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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2005

Commission File No.: 000-33471

YAK COMMUNICATIONS, INC.

(Exact name of small business issuer as specified in its charter)

300 Consilium Place, Suite 500, Toronto, Ontario, Canada M1H 3G2

(Address of principal executive offices)

(647) 722-2752

(Issuer’s Telephone Number, Including Area Code)

Indicate by a check mark whether the issuer: (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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

As of March 31, 2005, 12,897,250 shares of the issuer’s Common Stock, no par value per share, were outstanding.

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YAK COMMUNICATIONS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

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PART I

FINANCIAL INFORMATION

Immediately following the signature page of this Form 10-Q.

Overview

We provide discount, long distance telecommunication services to more than 917,000 recurring residential and small business customers in both Canada and the United States, using our legacy facilities-based resale model and our state-of-the-art Voice over Internet Protocol (“VoIP”) network. Residential marketing efforts are primarily concentrated toward consumers who make significant numbers of international calls, directly targeting ethnic markets and communities in major urban centers.

The January 2005 promotional launch of our VoIP network is expected to expand our market potential by providing cost effective access to global markets. Use of Internet protocol enables us to provide Yak service to customers who wish to originate or receive calls from multiple international locations and is a natural extension of our traditional value proposition. We expect that lower costs of providing service should translate into significant savings for a new base of customers with broadband connections.

Products

Our primary residential product offering is dial-around services (also known as “casual calling”) at both variable and flat rate pricing. Casual calling allows our customers to dial-around their existing long distance carrier on any call by entering a few digits prior to making the call, without permanently switching long distance carriers. We also offer “1+ billing” which allows our customers to permanently switch all of their calls from their existing long distance carrier to our long distance service.

We are the largest participant in the Canadian dial-around market, with approximately 80% market share. According to industry sources, the dial-around market in Canada is expected to double in size to approximately $175 million by 2007. We believe there is opportunity to further expand the Canadian market, and we intend to focus our efforts on retention and growth in this core market.

We also aggressively promote our dial around services in the United States, relying on our core strategy of niche marketing to ethnic communities to grow market share. Our CIC (Carrier Identification Code) codes, i.e., 10-10-925 and 10-15-945 and 1+ service are available in 48 states, and we have a targeted marketing campaign in South Florida, New York and Los Angeles. We have

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entered into agreements with celebrity ethnic spokespersons, specialized internet marketing organizations and utilized print and outdoor media to further market and expand our U.S. operations. Our strategic focus in the U.S. is supported by a recently opened operations office in Aventura, Florida. Although the U.S. market is highly competitive, our aggressive marketing campaign has yielded positive results during the quarter ended March 31, 2005, with monthly minutes growing 14% — from approximately 2.8 million in January 2005 to approximately 3.3 million in March 2005.

In November 2003, we introduced a dial-around service in Peru. Although Peru represents a very small portion of our total business, this introduction provided us with an opportunity to develop competitive long distance services and to proactively test the issues relating to VoIP platform migration internationally. In March 2005, we decided to exit the Peru market as we evaluated our returns from the Peruvian joint venture and the potential for significant growth versus that available in other markets. We expect operations to wind down in Peru over the next few quarters.

Yak for Business, our division targeting the Canadian Small to Medium Enterprise (“SME”) market, provides competitively priced voice and data products, including local lines, long distance, data management and point-to-point private lines. In the near future, we also intend to introduce a broadband offering to the SME market. Additionally, we offer telecom management services to the mid-to-large sized customer base in Canada through our subsidiary Contour Telecom. Included in our customer base for this product offering are certain Fortune 500 customers.

In March 2005, we purchased the Ontario and Quebec local resale customer base and centrex lines of Navigata Communications Ltd., a member of the Saskatchewan Telecommunications (Sasktel) group of companies for $0.7 million. In the deal, we acquired a customer base of approximately 450 SME customers, totaling approximately 4,700 Centrex Lines on which resale services are provided. We plan to integrate the acquired customers and lines into Yak for Business.

We also provide long distance alternative services to the rapidly growing cellular phone consumer market. Through a two-stage dialing process, the cellular phone user in both Canada and the United States can access domestic and international long distance services at rates favorable to those charged by their incumbent cellular service provider.

In January 2005, we began marketing our VoIP service, “WorldCity VoIP^™”, to residential customers in Canada and the U.S. For customers who currently have broadband access, WorldCity VoIP^™ includes free member-to-member international calling and combines bundled local and long distance calling packages with very competitive international rates, plus enhanced calling features like Caller ID, Three Way Calling and Voicemail for one flat price. In addition to the basic package, future releases of the product are expected to provide services such as unified messaging and virtual international phone numbers, where available. Our VoIP service is generally available everywhere and specific DID (direct dial) numbers are currently available in 28 U.S. cities, 13 Canadian cities and London, England for incoming calling. To advance both the quality and quantity of our VoIP services, we have engaged the services of Kayote Networks, Inc. and Xten Networks, Inc. Kayote Networks provides recognized industry expertise to help define VoIP technology solutions that break through the typical interoperability issues that have heretofore inhibited the widespread acceptance of

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internet based services. Xten provides end user devices that offer consumers choice in how they initiate VoIP calls. Xten provides “soft phone” capability that allows customers to make and receive phone calls or video phone calls directly on their personal computer without the need of a regular analogue phone line.

Networks

Over the past four years, we have established and expanded our own private leased line network throughout all major Canadian provinces. Additionally, we have achieved comparable network breadth in the U.S. by interconnecting with a major U.S. carrier. Currently, this coast- to-coast network delivers all of our telephony traffic. To further enhance the cost and control advantages of this network, in September 2003, we purchased a SanteraOne softswitch and Media Gateway. The port density and significantly reduced foot print of this switch has enabled us to transition our traffic from our legacy Teltronics/Harris switches, resulting in significant cost savings. The Harris switches have now been decommissioned. Our current level of traffic is using approximately 32,000 ports and our Santera switch is expandable to 200,000 ports. As a result, we anticipate having significant switching capacity in the foreseeable future.

Costs

In addition to the direct cost savings associated with the transition to and operation of the SanteraOne platform, the transition has also afforded us the opportunity to reduce costs by bringing a greater portion of our traffic onto our own network. Also, we continually pursue other methods of reducing our variable direct costs such as: employing least cost routing of our international traffic; negotiating lower variable costs with multiple carriers to multiple destinations in order to achieve the lowest available cost per minute; and continuing to expand the capacity of our network to accommodate the growing demand in certain areas of the markets we serve.

VoIP

We believe that broadband voice services represent an important emerging market opportunity in the communications industry. The service enables voice communication over broadband IP networks, significantly reducing costs to end users while bundling a broad array of value-added services, e.g., voicemail, call-waiting, caller-ID, call-forwarding, auto-attendant, find-me/follow-me, etc.

We believe we are well-positioned to capture market share as broadband voice gains popularity among traditional phone users. The Company has initiated strong relationships with technology and network providers to incorporate broadband voice into our current offering. We commenced a marketing campaign to support our VoIP product launch in January 2005. We intend to leverage our successful dial around business model which concentrates in the ethnic communities for international calling, the market reach of current advertising, and the ability to carry a portion or all of the calls over the Internet, to maximize our VoIP initiative gross margin potential.

