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Item 5. Market for Registrant’s Common Equity

2004-06-29 compared with 2003-06-30 · 56 added, 94 removed, 34 unchanged (82% of the section changed)

MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET FOR THE

REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF

EQUITY SECURITIES.

(a) MARKET INFORMATION.

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".

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:

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Share prices 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:

Fiscal Year Ended March 31, 2002

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Quarter ended June 30, 2001

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Quarter ended September 30, 2001

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Quarter ended December 31, 2001

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Quarter ended March 31, 2002

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Fiscal Year Ended March 31, 2003

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Quarter ended June 30, 2002

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Quarter ended September 30, 2002

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Quarter ended December 31, 2002

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Quarter ended March 31, 2003

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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.

Fiscal Year Ended March 31, 2004

Quarter ended June 30, 2003

Quarter ended September 30, 2003

Quarter ended December 31, 2003

Quarter ended March 31, 2004

As of March 31, 2004, we had approximately 450 shareholders of record.

We believe that in excess of 15,000

beneficial owners hold shares of our common stock in depository or nominee form.

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.

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

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.

The information required by this Item will be included in our Proxy Statement

for the Annual Meeting of Shareholders to be held in September 2004 under the

caption "Executive Compensation - Summary Information Concerning Stock Option

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, 2004, and is

incorporated herein by reference.

RECENT SALES OF UNREGISTERED SECURITIES.

During the Quarter ended March 31, 2003

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.

During the quarter ended March 31, 2004 we issued securities which were not registered under the Securities Act of 1933, as amended, as follows:

In connection with a private placement of $1,028,750 that occurred in January of 2004, we issued 1,959,523 common shares at $0.525 per share and 489,881 share purchase warrants.

Each warrant entitles the holder to purchase an additional share of common stock at a price of $0.8625 per share for a period of five years.

In connection with the private placement, we also paid a placement fee, a

portion of which was paid by the issuance of 64,350 shares of common stock and

40,476 share purchase warrants.

In addition, during the quarter ended March 31, 2004, we issued a total of 16,250 shares to various suppliers of services.

With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended.

The investors were sophisticated and 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

The following selected consolidated financial data should be read in conjunction with Item 7 "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.

The selected consolidated statements of operations data for the years ended

March 31, 2000, 2001, 2002, 2003 and 2004 are derived from our audited

consolidated financial statements.

Year Ended March 31,

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2003 2002 2001 2000* 1999*

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(UNAUDITED) (UNAUDITED)

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 -- --

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

Cost of Sales:

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 -- --

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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

Operating expenses from continuing operations:

Cost of revenues

Operating expenses:

Research and development

7 unchanged sentences

Net loss from continuing operations

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 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 income (loss) from discontinued operations

Gain from disposal of discontinued operations

$ (18,444,478)

$ (11,293,381)

Net loss per common share from continuing operations

Net loss per common share from discontinued operations

Net loss per common share

1 unchanged sentence

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

Cash and cash equivalents (including restricted cash)

Working capital

Total assets 4,648,556 10,337,063 21,769,961 16,597,406 4,057,067

Long-term liabilities

1 unchanged sentence

Common shareholders' equity

* 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.

* Fiscal year 2000 selected financial data is presented in this table as originally filed by Semotus with the SEC.

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