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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
June 30, 2003 Commission File No. 0-18399
SIRICOMM, INC.
-------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 62-1386759
------------------------------ ---------------------------------
(State or jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
-------------------------------------------------- -----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (417) 626-9961
Former name, former address and former fiscal year, if changed since last
report: N/A
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 a 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 [ ]
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of August 14, 2003 was 12,224,150.
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations for the three
and nine months ended June 30, 2003 and June 30, 2002 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended June 30, 2003 and June 30, 2002 5
Condensed Consolidated Statements of Changes in Stockholders'
Equity for the period ended June 30, 2003 6
Notes to the Condensed Consolidated Financial Statements 7-20
2
SIRICOMM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2003 September 30,
(unaudited) 2002
-------------- --------------
ASSETS
Current assets:
Cash $ 10,516 $ 44,304
Prepaid expenses and other current assets 243,429 26,670
Deferred loan costs 279,791 -
Due from affiliates - 15,000
-------------- --------------
Total current assets 533,736 85,974
Furniture and equipment, net of accumulated depreciation
of $36,878 and $22,408 as of June 30, 2003 and
September 30, 2002, respectively 59,587 74,057
-------------- --------------
Total assets $ 593,323 $ 160,031
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of notes payable and long-term debt $ 760,747 $ 1,284,397
Notes payable, related parties 41,000 -
Accounts payable 148,159 12,436
Accrued expenses and other current liabilities 368,414 103,843
-------------- --------------
Total current liabilities 1,318,320 1,400,676
Notes payable and long-term debt, less current maturities - 79,255
-------------- --------------
Total liabilities 1,318,320 1,479,931
-------------- --------------
Stockholders' deficit:
Common stock - par value $.001; 50,000,000 shares authorized;
12,180,284 and 10,000,000 shares issued; 11,985,033 and
222,000 outstanding as of June 30, 2003 and September 30,
2002, respectively 12,180 10,000
Additional paid-in capital 2,998,061 483,912
Deficit accumulated during the development stage (3,276,400) (1,780,599)
Treasury stock, 195,250 and 222,000 shares as of June
30, 2003 and September 30, 2002, respectively (458,838) (33,213)
-------------- --------------
Total stockholders' deficit (724,997) (1,319,900)
-------------- --------------
Total liabilities and stockholders' deficit $ 593,323 $ 160,031
============== ==============
See Notes to Condensed Consolidated Financial Statements.
3
SIRICOMM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
June 30, 2003 June 30, 2002
------------------------------- -------------------------------
For the For the For the For the From Inception
Three Months Nine Months Three Months Nine Months (April 24, 2000) to
Then Ended Then Ended Then Ended Then Ended June 30, 2003
------------- ------------ ------------ ---------- --------------------
Revenues $ - $ - $ - $ - $ -
Operating expenses:
General and administrative 83,097 217,144 21,819 96,061 580,828
Salaries and consulting fees 561,004 817,678 125,226 395,462 1,809,123
Research and development 18,274 62,867 88,593 134,659 321,519
Write-off of notes receivable - - - - 50,000
Depreciation 4,824 14,470 4,800 9,321 37,636
------------- ------------ ------------ ---------- ------------
Total operating expenses 667,199 1,112,159 240,438 635,503 2,799,106
------------- ------------ ------------ ---------- ------------
Operating loss (667,199) (1,112,159) (240,438) (635,503) (2,799,106)
Other expenses:
Interest expense (10,565) (39,473) (13,043) (25,592) (83,125)
Loan costs (112,497) (344,169) (50,000) (50,000) (394,169)
------------- ------------ ------------ ---------- ------------
Net loss $ (790,261) $ (1,495,801) $ (303,481) $ (711,095) $ (3,276,400)
============= ============ ============ ========== ============
Net loss per share, basic and diluted $ (0.07) $ (0.16) $ (31.04) $ (73.98) $ (1.53)
============= ============ ============ ========== ============
Weighted average shares, basic and diluted 11,971,706 9,097,620 9,778 9,612 2,144,032
============= ============ ============ ========== ============
See Notes to Condensed Consolidated Financial Statements.
