Prepared by R.R. Donnelley Financial -- FROM 10QSB
Table of Contents
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 10-QSB
 
x
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 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
(State or Other Jurisdiction of
Incorporation or Organization)
  
91-1395124
(I.R.S. Employer
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 August 12, 2002
Common Stock, $.001 par value
  
14,586,689
 
Transitional Small Business Disclosure Format (check one):    ¨  Yes  x  No
 

Table of Contents
ASCONI CORPORATION
 
INDEX
 
         
Page No.
PART I.    FINANCIAL INFORMATION
     
Item 1.
   
Financial Statements
     
       
2
       
3
       
4
       
5
Item 2.
      
6-7
PART II.    OTHER INFORMATION
     
Item 1.
      
8
Item 2.
      
8
Item 3.
      
8
Item 4.
      
8
Item 5.
      
9
Item 6.
      
9
  
10

Table of Contents
 
Cautionary Note Regarding Forward-Looking Statements
 
This quarterly report contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this quarterly report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events.
 
The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “ plan,” “foresee,” “likely,” “will” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements.
 
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. You should review carefully all information, including the financial statements and the notes to the financial statements included in this quarterly report. The following important factors could affect future results, causing the results to differ materially from those expressed in the forward-looking statements in this quarterly report.
 
 
•
 
the timing, impact and other uncertainties related to pending and future acquisitions by us;
 
 
•
 
the impact of new technologies;
 
 
•
 
changes in laws or rules or regulations of governmental agencies; and
 
 
•
 
currency exchange rate fluctuations.
 
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements in this quarterly report. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this quarterly report are made only as of the date of this quarterly report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. Investors are advised to consult any further disclosures by us on the subject in our filings with the Securities and Exchange Commission, especially on Forms 10-KSB, 10-QSB and 8-K (if any), in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risk, and certainties or potentially inaccurate assumptions. We cannot assure you that projected results will be achieved.

1

Table of Contents
 
PART I.    FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS
 
ASCONI CORPORATION
 
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2002 (Unaudited) and December 31, 2001
(United States Dollars)
 
    
June 30,
2002
     
December 31,
2001
  
ASSETS
                  
CURRENT ASSETS
                  
Cash and bank balances
   
$
89,869
 
   
$
15,244
 
Trade receivables
   
 
1,647,434
 
   
 
2,128,975
 
Inventories
   
 
3,593,483
 
   
 
2,762,943
 
Advance payments
   
 
903,727
 
   
 
694,843
 
Other
   
 
689,758
 
   
 
602,148
 
    
  
TOTAL CURRENT ASSETS
   
 
6,924,271
 
   
 
6,204,153
 
FIXED ASSETS
   
 
4,086,114
 
   
 
2,547,614
 
INVESTMENT
   
 
—  
 
   
 
689,988
 
GOODWILL
   
 
327,874
 
   
 
—  
 
OTHER
   
 
100,025
 
   
 
79,196
 
    
  
TOTAL ASSETS
   
$
11,438,284
 
   
$
9,520,951
 
    
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
                  
CURRENT LIABILITIES
                  
Accounts payable
   
$
2,371,048
 
   
$
2,509,355
 
Short-term debt
   
 
2,064,760
 
   
 
1,004,716
 
Taxes payable
   
 
258,293
 
   
 
314,565
 
Accrued and other liabilities
   
 
504,165
 
   
 
395,248
 
    
  
TOTAL CURRENT LIABILITIES
   
 
5,198,266
 
   
 
4,223,884
 
    
  
LONG-TERM LIABILITIES
                  
LONG-TERM DEBT
   
 
1,175,291
 
   
 
1,720,579
 
DEFERRED TAXES
   
 
275,497
 
   
 
198,560
 
MINORITY INTEREST
   
 
1,430,628
 
   
 
184,181
 
SHAREHOLDERS’ EQUITY
                  
Common stock $.001 par value 100,000,000 authorized and 14,586,689 issued
   
 
14,587
 
   
 
14,587
 
Paid in capital
   
 
5,508,627
 
   
 
5,508,627
 
Retained earnings (deficit)
   
 
(1,741,072
)
   
 
(2,072,651
)
Accumulated other comprehensive loss
   
 
(423,540
)
   
 
(256,816
)
    
  
Total Shareholders’ Equity
   
 
3,358,602
 
   
 
3,193,747
 
    
  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   
$
11,438,284
 
   
$
9,520,951
 
    
  
 
The accompanying notes are an integral part of these consolidated financial statements.

