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NOTE 7 - LOANS FROM OFFICERS AND STOCKHOLDERS
As of June 30, 2007, the Company owed $57,068 to its Chief Executive Officer / Director, which amount represents loans that are unsecured, payable on demand and non-interest bearing.
During the three and six months ended June 30, 2007, the Company paid $5,000 to its Chairman for unpaid fees under his director services agreement.
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Breaking news! This maybe the reason why ITGL took a big hit recently in share price. I will say I have been on the telephone alot recently in regards to ITGL. This all came about the same time I was investigating various expenses. Maybe someone was listening to me more than I had recognized. It could of already been in the works. Coincidence? I do not have an answer about who did what or what is what. The SEC document tells most of the story. I still have numerous questions.
8-K 1 v087904_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 11, 2007
IT GROUP HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
001-14883
(Commission File Number) 16-1728655
(IRS Employer Identification No.) Nevada
(State or Other Jurisdiction of Incorporation)
201 South Biscayne Boulevard, 28th Floor
Miami, Florida 33131
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(011) 44 207 216-9000
--------------------------------------------------------------------------------
(Registrant’s Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Removal of Chief Executive Officer
Effective September 11, 2007, our Board of Directors for cause removed Charlie Yiasemis as our Chief Executive Officer and as a director. The basis for our Board’s removal of Mr. Yiasemis was his refusal as the Company’s Chief Executive Officer to proceed with an agreement for an equity financing required by the Company, which agreement and financing had been approved by the Board of Directors.
On September 13, 2007, our Board of Directors authorized and completed the removal of the directors (including Mr. Yiasemis) of our U.K. subsidiary, Internet Telecommunications Plc, and elected new directors for that company. The new directors of our subsidiary suspended Mr. Yiasemis as Chief Executive Officer of the subsidiary and elected new officers for that company.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IT GROUP HOLDINGS INC.
By: /s/Fredrik Verkroost
Name: Fredrik Verkroost
Title: Chairman
Date: September 17, 2007
Breaking news! This maybe the reason why ITGL took a big hit recently in share price. I will say I have been on the telephone alot recently in regards to ITGL. This all came about the same time I was investigating various expenses. Maybe someone was listening to me more than I had recognized. It could of already been in the works. Coincidence? I do not have an answer about who did what or what is what. The SEC document tells most of the story. I still have numerous questions.
8-K 1 v087904_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 11, 2007
IT GROUP HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
001-14883
(Commission File Number) 16-1728655
(IRS Employer Identification No.) Nevada
(State or Other Jurisdiction of Incorporation)
201 South Biscayne Boulevard, 28th Floor
Miami, Florida 33131
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(011) 44 207 216-9000
--------------------------------------------------------------------------------
(Registrant’s Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Removal of Chief Executive Officer
Effective September 11, 2007, our Board of Directors for cause removed Charlie Yiasemis as our Chief Executive Officer and as a director. The basis for our Board’s removal of Mr. Yiasemis was his refusal as the Company’s Chief Executive Officer to proceed with an agreement for an equity financing required by the Company, which agreement and financing had been approved by the Board of Directors.
On September 13, 2007, our Board of Directors authorized and completed the removal of the directors (including Mr. Yiasemis) of our U.K. subsidiary, Internet Telecommunications Plc, and elected new directors for that company. The new directors of our subsidiary suspended Mr. Yiasemis as Chief Executive Officer of the subsidiary and elected new officers for that company.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IT GROUP HOLDINGS INC.
By: /s/Fredrik Verkroost
Name: Fredrik Verkroost
Title: Chairman
Date: September 17, 2007
8-K 1 v087904_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 11, 2007
IT GROUP HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
001-14883
(Commission File Number) 16-1728655
(IRS Employer Identification No.) Nevada
(State or Other Jurisdiction of Incorporation)
201 South Biscayne Boulevard, 28th Floor
Miami, Florida 33131
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(011) 44 207 216-9000
--------------------------------------------------------------------------------
(Registrant’s Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Removal of Chief Executive Officer
Effective September 11, 2007, our Board of Directors for cause removed Charlie Yiasemis as our Chief Executive Officer and as a director. The basis for our Board’s removal of Mr. Yiasemis was his refusal as the Company’s Chief Executive Officer to proceed with an agreement for an equity financing required by the Company, which agreement and financing had been approved by the Board of Directors.
On September 13, 2007, our Board of Directors authorized and completed the removal of the directors (including Mr. Yiasemis) of our U.K. subsidiary, Internet Telecommunications Plc, and elected new directors for that company. The new directors of our subsidiary suspended Mr. Yiasemis as Chief Executive Officer of the subsidiary and elected new officers for that company.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IT GROUP HOLDINGS INC.
By: /s/Fredrik Verkroost
Name: Fredrik Verkroost
Title: Chairman
Date: September 17, 2007
On February 1, 2006, the Company entered into an agreement with Flat Rate Telecom Ltd. (“Flat Rate”). The agreement provides for cash advances in the amount of $200,610 (100,000 £Sterling). The agreement also provides for the Company's standard commercial reseller (service provider) agreement with Flat Rate for the sale of wholesale line rental and associated voice minutes. The agreement runs for a period of 12 months and was renewed for a further 12 month period to January 31, 2008. The Company bills Flat Rate based on predetermined prices as defined in the reseller (service provider) agreement. As of June 30, 2007 the outstanding receivable balance was $153,945. Revenues generated under this agreement during the three and six months ended June 30, 2007 were approximately $14,605 (7,302 £Sterling)and $24,542, (12,471 £Sterling) respectively, and for the three and six months ended June 30, 2006 were approximately $0 (0 £Sterling) and $7,634 (3,874 £Sterling), respectively. The advance is non interest bearing. The Company has not established a reserve as of June 30, 2007 as the balance was deemed fully collectible by the Company.
In connection with its purchase of the Nokia DX220 switch on November 1, 2005, the Company entered into a support services agreement with C.A.P.E. Management Ltd (“C.A.P.E.”) on November 8, 2005. The Company is currently paying $11,825 (6,000 £Sterling) per month to C.A.P.E. under this agreement. As at 30 June, 2007, the Company has an outstanding receivable derived from cash advances in connection with a carrier interconnect agreement with C.A.P.E. in the amount of $300,915 (150,000 £Sterling). Subsequent to June 30, 2007, the Company agreed to enter into a new contract based on the existing carrier interconnect agreement with C.A.P.E. for the supply and transport of telecommunications traffic, and C.A.P.E. has agreed that the Company will withhold 20% of the invoiced amounts to set-off against the outstanding receivables balance of $300,915 (150,000 £Sterling) owing to the Company. As a result, it is expected that the receivables outstanding will be repaid within approximately 9 months.
On November 1, 2005, The Company entered into a consulting agreement with
Carmenna Limited, which is wholly owned by Dr. Fredrik Verkroost, a director and
Chairman of the Company. Pursuant to such agreement, Carmenna Limited agreed to
provide certain consulting services to ITPLC in consideration for a fee equal to
(pound) 1,000 per month ($1,890 at June 30, 2006)
Employment Agreements
The Company has entered into an employment contract with its Chief Executive
Officer, Charlie Yiasemis and its Technical Director, Stavros Papathanassiou,
each of which is for a five year term that expires on December 31, 2008. The
contracts will automatically renew unless terminated by either party. The
contracts provide for a minimum annual salary, adjusted, at the option of ITPLC,
for cost-of-living, performance, and the profitability of ITPLC. In addition,
ITPLC may, in its discretion, provide the individual a car with a total purchase
price, including tax and United Kingdom value added tax, not to exceed (pound)
20,000 ($37,800 at June 30, 2006) for use in the performance of duties and
replaced every three years.
The minimum annual commitment, excluding the value of the car and any other
incentives, under these contracts is as follows:
Years Amount
--------
2006 $217,680
2007 217,680
2008 217,680
--------
Total $653,040
========
Note 8 - Operating Leases
The Company leases 6,000 sq. feet of office space at 46 Clerkenwell Close,
London, England for approximately $4,880 per month until 2011 with a lease
renewal period in 2007. In addition, the Company leases approximately 2,000 sq
feet at 10-16 Scrutton Street, London, England, on a month to month basis at a
rate of approximately $2,000 per month.
On August 8, the Company signed a three year lease for 800 square feet of space
to house a new switch in a building at 80 Clifton Street in London that is
specifically dedicated to telecom services that will increase efficiency of line
choice and will lower the cost of sales. The lease cost is $10,433 per month, is
effective September 1, 2006 and is automatically renewable. In addition, the
Company has an option for additional space.
Rent and related expense for the six months ended June 30, 2006 and 2005 was $
49,810 and $29,280, respectively.
On June 15, 2006, the Company issued 5,852,950 shares of common stock at a price
of $0.1737089 per share for the conversion of $1,016,657 of debt by Cayman
Lender, Ltd.
