<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------
FORM 10-KSB
---------------------
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------- ------------
Commission File Number: 0-29275
---------------------
EAGLETECH COMMUNICATIONS, INC.
(Name of Small Business Issuer in its charter)
Nevada 13-4020694
(State or other jurisdiction of incorporation (IRS Employer Identification
or organization) No.)
305 South Andrews Avenue, Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (954) 462-1494
Securities registered under Section 12(b) of the Act:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
None
----------------- -----------------------------------------
----------------- -----------------------------------------
Securities registered under Section 12(g) of the Act:
Common Stock ($.0001 Par Value)
(Title of Class)
1
<PAGE> 2
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [] No.
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. None
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by references to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
Aggregate Market Value of Common Stock held by Non-Affiliates on June 22, 2000:
$21,054,309
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [X] Yes [] No.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 10,141,575 Shares of Common Stock
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (Check One): Yes No X
--- ---
2
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I
<S> <C>
Item 1. Description of Business. 1
Item 2. Description of Property. 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market for Common Equities and Related Stockholder Matters 11
Item 6. Management's Discussion and Analysis or Plan of Operations 13
Item 7. Financial Statements 18
Item 8. Changes in and Disagreements with Accountants 19
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act 19
Item 10. Executive Compensation 22
Item 11. Security Ownership of Certain Beneficial Owners and Management 23
Item 12. Certain Relationships and Related Transactions 24
Item 13. Exhibits and Reports on Form 8-K 25
Signatures 26
</TABLE>
3
<PAGE> 4
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Eagletech Communications, Inc. ("Eagletech" or the "Company") is a
development stage company in the business of providing telecommunications
services to its customers. Eagletech has had limited revenues in the two years
ending March 31, 2000. Eagletech expects to begin generating revenues from
operations in June 2000. Eagletech has one service bureau in use servicing
Broward, Palm Beach and Dade Counties in Florida and has begun to sign-up
independent agents to sell its services. In April 2000, Eagletech began
advertising its services through local television in Broward County, Florida.
Eagletech expects operating losses and negative cash flow to continue for the
foreseeable future as it invests in equipment, marketing and sales efforts and
expansion of its services from its initial limited geographic area. See, "Risk
Factors," below.
EXISTING PRODUCTS AND SERVICES
Eagletech has developed and is now providing patented proprietary
communications products and services for voice mail, messaging and connectivity
for small to medium-sized businesses. On May 2, 2000, Eagletech was issued
Patent Number 6,058,180 for its unique system. Eagletech's patented technology
"unifies" a customer's voice mail and messaging services with an additional
service that allows a caller to be automatically transferred to up to four
telephone numbers to find the caller's intended party. Eagletech provides a
"unified" service by allowing voice mail, messaging and connectivity services to
be accessed by one telephone number. Eagletech's technology makes it possible
for mobile professionals (realtors, attorneys, contractors and others who are
often away from their offices) to maintain real-time contact with callers using
one telephone number while also providing telephone access to voice mail and
messages. A customer can use the Internet to control various options of the
system and for customer service questions. All of these services are available
now to users of Eagletech's real estate service bureaus, described below. On
June 1, 2000, Eagletech opened its enhanced service bureau to individual
customers in south Florida market. Unlike competing systems, customers can use
Eagletech's services with their existing telephone equipment.
In a highly mobile world, business people need to be available to their
customers, even when out of the office. Eagletech's proprietary solution to this
telecommunications challenge is the EagleOne(TM) flat rate service that
includes:
- "One Number-Follow Me"- Allows a caller, by dialing one
number, to be transferred automatically to up to four
telephone numbers in search of the caller's intended party. In
this way, a caller is able to reach Eagletech's customer at
his or her place of business, cellular telephone, home or
other alternative numbers.
- "EagleAttendant"(TM)- Autoattendant greeting with a custom
recorded business greeting. When our customer is not
available,
1
<PAGE> 5
EagleAttendant(TM) answers his or her telephone in a
professional manner.
- "EagleAnnounce"(TM) - Screens calls, when the caller announces
his or her name, the user has the ability to take important
calls and send others to voice mail.
- "EagleMail"(TM) - Voice mail service--callers have the option
to leave a detailed message of up to five minutes in length.
- "EagleMessage"(TM) - EagleMail (TM) messages are delivered
within minutes. Messages are re-delivered until the intended
party is found. The customer specifies how often and how many
times deliveries are attempted.
- "EagleWeb"(TM) - Customers can set up and make changes to
transfer numbers, message delivery specifications and the like
using the Internet, or when on the road, from a cellular
telephone. Messages can be delivered to a customer's email
address and heard on a multimedia computer.
- "EagleFax"(TM) - Store and forward your faxes to any fax
machine. EagleFax (TM) will notify you when you have received
a fax.
There are two distinct markets for Eagletech's products. The first is
integration of these services into a customer's existing private branch exchange
("PBX") system. A PBX is a customer-owned telecommunications exchange (an
in-house telephone system) that usually includes access to the public telephone
network. Unlike competing systems, Eagletech's services can be used with an
existing PBX-the customer does not need to scrap its existing telephone system.
Eagletech is targeting medical, legal, accounting and real estate professionals
and general contractors for this service.
The second market consists of mobile professionals who are not part of
a larger organization that provides these types of critical communications
services. Eagletech has developed a service bureau to provide individuals with
the full range of its services in given geographic areas. Eagletech houses its
existing service bureau equipment in the same building as the local telephone
service provider's switching facilities for Broward County, Florida, which
determines the geographic area in which Eagletech now provides its services. In
the first calendar quarter of 2000, Eagletech installed its equipment for its
first service bureau in Broward County, Florida and uses this service bureau to
provide services in Broward, Palm Beach and Dade Counties. On June 1, 2000,
after extensive testing, Eagletech opened this service bureau to customers. As
of the date of this filing, this initial service bureau has over 100
subscribers. Eagletech is using Broward, Palm Beach and Dade Counties to prove
its concept, test and refine its technology and begin developing brand awareness
through advertising.
