1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________.
Commission file number: 0-27249
ENCORE WIRELESS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0284731
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2900 Townsgate Road, Suite 200, Westlake Village, CA 91361
- ---------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(818) 889-9925
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- ------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 8,660,424 shares of common stock, par value $0.001, as of March 31,
1999.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB pursuant to the
rules and regulations of the Securities and Exchange Commission and,
therefore, do not include all information and footnotes necessary for a
complete presentation of the financial position, results of operations, cash
flows, and stockholders' equity (deficit) in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.
The unaudited consolidated balance sheet of the Company as of March 31,
2000; the related unaudited consolidated statements of operations for the
three month period ended March 31, 2000 and the period September 23, 1999
(inception) through March 31, 2000; and the related unaudited consolidated
statements of stockholders' deficit and cash flows for the period September
23, 1999 (inception) through March 31, 2000; are attached hereto and
incorporated herein by this reference.
Operating results for the three month period ended March 31, 2000 and for
the period September 23, 1999 (inception) through March 31, 2000 are not
necessarily indicative of the results that can be expected for the period
September 23, 1999 (inception) through June 30, 2000.
3
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
March 31, 2000
(Unaudited)
ASSETS
------
CURRENT ASSETS
Cash $ 62,235
------------
Total Current Assets 62,235
------------
PROPERTY AND EQUIPMENT
Computer and office equipment 26,286
Less: accumulated depreciation (2,691)
------------
Total Property and Equipment 23,595
------------
OTHER ASSETS
Intangible assets, less amortization of $1,759 33,411
------------
TOTAL ASSETS $ 119,241
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable 73,960
Accrued liabilities 2,555
Customer deposits 1,050
Accrued compensation 32,600
Accrued payroll taxes 3,774
Accrued interest payable 15,140
Line of credit to stockholder 183,329
Notes payable to stockholders 100,000
------------
Total Current Liabilities 412,408
------------
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001,
5,000,000 shares authorized, no shares
issued and outstanding -
Common stock, par value $0.001, 45,000,000
shares authorized, 8,660,424 shares
issued and outstanding 8,660
Additional paid-in capital 2,663,983
Deficit accumulated during the
development stage (2,965,810)
------------
Total Stockholders' Deficit (293,167)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 119,241
============
The accompanying notes are an integral part of this consolidated financial
statement.
4
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
For the Three For the period
Months Ended September 23, 1999
March 31, (Inception) through
2000 March 31, 2000
------------- -----------------
REVENUES $ - $ -
------------- -----------------
EXPENSES
Selling and marketing 54,325 55,710
General and administrative 209,655 332,588
Research and development 46,463 81,736
Depreciation and amortization 2,955 4,450
Consulting expense for stock options 461,729 1,879,551
Compensation expense for stock options 37,500 262,500
------------- -----------------
Total Expenses 812,627 2,616,535
------------- -----------------
LOSS BEFORE OTHER INCOME (EXPENSES) (812,627) (2,616,535)
------------- -----------------
OTHER INCOME (EXPENSES)
Interest recognized on beneficial
conversion feature (286,514) (286,514)
Interest for stock options (46,200) (46,200)
Interest expense (15,620) (17,960)
Interest income 4 421
Other Income 978 978
------------- -----------------
Total Other Income (Expenses) (347,352) (349,275)
------------- -----------------
NET LOSS $ (1,159,979) $ (2,965,810)
============= =================
LOSS PER SHARE $ (0.13) $ (0.39)
============= =================
WEIGHTED AVERAGE NUMBER OF SHARES 8,660,424 7,657,754
============= =================
The accompanying notes are an integral part of these consolidated financial
statements.