On June 26, 2006, the Company issued 218,600 shares of common stock at a price
of $0.1737089 per share for the conversion of $37,973 of debt by Cayman Lender,
Ltd.
Note 5 - Convertible Promissory Notes
The Company has outstanding Promissory Notes to Cayman Lender, Ltd. a Cayman
Islands exempted company in voluntary liquidation ("Cayman"), due on demand (the
"Notes"). Interest accrues on the Notes at the rate of 8% per annum. The Notes
are convertible into common shares of the Company at a rate of $0.1737089
During the period since May 12, 2006 (the date of the Share Exchange Agreement)
through June 30, 2006, the Company issued an aggregate of 8,718,545 shares of
its common stock to Cayman in exchange for $1,511,658 in Cayman's claims against
the Company pursuant to the terms of an agreement (the "Exchange Agreement")
entered into between the Company and Cayman in Voluntary Liquidation. On January
9 and 12, 2006, the Grand Court of the Cayman Islands held a Hearing on the
application of the Liquidators for approval of the Exchange Agreement, and the
Court approved the terms of the Exchange Agreement and found them to be fair to
Cayman. Absent an order from the Court approving the terms of the Exchange
Agreement and declaring them to be fair to Cayman (the entity to receive the
subject securities) there would have been no basis for reliance upon the
exemption set forth in Section 3 (a) (10) for the issuance of shares of common
stock to be issued to Cayman. By virtue of a previous agreement (the "Loan
Agreement") dated November 1, 2005, entered into between the Company and Cayman,
The Company has received $3,700,000 in loans ("Loans") from Cayman, of which
$735,723 remains outstanding as of June 30, 2006 including accrued interest at
8% per annum.
The Loan Agreement provides that, on demand, The Company can require Cayman to
make additional advances to the Company not to exceed $21,300,000 ("Future
Loans"). The Company may obtain Future Loans so as to be able to continue to
implement its reorganization by integrating the operations of ITPLC into the
Company's own business plan. Cayman advanced an additional $200,000 during the
quarter ended June 30, 2006. During the period ended January 1, 2006 to May 12,
2006, $882,000 was advanced to IT from GMCI.
Notes payable, Cayman Lender as of June 30, 2006 consisted of the following:
Cayman Lender, Ltd.
Due on demand, including interest
at 8.00%, unsecured, convertible at $0.1737089 $735,723
As of June 30, 2006 the Company owed $151,364 to the Director and Chief
Executive Officer Charlie Yiasemis. These loans are unsecured, payable on demand
and non-interest bearing.
As of June 30, 2006, the Company owed $5,530 to the majority shareholder
Demetris Charalambous. This loan is unsecured, payable on demand and
non-interest bearing.
German exchange?
Yup, and on low volume.
The company supposedly has plenty of operating cash. Now lets see if this management can deliver, as they now have the tools to succeed, with few excuses if any.
In Reply To 'phoney' on ' IT Group Holdings'
You talking about 1 million shares in volume. So where did a million shares at this level come from? Or was it a cross of several thousand shares passed numerous times?
Or could it have been an MM unloading a few blocks for someone trying to get out, but they had an interested buyer?
This is a shell reverse merger company! I cannot see it as flying solo, as yet. To many "i's" dotted without confidence.
One of the dots is the cost of the reverse merger. That is just for first part questions.
I only feel that ITGL could be a potential buyout candidate within the telecom industry , as that appears to be the trend. The real issue is that management is not presently delivering on their original estimates and have twice restated their guidance, as the share price declined in reflection of those restated guidance numbers.
I'm not sure about funds, but maybe news is about to break. Certain websites gang up on thin traded OTC stocks with a low OS and then send out buy alerts over the internet and via emails/fax - after the news is released. I just bought some @.13 for the helluvit. Hard to guess the bottom now with the volume spiking for no good reason.
Consulting Agreements and Related Party Transactions
During October 2006, the Company entered into a consulting service agreement with Access Line Investments Limited for marketing, development, and investment planning services for a monthly fee of $12,500. The services provided under this agreement shall be ongoing unless terminated by either party giving no less than six months notice in writing or unless terminated earlier.
On November 1, 2005, ITPLC entered into a consulting agreement with Carmenna Limited, which is 80% owned by the Chairman of the Company. Pursuant to such agreement, Carmenna Limited agreed to provide certain consulting services to ITPLC through December 31, 2008 in consideration for a minimum fee of £Sterling 1,000 per month ($2,006 at June 30, 2007). The agreement was extended effective February 1, 2007 through December 31, 2008 with a monthly fixed rate of £Sterling 5,000 per month ($10,031 at June 30, 2007).
On November 1, 2005, the Company entered into a consulting and support services agreement with Business Development & Consulting Limited, of which the Chairman is one of its beneficiaries. The agreement provides for strategy, planning and finance support at a monthly fee of $10,000, and can be terminated by either party on six months’ notice. The Company paid $30,000 for each of the six months ended June 30, 2007 and 2006, respectively, pursuant to this agreement.
On February 9, 2007 the Company entered into an agreement with Aurelius Consulting Group (an affiliate of RedChip Companies) for investor relations services at the monthly fee of $8,000 and granted 250,000 warrants with an exercise price of $0.30 and 250,000 warrants with an exercise price of $0.50 expiring February 9, 2012. The Company incurred a stock based compensation charge of approximately $160,000.
Other
On October 13, 2006, Marcum & Kliegman LLP (“M&K”), the Company’s independent registered public accounting firm, advised us that they had been requested by the SEC to furnish to the SEC specified financial and other documents for the Company in M&K’s possession and control, as well as financial and other documents for three other unrelated companies. M&K has cooperated fully with the SEC in its response to this request.
Crossing shares from one fund to another most likely. Someone trying to make volume waves to get some eyes on the stock. That is my assumption. One million shares and no price movement to the upside? Anyone's guess. Did you notice that numerous previous warrants expired recently? At much greater values?
I say we must await to see if Charlie is telling the truth. We must see if Charlie will deliver. Is Charlie's AT&T reputation going forward or backwards? I could not picture the good Doctor V placing himself into a low level reputation. That to will be soon acknowledged.
A response to the SEC was immediately going in after the last report was filed, in regards to the some of the financing deals that took place recently.
I really did not like the finance reportable value for the reverse stock merger. That was a surprise to see added debits, after all was supposedly said and done with.
So now the volume pops! But very little price movement on a million shares traded over two days.
Actually, the volume has been quite low. I mentioned before how current holders don't have much to gain by selling at this point. The danger lies in offshore short selling and the MM's dumping what they are required to sell for their 'customers'.. Despite all the bogus hype about 'naked short selling' causing problems for certain OTC's, it is usually the MM's doing the selling. They are given a certain amount of shares as commision in exchange for dumping large amounts of stock for certain 'individuals'. This usually happens during a news release but can eventually extend the downward spiral. The offshore shorts can come in at anytime and jackhammer you down into the ground, but this practice may or may not be as rampant due to terrorist funding investigations. Still, most guilty OTC's will release a statement saying they have been victimized by 'naked shorts' when they themselves are the actual culprit. Not to say ITGL will be guilty, just something to watch for.
ITGL said they had ~$3M in cash for operations going forward, same as last quarter?? How come last Q's loss didn't reduce that? Did more cash come in due to MM dumping? In the end, the company and founders are funded through dilution, whether or not they can post profits and 'wow' the public into buying feverishly during these episodes is the key. Right now it's not working, that's why I'm looking for a new low after the dust settles following a high volume event.
Plus, the major markets are probably going to suffer some as the credit crunch intensifies. The lowering of our discount rate and the fact that 4 major U.S. banks just borrowed to stay afloat is the scariest financial event since 1929 - despite the 'hooray!' response from the markets, I view it as a progression from denial to fear. The next stage can lead to panic.
It's kind of like holding up a sheet of plywood during a mudslide, you can breathe easy for the moment.. The markets will exagerate any downturn in order to capitalize. They will also applaud a surprize interest rate cut when it is really an admission of a severe problem. We are at a tipping point. The consumers either continue to spend or they hold back. We are the key. Fear usually wins. Slower auto sales are one of the first signs after a housing crunch for two reasons. One is consumer fear, the other is the inability to provide the risky loans needed for most auto sales.
Share price is in disgrace. Somebody taking leave of their shares it appears without hanging out to see if Charlie is telling the truth or not.
The RedChip conference appears not to have helped ignite investor confidence.
Fifty Companies Representing Twenty Industries Set to Present At the RedChip Small-Cap New York Investor Conference August 16-17, 2007 At The Waldorf Astoria
Wednesday July 11, 12:08 pm ET
CEOs of Participating Companies Will Deliver Presentations From 8:30 a.m. - 5:00 p.m., August 16-17, 2007 At the World-Renowned Waldorf Astoria Hotel
Comment letter from the SEC.