PROPOSED EXPANSION
Eagletech intends to concentrate on expanding its service bureau
coverage geographically to include wider service areas, initially in the nine
state BellSouth service
2
<PAGE> 6
area and then throughout the United States. On May 25, 2000, Eagletech announced
its intended expansion into the Atlanta, Georgia and Charlotte, North Carolina
metropolitan areas. Eagletech's expansion will be limited by equipment costs and
any barriers to access to a local telephone company's central office or
switching facilities. In order for Eagletech to provide services in a particular
geographic area, Eagletech must physically connect its equipment to the local
telephone service provider's central switching equipment. Each such central
office serves a defined geographic area. Eagletech will need substantial funds
to complete the regional and national rollout of its services. See, Item 6, Plan
of Operations.
Eagletech intends to use strategic relationships to market and sell its
products. Eagletech will manufacture and support the basic equipment necessary
for these services and provide the technical support associated with any
customized system and resolve questions raised by a service bureau customer. For
the service bureau market, Eagletech intends to build a national network of
service bureaus providing EagleOne(TM) services using local points of access,
similar to the way national Internet service providers offer Web access with
local access numbers.
Eagletech's Board of Directors has begun to implement this principal
business purpose described below under Item 6 - Plan of Operations.
Eagletech was incorporated as Goldplate Holdings Enterprises, Inc. in
Nevada in August 1997. In June 1999, Eagletech changed its name to Eagletech
Communications, Inc. Eagletech's corporate offices are located at 305 South
Andrews Avenue, Fort Lauderdale, Florida 33301. Eagletech's telephone number at
that location is (954) 462-1494.
Eagletech's business is subject to numerous risk factors, including, but not
limited to, the following:
RISKS RELATED TO EAGLETECH'S BUSINESS
DEVELOPMENT STAGE COMPANY; LIMITED OPERATING HISTORY. Eagletech is an
early-stage company and Eagletech expects to encounter risks and difficulties
frequently faced by early-stage companies in new and rapidly evolving markets.
Eagletech installed its first system in September 1999. Eagletech's limited
operating history makes an evaluation of Eagletech's future prospects very
difficult. Eagletech will encounter the risks and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets.
Eagletech cannot be certain that Eagletech's business strategy will be
successful or that Eagletech will successfully address these risks.
EAGLETECH ANTICIPATES FUTURE LOSSES AND NEGATIVE CASH FLOW. Eagletech expects
operating losses and negative cash flow to continue for the foreseeable future.
Eagletech anticipates its losses will increase significantly from current levels
because Eagletech expects to incur additional costs and expenses related to:
3
<PAGE> 7
- Brand development, marketing and other promotional activities;
- Expansion of Eagletech's operations;
- Continued development of Eagletech's technology, its website, the
systems that Eagletech uses to process customers' orders and payments
and Eagletech's computer network;
- Geographic expansion of Eagletech's service area; and
- Development of relationships with strategic business partners.
As of March 31, 2000, Eagletech had an accumulated deficit during the
development stage of $(10,983,853). Eagletech incurred net losses of
$(10,692,070) and no sales in the fiscal year ended March 31, 2000. Eagletech's
ability to become profitable depends on Eagletech's ability to generate and
sustain sales while maintaining reasonable expense levels. If Eagletech does
achieve profitability, Eagletech cannot be certain that Eagletech would be able
to sustain or increase profitability on a quarterly or annual basis in the
future. See Item 6-Plan of Operations.
EAGLETECH'S LIMITED OPERATING HISTORY MAKES FUTURE FORECASTING DIFFICULT.
Because of Eagletech's limited history as a development stage company with no
revenues from operations, Eagletech finds it difficult to forecast its net sales
accurately. Eagletech has limited meaningful historical financial data upon
which to base planned operating expenses, since it has been in the development
stage without sales since 1997. Eagletech bases its current and future expense
levels on Eagletech's operating plans and estimates of future net sales, and
Eagletech's expenses are to a large extent fixed. Sales and operating results
are difficult to forecast because they generally depend on the volume and timing
of the orders Eagletech receives. Consequently, Eagletech may be unable to
adjust Eagletech's spending in a timely manner to compensate for any unexpected
revenue shortfall. This inability could cause Eagletech's net losses in a given
quarter to be greater than expected.
EAGLETECH'S OPERATING RESULTS ARE EXPECTED TO BE VOLATILE AND DIFFICULT TO
PREDICT. IF EAGLETECH FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS
AND INVESTORS, THE MARKET PRICE OF EAGLETECH'S COMMON STOCK MAY DECREASE
SIGNIFICANTLY. Eagletech's annual and quarterly operating results may fluctuate
significantly in the future due to a variety of factors, many of which are
outside of Eagletech's control, including, among other things, the demand for
Eagletech's products, unpredictability of consumer trends and technology
changes. Because Eagletech's operating results are expected to be volatile and
difficult to predict, Eagletech believes that quarter-to-quarter comparisons of
Eagletech's operating results are not a good indication of Eagletech's future
performance. It is likely that in some future quarter Eagletech's operating
results may fall below the expectations of securities analysts and investors. In
this event, the trading price of Eagletech's Common Stock may fall
significantly. Factors that may harm Eagletech's business or cause Eagletech's
operating results to fluctuate include the following:
4
<PAGE> 8
- Eagletech's inability to obtain new customers at reasonable cost and
retain existing customers;
- Decreases in the funds available for marketing and promoting
Eagletech's services;
- Eagletech's inability to manage rapid expansion of its services;
- Eagletech's inability to adequately maintain, upgrade and develop
Eagletech's technical systems;
- The ability of Eagletech's competitors to offer new or enhanced
services or products;
- Price competition;
- An unanticipated high level of service cancellations;
- The termination of existing, or failure to develop new, strategic
marketing and manufacturing relationships;
- Increases in the cost of advertising;
- The amount and timing of operating costs and capital expenditures
relating to expansion of Eagletech's operations;
- Technical difficulties, system downtime or telephone service
interruptions.
A number of factors will cause Eagletech's gross margins to fluctuate in
future periods, including timing of service area expansion, the mix of services
provided by Eagletech and the level of discount or introductory pricing. Any
change in one or more of these factors could harm Eagletech's gross margins and
operating results in future periods.
EAGLETECH'S NET SALES ARE DEPENDENT UPON EAGLETECH'S ABILITY TO OFFER
EAGLETECH'S CUSTOMERS DEPENDABLE QUALITY SERVICES AT COMPETITIVE PRICES. If
Eagletech is not able to offer Eagletech's customers dependable services at
competitive prices, Eagletech's net sales and results of operations will be
harmed. Eagletech's success depends on Eagletech's ability to provide dependable
service to its customers at competitive prices.