2

Table of Contents
 
ASCONI CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 2002 and 2001
(United States Dollars)
(Unaudited)
 
    
For Quarter Ended
     
For Six Months Ended
  
    
June 30,
2002
     
June 30,
2001
     
June 30,
2002
     
June 30,
2001
  
SALES
   
$
2,921,133
 
   
$
2,933,293
 
   
$
5,548,768
 
   
$
4,713,842
 
COST OF SALES
   
 
2,049,193
 
   
 
1,556,670
 
   
 
3,797,504
 
   
 
2,721,798
 
    
  
  
  
GROSS PROFIT
   
 
871,940
 
   
$
1,376,623
 
   
 
1,751,264
 
   
 
1,992,044
 
EXPENSES
                                    
Consulting
   
 
—  
 
   
$
4,000,000
 
   
 
—  
 
   
$
4,000,000
 
Merger Costs
   
 
—  
 
   
$
504,177
 
   
 
—  
 
   
$
504,177
 
Minority interest expense
   
 
129,694
 
   
 
—  
 
   
 
225,473
 
   
 
—  
 
Depreciation
   
 
69,086
 
   
 
95,945
 
   
 
138,172
 
   
 
172,935
 
Selling and Administration expenses
   
 
391,517
 
   
 
652,904
 
   
 
712,764
 
   
 
892,975
 
Interest expense
   
 
167,173
 
   
 
55,096
 
   
 
233,276
 
   
 
101,798
 
    
  
  
  
TOTAL EXPENSES
   
 
757,470
 
   
 
5,308,122
 
   
 
1,309,685
 
   
 
5,671,885
 
    
  
  
  
INCOME BEFORE TAX PROVISION
   
 
114,470
 
   
 
(3,931,499
)
   
 
441,579
 
   
 
(3,679,841
)
PROVISION FOR INCOME TAXES
   
 
28,223
 
   
 
155,564
 
   
 
110,000
 
   
 
226,564
 
    
  
  
  
NET INCOME (LOSS)
   
 
86,247
 
   
 
(4,087,063
)
   
 
331,579
 
   
 
(3,906,405
)
OTHER COMPREHENSIVE INCOME (LOSS)
                                    
FOREIGN CURRENCY TRANSLATION
   
 
(63,178
)
   
 
—  
 
   
 
(166,724
)
   
 
—  
 
    
  
  
  
COMPREHENSIVE INCOME (LOSS)
   
$
23,069
 
   
$
(4,087,063
)
   
$
164,855
 
   
$
(3,906,405
)
    
  
  
  
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                    
BASIC AND DILUTED
   
 
14,586,689
 
   
 
14,217,459
 
   
 
14,586,689
 
   
 
13,605,474
 
    
  
  
  
BASIC NET PER SHARE (BASIC AND DILUTED)
   
$
—  
 
   
$
(0.29
)
   
$
0.01
 
   
$
(0.29
)
    
  
  
  
 
The accompanying notes are an integral part of these consolidated financial statements.

3

Table of Contents
 
ASCONI CORPORATION
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
For the Six Months Ended June 30, 2002 and 2001
(United States Dollars)
(Unaudited)
 
    
June 30,
  
    
2002
     
2001
  
CASH FLOWS FROM OPERATING ACTIVITIES
                  
Comprehensive income
   
$
164,855
 
   
$
(3,906,405
)
Adjustments to reconcile net income to net cash provided by operating activities:
                  
Depreciation
   
 
138,172
 
   
 
172,935
 
Deferred income taxes
   
 
76,937
 
   
 
(4,721
)
Issuance of common stock for services
   
 
—  
 
   
 
4,000,000
 
Issuance of common stock for merger
   
 
—  
 
   
 
