SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-KSB/A


Amendment No. 1





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2004





PHONE1GLOBALWIDE, INC.


(Exact name of Registrant as specified in its Charter)





Delaware
(State or other jurisdictionof incorporation)
333-05188-A
(Commission File No.)
65-0669842
(IRS EmployerIdentification No.)





100 N. Biscayne Blvd., Suite 2500


Miami, Florida 33132





(Address of principal executive offices, Zip Code)








(305) 371-3300


(Issuers Telephone Number, including Area Code)








Securities registered under Section 12(b) of the Exchange Act: None








Securities registered under Section 12(g) of the Exchange Act:





Common Stock, $.001 par value


(Title of class)





Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o





Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o





The registrants revenues for its most recent fiscal year $14,150,177





State the aggregate market value of the voting stock held by non-affiliates of the registrant on June 15, 2004 computed by reference to the average bid and asked prices of such stock: $53,564,702.





Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 144,778,423 shares of common stock, $.001 par value as of June 15, 2004.





Transitional Small Business Disclosure Format (check one):YesoNox







EXPLANATORY NOTE
 
 Phone1Globalwide, Inc. is filing this Amendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSB, initially filed with the Securities and Exchange Commission on June 29, 2004, solely for the purpose of including Exhibit 32 CEO and CFO Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 listed in Item 13, which due to a clerical error was not included with the originally filed Form 10-KSB
 
 
 ITEM 13.EXHIBITS, LIST AND REPORTS ON FORM 8-K





(a)Exhibits





The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:





2.1.2
Stock Purchase Agreement between Win-Gate Equity Group, Inc.and the Shareholders of Globaltron Communications Corporationdated January 21, 2000. (1)2.2.1
Certificate of Merger between Phone1Globalwide, Inc.,a Florida corporation and Phone1Globalwide Inc., a Delawarecorporation. (8)2.2.2
Articles of Merger between Phone1Globalwide, Inc., a Florida corporation and Phone1Globalwide Inc., a Delaware corporation. (8)2.3
Plan and Agreement of Merger between Phone1Globalwide, Inc., a Florida corporation and Phone1Globalwide Inc., a Delaware corporation. (8)3.1.1
Articles of Incorporation of Win-Gate Equity Group, Inc. (2)3.1.2
Articles of Amendment to the Articles of Incorporation. (5)3.1.3
Certificate of Designation for the Series A 8% Convertible Preferred Stock. (9)3.1.4
Certificate of Incorporation of Phone1Globalwide, Inc. (8)3.2.1
By-Laws of Win-Gate Equity Group, Inc. (2)3.2.2
Bylaws of Phone1Globalwide, Inc. (8)4.1
Specimen common stock Certificate. (2)10.1.1
Win-Gate Equity Group, Inc. 1996 Stock Option Plan. (2)10.1.2
Globaltron Corporations 2000 Stock Incentive Plan. (4)*10.1.3
Amendment Number One to Globaltron Corporation 2000 Stock Incentive Plan. (7)*10.1.4
Amended and Restated Phone1Globalwide, Inc. 2000 Stock Incentive Plan. (12)*10.1.5
Amendment to Phone1Globalwide, Inc. 2000 Stock Incentive Plan. (12)*10.1.6
Schedule A to the Minutes of the Board of Directors. (12)*10.2
Pledge and Security Agreement dated May 15, 2001 between Globaltron Corporation and the shareholders of Phone1, Inc. (6)10.3
Loan Agreement dated October 31, 2001 among Phone1, Inc., Phone1Globalwide Inc. and GNB Bank (Panama) S.A. (8)10.4
Service and License Agreement dated April 4, 2002 by and between Globaltron Communications Corporation and Verestar, Inc. (12)10.5
Equipment Vendor Settlement Agreement between Globaltron Communications Corporation and New Skies Satellites N.V. (12) 
 