4
SIRICOMM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
From Inception
Nine Months Nine Months (April 24, 2000)
Ended Ended Through
June 30, June 30, June 30,
2003 2002 2003
----------- ----------- ------------
Cash flows from operating activities:
Net loss $(1,495,801) $ (711,095) $ (3,276,400)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Depreciation 14,470 9,321 37,636
Amortizaton of loan costs - 50,000 50,000
Loan costs funded from stock issuance 344,172 - 344,172
Stock-based compensation 473,370 9,000 482,370
Settlement expense funded from debt acquisition - - 28,000
Write-off of note receivable - - 50,000
Changes in assets and liabilities:
Current assets 15,000 - -
Current liabilities 175,426 (10,989) 328,705
----------- ----------- ------------
Net cash flows from operating activities (473,363) (653,763) (1,955,517)
----------- ----------- ------------
Cash flows from investing activities:
Cash acquired in business combination 1,479 - 1,479
Acquisition of furniture and equipment - (57,819) (98,629)
Proceeds from sale of equipment - 1,406 1,406
----------- ----------- ------------
Net cash flows from financing activities 1,479 (56,413) (95,744)
----------- ----------- ------------
Cash flows from financing activities:
Issuance of notes receivables - - (50,000)
Borrowings under line of credit, net - - 97,043
Procceds from notes payables 475,000 1,027,304 1,526,035
Proceeds from notes payable, related parties 55,000 - 55,000
Payment of notes payable, related party (14,000) - (14,000)
Payment of notes payable (77,904) (28,479) (180,854)
Payment of loan costs - (50,000) (50,000)
Advances from (repayments to) officers, net - (29,471) 386,216
Proceeds from sale of common stock - - 292,337
----------- ----------- ------------
Net cash flows from financing activities 438,096 919,354 2,061,777
----------- ----------- ------------
Change in cash (33,788) 209,178 10,516
Cash, beginning of period 44,304 895 -
----------- ----------- ------------
Cash, end of period $ 10,516 $ 210,073 $ 10,516
=========== =========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 10,596 $ 3,038 $ 25,249
=========== =========== ============
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
Conversion of debt to 6,372 shares of common stock $ - $ - $ 386,216
=========== =========== ============
Acquisition of 1,694 shares of treasury stock for a note payable $ - $ 253,524 $ 253,524
=========== =========== ============
Stock offering costs funded through issuance of stock $ 26,670 $ 26,670
=========== =========== ============
Debt assumed pursuant to reverse acquisition $ 100,000 $ - $ 100,000
=========== =========== ============
Conversion of debt to 1,922,000 shares of common stock $ 1,107,000 $ - $ 1,107,000
=========== =========== ============
Stockholder contribution of stock options on behalf
of the Company $ 351,250 $ - $ 351,250
=========== =========== ============
Issuance of 1,189 shares of treasury stock for prepaid services $ - $ 35,670 $ 35,670
=========== =========== ============
Stockholder contribution of 195,250 shares of common stock to
the Treasury $ 458,838 $ - $ 458,838
=========== =========== ============
See Notes to Condensed Consolidated Financial Statements.
5
SIRICOMM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (APRIL 24, 2000) THROUGH JUNE 30, 2003
Common Stock Additional
------------------------- Paid-in Accumulated Treasury
Shares Amount Capital Deficit Stock Total
---------- -------- ----------- ------------ ---------- ------------
Issuance of founder shares
at inception 3,333 $ 3,333 $ - $ - $ - $ 3,333
Conversion of debt to equity 6,372 6,372 379,844 - - 386,216
Net loss for the period - - - (398,391) - (398,391)
---------- -------- ----------- ------------ ---------- ------------
Balances, September 30, 2000 9,705 9,705 379,844 (398,391) - (8,842)
Issuance of common stock 295 295 288,709 - - 289,004
Net loss for the year - - - (470,597) - (470,597)
---------- -------- ----------- ------------ ---------- ------------
Balances, September 30, 2001 10,000 10,000 668,553 (868,988) - (190,435)
Treasury stock acquisition
(1,694 shares) - - - - (253,524) (253,524)
Issuance of 1,472 treasury shares
of common stock - - (184,641) - 220,311 35,670
Net loss for the year - - - (911,611) - (911,611)
---------- -------- ----------- ------------ ---------- ------------
Balances, September 30, 2002 10,000 10,000 483,912 (1,780,599) (33,213) (1,319,900)
Reverse merger and reorganization 9,712,866 (277) (247,892) - 33,213 (214,956)
Stock issued for loan costs 98,418 98 210,513 - - 210,611
Conversion of debt to equity 2,029,000 2,029 1,104,971 - - 1,107,000
Stock issued for services 330,000 330 451,469 - - 451,799
Stock warrants issued for services - - 185,000 - - 185,000
Stockholder contributions - - 810,088 - (458,838) 351,250
Net loss for the period - - - (1,495,801) - (1,495,801)
---------- -------- ----------- ------------ ---------- ------------
Balances, June 30, 2003 12,180,284 $ 12,180 $ 2,998,061 $ (3,276,400) $ (458,838) $ (724,997)
========== ======== =========== ============ ========== ============
See Notes to Condensed Consolidated Financial Statements.
6
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
1. Nature of operations and summary of significant accounting polices:
Nature of business and basis of presentation:
SiriCOMM, Inc. is engaged in the development of broadband wireless
application services technologies intended for use in the marine and
transportation industries. SiriCOMM's development activities include
integrating multiple technologies including satellite communications,
the Internet, wireless networking, and productivity enhancing software
into commercially viable products and services. SiriCOMM, Inc. expects
to complete development activities and commence revenue-generating
activities in late 2003.
Acquisition:
On November 21, 2002, SiriCOMM, Inc. (f/k/a Fountain Pharmaceuticals,
Inc.), a Delaware corporation (the "Company" or "SiriCOMM") completed
the acquisition of all the issued and outstanding shares of SiriCOMM,
Inc. - a Missouri corporation ("SiriCOMM Missouri"). An aggregate
9,662,562 post-reverse split shares were issued to SiriCOMM Missouri
shareholders. Furthermore, the Company agreed to issue the equivalent
of 15.5% of the post-merger shares (1,922,000 post reverse split
shares) to retire $1,000,000 of convertible notes issued by SiriCOMM
Missouri. As a result and following completion of the acquisition, the
sole director of the Company resigned and four of SiriCOMM Missouri's
principal shareholders were elected in his place. In connection with
this transaction the Company changed its name to "SiriCOMM, Inc."