5
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
For the period September 23, 1999 (Inception) through March 31, 2000
(Unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
---------------------- paid-in Development Stockholders'
Number Amount capital Stage Deficit
---------- ---------- ---------- ----------- ----------
Balance at
September 23, 1999 1,000 $ 1 $ 1,759 $ - $ 1,760
Recapitalization
of Company 8,659,424 8,659 187,459 - 196,118
Issuance of stock options
for services - - 1,879,551 - 1,879,551
Issuance of stock options
in lieu of interest - - 46,200 - 46,200
Interest recognized on
beneficial conversion
feature on line-of-credit
and notes payable to
stockholders - - 286,514 - 286,514
Issuance of stock options
for compensation - - 262,500 - 262,500
Net loss - - - (2,965,810) (2,965,810)
---------- ---------- ----------- ----------- -----------
Balance at March 31, 2000 8,660,424 $ 8,660 $ 2,663,983 $ (2,965,810) $ (293,167)
========== ========== =========== =========== ===========
The accompanying notes are an integral part of this consolidated financial
statement.
6
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the period September 23, 1999 (Inception) through March 31, 2000
(Unaudited)
Increase (decrease) in cash
Cash flows from operating activities
Net loss $ (2,965,810)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 4,450
Consulting expense for stock options 1,879,551
Interest expense recognized on beneficial
conversion feature 286,514
Compensation expense for stock options 262,500
Interest for stock options 46,200
Changes in assets and liabilities
Accounts payable 73,880
Accrued liabilities 55,119
-----------
Net cash used in operating activities (357,596)
-----------
Cash flows from investing activities
Purchase of property and equipment (26,286)
Patent costs (35,170)
-----------
Net cash used in investing activities (61,456)
-----------
Cash flows from financing activities
Proceeds from draws on line of credit 183,329
Proceeds from the issuance of notes payable to stockholders 100,000
Proceeds from the issuance of note from affiliate 30,000
Stock subscriptions received 169,000
Principal payment on notes payable to stockholders (3,417)
Cash obtained in reverse merger 615
Stock issued for cash 1,760
-----------
Net cash provided by financing activities 481,287
-----------
Net increase in cash 62,235
Cash at beginning of period -
-----------
Cash at end of period $ 62,235
===========
The accompanying notes are an integral part of this consolidated financial
statement.
7
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
March 31, 2000
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company, without audit, has prepared the accompanying consolidated
financial statements. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
consolidated financial position, results of operations and cash flows at March
31, 2000 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's audited
financial statements included in its Form 10-QSB for the quarter ended
September 30, 1999. The results of operations for the periods ended March 31,
2000 are not necessarily indicative of the operating results expected for the
period September 23, 1999 (inception) through June 30, 2000.
NOTE 2 - CHANGE OF CORPORATE DOMICILE AND OTHER CORPORATE MATTERS
On October 15, 1999, the shareholders of EZConnect, Inc. effected a 1-for-2.5
reverse split in the issued and outstanding shares of EZConnect, Inc.'s common
stock. This transaction has been retroactively reflected in these financial
statements. EZConnect, Inc., with the approval of its shareholders, also
changed its corporate domicile from Utah to Nevada and in connection with this
action changed the name of the Company from Diversified Industries, Inc. to
EZConnect, Inc. and modified certain other provisions of the Company's
governing instruments by merging it into a new Nevada corporation created for
the purpose of changing its corporate domicile. At the time of the change of
corporate domicile, the Company changed its authorized shares of common stock
to 45,000,000 shares, and its par value to $.001, and authorized 5,000,000
shares of preferred stock at a $.001 par value.
NOTE 3 - BUSINESS COMBINATION
On September 27, 1999, the Company and EZConnect USA, Inc. entered into an
Agreement and Plan of Reorganization which was approved by a majority of the
Company's shareholders at a special meeting held October 15, 1999. EZConnect
USA, Inc. is a Utah Corporation which was newly formed on September 23, 1999,
to engage in the remote establishment and disconnection of utility services
and is a development stage company.
The Acquisition agreement provided that EZConnect, Inc. acquire all the issued
and outstanding shares of EZConnect USA, Inc. shares of common stock held by
its shareholders in exchange for 6,075,000 shares of EZConnect, Inc. common
stock and after the transaction was completed EZConnect USA, Inc. became a
wholly owned subsidiary of EZConnect, Inc. The business combination has been
treated as a reverse acquisition and has been treated as a recapitalization of
EZConnect USA, Inc. As such, the historical financial statements of EZConnect
USA, Inc., the accounting acquiror, are presented. Operations of the
consolidated entities are combined starting from October 1, 1999.