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Foreign Currency

Currently the overwhelming amount of our net revenue (approximately 97% year-to-date) is derived from sales and operations in Canada. The functional currency for this revenue is the Canadian dollar. Reporting currency for our consolidated financial statements is the U.S. dollar. Although we expect to derive less of our total business directly from Canada in the future, exchange rates have had and may continue to have a significant, and potentially adverse, effect on our results of operations. Any strengthening of the U.S. dollar relative to the Canadian dollar could have an adverse impact on our future financial results of operations.

Significant Transactions, Subsequent Events and Financial Restatements

On June 20, 2003, Yak Communications (Canada) Inc., our wholly-owned subsidiary (“Yak Canada”), acquired certain “next generation” telecommunications software from Consortio, Inc., a Delaware corporation and Convenxia Limited, a corporation organized under the laws of the United Kingdom (the “Sellers”), pursuant to the terms and conditions of a Software Acquisition Agreement. Payments made or due to the Sellers for the software were as follows: (a) $565,000 in cash was paid at the closing of the transaction; (b) delivery of a short term promissory note in the principal amount of $400,000 providing for equal monthly payments of $40,000; and (c) the balance of the purchase price is evidenced by a long-term promissory note executed in favor of Consortio, Inc. with a principal amount of $8,535,000 bearing interest at 7.25% per annum. Interest and principal are payable quarterly in the amount of $174,965 commencing September 30, 2003 and is due July 15, 2012. The sole recourse by the lender is the software. Yak Canada was also issued a warrant to purchase up to 8% of the issued and outstanding common stock of Convenxia Limited.

In addition to the purchase of the software, Yak Canada and the Sellers entered into a joint venture agreement which licensed the use of the software for telecommunication services outside Canada to non-Yak customers. Under the joint venture agreement, Yak Canada is entitled to receive 4% of all gross revenue arising from the sale of services using the acquired software with minimum quarterly payments of $150,000 through June 30, 2006 and, thereafter, 2.75% of gross revenue with minimum quarterly payments of $175,000.

On January 24, 2005, we engaged Deloitte & Touche (“Deloitte”) as our new independent certified public accountants. In connection with their review of our historical financial statements, Deloitte identified a software acquisition transaction with respect to which the accounting treatment we used was possibly incorrect.

On February 23, 2005, we announced that we were delaying the filing of our Form 10-Q for the third fiscal quarter ended December 31, 2004, beyond the extended filing deadline of February 22, 2005, because the work required to review this matter was not able to be completed.

Also on February 23, 2005, The NASDAQ Stock Market advised us that we did not comply with Marketplace Rule 4310(c)(14), which requires us to provide NASDAQ with copies of all reports required to be filed with the SEC. As a result, NASDAQ appended the fifth character “E” to our common stock trading symbol as of the opening of business on February 25, 2005.

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On March 3, 2005, we entered into a settlement agreement with the Sellers of the “next generation” software. Pursuant to the settlement agreement, we paid $150,000 to the Sellers, and committed to complete further development of the software for $350,000 in exchange for a discharge of any further obligation under the long-term note with a principal value of $ 8.4 million as of December 31, 2004. (For further details, see Note 6 – “Next Generation Software and Financial Restatements” to the accompanying consolidated financial statements).

During the period of February 9, 2003 to March 25, 2005, Deloitte was unable to reconcile the substance and form of the software acquisition transaction to determine a preferred accounting treatment. On March 25, 2005, Deloitte resigned as our independent certified public accountants. Also in March 2005, we decided to exit the Peru market as we re-evaluated the economic returns of our Peruvian joint venture and potential for significant growth as compared to that available in other international markets. We expect operations to wind down in Peru over the next several quarters.

On March 30, 2005, we announced that we had presented a written submission to the Office of the Chief Accountant (“OCA”) of the SEC seeking guidance with respect to the accounting issues described above. Due to the judgments involved in the applicable accounting analysis, management, in consultation with our Audit Committee, decided to obtain the guidance of the OCA on its analysis and conclusions regarding the subject software transaction. Based on initial discussions with the OCA we have restated various historical financial statements; however, these amended filings are subject to final guidance from the OCA which may result in further restatements.

On April 6, 2005, we re-engaged Horwath Orenstein LLP as our new independent certified public accountants.

As a result of discussions with the Staff of the OCA, along with an internal review by management, the Audit Committee and our independent auditors, we determined as of May 17, 2005 to change the accounting treatment for the June 2003 software transaction. This change required that certain previously-filed periodic reports be amended to include restated financial statements, those being our consolidated financial statements for fiscal years 2003 and 2004, along with the quarterly periods contained in fiscal 2004 and the first quarter of fiscal 2005.

We restated our consolidated financial statements to make the following classes of adjustments (the “Restatement”):

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For a more detailed description of the Restatement, see Note 6 – “Next Generation Software and Financial Restatements” to the accompanying consolidated financial statements.

We estimated the “fair value” of the assets and liabilities associated with the Software Acquisition Agreement based on the related estimated cash flows. Statement of Financial Accounting Concepts No. 7 (SFAC No. 7) provides a framework for using future cash flows and present value as the basis for accounting measurements of fair value. In accordance with SFAC No. 7, we used the expected cash flow approach to estimate fair value, focusing on explicit assumptions about the range of possible cash outcomes and their respective probabilities. Based on this expected cash flow approach, the fair values of the liabilities are estimated to be significantly less than their face values. The fair value of the Convenxia warrants was derived by using the Black-Scholes valuation model

Based on the foregoing, the fair value of the Convenxia transaction’s components were estimated for accounting purposes as follows:

We obtained an independent valuation in the amount of $5.9 million (which is in the mid-point of the range of $5.4 million to $6.4 million as calculated by the independent valuator) for the acquired software. In accordance with Statement of Financial Accounting Standards No. 141 (FAS 141), the excess of fair value assigned to the assets acquired (i.e., $4.2 million) was allocated as a pro rata basis to reduce the amounts that otherwise would have been assigned to all of the non-financial acquired assets (e.g., software). As a result, the fair value of the software acquired was reduced for accounting purposes from its estimated fair value of $5.9 million to its carrying value of $1.7 million.

In the fourth quarter of fiscal 2004, we made the determination that the development of the “next generation” software for our internal use (principally VoIP) would require the full time and effort of all involved parties. We believed that the continuing development of the software for internal use over the next several years would be the key aspect of the software transaction (describe above), and not the commercialization. In addition, given this emphasis on internal development, we also became increasingly aware of the fact that whatever software was developed for “next generation” VoIP use, it was more likely than not to become obsolete by 2012 (the due date of the balloon payment on the long-term note given in connection with the next generation software transaction described above) and that the Consortio/Convenxia joint venture would terminate concurrently.

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Given the convergence of these two issues, we (in the fourth fiscal quarter) modified the probability assumptions for the range of possible cash outcomes related to the fair value calculations of the receivable from the joint venture and the long-term note payable. The probabilities that the cash flows from the joint venture would be received or that the $7.3 million balloon payment due on the long-term note in 2012 would be paid by Yak, were reduced to 0% probability (from 20% probability in prior assumptions).

