UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q/A
Amendment No. 1
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
|_| 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 1-13725
iLinc Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 76-0545043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 North 44th Street, Suite 650
Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 952-1200
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) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated file (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
The number of shares outstanding of each of the registrant's classes of
Common Stock, as of October 12, 2004 was approximately 24,145,938, net of shares
held in treasury.
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EXPLANATORY NOTE
Form 10-Q/A (this "Amendment") amends the Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2004, filed on November 18, 2004 (the
"Original Filing"). iLinc Communications, Inc. ("the Company" or "iLinc") has
filed this Amendment to revise Item 4 which revisions iLinc deems necessary to
clarify language used in Item 4 of the Original Filing. Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended, the complete text of Item
4 as amended is set forth below. The remainder of the Original Filing is
unchanged and is not reproduced in this Amendment. This Amendment speaks as of
the filing date of the Original Filing and reflects only the changes discussed
above. No other information included in the Original Filing, including the
Company's financial statements and the footnotes thereto, has been modified or
updated in any way. This Amendment should be read together with other documents
that iLinc has filed with the Securities and Exchange Commission subsequent to
the filing of the Original Filing.
Item 4. CONTROLS AND PROCEDURES
We evaluated the design and operation of our disclosure controls and
procedures as of September 30, 2004 to determine whether they are effective in
ensuring that we disclose the required information in a timely manner and in
accordance with the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and the rules and forms of the Securities and Exchange Commission.
Management, including our principal executive officer and principal financial
officer, supervised and participated in the evaluation. The principal executive
officer and principal financial officer concluded, based on their review, that
our disclosure controls and procedures, as defined by Exchange Act Rules
13a-14(c) and 15d-14(c), are effective and ensure that we disclose the required
information in reports that we file under the Exchange Act and that the filings
are recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms despite the
material weakness identified by our independent registered public accountants
identified below. The principal executive officer and principal financial
officer reached this conclusion after giving consideration to the communications
received from the Company's independent registered public accountants on
November 12, 2004, further described below, because the existing internal
disclosure controls and procedures were sufficient. Additionally, the Company
notes that changes in the sales order documentation, approval and storage
processes were implemented and changes were made to further segregate the duties
associated with the sales order process and the corresponding revenue
recognition process related to those sales orders. No significant changes were
made during the quarter ended September 30, 2004 to our internal controls over
financial reporting that could significantly affect these controls subsequent to
the date of their evaluation.
The Company's disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and the Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures provide reasonable assurance of
achieving their objectives. However, because of the inherent limitations in all
control systems no evaluation of controls can provide absolute assurance that
all control issues if any, within a company have been detected.
On November 12, 2004, the Company's independent registered public
accountants orally notified the Company's Audit Committee that they had
identified a material weakness regarding the Company's internal controls. The
material weakness noted was the lack of sufficient control over the sales order
and revenue recognition process. Management of the Company has informed the
Audit Committee that it is in the process of changing procedures to correct this
weakness. The Company is implementing a new procedure which requires a
documented secondary review of all sales orders to assure proper revenue
recognition and completeness of customer sales files.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: January 11, 2005 ILINC COMMUNICATIONS, INC.
By: /S/ James M. Powers, Jr.
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James M. Powers, Jr., Chairman of the
Board of Directors, Chief Executive
Officer and President
By: /S/ John S. Hodgson
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John S. Hodgson, Senior Vice President
and Chief Financial Officer