IF EAGLETECH IS UNABLE TO OBTAIN SUFFICIENT QUANTITIES OF PRODUCTS FROM
EAGLETECH'S KEY VENDORS, EAGLETECH'S NET SALES WOULD BE ADVERSELY AFFECTED. If
Eagletech was unable to obtain sufficient quantities of electronic components
from Eagletech's key vendors, Eagletech's net sales and results of operations
would be harmed. Eagletech buys its electronic components from one vendor at
this time, but Eagletech believes that multiple other sources of such components
exist and finding replacement vendors would not have a material adverse effect
upon Eagletech.
TO MANAGE EAGLETECH'S GROWTH AND EXPANSION, EAGLETECH NEEDS TO IMPROVE AND
IMPLEMENT EAGLETECH'S SYSTEMS, PROCEDURES AND CONTROLS. IF EAGLETECH IS UNABLE
TO DO SO SUCCESSFULLY, EAGLETECH'S BUSINESS WOULD BE SERIOUSLY HARMED.
Eagletech's rapid growth in operations will place a significant strain on
Eagletech's management, information systems and resources. In order to manage
this growth effectively, Eagletech needs to continue to improve Eagletech's
financial and managerial controls and reporting systems and procedures.
Eagletech's failure to successfully implement, improve and integrate these
systems and procedures would harm Eagletech's results of operations.
5
<PAGE> 9
EAGLETECH MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS. Eagletech faces competition from some of the largest
telecommunications companies in the United States. The telecommunications market
is rapidly evolving and intensely competitive. Increased competition is likely
to result in price reductions, reduced gross margins and loss of market share,
any of which could seriously harm Eagletech's net sales and results of
operations. Eagletech expects competition to intensify in the future as
telecommunications deregulation continues, regional Bell companies expand
nationwide and cellular services become more common.
Many of Eagletech's competitors have longer operating histories, larger
customer or user bases, greater brand recognition and significantly greater
financial, marketing and other resources than does Eagletech. Many of these
competitors can devote substantially more resources to marketing and promotion
than can Eagletech. In addition, larger, well-established and well-financed
telecommunications companies, cable suppliers and cellular telephone companies
may try to offer competing services. Eagletech's competitors may be able to
secure products from vendors on terms that are more favorable and adopt more
aggressive pricing policies than can Eagletech.
IF EAGLETECH DOES NOT SUCCESSFULLY EXPAND EAGLETECH'S SERVICE AREA, EAGLETECH'S
BUSINESS COULD BE SERIOUSLY HARMED. If Eagletech does not successfully expand
Eagletech's service area and number of lines its service bureaus can
accommodate, Eagletech will not be able to increase Eagletech's net sales in
accordance with the expectations of securities analysts and investors. In such
an event, Eagletech's business will be harmed. Eagletech's success depends on
Eagletech's ability to expand Eagletech's service area and switching capacity
rapidly in order to accommodate a significant increase in customer orders.
Eagletech's planned expansion may cause disruptions that could harm Eagletech's
business, results of operations and financial condition.
EAGLETECH'S FACILITIES AND SYSTEMS ARE VULNERABLE TO NATURAL DISASTERS AND OTHER
UNEXPECTED PROBLEMS. The occurrence of a hurricane, tornado, large scale
electrical storm or other natural disaster or unanticipated problems at
Eagletech's leased facility in Ft. Lauderdale, Florida that houses substantially
all of Eagletech's computer and communications hardware systems, could cause
interruptions or delays in Eagletech's business, loss of data or render
Eagletech unable to provide its services. Any such interruptions or delays at
its facility would harm Eagletech's net sales and results of operations. In
addition, Eagletech's systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure,
break-ins, and similar events. Eagletech has no formal disaster recovery plan
and Eagletech's business interruption insurance may not adequately compensate
Eagletech for losses that may occur. The occurrence of any or all of the events
could harm Eagletech's reputation, brand and business.
IF EAGLETECH DOES NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES, EAGLETECH'S
SERVICES COULD BECOME OBSOLETE AND EAGLETECH'S BUSINESS WOULD BE SERIOUSLY
HARMED. If Eagletech faces material delays in introducing new services, products
and
6
<PAGE> 10
enhancements, Eagletech's customers may forego the use of Eagletech's services
and use those of Eagletech's competitors. To remain competitive, Eagletech must
continue to enhance and improve the functionality and features of Eagletech's
telecommunications services. The telecommunications industry is rapidly changing
as a result of deregulation, technology improvements and new customer demands.
If competitors introduce new products and services embodying new technologies,
or if new industry standards and practices emerge, Eagletech's existing
proprietary technology and systems may become obsolete. Developing, enhancing
and upgrading Eagletech's proprietary technology entails significant technical
and business risks. Eagletech may use new technologies ineffectively or
Eagletech may fail to adapt Eagletech's proprietary technology and Eagletech's
computer network to customer requirements or emerging industry standards.
INTELLECTUAL PROPERTY CLAIMS AGAINST EAGLETECH COULD BE COSTLY AND COULD RESULT
IN THE LOSS OF SIGNIFICANT RIGHTS. Other parties may assert infringement or
unfair competition claims against Eagletech. Eagletech cannot predict whether
third parties will assert claims of infringement against Eagletech, or whether
any future assertions or prosecutions will harm Eagletech's business. If
Eagletech is forced to defend against any such claims, whether they are with or
without merit or are determined in Eagletech's favor, then Eagletech may face
costly litigation, diversion of technical and management personnel, or product
shipment delays. Because of such a dispute, Eagletech may have to develop
non-infringing technology or enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may be unavailable on terms
acceptable to Eagletech, or at all. If there is a successful claim of product
infringement against Eagletech and Eagletech is unable to develop non-infringing
technology or license the infringed or similar technology on a timely basis, it
could harm Eagletech's business.
IF THE PROTECTION OF EAGLETECH'S TECHNOLOGY, TRADEMARKS AND PROPRIETARY RIGHTS
IS INADEQUATE, EAGLETECH'S BUSINESS WILL BE SERIOUSLY HARMED. The steps
Eagletech takes to protect Eagletech's proprietary rights may be inadequate.