8
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
March 31, 2000
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - STOCKHOLDERS LOANS
The Company's stockholders loans are as follows:
Credit Agreement, dated February 1, 2000, with a stockholder
for a credit line up to $1,500,000 to be used for general working
capital in operating the business of the Company. Interest set at
10% per annum. Secured by assets of the Company as outlined in the
agreement. The debt can be converted at any time to equity in the
Company at the rate of one share of common stock for every $1.00
of outstanding principal and interest of the borrowings. $ 183,329
Promissory notes with three separate stockholders for $25,000,
$25,000 and $50,000. The notes have the same basic terms and
conditions. All due 120 days from January 2000. Interest at 10%
per annum. The notes call for no security. The debt can be
converted at anytime to equity in the Company at the rate of one
share of common stock for every $1.00 of outstanding principal
and interest of the borrowings. 100,000
----------
Total Amount $ 283,329
==========
On the line of credit, the difference between the price to convert and the
market price of the stock is considered a beneficial conversion feature. The
beneficial conversion feature is recorded as an additional non-cash charge to
interest expense and is recognized in the period when the debt becomes
convertible into stock. For the quarter ended March 31, 2000, the beneficial
conversion resulted in an increase of interest expense of $184,429. On the
promissory notes with the three stockholders, the market price of the stock
was higher than the conversion rate on the day of issuance. The difference
between the price to convert and the market price of the stock is considered a
beneficial conversion feature. The beneficial conversion feature is recorded
as an additional non-cash charge to interest expense and is recognized in the
period when the debt becomes convertible into stock. For the quarter ended
March 31, 2000, the beneficial conversion feature resulted in an increase in
interest expense of $102,085.
NOTE 5 - SETTLEMENT OF CLAIMS AND APPROVAL OF SHARE ISSUANCES
In February 2000, the Company entered into settlement and release agreements
with current and former employees of the Company and third-party service
providers to issue an aggregate of 20,233 shares of its Common Stock as
consideration for prior services valued at $32,600 at the time of settlement.
The shares had not been issued to the various parties as of March 31, 2000 and
the non-issuance of shares is being shown as accrued compensation in the
financial statements.
9
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
March 31, 2000
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - OPTION GRANTS
In October 1999, the Company issued options to acquire up to an aggregate of
570,000 shares of its common stock at any time within a 1 year period at an
exercise price of $1.50 per share, to executive officers of the Company.
In November 1999, the Company entered into an agreement with Prudential
California Realty ("Pru-Cal"), an independently owned and operated member of
Prudential Real Estate Affiliates, Inc., to jointly market the Company's
services through a co-branding arrangement. Under the terms of the Marketing
and Service Agreement the Company granted Pru-Cal (i) an option to purchase up
to 170,000 shares of common stock at any time within 2 years from the date of
the agreement at an exercise price of $1.47 per share; and (ii) an option to
purchase up to 433,000 shares of common stock any time within 2 years from the
date of the agreement at an exercise price of $1.50 per share, which price was
equal to the 10 day average closing bid price for shares of common stock
immediately prior to the date of the agreement. In addition, Ed Krafchow, the
president of Pru-Cal, was appointed to the Company's board of directors. Mr.
Krafchow received options to purchase up to 50,000 shares of common stock at
an exercise price of $1.50 per share, which price was equal to the 10 day
average closing bid price for shares of common stock immediately prior to the
date of the agreement. The exercise period of the options is 5 years.
In November 1999, the Company issued an option to acquire up to 100,000 shares
of the Company's common stock at any time within a 5 year period at an
exercise price of $1.50 per share, to Phil Lacerte. Mr. Lacerte became an
officer and director of the Company in February 2000.
In January 2000, the Company issued options to acquire up to an aggregate of
210,000 shares of its common stock for various periods ranging from 1 year to
5 years at exercise prices ranging from $2.25 to $2.50 per share, to various
affiliated and non-affiliated consultants in connection with services relating
to obtaining the internet domain name, EZConnect.com, establishing a call
center, and development of the Company's technology. In January 2000, the
Company also issued 35,000 options to purchase shares of the Company's common
stock. These options were exercisable the date of grant at $2.25 per share in
connection with the issuance of notes payable to stockholders.