366,540
 
Minority interest expense
   
 
225,473
 
   
 
—  
 
Effect of exchange rate changes on cash
   
 
90,162
 
   
 
—  
 
(Increase) decrease in assets:
                  
Trade receivables
   
 
924,442
 
   
 
(1,842,526
)
Advance payments
   
 
(208,884
)
   
 
—  
 
Inventories
   
 
1,015,528
 
   
 
594,647
 
Other
   
 
(87,610
)
   
 
(144,825
)
Increase (decrease) in liabilities
                  
Accounts payable
   
 
(300,640
)
   
 
(187,777
)
Taxes payable
   
 
(56,272
)
   
 
(110,593
)
Accrued liabilities
   
 
(12,292
)
   
 
149,073
 
    
  
Net cash provided (used) by operating activities
   
 
1,969,871
 
   
 
(913,652
)
    
  
CASH FLOWS FROM INVESTING ACTIVITIES
                  
Purchase of fixed assets
   
 
(57,758
)
   
 
(135,822
)
Investment
   
 
(703,707
)
   
 
—  
 
Other
   
 
(20,828
)
   
 
(7,847
)
    
  
Cash used for investing activities
   
 
(782,293
)
   
 
(143,669
)
    
  
CASH FLOWS FROM FINANCING ACTIVITIES
                  
Short-term borrowings (net)
   
 
51,710
 
   
 
1,439,000
 
Decrease in long-term debt (net)
   
 
(1,192,741
)
   
 
(422,550
)
    
  
Cash provided by financing activities
   
 
(1,141,031
)
   
 
1,016,450
 
    
  
NET INCREASE (DECREASE) IN CASH AND BANK BALANCES
   
 
46,547
 
   
 
(40,871
)
Cash and bank balances, at beginning of period
   
 
15,244
 
   
 
43,142
 
Cash purchased
   
 
28,078
 
   
 
—  
 
    
  
Cash and bank balances, at end of period
   
$
89,869
 
   
$
2,271
 
    
  
 
The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents
ASCONI CORPORATION
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
NOTE 1—BASIS OF PRESENTATION
 
The condensed consolidated financial statements have been prepared by Asconi Corporation (formerly Grand Slam Treasures, Inc.) (the “Company”) without audit and include: the Company; Asconi Holding Company Limited, its wholly-owned subsidiary; and Asconi S.R.L., its wholly-owned subsidiary. Asconi S.R.L. acquired controlling interest (70%) of SA Fabria de vin uri din Puhoi and (74%) of SA Orhei-vin during October and December, 2000, which were recorded as a purchase. Asconi S.R.L. acquired controlling interest (51%) of Vitis Hincesti S.A. as of June 12, 2002, which was recorded as a purchase. The condensed consolidated financial statements also include the accounts of these three majority owned subsidiaries. The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America.
 
The condensed consolidated financial statements do not include any operations of Grand Slam Treasures, Inc. The condensed consolidated balance sheets, the condensed consolidated statements of income, and the condensed consolidated statements of cash flow include, in the opinion of management, all the adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of these periods and the financial condition as of that date. Historical interim results are not necessarily indicative of results that may be expected for any future period.
 
NOTE 2—TAXES
 
Income taxes are provided on foreign operations in accordance with taxation principles currently effective in the Republic of Moldova.
 
NOTE 3—CASH FLOW ADDITIONAL INFORMATION
 
The Company acquired controlling interest of Vitis Hincesti S.A. The following amount represents the non-cash portion of the transaction:
 
          
Accounts receivalbe
   
$
442,901
 
Inventory
   
 
1,846,068
 
Fixed Assets
   
 
1,709,076
 
Goodwill
   
 
327,875
 
Accounts payable
   
 
(162,333
)
Short-term debt
   
 
(1,008,334
)
Accrued expenses
   
 
(121,209
)
Long-term debt
   
 
(647,453
)
Minority Interest Liability
   
 
(1,020,974
)
    
    
$
1,365,617
 
    

5

Table of Contents
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
Results Of Operation
 
The following is derived from, and should be read in conjunction with, our unaudited condensed consolidated financial statements, and related notes, as of and for the three and six months ended June 30, 2002 and 2001.
 