Eagletech regards Eagletech's patent, copyrights, service marks, trademarks,
trade dress, trade secrets and similar intellectual property as critical to
Eagletech's success. On May 2, 2000, Eagletech received a patent for its
proprietary technology for its "One Number-Follow Me" service. Eagletech relies
on trademark and copyright law, trade secret protection and confidentiality or
license agreements with Eagletech's employees, customers, partners and others to
protect Eagletech's proprietary rights. Eagletech is in the process of filing
for trademark protection for "Eagletech" for telecommunications services.
Effective patent, trademark, service mark, copyright and trade secret protection
may not be available in every country in which Eagletech will sell Eagletech's
products and services.
THE LOSS OF THE SERVICES OF ONE OR MORE OF EAGLETECH'S KEY PERSONNEL, OR
EAGLETECH'S FAILURE TO ATTRACT, ASSIMILATE AND RETAIN OTHER HIGHLY QUALIFIED
PERSONNEL IN THE FUTURE WOULD SERIOUSLY HARM EAGLETECH'S BUSINESS. The loss of
the services of one or more of Eagletech's key personnel could seriously harm
Eagletech's business. Eagletech depends on the continued services and
performance of Eagletech's senior management and other key personnel,
particularly Robert Dobbs, Eagletech's
7
<PAGE> 11
President and Chief Executive Officer, and Rodney Young, Eagletech's
Vice-President for Technology and the inventor of Eagletech's proprietary
technology. Eagletech's future success also depends upon the continued service
of Robert Bergman, Eagletech's Vice President for Marketing and Sales, and the
services of other essential technical, sales, marketing and support personnel.
All of Eagletech's officers and key employees are bound by employment
agreements. Eagletech does not have "key person" life insurance policies
covering any of Eagletech's employees.
RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. If Eagletech is presented with
appropriate opportunities, Eagletech intends to make investments in
complementary companies, products or technologies. Eagletech may not realize the
anticipated benefits of any acquisition or investment. If Eagletech buys a
company, Eagletech could have difficulty in assimilating that company's
personnel and operations. In addition, the essential personnel of the acquired
company may decide not to work for Eagletech. If Eagletech makes other types of
acquisitions, Eagletech could have difficulty in assimilating the acquired
technology or products into Eagletech's operations. These difficulties could
disrupt Eagletech's ongoing business, distract Eagletech's management and
employees and increase Eagletech's expenses. Furthermore, Eagletech may have to
incur debt or issue equity securities to pay for any future acquisitions or
investments, the issuance of which could be dilutive to Eagletech or Eagletech's
existing stockholders.
EXISTING STOCKHOLDERS WILL BE ABLE TO EXERCISE SIGNIFICANT CONTROL OVER
EAGLETECH. Executive officers, directors and entities or persons affiliated with
them, if acting together, would be able to significantly influence all matters
requiring approval by Eagletech's stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. These stockholders, taken together, beneficially own approximately
54% of Eagletech's outstanding common stock and can elect all directors and pass
any action requiring stockholder approval. See Item 11. - Security Ownership of
Certain Beneficial Owners and Management and Item 9 - Directors, Executive
Officers, Promoters and Control Persons.
IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE EAGLETECH. Provisions of
Eagletech's Certificate of Incorporation, Eagletech's Bylaws and Nevada law
could make it more difficult for a third party to acquire Eagletech, even if
doing so would be beneficial to Eagletech's stockholders.
RISKS RELATED TO EAGLETECH'S INDUSTRY
EAGLETECH MAY NEED TO CHANGE THE MANNER IN WHICH EAGLETECH CONDUCTS EAGLETECH'S
BUSINESS IF GOVERNMENT REGULATION INCREASES. The adoption or modification of
laws or regulations relating to the telecommunications industry could adversely
affect the manner in which Eagletech currently conducts Eagletech's business. In
addition, the growth and development of the market for enhanced
telecommunications systems may lead to more stringent consumer protection laws,
both in the United States
8
<PAGE> 12
and abroad, that may impose additional burdens on Eagletech. Laws and
regulations directly applicable to telecommunications are in a constant state of
flux.
RISKS RELATED TO SECURITIES MARKETS
EAGLETECH MAY BE UNABLE TO MEET EAGLETECH'S FUTURE CAPITAL REQUIREMENTS.
Eagletech cannot be certain that additional financing will be available to
Eagletech on favorable terms when required, or at all. If Eagletech raises
additional funds through the issuance of equity, equity-related or debt
securities, such securities may have rights, preferences or privileges senior to
those of the rights of Eagletech's Common Stock and Eagletech's stockholders may
experience additional dilution. Eagletech requires substantial working capital
to fund Eagletech's business. Since Eagletech's inception, Eagletech has
experienced negative cash flow from operations and expects to experience
significant negative cash flow from operations for the foreseeable future.
Eagletech currently anticipates that Eagletech's available funds will be
sufficient to meet Eagletech's anticipated needs for working capital and capital
expenditures through at least the next 6 months. Eagletech may need to raise
additional funds before the expiration of such period.
EAGLETECH'S COMMON STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INDIVIDUAL STOCKHOLDERS. The market price for Eagletech's
common stock is likely to be highly volatile and subject to wide fluctuations in
response to factors including the following, some of which are beyond
Eagletech's control:
- Actual or anticipated variations in Eagletech's quarterly operating
results;
- Announcements of technological innovations or new products or services
by Eagletech or Eagletech's competitors;
- Changes in financial estimates by securities analysts;
- Conditions or trends in the telecommunications industry;
- Changes in the economic performance and/or market valuations of other
independent telecommunications companies;
- Announcements by Eagletech or Eagletech's competitors of significant
acquisitions, strategic partnerships, joint ventures or capital
commitments;
- Additions or departures of key personnel;
- Release of lock-up or other transfer restrictions on Eagletech's
outstanding shares of common stock or sales of additional shares of
common stock; and
- Potential litigation.
IF EAGLETECH'S STOCK PRICE IS VOLATILE, EAGLETECH COULD FACE A SECURITIES CLASS
ACTION LAWSUIT. In the past, following periods of volatility in the market price
of their stock, many companies have been the subjects of securities class action
litigation. If disgruntled stockholders sued Eagletech in a securities class
action, it could result in substantial costs and a diversion of management's
attention and resources and would harm Eagletech's stock price.