In January 2000, the Company also issued options to acquire up to an aggregate
of 65,000 shares of its common stock at any time within a 5 year period at
exercise prices ranging from $2.25 to $2.50 per share, to an employee and a
board member.
The Company accounts for stock option granted to employees and directors in
accordance with Accounting Principle Board Opinion #25 and related
interpretations. Accordingly, no compensation is recognized for options
granted at or in excess of the fair market value of the stock on the grant
date. During the quarters ended March 31, 2000 and December 31, 1999, certain
options to acquire shares of common stock were granted below market value at
the grant date resulting in compensation expense of $37,500 and $225,000,
respectively.
10
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(A Development Stage Company)
March 31, 2000
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - OPTION GRANTS (CONTINUED)
The Company accounts for stock options granted to consultants and other non-
employees in accordance with Statement of Financial Accounting Standards #123
and related interpretations. The value of such services is based on the fair
value at the date of grant calculated using the Black-Scholes option-pricing
model or the value of the services rendered, whichever is more readily
determinable. Expense for services is recognized at the time the services were
rendered and the options become exercisable. Consulting expense recognized
during the quarters ended March 31, 2000 and December 31, 1999 for stock
options totaled $461,729 and $1,417,822, respectively. Interest expense
recognized for options granted in the quarter ended March 31, 2000 was
$46,200.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
- ---------------------------------------------------------
This report may contain "forward-looking" statements. The Company is
including this cautionary statement for the express purpose of availing itself
of the protections of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements. Examples of forward-looking statements include, but are not
limited to: (a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial matters; (b)
statements of plans and objectives of the Company or its management or Board
of Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about the Company and
its business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
On September 27, 1999, the Company entered into an Agreement and Plan of
Reorganization (the "Acquisition Agreement") relating to the acquisition of EZ
Connect USA, Inc., a Utah corporation ("EZ") through a share exchange. The
Acquisition Agreement was approved by the board of directors and shareholders
of EZ and the board of directors of the Company, and was approved by the
Company's shareholders at a special meeting on October 15, 1999. In connection
with the acquisition the Company's shareholders approved proposals changing
the Company's corporate domicile to Nevada; changing the Company's name to
"EZConnect, Inc."; effecting a 1-for-2.5 reverse split of the Company's issued
and outstanding shares; and electing new directors. The acquisition of EZ was
effective October 15, 1999.
EZ was formed on September 23, 1999, to engage in the remote establishment and
disconnection of utility services and should be considered a start-up or
development stage business. EZ is the result of two years of effort by its
founders who developed the concept of having EZ change utilities and other
services without the hassle of telephoning the individual providers. EZ has
filed for patent protection on its concept and software. The Company intends
to make EZ's services available via the internet.
During the three month period ended March 31, 2000, the Company obtained the
services of a third-party systems integration company to assist the Company in
developing a web based application for its technology. In addition, the
Company's board of directors actively recruited qualified individuals to serve
in senior executive management positions to assist in further development of
the Company's business plan and evaluate alternative, but related business
strategies.
Liquidity and Capital Resources
- -------------------------------
Despite the acquisition of EZ, the Company's business activities are subject
to several significant risks which arise primarily as a result of the fact
that the Company is still in the development stage.
At March 31, 2000, the Company had current assets of $62,235 and current
liabilities of $412,408, for a working capital deficit of $350,173. The
Company's current assets consisted entirely of cash, while the most
significant portions of its current liabilities consisted of stockholder loans
and accrued interest payable of $298,469; accounts payable of $73,960; and
accrued compensation of $32,600.
12
During the reporting period the Company entered into settlement and release
agreements with current and former employees of the Company and third-party
service providers wherein the Company agreed to issue an aggregate of 20,233
shares of its common stock as consideration for prior services valued at
$32,600 at the time of settlement. Because the shares were not issued to the
various parties prior to March 31, 2000, the obligation has been shown as a
liability.
