UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-QSB/A
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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For the quarterly period ended |
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Commission File Number 0-19437 |
CELLULAR TECHNICAL SERVICES COMPANY, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
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Delaware |
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11-2962080 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
20 East Sunrise Highway, Suite 200, Valley Stream, New York 11581
(Address of Principal Executive Offices)
Issuer’s telephone number, including area code: (516) 568-0100
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes X No
4,586,758 Common Shares were outstanding as of July 9, 2007
Transitional Small Business Disclosure Format. Yes No X
On August 24, 2007, the Company filed Form 10-QSB/A for the period ended June 30, 2007. This filing provides additional disclosure to such amendment.
The Company has amended its June 30, 2007 Form 10-QSB to restate its Net Loss per share for the three and six months ended June 30, 2007 as presented in the Condensed Consolidated Statements of Operations. This restatement shows an increase in loss per share from $0.00 per share to ($0.01) per share for the three and six months ended June 30, 2007 to reflect the amounts as originally reported in Note D.
In all material respects this Amended Quarterly Report on Form 10-QSB/A is unchanged from the Quarterly Report on Form 10-QSB filed on August 1, 2007.
CELLULAR TECHNICAL SERVICES COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in 000’s, except per share amounts)
Six
Months Ended |
Three
Months Ended |
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June
30, |
June
30, |
|||||||||||||||
2007 |
2006 |
2007 |
2006 |
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| REVENUES | -- |
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| COSTS AND EXPENSES | ||||||||||||||||
| General and administrative | 137 | 74 | 104 | 39 | ||||||||||||
| Total Costs and Expenses | 137 | 74 | 104 | 39 | ||||||||||||
| LOSS FROM OPERATIONS | (137 | ) | (74 | ) | (104 | ) | (39 | ) | ||||||||
| INTEREST INCOME | 86 | 77 | 43 | 42 | ||||||||||||
| INCOME (LOSS) BEFORE TAX | (51 | ) | 3 | (61 | ) | 3 | ||||||||||
| PROVISION FOR INCOME TAX | -- | -- | ||||||||||||||
| NET INCOME (LOSS) | $ |
(51 | ) | $ | 3 | $ | (61 | ) | $ | 3 | ||||||
| BASIC AND DILUTED SHARE | ||||||||||||||||
| DATA: | ||||||||||||||||
| NET INCOME (LOSS) | ||||||||||||||||
| (2007 as restated) | $ |
( 0.01 | ) | $ | 0.00 | $ | (0.01 | ) | $ | 0.00 | ||||||
| WEIGHTED AVERAGE SHARES | ||||||||||||||||
| OUTSTANDING: | ||||||||||||||||
| Basic | 4,587 | 4,587 | 4,587 | 4,587 | ||||||||||||
| Diluted | 4,587 | 4,654 | 4,587 | 4,654 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART II. OTHER INFORMATION
Item 6. Exhibits
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Exhibit 31.1 Rule 13a-14(a) Certification by Chief Financial Officer |
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Exhibit 31.2 Rule 13a-14(a) Certification by Chief Executive Officer |
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Exhibit 32.1 Section 1350 Certification |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CELLULAR TECHNICAL SERVICES COMPANY, INC. | ||
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By: |
/s/Kenneth Block |
| Kenneth Block Secretary and Chief Financial Officer August 29, 2007 |
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Exhibit 31.1
Rule 13a-14(a) Certification
I, Kenneth Block, certify that:
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1. |
I have reviewed this amended quarterly report of Cellular Technical Services Company, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
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4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: |
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
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5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
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By: |
/s/Kenneth Block |
Kenneth
Block
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Exhibit 31.2
Rule 13a-14(a) Certification
I, Stephen Katz, certify that:
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1. |
I have reviewed this amended quarterly report of Cellular Technical Services Company, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
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4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: |
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
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5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
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By: |
/s/Stephen Katz |
Stephen
Katz
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Exhibit 32.1
Section 1350 Certification
In connection with the filing of the Amended Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2007 (the "Report") by Cellular Technical Services Company, Inc. ("Registrant"), each of the undersigned hereby certifies that:
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1. |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
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By: |
/s/Stephen Katz |
Stephen
Katz
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By: |
/s/Kenneth Block |
Kenneth Block
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A signed original of this written statement required by Section 1350 has been provided to Cellular Technical Services Company, Inc. and will be retained by Cellular Technical Services Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.