9
<PAGE> 13
SUBSTANTIAL SALES OF EAGLETECH'S COMMON STOCK COULD CAUSE EAGLETECH'S STOCK
PRICE TO FALL. If Eagletech's stockholders sell substantial amounts of
Eagletech's Common Stock in the public market, the market price of Eagletech's
Common Stock could fall. Such sales also might make it more difficult for
Eagletech to sell equity or equity-related securities in the future at a time
and price that Eagletech deems appropriate.
CONFLICTS OF INTEREST. Directors of Eagletech may in the future participate in
business ventures that could be deemed to compete directly with Eagletech.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event Eagletech's directors are involved in the management
of any firm with which Eagletech transacts business. Eagletech has adopted a
policy that Eagletech will not seek a merger with, or acquisition of, any entity
in which members of Eagletech's management serve as officers, directors or
partners, or in which they or their family members own or hold any material
ownership interest.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13 and 5(d)
of the Exchange Act require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by Eagletech. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
ITEM 2. DESCRIPTION OF PROPERTY
Eagletech leases one facility located at 305 South Andrews Avenue, Fort
Lauderdale, Florida as an office and service bureau facility. The Company leases
its office space on a month-to-month basis. Subsequent to year-end, the Company
leased additional facilities for use as a service center containing
approximately 1,000 square feet, for ten years, expiring on September 30, 2009.
Rental expense for the year ended March 31, 2000 for both facilities was
$25,233. The future annual lease payments are $30,000 for both facilities.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against Eagletech.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended March 31, 2000, there were no matters put
to the vote of security holders.
10
<PAGE> 14
PART II
ITEM 5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Price quotations for Eagletech's Common Stock are posted presently on
the OTC Bulletin Board and have been since February 1999. As soon as Eagletech
becomes eligible, Eagletech intends to request a listing for the Common Stock on
the NASDAQ SmallCap Market(TM). This listing requires certain asset, earnings
and per share price standards that Eagletech does not now meet. Eagletech can
give no assurance that it will meet these standards in the foreseeable future,
it at all.
(a) Market Price.
Since February 23, 1999, market makers have been able to post price
quotations for Eagletech's Common Stock on the Over the Counter Bulletin Board.
The historical prices for Eagletech's Common Stock on the OTC Bulletin Board are
as follows (calendar quarters):
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
First Quarter 1999 (Beginning 2/23/1999) $ 4.50 $2.25
Second Quarter 1999 $12.75 $1.50
Third Quarter 1999 $ 8.81 $5.50
Fourth Quarter 1999 $ 8.00 $5.00
First Quarter 2000 $10.75 $4.8125
</TABLE>
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to
Eagletech, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the
11
<PAGE> 15
transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, brokers must
send monthly statements to customers disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks.
For the initial listing in the NASDAQ SmallCap Market(TM), a company
must have net tangible assets of $4 million or market capitalization of $50
million and a net income (in the latest fiscal year or two of the last three
fiscal years) of $750,000, a public float of 1,000,000 shares with a market
value of $5 million. The minimum bid price must be $4.00 and there must be three
market makers. In addition, there must be 300 stockholders holding 100 shares or
more, and the company must have an operating history of at least one year or a
market capitalization of $50 million. For continued listing in the NASDAQ
SmallCap Market(TM), a company must have net tangible assets of $2 million or
market capitalization of $35 million or a net income (in the latest fiscal year
or two of the last fiscal years) of $500,000, a public float of 500,000 shares
with a market value of $1 million. The minimum bid price must be $1.00 and there
must be two market makers. In addition, there must be 300 stockholders holding
100 shares or more. Eagletech can give no assurances that it will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of Eagletech to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of Eagletech's securities on a national
exchange. In such events, trading, if any, in Eagletech's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a stockholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, Eagletech's securities.
(b) Holders. There are approximately 298 holders of Eagletech's Common Stock.
All share numbers are adjusted for a 1 for 10 reverse stock split effective
April 1, 1999 and a 1 for 3 reverse stock split effective June 9, 1999.
All of the issued and outstanding shares of Eagletech's Common Stock were issued
in accordance with exemptions from registration afforded by Sections 3(b) or
4(2) of the Securities Act of 1933, as amended (the "Securities Act"). As of the
date of this filing, 4,366,173 shares of Eagletech's Common Stock held by
non-affiliates are eligible for sale, including 520,018 shares of restricted
stock eligible under Rule 144 promulgated under the Securities Act of 1933, as
amended, subject to certain limitations included in such Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who has satisfied a
one year holding period, under certain circumstances, may sell within any
three-month period a number of shares of restricted stock which does not exceed
the greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares of restricted
without any quantity limitation
12
<PAGE> 16
by a person who has satisfied a two-year holding period and who is not, and has
not been for the preceding three months, an affiliate of Eagletech.
Dividends. Eagletech has not paid any dividends to date, and has no plans to do
so in the immediate future.
ITEM 6. PLAN OF OPERATIONS
OVERVIEW
Eagletech was founded to manufacture, market and distribute unique
communications products and services. We recognized an opportunity to develop a
messaging service and a low cost call management product that could handle voice
mail, call-forwarding and call screening at a reasonable cost. Currently, many
mobile and remote professionals (i.e., professionals who do not work out of a
fixed office) have cellular telephones, pagers, portable computers, email and
corporate voice mail in order to stay in contact with co-workers and customers
when out of the office. Eagletech provides services that Eagletech believes
increase customer productivity and efficiency by making its customers more
accessible. Eagletech has begun signing up customers for EagleOne(TM) service
bureau services.
Eagletech delivers an array of communications services that work with a
customer's existing communications equipment or as a stand-alone solution.
Because of the proprietary manner in which Eagletech delivers these services,
Eagletech believes it is the low cost communications service provider compared
with its competitors, based on publicly available pricing information. As
described below, under "Competition," Eagletech's patented technology uses only
one telephone line and all other competitors use up to seven lines to provide
the same service. On May 2, 2000, the United States Patent and Trademark Office
issued a patent (Patent No. 6,058,180) for Eagletech's proprietary system.
Eagletech's main product is its EagleOne(TM) flat rate service, which
includes:
- "One Number-Follow Me"- Allows a caller, by dialing one
number, to be transferred automatically to up to four
telephone numbers in search of the caller's intended party. In
this way, a caller is able to reach Eagletech's customer at a
place of business, cellular telephone, home or other
alternative numbers.
- "EagleAttendant" (TM)- Autoattendant greeting with a custom
recorded business greeting. Even when our customer is not
available, EagleOne(TM) answers his or her telephone in a
professional manner.
