UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-Q/A
AMENDMENT NO. 3
|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 "Third 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 Third 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
Third 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 Third Amendment. This Third 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 Third 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
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.
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), were not effective as of September 30, 2004.
Our internal controls were modified during the quarter ended September
30, 2004, as outlined below following the previously reported August 11, 2004
notification to the Company's Audit Committee of significant deficiencies in
accounting controls related to management oversight and proper segregation of
duties in the accounting department:
o The Company hired a new CFO and a new controller replacing the
interim-CFO and replacing the VP of Finance;
o The Company hired a new A/P clerk and added a dedicated A/R
clerk to supplement the accounting staff, further segregating
functions to the extent possible in a small organization;
o The Company restructured the roles of the new controller in
combination with a change in the reporting procedures for the
A/P clerk and A/R clerk to strengthen the reporting structures
and internal control procedures;
o The Company implemented new sign-off procedures for sales
agreements to require multiple party sign-off from both the
sales and finance departments; and
o The Company added to its CRM software the ability to gain
access to view sales contracts and recorded purchase
information in that system as well as the accounting systems.
Except as outlined above, no changes were made during the quarter ended
September 30, 2004 to our internal controls over financial reporting that
materially affected or were reasonably likely to materially affect internal
controls over financial reporting.
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.
- ----------------------------
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
- ------------------------
David J. Iannini
Chief Financial Officer
June 24, 2005