SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): March 1, 2000
VOIP TELECOM, INC.
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(Exact name of Registrant as specified in its charter)
000-28697
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(Commission file number)
Nevada 94-3342064
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation)
460-1301 Dove St., Newport Beach, CA 92660
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(Address of principal executive offices) (Zip code)
(604) 469-6957
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On March 1, 2000, VOIP Telecom, Inc. (the "Company") acquired 100% of the
issued and outstanding shares of International Communications and Equipment,
Inc. ("ICE") in exchange for 2,500,000 shares of the Company's common stock. ICE
is establishing an international telecommunications network using the Voice Over
Internet Protocol. ICE has recently received approval for a Russian joint
venture which will be serviced through a wholly-owned German subsidiary using
the latest in Clarent technology and equipment.
On April 14, 2000, the Company acquired 100% of the issued and outstanding
shares of Access Network Limited ("ANL") in exchange for 4,000,000 shares of the
Company's common stock. ANL is a telecommunications company formed in early 1999
to establish a Voice Over Internet Protocol network in various markets
throughout Asia. The Company has also committed itself to funding ANL with
$3,000,000 during 2000.
On April 24, 2000, the Company purchased 49% of Jaeil Engineering Co. Ltd.
("JEC") for $2,000,000 in cash and 2,900,000 shares of the Company's common
stock. JEC is a publicly traded Korean company. JEC owns 100% of the Nextelecom
Co. Ltd. as a company which has established an Internet Protocol network
servicing various markets throughout southeast Asia.
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 hereunto duly authorized.
VOIP TELECOM, INC.
By: /s/ Sandy Anderson
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Sandy Anderson, President
Date: June 8, 2000
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PURCHASE AGREEMENT
This Agreement is entered into the 24th day of April 2000, by and between VOIP
TELECOM, INC., a Nevada Corporation hereinafter referred to as "VOIP" and JAEIL
ENGINEERING CO., LTD., hereinafter referred to as "JAEIL" are the parties to
this agreement.
RECITALS
A. VOIP TELECOM, INC. is a publicly traded Nevada Corporation, trading symbol
"VOIP" having an office located at 1128-789 West Pender Street, Vancouver
BC, Canada V6C 1H2.
B. JAEIL ENGINEERING CO., LTD. is a publicly traded Korean company duly
incorporated in South Korea and having an office at 17th Floor, Shin Song
Bldg., 25-4 Yoido-Dong, Youngdeungpo-ku, Seoul, Korea 150-010.
C. VOIP TELECOM, INC. intends to build, implement, operate and manage a
consortium of high quality Internet Protocol (IP) networks, with a view to
obtaining a significant market share of international long distance
traffic.
D. JAEIL ENGINEERING CO., LTD. is 100% owner of NEXTELECOM CO., LTD. and
operates this company as a wholly-owned subsidiary. NEXTELECOM CO., LTD.
has established an Internet Protocol (IP) network servicing selected
countries and providing service through locations in South East Asia and
the Pacific. The technology to be used in this network is Voice over
Internet Protocol (VOIP) and the Company has in place International
Transport Service Agreement for termination of international traffic.
E. VOIP TELECOM, INC. is desirous of acquiring a 49% interest in the operating
entity NEXTELECOM CO. LTD. held by JAEIL ENGINEERING CO., LTD. by the
acquisition of 49% of the outstanding issued common shares NEXTELECOM CO.
LTD. on the following terms;
The 49% of NEXTELECOM CO. LTD. shares will be valued at US$4,900,000 and
will be purchased for the amount of US$2,000,000 in cash and the balance by the
issuance of "VOIP" shares having a face value of US$2,900,000 "VOIP" shares will
be priced at the average of the last 5 trading days prior to closing less a 20%
discount. These shares will be issued subject to Rule 144 bear a restrictive
legend and be issued as restrictive stock requiring a one year hold.
NOW THEREFORE, SUBJECT TO THE FOLLOWING CONDITIONS, COVENANTS AND WARRANTIES,
THE PARTIES AGREE AS FOLLOWS;
1. Purchase and Exchange;
NEXTELECOM CO. LTD. shareholders will exchange 49% of the capital stock of
NEXTELECOM CO. LTD which operates an international VoIP network in Korea. In
2000, with planned new additions to the network in South East Asia and the
Pacific, and new services to be implemented gross revenues are expected to
increase substantially. The Company will focus on pre paid roaming service
calling cards and will initiate VPN and UMS services. A valuation on the company
will be required at US$10,000,000.
