DELAWARE
|
87-0419571
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
6701
Democracy Boulevard, Suite 300, Bethesda, MD
|
20817
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
ITEM
NUMBER AND CAPTION
|
PAGE
|
|
PART
I
|
||
ITEM
1.
|
FINANCIAL
STATEMENTS
|
3
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
8
|
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
|
21
|
ITEM
3
|
CONTROLS
AND PROCEDURES
|
31
|
PART
II
|
||
ITEM
1.
|
LEGAL
PROCEEDINGS
|
32
|
ITEM
2.
|
CHANGES
IN SECURITIES
|
33
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
33
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
33
|
ITEM
5.
|
OTHER
INFORMATION
|
34
|
ITEM
6.
|
EXHIBITS
AND REPORTS ON FORM 8-K
|
34
|
|
|||||||
March
31,
|
June
30,
|
||||||
2005
|
2005
|
||||||
(audited)
|
(unaudited)
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
4,669,787
|
$
|
4,988,956
|
|||
Restricted
cash
|
429,954
|
418,193
|
|||||
Accounts
receivable, net
|
12,658,313
|
12,911,405
|
|||||
Investments,
at cost
|
450,000
|
450,000
|
|||||
Prepaid
expenses and other current assets
|
2,061,697
|
2,186,781
|
|||||
Total
Current Assets
|
20,269,751
|
20,955,335
|
|||||
Fixed
assets, net of accumulated depreciation
|
13,193,056
|
13,356,936
|
|||||
OTHER
ASSETS
|
|||||||
Goodwill,
net of impairment
|
32,579,099
|
37,190,456
|
|||||
Customer
contracts and relationships
|
-
|
6,578,550
|
|||||
Other
intangible assets, net of amortization
|
4,476,461
|
4,150,456
|
|||||
Deferred
financing fees, net of amortization
|
1,026,667
|
806,667
|
|||||
Other
assets
|
1,277,897
|
2,164,378
|
|||||
39,360,124
|
50,890,507
|
||||||
TOTAL
ASSETS
|
$
|
72,822,931
|
$
|
85,202,778
|
|
|||||||
March
31,
|
June
30,
|
||||||
2005
|
2005
|
||||||
(audited)
|
(unaudited)
|
||||||
CURRENT
LIABILITIES
|
|||||||
Current
portion of convertible debenture
|
$
|
-
|
$
|
2,000,000
|
|||
Notes
payable under the Standby Equity Distribution Agreement ( the
"SEDA")
|
6,500,000
|
5,900,000
|
|||||
Current
portion of other notes payable
|
19,035,263
|
6,109,253
|
|||||
Accounts
payable and accrued expenses
|
19,863,088
|
17,507,009
|
|||||
Liability
for common stock to be issued
|
-
|
1,809,373
|
|||||
Deferred
revenue
|
3,470,731
|
3,490,664
|
|||||
Total
Current Liabilities
|
48,869,082
|
36,816,299
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Convertible
debenture, net of unamortized debt discount of $802,725
|
-
|
12,697,275
|
|||||
Notes
payable and other long-term liabilities, net of current
maturities
|
999,196
|
1,661,816
|
|||||
Total
Long-Term Liabilities
|
999,196
|
14,359,091
|
|||||
TOTAL
LIABILITIES
|
49,868,278
|
51,175,390
|
|||||
MINORITY
INTEREST
|
600,000
|
3,675,000
|
|||||
STOCKHOLDERS'
EQUITY
|
|||||||
Preferred
stock, $.001 par value, 5,035,425 shares authorized
|
|||||||
and
35,378 shares issued and outstanding at March 31, 2005
|
|||||||
and
June 30, 2005