Three Months Ended June 30, 2002 As Compared To Three Months Ended June 30, 2001
 
Revenues.    Revenues were flat decreasing by $12,160 or .41% to $2,921,133 for the three months ended June 30, 2002 from $2,933,293 for the three months ended June 30, 2001. This decrease was primarily due to the fact that the activity during the three months ended June 30, 2001 was higher than usual because of certain changes in Russian legislation, which took effect on July 1, 2001.
 
Cost of sales.    Cost of sales increased by $492,523 or 31% to $2,049,193 for the three months ended June 30, 2002 from $1,566,670 for the three months ended June 30, 2001. This increase was primarily due to increased production price costs.
 
Consulting and merger costs.    Consulting and merger costs decreased by $4,000,000 and $504,177 respectively to zero for the three months ended June 30, 2002 from $4,000,000 and $504,177 respectively for the three months ended June 30, 2001. This decrease was due to the non-recurring nature of consulting and merger costs incurred during the three months ended June 30, 2001.
 
Selling and Administrative.    Selling and administrative expenses decreased by $261,387 or 40% to $391,517 for the three months ended June 30, 2002 from $652,904 for the three months ended June 30, 2001. This decrease was primarily due to decreased professional fees as well as operational efficiencies due to the integration of processes between subsidiaries.
 
Income from Operations.    As a result of the foregoing, our income excluding interest expense other than minority interest expense and before income taxes increased by $4,158,046 to $281,643 for the three months ended June 30, 2002 from a loss of $3,876,403 for the three months ended June 30, 2001. This increase was primarily due to the non-recurring nature of consulting and merger costs incurred during the three months ended June 30, 2001.
 
Interest Expense.    Interest expenses increased by $112,077 or 203% to $167,173 for the three months ended June 30, 2002 from $55,096 for the three months ended June 30, 2001. This increase was primarily due to increased borrowings and interest expense related to our acquisition of a controlling interest in Vitis Hincesti S.A.
 
Income Taxes.    Income taxes decreased by $127,341 or 82% to $28,223 for the three months ended June 30, 2002 from $155,564 for the three months ended June 30, 2001. This decrease was primarily due to a decrease in our operating income before taxes related to our subsidiaries.
 
Net Income.    Our net income increased by $4,173,310 to $86,247 for the three months ended June 30, 2002 from a net loss of $4,087,063 for the three months ended June 30, 2001. This increase was primarily due to the non-recurring nature of consulting and merger costs incurred during the three months ended June 30, 2001.
 
Six Months Ended June 30, 2002 As Compared To Six Months Ended June 30, 2001
 
Revenues.    Revenues increased by $834,926 or 18% to $5,548,768 for the six months ended June 30, 2002 from $4,713,842 for the six months ended June 30, 2001. This increase was primarily due to increased production and sales resulting from acquisitions in 2000 through 2002.

6

Table of Contents
Cost of sales.    Cost of sales increased by $1,075,706 or 40% to $3,797,504 for the six months ended June 30, 2002 from $2,721,798 for the six months ended June 30, 2001. This increase was primarily due to increased production price and volume costs.
 
Consulting and merger costs.    Consulting and merger costs decreased by $4,000,000 and $504,177 respectively to zero for the six months ended June 30, 2002 from $4,000,000 and $504,177 respectively for the six months ended June 30, 2001. This decrease was due to the non-recurring nature of consulting and merger costs incurred during the six months ended June 30, 2001.
 
Selling and Administrative.    Selling and administrative expenses decreased by $180,211 or 20% to $712,764 for the six months ended June 30, 2002 from $892,975 for the six months ended June 30, 2001. This decrease was primarily due to decreased professional fees as well as operational efficiencies due to the integration of processes between subsidiaries.
 
Income from Operations.    As a result of the foregoing, our income excluding interest expense other than minority interest expense and before income taxes increased by $4,252,898 to $674,855 for the six months ended June 30, 2002 from a loss of $3,577,496 for the six months ended June 30, 2001. This increase was primarily due to the non-recurring nature of consulting and merger costs incurred during the six months ended June 30, 2001.
 