- "EagleAnnounce" (TM) - Screens calls, when the caller
announces his or her name, the user has the ability to take
important calls and send others to voice mail.
13
<PAGE> 17
- "EagleMail" (TM) - Voice mail service--callers have the option
to leave a detailed message of up to five minutes in length.
Calls are automatically deleted after 30 days.
- "EagleMessage" (TM) - EagleMail TM messages are delivered
within minutes. Messages are re-delivered until you are found.
The customer specifies how often and how many times deliveries
are attempted.
- "EagleWeb" (TM) - Customers can set up and make changes to
transfer numbers, message delivery specifications and the like
using the Internet, or when on the road, from a cellular
telephone. Messages can be delivered to a customer's email
address and heard on a multimedia computer.
- "EagleFax" (TM) - Store and forward your faxes to any fax
machine. EagleFax (TM) will notify you when you have received
a fax.
There are two distinct markets for Eagletech's products. The first is
integration of Eagletech's services into a customer's existing
telecommunications system. Eagletech has targeted numerous companies to include
real estate brokers, medical professionals, legal professionals, accounting
professionals, insurance professionals, and general contractors.
The second market consists of potential customers who are not part of a
larger organization that provides these types of communications services.
Eagletech has developed a service bureau to provide individuals with the full
range of its services in given geographic areas. Eagletech houses its existing
service bureau equipment at the local telephone service provider's switching
facilities in Ft. Lauderdale, Florida, which determines the geographic area in
which Eagletech will provide its services. This equipment was installed in the
first quarter of 2000 and tested April and May 2000. Eagletech has begun to
sign-up subscribers for this service and activated the system on June 1, 2000.
On June 15, 2000, Eagletech expanded its service bureau services to support Dade
and Palm Beach Counties as well. Eagletech has over 100 subscribers for its
service as of June 20, 2000.
The EagleOne(TM) service bureau product provides a universal local
number that connects the business professional, wherever he or she is working,
to important calls and messages. There no longer is a need for a pager since the
business professional will have the call forwarded to wherever that professional
is, have the call announced and then the professional will decide whether to
take the particular call or have it forwarded to voice mail.
Eagletech is offering these services through independent cellular
telephone dealers in Broward, Palm Beach and Dade counties. For each customer
who decides to use the service, the dealer receives a commission together with a
residual income from the monthly revenue stream generated by the customer.
14
<PAGE> 18
The experience in Palm Beach, Dade and Broward Counties together with
the experience at corporate accounts will be instrumental in obtaining a
strategic partner for the EagleOne(TM) product. This strategic partner could be
a retail chain that sells a significant amount of telecommunications equipment
or a partner capable of bundling this product with their own telecommunications
products. Alternatively, Eagletech can contract with independent sales
representatives on a commission only basis to market and sell the EagleOne(TM)
service bureau product to independent cellular telephone dealers. In either
event, Eagletech intends to roll-out EagleOne(TM) to the major metropolitan
regions of the country, starting from its south Florida base to the nine state
BellSouth service area once it obtains sufficient funding.
PLAN OF OPERATIONS
Over the next twelve months, Eagletech intends to continue to rollout
its EagleOne(TM) service bureau product throughout the Southeastern United
States. Eagletech believes that such an expansion will require substantial
investment in equipment and administrative personnel. Eagletech will continue to
outsource marketing, technical assistance and manufacturing. Because Eagletech
has its equipment manufactured by a third party under a fixed-cost contract,
Eagletech can estimate the cost of producing new service bureaus. Eagletech must
negotiate with local telephone service providers to site equipment. Eagletech
has received a patent (Patent No. 6,058,180) from the United States Patent and
Trademark Office for its core technology that allows the use of one telephone
line for "One Number, Follow Me" service. Although Eagletech intends to
continually update and refine its products and services to increase customer
satisfaction, Eagletech does not need additional research and development to
have an operational service bureau in place.
LIQUIDITY AND CAPITAL RESOURCES
On the date of this filing, Eagletech has cash resources of
approximately $1,400,000 and no long-term debt or currently due debt, except for
normal trade payables. Based on Eagletech's existing expenses, this is
sufficient capital for 12 months of operations if Eagletech generated no
revenues from operations. Eagletech expects to begin to receive cash flow from
operations beginning in July 2000 of approximately $10,000 per month, with
$125,000 expected once its initial service bureau is fully subscribed. On this
basis, if Eagletech did not expand beyond its present size, Eagletech could
operate on a profitable basis, but Eagletech's expansion beyond its present
market would be extremely slow.
In the next two months, however, Eagletech plans to greatly expand its
operations and is in negotiations with two sources of additional financing to
raise approximately $2,000,000 through the sale of equity to fund the national
roll-out of the EagleOne(TM) service bureau product. Eagletech believes that
this additional funding will allow us to expand the EagleOne(TM) service bureau
product to an additional 8 to 10 markets within the 9 state BellSouth service
area. Of this funding, approximately $800,000 will be used for
15
<PAGE> 19
purchase of equipment, $400,000 for marketing and $800,000 for general working
capital. Eagletech may need to hire additional administrative and customer
service personnel as part of this expansion.
COMPETITION
Eagletech competes with a variety of companies that provide some type
of message services. There are a number of turnkey voice mail systems available
on the market, the majority featuring expensive, high density equipment focused
on larger businesses. There are also several excellent software products on the
market but require programming experience and are aimed at developers and not
end users.
Eagletech's competitors include voice mail service bureaus, which are
typically local paging companies that offers basic voice mail/pager notification
mailboxes at bargain prices but without advanced features. These services
require the user to call in for voice mail messages and do not automatically
connect calls. AT&T, MCI and MCI-WorldCom offer "One Number- Follow Me" service
bureaus, but they require the caller to enter a PIN number and are sold as
measured rate service -- $0.27 peak to $0.15 off peak per minute. Inexpensive
local flat rate service of the type provided by Eagletech is not available.
These services are similar in that the system accepts the call, places the
caller on hold and then opens a second line to call the subscriber. If that call
does not connect, the system opens another line to try a second number, and so
on. Once the parties are connected, the call remains routed through the system
hardware until the call is completed, tying up available lines.