|
35
|
35
|
|||||
Common
stock, $.001 par value, 600,000,000 shares authorized
|
|||||||
and
355,918,011 and 373,978,011 shares issued and outstanding
|
|||||||
at
March 31, 2005 and June 30, 2005
|
355,918
|
373,978
|
|||||
Additional
paid-in capital
|
43,195,250
|
50,755,734
|
|||||
Accumulated
deficit, beginning of period
|
(15,836,828
|
)
|
(21,196,550
|
)
|
|||
Net
income (loss) for the period
|
(5,359,722
|
)
|
419,191
|
||||
Total
Stockholders' Equity
|
22,354,653
|
30,352,388
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
72,822,931
|
$
|
85,202,778
|
For
the Three Months Ended
|
|||||||
June
30,
|
|||||||
2004
|
2005
|
||||||
REVENUES
|
$
|
1,170,164
|
$
|
22,505,845
|
|||
COSTS
OF REVENUES
|
357,939
|
11,021,862
|
|||||
GROSS
PROFIT
|
812,225
|
11,483,983
|
|||||
OPERATING
EXPENSES
|
|||||||
Payroll,
professional fees and related expenses
|
910,051
|
3,678,652
|
|||||
Advertising
and marketing expenses
|
55,378
|
518,664
|
|||||
Office
rent and expenses
|
27,409
|
429,941
|
|||||
Travel
and entertainment expenses
|
32,974
|
117,265
|
|||||
Other
research and development costs
|
324
|
14,908
|
|||||
Other
general and administrative expenses
|
201,118
|
4,550,810
|
|||||
Depreciation
and amortization
|
39,944
|
822,377
|
|||||
Total
Operating Expenses
|
1,267,198
|
10,132,617
|
|||||
OPERATING
INCOME (LOSS)
|
(454,973
|
)
|
1,351,366
|
||||
INTEREST
EXPENSE, NET
|
(302,466
|
)
|
(932,175
|
)
|
|||
|
|||||||
NET
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
|
(757,439
|
)
|
419,191
|
||||
Provision
for Income Taxes
|
-
|
-
|
|||||
NET
INCOME (LOSS) APPLICABLE TO COMMON SHARES
|
$
|
(757,439
|
)
|
$
|
419,191
|
||
NET
INCOME (LOSS) PER SHARE
|
|||||||
Basic
|
$
|
(0.0033
|
)
|
$
|
0.0012
|
||
Diluted
|
$
|
(0.0033
|
)
|
$
|
0.0010
|
||
WEIGHTED
AVERAGE NUMBER OF COMMON
|
|||||||
SHARES
OUTSTANDING
|
232,277,996
|
360,778,231
|
For
the Three Months Ended
|
|||||||
June
30,
|
|||||||
2004
|
2005
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
income (loss)
|
$
|
(757,439
|
)
|
$
|
419,191
|
||
Adjustments
to reconcile net income (loss) to net cash
|
|||||||
(used
in) operating activities:
|
|||||||
Depreciation
and amortization
|
39,944
|
822,377
|
|||||
Noncash
interest expense
|
290,567
|
145,433
|
|||||
Common
stock issued for services
|
-
|
15,000
|
|||||
Investments
received for services
|
(150,000
|
)
|
-
|
||||
Changes
in assets and liabilities
|
|||||||
(Increase)
in accounts receivable
|
(90,157
|
)
|
(65,920
|
)
|
|||
(Increase)
decrease in other current assets
|
(50,928
|
)
|
53,665
|
||||
(Increase)
in other assets
|
-
|
(216,906
|
)
|
||||
Increase
(decrease) in accounts payable and
|
|||||||
and
accrued expenses
|
54,911
|
(2,542,829
|
)
|
||||
Increase
(decrease) in deferred revenue
|
(17,110
|
)
|
19,933
|
||||
Total
adjustments
|
77,227
|
(1,769,247
|
)
|
||||
Net
cash (used in) operating activities