The Company is required to use its best efforts for the registration statement to be declared effective. The Company filed its registration statement on Form SB-2 on May 11, 2007, pursuant to this agreement and received a comment letter from the SEC on June 8, 2007. The Company intends to file an amendment to this registration statement responding to the SEC’s comments shortly following the filing of this quarterly report.
Unbilled line and service rentals and services charges represent amounts earned and accrued as receivable from customers for their usage prior to the end of the period. Unbilled service charges are expected to be billed within 1 month of the respective balance sheet date.
Unbilled $1,644,154 9 (so this amount should have been billed by now)
I am trusting that all will fall together after this money washed quarter. Now the projects switch is in place, at an enormous cost. The filing fee's for the newly merged company.
Writing off debt? Never did mention to who that was to.
Now its time to see some gross profits turn into net income.
It looks like the ITGL Santa Claus has given enough to various sources.
Under the terms of the Notes entered into January and February 2007, the Company has agreed to register the shares underlying the warrants. The Company is required to use its best efforts to have the registration statement declared effective. Pursuant to this agreement, the Company filed its registration statement on Form SB-2 on May 11, 2007, and received a comment letter from the SEC on June 8, 2007. The Company intends to file an amendment to this registration statement responding to the SEC’s comments shortly following the filing of this quarterly report.
On August 8, 2006 and May 12, 2006 respectively, the Company entered into an agreement with its Chief Executive Officer, and Chairman to provide director services. The agreement provides for compensation of $2,500 per month to each individual and was increased to $5,000 per month on January 1, 2007. The agreement has a term of two years
Charlie Yiasemis
President, Chief Executive Officer and Chief Financial Officer
================================================================
On February 9, 2007 the Company entered into an agreement with Aurelius Consulting Group (an affiliate of RedChip Companies) for investor relations services at the monthly fee of $8,000 and granted 250,000 warrants with an exercise price of $0.30 and 250,000 warrants with an exercise price of $0.50 expiring February 9, 2012. The Company incurred a stock based compensation charge of approximately $160,000.
-----------------------------------------------------------
lets look at the 6 month chart? RedChip visibility not really doing the share price any justice. ITGL now at a 52 week low, after a reverse split from the GMOC shell.
Another $437,000 for filing fees involving the newly merged company??? Didn't they have a similar charge to G&A last quarter?
At least the OS remained the same... for now
Borrrrrring, (.02) loss again.
Flat Rate Telecom Limited a company registered at 46 Clerkenwell Close, London, EC1R 0AT. Has the same registered address as ITGL
1.4 FRT means Flat Rate Telecom Limited a company registered at 46 Clerkenwell Close, London, EC1R 0AT.
http://www.flatratetelecom.co.uk/t_and_c.htm
IT Wholesale Line Rental
Internet Telecommunications PLC
46 Clerkenwell Close,
London. EC1R 0AT
United Kingdom.
http://www.itwlr.com/contact/contact_us.html
ITGL did pay back its assumed first promissary note in a timely fashion. This is extremely good news , in part.
I do like upon the companies discretion the CEO should get a car. This is not some large BT outfit as yet, and this player wants a car. I do not find that acceptable to the meaning of growth as this same CEO keeps cutting back on forecast.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, 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, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.
As of June 30, 2007, an evaluation was performed under the supervision and with the participation of our management, including our chief executive and financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures were ineffective as a result of those significant deficiencies and material weaknesses as discussed in the following paragraph.
Our independent registered public accountants have reported to our Board of Directors certain matters involving internal controls that they considered to be reportable conditions and material weaknesses, under standards established by the Public Accounting Oversight Board.
The first reportable condition identified relates to limited segregation of duties. Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. This constitutes a significant deficiency in financial reporting. In addition, the accounting department does not have the sophistication to critically evaluate and implement accounting principles and at times transactions are recorded improperly and require additional procedures and adjustments to be made by our auditors.
20
--------------------------------------------------------------------------------
The second reportable condition identified as a material weakness is the lack of the timely closing of our books and records and the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America.
We have implemented certain procedures to help minimize the risks associated with this significant deficiency, including using the services of an interim financial and accounting consultant to review, compile and consolidate our financial statements on a quarterly and annual basis. We have approved the internal process to bring in a higher level of accounting expertise for purposes of properly recording transactions and control account reconciliations. When resources permit, we do intend to hire a chief financial officer with appropriate public company experience to relieve our chief executive officer of his current chief financial officer duties.
Changes in Internal Controls
Given these reportable conditions and material weaknesses, management devoted additional resources to resolving questions that arose during the period covered by this report. As a result we are confident our financial statements as of June 30, 2007 and for the three and six months ended June 30, 2007 and 2006, fairly present in all material respects our financial condition and results of operations.
In order to mitigate the aforementioned significant deficiency and material weakness, in the early portion of the three and six months ended June 30, 2007, we engaged the above-referred to financial and accounting consultant to oversee the Company's financial reporting. We anticipate that the improvements in our disclosure controls and procedures will be reflected in future quarters.
Limitations on the Effectiveness of Controls
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 and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level
In January 2007, the Company arranged working capital financing of $3,045,000 net of financing costs through the issuance of $3,500,000 of 12% promissory notes maturing on September 30, 2008 and 3,850,000 warrants (including placement agent warrants) priced at $0.18.
The financing was raised to meet the Company’s anticipated working capital requirements to achieve its business plan objectives, and in January 2007 the Company repaid the $600,000 of short-term 10% promissory notes raised on November 21, 2006 together with $13,200 in interest charges.
As of June 30, 2007, the Company had no outstanding employee stock options. The Company did not grant any options to employees during the six months ended June 30, 2007 and 2006. The adoption of SFAS 123R did not affect the Company’s condensed consolidated financial statements, for the periods ended June 30, 2007 and 2006, but may have a material impact if options are granted in the future.
In January and February 2007, the Company granted an aggregate of 350,000 warrants to private placement agents in connection with promissory notes aggregating $3.5 million. The warrants are exercisable at $0.18 per share, are fully vested and have a life of 5 years. The warrants were valued using the Black Scholes option model and as a result the Company capitalized $90,112 to deferred financing fees and is amortizing the cost over the term of the notes.
On February 9, 2007 the Company entered into an agreement with Aurelius Consulting Group (an affiliate of RedChip Companies) for investor relations services at the monthly fee of $8,000 and granted 250,000 warrants with an exercise price of $0.30 and 250,000 warrants with an exercise price of $0.50 expiring February 9, 2012. The Company incurred a stock based compensation charge of approximately $160,000.
On February 1, 2006, the Company entered into an agreement with Flat Rate Telecom Ltd. (“Flat Rate”). The agreement provides for cash advances in the amount of $200,610 (100,000 £Sterling). The agreement also provides for the Company's standard commercial reseller (service provider) agreement with Flat Rate for the sale of wholesale line rental and associated voice minutes. The agreement runs for a period of 12 months and was renewed for a further 12 month period to January 31, 2008. The Company bills Flat Rate based on predetermined prices as defined in the reseller (service provider) agreement. As of June 30, 2007 the outstanding receivable balance was $153,945. Revenues generated under this agreement during the three and six months ended June 30, 2007 were approximately $14,605 (7,302 £Sterling)and $24,542, (12,471 £Sterling) respectively, and for the three and six months ended June 30, 2006 were approximately $0 (0 £Sterling) and $7,634 (3,874 £Sterling), respectively. The advance is non interest bearing. The Company has not established a reserve as of June 30, 2007 as the balance was deemed fully collectible by the Company.
In connection with its purchase of the Nokia DX220 switch on November 1, 2005, the Company entered into a support services agreement with C.A.P.E. Management Ltd (“C.A.P.E.”) on November 8, 2005. The Company is currently paying $11,825 (6,000 £Sterling) per month to C.A.P.E. under this agreement. As at 30 June, 2007, the Company has an outstanding receivable derived from cash advances in connection with a carrier interconnect agreement with C.A.P.E. in the amount of $300,915 (150,000 £Sterling). Subsequent to June 30, 2007, the Company agreed to enter into a new contract based on the existing carrier interconnect agreement with C.A.P.E. for the supply and transport of telecommunications traffic, and C.A.P.E. has agreed that the Company will withhold 20% of the invoiced amounts to set-off against the outstanding receivables balance of $300,915 (150,000 £Sterling) owing to the Company. As a result, it is expected that the receivables outstanding will be repaid within approximately 9 months.
Accounts receivable were comprised of the following:
Line and service rentals and associated voice minute services:
Billed $ 53,496
Unbilled 1,644,154
Total $ 1,697,650
Unbilled line and service rentals and services charges represent amounts earned and accrued as receivable from customers for their usage prior to the end of the period. Unbilled service charges are expected to be billed within 1 month of the respective balance sheet date.
A provision was made in the three months ended March 31, 2007 for doubtful debts in the amount of $163,000. An amount of $180,074 has been identified as bad debts and has been written off for the three months ended June 30, 2007, thereby leaving $0 as a provision for doubtful debts going forward.
