FILER:
COMPANY DATA:
--------------
COMPANY CONFORMED NAME: AMERICAN NORTEL COMMUNICATIONS INC.
CENTRAL INDEX KEY: 0000875711
STANDARD INDUSTRIAL CLASSIFICATION: TELECOMMUNICATIONS
IRS NUMBER: 87-0507851
STATE OF INCORPORATION: WY
FISCAL YEAR END: 630
FILING VALUES:
---------------
FORM TYPE: 10-QSB
SEC ACT:
SEC FILE NUMBER: 001-13134
FILM NUMBER:
BUSINESS ADDRESS:
------------------
STREET 1: 7201 E CAMELBACK ROAD, SUITE 320
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85251
BUSINESS PHONE: 480-945-1266
MAIL ADDRESS:
--------------
STREET 1: 7201 E CAMELBACK ROAD, SUITE 320
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85251
1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
____________________
FORM 10-QSB
____________________
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
For the transition period from _____________ to _______________
____________________
Commission File No. 1-13134
____________________
AMERICAN NORTEL COMMUNICATIONS, INC.
(Exact name of small business issuer as specified in its charter)
Wyoming 87-0507851
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7201 East Camelback Road, Suite 320
Scottsdale, AZ 85251
(Address of principal executive offices)
(480) 945-1266
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
The number of shares of the issuer's common equity outstanding as of
November 27, 2001 was 15,273,785 shares of common stock, no par value.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
2
AMERICAN NORTEL COMMUNICATIONS, INC.
INDEX TO FORM 10-QSB FILING
FOR THE QUARTER ENDED SEPTEMBER 30, 2001
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets
September 30, 2001 (unaudited) and June 30, 2001. . . . . . 4
Statements of Operations
For the Three Months Ended September 30, 2001 (unaudited)
and 2000 (unaudited). . . . . . . . . . . . . . . . . . . . 5
Statements of Cash Flows
For the Three Months Ended September 30, 2001 (unaudited)
and 2000 (unaudited). . . . . . . . . . . . . . . . . . . . 6
Notes to the Consolidated Financial Statements . . . . . . . . . 7-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . 9-13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN NORTEL COMMUNICATIONS, INC.
COMPARATIVE BALANCE SHEETS
AS OF JUNE 30, 2001 and SEPTEMBER 30, 2001
ASSETS
SEPTEMBER 30, 2001 JUNE 30, 2001
(unaudited)
CURRENT ASSETS:
Cash and Cash Equivalents $ 251,309 $ 219,816
Accounts Receivable 1,795,031 2,153,652
Investment in Marketable Securities 1,175,793 3,221,470
Deferred income taxes 295,229 295,229
Notes Receivables 33,505 32,982
-------------------- ---------------
TOTAL CURRENT ASSETS 3,550,867 5,923,149
-------------------- ---------------
PROPERTY AND EQUIPMENT:
Furniture and Fixtures 4,660 4,660
Equipment & Computer Equipment 81,657 81,657
Telecommunications Property 1,650 1,650
LESS: Accumulated Depreciation and Amortization (67,975) (64,375)
-------------------- ---------------
TOTAL PROPERTY AND EQUIPMENT 19,992 23,592
-------------------- ---------------
OTHER ASSETS:
Other Assets 6,667 6,667
Investment in Unconsolidated Subsidiaries 229,888 165,282
-------------------- ---------------
TOTAL OTHER ASSETS 236,555 171,949
-------------------- ---------------
TOTAL ASSETS 3,807,414 6,118,690
-------------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade Accounts Payable 240,728 280,644
Trade Accounts Payable - Other 339,101 339,101
Income Taxes Payable 381,431 396,431
Accrued Expenses 182,122 210,729
Accrued Interest 48,438 48,438
Note Payable 50,000 50,000
Factoring Arrangement -0- 237,806
Notes Payable Affliate 48,263 -0-
-------------------- ---------------
TOTAL CURRENT LIABILITIES 1,290,082 1,563,149
-------------------- ---------------
STOCKHOLDER' EQUITY:
Common Stock no par value, 50,000,000 shares
15,273,785 and 15,273,785 issued and outstanding
For September 30, 2001 and June 30, 2001 21,980,202 21,980,202
Additional Paid In Capital 51,795 51,795
Treasury Stock, 236,858 shares at cost (759,773) (759,773)
Unrealized gain on investments held for sale 1,157,912 15,201
Retained Deficit (17,596,979) (16,731,884)
-------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 2,517,333 4,555,541
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,807,414 $ 6,118,690
-------------------- ---------------
See the accompanying notes to these unaudited financial statements
4
AMERICAN NORTEL COMMUNUNICATIONS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
THREE MONTH THREE MONTH
ENDED SEPTEMBER ENDED SEPTEMBER
30, 2001 30, 2000
----------------- -----------------
(unaudited)
INCOME
Revenue $ 1,063,920 $ 3,199,036