|
(680,212
|
)
|
(1,350,056
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
Cash
paid for acquisitions
|
(3,404,767
|
)
|
(5,849,646
|
)
|
|||
Cash
received in acquisition of subsidiaries
|
25,987
|
748,412
|
|||||
Capital
expenditures, net
|
(68,054
|
)
|
(606,265
|
)
|
|||
Net
cash (used in) investing activities
|
(3,446,834
|
)
|
(5,707,499
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Borrowings
under convertible debenture
|
-
|
15,500,000
|
|||||
Repayment
of acquisition bridge loan
|
-
|
(13,000,000
|
)
|
||||
Borrowings
under the equity line of credit and the SEDA
|
4,000,000
|
2,200,000
|
|||||
Borrowings
under other notes payable
|
-
|
4,100,000
|
|||||
Debt
financing fees
|
-
|
(1,295,000
|
)
|
||||
SEDA
conversion fees
|
-
|
(315,000
|
)
|
||||
Increase
in other long-term liabilities
|
-
|
291,779
|
|||||
Payments
of notes payable
|
(55,721
|
)
|
(105,055
|
)
|
|||
Proceeds
from common stock issuances
|
23,999
|
-
|
|||||
Net
cash provided by financing activities
|
$
|
3,968,278
|
$
|
7,376,724
|
For
the Three Months Ended
June
30,
|
|||||||
2004
|
2005
|
||||||
NET
INCREASE (DECREASE) IN
|
|||||||
CASH
AND CASH EQUIVALENTS
|
$
|
(158,768
|
)
|
$
|
319,169
|
||
CASH
AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
1,955,607
|
4,669,787
|
|||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
1,796,839
|
$
|
4,988,956
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
|
|||||||
INFORMATION:
|
|||||||
Cash
paid during the period for interest
|
$
|
-
|
$
|
12,769
|
|||
SUPPLEMENTAL
DISCLOSURE OF NONCASH
|
|||||||
ACTIVITIES:
|
|||||||
Issuance
of common stock for:
|
|||||||
Conversion
of notes payable and accrued interest to common stock
|
$
|
2,800,000
|
$
|
8,335,188
|
|||
Acquisition
of WazAlliance
|
$
|
-
|
$
|
110,200
|
|||
Conversion
of payables to common stock
|
$
|
90,000
|
$
|
-
|
|||
Debt
financing fees paid in common stock
|
$
|
1,760,000
|
$
|
-
|
|||
Transfer
of notes payable to the SEDA
|
$
|
-
|
$
|
7,200,000
|
|||
Goodwill
recorded in acquisitions
|
$
|
3,567,341
|
$
|
3,409,158
|
|||
Liability
for common stock to be issued
|
$
|
190,000
|
$
|
1,809,373
|
|||
Assumption
of AFN liabilities
|
$
|
-
|
$
|
1,549,784
|
|||
Amortization
of SEDA deferred financing fees
|
$
|
-
|
$
|
220,000
|
|||
Adjustment
to minority interest
|
$
|
-
|
$
|
150,000
|
|||
Note
payable in escrow
|
$
|
75,000
|
$
|
-
|
NOTE 1- |
ORGANIZATION
|
NOTE 2- |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
2004
|
2005
|
|||||
Net
income (loss), as reported
|
$
|
(
757,439
|
)
|
$
|
419,191
|
||
Add:
Stock-based employee compensation expense included in reported
net income
(loss)
|
-
|
-
|
|||||
Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards
|
(4,595,592
|
)
|
(1,820,768
|
)
|
|||
|
|
|
|||||
Pro
forma net loss
|
$
|
(5,353,031
|
)
|
$
|
(1,401,577
|
)
|
|
|
|
|
|||||
Net