NOTE 7 - LOANS FROM OFFICERS AND STOCKHOLDERS
As of June 30, 2007, the Company owed $57,068 to its Chief Executive Officer / Director, which amount represents loans that are unsecured, payable on demand and non-interest bearing.
During the three and six months ended June 30, 2007, the Company paid $5,000 to its Chairman for unpaid fees under his director services agreement.
NOTE 9 - CONVERTIBLE NOTES PAYABLE AND BRIDGE LOAN
On November 14, 2006, the Company entered into a bridge note financing agreement aggregating $600,000. The promissory notes have a stated interest rate of 10% per annum and mature on March 31, 2007. The $600,000 of bridge notes were fully repaid in January 2007 in addition to $13,200 in interest expense. In connection with the promissory notes the Company also granted 600,000 common stock purchase warrants. The warrants are exercisable at $0.25 per share, have a life of three years and carry a cashless exercise provision.
The $107,941 fair value of the warrants was calculated using the Black-Scholes option valuation model and has been recorded as a debt discount. The debt discount is accredited to interest expense over the life of the debt. For the three and six month periods ended June 30, 2007, $0 and $70,173, respectively, were charged to interest expense.
On January 11, 2007, the Company completed the sale of $2,475,000 of promissory notes (the "Notes"). The Notes (see also below) are in the aggregate principal amount of $3,500,000, mature on September 30, 2008 and have a stated interest rate of 12% per annum. Interest is payable on February 12, 2008, and at maturity on September 30, 2008. The Company also granted to the note holders 2,475,000 warrants that are exercisable at $0.18 per share and expire on January 11, 2012. The gross proceeds were recorded net of a debt discount of approximately $503,000 for the value of the warrants. The debt discount was calculated using the Black Scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $321,750, which was capitalized as deferred financing fees and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock prior to conversion.
On January 17, 2007, the Company completed the sale of an additional $750,000 of Notes. The Company also granted to the note holders 750,000 warrants that are exercisable at $0.18 per share and expire January 17, 2012. The gross proceeds were recorded net of a debt discount of $150,000 for the value of the warrants. The debt discount was calculated using the Black Scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $97,500, which were capitalized and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days of the average closing price of the Company’s common stock prior to conversion.
NOTE 9 - CONVERTIBLE NOTES PAYABLE AND BRIDGE LOAN (Continued)
On February 12, 2007, the Company completed the sale of an additional $275,000 of Notes. The Company also granted to the note holders 275,000 warrants that are exercisable at $0.18 per share and expire February 15, 2012. The gross proceeds were recorded net of a debt discount of $63,000 for the value of the warrants. The debt discount was calculated using the black scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $35,750, which was capitalized and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock.
In the event of default, the Notes and accrued interest will become convertible into shares of the Company’s common stock at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock prior to conversion. Accordingly, since the number of shares of the Company’s common stock, that the Notes and accrued interest may convert into is indeterminate, the Company may not have sufficient authorized shares in the future to settle conversions or exercises of non-employee instruments, such as warrants and non-employee stock options. The embedded conversion option on the Notes, as well as the aforementioned previously issued instruments which are outstanding would be required to be recorded as liabilities at fair value under the guidance of EITF 00-19. EITF 00-19 requires that the fair market value of these derivative instruments be reassessed at each balance sheet date.
For the three and six months ended June 30, 2007, the Company amortized $98,864 and $179,340 of debt discount with respect to the 2007 debt issuances.
Under the terms of the Notes entered into January and February 2007, the Company has agreed to register the shares underlying the warrants. The Company is required to use its best efforts to have the registration statement declared effective. Pursuant to this agreement, the Company filed its registration statement on Form SB-2 on May 11, 2007, and received a comment letter from the SEC on June 8, 2007. The Company intends to file an amendment to this registration statement responding to the SEC’s comments shortly following the filing of this quarterly report.
In January and February 2007, the Company granted an aggregate of 350,000 warrants to the private placement agents in connection to the promissory notes aggregating $3.5 million. The warrants are exercisable at $0.18 per share, are fully vested and have a life of 5 years. The warrants were valued using the black scholes option model and as a result the Company will capitalize $90,112 to deferred financing fees and will amortize the cost over the term of the notes.
In connection with the $3,500,000 of promissory note financing duing January and February 2007, the Company incurred financing fees of $455,000 and granted 350,000 warrants to the private placement agent for services provided. The warrants are exercisable at $0.18 per share, have a life of five years and carry a cashless exercise provision. The estimated fair value of the warrants is $90,112 using the Black-Scholes option valuation model. The total financing cost of $545,112 has been capitalized as a deferred financing fee and is being amortized to interest expense over the term of the promissory notes. For the six month period ended June 30, 2007, the Company has amortized $140,667 to interest expense (in addition to the amount of $41,222 that was amortized and related to prior years funding.)
Employment Agreements
On August 8, 2006 and May 12, 2006 respectively, the Company entered into an agreement with its Chief Executive Officer, and Chairman to provide director services. The agreement provides for compensation of $2,500 per month to each individual and was increased to $5,000 per month on January 1, 2007. The agreement has a term of two years.
ITPLC has entered into an employment contract with its Chief Executive Officer, and its Technical Director each of which is for a five-year term that expires on December 31, 2008. The contracts will automatically renew unless terminated by either party. The contracts provide for a minimum annual salary, adjusted, at the option of ITPLC, for cost-of-living, performance, and the profitability of ITPLC. In addition, ITPLC may, in its discretion, provide the individual a car with total purchase price, including tax and United Kingdom value added tax, not to exceed 20,000 sterling pounds ($40,122 at June 30, 2007) for use in the performance of duties and replaced every three years.
The minimum annual commitment, excluding the value of the car and any other incentives, under these contracts is as follows:
Years Amount
2007 $ 253,500
2008 253,500
Total $ 507,000
Consulting Agreements and Related Party Transactions
During October 2006, the Company entered into a consulting service agreement with Access Line Investments Limited for marketing, development, and investment planning services for a monthly fee of $12,500. The services provided under this agreement shall be ongoing unless terminated by either party giving no less than six months notice in writing or unless terminated earlier.
On November 1, 2005, ITPLC entered into a consulting agreement with Carmenna Limited, which is 80% owned by the Chairman of the Company. Pursuant to such agreement, Carmenna Limited agreed to provide certain consulting services to ITPLC through December 31, 2008 in consideration for a minimum fee of £Sterling 1,000 per month ($2,006 at June 30, 2007). The agreement was extended effective February 1, 2007 through December 31, 2008 with a monthly fixed rate of £Sterling 5,000 per month ($10,031 at June 30, 2007).
On November 1, 2005, the Company entered into a consulting and support services agreement with Business Development & Consulting Limited, of which the Chairman is one of its beneficiaries. The agreement provides for strategy, planning and finance support at a monthly fee of $10,000, and can be terminated by either party on six months’ notice. The Company paid $30,000 for each of the six months ended June 30, 2007 and 2006, respectively, pursuant to this agreement.
On February 9, 2007 the Company entered into an agreement with Aurelius Consulting Group (an affiliate of RedChip Companies) for investor relations services at the monthly fee of $8,000 and granted 250,000 warrants with an exercise price of $0.30 and 250,000 warrants with an exercise price of $0.50 expiring February 9, 2012. The Company incurred a stock based compensation charge of approximately $160,000.
Other
On October 13, 2006, Marcum & Kliegman LLP (“M&K”), the Company’s independent registered public accounting firm, advised us that they had been requested by the SEC to furnish to the SEC specified financial and other documents for the Company in M&K’s possession and control, as well as financial and other documents for three other unrelated companies. M&K has cooperated fully with the SEC in its response to this request.
NOTE 11 - STOCKHOLDERS’ EQUITY
Warrants
On November 9. 2006, the Company granted warrants to purchase 200,000 shares of common stock at an exercisable price of $1.00 per share to Strategic Growth International, Inc. for settlement of accrued consulting fees. These warrants were valued at $39,960 using the Black-Scholes option pricing model. The warrants expire on May 9, 2009.
On November 14, 2006, the Company entered into a promissory note agreement aggregating $600,000. The promissory notes have a stated interest rate of 10% per annum and mature on March 31, 2007. The promissory notes were repaid with interest in February 2007. In connection with the promissory notes the Company also granted 600,000 common stock purchase warrants to the noteholders and 60,000 warrants to the placement agent. The warrants are exercisable at $0.25 per share, have a life of three years and carry a cashless exercise provision.