 10.6
Limited liability Company Agreement dated November 16, 2001 of Phone1 Smart LLC between Phone1 Inc. and MTG Interconnection LC. (10)10.7
Overdraft Loan Facility dated March 27, 2002 between GNB Bank (Panama) S.A. and Phone1, Inc., together with promissory note in the amount of $2,000,000. (12)10.8
Amendment to Overdraft Loan Facility dated April 29, 2002 between GNB Bank (Panama) S.A. and Phone1, Inc., together with promissory note in the amount of $1,200,000. (12)10.9
Amendment to Overdraft Loan Facility dated May 30, 2002 between GNB Bank (Panama) S.A. and Phone1, Inc., together with promissory note in the amount of $380,000. (12)10.10
Amendment to Overdraft Loan Facility dated June 20, 2002 between GNB Bank (Panama) S.A. and Phone1, Inc., together with promissory notes in the amounts of $400,000 and $600,000. (12)10.11
License Agreement dated June 21, 2002 between QuorTech and Phone1. (12)10.12
Promissory Note dated May 8, 2001 in the amount of $1,250,000. (12)10.13
Promissory Note dated June 6, 2001 in the amount of $1,200,000. (12)10.14
Promissory Note dated July 16, 2001 in the amount of $2,000,000 (12)10.15
Loan agreement dated September 28, 2001 by and between Phone1, Inc. and Eagle National Bank of Miami. (12)10.16
Intentionally omitted.10.17
Loan Agreement dated March 29, 2002 by and between Phone1, Inc. and Eagle National Bank of Miami. (12)10.18
Loan agreement dated April 29, 2002 by and between Phone1, Inc. and Eagle National Bank of Miami. (12)10.19
Loan Agreement dated May 30, 2002 by and between Phone1, Inc. and Eagle National Bank of Miami. (12)10.20
Amendment to Overdraft Loan Facility dated as of July 8, 2002 by and between Phone1, Inc. and GNB Bank (Panama) S.A., increasing the Overdraft Facility to $6,000,000. (3)(11)10.21
Amendment to Overdraft Loan Facility dated as of July 16, 2002 by and between Phone1, Inc. and GNB Bank (Panama) S.A., increasing an Overdraft Facility to $9,000,000. (3)(11)10.22
Agreement dated as of July 28, 2002 by and between Phone1, Inc. and Telesector Resource Group, Inc. for 1+ International Sent Paid Service. (3)(11)10.23
Reseller Agreement dated as of January 14, 2002, as amended June 25, 2002, by and between Phone1, Inc. and Sprint. (3)(11)10.24
Phone1 Independent Agent Agreement dated as of July 1, 2002, by and between Phone1, Inc. and Qwest Interpsie America. (3)(11)10.25
Exclusive Reseller Agreement dated July 24, 2001 by and between Protel, Inc. and Phone1, Inc. (3)(11)10.26
Loan Agreement dated September 30, 2002, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (13)10.27
Security Agreement dated September 30, 2002, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (13)10.28
Promissory Note dated September 30, 2002, in the original principal amount of $20 million issued to GNB Bank Panama, S.A. (13)10.29
Agreement dated October 15, 2002 between Phone1, Inc. and Via One Telecommunications, Inc. (14) 
 
 10.30
Loan Agreement dated November 26, 2002, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (15)10.31
Security Agreement dated November 26, 2002, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (15)10.32
Promissory Note in the original principal amount of $5 million issued to GNB Bank Panama, S.A. (15)10.33
Letter dated November 27, 2002, from GNB Bank Panama S.A. notifying Phone1, Inc. that it is not accelerating the maturity date of the $20 Million Loan. (15)10.34
Sent Paid Services Agreement From SBC Payphones dated December 10, 2002, among Phone1, Inc. and SBC Services, Inc. (11)(16)10.35
Conversion Notice dated December 19, 2002 by GNB Bank Panama S.A. to Phone1, Inc., Phone1Globalwide, Inc. and Globaltron Communications Corporation. (17)10.36
Promissory Note in the principal amount of $10 million issued to GNB Bank Panama S.A. which replaces the original Promissory Note issued to GNB Bank Panama S.A. pursuant to the Loan Agreement dated September 30, 2002 among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (17)10.37
Employment Agreement dated November 21, 2002, between Phone1Globalwide, Inc. and Syed Naqvi, as amended effective January 1, 2003. (18)*10.38
Employment Agreement dated December 4, 2002, between Phone1Globalwide, Inc. and Dario Echeverry, as amended effective January 1, 2003. (18)*10.39
Employment Agreement dated March 17, 2003, between Phone1Globalwide, Inc. and Dilowe Barker. (21) *10.40
Employment Agreement dated as of January 1, 2003, between Phone1Globalwide, Inc. and Federico Fuentes. (21) *10.41
Consulting Agreement dated March 10, 2003 between Phone1Globalwide, Inc. and Stockholder Associates Corporation. (21)10.42
Software License Agreement dated February 13, 2003 between PhoenixSoft, Inc. and Phone1, Inc. (21)10.43
Support Agreement dated February 13, 2003 between PhoenixSoft, Inc. and Phone1, Inc. (21)10.44
Amendment No. One dated April 1, 2003 to Sent Paid Services Agreement From SBC Payphones dated December 10, 2002, among Phone1, Inc. and SBC Services, Inc. (11)(19)10.45
Loan Agreement dated February 17, 2003, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (20)10.46
Security Agreement dated February 17, 2003, among Phone1, Inc., Phone1Globalwide, Inc., Globaltron Communications Corporation and GNB Bank Panama S.A. (20)10.47
Promissory Note in the original principal amount of $5 million issued to GNB Bank Panama S.A. (20)10.48
Confirmation dated February 17, 2003, that GNB Bank is exercising its option under the September 30, 2002 Loan Agreement to loan Phone1, Inc. $5 million. (20)10.49
Letter dated March 10, 2003, from GNB Bank Panama S.A. notifying Phone1, Inc. that it is not accelerating the maturity date of the November 26, 2002 $5 Million Loan. (21)10.50
Letter dated April 30, 2003, from GNB Bank Panama S.A. notifying Phone1, Inc. that it is extending the date to which it may accelerate the maturity date of the February 17, 2003 $5 Million Loan. (21)10.51
Letter dated May 11, 2003, from GNB Bank Panama S.A. extending the date by which we are required to file a registration statement. (21)10.52
Letter dated February 20, 2003, between Phone1, Inc. and Via One Technologies, Inc., terminating Agreement dated October 15, 2002. (21)10.53
Consulting Agreement dated April 15, 2002 between Phone1, Inc. and APC Development Inc. and Weaver Jordan. (21) 
 