COST OF SALES 577,277 2,587,806
----------------- -----------------
GROSS PROFIT 468,643 611,231
----------------- -----------------
SELLING EXPENSES -0- 111,262
GENERAL AND ADMINISTRATIVE 360,303 278,158
DEPRECIATION AND AMORTIZATION 3,600 38,523
----------------- -----------------
TOTAL EXPENSES 363,903 427,943
----------------- -----------------
EARNINGS (LOSS) FROM OPERATIONS 122,741 183,287
----------------- -----------------
OTHER INCOME (EXPENSE)
Other Income -0- 8,479
Interest Income/(Expense) (1,746) (16,718)
Impairment Loss (989,581) -0-
----------------- -----------------
TOTAL OTHER INCOME (EXPENSE) (865,835) (25,197)
----------------- -----------------
Net Income (Loss) Before Income Taxes (865,094) 208,484
Provisions for Income Taxes -0- 89,204
----------------- -----------------
NET INCOME (LOSS) $ (865,094) $ 119,280
================= =================
EARNINGS (LOSS) PER SHARE:
Basic Earnings (Loss) Per Share ($.06) $ .01
================= =================
WEIGHTED AVERAGE NUMBER OF COMMON 15,273,785 15,273,785
================= =================
SHARES OUTSTANDING
Diluted Earnings (Loss) Per Share ($.06) $ .01
================= =================
WEIGHTED AVERAGE NUMBER OF COMMON 15,273,785 15,273,785
================= =================
AND COMMON SHARE EQUIVALENTS OUTSTANDING
See the accompanying notes to these unaudited financial statements
5
AMERICAN NORTEL COMMUNUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
THREE MONTH THREE MONTH
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2000
--------------- ---------------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ (865,094) 119,280
Adjustments to reconcile net income to net cash used by operating
activities.
Depreciation and amortization 3,600 3,600
Impairment Loss 989,581 -0-
(Increase) decrease in assets
Trade accounts receivable 358,621 1,310,706
Prepaid and other current assets -0- (69,405)
Deferred Tax Asset -0- (13,969)
Increase (decrease) in liabilities
Trade accounts payable (39,916) (322,153)
Income Taxes payable (15,000) 103,173
Accrued Interest -0- 1,124
Factoring Arrangement (237,806) -0-
Accrued Liabilities (28,607) (43,600)
--------------- ---------------
NET CASH PROVIDED (USED) IN 165,377 1,088,756
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Note Recievables Affliates (523) -0-
Investment in Subsidiary (181,624) -0-
Purchases of marketable securities -0- (700,000)
--------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES (182,147) (700,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments notes -0- (704,595)
Notes to Affiliates 48,263 -0-
--------------- ---------------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 48,263 (704,595)
NET INCREASE (DECREASE) IN CASH 31,493 (315,839)
CASH AT BEGINNING OF PERIOD 219,816 1,405,002
--------------- ---------------
CASH AT END OF PERIOD $ 251,309 $ 1,089,163
=============== ===============
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
1. Basis of Presentation
The accompanying unaudited financial statements represent the consolidated
financial position of American Nortel Communications, Inc. ("Company") as of
September 30, 2001 and include results of operations of the Company and cash
flows for the three months ended September 30, 2001. These statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions for Form 10-QSB. Accordingly, they
do not include all the information and footnotes required by generally accepted
accounting principles ("GAAP") for complete financial statements. In the
opinion of management, all adjustments to these unaudited financial statements
necessary for a fair presentation of the results for the interim period
presented have been made. The results for the three months ended September 30,
2001 may not necessarily be indicative of the results for the entire fiscal
year. These financial statements should be read in conjunction with the
Company's Form 10-KSB for the year ended June 30, 2001, including specifically
the financial statements and notes to such financial statements contained
therein.
2. Summary of Significant Accounting Policies
The accounting policies followed by the Company, and the methods of applying
those policies, which affect the determination of its financial position,
results of operations or cash flows are summarized below:
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include all short-term liquid investments that are
readily convertible to known amounts of cash and have original maturities of
three months or less. At times cash deposits may exceed government insured
limits.
