What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2003-06-30 compared with 2002-07-01 · 102 added, 94 removed, 26 unchanged (88% of the section changed)

1 unchanged sentence

(a) MARKET INFORMATION.

On December 29, 1999, trading in our common stock

moved to the American Stock Exchange ("AMEX"), under the symbol "DLK" from the

OTC Bulletin Board.

On August 14, 2000 trading in our common stock moved to the

Nasdaq National Market ("Nasdaq"), under the symbol "XLNK" from the AMEX.

December 18, 2000, trading in our common stock moved back to the AMEX under the

symbol "DLK" from the Nasdaq.

Our common stock first began trading on the OTC Bulletin

Board on May 9, 1997.

On December 29, 1999, trading in our common stock moved to

the American Stock Exchange ("AMEX"), under the symbol "DLK".

On August 14, 2000

trading in our common stock moved to the Nasdaq National Market ("Nasdaq"),

under the symbol "XLNK".

On December 18, 2000, trading in our common stock moved

back to the AMEX under the symbol "DLK".

A 2 for 1 forward stock split became effective on April 27, 2000.

have been adjusted to reflect this split.

The following table sets forth the high and low closing sales prices of our

common stock as reported by the AMEX for the periods indicated:

High Close Low Close

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Quarter ended

June 30, 2000 $27.98 $ 8.12

September 30, 2000

(through August 11, 2000) $22.50 $13.31

The following table sets forth the high and low closing sales prices of our

common stock as reported by the Nasdaq for the periods indicated:

High Close Low Close

------------------------------------------- -------------- --------------

August 14 to September 30, 2000 $17.13 $10.03

December 31, 2000

(through December 15, 2000) $10.00 $ 3.44

The following table sets forth the high and low closing sales prices of our

common stock as reported by the AMEX for the periods indicated:

High Close Low Close

FISCAL YEAR ENDED MARCH 31, 2002

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December 18 to December 31, 2000 $ 4.63 $ 2.00

Quarter ended

March 31, 2001 $ 5.69 $ 1.87

Quarter ended

June 30, 2001 $ 3.15 $ 1.46

Quarter ended

September 30, 2001 $ 1.75 $ 0.66

Quarter ended

December 31, 2001 $ 1.05 $ 0.53

Quarter ended

March 31, 2002 $ 0.94 $ 0.60

A 2 for 1 forward stock split became effective on April 27, 2000.

have been adjusted to reflect this split.

As of March 31, 2002 the Company had 411 shareholders of

The Company believes that in excess of 15,000 beneficial owners hold

shares of the Company's common stock in depository or nominee form.

Quarter ended June 30, 2001 $ 3.15 $ 1.46

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Quarter ended September 30, 2001 $ 1.75 $ 0.66

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Quarter ended December 31, 2001 $ 1.05 $ 0.53

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Quarter ended March 31, 2002 $ 0.94 $ 0.60

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FISCAL YEAR ENDED MARCH 31, 2003

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Quarter ended June 30, 2002 $ 0.70 $ 0.25

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Quarter ended September 30, 2002 $ 0.39 $ 0.14

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Quarter ended December 31, 2002 $ 0.27 $ 0.10

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Quarter ended March 31, 2003 $ 0.20 $ 0.11

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As of March 31, 2003 we had approximately 450 shareholders of

We believe that in excess of 15,000 beneficial owners hold shares of the

Company's common stock in depository or nominee form.

The Company has never paid a cash dividend on its common

stock and does not expect to pay a cash dividend in the foreseeable future.

(d) RECENT SALES OF UNREGISTERED SECURITIES.

We have never declared or paid any cash dividends on our common

We currently intend to retain earnings, if any, to support the

development and growth of our business and we do not anticipate paying any cash

dividends in the foreseeable future.

(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

information required by this Item will be included in the Company's Proxy

Statement for the Annual Meeting of Shareholders to be held in September 2003

under the caption "Executive Compensation - Summary Information Concerning Stock

Option Plans," which will be filed with the Securities and Exchange Commission

no later than 120 days after the close of the fiscal year ended March 31, 2003,

and is incorporation by reference.

RECENT SALES OF UNREGISTERED SECURITIES.

During the Quarter ended March 31, 2003

31, 2002 the Company issued securities which were not registered under the

Securities Act of 1933, as amended as follows:

The Company issued a total of

57,307 shares of its common stock to suppliers of services to the Company.

respect to these transactions, the Company relied on Section 4(2) of the

Securities Act of 1933, as amended.

The investors were given complete

information concerning the Company.

The appropriate restrictive legend was

placed on the certificates and stop transfer instructions were issued to the

the Company issued securities which were not registered under the Securities Act

of 1933, as amended as follows:

On January 24, 2003, the Company issued a total

of 1,153,846 shares of its common stock to Brown Simpson Partners, I Ltd.

from Brown Simpson's exercise of 1,153,846 warrants at $0.01 per share for a

total of $11,538.46.

With respect to these transactions, the Company relied on

Section 4(2) of the Securities Act of 1933, as amended.

The investors were given

complete information concerning the Company.

The appropriate restrictive legend

was placed on the certificates and stop transfer instructions were issued to the

transfer agent.