 10.54
Letter dated July 16, 2003, from GNB Bank Panama S.A. notifying Phone1, Inc. that it is extending to August 31, 2003 the date to which it may accelerate the maturity date of the February 17, 2003$5 Million Loan. (22)10.55
Letter dated July 16, 2003, from GNB Bank Panama S.A. extending to August 31, 2003 the date by which we are required to file a registration statement. (22)10.56
Regulation S Subscription Agreement, dated September 30, 2003, by and between the Registrant and Hispanic Telecommunications Holding, S.A.(23)10.57
Conversion Notice sent by Hispanic Telecommunications Holding, S.A. to Phone1Globalwide, Inc., Phone1, Inc. and Globaltron Communications Corporation relating to the note issued on September 30, 2002, as amended on December 20, 2002. (23)10.58
Conversion Notice sent by Hispanic Telecommunications Holding, S.A. to Phone1Globalwide, Inc., Phone1, Inc. and Globaltron Communications Corporation relating to the note issued on November 26, 2002. (23)10.59
Conversion Notice sent by Hispanic Telecommunications Holding, S.A. to Phone1Globalwide, Inc., Phone1, Inc. and Globaltron Communications Corporation relating to the note issued on February 17, 2003. (23)10.60
Letter from GNB Bank Panama S.A. extending to November 30, 2003 the date by which we are required to file a registration statement.(23)10.61
Overdraft Loan Facility dated December 26, 2003 between GNB bank (Panama) S.A. and Phone1, Inc., together with promissory note in the amount of $3,000,000.**10.62
Employment Agreement dated april 30, 2004, betwen Phone1 Globalwide, Inc. and Louis Giordano.**31.1
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**31.2
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**32
CEO and CFO Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**





* Management Contract or Compensatory Plan.


** Filed herewith.





(1) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission on January 31, 2000.





(2) Filed as an exhibit to our Registration Statement on Form SB-2 (File No. 333- 5188-A), as filed with and declared effective by the Commission on October 10, 1997.





(3) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333- 5188-A), as filed with the Commission on August 14, 2002.





(4) Filed as an exhibit to our Definitive Information Statement on Form 14C (File No. 333-05188-A), as filed with the Securities and Exchange Commission on October 16, 2000.





(5) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on February 20, 2001.





(6) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission on May 15, 2001, as amended on May 22, 2001.





(7) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A).





(8) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on November 14, 2001.





(9) Filed as an exhibit to our Annual Report on Form 10-KSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on June 29, 200l.





(10) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on February 13, 2002.





(11) Confidential portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment.





(12) Filed as an exhibit to our Annual Report on Form 10-KSB (File No. 333-05188-A) as filed with the Securities and Exchange Commission on July 1, 2002.





(13) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission on October 11, 2002.





(14) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on October 11, 2002.





(15) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on December 11, 2002.





(16) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on December 17, 2002.





(17) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on December 24, 2002.





(18) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on February 12, 2003.





(19) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on April 15, 2003.





(20) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on March 3, 2003.





(21) Filed as an exhibit to our Quarterly Report on Form 10-KSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on June 30, 2003.





(22) Filed as an exhibit to our Quarterly Report on Form 10-QSB (File No. 333-05188-A), as filed with the Securities and Exchange Commission on August 14, 2003.





(23) Filed as an exhibit to our Current Report on Form 8-K (File No. 333-05188-A), as filed with the Securities and Exchange Commission filed on October 14, 2003.





(b) Reports on Form 8-K.





(i) On October 14, 2003, we filed a Current Report on Form 8-K to report the change in control pursuant to which Hispanic Telecommunications Holding S.A., a Luxembourg company, became our major shareholder, holding approximately 70% of our outstanding common stock as of September 30, 2003.








SIGNATURES





In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PHONE1GLOBALWIDE, INC.By:
/s/ Dario EcheverryDario Echeverry, President, Chief(Principal) Executive Officer



/s/ Louis GiordanoLouis Giordano

Chairman of the Board
June 30, 2004/s/ Dario EcheverryDario Echeverry

President, Chief (Principal) Executive Officer and Director
June 30, 2004/s/ Syed NaqviSyed Naqvi

Chief (Principal) Financial Officer
June 30, 2004/s/ Dilowe BarkerDilowe Barker

Chief Operating Officer
June 30, 2004/s/ Federico FuentesFederico Fuentes

Chief Technology Officer
June 30, 2004/s/ Michael SpritzerMichael Spritzer

Director
June 30, 2004












Exhibit Index







10.62
Employment Agreement dated April 30, 2004, between Phone1 Globalwide, Inc. and Louis Giordano.**31.1
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**31.2
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**32
CEO and CFO Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**