Since SiriCOMM Missouri is considered the acquirer for accounting and
financial reporting purposes, the transaction has been accounted for in
accordance with reverse acquisition accounting principles as though it
were a recapitalization of SiriCOMM Missouri and a sale of shares by
SiriCOMM Missouri in exchange for the net assets of the Company. The
financial statements include the historical results of operations and
cash flows of SiriCOMM Missouri from inception and operations of
SiriCOMM Delaware from November 21, 2002 through June 30, 2003.
Reporting periods:
In connection with the acquisition discussed above, the financial
information has been presented on a September 30 fiscal year end.
7
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
1. Nature of operations and summary of significant accounting polices
(continued):
Use of estimates:
The preparation of financials statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumption that affect the reported
amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Interim financial information:
The financial statements for the quarter ended June 30, 2003 and notes
thereto should be read in conjunction with the financial statements and
notes thereto for the year ended September 30, 2002 for the Company as
filed in the annual report on Form 10-KSB, the quarters ended December
31, 2002 and March 31, 2003 as filed on Form 10-QSB and SiriCOMM
Missouri as filed in an Amendment to Form 8-K filed with the SEC on
February 4, 2003.
In the opinion of management, all adjustments necessary for a fair
presentation of the results of operations for the periods presented
have been included. The results of operations for the nine months ended
June 30, 2003 and 2002 are not necessarily indicative of the results
for a full year.
The report of the Company's independent auditors for the year ended
September 30, 2002 contains an explanatory paragraph as to the
substantial doubt of the Company's ability to continue as a going
concern. No adjustments have been made to the accompanying financial
statements to give effect to this uncertainty.
Financial instruments:
The carrying value of the Company's financial instruments, including
cash, accounts payable and notes payable approximate their fair market
values.
8
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
1. Nature of operations and summary of significant accounting polices
(continued):
Deferred loan costs:
The Company incurs costs to obtain financing. These costs primarily
represent the fair market values of 1) common stock issued to lenders
pursuant to notes payable the Company's agreements and 2) stock options
granted by the President on the shares he holds of the Company's common
stock. (Note 8) Loan costs are amortized over the terms of the notes
payable.
Furniture and equipment:
Furniture and equipment is depreciated using the straight-line method
over the assets' estimated useful lives of 5 years.
Stock-based compensation:
The Company accounts for compensation costs associated with stock
options issued to employees under the provisions of Accounting
Principles Board Opinion No. 25 whereby compensation is recognized to
the extent the market price of the underlying stock at the grant date
exceeds the exercise price of the options granted. (There have been no
options granted to employees since inception.) Stock-based compensation
to non-employees is accounted for using the fair-value based method
prescribed by Financial Accounting Standard No. 123 - Accounting for
Stock-Based Compensation.
Research and development costs:
The Company incurs costs, principally paid to outside consultants,
associated with computer software to be marketed in the future. Costs
incurred in connection with establishing technological feasibility have
been expensed as research and development costs. Cost incurred
subsequent to establishing technological feasibility, including coding
and testing, will be capitalized.
9
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
1. Nature of operations and summary of significant accounting polices
(continued):
Income taxes:
Effective November 21, 2002, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. This
method also requires the recognition of future tax benefits such as net
operating loss carryforwards, to the extent that realization of such
benefits is more likely than not. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected
to be recovered or settled. The deferred tax assets are reviewed
periodically for recoverability and valuation allowances are provided,
as necessary.
Prior to November 21, 2002, the operations of SiriCOMM Missouri were
included in the personal income tax returns of the stockholders under
Subchapter S of the Internal Revenue Code. The acquisition described in
Note 1 resulted in the revocation of the Company's S corporation
election.
Net loss per share:
Net loss per share represents the net loss available to common
stockholders divided by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflect the
potential that could occur if convertible debt was converted into
common stock. Diluted net loss per share is considered to be the same
as basic net loss per share since the effect of the issuance of common
stock associated with the convertible debt is anti-dilutive.
Recent accounting pronouncements:
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. The statement amends
and clarifies accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts,
and hedging activities. This statement is designed to improve financial
reporting such that contracts with comparable characteristics are
accounted for similarly. The statement, which is generally effective
for contracts entered into or modified after June 30, 2003, is not
anticipated to have a significant effect on the Company's financial
position or results of operations.
10
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
1. Nature of operations and summary of significant accounting polices
(continued):
Recent accounting pronouncements (continued):
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity. This statement establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is
effective for financial instruments entered into or modified after May
31, 2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. The Company currently has
no such financial instruments outstanding or under consideration and
therefore adoption of this standard currently has no financial
reporting implications.
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Valuable Interest Entities. This interpretation
clarifies rules relating to consolidation where entities are controlled
by means other than a majority voting interest and instances in which
equity investors do not bear the residual economic risks. This
interpretation is effective immediately for variable interest entities
created after January 31, 2003 and for interim periods beginning after
June 15, 2003 for interests acquired prior to February 1, 2003. The
Company currently has no ownership in variable interest entities and
therefore adoption of this standard currently has no financial
reporting implications.
11
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
2. Management's plan of operation:
Since its inception, SiriCOMM has financed its activities primarily
from short-term loans, a portion of which are in default (Note 3). To
date, SiriCOMM has not introduced its products and services
commercially, and has limited assets, significant liabilities and
limited business operations. Managements' plan of operations for fiscal
2003 has been for the Company to raise additional capital ($6-$10
million) and build a network to service up to 250,000 simultaneous
users. The construction of the initial network is estimated to cost
$4-$6 million and is expected to be financed by a private sale of
securities. At this time, there are no firm commitments on anyone's
part to invest in the Company and if the Company is unable to obtain
such financing, the technology may never be commercially sold. The
Company is in discussions with two technology companies to provide "in
kind" products and services in exchange for equity in the Company.
