of common stock to an existing stockholder. These shares had not been issued by the transfer agent in connection with the Company's reverse stock split in 1999. The prior year's financial statements have been restated for this error. The result had no effect on the loss for the year ended March 31, 2000. Page 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. PLAN OF OPERATIONS This Plan of Operations may be deemed to include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risk and uncertainty, including financial, regulatory environment and trend projections, estimated costs to complete or possible future revenues from the Company's expansion plans, the likelihood of successful completion of such plans, as well as any statements preceded by, followed by, or that include the words "intends," "estimates," "believes," "expects," "anticipates," "should," "could," or similar expressions; and other statements contained herein regarding matters that are not historical facts. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. The important factors that could cause actual results to differ materially from those in the forward-looking statements below (the "Cautionary Statements") include, without limitation: (1) the ability of the Company to continue its national rollout of its service bureaus; (2) the ability of the Company to market its suite of telecommunications connectivity services to small and medium size businesses in its service areas; (3) the effects of vigorous competition in the markets in which the Company operates; (4) the impact of technological change on the Company's businesses, new entrants and alternative technologies in the Company's business; (5) regulatory risks, including the impact of the Telecommunications Act of 1996; (6) the impact of competitive services and pricing; (7) risks associated with debt service requirements and interest rate fluctuations; and (8) other risks referenced from time to time in the Company's filings with the SEC, including the Form 10-KSB for the year ended March 31, 2000. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The following discussion and analysis relates to the financial condition and results of operations of the Company for the three and six months ended September 30, 2000, and 1999. The information should be read in conjunction with the "Plan of Operations" and consolidated financial statements and notes thereto contained herein and in the Form 10-KSB for the year ended March 31, 2000. Over the next twelve months, Eagletech intends to continue to rollout its EagleOne(TM) service bureau product throughout the Southeastern United States. Eagletech believes that such an 2 11 expansion will require substantial investment in equipment and administrative personnel. Eagletech will continue to outsource marketing, technical assistance and manufacturing. Because Eagletech has its equipment manufactured by a third party under a fixed-cost contract, Eagletech can estimate the cost of producing new service bureaus. Eagletech must negotiate with local telephone service providers to site equipment. Eagletech has received a patent (Patent No. 6,058,180) from the United States Patent and Trademark Office ("USPTO") for its core technology that allows the use of one telephone line for "One Number, Follow Me" service. On October 11, 2000, Eagletech received a Notice of Allowance from the USPTO on an additional utility patent covering its technology. Although Eagletech intends to continually update and refine its products and services to increase customer satisfaction, Eagletech does not need additional research and development to operate its existing and planned service bureaus. REVENUES The Company has not had any revenues from operations during this period. The Company believes that this is due to the unanticipated difficulty the Company has encountered in introducing a new type of service to its target market. The Company expects to begin generating revenues beginning in November 2000 for services provided beginning in October 2000. LIQUIDITY AND CAPITAL RESOURCES At the end of the quarter ended September 30, 2000, Eagletech had cash resources of $584,042 and no long-term debt or currently due debt, except for normal trade payables. At the end of the quarter ended September 30, 2000, Eagletech has accrued $78,247 in dividends payable on its Series A Preferred Stock, which is payable annually. The cash on hand represents the remaining proceeds of the Company's private placement that closed on May 19, 2000. Based on Eagletech's existing expenses, this is sufficient capital for six months of operations if Eagletech generated no revenues from operations and raised no additional funds. Eagletech expects to begin to receive cash flow from operations beginning in November 2000. On this basis, if Eagletech did not expand beyond its present size, Eagletech believes it could operate on a profitable basis, but Eagletech's expansion beyond its present market would be extremely slow. By the end of September, 2000, Eagletech finished installing the equipment necessary to establish EagleOne(TM) service bureaus in the Atlanta, Georgia and Charlotte, North Carolina markets. Eagletech has already purchased the equipment necessary to service these markets with the proceeds of its private placement that closed on May 19, 2000. Eagletech plans to greatly expand its operations and is in negotiations with two sources of additional financing to raise approximately $2,000,000 through the sale of additional equity to fund the national roll-out of the EagleOne(TM) service bureau product. Eagletech believes that this additional funding will allow us to expand the EagleOne(TM) service bureau product to an additional eight to ten markets within the nine state BellSouth service area. Of this funding, approximately $800,000 will be used for purchase of equipment, $400,000 for marketing and $800,000 for general working capital. Eagletech may need to hire additional administrative and customer service personnel as part of this expansion. 