SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 20, 2004
CARDINAL COMMUNICATIONS, Inc.
(Exact name of registrant as specified in Charter)
Nevada 1-15383 91-2117796
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(Address of Principal Executive Offices)
303-285-5379
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: This Form 8-K/A is filed to amend Registrant's Form 8-K/A
filed July 7, 2004. The July 7, 2004 Form 8-K/A relates to the Current Report on
Form 8-K filed on May 5, 2004, which reported Registrant's acquisition of
Connect Paging, Inc., a Texas Corporation, described herein.
This Form 8-K/A and other reports filed by Cardinal Communications,
Inc. (the "Registrant" or the "Company") from time to time with the Securities
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and Exchange Commission (collectively the "Filings") contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative if these terms and similar expressions as they relate to the
Registrant or the Registrant's management identify forward looking statements.
Such statements reflect the current view of the Registrant with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Registrant's industry, operations and results of
operations and any businesses that may be acquired by the Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
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Item 2.01 Acquisition or Disposition of Assets
Effective April 20, 2004, the Registrant, Cardinal Communications, Inc.,
formerly known as USURF America, Inc., a Nevada corporation ("Cardinal") signed
a definitive agreement to acquire all of the issued and outstanding common stock
of Connect Paging, Inc. (formerly Extel Enterprises, Inc. ("Extel")), a Texas
Corporation ("CPI"), doing business as Get A Phone. CPI was at that time, a
privately-held Texas-based communications company operating as a competitive
local exchange carrier in areas currently served by SBC and Verizon Southwest.
At that time, CPI had more than 11,000 customers and annual revenues of
approximately $9,600,000. The Texas Public Utilities Commission approved the
transfer of the certificate of operating authority to reflect the change of
ownership to Cardinal in April 2004 and expanded the operating authority area to
include the entire state of Texas.
As consideration for this transaction, Cardinal paid a total of $2,000,000 in
cash and issued a total of 14,250,000 shares of Cardinal $.0001 par-value common
stock to the shareholders of CPI. Using the average of the high and low prices
of the stock on the date of the agreement, as reported by the OTC Bulletin
Board, the total value of the stock issued by Cardinal as consideration for this
transaction is $1,567,500. The total of the consideration paid by Cardinal is
approximately $3,567,500. The shares issued in connection with this transaction
will be included in a Form SB-2 registration statement filed by Cardinal with
the Commission. The transaction was originally reported on a Current Report on
Form 8-K dated April 20, 2004.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Financial Statements required by this Item 9 were originally filed on July 7,
2004, however in December 2004 Cardinal was notified by the Commission that the
auditor of Extel Enterprises, Inc. was not permitted to practice before the
Commission. Cardinal then retained its independent auditor, AJ. Robbins PC to
audit the books and records of Extel. The financial statements required by this
Item 9 are attached to this Current Report on Form 8-K/A. The financial
statements filed herewith are:
Connect Paging, Inc. d/b/a Get a Phone - Successor of Extel Enterprises,
Inc.:
Index to financial statements Extel Enterprises, Inc.
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Page
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Report of Independent Registered Public Accounting Firm F-3
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Balance Sheets - December 31, 2003 and 2002 F-4
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Statements of Operations For the Years
Ended December 31, 2003 and 2002 F-5
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Statements of Changes in Stockholders' Equity
(Deficit) - For the Years ended December 31, 2003 and 2002 F-6
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Statements of Cash Flows For the Years
Ended December 31, 2003 and 2002 F-7
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Notes to Financial Statements F-8
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(b) Proforma Financial Statements of Businesses Combination.
The proforma financial statements filed herewith are:
Pro Forma Cardinal Communications, Inc. / Connect Paging Inc. d/b/a Get A
Phone:
Unaudited Pro Forma Consolidating Balance Sheet as of December 31, 2003
Unaudited Pro Forma Consolidating Statement of Operations for the year ended
December 31, 2003
(c) Exhibit Index
Exhibit No. Description
- ----------- -------------------------------------------------------------
9.01 Extel Enterprises, Inc. Audited Financial Statements for the
years ended 2003 and 2002
9.02 Cardinal Communications, Inc. Proforma Financial Statements
of Business Combination: Pro Forma Cardinal Communications,
Inc. / Connect Paging Inc. d/b/a Get A Phone
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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 hereunto duly authorized.
Cardinal Communications, Inc.
By: /s/ David A. Weisman
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Chief Executive Officer
Date: July 26, 2005
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