Interest Expense.    Interest expenses increased by $131,478 or 129% to $233,276 for the six months ended June 30, 2002 from $101,798 for the six months ended June 30, 2001. This increase was primarily due to increased borrowings and interest expense related to our acquisition of a controlling interest in Vitis Hincesti S.A.
 
Income Taxes.    Income taxes decreased by $116,564 or 51% to $110,000 for the six months ended June 30, 2002 from $226,564 for the six months ended June 30, 2001. This decrease was primarily due to a decrease in our operating income before taxes related to our subsidiaries.
 
Net Income.    Our net income increased by $4,237,984 to $331,579 for the six months ended June 30, 2002 from a net loss of $3,906,405 for the six months ended June 30, 2001. This increase was primarily due to the non-recurring nature of consulting and merger costs incurred during the six months ended June 30, 2001.
 
Liquidity and Capital Resources.
 
For the past few months, we have funded capital requirements through operations. As of June 30, 2002, we had a cash balance of $89,868 and a working capital surplus of $1,726,004. This compares with a cash balance of $15,244 and a working capital surplus of $1,980,269 at December 31, 2001.
 
Net cash provided in operating activities increased by $2,883,523 to $1,969,871 for the six months ended June 30, 2001 from $(913,652) for the six months ended June 30, 2001. This increase in cash provided by operations resulted primarily from a decrease in trade receivables of $924,442 and a decrease in inventories of $1,015,528.
 
Cash flows used in investing activities for the six months ended June 30, 2002 increased by $638,624 or 444% as the current period used $782,293 for investing activities as opposed to $143,669 used for investing activities for the six months ended June 30, 2001. This change was due primarily to the additional investment in the acquisition of Vitis Hincesti S.A. in the amount of $703,707.

7

Table of Contents
PART II—OTHER INFORMATION
 
 
ITEM 1.    LEGAL PROCEEDINGS
 
Other than as set forth below, we are not a party to any pending legal proceedings or are aware of any pending legal proceedings against us that, individually or in the aggregate, would have a material adverse affect on our business, results of operations or financial condition.
 
We filed a complaint on July 17, 2001, in the Circuit Court of the Ninth Judicial circuit in and for Orange County, Florida, against Vadim Enikeev, an individual; Serguei Melnick, an individual; La-Sal Capital, Inc., a Florida corporation; Icara, Inc. a Florida corporation, Stoneside Development Limited, a personal services corporation, Goldberg Law Group, PA., a Florida corporation; Glenn E. Goldberg, an individual; Alan S. Lipstein, an individual; George Carapella, an individual; Thomas L. Tedrow, an individual; Larry Eastland, an individual; Robert Klosterman, an individual; and John Does and Jane Does, fictitious parties, the true parties intended to be those individuals or entities liable to plaintiff.
 
The amended complaint seeks damages for breach of contract (defendants Enikeev, La-Sal, Icara, Goldberg Law Group, Stoneside); rescission (defendants La-Sal, Icara, Goldberg Law Group, Stoneside); breach of fiduciary duty (defendants Enikeev, Melnick, Goldberg Law Group, Goldberg, Eastland and Klosterman); aiding and abetting breach of fiduciary duty (defendants Stoneside, La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow); declaratory relief (defendants Klosterman and Eastland); civil conspiracy (defendants Enikeev, Melnick, Goldberg, Goldberg Law Group, La-Sal, Icara, Stoneside, Lipstein, Carapella, Tedrow, Eastland and Klosterman); violation of Florida Securities Investors Protection Act (defendants La-Sal, Goldberg Law Group, Stoneside and Icara); fraudulent inducement (defendants Stoneside, La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow).
 
We allege that defendants Melnick and Enikeev abused limited authority given to them to act as corporate promoters and entered into a civil conspiracy with the remaining defendants to issue corporate stock without our approval for their individual and collective profit. We further allege that many of the defendants entered into, or facilitated entry into, unapproved “consulting agreements” as a vehicle to justify issuance of the stock, and that the “consultants” provided little or no services to Asconi but received stock valued at as much as $11,200,000. The complaint seeks monetary damages, rescission and return of the stock still possessed by any of the defendants, and other relief.
 
