-----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, N6x3i0H7QoTVcAhxcXL183KzzZSCBDggGvcFlrMqe0pF8ZsFbQjTylQmqi4350WT AXzwWPe/fkW/OwndrCbe4A== 0000914317-05-001944.txt : 20050611 0000914317-05-001944.hdr.sgml : 20050611 20050525151019 ACCESSION NUMBER: 0000914317-05-001944 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050228 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: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04465 FILM NUMBER: 05856706 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 10QSB/A 1 form10qsba-69062_elec.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2005 [_] TRANSITION REPORT UNDER 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. (Exact Name of Small Business Issuer as Specified 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) - -------------------------------------------------------------------------------- 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 . --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 16,759,782 shares of Common Stock, par value $.10 per share, as of April 1, 2005. Transitional Small Business Disclosure Format (check one): Yes No X --- --- EXPLANATORY NOTE FOR FILING OF FORM 10-QSB/A This amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarterly period ended February 28, 2005, which was originally filed on April 19, 2005 (the "Original Filing"), amends and restates in its entirety Item 3 of Part I of the Original Filing to amend and supplement the information regarding disclosure controls and procedures required by Item 307 of Regulation S-B and the information regarding internal control over financial reporting required by Item 308 of Regulation S-B. Item 6 of Part II 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 Exhibits 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. 1 on Form 10-QSB/A to the Quarterly Report. All information in this Amendment No. 1 on Form 10-QSB/A to the Quarterly 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. 1 on Form 10-QSB/A to the Quarterly 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 I FINANCIAL INFORMATION Item 3. Controls and Procedures. (a) Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended ( the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Exchange Act, and that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In connection with the completion of its audit of, and the issuance of an unqualified report on, our consolidated financial statements for the fiscal year ended November 30, 2004, our independent auditors, Nussbaum Yates and Wolpow, P.C. ("NYW"), communicated to our Audit Committee that the following matters involving our internal controls and operations were considered to be "reportable conditions", as defined under standards established by the American Institute of Certified Public Accountants or AICPA: o Lack of quantity of staff, which led to issues related to lack of segregation of duties, inadequate supervision, timeliness of financial reporting and year end closing process; o Lack of quantity of staff, which led to issues related to the timely preparation and filing of municipal telecommunications tax returns; and o Lack of quantity of staff, which led to tax payments being classified as cost of services and an overstatement of telecommunications taxes payable Reportable conditions are matters coming to the attention of our independent auditor that, in its judgment, relate to significant deficiencies in the design or operation of internal controls and could adversely affect our ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. In addition, NYW has advised us that it considers the first matter noted above, which relates to the lack of a segregation of duties, to be a "material weakness" that may increase the possibility that a material misstatement in our financial statements might not be prevented or detected by our employees in the normal course of performing their assigned functions. As required by SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer/chief financial officer, of the effectiveness of the design and operations of our disclosure controls and procedures. Based on the foregoing, our chief executive officer/chief financial officer determined that, as of the end of the quarter covered by this report, the deficiencies identified by NYW caused our disclosure controls and procedures not to be effective. However, we are actively seeking to remedy the deficiencies identified herein, including hiring additional staff to assure segregation of duties, additional review procedures and, timeliness of financial reporting, as well as preparing and filing telecommunications tax returns on a monthly basis, instead of quarterly or semi-annually. Our chief executive officer/chief financial officer did not note any other material weakness or significant deficiencies in our disclosure controls and procedures during this evaluation. We continue to improve and refine our internal controls. This process is ongoing. (b) Internal Control Over Financial Reporting. Other than for the matters discussed above, our chief executive officer/chief financial officer has determined that our internal controls and procedures were effective as of the end of the period covered by this report. In the first quarter of fiscal 2005, we made one change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. During fiscal year 2004, we reported that we had been overstating our telecommunications taxes payable for certain taxes we had paid directly to our carrier. We have changed the way we analyze our carrier bills and our tax liability accounts so that both our cost of services and taxes payable accounts are not overstated, and we have enhanced the training of personnel involved in the various processes. We believe these actions have remediated the reported deficiency. PART II OTHER INFORMATION Item 6. - Exhibits. (31.1)Certification of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss, pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of 2002). 2 (32.1)Certification of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss, pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). 3 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 4 EX-31.1 2 ex31-1.txt Exhibit 31.1 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 quarterly report on Form 10-QSB/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 I 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 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 any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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-32.1 3 ex32-1.txt Exhibit 32.1 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Quarterly Report on Form 10-QSB/A of eLEC Communications Corp. (the "Company") for the quarter ended February 28, 2005, 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, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 25, 2005 By: /s/ Paul H. Riss --------------------------- Paul H. Riss Chief Executive Officer and 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-----