income (loss) per share:
|
|
|
|||||
Diluted,
as reported
|
$
|
(0.0033
|
)
|
$
|
0.0010
|
||
|
|
|
|||||
Diluted,
pro forma
|
$
|
(0.0230
|
)
|
$
|
(0.0034
|
)
|
|
|
|
|
2004
|
2005
|
||||||
Dividend
yield
|
None
|
None
|
|||||
Expected
volatility
|
60
|
%
|
60
|
%
|
|||
Risk-free
interest rate
|
4.50
|
%
|
3.00
|
%
|
|||
Expected
term (in years)
|
9.58
|
10.00
|
Estimated
Useful
Lives
(in years)
|
March
31, 2005
|
June
30,
2005
|
||||||||
(audited)
|
(unaudited)
|
|||||||||
Furniture
and fixtures
|
7
|
$
|
387,861
|
$
|
397,563
|
|||||
Machinery
and equipment
|
5
|
13,584,088
|
14,277,462
|
|||||||
Leasehold
improvements
|
7
|
263,452
|
351,487
|
|||||||
Vehicles
|
5
|
287,733
|
287,732
|
|||||||
Subtotals
|
14,523,134
|
15,314,244
|
||||||||
Less
accumulated depreciation
|
(
1,330,078
|
)
|
(
1,957,308
|
)
|
||||||
Fixed
assets, net
|
$
|
13,193,056
|
$
|
13,356,936
|
March
31,
|
June
30,
|
||||||
2005
|
2005
|
||||||
(audited)
|
(unaudited)
|
||||||
Accounts
payable
|
$
|
17,250,586
|
$
|
14,943,656
|
|||
Accrued
compensation
|
1,675,124
|
1,874,915
|
|||||
Accrued
interest expense
|
937,378
|
688,438
|
|||||
Totals
|
$
|
19,863,088
|
$
|
17,507,009
|
NOTE 3- |
NOTES
PAYABLE
|
Convertible
debenture payable to Cornell Capital
|
$
|
15,500,000
|
||
Notes
payable to Cornell Capital (including $5,900,000 transferred
to the
SEDA)
|
10,000,000
|
|||
Notes
payable related to acquisitions
|
2,408,726
|
|||
Other
notes payable and long-term obligations
|
1,262,343
|
|||
29,171,069
|
||||
Less:
Unamortized debt discount on convertible debenture
|
(802,725
|
)
|
||
Less:
Amounts due within one year
|
(14,009,253
|
)
|
||
Long-term
portion of debt
|
$
|
14,359,091
|
The
twelve-month period ending--
|
||||
June
30, 2007
|
$
|
4,625,431
|
||
June
30, 2008
|
8,015,048
|
|||
June
30, 2009
|
2,515,048
|
|||
June
30, 2010
|
6,289
|
|||
15,161,816
|
||||
Less
- Unamortized debt discount on convertible debenture
|
(802,725
|
)
|
||
Long-term
portion of debt
|
$
|
14,359,091
|
NOTE 4- |
STOCKHOLDERS’
EQUITY
|
Number
of
|
Weighted-Average
|
||||||
Stock
Options --
|
Options
|
Exercise
Price
|
|||||
|
|||||||
Outstanding
- March 31, 2005
|
1,725,000
|
$
|
0.192
|
||||
Granted
|
-
|
$
|
-
|
||||
Exercised
|
-
|
$
|
-
|
||||
Cancelled
|
-
|
$
|
-
|
||||
Outstanding
- June 30, 2005
|
1,725,000
|
$
|
0.192
|
||||
Exercisable
- June 30, 2005
|
885,416
|
$
|
0.170
|
Number
of
|
Weighted-Average
|
||||||
Stock
Warrants --
|
Warrants
|
Exercise
Price
|
|||||
|
|||||||
Outstanding
- March 31, 2005
|
61,232,500
|
$
|
0.117
|
||||
Granted
|
18,850,000
|
$
|
0.296
|
||||
Exercised
|
-
|
$
|
-
|
||||
Cancelled
|
-
|
$
|
-
|
||||
Outstanding
- June 30, 2005
|
80,082,500
|
$
|
0.159
|
||||
Exercisable
- June 30, 2005
|
58,153,275
|
$
|
0.163
|
NOTE 5- |
LIABILITY
FOR COMMON STOCK TO BE
ISSUED
|
NOTE 6- |
EARNINGS
PER SHARE
|
Net
income
|
$
|
419,191
|
||
Weighted
