U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 or [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ______________ Commission File No: 000-23712 ASCONI CORPORATION (Exact name of Small Business Issuer as Specified in Its Charter) Nevada 91-1395124 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 160 International Parkway, Suite 280 Heathrow, Florida 32746 (407) 833-8000 (Address of Principal Executive Offices) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of May 20, 2002 ----- ------------------------------ Common Stock, $.001 par value 14,586,689 Transitional Small Business Disclosure Format (check one): [_]Yes [X] No EXPLANATORY NOTE ---------------- This Amendment No. 1 (this "Amendment") to the Quarterly Report on Form 10-QSB filed on May 14, 2002 (File No. 333-23712) of Asconi Corporation (the "Form 10-QSB") is being filed for the purpose of amending and correcting the condensed consolidated statements of income for the three months ended March 31, 2002 and 2001 (unaudited) (the "Statements of Income"). The phrase "COMPREHENSIVE LOSS" on line 15 of the Statements of Income has been revised to read "COMPREHENSIVE INCOME." The Statements of Income as amended and modified is attached to this Amendment. This Amendment amends and modifies only that portion of the Form 10-QSB stated above. All other statements and provisions in the Form 10-QSB remain unchanged. INDEX ----- PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements Condensed Consolidated Statements of Income - For the Three Months Ended March 31, 2002 and 2001 ........................... 1 SIGNATURES ........................................................................... 2 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ASCONI CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNITED STATES DOLLARS) (Unaudited) For three Months Ended ------------------------------- MARCH 31, MARCH 31, 2002 2001 ------------- ------------- SALES $ 2,627,635 $ 1,780,549 COST OF SALES 1,748,311 1,165,128 ------------- ------------- GROSS PROFIT 879,324 615,421 EXPENSES Minority interest expense 95,779 - Depreciation 69,086 76,990 Selling and Administration expenses 321,247 239,523 Interest expense 66,103 46,702 ------------- ------------- TOTAL EXPENSES 552,215 363,215 ------------- ------------- INCOME BEFORE TAX PROVISION 327,108 252,206 PROVISION FOR INCOME TAXES 81,777 71,000 ------------- ------------- NET INCOME 245,331 181,206 OTHER COMPREHENSIVE LOSS FOREIGN CURRENCY TRANSLATION 103,546 - ------------- -------------- COMPREHENSIVE INCOME $ 141,785 $ 181,206 ============= ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED 14,586,689 12,986,689 (1) ============= ============= BASIC NET PER SHARE (BASIC AND DILUTED) $ 0.01 $ 0.01 ============= ============= (1) Number of shares outstanding the day of merger for comparison only The accompanying notes are an integral part of these consolidated financial statements 3 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. ASCONI CORPORATION Date: May 22, 2002 /s/ Constantin Jitaru ------------------------------------------- Constantin Jitaru, President and Chief Executive Officer Date: May 22, 2002 /s/ Anatolie Sirbu ------------------------------------------- Anatolie Sirbu, Chief Financial Officer 4