Concentration of Credit Risk
----------------------------
The Company maintains its cash balances in two banks in Phoenix, Arizona. The
Federal Depository Insurance Corporation (FDIC) insures accounts at each
institution up to $100,000. The Company maintains investment balances with two
brokerage firms. The Security Investor Protection Corporation (SPIC) insures
accounts at these firms up to $500,000.
Income Taxes
------------
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes, which, among other things, requires that recognition of deferred income
taxes be measured by the provisions of enacted tax laws in effect at the date of
the financial statements. No tax benefit was recorded on the expected operating
loss for the quarter ended as the year ended does not expect the realizability
of the deferred tax asset and it is uncertain. Therefore we are providing a
100% valuation of the tax benefit until fully restored.
Revenue Recognition
-------------------
The Company's revenues are derived principally from long distance service.
Revenue is recorded when service is rendered, which is when a long distance call
is completed, and is recorded net of an allowance for certain amounts which the
Company estimates will be refunded, rebated, uncollectable, or not billable.
7
Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash, investments in marketable securities, trade
accounts receivable, trade accounts payable, accrued liabilities and notes
payable, approximate their fair value due to the short maturity of these
instruments. The Company has determined that the recorded amounts approximate
fair value.
Net Income Per Share
--------------------
Net loss per share is calculated using the weighted average number of shares of
common stock outstanding during the year. The Company has adopted the provisions
of Statement of Financial Accounting Standards No. 128, Earnings Per Share.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
This may affect the reported amounts of assets and liabilities and disclosure of
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.
Stock-Based Compensation
------------------------
Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS 123"), established accounting and disclosure requirements
using a fair-value based method of accounting for stock-based employee
compensation. In accordance with SFAS 123, the Company has elected to continue
accounting for stock based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Such forward-looking statements include, but are not limited to,
statements regarding future events and our plans and expectations. Our actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed elsewhere in this Form 10-QSB or incorporated herein by reference. See
"Special Note on Forward-Looking Statements" below.
OVERVIEW
American Nortel Communications, Inc. ("ANC" or "Company") is a reseller of
1-Plus and 1-800, 888 long-distance telecommunications services. ANC resells to
it's customers long distance telephone time that it purchases or leases from
other long distance carriers.
ANC resells long distance telephone services to both business and
residential customers. As a reseller it purchases or leases long distance time
from other carriers and resells that time to its customers. ANC is charged for
the time it uses beyond certain minimum requirements and in turn charges its
customers a certain amount per minute. To a large extent, ANC's profits are
dependent upon the spread between its cost per minute and the amount it charges
its customers, and its results of operations are directly affected by
competition, which in recent years has lowered the amount resellers can charge
customers. ANC out-sources its sales and marketing to telemarketers and it pays
those telemarketers a certain amount for each new customer obtained. We do not
direct-bill our customers, but rather we utilize the Local Exchange Carriers
(LEC) which provide telephone services to our long-distance customers, and
performs billing and collections. LEC's receive a fee based upon a certain
percentage of amount collected. Management believes that the practice of billing
through LECs has a substantial advantage since it increases the likelihood and
promptness of our collections.
We have determined to change our 1 plus and 800, 888 long distance
strategy. ANC has determined that profit margins from the long distance service
offerings that it has achieved in the past, has narrowed to an unacceptable
extent. The long distance market as a whole has experienced a decrease in
profit margins due to the very aggressive pricing competition that has
characterized the industry during the last several years. ANC has changed its
business endeavors to reflect the dynamic telecommunications market. ANC has
ceased its marketing efforts in long distance service offerings and has
dedicated that portion of its operating budget to investments in other
companies, particularly in early stage companies that are in need of working
capital.
One of the investments by ANC is Morgan Cooper, Inc. (MCII) which was primarily
involved in designing contemporary styled clothing. The Company is currently
dormant but the potential acquisition has other opportunities available for the
future. Presently Morgan Cooper is performing due diligence on a distribution
company that could be a business match for Morgan Cooper, Inc.
Another investment by ANC is Medcom USA, Inc. (EMED). Medcom enables paperless
electronic verifications and transactions, a web healthcare portal, and online
purchase of home medical equipment through its operating units.
Investments in Marketable Securities
9
Investments in marketable securities consisted of the following at September 30,
2001:
Gross Unrealized Fair
Cost Gains Losses Value
---------- ----------- ------------ ----------
Equity securities $2,323,569 $ 86,282 $(1,234,058) $1,175,793
We have invested in common stock and related warrants of several publicly
traded companies. At September 30, 2001, our investment in marketable
securities is made in four different companies. The investment in one such
company's securities represents approximately 55% of the estimated aggregate
fair value of all investments in marketable securities at September 30, 2001.
