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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 10-K/A
AMENDMENT NO. 2
For Annual and Transition Reports
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2004.
OR
( ) 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 1-13275
ILINC COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0545043
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2999 N. 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (602) 952-1200
______________
Securities registered pursuant to Section 12(b) of the Act
COMMON, $0.001 PAR VALUE PER SHARE
Name of Exchange on Which Registered
AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act
NONE
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 ( )
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes ( ) No (X)
The aggregate market value of the registrant's voting and non-voting
Common Stock held by non-affiliates of the registrant computed by reference to
the price at which the common equity was last sold on the American Stock
Exchange as of September 30, 2003, was approximately $10,422,008.
The number of shares of Common Stock of the registrant, par value $0.001
per share, outstanding at June 29, 2004 was 24,827,034 net of shares held in
treasury.
EXPLANATORY NOTE
Form 10-K/A (this "Second Amendment") amends the Annual Report on Form 10-K
for the fiscal year ended March 31, 2004, filed on June 29, 2004 (the "Original
Filing"). iLinc Communications, Inc. ("the Company" or "iLinc") has filed this
Second Amendment to include a certification pursuant to Item 601(b)(31) of
Regulation S-K.. The remainder of the Original Filing is unchanged and is not
reproduced in this Second Amendment. This Second 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 Second 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.
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: June 24, 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, Chief Financial Officer
CERTIFICATION
I, James M. Powers, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of iLinc
Communications, Inc., as amended;
2. Based on my knowledge, this annual report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report, as amended;
3. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
material information relating to the registrant,
including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report, as amended, any change in
the registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has
materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
4. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting
By: /s/ JAMES M. POWERS, JR.
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James M. Powers, Jr.
Chairman of the Board, President and
Chief Executive Officer
June 24, 2005
CERTIFICATION
I, David Iannini, certify that:
1. I have reviewed this annual report on Form 10-K of iLinc
Communications, Inc., as amended;
2. Based on my knowledge, this annual report, as amended, does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report, as amended;
3. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
material information relating to the registrant,
including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report based on
such evaluation; and
c. Disclosed in this report, as amended, any change in
the registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has
materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
4. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting
By: /s/ DAVID J. IANNINI
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David J. Iannini
Chief Financial Officer
June 24, 2005