In contrast, Eagletech's proprietary technology uses only one line for
both the incoming and outgoing call and, once the parties are connected, the
system is able to free-up that line for the next call. In this way, Eagletech
believes that its system makes much more efficient use of available telephone
lines and thus Eagletech is able to provide its services for one flat rate per
month of $24.95.
Two communication provider companies offer competing products to
Eagletech. The first is Wildfire Communications, which develops and markets the
Wildfire Electronic Assistant, which uses speech recognition to manage
telephone, fax and email communications. Wildfire mimics a personal assistant,
taking messages and telephone numbers if users are unable to personally answer.
Wildfire can follow spoken instructions and also make and take calls. As the
service is used increasingly, Wildfire develops and adapts to a user's personal
requirements, building up a personal list of names and numbers. Wildfire can
store up to 150 personal contacts. Wildfire will automatically call one of the
stored numbers when instructed by the user. Wildfire requires a great deal of
computing power and therefore is very expensive. Monthly charges normally exceed
$300. Further, a headset is necessary for clarity in speech recognition. This
product has been marketed for over two years but has received minimal market
acceptance. Eagletech does not know the number of users subscribed to the
Wildfire service.
16
<PAGE> 20
Linx Communications is a national communications service provider
offering businesses and consumers local and toll-free access to a suite of
communications products and services through the telephone or Internet. Linx
offers customizable communication services that allow individuals to connect to
important callers and gives them access to messages with one local or toll free
telephone number or Internet connection. Linx provides a single point of access,
through the telephone or the Internet, for all voice messages, faxes and email.
When a caller dials a user's LinxConnect number the system rings up to three
user-specified numbers simultaneously and announces the caller. The user can
choose to take the call, send it to voice mail, or transfer the call to a
colleague. For faxes, users can send an incoming fax to specified machines or
hold it in queue for printing later.
LinxConnect is currently available in Boston, New York, San Francisco,
Los Angeles and Washington, D.C. Linx expects to expand service to 14 additional
cities in 1999 including Atlanta, Chicago and Dallas. The basic charge for
LinxConnect, the equivalent "One Number Follow-Me" service of EagleOne(TM), is $
24.95 a month plus a set-up fee of $ 24.95. In addition there is a measured
meter rate charge of $ .15 per minute for long distance calls. Through the first
year of marketing, the average bill was $ 50 to $ 75 per month. In 1998, Linx
had 2500 subscribers, $1 million in revenues and lost $1 million. In 1999, Linx
grew its subscriber base to 5,000 subscribers.
There are important differences between the EagleOne(TM) and
LinxConnect. LinxConnect rings three numbers simultaneously while EagleOne(TM)
rings them in sequence. The LinxConnect configuration requires the use of
multiple lines at once, thereby limiting the number of subscribers possible per
switch to less than the 300 possible if only two lines are being used.
EagleOne's(TM) proprietary switching configuration permits at least 1500
subscribers per switch, thereby insuring a substantial cost advantage to
Eagletech in providing these services. Further, the LinxConnect service includes
a measured meter rate component for long distance calls, which may result in the
user paying more per minute than under his or her current long distance
provider. Eagletech anticipates that EagleOne(TM) will be profitable without the
need for additional margin from the measured meter rate service.
Neither Wildfire nor LinxConnect is available in Ft. Lauderdale,
Florida.
Eagletech has 5 full time employees and operates one facility at 305
South Andrews Avenue, Fort Lauderdale, Florida used as the principal corporate
office and the site of its initial service bureau.
Eagletech has significant capital needs, which to date Eagletech has
met through private sales of its equity and loans. Eagletech will continue to
need substantial infusions of capital, which it expects to continue to fund
primarily from private sales of its equity and loans, or by a public offering of
its equity or debt securities. Eagletech is in negotiations with two sources of
additional financing to raise approximately $2,000,000 through the sale of
equity to fund the national roll-out of the EagleOne(TM) service bureau
17
<PAGE> 21
product. Eagletech believes that this additional funding will allow us to expand
the EagleOne(TM) service bureau product to an additional 8 to 10 markets in the
9 state BellSouth service area. Of this possible funding, approximately $800,000
will be used for purchase of equipment, $400,000 for marketing and $800,000 for
general working capital. Eagletech may need to hire additional administrative
and customer service personnel as part of this expansion.
ITEM 7. FINANCIAL STATEMENTS
18
<PAGE> 22
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants F1
Balance Sheet F2
Statements of Operations F3
Statement of Stockholders' Equity F4
Statements of Cash Flows F5
Notes to the Financial Statements F7
</TABLE>
<PAGE> 23
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Eagletech Communications, Inc.,
We have audited the accompanying balance sheet of Eagletech Communications,
Inc., (a development stage company), as of March 31, 2000, and the related
statements of operations and stockholders' equity and cash flows for the years
ended March 31, 2000 and 1999, and for the period December 20, 1996 (inception)
to March 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eagletech Communications, Inc.,
(a development stage company) as of March 31, 2000, and the results of its
operations and its cash flows for the years ended March 31, 2000 and 1999, and
for the period December 20, 1996 (inception) to March 31, 2000, in conformity
with generally accepted accounting principles.
SWEENEY, GATES & CO.