At September 30, 2001, we held stocks of the following companies:
Dauphin Technologies, Inc. ("DNTK"). DNTK designs manufactures and markets
mobile hand-held, pen based computers, as well as other electronic devises for
home and business use. DNTK primary product line is a handheld computer
developed with the multi-sector mobile user in mind. This product incorporates
an upgradeable processor, user upgradeable memory and hard disk, various modules
and mobile devices.
Sonoma Financial Corporation/Victormaxx Technologies, Inc. ("VMAX"). VMAX
incorporates financial service companies that operate a chain of stores devoted
to providing low documentation, short-term consumer loans. VMAX is one of the
largest payday advance operations in the Chicago area.
PTN Media, Inc. ("PTNM"). PTNM is an interactive media content provider
focusing on providing branded content using a combination of new and traditional
media. PTNM initial web-site focus on fashion, beauty, style, fitness, and
related subjects. PTNM currently provides this content on its interactive web
site www.fashionwindow.com.
---------------------
Cynet, Inc. ("CYNE"). CYNE is an Internet business applications solutions
provider integrating convergent messaging with Internet services. CYNE's
products and services include convergent messaging, which includes fax, data,
voice, email and wireless messaging, and Internet services, which includes
custom application development, e-commerce development, web content creation,
web hosting and internet access.
The entities in which we have investments are generally small, under
capitalized corporations whose stock is traded in the over-the-counter and NASDQ
markets. The issuers may have limited operating histories and limited revenues.
ANC intends to seek an investment in an operating subsidiary to offset the
reduction in profit margins. However, we have not presently identified the
business in which we intend to invest our resources in an effort to mitigate the
effects of the declining profitability in the long distance reseller business.
American Nortel is a Wyoming corporation that was formed in 1979. In
September 1994, American Nortel and its subsidiary Nortel Communications, Inc.,
filed petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court, District of Utah, Central Division (Case Numbers 948-24604 and
948-24605). The proceedings were later converted to Chapter 7 liquidation
proceedings, and dismissed on February 7, 1996. American Nortel sold its Nortel
Communications subsidiary in June 1996 for nominal consideration to an affiliate
of former directors. During the pendancy of the bankruptcy proceedings, in June
1995, a controlling stock interest in the company was sold to Wilcom, Inc.,
which is currently the majority stockholder of the Company. In February 1996
the bankruptcy proceedings were dismissed. Presently, ANC is in the business of
long distance telecommunications services offerings.
10
ADDITIONAL INFORMATION
ANC files reports and other materials with the Securities and Exchange
Commission. These documents may be inspected and copied at the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
can obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. You can also get copies of documents that the
Company files with the Commission through the Commission's Internet site at
www.sec.gov.
--------
RESULTS OF OPERATIONS
Revenues for the quarter ended September 30, 2001 were $1,063,920 as
compared to during the quarter ended September 30, 2000 of $3,199,036. The
decrease in revenue is principally the result of decrease of our basic 1 Plus
and 800, 888 long distance service. We have focused our growth and revenue
towards the investment in other OTC: Bulletin Board and NASDQ Companies. We have
maintained our call volumes in the telecommunication's industry and maintained
our revenues. However, we have experienced continued increases in competition in
the U.S. domestic market, and continue to seek joint venture and investment
acquisition opportunities to potentially lessen the effects of cost competition
in the domestic telecommunication market.
.
Cost of sales for the quarter ended September 30, 2001 was $577,277 as
compared to quarter ended September 30, 2000 of $2,587,806. Our cost of sales
has decreased in relation to the decrease in revenues. Cost of sales is
comprised of long-distance fees we pay providers of long-distance service that
we resell, telemarketing costs, allowances for bad debt, and our billing costs.
Billing costs include fees for services provided by LECs and other outside
parties to transfer and organize our customer acquisition, billing, and
collection data.
Selling expenses for the quarter ended September 30, 2000 was $111,262.
Selling expenses were primarily the costs associated with the cost of acquiring
customers. We have decreased our marketing efforts as competition in the U.S.
domestic long-distance markets increase. We are seeking joint venture
opportunities to counter act the competition in the telecommunication industry.
General and administrative expenses for quarter ended September 30, 2001
was $360,303 as compared to quarter ended September 30, 2000 of $278,158. These
costs are primarily related to customer service staffing, which we believe
provides better service to our customers. The costs also include executive
compensation and benefit costs.
Interest income net of interest expense for the quarter ended September 30,
2001 was $1,746 as compared to September 30, 2000 of net interest income of
$25,197. Interest expense has decrease as a result of the reduction of debt by
the company.