3 12 COMPETITION Eagletech competes with a variety of companies that provide some type of message services. There are a number of turnkey voice mail systems available on the market, the majority featuring expensive, high density equipment focused on larger businesses. There are also several excellent software products on the market but require programming experience and are aimed at developers and not end users. Eagletech's competitors include voice mail service bureaus, which are typically local paging companies that offers basic voice mail/pager notification mailboxes at bargain prices but without advanced features. These services require the user to call in for voice mail messages and do not automatically connect calls. AT&T, MCI and MCI-WorldCom offer "One Number- Follow Me" service bureaus, but they require the caller to enter a PIN number and are sold as measured rate service -- $0.27 peak to $0.15 off peak per minute. Inexpensive local flat rate service of the type provided by Eagletech is not available. These services are similar in that the system accepts the call, places the caller on hold and then opens a second line to call the subscriber. If that call does not connect, the system opens another line to try a second number, and so on. Once the parties are connected, the call remains routed through the system hardware until the call is completed, tying up available lines. In contrast, Eagletech's proprietary technology uses only one line for both the incoming and outgoing call and, once the parties are connected, the system is able to free-up that line for the next call. In this way, Eagletech believes that its system makes much more efficient use of available telephone lines and thus Eagletech is able to provide its services for one flat rate per month of $24.95. Eagletech most direct competitor is Linx Communications. Founded in 1996 as a distributor for the Wildfire product line, Linx is now a national communications service provider offering businesses and consumers local and toll-free access to a number of communications products and services through the telephone or Internet. Linx offers customizable unified communication services that allow individuals to connect to important callers and gives them access to messages with one local or toll free phone number or Internet connection. Linx makes its users accessible through a single number (local or toll-free) and provides a single point of access, through the telephone or the Internet, for all voice messages, faxes and email. When a caller dials a user's LinxConnect number, the system rings up to three user-specified numbers simultaneously and announces the caller. The user can choose to take the call, send it to voice mail, or transfer the call to a colleague. For faxes, users can send an incoming fax to specified machines or hold it in queue for printing later. There are several important differences between the EagleOne and LinxConnect. LinxConnect rings three numbers simultaneously while EagleOne rings them in sequence. The LinxConnect configuration requires the use of multiple lines at the same time, thereby limiting the number of subscribers possible per switch to less than the 300 possible under Eagletech's system, where only two lines are used. EagleOne's proprietary switching configuration permits at least 1500 subscribers per switch, thereby insuring a substantial cost advantage to Eagletech in providing these unifying message services. Further, the LinxConnect service includes a measured meter rate component for long 4 13 distance calls that may result in the user paying more per minute than under his or her current long distance provider. EagleOne's patented proprietary technology provides Eagletech with a competitive advantage while providing the customer with a fixed rate solution. GOVERNMENT REGULATIONS The Telecommunications Act of 1996 was enacted to foster competition in the telecommunications industry. Under the act, Eagletech is considered an Exempt Telecommunications Company (an "Information Service Provider" or "ISP") because it is in the business of providing telecommunications services using facilities and services of a regulated telecommunications carrier. As an ISP, Eagletech is not required to pay access fees, as compared to a "carrier" which is required to pay access fees to the local exchange carriers. The FCC is currently reviewing the issue of access fee reform and has taken the position that ISP should remain free from access fees. Eagletech has 5 full time employees and operates one facility at 305 South Andrews Avenue, Fort Lauderdale, Florida used as the principal corporate office and the site of its initial service bureau. Eagletech also leases space for its Atlanta and Charlotte, North Carolina service bureaus. Eagletech has significant capital needs, which to date Eagletech has met through private sales of its equity and loans. Eagletech will continue to need substantial infusions of capital, which it expects to continue to fund primarily from private sales of its equity and loans, or by a public offering of its equity or debt securities. Eagletech is in negotiations with two sources of additional financing to raise approximately $2,000,000 through the sale of equity to fund the national rollout of the EagleOne(TM) service bureau product. Eagletech believes that this additional funding will allow us to expand the EagleOne(TM) service bureau product to an additional six to eight markets in the nine state BellSouth service area, beyond the three markets where Eagletech has service bureaus. Of this possible funding, approximately $800,000 will be used for purchase of equipment, $400,000 for marketing and $800,000 for general working capital. Eagletech may need to hire additional administrative and customer service personnel as part of this expansion. PART II-OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not Applicable. ITEM 2. CHANGES IN SECURITIES. On September 11, 2000, the Company issued 199,998 shares of common stock to an existing stockholder, which represented shares that should have been issued to that stockholder after the Company's reverse stock split in 1999, but which were issued prior to the reverse stock split due to an error by the transfer agent. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 5 14 Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit No (3) Articles of Incorporation and Bylaws 3.1 Articles of Incorporation+ 3.1(a) Amendment to Articles of Incorporation# 3.2 Bylaws+ (4) Instruments Defining Rights of Holders 4.1 Form of Warrant# (10) Material Contracts 10.1 Consulting Agreement with LBC Capital, Inc.+ 10.2 Services Agreement with BellSouth Telecommunications, Inc.+ 10.3 Employment Agreement with Robert J. Dobbs+ 10.4 Employment Agreement with Rodney Young+ 10.5 Employment Agreement with Robert Bergman+ 10.6 Form of Securities Purchase Agreement# 10.7 Form of Registration Rights Agreement# (21) Subsidiaries of the Registrant 21.1 Subsidiaries of the Registrant+ (27) Financial Data Schedule 27.1 Financial Data Schedule++ - -------- + Filed with the Company's initial filing on Form 10-SB filed February 1, 2000. ++ Filed herewith # Filed with the Company's Form 8-K on June 2, 2000. 6 15 REPORTS ON FORM 8-K Not applicable. 7 16 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf of the undersigned, thereunto duly authorized. EAGLETECH COMMUNICATIONS, INC. ------------------------------ (Registrant) Date: 11/10/2000 /S/ ROBERT J. DOBBS, JR. ------------------- --------------------------------- Robert J. Dobbs, Jr. President and Chief Executive Officer