Defendant Enikeev has been defaulted and we obtained an entry of final judgment against him on July 8, 2002, in the amount of $12.8 million. The remaining defendants have in some instances answered the amended complaint while also filing motions to dismiss, or have moved to dismiss only. Defendants Klosterman and Eastland have filed “General Denials” but have raised no defenses. No counterclaims have been filed against us at this time.
 
ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS
 
(a)  None.
 
(b)  None.
 
(c)  None.
 
(d)  None.
 
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.

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Table of Contents
 
ITEM 5.    OTHER INFORMATION
 
None.
 
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
 
(a)  Exhibits
 
Exhibit
   
Description of Exhibit
    3.1
   
Restated Articles of Incorporation.(1)
      
    3.2
   
Amended and Restated Bylaws.(1)
      
  10.1
   
Contract for Brokerage Services No. 051 by and between Asconi S.R.L. and C.B. Agroindbank S.A., dated December 13, 2001.(2)
      
  10.2
   
Agreement of Termless Share Management (Irrevocable Trust) by and between Asconi S.R.L. and Talmaci Irina, dated June 12, 2002.(2)
      
  10.3
   
Contract No. 09/01 on goods delivery by and between Asconi S.R.L. and Torgovii Dom Moldova Ltd., dated September 3, 2001.(3)
      
  10.4
   
Contract No. 1/1 for sale and purchase by and between Asconi S.R.L. and Beijing Machinery Imp and Exp Corp., Ltd. dated March 1, 2002.(3)
      
  10.5
   
Contract for sale and purchase by and between Asconi S.R.L. and Beijing Machinery Imp and Exp Corp., Ltd., dated April 3, 2002.(3)
      
  99.1
   
Certification by Constantin Jitaru, Chief Executive Officer, and Anatolie Sirbu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3)
(1)
 
Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 20, 2001, file no. 0-23712.
(2)
 
Incorporated by reference to our Current Report on Form 8-K, filed on June 27, 2002, file no. 0-23712.
(3)
 
Filed Herewith.
 
(b)  Reports on Form 8-K.
 
One June 27, 2002, we filed a Current Report on Form 8-K, pursuant to Item 2, regarding our acquisition, through our wholly-owned subsidiary Asconi S.R.L., of a controlling interest in Vitis Hincesti S.A., a Republic of Moldova entity.

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Table of Contents
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
/s/    CONSTANTIN JITARU        
Constantin Jitaru
President and Chief Executive Officer
 
Date: August 19, 2002
 
/s/    ANATOLIE SIRBU        
Anatolie Sirbu
Chief Financial Officer
 
Date: August 19, 2002

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Table of Contents
 
EXHIBIT INDEX
 
Exhibit
   
Description of Exhibit
  3.1
   
Restated Articles of Incorporation.(1)
  3.2
   
Amended and Restated Bylaws.(1)
10.1
   
Contract for Brokerage Services No. 051 by and between Asconi S.R.L. and C.B. Agroindbank S.A., dated December 13, 2001.(2)
10.2
   
Agreement of Termless Share Management (Irrevocable Trust) by and between Asconi S.R.L. and Talmaci Irina, dated June 12, 2002.(2)
10.3
   
Contract No. 09/01 on goods delivery by and between Asconi S.R.L. and Torgovii Dom Moldova Ltd., dated September 3, 2001.(3)
10.4
   
Contract No. 1/1 for sale and purchase by and between Asconi S.R.L. and Beijing Machinery Imp and Exp Corp., Ltd. dated March 1, 2002.(3)
10.5
   
Contract for sale and purchase by and between Asconi S.R.L. and Beijing Machinery Imp and Exp Corp., Ltd., dated April 3, 2002.(3)
99.1
   
Certification by Constantin Jitaru, Chief Executive Officer, and Anatolie Sirbu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3)
(1)
 
Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 20, 2001, file no. 0-23712.
(2)
 
Incorporated by reference to our Current Report on Form 8-K, filed on June 27, 2002, file no. 0-23712.
(3)
 
Filed Herewith.

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