-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9J59DMmK3RKys2xjJ5ito3ancjyhoPdFN/BqNHay/hNbxRy2/jJnYlgOidJPsDA dnl3wdBHYmczB8XCLiJbEQ== 0000914317-05-001943.txt : 20050611 0000914317-05-001943.hdr.sgml : 20050611 20050525150901 ACCESSION NUMBER: 0000914317-05-001943 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20050525 DATE AS OF CHANGE: 20050525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELEC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000090721 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 132511270 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04465 FILM NUMBER: 05856701 BUSINESS ADDRESS: STREET 1: 75 SOUTH BROADWAY STREET 2: SUITE 302 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-682-0214 MAIL ADDRESS: STREET 1: 75 SOUTH BROADWAY STREET 2: SUITE 302 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER COMPANY: FORMER CONFORMED NAME: SIRCO INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 10KSB/A 1 form10ksba-69061_elec.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 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 No. 0-4465 eLEC COMMUNICATIONS CORP. (Name of Small Business Issuer in Its Charter) New York 13-2511270 (State or Other Jurisdiction (I.R.S Employer of Incorporation or Organization) Identification No.) 75 South Broadway, Suite 302, White Plains, New York 10601 (Address of Principal Executive Offices) (Zip Code) (914) 682-0214 (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.10 per share 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 . --- --- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. --- State issuer's revenue for its most recent fiscal year: $9,557,600 As of February 28, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer was $8,793,668. As of February 28, 2005, there were 16,759,282 shares outstanding of the issuer's Common Stock. Documents incorporated by reference: Definitive proxy statement of eLEC Communications Corp. relating to the Annual Meeting of Stockholder filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-KSB, which is incorporated into Part II of this Form 10-KSB. Transitional Small Business Disclosure Format (check one): Yes No X --- --- EXPLANATORY NOTE FOR FILING OF FORM 10-KSB/A This Amendment No. 2 to our Annual Report on Form 10-KSB for the fiscal year ended November 30, 2004, which was originally filed on March 15, 2005 (as amended by Amendment No. 1 to Form 10-KSB filed on April 26, 2005, the "Original Filing"), amends and restates in its entirety Item 8A of Part II of the Original Filing to amend and supplement the information regarding disclosure controls and procedures required by Item 307 of Regulation S-B. Item 13 of Part III has also been amended to reflect the inclusion of updated certifications of Paul H. Riss, our Chief Executive Officer and Chief Financial Officer, filed herewith as Exhibit 31.1 and 32.1. The other Items of the Original Filing are unaffected by the changes described above and have not been amended in this Amendment No. 2 on Form 10-KSB/A to the Annual Report. All information in this Amendment No. 2 on Form 10-KSB/A to the Annual Report is as of the date of the Original Filing and does not reflect any subsequent information or events occurring after the date of the Original Filing. Accordingly, this Amendment No. 2 on Form 10-KSB/A to the Annual Report should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings. PART II Item 8A. Controls and Procedures. (a) Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer/chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report. Based on such evaluation, our chief executive officer/chief financial officer has concluded that, as of the end of such period, for the reasons set forth below, our disclosure controls and procedures were not effective. We are presently taking the necessary steps to improve the effectiveness of such disclosure controls and procedures. (b) Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In connection with our year-end November 30, 2004 audit, our management became aware of a lack of segregation of duties within our accounting and administrative departments due to the small number of employees performing our financial and administrative functions. Management believes the lack of segregation of duties, in the aggregate, amounts to a material weakness in our internal control over financial reporting. We will continue to evaluate the employees involved, the additional control procedures in place to help compensate for the lack of segregation of duties, the risks associated with such lack of segregation and whether the potential benefits of adding employees to clearly segregate duties justifies the expense associated with such increases. We are also evaluating our internal controls systems so that when we are required to do so, our management will be able to report on, and our independent auditors to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002. We will be performing the system and process evaluation and testing (and any necessary remediation) required in an effort to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In connection with our year-end November 30, 2004 audit, we have identified the following control deficiencies and issues with our internal controls over financial reporting that we believe amount in the aggregate to a significant deficiency in our internal controls over financial reporting: o We are aware that many of the internals controls that are in place are undocumented controls. Although we have documented many of our systems and processes, we will need to expend a substantial amount of time to obtain the full documentation required to be in compliance with Section 404 of the Sarbanes-Oxley Act of 2002. o After the end of our fiscal year, when we were preparing state tax returns for telecommunication taxes, we identified that we had been overstating telecom taxes payable for certain taxes that were paid by us directly to our carrier instead of being paid directly to the taxing authorities. We have adjusted our controls to mitigate this type of event from occurring in future periods. Due to the voluminous nature of state and local telecom taxes and the small quantity of taxes payable to certain municipalities, we do not remit all our telecom taxes in a timely manner. Certain taxes that we should be remitting on a monthly basis, we remit quarterly or semi-annually because many of the checks and returns that we are processing are for payments of less than $50. We are aware of other telephone companies that follow this process. We continue to monitor the responses, if any, we receive from the tax authorities regarding late filings and we do not intend to remit such taxes on a timely manner in the future, unless we determine that it would be more cost-effective to us to do so. PART III Item 13. - Exhibits List and Reports on Form 8-K. (a) Exhibits List. The following exhibits are filed with this Report: (31.1)Certification of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32.1)Certification of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized on the 25th day of May 2005. eLEC COMMUNICATIONS CORP. (Company) By: /s/ Paul H. Riss ----------------------- Paul H. Riss Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date - --------------------- ---------------------------------- ------------ /s/ Paul H. Riss Chairman of the Board of Directors May 25, 2005 - --------------------- Chief Executive Officer Paul H. Riss Chief Financial Officer (Principal Accounting Officer) /s/ Greg M Cooper Director May 25, 2005 - --------------------- Greg M Cooper /s/ Gayle Greer Director May 25, 2005 - --------------------- Gayle Greer /s/ Michael Khalilian Director May 25, 2005 - --------------------- Michael Khalilian 3 EX-31.2 2 ex31-2.txt Exhibit 31.2 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Paul H. Riss, Chief Executive Officer and Chief Financial Officer of eLEC COMMUNICATIONS CORP., certify that: 1. I have reviewed this Annual Report on Form 10-KSB/A of eLEC COMMUNICATIONS CORP.; 2. Based on my knowledge, this report 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; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 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 5. I have disclosed, based on my 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. Date: May 25, 2005 By: /s/ Paul H. Riss --------------------------- Paul H. Riss Chief Executive Officer and Chief Financial Officer 2 EX-32.2 3 ex32-2.txt Exhibit 32.2 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Annual Report on Form 10-KSB/A of eLEC COMMUNICATIONS CORP. (the "Company") for the year ended November 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Paul H. Riss, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 25, 2005 By: /s/ Paul H. Riss ----------------------- Paul H. Riss Chief Executive Officer Chief Financial Officer - -------------------------------------------------------------------------------- This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----