average number of shares outstanding during the period
|
360,778,231
|
|||
Add:
the treasury stock effect of stock options and warrants
|
39,571,209
|
|||
Add:
the effect of the assumed conversion of SEDA notes payable to
common
stock
|
11,157,620
|
|||
Add:
the effects of the assumed conversion of the debenture and notes
payable
|
1,941,180
|
|||
|
|
|||
Diluted
number of shares outstanding
|
413,448,241
|
|||
|
|
|||
Net
income per share:
|
|
|||
Basic
|
$
|
0.0012
|
||
Diluted
|
$
|
0.0010
|
NOTE 7- |
COMMITMENTS
|
NOTE 8- |
CONTINGENCIES
|
NOTE 9- |
SEGMENT
INFORMATION
|
The
Three Month Period
|
Voice
|
Internet
|
||||||||||||||
Ended
June 30, 2004
|
Services
|
Services
|
Technology
|
Corporate
|
Total
|
|||||||||||
Revenues
|
$
|
-
|
$
|
1,020,164
|
$
|
-
|
$
|
150,000
|
$
|
1,170,164
|
||||||
Costs
of revenues
|
-
|
357,939
|
-
|
-
|
357,939
|
|||||||||||
Gross
profit
|
-
|
662,225
|
-
|
150,000
|
812,225
|
|||||||||||
Operating
expenses
|
-
|
424,314
|
523,620
|
279,320
|
1,227,254
|
|||||||||||
Depreciation,
amortization
and
impairment charges
|
-
|
36,297
|
-
|
3,647
|
39,944
|
|||||||||||
Interest,
net
|
-
|
11,899
|
-
|
290,567
|
302,466
|
|||||||||||
Net
income (loss)
|
$
|
-
|
$
|
189,715
|
$
|
(523,620
|
)
|
$
|
(423,534
|
)
|
$
|
(757,439
|
)
|
|||
Total
assets
|
$
|
275,000
|
$
|
6,428,298
|
$
|
22,725
|
$
|
3,498,401
|
$
|
10,224,424
|
||||||
Fixed
assets, net of accumulated depreciation
|
$
|
-
|
$
|
600,196
|
$
|
18,234
|
$
|
-
|
$
|
618,430
|
||||||
Goodwill,
net of impairment
|
$
|
-
|
$
|
4,462,469
|
$
|
-
|
$
|
-
|
$
|
4,462,469
|
The
Three Month Period
|
Voice
|
Internet
|
||||||||||||||
Ended
June 30, 2005
|
Services
|
Services
|
Technology
|
Corporate
|
Total
|
|||||||||||
Revenues
|
$
|
18,462,451
|
$
|
4,037,400
|
$
|
5,994
|
$
|
-
|
$
|
22,505,845
|
||||||
Costs
of revenues
|
9,054,032
|
1,956,024
|
11,806
|
-
|
11,021,862
|
|||||||||||
Gross
profit
|
9,408,419
|
2,081,376
|
(5,812
|
)
|
-
|
11,483,983
|
||||||||||
Operating
expenses
|
6,940,911
|
1,752,806
|
227,949
|
388,574
|
9,310,240
|
|||||||||||
Depreciation,
amortization
and
impairment charges
|
736,543
|
81,799
|
388
|
3,647
|
822,377
|
|||||||||||
Interest,
net
|
549
|
18,464
|
(74
|
)
|
913,236
|
932,175
|
||||||||||
Net
income (loss)
|
$
|
1,730,416
|
$
|
228,307
|
$
|
(234,075
|
)
|
$
|
(1,305,457
|
)
|
$
|
419,191
|
||||
Total
assets
|
$
|
35,744,527
|
$
|
17,960,916
|
$
|
8,082,405
|
$
|
23,414,931
|
$
|
85,202,778
|
||||||
Fixed
assets, net of accumulated depreciation
|
$
|
11,729,485
|
$
|
1,366,679
|
$
|
257,127
|
$
|
3,645
|
$
|
13,356,936
|
||||||
Goodwill,
net of impairment
|
$
|
22,709,478
|
$
|
13,986,759
|
$
|
494,219
|
$
|
-
|
$
|
37,190,456
|
NOTE 10- |
SUBSEQUENT
EVENTS
|
Technology
|
Our
wireless technology development efforts are conducted by our wholly-owned
subsidiary, NeoReach, Inc., and its subsidiary NeoReach Wireless,
Inc.
