1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 19, 1996
LONG DISTANCE DIRECT HOLDINGS, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-26019-LA 33-0323376
- -------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1 Blue Hill Plaza, Pearl River, New York 10965
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 620-0765
2
OTHER EVENTS
Long Distance Direct Holdings, Inc. (the "Company") sold 15.5
Units (each Unit consisting of 5,000 shares of Common Stock) at
a price of $16,500 per Unit to accredited investors (as such
term is defined in Rule 501 of Regulation D) in an offering that
terminated on November 18, 1996 (the "Offering"). The Offering
was made on behalf of the Company by Capital Growth
International L.L.C. as placement agent. The Offering was made
in reliance on Rule 506 of Regulation D promulgated under the
Securities Act of 1933. The Company has issued warrants to the
placement agent (the "Agent's Warrants"), as a portion of the
compensation payable to the placement agent in connection with
the Offering, to purchase, at a price of $3.30 per share, up to
30,706 shares of the Company's Common Stock for a period of two
years. The holders of the Agent's Warrants have been granted
registration rights with respect to the shares of Common Stock
issuable upon exercise of the Agent's Warrants.
The Registrant also sold 540,000 shares of its Common Stock at a
price of $2.50 per share to an accredited investor in November,
1996. The shares were offered and sold by the Company's
management who did not receive any commission for their efforts.
The shares were offered and sold in reliance on Rule 506 of
Regulation D.
The registrant hereby amends Item 7 of its 8K Report for December 19, 1996 as
follows:
ITEM. 7. FINANCIAL STATEMENTS
The unaudited financial statements of the Company as at November 30,
1996 and for the eleven months then ended are attached hereto and filed as a
part of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 13, 1997 LONG DISTANCE DIRECT HOLDINGS, INC.
By:/s/ Steven Lampert
-----------------------------------
Steven Lampert, President
3
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
30-Nov
-----------
1996
-----------
ASSETS (unaudited)
CURRENT ASSETS
Cash $2,201,497
Accounts receivable (net of allowance for
doubtful accounts of $311,218) 1,376,326
Other current assets 492,244
-----------
Total Current Assets 4,070,067
-----------
PROPERTY AND EQUIPMENT
Furniture and equipment 58,849
Computer equipment and software 259,543
Leasehold improvements 38,720
-----------
357,112
Less: accumulated depreciation 188,941
-----------
168,171
-----------
OTHER ASSETS 51,648
4,289,886
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - current --
Accounts payable 2,032,445
Accrued expenses 313,032
Sales and excise taxes payable 474,018
Loans payable - officers 769
-----------
Total Current Liabilities 2,820,264
-----------
STOCKHOLDERS' EQUITY
Common stock - par value $.001 per share;
authorized 30,000,000 shares; issued
and outstanding 6,522,827 shares 6,523
Additional paid in capital 8,343,000
Accumulated deficit (6,879,901)
-----------
1,469,622
Less: Subscriptions receivable 0
-----------
Total Stockholders' Equity 1,469,622
-----------
$4,289,886
===========
4
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
YEAR TO DATE
------------
11/30/96
------------
REVENUES $ 5,027,265
CUSTOMER REBATES AND REFUNDS 21,418
-----------
NET REVENUES 5,005,847
COST OF SERVICES 3,518,840
-----------
Gross Profit 1,487,007
-----------
OPERATING EXPENSES
Sales and marketing 524,702
General and administrative 2,507,928
-----------
Total Operating Expenses 3,032,630
-----------
LOSS FROM OPERATIONS (1,545,623)
OTHER EXPENSES (INCOME)
Interest expense (non-cash) 674,614
Interest income (5,888)
-----------
Total Other Expenses (Income) 668,726
-----------
NET LOSS (2,214,349)
===========
NET LOSS PER SHARE (0.52)
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
ELEVEN MONTHS
ENDED
30 NOV 96
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,214,349)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 59,739
Amortization of note discount 0
Imputed interest on personal guarantee 0
Financing expenses 0
Provision for doubtful accounts 212,060
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (420,492)
(Increase) decrease in other current assets (399,015)
(Increase) decrease in other assets 10,141
Increase (decrease) in accounts payable (337,636)
Increase (decrease) in accrued expenses (328,536)
Increase (decrease) in sales and excise
taxes payable (229,125)
-------------
Total Adjustments to Net Loss (1,432,864)
-------------
Net Cash Used in Operating Activities (3,647,213)
-------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of property and equipment (66,772)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (payment) of notes payable (1,165,000)
Proceeds (payment) of related party loans (73,475)
Proceeds from private placement-net of
related costs 6,946,291
-------------
Net Cash Provided by Financing Activities 5,707,816
-------------
NET INCREASE (DECREASE) IN CASH 1,993,831
-------------
CASH-Beginning of Period 207,666
CASH-End of Period $2,201,497
6
LONG DISTANCE DIRECT HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
AS AT 11/30/96
COMMON PAID IN ACCUMULATED
# OF SHARES STOCK CAPITAL DEFICIT
----------- ------- --------- -----------
$ $ $
BALANCE AT 12/31/95 3,797,835 3,798 1,429,434 (4,665,551)
STOCK ISSUED FOR CASH 1,900,218 1,899 5,936,216
STOCK ISSUED FOR DEBT CONVERSION 458,182 459 1,349,541
STOCK ISSUED - OTHER 366,592 367 653,055
PRIVATE PLACEMENT COSTS (1,025,246)
YEAR-TO-DATE LOSS 11/30/96 (2,214,349)
BALANCE AT 11/30/96 6,522,827 6,523 8,343,000 (6,879,900)