On January 11, 2007, the Company entered into a promissory note agreement aggregating $3,500,000. The closings under the agreement were on January 11, January 17 and February 12, 2007. The promissory notes have a stated interest rate of 12% per annum and mature on September 30, 2008. In connection with the promissory notes the Company also granted
Three and six months ended June 30, 2007 and 2006
Revenues. For the three months ended June 30, 2007, revenues increased to $6,062,650 from $5,360,719 for the same period in 2006, an increase of $701,931 or 13%. For the six months ended June 30, 2007, revenues increased to $12,140,181 from $10,722,192 for the same period in 2006, an increase of $1,417,989 or 13%. Such increase is attributable to a higher number of customers resulting from the addition of resellers (service providers).
For our fiscal 2007 second quarter ending June 30, 2007, our customers were primarily residential, business end-users and an increasing number of resellers (service providers) following the Company’s decision to become a predominantly wholesale supplier of line rental and associated voice minutes. As a consequence, the existing residential and business end-user base succumbed to a higher than expected attrition of users due to aggressive marketing campaigns by retail competitors. However, with our focus on developing the wholesale business, we increased the number of resellers (service providers) selling to residential, business end-users, and carriers.
The growth in connecting new lines was hampered by the ongoing but unresolved discussions with carriers regarding deposits. Whereas the Company has signed new Reseller (Service Provider) agreements to supply their customers with line rental and associated voice minutes, the rate at which we have been able to provision these lines has been curtailed due to carrier demands for large deposits. Negotiations are ongoing and we anticipate these to be resolved in a mutually acceptable way over the next several months to enable us to increase the rate of provisioning new lines, and thereby our revenues growth.
Approximately 70% of our end-user customers are small to medium sized businesses with the remainder percentage being residential consumers. During our fiscal 2007 second quarter, there was no single customer representing more that 5% of our revenues for that period.
A new line of commercial business dealing with non-geographic numbers (NGN) was started in July 2007 using the value-added equipment purchased by the Company in late 2006. This new line of business is running to plan and is expected to achieve gross profits in the range 8% to 15% subject to individual customer contracts. Our intention is to build-up this new line of business with targeted marketing campaigns over the coming months to create market awareness.
Gross Profit. Gross profit was $342,583 for the three months ended June 30, 2007, compared to a gross profit of $543,341 for the same period in 2006, representing a decrease of $200,758 or 37% over the previous period. We achieved gross margins of approximately 5.7% in the three months ended June 30, 2007, compared to a gross margin of approximately 10.1% in the same period in 2006. For the six months ended June 30, 2007, gross profit was $707,920, compared to a gross profit of $848,055 for the same period in 2006, representing a decrease of $140,135 or 17% over the previous period. Gross margins were approximately 5.8% in the six months ended June 30, 2007, compared to a gross margin of approximately 7.9% in the same period in 2006.
Gross margins were in line with expectations for the six months ended June 20, 2007, and were lower than in the same period in 2006 due to the additional costs of adding Reseller (Service Provider) end-user lines and due to the further delays in putting the switch into service. We estimate gross profits to improve gradually over the next half year in line with revised expectations and with the addition of value-added services contributing to estimated higher margins.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $939,847 for the three months ended June 30, 2007, from $507,667 for the same period in 2006. For the six months ended June 30, 2007, selling, general and administrative expenses were $2,160,062 compared to a $954,022 for the same period in 2006. As a percentage of total revenues, the aggregate selling, general and administrative expenses were 15.5% during our fiscal 2007 second quarter compared to 9.5% during the comparable quarter in 2006.
The increases are due to approximately $160,000 of costs related to the issue of 500,000 warrants, to Aurelius Consulting Group, $180,074 for the write off of bad and doubtful debts, $437,000 for additional legal, professional and filing fees for the newly merged publicly traded company, approximately $24,052 for additional rent, rates, service and repair charges; approximately $64,363 for additional investor relations expenses, $30,326 for additional telecommunications costs and approximately $42,000 for Director fees. Salaries increased by approximately $72,913 to $235,506.
Depreciation and Amortization Expense. Depreciation and amortization expense increased to approximately $22,777 and $64,659 in the three and six months respectively ended June 30, 2007 from approximately $26,670 and $53,840 respectively for the same periods in 2006. The increase is primarily due to the purchase of additional telecommunications equipment.
Interest Expense. Interest expense increased to $270,914 and $635,575 respectively in the three and six months ended June 30, 2007 from $0 in each of the same periods in 2006. This increase was due primarily to accruals for interest charges on $3,500,000 principal amount of our 12% promissory notes and the related accretion of debt discount and amortization of deferred financing fees for the three and six months ended June 30, 2007.
Net loss. Our net loss for the three and six months ended June 30, 2007 was $860,827 and $2,058,435 respectively compared to a net loss of $8,380 and $193,173 respectively for the same periods in 2006. The increase is primarily due to an increase in Selling, General and Administrative expenses, as well as an increase in interest expenses as mentioned above.
Liquidity and Capital Resources
As of June 30, 2007, we had cash and cash equivalents of $3,745,968 and carrier deposits of $750,489.
Cash and cash equivalents generally consist of cash and money market funds.
The Company incurred a net loss of $860,827 and $2,058,435 respectively for the three and six months ended June 30, 2007. The Company's current assets exceeded its current liabilities by $1,206,270 at June 30, 2007.
On January 11, 2007, the Company completed the sale of $2,475,000 of promissory notes (the "Notes"). The Notes (see also below) are in the aggregate principal amount of $3,500,000, mature on September 30, 2008 and have a stated interest rate of 12% per annum. Interest is payable on February 12, 2008, and at maturity on September 30, 2008. The Company also granted to the note holders 2,475,000 warrants that are exercisable at $0.18 per share and expire on January 11, 2012. The gross proceeds were recorded net of a debt discount of approximately $503,000 for the value of the warrants. The debt discount was calculated using the Black Scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $321,750, which was capitalized as deferred financing fees and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock prior to conversion.
On January 17, 2007, the Company completed the sale of an additional $750,000 of Notes. The Company also granted to the note holders 750,000 warrants that are exercisable at $0.18 per share and expire January 17, 2012. The gross proceeds were recorded net of a debt discount of $150,000 for the value of the warrants. The debt discount was calculated using the Black Scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $97,500, which were capitalized and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days of the average closing price of the Company’s common stock prior to conversion.
15
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On February 12, 2007, the Company completed the sale of an additional $275,000 of Notes. The Company also granted to the note holders 275,000 warrants that are exercisable at $0.18 per share and expire February 15, 2012. The gross proceeds were recorded net of a debt discount of $63,000 for the value of the warrants. The debt discount was calculated using the black scholes option valuation model for the value of the warrants and will accrete to interest expense over the term of the Notes. The Company paid the private placement agents a cash fee of $35,750, which was capitalized and will be amortized over the life of the Notes. In the event of default any unpaid principal and accrued interest will become convertible at the option of the note holders at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock.
In the event of default, the Notes and accrued interest will become convertible into shares of the Company’s common stock at the lower of $0.15 or 85% of the last 10 days average closing price of the Company’s common stock prior to conversion. Accordingly, since the number of shares of the Company’s common stock, that the Notes and accrued interest may convert into is indeterminate, the Company may not have sufficient authorized shares in the future to settle conversions or exercises of non-employee instruments, such as warrants and non-employee stock options. The embedded conversion option on the Notes, as well as the aforementioned previously issued instruments which are outstanding would be required to be recorded as liabilities at fair value under the guidance of EITF 00-19. EITF 00-19 requires that the fair market value of these derivative instruments be reassessed at each balance sheet date.
Under the terms of the promissory notes entered into January and February 2007, the Company has agreed to file a registration statement to register the shares underlying the warrants within 120 days from the date of the first closing. The Company is required to use its best efforts for the registration statement to be declared effective. The Company filed its registration statement on Form SB-2 on May 11, 2007, pursuant to this agreement and received a comment letter from the SEC on June 8, 2007. The Company intends to file an amendment to this registration statement responding to the SEC’s comments shortly following the filing of this quarterly report.
In January and February 2007, the Company granted an aggregate of 350,000 warrants to the private placement agents in connection to the promissory notes aggregating $3.5 million. The warrants are exercisable at $0.18 per share, are fully vested and have a life of 5 years. The warrants were valued using the Black-Scholes option model and as a result the Company capitalized $90,112, which was capitalized and is being amortized over the life of the promissory notes.
In connection with the $3,500,000 of promissory note financing the Company incurred fees of $455,000 and granted 350,000 warrants to the private placement agent for services provided. The warrants are exercisable at $0.18 per share, have a life of five years and carry a cashless exercise provision. The estimated fair value of the warrants is $90,112 using the Black-Scholes option valuation model. The total cost of $545,112 has been capitalized as a deferred financing fee and is being amortized to interest expense over the term of the promissory notes. For the 6-month period ended June 30, 2007, the Company has amortized $140,667 to interest expense.
The Company is continuing its investment and marketing initiatives to develop its network and revenue base. We estimate that our current financing strategy of private debt and equity offerings will meet our anticipated objectives and business operations for the next 12 months. We will continue to evaluate opportunities for corporate development. Subject to our ability to obtain adequate financing at the applicable time, we may enter into definitive agreements on one or more of those opportunities.
