##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-24996
 
 EasyLink Services International Corporation
  Delaware(State or Other Jurisdiction of Incorporation or Organization)
    
    13-3645702(I.R.S. Employer Identification No.)
 6025 The Corners Parkway, Suite 100
Norcross, Georgia
(Address of Principal Executive Offices)
    
    30092
(Zip Code)
 (678) 533-8000
 None
 class A common stock, $.01 par value per share
 þ o
  o o þ
 o þ




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##### 



EASYLINK SERVICES INTERNATIONAL CORPORATION
 INDEX TO FORM 10-Q
 PAGENUMBERPART I:
    
    FINANCIAL INFORMATIONItem 1:
    
    Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of October 31, 2007 and July 31, 2007 (Unaudited)
    
    
    1Condensed Consolidated Statements of Operations (Unaudited) for the three months ended October 31, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended October 31, 2007 and 2006
    
    
    3Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    4Item 2:
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    13Item 4:
    
    Controls and Procedures
    
    
    13PART II:
    
    OTHER INFORMATIONItem 1:
    
    Legal Proceedings
    
    
    13Item 1A:
    
    Risk Factors
    
    
    13Item 2:
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    14Item 3:
    
    Defaults Upon Senior Securities
    
    
    14Item 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    14Item 5:
    
    Other Information
    
    
    14Item 6:
    
    Exhibits
    
    
    14Signatures
    
    
    16Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Condensed Consolidated Balance Sheets (Unaudited)
 October 31,
    
    
    July 31,2007
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    15,395,070
    
    
    $
    5,444,176Accounts receivable, net of allowance for
doubtful accounts and allowance for sales
returns and allowances
    
    
    13,762,234
    
    
    
    3,479,134Prepaid expenses and other current assets
    
    
    3,701,205
    
    
    
    602,516Total current assets
    
    
    32,858,509
    
    
    
    9,525,826Property and equipment, net
    
    
    9,174,044
    
    
    
    943,836Goodwill
    
    
    50,477,673
    
    
    
    6,293,054Other intangible assets, net
    
    
    33,823,015
    
    
    
    3,737,003Investment in EasyLink
    
    
    
    
    
    
    13,223,184Restricted cash
    
    
    433,635
    
    
    
    433,635Deferred acquisition costs
    
    
    
    
    
    
    1,039 076Other assets
    
    
    36,873
    
    
    
    222,172Total assets
    
    $
    126,803,749
    
    
    $
    35,417,786LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,229,660
    
    
    $
    615,100Current portion of long term debt
    
    
    8,657,836
    
    
    
    10,000,000Accrued expenses
    
    
    11,828,652
    
    
    
    1,152,774Deferred revenue
    
    
    699,783
    
    
    
    227,496Other current liabilities
    
    
    1,428,272
    
    
    
    573,577Total current liabilities
    
    
    27,844,203
    
    
    
    12,568,947Long term debt (See Note 4)
    
    
    41,317,443
    
    
    
    Deferred tax liability
    
    
    17,470,948
    
    
    
    Other liabilities
    
    
    1,361,102
    
    
    
    709,203Total liabilities
    
    
    87,993,696
    
    
    
    13,278,150Commitments and contingencies (See Note 7)Stockholders Equity:Preferred stock - 5,000,000 shares authorized,
including 5,000 shares of series C and 250 shares of
series D:Series C Preferred Stock  par value $.01 per share,
44.76 votes per share; 5,000 shares issued and outstanding
(liquidation value of $5,166,575 at 2007 and $5,116,164 at 2006
    
    
    50
    
    
    
    50Series D Preferred Stock  par value $.01 per share,
769 votes per share; 250 shares issued and outstanding
(liquidation value of $250,000)
    
    
    3
    
    
    
    3Common stock:Class A  par value $.01 per share, 300,000,000
shares authorized, one vote per share; 24,287,682
and 23,263,056 shares issued and outstanding, respectively
    
    
    242,887
    
    
    
    232,630Additional paid-in capital
    
    
    120,823,029
    
    
    
    101,860,585Accumulated other comprehensive loss
    
    
    (204,640
    )
    
    
    Accumulated deficit
    
    
    (82,051,276
    )
    