Accordingly, we reduced the fair value of the long-term note payable at June 30, 2004 by $1.7 million (from $5.8 million to $4.1 million) and concurrently impaired the fair value of the joint venture receivable by $0.6 million (from $4.6 million to $4.0 million). Because the note liability was not legally extinguished and only the expected cash flow inflows and outflows changed, the resultant net gain of $1.1 million was deferred and classified on the June 30, 2004 balance sheet as “Deferred Revenue.” There was no impact on our Consolidated Statements of Income nor on our Consolidated Statements of Cash Flows for the three months ended June 30, 2004.

As mentioned above, on March 3, 2005, we entered into a settlement agreement with the Sellers. Pursuant to the settlement agreement, we paid $150,000 to the Sellers and committed to complete further development of the software for $350,000 in exchange for a discharge of any further obligation under the long-term note. All guaranteed payments made under the subject joint venture agreement would also cease.

Accordingly, we reduced the fair value of the long-term note payable at March 31, 2005 by $4.1 million, to $150,000, and concurrently impaired the fair value of the joint venture receivable by $3.8 million, to zero. Because the note liability was legally extinguished, the resultant net gain of $0.3 million, as well as the previously deferred gain of $1.1 million from the fourth quarter of fiscal 2004 was recognized in the third fiscal quarter of 2005. A total gain on early extinguishment of debt of $1.4 million was recognized in our Consolidated Statements of Income for the quarter ended March 31, 2005.

For further details, refer to Note 6 to the Consolidated Financial Statements.

Concurrently with the filing of this Form 10-QSB, the Company is filing (i) Amendment No. 1 on Form 10-KSB/A to its Annual Report on Form 10-KSB for the year ended June 30, 2003, (ii) Amendment No. 1 on Form 10-QSB/A to its Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003 (iii) Amendment No. 1 on Form 10-QSB/A to its Quarterly Report on Form 10-QSB for the quarter ended December 31, 2003, (iv) Amendment No. 1 on Form 10-QSB/A to its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004, (v) Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the annual period ended June 30, 2004, and (vi) Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

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Results of Operations

Comparison of three months ended March 31, 2005 and 2004

The following information for the quarters ended March 31, 2005, and 2004 is provided for informational purposes and should be read in conjunction with the Consolidated Financial Statements and Notes thereto (all amounts in U.S. dollars).

For the Quarter Ended March 31, 2005

For the Quarter Ended March 31, 2004

The Average Rate per Minute (ARPM) that we derive from our core dial around services was $0.066 for the quarter ended March 31, 2005, as compared to $0.065 for the quarter ended March 31, 2004. Despite the slight increase in the ARPM for the 3 month period, we expect the ARPM to continue eroding in the foreseeable future due to the competitive nature of the business and the fact that long distance services are increasingly a commodity product.

Net Revenue

Net revenue increased $2.4 million, or 11%, to $23.9 million for the quarter ended March 31, 2005, from $21.5 million for the quarter ended March 31, 2004. The majority of the growth came from our core dial-around business, which increased $2.6 million over the comparable period in 2004. Our Yakcell product experienced strong sequential quarterly growth, but this product’s sales represent an insignificant amount of overall revenue. We believe that Yakcell will continue to increase its relative share of total revenue as it becomes more entrenched in the marketplace.

Our U.S. revenue increased $0.8 million when compared to the third fiscal quarter of 2004. In November 2004, we launched a marketing campaign targeting the South Florida Hispanic market. The campaign includes advertisements through diverse media channels such as television, radio, flyers and print and is expected to increase our presence in the U.S. market. Our marketing to the ethnic communities has been very successful in the Canadian marketplace, and we believe these actions will strengthen our brand in the U.S. market.

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The balance of our revenue was derived from our Yak for Business division and Contour Telecom Inc. subsidiary. Yak for Business contributed revenue of $2.8 million for the quarter ended March 31, 2005, which represented a $0.1 million decrease from the quarter ended March 31, 2004. Yak for Business is important to our long-term strategy and we intend to continue to focus on growth opportunities in the small and medium business market. Contour Telecom revenue amounted to $1.7 million for the quarter ended March 31, 2005, which remained the same for the quarter ended March 31, 2004.

On September 8, 2004, we announced the availability of WorldCity VoIP^™ — our basic VoIP offering to the residential market. Revenue associated with this product is currently insignificant; however, in January 2005 we launched a strategic marketing campaign aimed at capturing a share of the VoIP long distance market. We view this product as the next generation telecommunication service and believe its growth can transition the Company from its origins as a dial-around service provider. It is anticipated that in the future, an increasing proportion of Yak’s total revenues will be derived from our VoIP related products and value-added services.

Cost of Revenue

Cost of revenue increased 3.0% to $14.8 million for the quarter ended March 31, 2005, from $14.4 million for the quarter ended March 31, 2004. As a percentage of sales, however, cost of revenue was 62.0% as compared to the 66.9% rate in the quarter ended March 31, 2004. Despite the trend towards a decline in ARPM (discussed above), margins improved as a result of the increased utilization of our leased line network. We continue to “build out” the network, which enables us to bring a greater share of traffic onto our own network, resulting in a higher utilization of fixed-cost access lines. As a result of the continual downward pressure on the price of long distance telephony, we are utilizing real-time, least cost routing algorithms and contracting with various carriers to efficiently and effectively manage direct costs.

The table below presents a breakdown of the cost of revenue of our core dial-around business into its long distance and other components for the third fiscal quarter of each of the last three fiscal years (all amounts in U.S. dollars):

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Cost of revenue in our dial-around business is comprised primarily of the cost of long distance services, fees for the processing and transporting of our calls and fixed and variable line access costs. The cost of the pure long distance component of services has decreased to $5.1 million, or 26.1% as a percentage of revenue, for the quarter ended March 31, 2005, from $6.4 million, or 36.5% as a percentage of revenue for the quarter ended March 31, 2004. The cost of the “Other” component of services has increased to 32.4% of revenue for the quarter ended March 31, 2005, from 27.9% of revenue for the quarter ended March 31, 2004. This quarterly increase is largely due to increases in the cost of access lines as well as billing and collection fees. In the future, we anticipate we will be able to negotiate further reductions in long distance costs. Additionally, we expect that long distance costs, as a percentage of revenues, will decrease as we continue to gain efficiencies in utilizing our excess capacity and we continue to gain effectiveness in the mix of our least cost routing.

Gross Margins

Our overall gross margin rate increased for the quarter ended March 31, 2005 to 38.0% as compared to 33.1% for the quarter ended March 31, 2004. The gross margin for the core dial-around business was 41.5% for the quarter ended March 31, 2005, as compared to 35.7% for the quarter ended March 31, 2004. While we do not anticipate that there will be significant erosion in our core margins in the short-term as we continue to optimize our network efficiency and control direct costs through on-going negotiations with various carriers, there can be no assurance that declines in our gross margins will not occur. However, due to the efficiencies gained in our cost reductions we expect we will be able to continue to competitively price our services to gain further market share.

The gross margin rate for Yak for Business was 20.6% for the quarter ended March 31, 2005, as compared 26.2% for comparable period in 2004. This is primarily a result of a decrease in EAS (Extended Area Service) rates charged to customers to become competitive in the market place.