While we raised capital in January 2007 to meet our immediate working capital and financing needs, additional financing is now required in order to fulfill our business plan objectives and support our projected operating cash flow requirements until we expect to generate positive cash flows. We are presently seeking additional financing in the form of equity or debt in order to provide the necessary working capital to see the Company through its expansion phase. There is no guarantee that we will be successful in raising the additional funds that may be required.
By adapting our operations and development to the level of capitalization, management believes we have sufficient capital resources to meet projected cash flow deficits through the next twelve months. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.
ITEM 1 - LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
On October 13, 2006, Marcum & Kliegman LLP (“M&K”), the Company’s independent registered public accounting firm, advised us that they had been requested by the SEC to furnish to the SEC specified financial and other documents for the Company in M&K’s possession and control, as well as financial and other documents for three other unrelated companies. M&K has cooperated fully with the SEC in its response to this request.
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Charlie is too vague with his statements. $28-30M equals how many minutes per month? Compared to how many minutes $50-60M would have represented, it would give us a better idea how his economy of scale would play out. All he mentions is a 'potential' of 500M minutes per month, never the actual amount going through.
So the revs are cut in half for 2007 because of a few months delay during ramp up? Doesn't add up. Either he lost customers or the whole thing is one big con job.
The cash is being burned too fast now since revs are down, they will have to finance more shares or get an actual bank loan.
OTC is for con-artists making cash via selling their company's stock, this company is no different. Sometimes the stock holders make money in the process, but most stocks fizzle. ITGL's stock price is stagnant because nobody wants to dump any here, it's already too low for them so it doesn't make a difference. If offshore 'shorts' take control again it could tank.
Charlie's 'major deal' announcements are looking more and more like fluff. Revs and bottom line are dead. The next announcement will probably be a new financing deal which would dilute. However, it will be worded in a positive fashion which the public will view as 'good news'. So a good spot to buy is after high volume shorts push this down to .04 or so and then stabilizes - just before the financing deal is released. Then it all depends on whether or not ITGL decides to litter the news wires with deals and actual growth via SEC filings. Beware of an increase in OS once the new financing is put in place. Hopefully it will be timed after Sep 30 2007 so it won't show up till the 10K is released by Mar 30 2008.
IT Group Holdings, Inc. Announces Revised Guidance on Estimated 2007 Revenues
Thursday August 9, 10:21 am ET
LONDON, Aug. 9, 2007 (PRIME NEWSWIRE) -- IT Group Holdings, Inc. (OTC BB:ITGL.OB - News) announced today that it has revised its guidance on estimated 2007 revenues, which the Company now estimates in the range of $28 million to $30 million, which still represents a significant 2nd half-year growth.
Charlie Yiasemis, CEO and Founder of IT Group Holdings, Inc., stated: ``Several factors have contributed to our revising our revenue estimates. Firstly, with the switch now fully in operation we had a further delay to obtain clearance from BT for connecting billable subscribers. This has now been cleared. Secondly, our advance capacity orders had to be adjusted over the next few months to reflect connection limitations imposed by BT over the initial few months of ramp-up and our scheduling of advance carrier deposits for the increase in new subscriber lines over our network.''
``Our business objectives remain unchanged as we strive to fill the capacity of our switch over the next 3-5 years. As a reminder, our switch can handle over 500 million minutes per month of traffic once fully loaded with E1 circuits. We continue to be very bullish in our business model,'' Mr. Yiasemis concluded.
About IT Group Holdings, Inc.
IT Group Holdings, Inc. (formerly Green Mountain Capital, Inc.) trades through its wholly owned UK subsidiary Internet Telecommunications Plc (IT). IT is a leading provider of telecommunications services in the UK. IT Group Holdings is now established as a wholesale carrier-operator supplying service providers and businesses with low-cost telecommunications lines as well as competitive and high-quality telephone call services including voice, data, value-added services such as SMS, and carrier services such as Voice-over-Internet Protocol (VoIP).
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the Company's current expectations as to future events. However, the forward-looking events and circumstances discussed in this press release might not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Contact:
IT Group Holdings, Inc.
c/o Internet Telecommunications Plc
Info@itplc.com
www.itwlr.com
www.redchip.com
RedChip Companies, Inc.
Robert Rehse
800-733-2447 - ext. 111
800 REDCHIP (733-2447)
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Source: IT Group Holdings Inc.
IT Group Holdings, Inc. Announces Revised Guidance on Estimated 2007 Revenues
Switch given BT clearance to build traffic volume
London - (Prime Newswire) - August 2, 2007 — IT Group Holdings, Inc. (OTC BB:ITGL) announced today that it has revised its guidance on estimated 2007 revenues, which we now estimate will be in the range of $28m to $30 million, which still represents a significant 2nd half-year growth.
Charlie Yiasemis, CEO and Founder of IT Group Holdings, Inc., stated: “Several factors have contributed to our revising our revenue estimates. Firstly, with the switch now fully in operation we had a further delay to obtain clearance from BT for connecting billable subscribers. This has now been cleared. Secondly, our advance capacity orders had to be adjusted over the next few months to reflect connection limitations imposed by BT over the initial few months of ramp-up and our scheduling of advance carrier deposits for the increase in new subscriber lines over our network.”
He continued, “Our business objectives remain unchanged as we strive to fill the capacity of our switch over the next 3-5 years. As a reminder, our switch can handle over 500 million minutes a month of traffic once fully loaded with E1 circuits”
About IT Group Holdings, Inc.
IT Group Holdings, Inc. (formerly Green Mountain Capital, Inc.) trades through its wholly owned UK subsidiary Internet Telecommunications Plc (IT). IT is a leading provider of telecommunications services in the UK. IT Group Holdings is now established as a wholesale carrier-operator supplying service providers and businesses with low-cost telecommunications lines as well as competitive and high-quality telephone call services including voice, data, value-added services such as SMS, and carrier services such as Voice-over-Internet Protocol (VoIP).
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the Company's current expectations as to future events. However, the forward-looking events and circumstances discussed in this press release might not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements
Investor Relations Contact
Contact Information:
Corporate contact: Investor Relations contact:
IT Group Holdings Inc RedChip Companies, Inc.
c/o Internet Telecommunications Plc Robert Rehse
Info@itplc.com Phone: +1-800-733-2447 - ext. 111
www.itwlr.com 1-800 REDCHIP (733-2447)
www.redchip.com
I tend to disagree on the operating cash being used up. Business is still going forward, ill regardless of the slower pace of the previous forecasted business guidance.
Of course what you say should be watched closely. with the share price next to its 52 week low after a reverse split. I tend to say that investor confidence is basically in the toilet.
So what you feel and care to type might be highly believable. Even if we do not want to care, to believe, in your view point. It could turn to become fact and thereafter a point of view now in reality.
The initial operating cash will be used up shortly, ITGL will have to dilute to raise additional funds. Look for more SEC filings. Let this bottom out and volume to die out before buying.
IT Group Holdings, Inc. Announces Revised Guidance on Estimated 2007 Revenues
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5339130
Switch given BT clearance to build traffic volume
London - (Prime Newswire) - August 2, 2007 — IT Group Holdings, Inc. (OTC BB:ITGL) announced today that it has revised its guidance on estimated 2007 revenues, which we now estimate will be in the range of $28m to $30 million, which still represents a significant 2 nd half-year growth.
Charlie Yiasemis, CEO and Founder of IT Group Holdings, Inc., stated: “Several factors have contributed to our revising our revenue estimates. Firstly, with the switch now fully in operation we had a further delay to obtain clearance from BT for connecting billable subscribers. This has now been cleared. Secondly, our advance capacity orders had to be adjusted over the next few months to reflect connection limitations imposed by BT over the initial few months of ramp-up and our scheduling of advance carrier deposits for the increase in new subscriber lines over our network.”
He continued, “Our business objectives remain unchanged as we strive to fill the capacity of our switch over the next 3-5 years. As a reminder, our switch can handle over 500 million minutes a month of traffic once fully loaded with E1 circuits”
About IT Group Holdings, Inc.
IT Group Holdings, Inc. (formerly Green Mountain Capital, Inc.) trades through its wholly owned UK subsidiary Internet Telecommunications Plc (IT). IT is a leading provider of telecommunications services in the UK. IT Group Holdings is now established as a wholesale carrier-operator supplying service providers and businesses with low-cost telecommunications lines as well as competitive and high-quality telephone call services including voice, data, value-added services such as SMS, and carrier services such as Voice-over-Internet Protocol (VoIP).
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the Company's current expectations as to future events. However, the forward-looking events and circumstances discussed in this press release might not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements
Verizon Communications' (down $0.49 to $41.51, Charts, Fortune 500) wireless division, a joint venture with Vodafone Group (down $0.21 to $30.43, Charts), also announced it would purchase Rural Cellular (up $10.95 to $42.76, Charts) for $757 million, sending shares of the smaller carrier nearly 34 percent higher on the Nasdaq.
