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Friday August 6, 3:30 pm Eastern Time
Company Press Release
eConnect States ''E'' Designation After Symbol is Incorrect
LOS ANGELES--(BUSINESS WIRE)--Aug. 9, 1999--On Aug. 2, 1999, eConnect (OTC BB:ECNC) was notified that it was subject to having an ''E'' placed after its symbol on Aug. 6, 1999, due to an alleged failure to file a Form 10-QSB for the quarterly period ended on May 31, 1999; this has, in fact, occurred Friday.
Such a listing will result in the company's shares being delisted from the National Association of Securities Dealers Inc. Bulletin Board as of Sept. 7, 1999, if the said quarterly report is not filed with the Securities and Exchange Commission prior to that date, as requested by the NASD.
Management believes that it is currently in full compliance with its public company reporting requirements. At a duly called annual meeting of the company held on May 21, 1999, the shareholders approved the merger with a Nevada company of the same name for the purpose of redomiciling the company to that state, which also resulted in a new calendar fiscal year for the company.
This merger became effective on June 1, 1999, upon filing Articles of Merger with the Nevada Secretary of State. A form 8-K reflecting these changes was filed with the Securities and Exchange Commission on June 2, 1999. Shortly thereafter, a copy of this Form 8-K, along with a cover letter, was filed with the NASD Bulletin Board in Trumbull, Conn. (as the rules of the Bulletin Board require).
The NASD Market Qualifications Department in Washington, D.C., is now claiming that it was not notified of the fiscal year change by the Connecticut office.
Rule 13a-10 under the Securities Exchange Act of 1934, which governs such a change in fiscal year, states in part as follows:
''Every issuer required to file quarterly reports on Form 10-Q and Form 10-QSB pursuant to 13a-13 of this chapter that changes its fiscal year end shall:
1. File a quarterly report on Form 10-Q and Form 10-QSB within the
time period specified in General Instructions A.1. to that form
for any quarterly period (except the fourth quarter) of the old
fiscal year that ends before the date on which the issuer
determined to change its fiscal year end, except that the issuer
need not file such quarterly report if the date on which the
quarterly period ends also is the date on which the transition
period ends; ...
3. Commence filing quarterly reports for the quarters of the new
fiscal year no later than the quarterly report for the first
quarter of the new fiscal year that ends after the date on which
the issuer determined to change the fiscal year end; ..."
It is the position of the company that the determination to change the fiscal year was made on May 21, 1999, at the annual meeting. Therefore, under said Rule, the Form 10-QSB for the quarter ended on May 31, 1999, is not to be filed, and the Form 10-QSB for the quarter ended on June 30, 1999, is required to be filed (this report is now being prepared and will be timely filed no later than Aug. 16, 1999).
The company has relayed the above facts to personnel of the NASD Market Qualifications Department. The company has been informed that the SEC is reviewing this matter and should inform the NASD of its decision shortly. The company will file a Form 10-QSB for the quarter ended on May 31, 1999, if required by the SEC, in order to prevent such delisting.
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Contact:
Carnegie Cooke
Anita Goldberg, 800/262-2331 (Investor relations)
or
Prima Capital
Elias Argyropoulos, 800/600-8599 |
