UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
AMENDMENT NO. 1
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-13725
ILINC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0545043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 NORTH 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 952-1200
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 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 |_|
Indicate by check mark whether the registrant is an accelerated file (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
The number of shares outstanding of each of the registrant's classes of
Common Stock, as of August 11, 2004 was approximately 24,123,595, net of shares
held in treasury.
EXPLANATORY NOTE
Form 10-Q/A (this "Amendment") amends the Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2004, filed on August 16, 2004 (the
"Original Filing"). iLinc Communications, Inc. ("the Company" or "iLinc") has
filed this Amendment to revise Item 4 which revisions iLinc deems necessary to
clarify language used in Item 4 of the Original Filing. Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended, the complete text of Item
4 as amended is set forth below. The remainder of the Original Filing is
unchanged and is not reproduced in this Amendment. This Amendment speaks as of
the filing date of the Original Filing and reflects only the changes discussed
above. No other information included in the Original Filing, including the
Company's financial statements and the footnotes thereto, has been modified or
updated in any way. This Amendment should be read together with other documents
that iLinc has filed with the Securities and Exchange Commission subsequent to
the filing of the Original Filing.
ITEM 4. CONTROLS AND PROCEDURES
We evaluated the design and operation of our disclosure controls and
procedures to determine whether they are effective in ensuring that we disclose
the required information in a timely manner and in accordance with the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules
and forms of the Securities and Exchange Commission. Management, including our
principal executive officer and principal financial officer, supervised and
participated in the evaluation. The evaluation was completed as of June 30,
2004. The principal executive officer and principal financial officer concluded,
based on their review, that our disclosure controls and procedures, as defined
by Exchange Act Rules 13a-14(c) and 15d-14(c), are effective and ensure that (i)
we disclose the required information in reports that we file under the Exchange
Act and that the filings are recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and forms
and (ii) information required to be disclosed in reports that we file under the
Exchange Act is accumulated and communicated to the Company's management,
including our principal executive officer and principal financial officer to
allow timely decisions regarding required reporting. No significant changes were
made to our internal controls or other factors that materially affected or were
reasonably likely to materially affect these controls subsequent to the date of
their evaluation.
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Because of the inherent limitations in all control systems no
evaluation of controls can provide absolute assurance that all control issues if
any, within a company have been detected.
On August 11, 2004, the Company's independent auditors orally notified the
Company's Audit Committee that they had identified significant deficiencies
regarding the Company's internal controls. The deficiencies noted were the lack
of sufficient management oversight over and the proper segregation of duties of
the accounting department. Management of the Company has informed the Audit
Committee that it is in process of hiring appropriate personnel and making
changes in assigned roles and responsibilities to correct for such deficiencies.
Based on the investigation by the Company's Audit Committee and additional
procedures performed by management, the Company has concluded that, subject to
the inherent limitations in all control systems, the Company's current
disclosure controls and procedures are sufficient to timely alert the Company's
management to material information relating to the Company that is required to
be included in our periodic Securities and Exchange Committee filings, and that
the internal controls are sufficient to provide reasonable assurance that the
consolidated financial statements are fairly presented in conformity with
generally accepted accounting principles.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 12, 2005 iLINC COMMUNICATIONS, INC.
By: /s/ James M. Powers, Jr.
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James M. Powers, Jr., Chairman of the Board of
Directors, Chief Executive Officer and President
By: /s/ David J. Iannini
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David J. Iannini, Senior Vice President and
Chief Financial Officer