Additionally, the Company has been the recipient of a $1,000,000
Federally Guaranteed Economic Development loan by the U.S. Department
of Agriculture predicated upon the Company's demonstration of raising
$1,000,000 of equity. The Company has issued a term sheet to several
interested individuals with the intention of raising $1,500,000. The
Company is presently in discussions with existing shareholders,
merchant bankers and other investment entities to obtain this funding.
Although the Company is encouraged by recent expression of interest,
there can be no assurances that the Company will be successful in
obtaining debt or equity financing in order to achieve its financial
objectives and continue as a going concern. The financial statements do
not include any adjustments to the carrying amount of assets and the
amounts and classifications of liabilities that might result from the
outcome of this uncertainty.
12
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
3. Notes payable:
Notes payable consists of the following at June 30, 2003.
Line of credit, bank, interest at 7%, secured by all
assets of the Company (currently existing or
thereafter acquired) and personally guaranteed by a
stockholder of the Company, due July 20, 2004, or
upon demand by the bank. $ 102,110
Note payable, former stockholder, bearing interest at
2.5%, unsecured principal and interest due in monthly
installments of $10,000 through May 2004 (a). 133,637
Notes payable bearing interest at 10%, unsecured,
interest and principal due ranging from November 1,
2002 (b) through August 18, 2003. 150,000
Notes payable, bearing interest ranging from 4% to
8%, unsecured, interest and principal due on the date
that the Company shall receive sufficient invested or
borrowed sums to pay all amounts due. 50,000
Notes payable, bearing interest at 4%, unsecured,
interest and principal due the earlier of the date
which the Company shall receive sufficient invested
or borrowed sums to pay all amounts due or the dates
ranging from October 31, 2003 through June 30, 2004. 325,000
---------
$ 760,747
=========
(a) As of August 14, 2003, the Company was in default on this note payable.
The former stockholder filed suit for breach of contract in July 2003
(Note 9).
(b) As of August 14, 2003, the Company was in default with respect to notes
payable covering $125,000 of indebtedness. The Company is in
discussions with the applicable lenders to extend the terms of these
agreements.
13
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
4. Notes payable, related parties:
In November and December 2002, the Company borrowed an aggregate of
$55,000 from one officer and one director of the Company. The notes
bear interest at 4%, are unsecured, and are due the earlier of either
the date on which the Company shall receive sufficient invested or
borrowed sums to pay all amounts owed or June 30, 2003.
Interest expense for the nine months ending June 30, 2003 and 2002 was
nominal.
5. Subordinated convertible debenture:
On February 20, 2002, the Company issued a 6% Subordinated Convertible
Debenture (the "Debenture") due May 31, 2002, in the principal amount
of $100,000. The Debenture (principal and interest) was convertible
into the Company's common stock at $1.00 per share, which resulted in a
beneficial conversion feature of $100,000 at the time of conversion.
The beneficial conversion feature amount was allocated to paid in
capital and immediately charged to operations. On April 9, 2003, the
Debenture and related accrued interest was converted to 107,000 shares
of the Company's common stock.
6. Stockholders' deficit:
Common stock:
In November 2002, in connection with the merger discussed in Note 1,
the Company combined the outstanding shares of common stock to a single
class of common stock and affected a one-for-sixty reverse split of the
outstanding shares. In connection therewith, the par value of the stock
was decreased to $0.001. Additionally, the authorized number of shares
of common stock was increased to 50,000,000 shares and preferred stock
authorized increased to 5,000,000 shares.
On November 21, 2002, the Company issued 9,662,562 post-reverse split
common shares in exchange for all of the outstanding common stock of
SiriCOMM Missouri.
14
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
6. Stockholders' deficit (continued):
In November 2002, the Company issued 716,000 shares of its common stock
registered with the SEC on Form S-8, at the fair market value of the
stock for services based on a consulting agreement. In February 2003,
it was determined by mutual consent of the parties to the consulting
agreement that the agreement would be cancelled and all shares issued
were returned to the Company. The registration statement with regard to
these shares was withdrawn on March 12, 2003.
In January 2003, the Company issued 1,922,000 shares of its common
stock in satisfaction of $1,000,000 of convertible notes issued by
SiriCOMM Missouri.
On April 9, 2003, the Company issued an aggregate of 107,000 shares of
its common stock to an unaffiliated third party in connection with the
conversion of $107,000 of a subordinated convertible debenture and
accrued interest. The shares were issued under the exemption from
registration provided in Section 4(2) of the Securities Act of 1933.
On April 14, 2003, the Company issued an aggregate of 330,000 shares of
common stock to the partners of Sommer & Schneider LLP (Joel C.
Schneider (15,000) and Herbert H. Sommer (15,000)) in consideration of
legal services performed on behalf of the Company and Robert Smith
(300,000) for services rendered from April 2003 through June 2003 to
the Company. These shares were issued under the Company's 2002
Incentive Stock Option Plan and are fully paid, non-assessable, validly
issued and registered with the SEC pursuant to a Registration Statement
on Form S-8 filed with the SEC on April 14, 2003.