Contour Telecom gross margin rate was 25.9% for the quarter ended March 31, 2005, compared to 29.0% for the quarter ended March 31, 2004. This decrease in gross margin is largely the result of a renegotiated customer contract and a related supplier contract, providing a lower margin per minute of Toll Free and Long Distance usage.

General & Administration Expenses

General and administration expenses (“G&A”) increased 73.3% to $5.2 million for the quarter ended March 31, 2005, from $3.0 million for the quarter ended March 31, 2004. The increase of G&A of $2.2 million can be attributed mainly to increases in salaries and benefits ($0.8 million), professional fees & consulting (0.5 million), occupancy & office related expenses (0.1 million), increase in internet and website hosting (0.1 million), impairment on loan receivable (0.3 million) other general and administration expenses (0.4 million)

The largest component of the increase in G&A increase was due to salaries, a result of hiring additional members of the senior management team and customer service representatives to support

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the growth of the business in fiscal 2005. To facilitate our future growth, we added several executives with extensive telecommunications experience to our management team. Additionally, as we move into new markets and introduce new products, we have invested in the front-line customer support organization. We believe that customer service has been a key factor which differentiates our Company and we expect that it will continue to be so in the future.

Expenditures in professional fees and consulting increased by $0.5 million for the quarter ended March 31, 2005. Approximately half of this increase is a result of issues related to the accounting treatment used with respect the Convenxia / Consortio (discussed above in the “Subsequent Events and Restatements” section). The remaining increases in professional fees are associated with exploring our new acquisition opportunities and exit strategy from the Peruvian Joint Venture.

Sales & Marketing

Sales and marketing expenses increased to $1.9 million for the quarter ended March 31, 2005, from $1.3 million in the quarter ended March 31, 2004. The cost of advertising in Canada decreased by $0.7 million for the quarter ended March 31, 2005; however, advertising costs increased by $1.5 million in the U.S. to support the re-launch into the U.S. market. It is management’s intention to continue to incur significant costs for advertising in the U.S. market to support the dial-around product as well as to launch our 1+ service and increase brand recognition through our focused campaign of flyers, television commercials and internet-based advertising.

Interest on Note Payable and Income from Joint Venture Agreement

Interest and discount amortization expense for the quarter ended March 31, 2005 related to the long-term note payable was $0.2 million. Income earned under the joint venture agreement for the fiscal quarter ended March 31, 2005 was $0.1 million. See “Significant Transactions, Subsequent Events and Financial Restatements,” above.

Financing

Accounts receivable financing costs related to the factoring of our trade accounts receivable of $0.1 million remained unchanged for the quarter ended March 31, 2005. The increase in the growth of the business and the associated growth in the amount of financed receivables was offset by the decrease in the interest rate charged. Though we receive relatively favorable terms under the factoring arrangement, we are reviewing our program of receivable factoring, given the amount of cash on hand at the present time.

Depreciation & Amortization

Depreciation and amortization decreased $0.1 million, to $0.7 million for the quarter ended March 31, 2005, as compared to $0.8 million for the quarter ended March 31, 2004. We anticipate that depreciation will increase in the future as the demand for further equipment to support our new products materializes. Amortization of customer lists for the period was $0.2 million.

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Comparison of nine months ended March 31, 2005 and 2004

The following information for the nine months ended March 31, 2005, and 2004 is provided for informational purposes and should be read in conjunction with the Consolidated Financial Statements and Notes (all amounts in U.S. dollars).

For nine months Ended March 31, 2005

For the nine months Ended March 31, 2004

The ARPM that we derive from our core dial around services was $0.65 for the nine months ended March 31, 2005, as compared to $0.67 for the nine months ended March 31, 2004. Due to the competitive nature of the business and the fact that long distance services are increasingly a commodity product, we expect gradual, but continuing erosion in our ARPM in the foreseeable future.

Net Revenue

Net revenue increased $8.7 million, or 14.4%, to $69.2 million for the nine months ended March 31, 2005, from $60.5 million for the nine months ended March 31, 2004. Of the 14.4% increase in net revenue over the comparable period in 2004, the majority of the growth came from our core dial-around product, while 7.1% was attributable to favorable exchange rates between the Canadian and US dollar.

Our U.S. revenue increased $0.9 million to $1.7 million for the nine months ended March 31, 2005, from $0.8 million for the nine months ended March 31, 2004. We launched a marketing campaign in November 2004 aimed at the South Florida Hispanic market. The campaign advertises through diverse media channels such as television, radio, flyers and print and is expected to increase our presence in the U.S. market.

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The balance of our revenue was derived from our Yak for Business division and Contour Telecom Inc. subsidiary. Yak for Business contributed revenue of approximately $8.3 million in the nine months ended March 2005 which represented a decrease of $0.7 million from the comparable nine month period in 2004. A large portion of the decline resulted from the reduction of rates charged to customers for EAS services, long distance and toll free services, to remain competitive in the marketplace. Yak for Business is important to our long-term strategy and we intend to focus on growth opportunities in the small and medium business market. Contour Telecom revenue was essentially unchanged at $4.3 million for the nine months ended March 31, 2005 when compared to revenue for the first three quarters of 2004.

On September 8, 2004 we announced the availability of WorldCity VoIP^™ — our basic VoIP offering to the residential market. Revenue associated with this product is currently insignificant; however, in January 2005 we launched a strategic marketing campaign aimed at capturing share of the VoIP long distance market. We view this product as the next generation telecommunication service and believe its growth can transition the Company from its origins as a dial-around service provider. It is anticipated that in the future, an increasingly significant proportion of Yak’s total revenues will be derived VoIP related products and value-added services.

Cost of Revenue

Cost of revenue increased 8.3% to $43.2 million for the nine months ended March 31, 2005 from $39.9 million for the nine months ended March 31, 2004. As a percentage of sales, cost of revenue was 62.4% as compared to 65.9% for the nine months ended March 31, 2004. Despite the decline in ARPM (discussed above), margins improved as a result of the increased utilization of our leased line network. We continue to “build out” the network, which enables us to bring a greater share of traffic onto our own network, resulting in a higher utilization of fixed-cost access lines. As a result of the continual downward pressure on the price of long distance telephony, we are utilizing real-time, least cost routing algorithms and contracting with various carriers to efficiently and effectively manage direct costs.

The table below presents a breakdown of the cost of revenue of our core dial-around business into its long distance and other components ending third quarter of each of the last three fiscal years (all amounts in U.S. dollars):

Breakdown of Cost of Revenue for Core Revenue

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Cost of revenue in our dial-around business is comprised primarily of the cost of long distance services, fees for the processing and transporting of our calls and fixed and variable line access costs. The cost of the pure long distance component of services has amounted to $16.4 million or 29.1% for the nine months ended March 31, 2005, as compared to $17.2 million or 36.5% for the nine months ended March 31, 2004. The cost of the “Other” component of services has increased to 30.8% for the nine months ended March 31, 2005, from 27.8% for the nine months ended March 31, 2004.

Gross Margins

Our overall gross margin rate increased for the nine months ended March 31, 2005 to 37.6% versus 34.1% for the nine months ended March 31, 2004. The gross margin for the core dial-around business was 40.1% for the nine months ended March 31, 2005, as compared to 35.7% for the nine months ended March 31, 2004. While we do not anticipate that there will be significant erosion in our core margins in the short term as we continue to optimize our network efficiency and control direct costs through on-going negotiations with various carriers, there can be no assurance that declines in our gross margins will not occur.