(“NeoReach Wireless”). NeoReach, Inc. is focused on our ongoing ZigBee
chip development work while NeoReach Wireless is focused on our strategic
initiatives within the Wi-Fi / Wi-Max space.
|
Voice Services
|
Our
voice services segment is led by CloseCall America, Inc. (“CloseCall”), a
Competitive Local Exchange Carrier (“CLEC”) based in Stevensville,
Maryland; American Fiber Network, Inc. (“AFN”), a CLEC based in Kansas
City, Kansas; and Davel Communications, Inc. (“Davel”), an independent
payphone provider based in Cleveland, Ohio. CloseCall offers our
customers
a full array of telecommunications products and services including
local,
long-distance, 1.800CloseCall anytime/anywhere calling, digital wireless,
high-speed telephone (voice over IP), and dial-up and DSL Internet
services. AFN is licensed to provide local telephone, long distance
and
Internet services in the forty-eight (48) states. Davel owns and
operates
approximately 38,000 payphones in 45 states and is one of the largest
independent payphone operators in the United States.
|
Internet Services
|
Our
internet services segment is led by DFW Internet Services, Inc. (“DFW”,
doing business as Nationwide Internet), an Internet services provider
based in Irving, Texas, and its acquired Internet service provider
subsidiaries. Our Internet services segment provides broadband and
dial-up
internet access, web-hosting services and related Internet services
to
business and residential customers in over 40
states.
|
For
the Three
Months Ended March 31, |
For
the Three Months
Ended June 30, |
|||||||||
2005
|
2004
|
2005
|
||||||||
Net
Income (Loss)
|
$
|
100,368
|
$
|
(757,439
|
)
|
$
|
419,191
|
|||
Add
non-EBITDA items included in net results:
|
||||||||||
Depreciation
and amortization
|
777,001
|
39,944
|
822,377
|
|||||||
Interest
expense, net
|
606,283
|
302,466
|
932,175
|
|||||||
EBITDA
|
$
|
1,483,652
|
$
|
(415,029
|
)
|
$
|
2,173,743
|
•
|
Difficulties
in integrating the operations, technologies, products and personnel
of the
acquired companies;
|
||
•
|
Diversion
of management’s attention from normal daily operations of the
business;
|
||
•
|
Difficulties
in entering markets in which we have no or limited direct prior experience
and where competitors in such markets have stronger market
positions;
|
||
•
|
Initial
dependence on unfamiliar partners;
|
||
•
|
Insufficient
revenues to offset increased expenses associated with acquisitions;
and
|
||
•
|
The
potential loss of key employees of the acquired companies.
|
•
|
Issue
common stock that would dilute our current stockholders’ percentage
ownership;
|
||
•
|
Assume
liabilities;
|
||
•
|
Record
goodwill and non-amortizable intangible assets that will be subject
to
impairment testing on a regular basis and potential periodic impairment
charges;
|
||
•
|
Incur
amortization expenses related to certain intangible
assets;
|
||
•
|
Incur
large and immediate write-offs, and restructuring and other related
expenses; or
|
||
•
|
Become
subject to litigation.
|
Exhibit No. | Description | Location | |
2.1
|
Agreement
and Plan of Merger by and among Registrant, Neoreach, Inc., Transcordia
Acquisition Corp., Transcordia, LLC and its Unitholders, dated
April 2005
|
Provided
herewith.
|
|
2.2
|
Agreement
and Plan of Merger by and among Registrant, Neoreach, Inc., Neoreach
Wireless, Inc., Evergreen Open Broadband Inc, and Certain
Shareholders
|
Provided herewith. | |
2.3
|
Agreement
and Plan of Merger, dated June 30, 2005 by and among the Registrant,
AFN
Acquisition Corp., American Fiber Network, Inc. and the Bethell
Family
Trust
|
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on July 6, 2005.