In January 2000, certain stockholders loaned the Company $100,000. The
promissory notes bear interest at 10% per annum and are due May 10, 2000. The
notes are unsecured, but are convertible into common stock of the Company at
the election of the note holders at a conversion rate of one share of common
stock for each $1.00 of principle and accrued interest. In addition, in
February 2000, the Company entered into a credit agreement with the Company's
current CEO to provide the Company with a line of credit up to $1,500,000 for
working capital purposes. The line of credit is for a term of one year and is
renewable for a similar term. The line of credit bears interest on the
outstanding balance at 10% per annum and the principal and accrued interest
are convertible into common stock of the Company at the election of the lender
at a conversion rate of one share of common stock for each $1.00 of principal
and accrued interest. The line of credit is secured by all the assets of the
Company. At March 31, 2000, the total funds advanced under the line of credit
was $183,329. Total accrued interest on all stockholder loans was $15,140 at
March 31, 2000.
The Company believes that the funds obtained from the stockholder loans and
the line of credit will be sufficient to fund the Company's working capital
needs through June 30, 2000, the end of the Company current fiscal year.
Results of Operations
- ---------------------
The Company is in the development stage and has not yet generated revenue. For
the three months ended March 31, 2000, and for the period September 23, 1999
(inception) through March 31, 2000, the Company has incurred a total of
$313,398 and $474,484, respectively, for research and development, selling and
marketing, and general and administrative expenses, including depreciation and
amortization. These expenses have been incurred primarily in association with
the conduct of the Company's operations and research and development of its
proprietary technology.
Additionally, the Company granted options to certain employees and consultants
to acquire 1,633,000 shares during the period September 23, 1999 (inception)
through March 31, 2000. The options were granted under the 1999 and the 2000
non-qualified stock option plans, as well as under various consulting or
executive arrangements. Options granted vested immediately and expire five
years after the grant date. See Note 6 to the consolidated financial
statements. The Company accounts for stock options granted to employees and
directors in accordance with Accounting Principle Board Opinion #25 and
related interpretations. Accordingly, no compensation is recognized for
options granted at or in excess of the fair market value of the stock on the
grant date. During the quarters ended March 31, 2000 and December 31, 1999,
options to acquire shares of common stock were granted below market value at
the grant date resulting in compensation expense of $37,500 and $225,000,
respectively.
13
The Company accounts for stock options granted to consultants and other non-
employees in accordance with Statement of Financial Accounting Standards #123
and related interpretations. The value of such services is based on the fair
value at the date of grant calculated using the Black-Scholes option-pricing
model or the value of the services rendered, whichever is more readily
determinable. Expense for services is recognized at the time the services were
rendered and the options become exercisable. Consulting expense recognized
during the quarters ended March 31, 2000 and December 31, 1999 for stock
options totaled $461,729 and $1,417,822, respectively. Interest expense
recognized for options granted in the quarter ended March 31, 2000 was
$46,200.
As discussed above, the line of credit and the promissory notes with
stockholders are convertible into common stock of the Company. On the line of
credit, the difference between the price to convert and the market price of
the stock is considered a beneficial conversion feature. The beneficial
conversion feature is recorded as an additional non-cash charge to interest
expense and is recognized in the period when the debt becomes convertible into
stock. For the quarter ended March 31, 2000, the beneficial conversion
resulted in an increase of interest expense of $184,429. On the promissory
notes with the three stockholders, the market price of the stock was higher
than the conversion rate on the day of issuance. The difference between the
price to convert and the market price of the stock is considered a beneficial
conversion feature. The beneficial conversion feature is recorded as an
additional non-cash charge to interest expense and is recognized in the period
when the debt becomes convertible into stock. For the quarter ended March 31,
2000, the beneficial conversion feature resulted in an increase in interest
expense of $102,085.
Through March 31, 2000, the Company has incurred a net loss of $2,965,810
since inception. The Company expects to continue operating at a loss until
such time as it begins to receive sufficient revenues from operations. The
Company is unable at this time to predict whether actual revenues received
from operations will be sufficient to offset the costs and expenses of
operations for the corresponding periods.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
Exhibit No. SEC Ref. No. Title of Document
- ----------- ------------ -----------------
None.
(b) REPORTS ON FORM 8-K.
None.
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.
ENCORE WIRELESS, INC.
(Formerly EZConnect, Inc.)
[Registrant]
Dated: April 16, 2001 Kevin S. Hamilton, President