In related news, Verizon also reported improved earnings that met forecasts Monday.
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buy outs and mergers are still ongoing.
Frequently Asked Questions
1. Are Calls part of the Wholesale Line Rental Product offering ?
2. What typical areas of activity are Service Provider's "SPs" expected to carry out under the IT-WLR contract ?
3. How does a potential Service Provider "SP" become established to place orders for "IT-WLR" ?
4. How does a potential "SP" commence the process "IT-WLR" ?
5. Can you give me a brief outline of the Service Establishment process ?
6. How do "SPs" interact with "IT-WLR" ?
7. What are the billing arrangements associated with "IT-WLR" ?
8. Are Call Data Records provided to support the "IT-WLR" service ?
9. Why is it critical that we provide "IT" with 3 month advance forecasts ?
10. Are there any financial penalties involved with under or over forecasting ?
11. How would an "SP" acquire new customers ?
12. What is the process by which a line is transferred from BT Retail to an "SP" ?
13. Do BT Retail have an opportunity to retain any customers acquired as a transfer ?
14. Is there a break in service when a line is transferred from BT Retail to an "SP" ?
15. Is broadband compatible with "IT-WLR" ?
16. Is Carrier pre-select "CPS" compatible with "IT-WLR" ?
17. Are there any minimum term conditions associated with "IT-WLR" line rental ?
18. What validation details are required to transfer a line ?
19. Are there any other products that are not compatible with "IT-WLR" ?
20. Do BT Wholesale deal with SP end customers ?
21. What are an "SP"s options with regard to raising queries, questions or issues ?
22. Is there a charge related to "IT-WLR" OCB ?
23. Pricing & Billing ?
24. If an "SP" requires an immediate site visit, will they be charged, even if the fault turns out to be the fault of BT ?
25. Why does the "IT-WLR" Customer Management Centre "CMC" not feed back what is on the Directory Entries even though the "SP" has ticked the like for like box ?
1. Are Calls part of the Wholesale Line Rental Product offering ?
Yes, when a line is initially transferred to a Service Provider "SP" the default Wholesale rates in your Schedule and Contract apply, "SPs" may also opt for the tiered one year commitment scheme, Wholesale Call Commitment package "WCCP", in order to obtain discounted rates.
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2. What typical areas of activity are Service Providers "SPs" expected to carry out under the IT-WLR contract ?
The main functions required to be carried out by "SPs" are: End customer billing and debt management; Sales, Marketing, and Technical Support to the end customer; First line customer service; Providing "IT-WLR" with regular forecasts; Submitting provision orders onto the "IT" or "BT" gateway; This is not an exhaustive list but a general outline of some main areas.
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3. How does a potential Service Provider "SP" become established to place orders for "IT-WLR" ?
Anyone wishing to take the "IT-WLR" product must complete the contract application and details requested before ordering "IT-WLR" services.
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4. How does a potential "SP" commence the process "IT-WLR" ?
Contact your "IT" Account Manager (if you have one) or call us to appoint one, and they will explain the process to you. Timescales are normally driven by the requirements of the potential "SP". Generally this takes approximately 6-8 weeks to complete. This can be reduced if customers are prepared to work to tighter timescales to achieve this.
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5. Can you give me a brief outline of the Service Establishment "SE" process ?
Initially a potential "SP" should have a full overview of the product and understand the areas of responsibility within the contract framework. A potential "SP" will then be required to provide a 3-month forecast, which will be used as a factor in a standard Credit Vetting Procedure. This may generate the need for a deposit. Following successful contract signature the "SP" will be added to the billing and order handling systems, and after a period of training and testing the SP, will be able to place orders. Training, testing and full support is delivered as part of the "SE" process.
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6. How do "SPs" interact with "IT-WLR" ?
For provisioning new orders, interaction is via the internet-based Service Provider Gateway "SPG", and for repair it is via the "IT-WLR" repair Centre by direct telephone contact. Other supporting information such as Call Data Records and confirmation of customer acquisitions are online.
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7. What are the billing arrangements associated with "IT-WLR" ?
Billing is on a monthly cycle for all Line Rental and call charges and Call Data Records "CDR's" can be downloaded as required by the "SP" from time to time. Please note that we do not send out "CDR's" as they our available on the Service Provider Gateway "SPG" Online. This allows access charges and call usage records to be transferred onto the "SPs" billing system at anytime.
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8. Are Call Data Records provided to support the "IT-WLR" service ?
Yes, these are available on the "SPG" via the "IT-WRL" website, and Passcode protected through our "SSL" server and available to each "SP" on a daily basis. Please note that these "CDR's" are normally standard CDR's. However further "CDR's" and charges can be applied later subject to other products ordered that the "SP" decides to sell which may not be part of the "IT-WLR".
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9. Why is it critical that we provide "IT" with 3 month advance forecasts ?
Forecasts are necessary to enable "IT" and BT to provide optimum levels of customer service, without incurring unnecessary product costs. Provision of advance forecasts allows "IT" and BT to manage and plan this more effectively.
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10. Are there any financial penalties involved with under or over forecasting ?
No, but there are operational penalties. For persistent under forecasting, "IT" or BT will process all orders outside of forecasted volumes on an as soon as is reasonably practical basis. Over or under-forecasting may trigger a Re-Credit Vetting Procedure. Over-forecasting may result in future forecasts being set by "IT" and rationed in line with actual volumes received. See forecasting policy for more details.
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11. How would an "SP" acquire new customers ?
Service Providers acquire new customers either by instructing "IT-WLR" to provision a brand new line on an "SPs" behalf, alternatively by an "SP" acquiring an existing customer from BT Retail or another Service Provider. This is known as a line transfer.
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12. What is the process by which a line is transferred from BT Retail to an "SP" ?
The "SP" must complete an electronic Customer Requirements Form "CRF" on the gateway, and submit this to "SPG" for processing. If the order progresses successfully, 10 calendar working days later the service provider acquires the new customer, and a farewell letter is sent to the end customer from BT Retail. For any aquired customers, a daily email is dispatched to all "SPs" advising them of their details of any acquired customers.
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13. Do BT Retail have an opportunity to save any customers acquired as a transfer ?
Yes, BT Retail have one opportunity to retain the customer, usually via an outbound phone call or a letter, during the 9 calendar day window. Their agents used to carry out this work in BT Retail are a ring-fenced team and have specific compliance training in this area.
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14. Is there a break in service when a line is transferred from BT Retail to an "SP" ?
No, however some BT Retail specific discount packages such as Friends and Family will be removed from the line during the transfer process.
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15. Is broadband compatible with "IT-WLR" ?
BT and other "SP" provided broadband equivalents are compatible, with the exception of BT Broadband the BT Retail offering, this will cause the line transfer to be rejected.
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16. Is Carrier pre-select "CPS" compatible with "IT-WLR" ?
Yes, as "IT-WLR" can send any call(s) to any CPS Carrier. However, there may be an additional charge for this service.
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17. Are there any minimum term conditions associated with "IT-WLR" line rental ?
Only to ISDN circuits, but not on Analogue Lines, as there is a minimum commitment term required from BT. However an end user with Analogue line(s) may have some outstanding term agreements in place with BT Retail which could generate termination payments under certain circumstances.
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18. What validation details are required to transfer a line ?
The end customers CLI (Telephone number) and the BT Retail Account number, this is to be found on the BT Retail blue bill.
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19. Are there any other products that are not compatible with "IT-WLR" ?
Yes, for an overview of the types of services that are defined as unsuitable or incompatible with "IT-WLR" please refer to the detailed product description in your handbook once you have joined "IT-WLR".
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20. Do "IT-WLR" deal with "SP" end customers ?
In general "IT-WLR" wholesale does not have any direct dealings with end customers, any calls that do come through to 150 / 152 will be referred back to the SP. However in some cases BT engineers will have to visit end customers premises for installation or maintenance reasons.
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21. What are an "SPs" options with regard to raising queries, questions or issues ?
Raise an issue through your "IT-WLR" account manager. "IT-WLR" manages an issues register designed to capture, manage and resolve any issues you may have with "IT-WLR" services. Contact "IT-WLR" customer service centre "CMC", for day to day queries regarding order placement and fault handling. If you have any issues that you don't understand we will be more than happy to help.
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22. Is there a charge related to "IT-WLR" OCB ?
Yes there is a charge for OCB to be applied to single line and/or 1st line of an aux group, and also for additional lines of an aux group. The full "IT-WLR" Product Description and Pricing can be found in your booklet when you join.
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23. Pricing & Billing
"IT-WLR" billing varies depending on "SP's" requirements. Pricing is on an up/down scale. If there is commitment this allows "SP's" to automatically recieve discounts on a month by month basis saving them having to ask their Account Managers for better prices. This is called the Reward Program. So the more you sell the cheaper it becomes. Ask your Account Manager for details.