The gross margin rate for Yak for Business was 25.4% for the nine months ended March 31, 2005, as compared to 28.1% for the nine months ended March 31, 2004. [This trend is primarily the result of decreases in the gross margin of our local service and extended service area offerings]. Contour Telecom gross margin rate was 25.3% for the nine months ended March 31, 2005, compared to 26.6% for the nine months ended March 31, 2004. This decrease in gross margin is largely the result of lower margin earned on long distance and toll free services from a particular customer, based on a renegotiated contract.

General & Administration Expenses

General and administration expenses (“G&A”) increased 63.9% to $13.2 million for the nine months ending March 31, 2005, from $8.0 million for the nine months ending March 31, 2004. The increase of G&A of $5.2 million can be attributed mainly to increases of salaries and benefits ($2.6 million), professional fees & consulting ($0.8 million), investor relations ($0.2 million), occupancy and office related expenses ($0.5 million), impairment on loan receivable from joint venture ($0.5 million), increase in internet and website hosting ($0.3 million), and other general and administration expenses ($0.3 million).

The largest component of the increase in G&A was salaries, a result of hiring additional members of the senior management team and customer service representatives to support the growth of the business in fiscal 2005. To facilitate our future growth, we added several executives with extensive telecommunications experience to our management team. Additionally, as we move into new markets and introduce new products, we have invested in the front-line customer support organization. We believe that customer service has been a key factor which differentiates our Company and we expect that it will continue to be so in the future.

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Professional fees and consulting increased $0.6 million or 50.0% to $1.8 million for the nine months ended March 31, 2005. The increase in expense is a result of tax compliance and other legal matters related to the introduction of our products into the U.S. market; costs incurred as a result of issues related to the accounting treatment used with respect to a historical software transaction; fees incurred for Sarbanes-Oxley compliance; as well as fees in connection with regulatory matters and the fees associated with exploring our new acquisition opportunities. As we continue to evaluate potential acquisitions, become more involved in regulatory proceedings, and launch new products, we do not anticipate a significant reduction in future legal expenses.

Expenditures for occupancy and office related expenses increased by $0.5 million for the nine months ended March 31, 2005 as a result of the consolidation to our new offices at 300 Consilium Place in Toronto, Ontario. We would anticipate that our needs for more space in the future would increase to match the ultimate growth of our business.

Sales & Marketing

Sales and marketing expenses increased to $4.6 million for the nine months ended March 31, 2005 from $3.2 million for the nine months ended March 31, 2004. The cost of advertising in our Canadian territory decreased $1.5 million to $1.5 million for the nine months ended March 31, 2005; however, advertising costs increased by $2.9 million in the U.S. market. It is management’s intention to significantly increase the amount of advertising in the U.S. market to support the launch of our 1+ service and increase brand recognition through our focused campaign of flyers, TV commercials and internet-based advertising.

Interest on Note Payable and Income from Joint Venture Agreement

Interest and discount amortization expense for the nine months ended March 31, 2005 related to the long-term note was $0.7 million. Income earned under the joint venture agreement for the nine months ended March 31, 2005 was $0.3 million. See “Significant Transactions, Subsequent Events and Financial Restatements,” above.

Financing

Accounts receivable financing costs related to the factoring of our trade accounts receivable were $0.3 million for the nine months ended March 31, 2005 a decrease of $0.2 million when compared to the nine months ended March 31, 2004. The increase in the growth of the business and the associated growth in the amount of financed receivables was offset by the decrease in the interest rate charged. Though we receive relatively favorable terms under the factoring arrangement, we are reviewing its program of receivable factoring, given the amount of cash on hand at the present time.

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Organizational & Startup Costs

Organizational and start-up costs for the continued development of our VoIP initiative were $0.7 million for the nine months ended March 31, 2005. These costs were composed primarily of employee-related expenses ($0.3 million), occupancy and office related expenses ($0.1 million), and legal fees ($0.3 million). The VoIP product was announced on September 8, 2004 and as we continue to further develop the product we anticipate there will be further organizational and startup costs related to this business.

Depreciation & Amortization

Depreciation and amortization decreased $0.2 million, or 10%, to $2.0 million for the nine months ended March 31, 2005, as compared to $2.2 million for the nine months ended March 31, 2004. The decrease was a result of the accelerated write-down on the older Harris switch technology that occurred during fiscal 2004. We anticipate that depreciation will increase in the future as the demand for further equipment to support our new products materializes. Amortization of customer lists for the period was $0.4 million.

Liquidity and Capital Resources

Historically, Yak’s liquidity requirements arise from cash used in operating activities, purchases of capital assets, investments in new businesses and interest and principal payments on outstanding indebtedness. To date, we have financed our growth through cash provided by operations, the private placement of equity securities, borrowings, accounts receivable financing, vendor financing and capital lease financing.

For the nine months ended March 31, 2005, net cash provided from operating activities decreased by $7.7 million to $3.4 million, as compared to $11.1 million for the nine months ended March 31, 2004. This was principally due to a decrease in trade accounts receivable of $0.8 million, and a $1.9 million decrease in the amount due to carriers. In addition, there was a change in deferred income taxes of $1.3 million which was primarily caused by a decrease in the future tax adjustment for non-capital losses of [$0.7 million], a decrease in the future tax adjustment for capital assets of [$0.5 million] and an [increase] in the loss carryforward from U.S. operations of [$0.7 million].

Net cash used in investing activities was $4.5 million for the nine months ended March 31, 2005, as compared to $10.8 million used for the nine months ended March 31, 2004. Of the $10.8 million used in the first three fiscal quarters of 2004, $5.5 million was attributable to the purchase of Contour Telecom Inc. For the nine months ended March 31, 2005, the Company used cash for the acquisition of property and equipment of $3.7 million. It is expected that we will continue to add to our network and network equipment in the coming year to support the growth of the business. Additionally, the Company continues to actively pursue potential acquisitions which we believe will be accretive in nature to our existing business.

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Net cash used in financing activities was $1.2 million for the nine months ended March 31, 2005, as compared to $16.3 million provided by financing activities for the nine months ended March 31, 2004 due to issuance of common shares in the third quarter of fiscal 2004.

Significant commitments that will require the use of cash in future periods include obligations under operating leases, capital leases, advances under contract and other agreements, as shown in the following table (in millions):

Payments Due by Period

As a result of the continued convergence of voice and data, we believe the introduction of our VoIP product is significant because it is expected to provide the Company a vehicle for future growth. As broadband services gain a critical level of acceptance in the marketplace, the ability to bundle other services with this core offering will become the most important distinguishing factor among competitors in the industry. We plan to continue to review and, where appropriate, augment our core offerings with value-added services that are priced competitively and address the demands of the market.

