8-K/A 1 symphony8ka122701.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A AMENDMENT 1 CURENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) December 27, 2001 SYMPHONY TELECOM CORP. (Exact name of registrant as specified in its chapter) Delaware 000-11808 870378892 (State or other jurisdiction Commission (IRS Employer of incorporation) (File Number) Identification No.) 41 George Street South, Brampton, ON, Canada L6Y 2E1 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 905-457-4300 ---------------------------------------------------------- (Former name or former address, if changed since last report)

See accompanying notes to unaudited proforma combining financial statements

See accompanying notes to unaudited proforma combining financial statements

See accompanying notes to unaudited proforma combining financial statements

See accompanying notes to unaudited proforma combining financial statements

See accompanying notes to unaudited proforma combining financial statements

See accompanying notes to unaudited proforma combining financial statements SYMPHONY TELECOM INTERNATIONAL, INC. NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS 1. Reflects the acquisition by Symphony Telecom International, Inc. of all issued and outstanding shares of Linkdata Communications London Ontario Inc. a company incorporated in Ontario, Canada at June 29, 2000 as follows: Cash paid on closing $141,834 Additional cash payable: 30 days after closing $ 27,016 90 days after closing 33,770 180 days after closing 33,770 365 days after closing 33,770 -------- 128,326 -------- Total cash 270,160 Issue of 130,000 common shares of Symphony Telecom International, Inc 225,000 -------- TOTAL PURCHASE PRICE $495,160 ======== 2. As the acquisition of Linkdata Communications London Ontario Inc. took place at close of business on June 29, 2000, its balance sheet was consolidated into Symphony Telecom International, Inc.'s 10-K financial statements for the fiscal year ended June 30, 2000. The Pro Forma balance sheet of Symphony Telecom International, Inc. at June 30, 2000 herein, has been adjusted removing Linkdata Communications London Ontario Inc.'s balance sheet, in order to properly present the Pro Forma combining balance sheets. 3. The pro forma basic and diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding. The calculation of the weighted average number of shares outstanding assumes that there were 130,000 additional common shares of Symphony Telecom International, Inc. restricted shares issued in connection with the acquisition of all the issued and outstanding shares of Linkdata Communications London Ontario Inc. and which were outstanding for the entire period. Diluted net loss per share has not been adjusted for the period. SYMPHONY TELECOM INTERNATIONAL, INC. NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS 1. Reflects the acquisition by Symphony Telecom Inc., a wholly-owned subsidiary company incorporated in Ontario, Canada of Symphony Telecom International, Inc., of substantial assets of Mondetta Telecommunications Inc. a company incorporated federally in Canada at July 1, 2000 as follows: a) CUSTOMER BASE $3,195,420 ---------- ASSETS Accounts receivable $ 597,782 Office equipment 64,131 ---------- Total assets $ 661,913 ---------- LIABILITIES Trade payables $ 966,291 Factoring payable 418,447 Lease payable 64,131 ---------- Total liabilities $1,448,869 ---------- NET LIABILITIES $ 786,956 ---------- NET PURCHASE PRICE $2,408,464 ========== b) The consideration was satisfied by issue of 1,050,000 common shares of SymphonyTelecom International, Inc. with each common share having attached a warrant to purchase one common share at the price of $3, expiring September 30, 2001. 2. The pro forma basic and diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding. The calculation of the weighted average number of shares outstanding assumes that additional 1,050,000 Symphony Telecom International, Inc. restricted shares issued in connection with the acquisition of assets of Mondetta Telecommunications Inc. were outstanding for the entire period. Diluted net loss per share has been adjusted for share warrants attached to common shares for the period. SYMPHONY TELECOM INTERNATIONAL, INC. NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS 1. Reflects the acquisition by Symphony Telecom Inc., a wholly-owned subsidiary company incorporated in Ontario, Canada of Symphony Telecom International, Inc., of 61.5% interest in Telemax Communications Inc. a company incorporated in Ontario, Canada at July 31, 2000. 2. The consideration was satisfied by cash payment on closing of $166,277, and issue of 1,000,000 common shares of SymphonyTelecom Inc. with each common share having attached a warrant to purchase one common share at the price of $2.70, expiring September 30, 2001. 3. The pro forma basic and diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding. The calculation of the weighted average number of shares outstanding assumes that no additional Symphony Telecom International, Inc. restricted shares were issued in connection with the acquisition of 61.5% interest in Telemax Communications Inc. Diluted net loss per share has been adjusted for option to convert 1,000,000 Symphony Telecom Inc. common shares and 1,000,000 share warrants attached to common shares into Symphony Telecom International, Inc. restricted shares for the period. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Symphony Telecom Corp. /s/ Gilles A. Trahan ---------------------- Date: December 24, 2001 Gilles A. Trahan (Signature)

SYMPHONY TELECOM CORP 8-K/A