From January through June 2003, the Company issued an aggregate of
98,418 shares of common stock (valued based on the average trading
price of the stock for the previous 90 days or $210,611) for loan costs
incurred. The Company has also accrued approximately $62,000 for loan
costs related to shares due to be issued. The related expense of
approximately $143,000 is included as loan costs and the remaining
balance of approximately $130,000 is included as deferred loans costs
in the accompanying financial statements.
15
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
6. Stockholders' deficit (continued):
Treasury stock:
In April 2003, the Company reacquired 195,250 shares of common stock as
a contribution from a stockholder. These share are recorded at the fair
market value of the Company's common on the date the shares were
received by the Company.
Common stock warrants:
In May 2003, the Company entered into a consulting agreement whereby
they are obligated to issue 370,000 common stock warrants with an
exercise price of $1.00 and a fair market value of $458,838.
Black Scholes Assumptions:
The Company accounts for compensation costs associated with stock
options issued to employees under the provisions of Accounting
Principles Board Opinion No. 25 ("APB 25") whereby compensation is
recognized to the extent the market price of the underlying stock at
the date of grant exceeds the exercise price of the option granted.
Stock-based compensation to non-employees is accounted for using the
fair-value based method prescribed by Financial Accounting Standard No.
123 ("FAS 123"). There were no issuances of equity instruments to
employees during the six months ended June 30, 2003.
The Company used the Black-Scholes options-pricing model to determine
the fair value of each option grant as of the date of grant for
consulting expense incurred. The following assumptions were used for
grants in 2003: No dividend yield, expected volatility of 122.18%;
risk-free interest rates of 2% and expected lives of 2 years.
2002 Incentive stock option plan:
The Company has adopted and the shareholders have approved an incentive
stock option plan (the "Plan") covering 3,000,000 post-reverse split
shares of the Company's common stock, pursuant to which eligible
participants of the Company and its subsidiaries and affiliates are
eligible to receive stock options, stock appreciation rights,
restricted stock performance stock awards and bonus stock until May 15,
2012.
16
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
6. Stockholders' deficit (continued):
2002 Incentive stock option plan (continued):
The Plan permits the granting of non-transferable stock options that
are intended to qualify as incentive stock options ("ISO's) under
section 422 of the (Internal Revenue code of 1986) and stock options
that do not so qualify ("Non-Qualified Stock Options"). The option
exercise price for each share covered by an option shall be determined
by the Stock Option Committee but shall not be less than 100% of the
fair market value of a share on the date of grant. The term of each
option will be fixed by the Stock Option Committee, but may not exceed
10 years from the date of the grant in the case of an ISO or 10 years
and two days from the date of the grant in the case of a Non-Qualified
Stock Option. In the case of 10% stockholders, no ISO shall be
exercisable after the expiration of five years from the date the ISO is
granted.
Non-transferable stock appreciations rights ("SAR's") may be granted in
conjunction with options, entitling the holder upon exercise to receive
an amount in any combination of cash or unrestricted common stock of
the Company as determined by the Stock Option Committee, not greater in
value than the increase since the date of grant in the value of the
shares covered by such right. Each SAR will terminate upon the
termination of the related option.
Restricted shares of the common stock may be awarded by the Stock
Option Committee subject to such conditions and restrictions as they
may determine. The Stock Option Committee shall also determine whether
a recipient of restricted shares will pay a purchase price per share or
will receive such restricted shares without any payment in cash or
property. No restricted stock award may provide for restrictions beyond
ten (10) years from the date of grant.
Performance shares of common stock may be awarded without any payment
for such shares by the Stock Option Committee if specified performance
goals established by the Committee are satisfied. The Committee shall
establish the maximum number of shares of stock to be issued to a
designated employee if the performance goals are attained. The
Committee must certify in writing that a performance goal has been
attained prior to issuance of any certificate for a performance stock
awarded to any employee.
The committee may also award shares of common stock as bonus stock to
senior officers, consultants and employees designated by the Committee,
without any payment for such shares and without any specified
performance goals.
17
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
6. Stockholders' deficit (continued):
2002 Incentive stock option plan (continued):
The Plan provides (a) in the event of a "Change of Control" (as defined
in the Plan), unless otherwise determined by the Stock Option Committee
prior to such Change of Control, or (b) to the extent expressly
provided by the Stock Option Committee at or after the time of grant,
in the event of a "Potential Change of Control" (as defined in the
Plan), (i) all stock options and related SAR's (to the extent
outstanding for at least six months) will become immediately
exercisable; (ii) the restrictions and deferral limitations applicable
to outstanding restricted stock awards and deferred stock awards will
lapse and the shares in question will be fully vested; and (iii) the
value of such options and awards, to the extent determined by the Stock
Option Committee, will be cashed out on the basis of the highest price
paid (or offered) during the preceding 60-day period, as determined by
the Stock Option Committee. The Change of Control and Potential Change
of Control provisions may serve as a disincentive or impediment to a
prospective acquirer of the Company and, therefore, may adversely
affect the market price of the common stock of the Company.