United States. During the nine months ended March 31, 2005, we continued to take significant actions to revise and re-launch the development of our dial-around business in the United States. As a result, we lost approximately $6.0 million in the U.S. market during this period. We spent material amounts on marketing, salaries, occupancy costs and legal fees (as described above) in the U.S. Most of these expenses are expected to recur and increase in the foreseeable future as we continue to invest in the development of our U.S. operations. As a result, we expect to experience continued and increasing losses in the U.S. until we succeed in developing those operations. This activity reflects our decision to acquire U.S. customers through organic growth, while continuing to look for possible synergistic acquisitions in the U.S. market. As a result of the increased expenditures in the U.S. our revenues increase by 267% from $0.3 million in the third quarter of 2004 to $1.1 million for the quarter ended March 31, 2005. We believe that our current operations in Canada will be able to continue to generate sufficient cash to meet our obligations and support the growth of the U.S. business.

We believe that we currently possess, or if necessary, have the ability to obtain, adequate resources to fund our ongoing operating requirements, future capital expenditures related to the expansion of existing business, and development of new products, systems and technologies. Additionally, management is not aware of any current trends, events, demands, commitments, or uncertainties which reasonably can be expected to have a material impact on the liquidity, capital resources, financial condition, or results of the Company’s operations.

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Critical Accounting Policies

The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (“GAAP”), requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

This listing of critical accounting policies is not intended to be a comprehensive list of all of the Company’s accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with no need for management’s judgment regarding accounting policy. We believe that of our significant accounting policies, as discussed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K, for the year ended June 30, 2004, the following accounting policies involve a higher degree of judgment and complexity:

Allowance for Doubtful Accounts

As of March 31, 2005, we had $16.8 million of gross trade accounts receivable with a recorded allowance for doubtful accounts of $0.3 million. The Company reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, analyses of receivable portfolios by business unit and by reviewing specific accounts and makes adjustments in the allowance as necessary. Changes in economic conditions or dramatic changes in the telecommunications industry could have an impact on the collection of receivable balances or future allowance considerations.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes” which requires an asset and liability approach to financial accounting and reporting for income taxes. We have generated deferred income tax liabilities primarily due to the accounting basis of our assets exceeding the tax basis of those same assets. These liabilities are offset by certain net operating loss carryforwards that are available for twenty years from the date incurred and which begin to expire in the year 2023. The ability of the Company to fully utilize these net operating loss carryforwards is highly dependent on our ability to generate future income in the tax jurisdictions that the losses originated. If these estimates and assumptions change in the future, we will be required to adjust our deferred tax valuation allowances.

The Company’s income tax accounts reflect estimates of the outcome or settlement of various asserted and unasserted income tax contingencies including tax audits and administrative appeals. At any point in time, several tax years may be in various stages of audit or appeals or could be subject to audit by various taxing jurisdictions. This requires a periodic identification and evaluation of significant doubtful or controversial issues, both individually and in the aggregate. The results of these audits, appeals, or expiration of the statute of limitations could affect our prior estimates for income tax accounts.

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The effective income tax rate in any period may be materially impacted by the overall level of income (loss) before income taxes, the jurisdictional mix and magnitude of income (loss), changes in the income tax laws (which may be retroactive), changes in the expected outcome or settlement of an income tax contingency, changes in the deferred tax valuation allowance, and adjustments of a deferred tax asset or liability for enacted changes in tax laws or rates.

Customer Lists

As of March 31, 2005, the Company recorded customer lists at a net book value of $2.2 million, representing the unamortized cost of customer lists purchased as part of the Argos (now Yak for Business) and Contour acquisitions in August 2003 as well as the customer base purchased from Navigata Communications Ltd. In March 2005, as discussed above. Customer lists are amortized on a straight-line basis over five years, which represents the estimated customer life-cycle in the telecom industry. If the retention rate for acquired customers is less than initially estimated, accelerated amortization or impairment may be necessary.

Impairment of Long-lived Assets and Goodwill

As of March 31, 2005, the Company’s long-lived assets were comprised primarily of $22.8 million of property and equipment and $0.5 million of goodwill. We estimate useful lives on property and equipment using assumptions based on historical data and industry trends. Impairment is recorded on long-lived assets when assets are identified for disposal and if the carrying value of the long-lived asset exceeds its anticipated undiscounted future net cash flows. Impairment is recorded on goodwill when the carrying value of a reporting unit exceeds the anticipated undiscounted future net cash flows of that reporting unit.

The determination and measurement of an impaired loss requires the continuous use of significant judgments and estimates. The Company’s assumptions related to estimates of future cash flows are based on historical results of cash flows adjusted for management projections for future periods taking into account known conditions and planned future activities. The Company’s assumptions regarding the fair value of its long-lived assets and goodwill are based on the discounted future cash flows. Future events may result in differences in management’s judgments and estimates. Factors that could result in increased future impairment charges include increases in interest rates, which would impact discount rates; unfavorable economic conditions or other factors, such as a change in our expectations for growth and public acceptance of IP telephony technology, which could decrease revenues and profitability; and changes in the Company’s cost structure.

Estimating Fair Value

We estimated the fair value of the assets and liabilities associated with the purchase of certain “next generation” telecommunications software from Consortio, Inc and Convenxia Limited noted above, based on the related estimated cash flows. Statement of Financial Accounting Concepts No. 7 (SFAC No. 7) provides a framework for using future cash flows and present value as the basis for

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accounting measurements of fair value. When observable marketplace-determined values are not available, discounted cash flows are often used to estimate fair value. In accordance with SFAC No. 7, the Company used the expected cash flow approach to estimate fair value, focusing on explicit assumptions about the range of possible cash outcomes and their respective probabilities.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets”, which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 will be effective for nonmonetary transactions occurring after June 15, 2005. The Company does not expect the adoption of SFAS No. 153 will have a material impact on the consolidated financial statements.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123 (revised 2004) “Share-Based Payment”, which is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.” Statement 123 (R) supersedes Accounting Principal Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees”, and amends FASB No. 95, “Statement of Cash Flows”. Generally, the approach to accounting in Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Currently the Company accounts for these payments under the intrinsic value provisions of APB No. 25 with expense recognition in the financial statements for the difference between the strike price and market value on the date the option was granted. Statement 123 (R) is effective for the Company beginning July 1, 2005. The Statement offers several alternatives for implementation. At this time, management has not made a decision as to the alternative it may select. Upon the adoption of SFAS 123R, the Company will be required to apply the provisions of the statement prospectively for any newly issued, modified or settled award after the date of initial adoption. As the Company currently uses the intrinsic value method to value the Options, the fair value assigned to any newly issued, modified or settled awards after the adoption of SFAS 123R is expected to be significantly greater due to the differences in valuation methods.

In September 2004 the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 04-10, “Determining Whether to Aggregate Operating Segments that Do Not Meet the Quantitative Thresholds”. Paragraph 17 of Statement 131 permits two or more operating segments to be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of Statement 131, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

a. The nature of the products and services

b. The nature of the production processes

c. The type or class of customer for their products and services

d. The methods used to distribute their products or provide their services

e. If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

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The Task Force reached a consensus on September 30, 2004 that operating segments which do not meet the quantitative thresholds can be aggregated only if aggregation is consistent with the objective and basic principles of Statement 131, the segments have similar economic characteristics, and the segments share a majority of the aggregation criteria listed in (a)–(e) of paragraph 17 of Statement 131.

The guidance is applicable for reporting periods after October 13, 2004. The corresponding information for earlier periods, including interim periods, should be restated unless it is impractical to do so. The Company does not expect the adoption under the final consensus to have a material impact on the presentation of the Company’s consolidated financial statements.