|
10.1
|
Amendment
No. 1 to Employment Agreement between Davel Communications, Inc.
and Tammy
L. Martin, dated April 20, 2005
|
Incorporated
by reference to Exhibit 10.29 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.2
|
Amendment
No. 2 to Employment Agreement between Davel Communications, Inc.
and Tammy
L. Martin, dated May 26, 2005
|
Incorporated
by reference to Exhibit 10.30 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.3
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
between
Jay O. Wright and the Company
|
Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on June 20, 2005.
|
|
10.4
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
between
Kurt Gordon and the Company
|
Incorporated
by reference to Exhibit 10.32 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.5
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005
by and
among the Company, CloseCall America, Inc. and Tom
Mazerski
|
Incorporated
by reference to Exhibit 10.33 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.6
|
Amended
and Restated Executive Employment Agreement, dated June 16, 2005,
between
Geoffrey Amend and the Company
|
Incorporated
by reference to Exhibit 10.34 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.7
|
Securities
Purchase Agreement, dated as of May 13, 2005, by and between
the Company
and Cornell Capital
|
Incorporated
by reference to Exhibit 10.35 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.8
|
Secured
Convertible Debenture, issued on May 13, 2005 by the Company
to Cornell
Capital
|
Incorporated
by reference to Exhibit 10.36 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.9
|
Amended
and Restated Collateral Assignment of Intellectual Property Rights,
made
as of May 13, 2005, by and among the Company, the Company subsidiaries
identified therein and Cornell Capital
|
Incorporated
by reference to Exhibit 10.37 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.10
|
Amended
and Restated Security Agreement, dated as of May 13, 2005, by
and among
the Company, the Company subsidiaries identified therein and
Cornell
Capital
|
Incorporated
by reference to Exhibit 10.38 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.11
|
Investor
Registration Rights Agreement, dated as of May 13, 2005 by and
between the
Company and Cornell Capital
|
Incorporated
by reference to Exhibit 10.39 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
10.12
|
Amended
and Restated Guaranty Agreement, dated as of May 13, 2005, made
by each of
the direct and indirect subsidiaries of the Company in favor
of Cornell
Capital
|
Incorporated
by reference to Exhibit 10.40 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.13
|
Warrant
issued by the Company to Cornell Capital dated May 13,
2005
|
Incorporated
by reference to Exhibit 10.41 to the Registrant’s Form 10-KSB filed June
30, 2005.
|
|
10.14
|
Master
Agreement for Services between Sprint Communications Company
L.P. and Kite
Broadband, LLC, dated May 20, 2005*
|
Provided
herewith.
|
|
20.1
|
Letter
from Jay O. Wright, President and Chief Executive Officer of
the Company
to the Stockholders, dated April 21, 2005
|
Incorporated
by reference to Exhibit 99.1 to the Registrant’s Current Report on Form
8-K filed on April 26, 2005
|
|
21.1
|
Subsidiaries
of Registrant
|
Provided
herewith.
|
|
31.1
|
Certification
by Jay O. Wright, Chief Executive Officer, pursuant to Rule
13a-14(a)
|
Provided
herewith.
|
|
31.2
|
Certification
by Kurt Gordon, Chief Financial Officer, pursuant to Rule
13a-14(a)
|
Provided
herewith.
|
|
32.1
|
Certification
by Jay O. Wright and Kurt Gordon, pursuant to 18 U.S.C. Section
1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002**
|
Provided
herewith.
|
B. |
Reports
on Form 8-K.
|
MOBILEPRO CORP. | ||
|
|
|
Date: August 15, 2005 | By: | /s/ Jay O. Wright |
Jay O. Wright, Chief Executive Officer |
||
|
||
|
|
|
Date: August 15, 2005 | By: | /s/ Kurt Gordon |
Kurt Gordon, Chief Financial Officer |
||