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction

with "Management's Discussion and Analysis of Financial Condition and Results of

Operations," our consolidated financial statements and notes thereto and other

financial information included elsewhere in this report.

consolidated statements of operations data for the years ended March 31, 1999,

2000, 2001, 2002 and 2003 are derived from our audited consolidated financial

YEAR ENDED MARCH 31,

1 unchanged sentence

2003 2002 2001 2000* 1999*

Consolidated Statement

of Operations Data:

------------ ------------ ------------ ------------ ------------

(UNAUDITED) (UNAUDITED)

Wireless $1,305,347 $1,731,948 $1,459,920 $ 2,128,438 $ 962,461

Enterprise 2,630,369 3,193,433 6,151,238 17,881,844 14,595,490

Professional Service 559,955 622,582 -- -- --

Logistics 1,611,424 -- -- -- --

CONSOLIDATED STATEMENT OF OPERATIONS DATA:

Wireless services $ 1,293,801 $ 1,305,347 $ 1,731,948 $ 1,459,920 $ 2,128,438

Enterprise and commerce sales 1,005,060 1,114,481 -- -- --

Professional and related services 45,390 111,590 178,246 -- --

------------ ------------ ------------ ------------ ------------

Total 6,107,095 5,547,963 7,611,158 20,010,282 15,557,951

Total revenue 2,344,251 2,531,418 1,910,194 1,459,920 2,128,438

Cost of Sales:

Wireless 520,834 985,305 775,324 822,636 530,545

Enterprise 2,088,881 2,829,642 3,961,668 15,083,446 12,873,362

Professional Service 277,073 281,138 -- -- --

Logistics 808,644 -- -- -- --

Wireless services 347,312 511,837 985,305 805,099 822,636

Enterprise and commerce sales 576,959 654,885 -- -- --

Professional and related services 4,972 28,556 49,298 -- --

------------ ------------ ------------ ------------ ------------

Total 3,695,432 4,096,085 4,736,992 15,906,082 13,403,907

Total cost of sales 929,243 1,195,278 1,034,603 805,099 822,636

Gross Profit 1,415,008 1,336,140 875,591 654,821 1,305,802

Development 1,475,063 1,228,139 600,957 798,549 755,080

Operating expenses from continuing operations:

Research and development 719,965 1,010,720 1,187,348 600,957 798,549

Sales and marketing 1,027,366 1,849,582 4,098,228 1,608,056 2,937,140

Administrative 4,902,982 5,330,211 4,291,085 4,995,755 4,322,784

General and administrative 2,238,825 3,203,131 4,218,224 3,428,314 2,816,655

Impairment of goodwill -- 3,617,283 -- -- --

Impairment of intangible

assets 3,541,017 -- -- -- --

Depreciation and

amortization 3,975,001 2,010,395 264,427 235,486 149,269

Stock, option and

Warrant expense 496,181 601,932 1,060,487 -- --

Operating loss (19,033,767) (12,349,154) (5,192,387) (4,801,184) (4,572,076)

Impairment of intangible assets -- 3,420,000 -- -- --

Depreciation and amortization 1,313,596 3,080,063 1,786,514 -- 205,305

Stock, option and warrant expense 52,455 496,181 601,932 -- --

Operating loss from continuing operations (3,937,199) (15,340,820) (11,016,655) (4,982,507) (5,451,847)

Net loss from continuing operations (2,761,842) (14,781,925) (9,913,215) (4,246,949) (4,430,164)

Net loss from discontinued operations (799,090) (3,662,553) (1,380,166) -- --

Gain from disposal of discontinued

operations 128,582 -- -- -- --

Net loss $ (3,432,350) $(18,444,478) $(11,293,381) $ (4,246,949) $ (4,430,164)

Net loss per share

basic and diluted $ (1.09) $ (0.74) $ (0.61) $ (1.51) $ (1.49)

Weighted average

shares 16,975,660 15,199,895 7,763,715 2,643,687 2,508,622

Consolidated balance

Cash and cash

equivalents (including

Net loss per common share from

continuing operations $ (0.15) $ (0.87) $ (0.65) $ (0.59) $ (1.06)

Net loss per common share from

discontinued operations $ (0.04) $ (0.22) $ (0.09) -- --

Net loss per common share $ (0.19) $ (1.09) $ (0.74) $ (0.59) $ (1.06)

Weighted average shares 18,039,262 16,975,660 15,199,895 7,213,715 4,187,374

CONSOLIDATED BALANCE SHEET DATA:

Cash and cash equivalents (including

restricted cash) $ 1,976,062 $ 4,751,094 7,330,749 $ 15,673,264 $ 3,169,443

2 unchanged sentences

Long-term liabilities 336,405 821,475 898,617 1,362,590 1,778,049

Preferred shareholders'

equity 5,682,456 5,682,456 9,315,501 -- --

Common shareholders'

equity 294,481 13,182,551 5,804,468 3,484,261 2,327,433

* Information related to FiveStar Advantage, Inc.

for the years 1999 and 1998 is

FiveStar was acquired under the pooling method of accounting in

December 2000.

As such, Semotus restated its financial statements in the years

2000, 2001 and 2002, which are audited and included the Financial Statement

Section of this 10K.

In connection with the preparation of the Selected

Financial Data above, Semotus has restated its 1998 and 1999 financial data on

an unaudited basis.

Management has determined that the time and cost of auditing

the restated 1998 and 1999 financial data is unduly onerous.

Preferred shareholders' equity -- 5,682,456 5,682,456 9,315,501 --

Common shareholders' equity 3,309,727 294,481 13,182,551 5,804,468 2,427,999

* Fiscal years 2000 and 1999 selected financial data is presented in this table

as originally filed by Semotus with the SEC in the Form 10K.

The data are not

restated to take into consideration the acquisition of Five Star on December 28,

2000 under the pooling method of accounting, which, because of the

discontinuance of the operations of Five Star, would have appeared only in the

net loss or gain from discontinued operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity