SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2000
SYMPHONY TELECOM INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
UTAH 87-0378892
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
347 Bay Street, Suite 502, Toronto, Canada M5H 2R7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 416-366-5221
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
Certain closing documents were delivered and supplied to the Company on October
1, 2000 relating to certain acquisitions undertaken, effectively, as of
September 30, 2000. These acquisitions are, unless otherwise noted, subject to
satisfaction of negotiations, closings and most importantly, that we have or
obtain the necessary financing to complete the purchases, and have working
capital for the new operations, as needed. Following is a summary, subject to
changing circumstances, further review and negotiations and other matters, of
our recent acquisition activities, including pending agreements:
North American Gateway
We have entered into an agreement to acquire North American Gateway, Inc.
(called "Gateway" in this document), an international telecommunications service
provider based in Toronto, operating worldwide as a global "Carrier's Carrier"
delivering long distance service to other telecommunications companies. This
company has primary switching facilities in Toronto, New York City, and London,
United Kingdom. Revenues for the last fiscal year were $72,000,000 (CDN--which
means Canadian currency in this document), $51,000,000 (USD--which means United
States currency in this document) on primarily voice services. These figures are
subject to audit, and so may change once audits are completed. Working with
Nortel Networks (NYSE: NT), this company has been investing extensively in their
own network infrastructure. Remote facilities are being installed, or planned,
in approximately thirty countries to deliver voice and data services. As each
remote facility is turned on, this company should gain additional revenue and
potential profitability. Gateway has projected revenues of $210,000,000 (USD)
for their next fiscal year, ending December 2000. It has relationships with
telecommunications companies around the world, which should enable our Company,
by affiliation with Gateway as a subsidiary of our Company, to enter into new
markets internationally, deploying our global data and voice services. Our
negotiations and agreements with Gateway, including closing, are pending.
Mondetta Telecommunications, Inc.
Effective July 1, 2000 (while we agreed that this would be, for all intent and
purposes, the effective date for the transaction to determine who was entitled
to receivables, and to consider adjustments, etc., we made the closing on or
about September 30, 2000), Symphony Telecom, Inc., a subsidiary of the Company,
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, with the purchase
price of $4,389,311 being satisfied by issue of 1,120,488 common shares of our
Company with each common share having attached a warrant to purchase one common
share at the price of $3, expiring September 30, 2001.The Mondetta Division will
be operated under a wholly owned subsidiary of Symphony Telecom Inc., to be
called Mondetta Communications Corp.
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Telemax Communications, Inc.
Effective July 31, 2000 (while we agreed that this would be, for all intent and
purposes, the effective date for the transaction to determine who was entitled
to receivables, and to consider adjustments, etc., we made the closing on or
about September 30, 2000), Symphony Telecom 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 customers in Canada. The purchase price of $5,380,000 was satisfied by
cash payment of $168,125 on closing, and the issuance of 1,000,000 common shares
of Symphony Telecom Inc., which are convertible, by September 30, 2005, into
common shares of Symphony Telecom International Inc. for a value representing
$2,017,500. The issuance of Symphony Telecom International Inc.'s common shares
will be restricted for the purposes of resale for a period of one year. A
further three payments of $168,125 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. Symphony Telecom Inc. is also to provide Telemax Communications
Inc. with four equal payments of $672,500 for working capital by October 30 and
December 31, 2000, and March 31 and June 30, 2001.
Directory Management America Dot Com Inc.
On August 31, 2000, our Company purchased 51% of all the shares of Directory
Management America Dot Com Inc., 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.
Linkdata Communications London Ontario Inc.
On June 29, 2000, our Company acquired all of the common shares of Linkdata
Communications London Ontario Inc., a company incorporated in Ontario, Canada,
which is a data communications company providing enterprise networking, network
security, DSL, wireless and T1 access and e-mail and virtual hosting services in
southern Ontario, Canada. The purchase price of $495,160 is to be satisfied by a
total payment of cash $270,160 (of which $141,834 was paid at closing with the
balance payable over the next 12 months), and issuing 150,000 common shares of
Symphony Telecom Inc. for a stated amount of $225,000 ($1.50 per share).
The above Agreements are subject to numerous representations, and conditions,
including payment of the balance of the purchase price.
Symphony Telecom International, Inc. is a business-to-business telecom solutions
provider dedicated to delivering all the benefits of the Next-Generation Global
Network to it's valued customers. Symphony Telecom International has positioned
itself to become North America's first international Next-Generation Telco,
leveraging emerging technologies into a coherent, sophisticated, and
user-friendly array of services that are increasingly global and a high speed
Internet that continues to evolve in quality and expand in size.
INFORMATION HEREIN CONTAINS "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY. THERE IS NO ASSURANCE THE ABOVE-DESCRIBED EVENTS WILL BE COMPLETED.
THERE CAN BE NO ASSURANCE OF THE ABILITY OF THE COMPANY TO ACHIEVE SALES GOALS,
OBTAIN CONTRACTS OR FINANCING, CONSUMMATE ACQUISITIONS OR ACHIEVE PROFITABILITY
IN THE FUTURE.
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Item 7 Financial Statements and Exhibits
Audited financial statements for the acquisitions will be filed by amendment.
Any other included financial statements with this filing, unless noted as
audited, are unaudited, and therefore subject to change once audits are
completed.
Exhibits:
Index Item
2.1 Share Purchase Agreement for Telemax Communication
2.2 Share Purchase Agreement for Telemax Communication 2
2.3 Share Purchase Warrant for Telemax Communications
2.4 Share Purchase Warrant for Ali Vakili
2.5 Share Purchase Warrant for Manucher Missaghie
2.6 Share Purchase Warrant for Farshid Missaghi
2.7 Share Exchange Agreement
2.8 Promissory Note
2.9 Telemax Unaudited Financial Statements
2.10 Directory Management America.Com Agreement
2.11 North American Gateway, Inc. Agreement
2.12 Linkdata Agreement
2.13 Mondetta Telecommunications Inc. Agreement
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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.
SYMPHONY TELECOM INTERNATIONAL, INC. (Registrant)
By: /s/ Gilles A. Trahan , C.E.O.
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Gilles A. Trahan
(Principal Executive Officer)
By: /s/ Gilles A. Trahan, Chief Financial Officer
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Gilles A. Trahan
(Principal Financial Officer)
Date: 010/13/2000