8-K/A 1 a8-ka.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A2 CURRENT REPORT Pursuant To Section 13 or 15 (D) of the Securities Exchange Act Of 1934 FEBRUARY 14, 2000 GLOBAL TELEPHONE COMMUNICATION, INC. (Exact name of Small Business Issuer in Its Charter) NEVADA 87-0285729 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) SUITE 1800, 10 SOUTH RIVERSIDE PLAZA, CHICAGO, IL 60606 (Address of principal executive offices) (Zip Code) 1-877-901-4824 (Issuer's Telephone Number) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. See attached Exhibit FS-1. (b) Pro Forma Financial Information See attached Exhibit FS-2. SIGNATURES Pursuant to the requirements required of the Securities and Exchange Act of 1934 the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL TELEPHONE COMMUNICATION, INC. DATED: August 11, 2000 BY: --------------------------------- Robert J. Andresen President FS-1 NANO TECHNOLOGY LIMITED (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 1999 C O N T E N T S Independent Auditors' Report.................................................................................... 3 Balance Sheet................................................................................................... 4 Statement of Operations......................................................................................... 5 Statement of Stockholders' Equity............................................................................... 6 Statement of Cash Flows......................................................................................... 7 Notes to the Financial Statements............................................................................... 8

INDEPENDENT AUDITORS' REPORT To the Stockholders of Nano Technology Limited (A Development Stage Company) Hong Kong We have audited the accompanying balance sheet of Nano Technology Limited (a development stage company) as of December 31, 1999 and the related statements of operations, stockholders' equity and cash flows from inception on December 1, 1999 through December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nano Technology Limited (a development stage company) as of December 31, 1999 and the results of its operations and its cash flows from inception on December 1, 1999 through December 31, 1999 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the company is a development stage company with no significant operating results to date, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. HJ & Associates, LLC Salt Lake City, Utah July 26, 2000 NANO TECHNOLOGY LIMITED (A Development Stage Company) Balance Sheet ASSETS

The accompanying notes are an integral part of these financial statements. NANO TECHNOLOGY LIMITED (A Development Stage Company) Statement of Operations

The accompanying notes are an integral part of these financial statements. NANO TECHNOLOGY LIMITED (A Development Stage Company) Statement of Stockholders' Equity

The accompanying notes are an integral part of these financial statements. NANO TECHNOLOGY LIMITED (A Development Stage Company) Statement of Cash Flows

The accompanying notes are an integral part of these financial statements. NANO TECHNOLOGY LIMITED (A Development Stage Company) Notes to the Financial Statements December 31, 1999 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Nano Technology Limited is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. a. Organization and Business Activities The name of the Company is Nano Technology Limited (the Company). The Company was incorporated in the British Virgin Islands on December 1, 1999 to engage in any lawful activity, but more particularly to assist companies in marketing their goods and services on the internet. b. Fiscal Year The Company operates on a calendar year basis. c. Revenue Recognition The Company currently has no source of revenues. Revenue recognition policies will be determined when principal operations begin. d. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. e. Income Taxes No provision for income taxes has been accrued because the Company has net minimal gains since inception. No tax benefit has been reported in the financial statements because the Company is uncertain if any carryforwards will expire unused. Accordingly, the potential tax benefits are offset by a valuation account of the same amount. f. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. NANO TECHNOLOGY LIMITED (A Development Stage Company) Notes to the Financial Statements December 31, 1999 NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. NOTE 3 - OTHER RECEIVABLES The Company has committed to pay operating expenses for Cyber 2000 Limited (Cyber) (a subsidiary that was purchased in January 2000) until Cyber can reimburse the Company. At year end, the Company had recorded a payable of $1,910 for expenses incurred by Cyber and a related receivable. At year end it was determined that Cyber did not have the ability to reimburse the Company, therefore, an allowance for the entire receivable was made.