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2. Consideration;
"VOIP" will purchase 49% of NEXTELECOM CO., LTD. for total consideration of
US$4,900,000 in cash. An option to acquire up to a further 21% of NEXTELECOM
CO., LTD. up to March 31, 2001 with consideration to be based on the same
valuation, with additional premium to be mutually agreed upon. This option is
sugject to Korean Government regulations allowing foreign ownership to exceed
50% of share issued. On receipt by "JAEIL" of the consideration paid, "JAEIL"
will subscribe for US$2,900,000 of common shares of VOIP TELECOM, INC. at a face
value of US$6.00 less a 20% discount for a net price of US$4.80. The number of
shares will be calculated on the face value of "VOIP" stock at US$6.00 less 20%
discount or an average of the last 5 trading days prior to closing date of 21
April, 2000, whichever is the lessor. "JAEIL" will be entitled to one Board of
Directors position on the Board of "VOIP".
3. Business Purpose;
The parties acknowledge that the purpose of the exchange is to further the
development of a global high quality Internet Protocol telecommunications
network. It is "VOIP"'s intent to raise additional capital to further develop
the business asset acquired. "VOIP" will invest up to US$1,000,000 within the
2nd quarter of 2000 for capital expansion and further infrastructure
development. "JAEIL" will also inject US$1,000,000 to NEXTELECOM CO. LTD.
representing minimum capital injections of US$2,000,000 within 2nd quarter of
2000, by the partners. It is understood that the partners will actively seek to
develop the business activities of NEXTELECOM CO. LTD. by leveraging on existing
strengths and Business sources. In addition, NEXTELECOM CO. LTD. undertakes to
actively pursue increasing business in and through North America for Korean
market and society. This expanded business niche may represent a substantial
capital investment which will be favorably considered by "VOIP".
4. Except Transaction;
The parties acknowlege and agree that any transfer of the securities
pursuant to this Purchase Agreement will constitute an except isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State Securities Law.
5. Transfer of Securities;
The parties acknowledge that the Board of Directors of "VOIP" and "JAEIL"
have approved the terms and conditions of the purchase.
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6. Default;
In the event that any party defaults in performing any of its duties or
obligations under the Purchase Agreement, the party responsible for such default
shall pay costs incurred by any other party in enforcing its rights under this
agreement, or in obtaining damages for such fees, whether incurred through legal
action or otherwise and whether incurred before, or after judgement.
7. Notice;
Any notice or correspondence required or permitted to be given under this
Agreement may be given personally to an individual party or to an officer or
registered agent of a corporate party, or any be given by depositing such notice
or correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address;
VOIP TELECOM, INC.
Beruschi & Company
Barristers & Solicitors
501-905 West Pender Street
Vancouver BC, V6C 1L6
JAEIL ENGINEERING CO., LTD.
17th Floor, Shin Song Building
25-4 Yoido-Dong, Youngdeungpo-ku,
Seoul 150-010, Korea
Any notice given shall be deemed to be delivered on the date such notice is
deposited in the U.S. mail. Any party may change its address for purposes of
this agreement by giving written notice to the other parties as provided above.
8. Binding;
This agreement shall be binding upon the parties hereto and upon their
respective heirs, representatives, successors and assigns.
9. Governing Law;
This Agreement shall be governed by and construed under the laws of the
Government of country where such matter or matters arise.
10. Employment;
It is expected that all employment contracts will be required to be
maintained and that VOIP TELECOM, INC. through a wholly-owned Singapore company
would offer additional termination points for new business to be conducted
through NEXTELECOM CO., LTD. existing and new users.
<PAGE>
11. Authority;
The officers executing this Agreement on behalf of corporate parties
represent that they have been authorized to execute this Agreement pursuant to
resolutions of the Board of Directors of their respective corporations.
12. Signatures;
This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of Reorganization as of
the date and year first written above.
VOIP TELECOM, INC. JAEIL ENGINEERING CO., LTD.
/s/ Alexander Anderson /s/ Hee Dong Yoo
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Mr. Alexander Sandy Anderson Mr. Hee Dong Yoo
President Vice Chairman
<PAGE>
PURCHASE AGREEMENT
This agreement is entered into the 1st day of March 2000 by and between
PRESIDENT'S TELECOM, INC., a Nevada Corporation hereinafter referred to as
"PRTE" and INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC. a Nevada corporation,
hereinafter referred to as "ICE" are the parties to this agreement.
RECITALS
A. PRESIDENT'S TELECOM, INC. is a publicly traded Nevada Corporation, trading
symbol "PRTE": having an office located at 1128-789 West Pender Street,
Vancouver BC, Canada V6C 1H2.
B. INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC. is a privately held United
States company duly incorporated in the State of Nevada and having an
office at 12865 N.E. 85th Street, Suite 362, Kirkland WA 98033 USA.
C. PRESIDENT'S TELECOM, INC., intends to build, implement, operate and manage
a consortium of high quality Internet Protocol (IP) networks, with a view
to obtaining a significant market share of international long distance
traffic.
D. INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC., intends to establish an
International Telecommunications network and become a leader in telecom
converging conductivity solutions. The technology to be used in this
network is Voice Over Internet Protocol (VOIP) and the company is pursuing
a number of international joint venture partnering arrangements to provide
network services. In the first of such ventures a contract has been
approved for a Russian joint venture. The project will be serviced through
a wholly owned subsidiary in Germany using the latest in Clarent technology
and equipment. It is expected that network traffic could be able to achieve
up to 500,000,000 minutes per year.
E. PRESIDENT'S TELECOM, INC. is desirous of acquiring all interests held by
INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC., by the acquisition of all
outstanding issued common shares of INTERNATIONAL COMMUNICATIONS &
EQUIPMENT, INC. on the following terms:
The holders of "ICE" shares will exchange their shares, pro rata for an
equivalent amount of "PRTE" shares in the amount of 2,500,000. These shares
would be issued under Rule 144 and be restricted for trading for a period
of One year from issuance. A second share installment will be available, to
be issued on the following earn out program. "ICE" shareholders would
receive an additional one share of "PRTE" for each United States Dollar
value of net income generated by the operating entity to a maximum of
2,500,000 additional shares. Such additional shares would be issued as
restricted (rule 144) stock and would be issued quarterly, based on
management prepared financial statements being completed.
<PAGE>
NOW THEREFORE, SUBJECT TO THE FOLLOWING CONDITIONS, COVENANTS AND WARRANTIES,
THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Exchange:
"ICE" shareholders will exchange 100% of the capital stock of International
Communication and Equipment Corporation, which represents all ownership of the
assets of that company and certain other assets held by LITEWAVE CORPORATION, as
described in schedule "A".
2. Consideration:
"PRTE" will issue instructions to its Transfer Agent to exchange for all
outstanding shares of "ICE", "PRTE" common shares in the amount of 2,500,000.
These shares will be issued as RESTRICTED STOCK.
3. BUSINESS PURPOSE:
The parties acknowledge that the purpose of the exchange is to further the
development of a global high quality Internet Protocol Telecommunications
Network. It is PRESIDENT'S TELECOM, INC.'s internet to raise additional capital
to further develop the business asset acquired.
4. EXEMPT TRANSACTION.
The parties acknowledge and agree that any transfer of the securities
pursuant to this Purchase Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State Securities Law.
5. TRANSFER OF SECURITIES:
The parties acknowlege that the Board of Directors of PRESIDENT'S TELECOM,
INC. and INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC., have approved the terms
and conditions of the purchase.
6. DEFAULT:
In the event that any party defaults in performing any of its duties or
obligations under the purchase agreement, the party responsible for such default
shall pay costs incurred by any other party in enforcing its rights under this
agreement, or in obtaining damages for such fees, whether incurred through legal
action or otherwise and whether incurred before, or after judgement.
7. NOTICE:
Any notice or correspondence required or permitted to be given under this
Agreement may be given personally to an individual party or to an officer or
registered agent of a corporate party, or may be given by depositing such notice
or correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address:
PRESIDENT'S TELECOM, INC.
INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC.
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Any notice given by mail shall be deemed to be delivered on the date such notice
is deposited in the U.S. mail. Any party may change its address for purposes of
this agreement by giving written notice to the other parties as provided above.
8. BINDING:
This agreement shall be binding upon the parties hereto and upon their
respective heirs, representatives, successors and assigns.
9. GOVERNING LAW:
This agreement shall be governed by and construed under the laws of the
State of Nevada.
10. EMPLOYMENT:
Mr. Ken Martin will enter into a consulting contract with "PRTE" to provide
service to "ICE" on the basis contained in that agreement.
11. AUTHORITY:
The officers executing this Agreement on behalf of corporate parties
represent that they have been authorized to execute this Agreement pursuant to
resolutions of the Board of Directors of their respective corporations.
12. SIGNATURES:
This agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of Reorganization as of
the date and year first written above.
PRESIDENT'S TELECOM, INC.
___________________________
President
INTERNATIONAL COMMUNICATIONS & EQUIPMENT, INC.
__________________________
President & C.E.O.
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PURCHASE AGREEMENT
This Agreement is entered into the ____ day of March 2000, by and between
PRESIDENT'S TELECOM, INC., a Nevada Corporation hereinafter referred to as
"PRTE" and ACCESS NETWORK LTD. hereinafter referred to as "ACCESS" are the
parties to this agreement.
RECITALS
A. PRESIDENT'S TELECOM, INC. is a publicly traded Nevada Corporation, trading
symbol "PRTE" having an office located at 1128-789 West Pender Street,
Vancouver BC, Canada V6C 1H2.
B. ACCESS NETWORK LIMITED is a privately held British Virgin Islands
International Business Company duly incorporated in the British Virgin
Islands under the name of Starnet Communications Limited on 21 September,
1999 and undergoing a name change to Access Network Limited on 14 October,
1999.