    
    (79,953,632
    )Total stockholders equity
    
    
    38,810,053
    
    
    
    22,139,636Total liabilities and stockholders equity
    
    $
    126,803,749
    
    
    $
    35,417,786
   1




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Condensed Consolidated Statements of Operations (Unaudited)
 Three Months Ended October 31,2007
    
    
    2006Service revenues
    
    $
    20,985,867
    
    
    $
    5,807,727Cost of service
    
    
    6,598,245
    
    
    
    1,859,292Gross Profit
    
    
    14,387,622
    
    
    
    3,948,435Operating expenses:Product development and enhancement
    
    
    2,032,681
    
    
    
    716,644Selling and marketing
    
    
    2,382,618
    
    
    
    519,957General and administrative
    
    
    6,607,764
    
    
    
    2,108,81611,023,063
    
    
    
    3,345,417Operating income
    
    
    3,364,559
    
    
    
    603,018Other income and (expense):Interest and investment income
    
    
    154,095
    
    
    
    82,392Interest expense
    
    
    (5,003,568
    )
    
    
    (20,586
    )Equity in losses of investment
    
    
    (930,269
    )
    
    
    Other income (expense)
    
    
    231,280
    
    
    
    (22,619
    )(5,548,462
    )
    
    
    39,187Income (loss) before income taxes
    
    
    (2,183,903
    )
    
    
    642,205Provision (benefit) for income taxes, current
    
    
    (172,140
    )
    
    
    67,607Net income (loss)
    
    
    (2,011,763
    )
    
    
    574,598Dividends on preferred stock
    
    
    (50,411
    )
    
    
    (100,822
    )Net income
(loss) attributable to common stockholders
    
    $
    (2,062,174
    )
    
    $
    473,776Basic income (loss) per common share
    
    $
    (0.09
    )
    
    $
    0.02Diluted income (loss) per common share
    
    $
    (0.09
    )
    
    $
    0.02Anti-dilutive stock options and warrants outstanding
    
    
    25,021,712
    
    
    
    1,075,498Weighted average number of common shares outstanding -
basic
    
    
    23,296,627
    
    
    
    22,716,466Weighted average number of common shares outstanding -
diluted
    
    
    23,296,627
    
    
    
    24,974,611
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Condensed Consolidated Statements of Cash Flows (Unaudited)
 Three Months Ended October 31,2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    (2,011,763
    )
    
    $
    574,598Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,889,694
    
    
    
    493,475Bad debt expense
    
    
    162,367
    
    
    
    80,011Non-cash interest expense
    
    
    3,490,791
    
    
    
    20,586Non-cash charges for equity instruments issued for compensation
and services
    
    
    113,331
    
    
    
    280,467Non-cash equity in losses of investment and other non-cash items
    
    
    929,910
    
    
    
    Changes in assets and liabilities, net of effects from acquisition:Accounts receivable
    
    
    (31,027
    )
    
    
    (660,179
    )Prepaid expenses and other assets
    
    
    788,431
    
    
    
    38,031Accounts payable
    
    
    (419,464
    )
    
    
    (236,168
    )Accrued expenses
    
    
    (4,615,376
    )
    
    
    402,362Deferred revenue and other liabilities
    
    
    (607,560
    )
    
    
    (57,687
    )Net cash provided by (used in) operating activities
    
    
    (310,666
    )
    
    
    935,496Cash flows from investing activities:Payment for purchase of acquisition, net of cash acquired
    
    
    (54,537,388
    )
    
    
    Purchases of property and equipment
    
    
    (145,714
    )
    
    
    (70,591
    )Other
    
    
    17,877
    
    
    
    (20,551
    )Net cash used in investing activities
    
    
    (54,665,225
    )
    
    
    (91,142
    )Cash flows from financing activities:Proceeds from sale of stock and exercise of options and warrants
    
    
    5,341,885
    
    
    
    99,739Net borrowings
    
    
    59,789,540
    
    
    
    Net cash provided by financing activities
    
    
    65,131,425
    
    
    
    99,739Effect of foreign exchange rate changes on cash and cash equivalents
    
    
    (204,640
    )
    