Impairment loss for quarter ended September 30, 2001 was ($989,581). The
investment of Medcom USA, Inc. (EMED) was valued at $.09 per share to reflect
the change in management and divestitures of all non-profitable ventures by
prior management. Also the investment of Morgan Cooper, Inc. (MCII) was valued
at $.001 to reflect the fact that the company "MCII" is presently not operating
and is seeking acquisition in the distribution industry to have business
continuity and continuity of interest.
No tax benefit was recorded on the expected operating loss for the quarter
ended September 30, 2001 as required by Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. For the year ended we do not
expect to realize the deferred tax asset and it is uncertain therefore we have
provided a 100% valuation of the tax benefit and assets until we are certain to
experience net profits in the future to fully realize the tax benefit and tax
assets.
11
Net loss for the quarter ended September 30, 2001 was ($865,094) or ($.06) per
diluted share compared Net Income for quarter ended September 30, 2000 of
$119,280 or $.01 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the quarter ended September 30,
2001, was $165,377 as compared to quarter ended September 30, 2000 of
$1,088,756. We have funded our working capital requirements primarily from our
principal source of revenue generated from providing long distance service as a
long distance reseller.
Cash used by investing activities was $181,147 for the quarter ended September
30, 2001 as compared to quarter ended September 30, 2000 of $700,000. We
invested in our subsidiaries EMED and MCII during the three months ended
September 30, 2001. We purchased 150,000 common shares of PTNM and exercised
200,000 options at a $1.00 options price during the quarter ended September 30,
2000.
Cash provided from financing activities was $48,263 in the quarter ended
September 30, 2001 compared to cash used from financing activities for quarter
ended September 30, 2000 of $704,595. Wilcom borrowed $48,263 to the company
during three months ended September 30, 2001. We paid $704,595 on our credit
facility with RFC Capital, Inc for the quarters ended September 30, 2000. This
amount represents the total payments made to reduce the outstanding balances of
our outstanding credit facility.
OTHER CONSIDERATIONS
There are numerous factors that affect our business and the results of its
operations. Sources of these factors include general economic and business
conditions, federal and state regulation of our business activities, the level
of demand for our services, the level and intensity of competition in the
telecommunications industry and the pricing pressures that may result, our
ability to develop new services based on new or evolving technology and the
market's acceptance of those new services, our ability to timely and effectively
manage periodic product transitions, the services, customer and geographic sales
mix of any particular period, and our ability to continue to improve our
infrastructure (including personnel and systems) to keep pace with the growth in
its overall business activities.
Factors that may affect our business is the regulations by Securities
Exchange Commissions related to the possibility that we could be treated as an
investment company. The Securities Exchange Commission regulation states that
if our available-for-sale investments fair market value exceeds our operating
assets we could be classified as an investment company. However, the Securities
Exchange Commissions has been requested by various companies to reconsidering
this regulation.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, this Form 10-QSB
contains express or implied forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.
We intend that such forward-looking statements be subject to the safe harbors
created thereby. We may make written or oral forward-looking statements from
time to time in filings with the SEC, in press releases, quarterly conference
calls or otherwise. The words "believes," "expects," "anticipates," "intends,"
"forecasts," "project," "plans," "estimates" and similar expressions identify
forward-looking statements. Such statements reflect our current views with
respect to future events and financial performance or operations and speak only
as of the date the statements are made.
12
Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our actual
results may differ materially from such statements. Factors that cause or
contribute to such differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB, as well as those discussed in our Form 10-KSB
which is incorporated by reference in this Form 10-QSB.
Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in such
forward-looking statements will be realized. The inclusion of such
forward-looking information should not be regarded, as a representation that the
future events, plans, or expectations contemplated will be achieved. We
undertake no obligation to publicly update, review, or revise any
forward-looking statements to reflect any change in our expectations or any
change in events, conditions, or circumstances on which any such statements
based. Our filings with the SEC, including the Form 10-KSB, may be accessed at
the SEC's Web site, www.sec.gov.
------------
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ANC is involved in various legal proceedings and claims as described in our
Form 10-KSB for the year ended June 30, 2001. No material developments occurred
in any of these proceedings during the quarter ended September 30, 2001. The
costs and results associated with these legal proceedings could be significant
and could affect the results of our future operations.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
NO REPORTS ON FORM 8-K
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN NORTEL COMMUNICATIONS, INC.
By /s/ William P. Williams
-----------------------------
William P. Williams, Chairman of the Board, Chief Executive Officer, and
President
Dated: December 27, 2001
13