C. PRESIDENT'S TELECOM, INC. intends to build, implement, operate and manage a
consortium of high quality Internet Protocol (IP) networks, with a view to
obtaining a significant market share of international long distance
traffic.
D. ACCESS NETWORK LIMITED intends to establish an Internet Protocol (IP)
network servicing selected countries and providing service throughout Asia,
including the addition of a license for Singapore termination. The
technology to be used in this network is Voice Over Internet Protocol
(VOIP) and the company's business plan calls for a network to be
established to handle over 400 million voice minutes annually. The expected
annual gross revenues for operations is projected to be in excess of
$30,000,000US. The company will utilize the latest telecommunication
technology and equipment to build up the network.
E. PRESIDENT'S TELECOM, INC. is desirous of acquiring all interests held by
ACCESS NETWORK LIMITED by the acquisition of all outstanding issued common
shares of Access on the following terms: The holder of ONE Access Network
Limited share will exchange their share for 4,000,000 "PRTE" common shares.
These shares would be issued under Rule 144 and be restricted for trading
for a period of One year from issuance.
NOW THEREFORE, SUBJECT TO THE FOLLOWING CONDITIONS, COVENANTS AND WARRANTIES,
THE PARTIES AGREE AS FOLLOWS;
1. Purchase and Exchange;
Access shareholders will exchange ONE share of the capital stock of ACCESS
NETWORK LIMITED which represents all ownership of the assets of Access. Schedule
"A" represents all assets of Access.
<PAGE>
2. Consideration;
"PRTE" will issue instructions to its Transfer Agent to exchange ONE
outstanding shares of "ACCESS", FOR 4,000,000 (Four Million) "PRTE" common
shares, and issue these shares as REGISTERED STOCK.
"PRTE" will undertake to register these shares within a one year time frame
from closing date.
3. Business Purpose;
The parties acknowledge that the purpose of the exchange is to further the
development of a global high quality Internet Protocol telecommunications
network. It is PRESIDENT'S TELECOM INC.'s intent to raise additional capital to
further develop the business asset acquired as follows. Up to $2,000,000 to be
injected into Access within 3 months of closing and up to a further $1,000,000
in capital to be injected by October 31, 2000. Access Network Limited confirms
that it intends to obtain, through a subsidiary entity, TRI-CEL T & T PTE. LTD.,
a business registration to operate an internet-Based Voice or Data service
providing international Calling Card Services. The first phase of the operation
will be for April 2000 to June 2000 and will establish POP equipment including
routers, switches and gateways. Phase 2 will be from July 2000 to March 2001 and
will include increasing the capacity and upgrade of system, addition of
Management and accounting software, implement calling card service and sale of
same.
4. Exempt Transaction;
The parties acknowlege and agree that any transfer of the securities
pursuant to this Purchase Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State Securities Law.
5. Transfer of Securities;
The parties acknowledge that the Board of Directors of PRESIDENT'S TELECOM,
INC. and ACCESS NETWORK LIMITED have approved the terms and conditions of the
purchase.
6. Default;
In the event that any party defaults in performing any of its duties or
obligations under the Purchase Agreement, the party responsible for such default
shall pay costs incurred by any other party in enforcing its rights under this
agreement, or in obtaining damages for such fees, whether incurred through legal
action or otherwise and whether incurred before, or after judgement.
7. Notice;
Any notice or correspondence required or permitted to be given under this
Agreement may be given personally to an individual party or to an officer or
registered agent of a corporate party, or any be given by depositing such notice
or correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address;
<PAGE>
PRESIDENT'S TELECOM, INC.
1128-789 W. Pender Street,
Vancouver BC, V6C 1H2
ACCESS NETWORK LIMITED
c/o Block 808 French Road, #05-175
Kitchener Complex
Singapore 200808
Any notice given shall be deemed to be delivered on the date such notice is
deposited in the U.S. mail. Any party may change its address for purposes of
this agreement by giving written notice to the other parties as provided above.
8. Binding;
This agreement shall be binding upon the parties hereto and upon their
respective heirs, representatives, successors and assigns.
9. Governing Law;
This Agreement shall be governed by and construed under the laws of the
State of Nevada.
10. Employment;
Mr. RONALD THIM FOOK LOW will enter into a consulting contract with "PRTE"
to provide services to "ACCESS NETWORK LIMITED" on the basis contained in that
agreement.
11. Authority;
The officers executing this Agreement on behalf of corporate parties
represent that they have been authorized to execute this Agreement pursuant to
resolutions of the Board of Directors of their respective corporations.
12. Signatures;
This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of Reorganization as of
the date and year first written above.
<PAGE>
PRESIDENT'S TELECOM, INC. ACCESS NETWORK LIMITED
/s/ /s/
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President President & C.E.O.