    
    Net increase in cash and cash equivalents
    
    
    9,950,894
    
    
    
    944,093Cash and cash equivalents, beginning of year
    
    
    5,444,176
    
    
    
    6,988,753Cash and cash equivalents, end of year
    
    $
    15,395,070
    
    
    $
    7,932,846
   3




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EASYLINK SERVICES INTERNATIONAL CORPORATION
 Notes to Condensed Consolidated Financial Statements (Unaudited)
    1. ORGANIZATION AND NATURE OF BUSINESS
     2. ACQUISITIONS
 EasyLink Services Corporation
    4




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5




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Base purchase price
    
    $
    63,378,560EasyLink class A common stock issued
    
    
    724,125Transaction costs paid in cash
    
    
    4,213,390Transaction costs paid with stock
    
    
    2,485,350Total purchase price
    
    $
    70,801,425
   Cash
    
    $
    3,971,120Accounts receivable
    
    
    10,414,440Prepaid expenses and other current assets
    
    
    3,251,342Fixed assets
    
    
    8,791,679Intangible assets  software
    
    
    8,700,000Intangible assets  trade names
    
    
    3,185,000Intangible assets  customer relationships
    
    
    19,400,000Accounts payable
    
    
    (5,034,024
    )Accrued liabilities
    
    
    (14,283,647
    )Other current liabilities
    
    
    (1,321,307
    )Long term liabilities
    
    
    (10,455,432
    )Fair value of net assets acquired
    
    $
    26,619,171Goodwill
    
    $
    44,182,254Total purchase price
    
    $
    70,801,425
  Weighted AverageAcquired Intangible Assets
    
    Estimated Fair Value
    
    
    Estimated Useful LifeCustomer Relationships
    
    $
    19,400,000
    
    
    
    8Internally developed software
    
    
    8,700,000
    
    
    
    4Trade name
    
    
    3,185,000
    
    
    IndefiniteGoodwill
    
    
    44,182,254
    
    
    Non-amortizable
  6




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For the three months ended October 31,2007
    
    
    2006Revenues
    
    $
    23,238,000
    
    
    $
    24,534,000Income (loss) from continuing operations
    
    
    (5,777,000
    )
    
    
    591,000Income from discontinued operations
    
    
    
    
    
    
    928,000Net income (loss)
    
    
    (5,777,000
    )
    
    
    1,519,000Income (loss) available to common stockholders
    
    
    (5,827,000
    )
    
    
    1,418,000Basic income (loss) per common stock:Income (loss) from continuing operations
    
    $
    (0.26
    )
    
    $
    0.06Income from discontinued operations
    
    $
    0.00
    
    
    $
    0.04Net Income (Loss)
    
    $
    (0.26
    )
    
    $
    0.10Diluted income (loss) per common stock:Income (loss) from continuing operations
    
    $
    (0.23
    )
    
    $
    0.06Income from discontinued operations
    
    $
    0.00
    
    
    $
    0.04Net Income (Loss)
    
    $
    (0.23
    )
    
    $
    0.10
  3. ACQUIRED INTANGIBLE ASSETS
  Weightedaverageamortization
    
    
    October 31,
    
    
    July 31,period (years)
    
    
    2007
    
    
    2007Mapping technology
    
    
    5
    
    
    $
    4,780,000
    
    
    $
    4,780,000Purchased customer relationships
    
    
    6-8
    
    
    
    22,338,828
    
    
    
    2,978,789Internally developed systems
    
    
    4
    
    
    
    11,547,283
    
    
    
    2,840,159Tadenames
    
    
    7
    
    
    
    3,435,000
    
    
    
    250,000Intangible assets, gross
    
    
    
    
    
    
    42,101,111
    
    
    
    10,848,948Less accumulated amortization:Mapping technology
    
    
    
    
    
    
    (4,780,000
    )
    
    
    (4,780,000
    )Purchased customer relationships
    
    
    
    
    
    
    (1,557,737
    )
    
    
    (905,354
    )Internally developed systems
    
    
    
    
    
    
    (1,887,581
    )
    
    
    (1,382,742
    )Tradenames
    
    
    
    
    