7. Income taxes:
Deferred tax assets consist of the following at June 30, 2003:
Net operating loss carryover $ 543,000
Valuation allowance (543,000)
-----------------
$ -
=================
Income tax (expense) benefit consists of the following at June 30,
2003:
Current:
Federal $ -
-----------------
Deferred:
Deferred -
Benefit of net operating loss carryover 543,000
Change in valuation allowance (543,000)
-----------------
-
-----------------
$ -
=================
18
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
7. Income taxes (continued):
The expected income tax benefit at the statutory tax rate differed from
income taxes in the accompanying statements of operations as follows:
Percentage
of loss before
income taxes
June 30,
2003
--------------
Statutory tax rate 35.0%
State tax 3.5%
Change in deferred tax asset
valuation allowance (38.5%)
--------
Effective tax rate in accompanying
statement of operations 0%
=======
8. Related party transactions:
Stockholder contributions:
An officer and a major stockholder issued stock options on the
Company's common stock owned by him on behalf of the Company. The fair
value on the date of issuance of these stock options of approximately
$350,000 (calculated using the Black-Scholes formula - see Note 6) was
recorded as a capital contribution to the Company. Loan costs of
approximately $200,000 and deferred loan costs of approximately
$150,000 have been included in accompanying financial statements.
9. Commitments and contingencies:
Consulting agreements:
In June 2003, the Company entered into a research consulting agreement
which expires July 18, 2004. Pursuant to the agreement the Company is
obligated to issue 55,944 shares of common stock, with a fair value of
$80,000, which were valued at the average trading value for the five
days subsequent to the execution of the agreement. As of June 30, 2003,
the Company had not issued these shares and therefore $80,000 has been
included in accrued expenses in the accompanying financial statements.
19
SIRICOMM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION (APRIL 24, 2000) TO JUNE 30, 2003
(Unaudited)
9. Commitments and contingencies (continued):
Consulting agreements (continued):
On May 30, 2003, the Company entered into a business consulting
agreement for $10,000 paid monthly which expires May 30, 2004. Pursuant
to the agreement the Company is obligated to issue 370,000 transferable
warrants to purchase 370,000 shares of common stock of the Company for
$1.00 per share.
Legal proceedings:
On July 26, 2003, the Company was named a defendant in a lawsuit
entitled Greg Sanders v. SiriComm, Inc. The action was brought in the
Circuit Court of Newton County, Neosho, Missouri. The action is for
breach of settlement contract and seeks damages in the principal amount
of $134,000 plus an additional $30,000 in alleged acceleration
interest. The Company acknowledges the debt and will attempt to
negotiate a settlement of this matter. In the meantime, the Company has
retained counsel to respond to the Complaint.
10. Subsequent Events:
Consulting agreements:
July 2, 2003, the Company entered into a business consulting agreement
which expires on January 1, 2004. Pursuant to this agreement the
Company is obligated to issue 200,000 shares of common stock to as
compensation for the consulting services.
On August 7, 2003, the Company entered into a business consulting
agreement which expires July 31, 2004. Pursuant to this agreement the
Company is obligated to issue 416,000 shares of common stock to
compensate for the consulting services. These shares are to be
registered by the Company under the Securities Act of 1933 pursuant to
a Registration Statement on Form S-8.
Promissory notes:
On July 29, 2003, the Company borrowed $25,000 from a related party, a
director of the Company. The loan provides for a one year maturity, and
interest at 4 percent annually. In connection with the loan, the
Company agreed to issue 9,842 shares of the Company's common stock and
an officer/major stockholder agreed to issue 25,000 stock options on
behalf of the Company.
20
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Background
SiriCOMM, Inc. ("Company"), was incorporated in the State of Delaware on March
23, 1989 as Fountain Pharmaceuticals, Inc. The Company ceased operations and had
been inactive since July 2001.
On November 21, 2002, the Company completed the acquisition of SiriCOMM, Inc., a
company organized under the laws of the State of Missouri in April 2000
("SiriCOMM"). In connection with the acquisition, the Company changed its name
to SiriCOMM, Inc. and the former director resigned his positions with the
Company and appointed Henry P. Hoffman, David Mendez, Kory S. Dillman and Tom
Noland officers and directors of the Company. On March 14, 2003, Tom Noland
resigned as an officer. On April 9, 2003, J. Richard Iler replaced Mr. Noland as
an officer and director of the Company. On August 11, 2003, the Company
appointed Terry Thompson as a director of the Company.
As a result of the acquisition, the Company's business operations are those of
SiriCOMM.
Plan of Operations
SiriCOMM was incorporated in April 2000. SiriCOMM is engaged in the development
of broadband wireless applications service provider technologies serving the
marine and highway transportation industries. SiriCOMM's current development
activities include integrating multiple technologies including satellite
communications, the Internet (and intranets), wireless networking, and
productivity enhancing software into commercially viable products and services
for its target industries. SiriCOMM, to date, has not introduced its products
and services commercially and is considered a development stage enterprise.
SiriCOMM has limited assets, significant liabilities and limited business
operations. To date, activities have been limited to organizational matters,
development of its products and services and capital raising.
21
Management's plan of operation for the next twelve months is to raise additional
capital and build a network to service up to 250,000 simultaneous users within
six (6) months of raising capital. The construction of the initial network is
estimated to cost $4-6 million and is expected to be financed by the private
sale of the Company's securities following the SiriCOMM Acquisition. There are
no firm commitments on anyone's part to invest in the Company or SiriCOMM and if
the combined entity is unable to finance the acquisition through the private
sale of its securities or other financing, the SiriCOMM technology may never be
commercially sold. The Company is in discussions with two technology companies
to provide "in kind" products and services in exchange for equity in the
Company. Additionally, the Company has been the recipient of a $1,000,000
Federally Guaranteed Economic Development loan by the U.S. Department of
Agriculture predicated upon the Company's demonstration of raising $1,000,000 of
equity. The Company has issued a term sheet to several interested individuals
with the intention of raising $1,500,000. The Company at this point has no
assurances as to its ability to complete any of the above transactions.