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003) (“FIN46-R”), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46-R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN” 46”), which was issued in January 2003. FIN 46-R requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. The provisions of FIN 46-R are effective immediately to those entities that are considered to be special-purpose entities. For all other arrangements, the FIN 46-R provisions are required to be adopted at the beginning of the first interim or annual period ending after March 15, 2004. As of June 30, 2004 the Company does not believe it is a party to transactions contemplated under FIN 46-R.

In November 2003, the Emerging Issues Task Force (“EITF”) reached an interim consensus on Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments, to require additional disclosure requirements for securities classified as available-for-sale or held-to-maturity for fiscal years ending after December 15, 2003. In March 2004, the EITF reached a final consensus on this Issue, to provide additional guidance, which companies must follow in determining whether investment securities have an impairment which should be considered other-than-temporary. The guidance is applicable for reporting periods after June 15, 2004. The effective date of the guidance in EITF 03-01 has been delayed until the FASB issues a Staff Interpretation on this matter. The delay does not have a specified date. Until an effective date is determined, existing guidance continues to apply in determining if an impairment is other than temporary. The guidance in EITF 03-01 that was delayed would require making an evidence-based judgment about a recovery of fair value back up to the cost of the investment, considering the severity and duration of the impairment, and about the investor’s ability and intent to hold the investment for a reasonable period of time until the time of the forecasted recovery. The Company does not expect the adoption under the final consensus to have a significant impact on the Company’s consolidated financial statements.

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Special Note Regarding Forward Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations, and are not strictly historical statements. Forward-looking statements include, without limitation, statements set forth in this document and elsewhere regarding, among other things:

Risk Factors

Our actual results could differ materially from those expressed or implied in the forward-looking statements. Important assumptions and other important factors that could cause our actual results to differ materially from those in the forward-looking statements, include, but are not limited to:

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Industry trends and specific risks may affect our future business and results. The matters discussed below could cause our future results to differ from past results or those described in forward-looking statements and could have a material adverse effect on our business, financial condition, results of operations and stock price.

We have restated certain of our historical financial statements.

We have requested guidance from the OCA with respect to the proper accounting treatment of a historical software acquisition transaction. Pending final guidance, we have restated certain of our prior period financial statements based on our initial discussions with the OCA regarding this transaction. While we do not believe that these restatements will have any material effect on our current or future operating results, and there have been no suggestions of improprieties or misconduct by management, any restatement (or public announcement of a possible restatement) could have an adverse impact on the trading price of our common stock which could compromise our ability to raise additional money to fund our planned expansion. In addition, there will be a period of time in which investors will not be able to rely upon our historical financial statements which may negatively impact investor confidence. This may lead to a loss of current or prospective investors, which could materially harm our future business prospects.

Our common stock may be delisted from the Nasdaq National Market.

If we fail to demonstrate compliance with applicable Nasdaq rules, our common stock may be delisted from trading from the Nasdaq National Market, which could materially adversely affect the trading price and volumes of our common stock regardless of our actual results of operations. Also,

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the coverage of Yak by securities analysts may decrease or cease entirely. Public announcements regarding the possible delisting of our common stock could result in extreme price and volume fluctuations that are unrelated or disproportionate to our actual operating performance. In addition, the delisting of our common stock would impair the liquidity of our common stock and there is no assurance that a market would exist for our common stock. This would limit our potential to raise future capital through the sale of our securities, which could have a material adverse effect on our future business prospects.

Our future growth depends on our ability to attract new customers.

Our success will depend on our ability to effectively anticipate and adapt to customer requirements and offer products and services that meet customer demands. Any failure of our current or prospective customers to purchase products from us for any reason, including a downturn in their economic fortunes, would seriously harm our ability to grow our business. Increasingly, our growth will depend on our ability to successfully fund and develop and introduce new and enhanced products. The development of new or enhanced products is a costly, complex and uncertain process that requires us to anticipate accurately future technological and market trends. We cannot be sure whether our new product offerings will be successfully developed and introduced to the market on a timely basis, or at all. If we do not develop these products in a timely manner, our competitive position and financial condition could be adversely affected.

In addition, as we introduce new or enhanced products, we must also manage the transition from older products to newer products. If we fail to do so, we may disrupt customer ordering patterns or may not be able to ensure that adequate supplies of new products can be delivered to meet anticipated customer demand. Any failure to effectively manage this transition may cause us to lose current and prospective customers.

Our business is dependent upon our ability to keep pace with the latest technological changes.

The international telecommunications industry is changing rapidly due to deregulation, technological improvements, and expansion of telecommunications infrastructure, privatization and the globalization of national economies. There can be no assurance that one or more of these factors will not vary in a manner that could have a material adverse effect on us. In addition, deregulation of any particular market may cause such market to shift unpredictably. There can be no assurance that we will be able to compete effectively or adjust our contemplated plan of development to meet changing market conditions. The market for our services and the telecommunications industry generally is in a period of rapid technological evolution, marked by the introduction of new product and service offerings and increasing transmission capacity for services similar to those provided by us. Failure to respond in a timely and cost-effective way to these technological developments could result in serious harm to our business and operating results. We have derived, and we expect to continue to derive, a substantial portion of our revenues from providing telecommunications services that are based upon current technologies which are capable of adapting to future technologies. As a result, our success will depend, in part, on our ability to afford the cost of acquiring new hardware and software associated with new technologies, develop and market service offerings that have significant customer

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demand, respond in a timely manner to the technological advances of our customers, evolving industry standards and changing client preferences. Our profitability will depend on our ability to offer, on a timely and cost-effective basis, services that meet evolving industry standards. There can be no assurance that we will be able to access or adapt to such technological changes at a competitive price, maintain competitive services or obtain new technologies on a timely basis or on satisfactory terms.

The increase of services offered by our competitors could adversely impact our business.

Recently, telecommunications providers have increased the range of telecommunication services they offer to customers. This activity and the potential continuing trend towards offering new services may lead to a greater ability among our competitors to provide a comprehensive range of telecommunications services, which could lead to a reduction in demand for our services. Moreover, by offering certain services to end users, competitors could reduce the number of our current or potential customers and increase the bargaining power of our remaining customers, which may adversely impact our business.

Our business is susceptible to severe pricing pressures from the larger carriers.

The long distance telecommunications industry is significantly impacted by the marketing campaigns and associated pricing decisions of the larger carriers. There has been downward pressure on prices in the industry in recent years, a trend that we expect to continue. Our competitors within the Canadian market include BCE, Telus, and Allstream. More recently, Canada’s large cable operators have launched or are expected to launch bundled VoIP/long distance services and Canada’s largest cable operator, Rogers Cable, recently announced that it has made an offer to purchase Sprint Canada (Canada’s largest alternative long distance carrier). Additionally, as we launch our products into the U.S. market, our competitors will expand dramatically and will likely include AT&T, MCI, Sprint, the RBOCs, and the major wireless carriers. We would also expect that the competition will be intense in certain emerging markets including that associated with our VoIP product. Many of our competitors are significantly larger than we are and have substantially greater financial, technical and marketing resources, larger networks, a broader portfolio of service offerings, greater control over transmission lines, stronger name recognition and customer loyalty, and long-standing relationships with our target customers. As a result, our ability to attract and retain customers particularly in the United States may be adversely affected.