    
    (52,778
    )
    
    
    (43,849
    )Accumulated amortization
    
    
    
    
    
    
    (8,278,096
    )
    
    
    (7,111,945
    )Intangible assets, net
    
    
    
    
    
    $
    33,823,015
    
    
    $
    3,737,003
  7




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4. LONG TERM DEBT
  Series A
    
    
    Series B
    
    
    TotalFace value upon issuanceOn August 20, 2007
    
    $
    35,052,708
    
    
    $
    35,052,708
    
    
    $
    70,105,416Less:Value of beneficial conversion feature
    
    
    (7,761,885
    )
    
    
    (7,761,885
    )
    
    
    (15,523,770
    )Value of warrants
    
    
    (3,504,577
    )
    
    
    (3,504,577
    )
    
    
    (7,009,154
    )Debt issue costs
    
    
    (156,048
    )
    
    
    (156,047
    )
    
    
    (312,095
    )Net balance at August 20, 2007
    
    
    23,630,198
    
    
    
    23,630,199
    
    
    
    47,260,397Accretion as interest expense
    
    
    1,364,880
    
    
    
    1,350,002
    
    
    
    2,714,882Long Term balance at October 31, 2007
    
    
    24,995,078
    
    
    
    24,980,201
    
    
    
    49,975,279Current portion
    
    
    4,329,667
    
    
    
    4,328,169
    
    
    
    8,657,836Balance at October 31, 2007
    
    $
    20,665,411
    
    
    $
    20,652,032
    
    
    $
    41,317,443
   5. NEW ACCOUNTING PRONOUNCEMENTS
   6. INCOME TAXES
    8




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7. COMMITMENTS AND CONTINGENCIES
 Series
A and B Notes:
 Representations and Warranties:
 Letters of Credit:
 Legal Proceedings:
 Penalty for Failure to Register Shares:
 8. BUSINESS SEGMENT INFORMATION
  
    
    Supply Chain Messaging segment , which includes VAN services, browser-based and hosted
applications, and desktop software, the Electronic Commerce (EC) service center, EC
outsourcing, mapping and professional services ; and
    
    On Demand Messaging segment, which includes the integrated desktop messaging services,
the document capture and management services, and the workflow service obtained in the ESC
acquisition.
   9




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Supply Chain
    
    
    On Demand
    
    
    TotalThree Months Ended October 31, 2007Revenues from external customers
    
    $
    11,520,235
    
    
    $
    9,465,632
    
    
    $
    20,985,867Segment gross margin
    
    $
    7,944,738
    
    
    $
    6,442,884
    
    
    $
    14,387,622The following is a reconciliation of operating segment income to net income for the three months ended October 31,2007:Segment gross margin
    
    
    
    
    
    
    
    
    
    $
    14,387,622Corporate expenses
    
    
    
    
    
    
    
    
    
    
    (11,023,063
    )Operating income
    
    
    
    
    
    
    
    
    
    
    3,364,559Other income (expense), net
    
    
    
    
    
    
    
    
    
    
    (5,548,462
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    (2,183,903
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (172,140
    )Net loss
    
    
    
    
    
    
    
    
    
    $
    (2,011,763
    )
 Supply Chain
    
    
    On Demand
    
    
    TotalThree Months Ended October 31, 2006Revenues from external customers
    
    $
    5,807,727
    
    
    
    
    
    
    $
    5,807,727Segment gross margin
    
    $
    3,948,435
    
    
    
    
    
    
    $
    3,948,435The following is a reconciliation of operating segment income to net income for the three months ended October 31,2006:Segment gross margin
    
    
    
    
    
    
    
    
    
    $
    3,948,435Corporate expenses
    
    
    
    
    
    
    
    
    
    
    (3,345,417
    )Operating income
    
    
    
    
    
    
    
    
    
    
    603,018Other income (expense), net
    
    
    
    
    
    
    
    
    
    
    39,187Income before income taxes
    
    
    
    
    
    
    
    
    
    
    642,205Income tax expense
    
    
    
    
    
    
    
    
    
    
    67,607Net income
    
    
    
    
    
    
    
    
    
