UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q/A
AMENDMENT NO. 2
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 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 August 11, 2004 was approximately 24,123,495, net of shares
held in treasury.
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EXPLANATORY NOTE
This Form 10-Q/A (this "Second Amendment") amends the Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2004, filed on August 16,
2004 (the "Original Filing"). iLinc Communications, Inc. ("the Company" or
"iLinc") has filed this Second 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. Additionally, this
Second Amendment includes a certification pursuant to Item 601(b)(31) of
Regulation S-K. The remainder of the Original Filing is unchanged and is not
reproduced in this Second Amendment. This Second 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 Second Amendment should be read together with other
documents that iLinc has filed with the Securities and Exchange Commission
subsequent to the date of the Original Filing.
ITEM 4. CONTROLS AND PROCEDURES
We evaluated the design and operation of our disclosure controls and
procedures 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 evaluation was completed as of June 30,
2004. 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 (i)
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
and (ii) information required to be disclosed in reports that we file under the
Exchange Act is accumulated and communicated to the Company's management,
including our principal executive officer and principal financial officer to
allow timely decisions regarding required reporting. No changes were made to our
internal controls over financial reporting during the quarter ended June 30,
2004 that materially affected or were reasonably likely to materially affect
these internal controls over financial reporting.
A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. 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 August 11, 2004, the Company's independent auditors orally notified the
Company's Audit Committee that they had identified significant deficiencies
regarding the Company's internal controls. The deficiencies noted were the lack
of sufficient management oversight over and the proper segregation of duties of
the accounting department. Management of the Company has informed the Audit
Committee that it is in process of hiring appropriate personnel and making
changes in assigned roles and responsibilities to correct for such deficiencies.
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: June 24, 2005 ILINC COMMUNICATIONS, INC.
By: /s/ JAMES M. POWERS, JR.
James M. Powers, Jr.,
Chairman of the Board of Directors,
Chief Executive Officer and President
By: /s/ DAVID J. IANNINI
David J. Iannini, Chief Financial
Officer
CERTIFICATION
I, James M. Powers, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of iLinc
Communications, Inc., as amended;
2. Based on my knowledge, this quarterly report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report, as amended;
3. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
material information relating to the registrant,
including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report, as amended, any change in
the registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has
materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
4. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting
By: /s/ JAMES M. POWERS, JR.
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James M. Powers, Jr.
Chairman of the Board, President and
Chief Executive Officer
June 24, 2005
CERTIFICATION
I, David J. Iannini, certify that:
1. I have reviewed this quarterly report on Form 10-Q of iLinc
Communications, Inc., as amended;
2. Based on my knowledge, this quarterly report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report, as amended;
3. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
material information relating to the registrant,
including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report, as amended, any change in
the registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has
materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
4. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting
By: /s/ DAVID J. IANNINI
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David J. Iannini
Chief Financial Officer
June 24, 2005