The success of our broadband initiative is dependent on growth and public acceptance of IP telephony as well as our ability to adapt to rapid technological changes in IP telephony.

The development of broadband telephony in Canada and the United States is in its nascent stages. It is uncertain as to how competition in our markets for telephony opportunities provided by broadband applications will develop. The financial models for return on pricing, capital expenditures and return on investment have not been fully developed so it is difficult to gauge what applications will be financially successful. The success of our broadband initiative is dependent upon future

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demand for IP telephony systems and services which, in turn, will depend on a number of factors including IP telephony achieving a similar level of reliability that users of the public switched telephone network have come to expect from their telephone service. IP telephony service providers must offer cost and feature benefits to their customers that are sufficient to cause the customers to switch away from traditional telephony service providers. If any or all of these factors fail to occur, our broadband business may not grow.

The regulatory environment for VoIP.

At this time, indications are that regulators in Canada, The Canadian Radio-television and Telecommunications Commission (“CRTC”), and the Federal Communications Commission (“FCC”), will impose 9-1-1 and other local service obligations on VoIP providers such as Yak. As a result, the VoIP market may evolve towards a primary line replacement service as opposed to a second line/nomadic service. Recently, the CRTC released two decisions on a regulatory framework for VoIP services. It affirmed its preliminary position that VoIP services that provide subscribers with access to and/or from the PSTN and the ability to make and/or receive local telephone calls are to be regulated as local exchange services. Therefore, existing regulatory requirements would apply depending on the class of service provider. This approach will allow Yak to offer VoIP services as a local reseller with minimal regulatory requirements and Yak’s competitors in Canada, particularly the incumbent carriers, will be regulated to a much greater degree (e.g. ILECs will be required to file tariffs and not price their service below cost). Although Yak views this decision as positive, it will still be required to develop and implement local service features (such as basic 911, privacy obligations) that will increase Yak’s costs – both capital and incremental – to provide VoIP services.

The FCC is expected to soon release a decision on VoIP 911 obligations. VoIP providers may be required to offer 911 service on a carrier-grade level, which would require Yak to upgrade its underlying infrastructure in the United States. In other respects, to date, the FCC has treated Internet service providers as information service providers and has preempted state jurisdiction (although that ruling has been appealed). Information service providers are currently exempt from federal and state regulations governing common carriers, including the obligation to pay access charges and contribute to the universal service fund. If the FCC were to determine that VoIP service providers, or the services they provide, are subject to FCC regulation, including the payment of access charges and contribution to the universal service funds, it could have a material adverse affect on our broadband initiative. In addition, state regulatory authorities may determine that IP telephony service should be subject to local regulation, certification and fees. The effect of potential future VoIP telephony laws and regulations on our broadband initiative in the United States cannot yet be determined.

Any future acquisitions could be difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

We intend to expand our operations through acquisitions over time. This may require significant management time and financial resources because we may need to integrate widely dispersed operations with distinct corporate cultures. Our failure to manage future acquisitions successfully could seriously harm our operating results. Also, acquisition costs could cause our

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quarterly operating results to vary significantly. Furthermore, our stockholders would be diluted if we financed the acquisitions by incurring convertible debt or issuing securities.

The current expansion of the Company will continue to put pressure on management.

Our continued growth and expansion may place a significant strain on our management, operational and financial resources, and increase demand on our systems and controls. We entered the SME market in July of 2003 launched our VoIP service and expanded into the U.S. 1+ market in the fall of 2004. To manage our growth effectively, we must continue to implement and improve our operational and financial systems and controls, purchase and utilize other transmission facilities, and expand, train and manage our employee base. If we inaccurately forecast the movement of traffic onto our network, we could have insufficient or excessive transmission facilities and disproportionate fixed expenses. As we proceed with our development, operational difficulties could arise from additional demand placed on customer support, billing and management information systems, on our support, sales and marketing and administrative resources and on our network infrastructure.

We have a significant dependence on Transmission Facilities-Based Carriers.

We primarily connect our customers’ telephone calls through transmission lines that we lease under a variety of arrangements with other facilities-based long distance carriers. Many of these carriers are, or may become, our competitors. Our ability to maintain and expand our business depends on our ability to maintain favorable relationships with the facilities-based carriers from which we lease transmission lines and, where competitions in the underlying access facilities does not exist, regulators mandate non-discriminatory access to such facilities. If our relationship with one or more of these carriers were to deteriorate or terminate, it could have a material adverse effect upon our cost structure, service quality, network diversity, results of operations and financial condition. Similary, if regulators should prematurely deregulate this market, it could have a similar material adverse effect.

We are in an industry governed by significant governmental regulation.

The telecommunications industry is subject to constantly changing regulation. There can be no assurance that future regulatory changes will not have a material adverse effect on us, or that regulatory bodies will not raise material issues with regard to our compliance or noncompliance with applicable regulations, any of which could have a material adverse effect upon us. Although the regulatory environment in the United States is not finalized, VoIP could face material changes with regards to its regulatory framework that could result in additional fees or price structures that could have a material, adverse effect on our results.

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Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for companies such as ours. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest all appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Our quarterly results may fluctuate causing our stock price to decline.

A number of factors, many of which are outside of our control, are likely to cause these fluctuations. The factors outside of our control include:

The factors substantially within our control include:

Because our operating results may vary significantly from quarter to quarter, our operating results may not meet the expectations of securities analysts and investors, and our common stock could decline significantly which may expose us to risks of securities litigation, impair our ability to attract and retain qualified individuals using equity incentives and make it more difficult to complete acquisitions using equity as consideration.

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Our primary market risk exposures relate to changes in foreign currency exchange rates and to changes in interest rates.

Our international operations could subject us to risks due to currency fluctuations and changes in foreign government regulations, which could harm our business. Our current international (outside of Canada) operations, and any future expansion outside of Canada, are or will be subject to a number of risks, including changes in foreign governmental regulations and telecommunications standards, import and export license requirements, tariffs, taxes and other trade barriers, fluctuations in currency exchange rates, difficulty in collecting accounts receivable, the burden of complying with a wide variety of foreign laws, treaties and technical standards, difficulty in staffing and managing foreign operations, and political and economic instability.

The majority of our sales and expenses have been reported in U.S. dollars. However, the significant majority of our sales and expenses occur in Canada. As a result, currency fluctuations between the U.S. dollar and the Canadian currency could cause foreign currency translation gains or losses that we would recognize in the period incurred. We cannot predict the effect of exchange rate fluctuations on our future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. We do not currently engage in foreign exchange hedging transactions to manage our foreign currency exposure.

Our management has evaluated the effectiveness of our disclosure controls and procedures with the active participation of our Chief Executive Officer and Chief Accounting Officer as of the period ended March 31, 2005. The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. Based on our evaluation, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

There were no significant changes during the quarterly period covered by this report in our internal controls or in other factors that could significantly affect internal controls over financial reporting.

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PART II

OTHER INFORMATION

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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YAK COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

F-1

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YAK COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

F-2

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YAK COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these consolidated financial statements.

F-3

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YAK COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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YAK COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)