    $
    574,598
 9. SUBSEQUENT EVENTS
   10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Critical Accounting Policies and Significant Use of Estimates in Financial Statements
   Three Months Ended October 31, 2007 Compared with the Three Months Ended October 31, 2006
 Results of Operations
  Quarter Ended October 31,2007
    
    
    2006
    
    
    VarianceRevenues:Supply Chain Messaging
    
    $
    11,520,235
    
    
    $
    5,807,727
    
    
    $
    5,712,508On Demand Messaging
    
    
    9,465,632
    
    
    
    
    
    
    
    9,465,63220,985,867
    
    
    
    5,807,727
    
    
    
    15,178,140Cost of Revenues:Supply Chain Messaging
    
    
    3,575,497
    
    
    
    1,859,292
    
    
    
    1,716,205On Demand Messaging
    
    
    3,022,748
    
    
    
    
    
    
    
    3,022,7486,598,245
    
    
    
    1,859,292
    
    
    
    4,738,953Gross Margin:Supply Chain Messaging
    
    
    7,944,738
    
    
    
    3,948,435
    
    
    
    3,996,303On Demand Messaging
    
    
    6,442,884
    
    
    
    
    
    
    
    6,442,88414,387,622
    
    
    
    3,948,435
    
    
    
    10,439,187Corporate expenses
    
    
    (11,023,063
    )
    
    
    (3,345,417
    )
    
    
    7,677,646Other income (expense)
    
    
    (5,548,462
    )
    
    
    39,187
    
    
    
    (5,587,649
    )Consolidated income (loss)
before income taxes
    
    $
    (2,183,903
    )
    
    $
    642,205
    
    
    
    (2,402,113
    )
  11




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Liquidity and Capital Resources
       Off-Balance Sheet Arrangements
   12




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Tabular Disclosure of Contractual Obligations
  Payment due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsOperating Lease Obligations
    
    $
    2,192,000
    
    
    $
    961,000
    
    
    $
    1,231,000
    
    
    $
    0
    
    
    $
    0Series A and B Notes
    
    $
    70,105,416
    
    
    $
    10,105,416
    
    
    $
    0
    
    
    $
    60,000,000
    
    
    $
    0Total
    
    $
    72,297,416
    
    
    $
    11,066,416
    
    
    $
    1,231,000
    
    
    $
    60,000,000
    
    
    $
    0
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     
 Item 4. Controls and Procedures
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
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Risks Relating to Our Business
 We may not be profitable in the future .
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    to approve the potential issuance of up to approximately 30,500,659 shares of
common stock upon conversion of $60 million aggregate principal amount of our placement
of Series A Senior Secured Convertible Notes (the Series A Notes), Series B Senior
Secured Convertible Notes (the Series B Notes), warrants to purchase shares of class
A common stock (the Warrants) and additional investment rights to acquire additional
notes on the same terms as the Series A Notes (the Additional Investment Rights) and
$10 million aggregate principal amount of our Senior Secured Convertible Bridge Notes
which may be converted into additional Series A Notes and Series B Notes (the Bridge
Notes, together with the Series A Notes, the Series B Notes and the Warrants, the
Securities);
 2.
    
    to approve an amendment to the Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of class A common stock from
40,000,000 to 300,000,000; and
 3.
    
    to approve an increase in the number of shares reserved for issuance under the
Internet Commerce Corporation 2005 Stock Incentive Plan from 3,173,233 to 5,673,233.
  VotesFor
    
    Against
    
    Abstentions
    
    Broker non-votesPotential Issuance
of Shares
    
    
    13,428,163
    
    
    
    315,907
    
    
    
    57,453
    
    
    NoneAmendment to
Certificate of
Incorporation
    
    
    13,155,751
    
    
    
    584,819
    
    
    
    60,953
    
    
    NoneIncrease in Shares
Reserved for 2005
Stock Incentive Plan
    
    
    12,838,383
    
    
    
    890,626
    
    
    
    72,514
    
    
    None
 
 Item 5. Other Information
  
 Item 6. Exhibits
 2.1
    
    Amendment to the Securities Purchase Agreement, dated August 20, 2007,
by and among Internet Commerce Corporation and the Purchasers identified on the
signature pages thereto (Incorporated by reference to the Companys Current
Report on Form 8-K/A (File No. 000-24996), dated August 20, 2007, as filed with
the Securities and Exchange Commission on December 4, 2007).
 2.2
    