The Company is presently in discussions with existing shareholders who have
expressed a desire to infuse additional capital. Additionally, a Missouri based
CAPCO has expressed interest in an equity contribution. The Company has engaged
a merchant banker based in Connecticut to identify institutional investors who
may similarly be interested in a private issue in this public entity. A Boston
private equity firm is also reviewing the business plan to ascertain a possible
interest.
From inception (April 24, 2000) through June 30, 2003, SiriCOMM has not
generated any revenues. During the period from inception (April 24, 2000)
through June 30, 2003, SiriCOMM had net losses totaling $3,276,400. During the
three months ended June 30, 2003, net losses totaled $790,261. From inception
through June 30, 2003, SiriCOMM's general and administrative expenses totaled
$580,828 or 21% of total operating expenses, while for the three months ended
June 30, 2003 general and administrative expenses totaled $83,097 or 13% of
total operating expenses. From inception through June 30, 2003, SiriCOMM
incurred salaries and consulting fees of $1,809,123 or 65% of operating
expenses, of which $561,004, or 84% of total operating expenses was incurred
during the three months ended June 30, 2003. Research and development costs were
$321,519 or 12% of total operating expenses incurred in the period from
inception (April 24, 2000) through June 30 2003, while expenses incurred during
the three months ended June 30, 2003 totaled $18,274 or 3% of total operating
expenses. These substantial declines were a result of 1) substantial completion
of this research and development phase and 2) cash flow considerations.
22
From inception through June 30, 2003, the Company has incurred interest expenses
$83,125, of which $10,565 was incurred during the three months ended June 30,
2003.
In February 2002, SiriCOMM entered into four executive employee agreements with
certain officers/directors. As part of these agreements, SiriCOMM is obligated
to pay these individuals an aggregate annual compensation of $525,000 through
February 2005. On March 21, 2003 one of the executive officers resigned and his
employment agreement was terminated. Accordingly, the Company's annual
obligation was reduced to $390,000.
Liquidity and Capital Resources
Since inception, SiriCOMM has financed its activities primarily from short-term
loans. As of January 1, 2003, the balance due on these loans aggregated
$1,579,623. In January 2003, 1,922,000 shares of common stock of the Company
were issued in exchange for the satisfaction of $1,000,000 of these loans.
During the three months ended June 30, 2003, the Company borrowed an additional
$150,000. As of June 30, 2003, the balance due on these loans aggregated
$760,747.
As of June 30, 2003, SiriCOMM had total assets of $593,323, of which $533,736
was current. At June 30, 2003, SiriCOMM had total liabilities of $1,318,320, all
of which is current. SiriCOMM's working capital deficit and equity deficiency at
June 30, 2003 were $774,584 and $724,997 respectively.
SiriCOMM is dependent on raising additional funding necessary to implement its
business plan as outlined above. SiriCOMM's auditors have issued a "going
concern" opinion on the financial statements for the year ended September 30,
2002, indicating that SiriCOMM is in the development stage of operations, has a
working capital and net equity deficiency, is in default with respect to a
portion of its loan agreements and has not yet generated revenues through August
14, 2003. These factors raise substantial doubt in SiriCOMM's ability to
continue as a going concern. If SiriCOMM is unable to raise the funds necessary
to build a network and fund its operations, it is unlikely that SiriCOMM will
remain as a viable going concern.
23
Forward Looking Statements. This report contains certain forward-looking
statements that are based on current expectations. In light of the important
factors that can materially affect results, including those set forth above and
elsewhere in this report, the inclusion of forward-looking information herein
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. The Company may
encounter competitive, technological, financial and business challenges making
it more difficult than expected to continue to market its products and services;
competitive conditions within the industry may change adversely; the Company may
be unable to retain existing key management personnel; the Company's forecasts
may not accurately anticipate market demand; and there may be other material
adverse changes in the Company's operations or business. Certain important
factors affecting the forward looking statements made herein include, but are
not limited to (i) accurately forecasting capital expenditures and (ii)
obtaining new sources of external financing. Assumptions relating to budgeting,
marketing, product development and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revisions
based on actual experience and business developments, the impact of which may
cause the Company to alter its capital expenditure or other budgets, which may
in turn affect the Company's financial position and results of operations.
24
Item 3: Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms and that
such information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the quarter
covered by this report. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective at the reasonable assurance level.
There has been no change in the Company's internal controls over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
25
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
On July 26, 2003 the Company was named a defendant in a lawsuit
entitled Greg Sanders v. SiriComm, Inc. The action was brought in the
Circuit Court of Newton County, Neosho, Missouri (CV303-559CC). The
action is for breach of contract and seeks damages in the principal
amount of $134,000 plus an additional $30,000 in alleged acceleration
interest. The Company acknowledges the debt and will attempt to
negotiate a settlement of this matter. In the meantime, the Company has
retained counsel to respond to the Complaint.
Item 2: Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) From December 2002 through July 2003, the Company borrowed an
aggregate of $250,000 from seven unaffiliated third parties.