NOTE 4 - SUBSEQUENT EVENTS On January 28, 2000, the Company acquired 100% of the issued and outstanding capital stock of Cyber 2000 Ltd. (Cyber 2000), a Hong Kong company for a consideration of $1,910 which was expensed as organization costs. On the same date, 70% of the Company's issued and outstanding shares of capital stock were acquired by Global Telephone Communication (BVI) Inc., a British Virgin Islands Company (GTCI-BVI). GTCI-BVI is a wholly-owned subsidiary of Global Telephone Communication, Inc. - 3,000 shares of the Company were acquired from existing shareholders in exchange for $350,000 cash and 500,000 shares of the Global Telephone Communication, Inc.'s common stock valued at $2.50 per share for a total consideration of $1,600,000 which is allocated to goodwill and is amortized over a three-year life using the straight-line method; - Further, 4,000 shares of the Company were acquired by way of a share subscription agreement whereby GTCI-BVI would pay $1,000,000 to the Company for 4,000 new shares. NANO TECHNOLOGY LIMITED (A Development Stage Company) Notes to the Financial Statements December 31, 1999 NOTE 4 - SUBSEQUENT EVENTS (Continued) As of March 31, 2000, $500,000 of the subscription is unpaid. Such unpaid amount is due to an affiliate and is eliminated in consolidation. Cyber 2000 is a Hong Kong based company which is developing voice over internet protocol (VOIP) and is to become a provider of VOIP re-sale services with major international telephone carriers, and also intends to build its own internet provider backbone network. Cyber 2000 has established arrangements with major carriers to implement VOIP in Hong Kong and the Peoples Republic of China. Cyber 2000 will be a facilities-based provider that will own or lease a substantial portion of the property, plant and equipment necessary to offer a broad range of integrated communication services. Cyber 2000 will focus on international wholesale telecommunication requirements and will sell both origination and termination services. The following is an unaudited consolidated proforma balance sheet and statement of operations: ASSETS

NANO TECHNOLOGY LIMITED (A Development Stage Company) Consolidated Proforma Statement of Operations (Unaudited) December 31, 1999 NOTE 4 - SUBSEQUENT EVENTS (Continued)

NANO TECHNOLOGY LIMITED (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED PROFORMA FINANCIAL STATEMENTS DECEMBER 31, 1999 CONTENTS Summary of Transaction 3 Consolidated Proforma Balance Sheet (Unaudited) 4 Consolidated Proforma Statement of Operations (Unaudited) 5 NANO TECHNOLOGY LIMITED (A Development Stage Company) Summary of Transaction December 31,1999 On January 28, 2000, the Company acquired 100% of the issued and outstanding capital stock of Cyber 2000 Ltd. (Cyber 2000), a Hong Kong company for a consideration of $1,910 which was expensed as organization costs. On the same date, 70% of the Company's issued and outstanding shares of capital stock were acquired by Global Telehone Communications (BVI) Inc., a British Virgin Islands Company (GTCI-BVI). GTCI-BVI is a wholly-owned subsidiary of Global Telephone Communication, Inc. - 3,000 shares of the Company were acquired from existing shareholders in exchange for $350,000 cash and 500,000 shares of the Global Telephone Communication, Inc.'s common stock valued at $2.50 per share for a total consideration of $1,600,000; - Further, 4,000 shares of the Company were acquired by way of a share subscription agreement whereby GTCI-BVI would pay $1,000,000 to the Company for $4,000 new shares. As of March 31, 2000, $500,000 of the subscription is unpaid. Such unpaid amounts due to an affiliate and is eliminated in consolidation. Cyber 2000 is a Hong Kong based company which is developing voice over internet protocol (VOIP) and is to become a provider of VOIP re-sale services with major international telephone carriers, and also intends to build its own internet provider backbone network. Cyber 2000 has established arrangements with major carriers to implement VOIP in Hong Kong and the Peoples Republic of China. Cyber 2000 will be a facilities-based provider that will own or lease a substantial portion of the property, plant a and equipment necessary to offer a broad range of integrated communication services. Cyber 2000 will focus on international wholesale telecommunication requirements and will sell both origination and termination services. The following is an unaudited consolidated proforma balance sheet and statement of operations: NANO TECHNOLOGY LIMITED (A Development Stage Company) Consolidated Proforma Balance Sheet (Unaudited) December 31, 1999 ASSETS

NANO TECHNOLOGY LIMITED (A Development Stage Company) Consolidated Proforma Statement of Operations (Unaudited) December 31, 1999

GLOBAL TELEPHONE COMMUNICATION INC /NV/ 8-K/A