    Asset Purchase Agreement, dated December 7, 2007, by and among EasyLink
Services International Corporation, EasyLink Services Corporation and j2 Global
Communications, Inc. (Incorporated by reference to the Companys Current Report
on Form 8-K (File No. 000-24996), dated December 7, 2007, as filed with the
Securities and Exchange Commission on December 13, 2007).
  14




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##### Table of Contents



10.1*
    
    Employment Agreement between EasyLink Services International
Corporation and Kevin R. Maloney, dated December 1, 2007 (Incorporated by
reference to the Companys Current Report on Form 8-K (File No. 000-24996),
dated December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).
 10.2*
    
    Employment Agreement between EasyLink Services International
Corporation and John Mecke, dated December 1, 2007 (Incorporated by reference
to the Companys Current Report on Form 8-K (File No. 000-24996), dated
December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).
 10.3*
    
    Employment Agreement between EasyLink Services International
Corporation and Terri Deuel, dated December 1, 2007 (Incorporated by reference
to the Companys Current Report on Form 8-K (File No. 000-24996), dated
December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).
 16.1
    
    Letter of Tauber & Balser, P.C. to the Securities and Exchange
Commission, dated October 31, 2007, pursuant to Item 304(a)(3) of Regulation
S-K (Incorporated by reference to the Companys Current Report on Form 8-K/A
(File No. 000-24996), dated October 26, 2007, as filed with the Securities and
Exchange Commission on October 31, 2007).31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Confidential Treatment has been requested with respect to portions of this Exhibit.
The omitted portions of this Exhibit were filed separately with the Securities and
Exchange Commission.
  15




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##### Table of Contents



SIGNATURES
   EASYLINK SERVICES INTERNATIONAL CORPORATIONBy:
    /s/ Glen E. ShipleyGlen E. ShipleyChief Financial Officer  16




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##### Table of Contents



EXHIBIT INDEX
 Exhibits
    
    Description2.1
    
    Amendment to the Securities Purchase Agreement, dated August 20, 2007,
by and among Internet Commerce Corporation and the Purchasers identified on the
signature pages thereto (Incorporated by reference to the Companys Current
Report on Form 8-K/A (File No. 000-24996), dated August 20, 2007, as filed with
the Securities and Exchange Commission on December 4, 2007).2.2
    
    Asset Purchase Agreement, dated December 7, 2007, by and among EasyLink
Services International Corporation, EasyLink Services Corporation and j2 Global
Communications, Inc. (Incorporated by reference to the Companys Current Report
on Form 8-K (File No. 000-24996), dated December 7, 2007, as filed with the
Securities and Exchange Commission on December 13, 2007).10.1*
    
    Employment Agreement between EasyLink Services International
Corporation and Kevin R. Maloney, dated December 1, 2007 (Incorporated by
reference to the Companys Current Report on Form 8-K (File No. 000-24996),
dated December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).10.2*
    
    Employment Agreement between EasyLink Services International
Corporation and John Mecke, dated December 1, 2007 (Incorporated by reference
to the Companys Current Report on Form 8-K (File No. 000-24996), dated
December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).10.3*
    
    Employment Agreement between EasyLink Services International
Corporation and Terri Deuel, dated December 1, 2007 (Incorporated by reference
to the Companys Current Report on Form 8-K (File No. 000-24996), dated
December 1, 2007, as filed with the Securities and Exchange Commission on
December 11, 2007).16.1
    
    Letter of Tauber & Balser, P.C. to the Securities and Exchange
Commission, dated October 31, 2007, pursuant to Item 304(a)(3) of Regulation
S-K (Incorporated by reference to the Companys Current Report on Form 8-K/A
(File No. 000-24996), dated October 26, 2007, as filed with the Securities and
Exchange Commission on October 31, 2007).31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Confidential Treatment has been requested with respect to portions of this Exhibit.
The omitted portions of this Exhibit were filed separately with the Securities and
Exchange Commission.