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24. If an "SP" requires an immediate site visit, will they be charged, even if the fault turns out to be the fault of BT ?
If the "SP" requires a visit immediately and a fault report is made outside of our contractual response times to faults under standard, prompt and totalcare. Then they will be charged under the time related charges process, this is subject to engineering availability irrespective of the fault locations. It is the "SP's" responsibility to carry out the 1st line diagnostics to prove the fault in the first instance.
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25. Why does the "IT-WLR" CMC not feed back what is on the Directory Entries even though the "SP" has ticked the like for like box ?
That is how the system has been designed i.e. if an order is Like-for-Like "L4L" then the directory entry is transferred as existing. It would be up to the "SP" to obtain the directory entry information from their customer at the point of sale.
ITGL ran back from .14 to .20 today! I agree with onlookers that the 52 week high is far from $0.20
I tend to believe we need more exposure. I do not believe the REDCHIP visibility program has worked as well as expected. An upcoming conference is about to take place. Possibly things will turn around. The recent update was excellent, but could also be the reason for the recent selloff. I do feel, that the REDCHIP visibility, should have at least based ITGL above the old 52 week high of $0.43, at the minimum.
Why the recent selloff? That is the big question of the week!
52wk Range: $0.13 - $0.43
ITGL Insider trade sheet form
link
http://www.secform4.com/insider-trading/1081856.htm
Telecommunications industry continues it consolidation.
Vodaphone bid for Verizon, another example.
Holding and shaking!
oh yuk tk! sorry, that is bad!
ITGL taking a hard hit today! $0.16
Needs some investor confidence. RedChip visibility not getting the job done.
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IT Group Holdings has been placed in administration.
[chart]www.londonwired.co.uk/images/30927.jpg[/chart]
The Joint Administrators are:
Tenon Recovery
3rd Floor Lyndean House
43-46 Queens Road
Brighton
BN1 3XB
brighton@tenongroup.com
Fax: 01273 724502
See also the notice posted on the IT Group webpages at:
itplc.com or itwlr.com
Presently some severe management troubles! Proceed at your own risk!
ITGL has deleted their website.
FINANCIALS Alert
27-Sep-2007
Non-Reliance on Previous Financials, Audits or Interim Review, Regulation
ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On September 26, 2007, the Company's Board of Directors, after discussion with the Company's independent auditors, concluded that our previously issued (audited) consolidated financial statements for the years ending December 31, 2004, 2005 and 2006, and interim period unaudited statements to and including the unaudited statements for the period ended June 30, 2007, should no longer be relied upon because of errors in such financial statements. The resulting changes will most likely require restatement of our financial statements for such periods and will most likely be material. The determination of the Board was based on a review of the records of the Company's subsidiary, Internet Telecommunications Plc ("ITPLC"), undertaken by the Board of Directors of the Company following removal of Charlie Yiasemis as President, Chief Executive Officer and Chief Financial Officer of the Company on Sept 11, 2007, that revealed improprieties in his operation of our business. These improprieties include misrepresentations as to our business operations and fabricated documents. The Company is continuing to investigate these improprieties to ascertain the full impact on our previously issued financial statements and disclosures.
ITEM 7.01. Regulation FD Disclosure
Following removal of Mr. Yiasemis as the President, Chief Executive Officer and Chief Financial Officer of the Company on September 11, 2007, in addition to the review of the financial records undertaken by the Board of Directors, we have replaced the board of directors of our subsidiary, Internet Telecommunications Plc with two new directors, Guy K. Stewart, Jr. and Shajan K. Ninan. They are supported by an interim chief executive officer to operate our telecommunications business in the U.K. New management is in discussions with creditors, telecommunications carriers and customers to move the business forward. The Board of Directors believes that its efforts will result in stabilization of the Company's financial and operating situation and that the Company will be able continue to operate as a telecommunications services provider in the U.K. markets based on our network access and previously acquired telecommunications switch.
As of May 1, 2007, there were 51,899,814 shares of common stock issued and outstanding that were held of record by approximately 150 shareholders. After this offering, assuming the exercise of all the Warrants, we will have 57,109,814 shares of common stock outstanding.
RedChip Drops Research Coverage On IT Group Holdings
PrimeNewswire - February 06, 2008 5:00 PM ET
RedChip Visibility, a division of RedChip Companies Inc. today announced that it has dropped research coverage on IT Group Holdings Inc. (Pink Sheets:ITGL).
RedChip Companies' "Buy" rating, the initial target price of $1.20 and revised target price of $0.60 are no longer active. For further information on RedChip Companies, our rating system, and our dropping coverage policy, please visit www.redchip.com and review any and all pertinent policies and disclosures.
Resellers:
reported in financials June 30, 2007 .
A company known as Flat Rate Telecom Ltd. (“Flat Rate”).
http://www.flatratetelecom.co.uk/t_and_c.htm
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IT Group Holdings Inc.
201 South Biscayne Boulevard,
28th Floor
Miami, Florida 33131
=====================================
Subsidiary:
Internet Telecommunications Plc
46, Clerkenwell Close, Farringdon,
London, EC1R 0AT, United Kingdom
Tel: +44 (0) 20 7216 9000 |
Fax: +44 (0) 20 7216 9001
Web Site: http://www.itwlr.com
==================================================
Investor Relations:
Strategic Growth International Inc.
http://www.sgi-ir.com/index.htm
150 East 52nd St, 22nd floor
New York, NY 10022
Tel: 212-8381444
Fax: 212-8381511
Investor Relations:
Richard E. Cooper, +1-212-838-1444
RCooper@sgi-ir.com
(newly appointed firm)
INVESTOR RELATIONS
Aurelius Consulting Group, Inc.
Sanford Diday
info@runonideas.com
Ph: 800-644-6297; 407-644-4256
www.runonideas.com
==========================
RedChip Companies
http://www.redchip.com/visibility/home.asp
http://www.redchip.com/visibility/investor.asp?symbol=ITGL
=====================================
Transfer agent:
Atlas Stock Transfer Corporation
5899 South State Street
Salt Lake City, UT 84107
P 801-266-7151
F 801-262-0907
============================
Sector: Services
Employees
We have two officers, our President, Chief Executive Officer and Chief Financial Officer and our Chairman and Secretary. Staffing consists of sales & marketing, network support and software development personnel. We employed 13 (11 full-time) staff including officers at December 31, 2006.
General Overview
We were originally organized in 1998 under the laws of the State of New Hampshire. Effective September 30, 2004, we changed our name from "ARS Networks, Incorporated" to "Green Mountain Capital, Inc." On July 12, 2005, we changed our state of incorporation from New Hampshire to Nevada by merging into Green Mountain Capital, Inc., a Nevada corporation, organized by us for the specific purpose of the change of domicile. On January 12, 2006 we entered into a Share Exchange Agreement to acquire Internet Telecommunications, Plc, a corporation formed under the laws of England and Wales ("ITPLC"). We acquired ITPLC on May 12, 2006 at the closing under the Share Exchange Agreement. We changed our name from Green Mountain Capital, Inc. to IT Group Holdings Inc. effective February 26, 2007.
With our acquisition of ITPLC, a licensed telecommunications carrier/operator in the United Kingdom, we became a telecommunications services provider offering line rental, associated voice minutes and value-added services in the deregulated UK telecommunications market. Prior to our acquisition of ITPLC, we had no business operations or revenues. Our operations are presently centered on the activities of ITPLC. Our principal office in the United Kingdom is located at 46 Clerkenwell Close, London EC1R 0AT, United Kingdom. Our telephone number at this office is (44) 207 216 9000.
Our common stock is traded in the OTC Bulletin Board market under the symbol
ITGL.
Management
Charlie Yiasemis, CEO, CFO, President, Founder --Terminated
http://investorshub.advfn.com/boards/read_msg.asp?message_id=23091214
Dr. Fredrik C. Verkroost, Chairman of the Board
Leadership at the Company is provided by Dr. Fredrik Verkroost as Chairman of the Board of Directors. Dr.
Verkroost has an engineering and commercial management background and is very experienced in the capital
markets, having directed a $690m stock and bond financing for ICO Global Communications as its deputy
CEO. He also supervised the IPO of Alterian Plc., a UK start-up. As head of corporate development, Dr.
Verkroost also supervised over $750 million in acquisitions and disposals for Electrowatt/Landis & Gyr companies
in Switzerland.
Feb 2007
Outstanding Shares: 51.9 M
Float: 25.8 M
Home website
http://www.itplc.com/default.asp
RagingBull ITGL message board.
http://ragingbull.quote.com/mboard/boards.cgi?board=BB:ITGL
The SEC filings for ITGL
http://sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001081856&owner=include&count....
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General posts and other stocks (marked with an O.T.) are welcomed in good taste and with sincerity for the viewing group to benefit.
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