In connection with these loans, the Company issued the lenders
an aggregate 98,416 shares of its common stock. In connection
with these loans, the Company's CEO issued an aggregate of
250,000 options to purchase shares of his own stock at $1.00
per share. On August 8, 2003 Mr. Terry Thompson, who had lent
the Company an aggregate of $50,000 and received 19,684 of
these shares and 50,000 of the aforementioned options, was
elected a director of the Company. The shares were issued
under the exemption from registration provided in Section 4(2)
of the Securities Act of 1933. The lenders represented their
intention to acquire the securities for investment only and
not with a view to or for sale in connection with any
distribution of the securities and appropriate legends were
affixed to the certificates. The Company utilized the proceeds
of these loans for general working capital purposes.
On January 7, 2003, the Company issued an aggregate of
1,922,000 shares to two unaffiliated third parties in
connection with the conversion of an aggregate of $1,000,000
of convertible notes. The shares were issued under the
exemption from registration provided in Section 4(2) of the
Securities Act of 1933. The lenders represented their
intention to acquire the securities for investment only and
not with a view to or for sale in connection with any
distribution of the securities and appropriate legends were
affixed to the certificates.
26
On April 9, 2003, the Company issued an aggregate of 107,000
shares to an unaffiliated third party in connection with the
conversion of $107,000 of a subordinated convertible debenture
and interest. The shares were issued under the exemption from
registration provided in Section 4(2) of the Securities Act of
1933. The lenders represented their intention to acquire the
securities for investment only and not with a view to or for
sale in connection with any distribution of the securities and
appropriate legends were affixed to the certificates.
On April 14, 2003, the Company issued an aggregate of 330,000
shares of Bonus Stock to the partners of Sommer & Schneider
LLP (Joel C. Schneider (15,000) and Herbert H. Sommer
(15,000)) in consideration of legal services performed on
behalf of the Company and Robert Smith (300,000) for services
to be rendered from April through June 2003 to the Company.
Such shares were issued under the Company's 2002 Incentive
Stock Option Plan and are fully paid, non-assessable, validly
issued and registered with the SEC pursuant to a Registration
Statement on Form S-8 filed with the SEC on April 14, 2003.
On June 2, 2003 the Company entered into a letter agreement
with The Research Works, Inc. ("RW"), pursuant to which RW
agreed to provide equity research with respect to the
Company's common stock. Pursuant to the Agreement, the Company
agreed to issue $80,000 worth of the Company's common stock.
Based on the price of the Company's common stock, the number
of shares to be issued to RW is 55,944. To date, the Company
has not issued these shares but intends on issuing them
shortly.
On July 2, 2003, the Company entered into a consulting
agreement with CLX & Associates pursuant to which the Company
retained CLX to provide the Company with (i) short and long
term strategic planning; (ii) short term crisis management;
(iii) short and long term marketing (iv) meetings with
qualified companies for joint business ventures; (v)
contracting and interviewing qualified accounting firms and
legal counsel; (vi) recruitment selection of key executives
and staff; (vii) internet and website design; and (viii)
recommending and identifying of board members. Pursuant to the
agreement, the Company issued to Mr. Robert Weidenbaum,
President of CLX & Associates, 200,000 shares of its common
stock. Such shares were issued under the Company's 2002
Incentive Stock Option Plan and are fully paid,
non-assessable, validly issued and registered with the SEC
pursuant to a Registration Statement on Form S-8 filed with
the SEC on April 14, 2003.
27
(d) Not Applicable
Item 3.: Defaults upon Senior Securities
None
Item 4.: Submission of Matters to a Vote of Security Holders
None
Item 5.: Other Information
On May 30, 2003 the Company entered into a consulting
agreement with Staunton McLane LLC. Pursuant to this
agreement, Staunton McLane agreed to assist the Company in
building its business both organically and strategically. The
term of this agreement is for a minimum of 12 months, however,
either party may cancel the agreement at the end of six months
upon one month's written notice of cancellation. As
compensation, the Company agreed to pay Staunton McLane
$10,000 per month and issue 370,000 5-year common stock
purchase warrants exercisable at $1.00 per share. To date, the
Company has not paid any monies nor have they issued any
warrants to Staunton McLane.
On August 7, 2003, the Company entered into a business
consulting agreement which expires July 31, 2004. Pursuant to
this agreement, the Company is obligated to issue 416,000
shares of common stock to compensate the Consultant. These
shares will be issued from the Company's equity incentive
plan, which has been registered under the Securities Act of
1933 pursuant to a Registration Statement on Form S-8.
Item 6.: Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
10.1 Consulting Agreement dated July 2, 2003 between the
Company and CLX & Associates.
10.2 Consulting Agreement dated June 2, 2003 between the
Company and The Research Works, Inc.
10.3 Consulting Agreement and addendums dated May 30, 2003
between the Company and Staunton McLane LLC.
31.1 Certification of Chief Executive Officer of Periodic
Report Pursuant to Rule 13a-15(e) and Rule 15d-15(e).
31.2 Certification of Chief Financial Officer of Periodic
Report Pursuant to Rule 13a-15(e) and Rule 15d-15(e).
32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350
(b) Reports on Form 8-K
None
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 19, 2003 SIRICOMM, INC.
By: /s/ Henry P. Hoffman
----------------------------------------
Henry P. Hoffman, President
and Chief Executive Officer
By: /s/ J. Richard Iler
----------------------------------------
J Richard Iler, Executive Vice President
and Chief Financial Officer
29