Fort Lauderdale, Florida
May 26, 2000
<PAGE> 24
EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 238,994
------------
Total current assets 238,994
------------
Property and equipment, net 221,210
Patents 15,541
------------
$ 475,745
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 50,120
Judgments payable 24,638
------------
Total current liabilities 74,758
------------
Stockholders' equity
Common stock, $.0001 par value, 100,000,000 shares
authorized; 10,141,575 shares issued and
outstanding 1,014
Additional paid-in capital 11,937,830
Deferred compensation (554,004)
Deficit accumulated during the development stage (10,983,853)
------------
Stockholders' equity 400,987
------------
$ 475,745
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F 2
<PAGE> 25
EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 20, 1996
Year ended, March 31, (inception)
------------------------------- to March 31,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Sales $ -- $ -- $ --
Operating expenses:
Selling, general, and administrative 1,146,446 10,218 1,321,899
Research and development 85,541 7,165 151,409
Stock issued for services 9,500,388 -- 9,500,388
------------ ------------ ------------
Total operating expenses 10,732,375 17,383 10,973,696
------------ ------------ ------------
Loss from operations (10,732,375) (17,383) (10,973,696)
------------ ------------ ------------
Other income (expense):
Interest expense (7,211) (17,136) (34,711)
Interest income 15,040 -- 15,040
Gain on settlement of judgments 32,476 -- 32,476
Loss on disposal of property and equipment -- (22,962) (22,962)
------------ ------------ ------------
Total other income (expense) 40,305 (40,098) (10,157)
------------ ------------ ------------
Net loss $(10,692,070) $ (57,481) $(10,983,853)
============ ============ ============
Loss per share, basic and diluted $ (1.14) $ (0.01)
============ ============
Weighted averages shares outstanding 9,409,072 4,882,401
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F 3
<PAGE> 26
EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during the
Common stock paid-in Deferred development
Shares Amount capital compensation stage Total
------ ------ ------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Issuance of stock,
December 20, 1996 4,882,401 $ 488 $ (486) $ -- $ -- $ 2
Net loss for year ended
March 31, 1997 -- -- -- -- (98,010) (98,010)
------------ ------------ ------------ ------------ ------------ ------------
Balance, March 31, 1997 4,882,401 488 (486) -- (98,010) (98,008)
Net loss for year ended
March 31, 1998 -- -- -- -- (136,292) (136,292)
------------ ------------ ------------ ------------ ------------ ------------
Balance, March 31, 1998 4,882,401 488 (486) -- (234,302) (234,300)
Net loss for year ended
March 31, 1999 -- -- -- -- (57,481) (57,481)
------------ ------------ ------------ ------------ ------------ ------------
Balance, March 31, 1999 4,882,401 488 (486) -- (291,783) (291,781)
Recapitalization 703,452 70 88 -- -- 158
Sale of common stock 3,455,833 345 1,750,655 -- -- 1,751,000
Issuance of stock for compensation 735,402 74 6,281,819 -- -- 6,281,893
Issuance of stock options -- -- 1,162,500 (554,004) -- 608,496
Issuance of stock for services 240,000 24 2,609,976 -- -- 2,610,000
Notes converted to common stock 117,599 12 88,188 -- -- 88,200
Issuance of stock for settlement
of GHE liabilities 6,888 1 19,999 -- -- 20,000
Contribution of interest -- -- 25,091 -- -- 25,091
Net loss for the year ended
March 31, 2000 -- -- -- -- (10,692,070) (10,692,070)
------------ ------------ ------------ ------------ ------------ ------------
Balance, March 31, 2000 10,141,575 $ 1,014 $ 11,937,830 $ (554,004) $(10,983,853) $ 400,987
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F 4
<PAGE> 27
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
December 20, 1996
(inception)
Year ended, March 31, to March 31,
-------------------------------
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(10,692,070) $ (57,481) $(10,983,853)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 29,805 -- 36,456
Issuance of stock for services and compensation 8,891,893 -- 8,891,893
Issuance of stock options to purchase common stock 608,496 -- 608,496
Start up expense 20,160 -- 20,160
Loss on disposal of property and
equipment -- 22,962 22,962
Changes in operating assets and liabilities:
(Increase) decrease in deposits -- 2,030 --
Increase (decrease) in accounts payable
and accrued expenses 27,951 27,136 75,208
Increase in other assets (15,541) -- (15,541)
Increase (decrease) in judgments payable (43,558) -- 24,638
------------ ------------ ------------
Net cash used in operating activities (1,172,864) (5,353) (1,319,581)
------------ ------------ ------------
Cash flows from investing activities:
Purchases of property and equipment (251,015) -- (280,628)
------------ ------------ ------------
Net cash used in investing activities (251,015) -- (280,628)
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F 5
<PAGE> 28
EAGLETECH COMMUNTICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
December 20,
1996
(inception)
Year ended, March 31, to March 31,
-------------------------------
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Proceeds from debt $ -- $ 5,336 $ 176,330
Proceeds from sale of stock 1,751,000 -- 1,751,000
Payments on related party notes (88,127) -- (88,127)
------------ ------------ ------------
Net cash provided by financing activities 1,662,873 5,336 1,839,203
------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents: 238,994 (17) 238,994
------------ ------------ ------------
Cash and cash equivalents, beginning of period -- 17 --
------------ ------------ ------------
Cash and cash equivalents, end of period $ 238,994 $ -- $ 238,994
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest during the period $ -- $ -- $ --
============ ============ ============
Cash paid for income taxes during the period $ -- $ -- $ --
============ ============ ============
Schedule of noncash investing and financing activities:
Interest on convertible and related party notes contributed to
additional paid-in capital $ 25,091 $ 25,091
============ ============
Issuance of common stock to settle liabilities $ 20,000 $ 20,000
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F 6
<PAGE> 29
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND BASIS OF PRESENTATION
Eagletech Communications, Inc. ("the Company"), formerly Goldplate Holding
Enterprises, Inc., ("GHE") was incorporated in Nevada on August 8, 1997.
On April 1, 1999, GHE's stockholders approved a merger with Eagletech
Communications, Inc. ("Eagletech Florida"), a Florida corporation, incorporated
on December 20, 1996, and located in Fort Lauderdale, Florida. Eagletech Florida
was engaged in the development of proprietary unified communications products
and services to complement existing telecommunications technologies for
voice-mail, messaging and connectivity solutions. The merger agreement provided
that the Eagletech Florida stockholders receive 4,882,401 shares and convertible
note holders receive 117,599 shares for a total of 5,000,000 shares of GHE
common stock. At the date of the transaction, GHE had no assets or operations
and had liabilities of approximately $20,000, which was expensed as startup
costs. For accounting purposes, the transaction was treated as a
recapitalization and accounted for as a reverse acquisition. Therefore, the
financial statements of the Company reflect the assets, liabilities and
operations of Eagletech Florida as if it had been the reporting entity since
inception. On June 8, 1999, subsequent to the merger, GHE changed its name to
Eagletech Communications, Inc.
The Company is in the development stage and its efforts through March 31, 2000
are principally devoted to organizational activities, raising capital and
development of its products. Management anticipates incurring substantial
additional losses as it pursues its development efforts. See note 3 for
management's plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - The Company considers all unrestricted deposits and
highly liquid investments, readily convertible to known amounts, with an
original maturity of three months or less, to be cash equivalents.
PROPERTY AND EQUIPMENT - Property, and equipment are stated at cost. Major
renewals and improvements are capitalized, while maintenance and repairs are
expensed when incurred. The cost and accumulated depreciation for property, and
equipment sold, retired, or otherwise disposed of are relieved from the
accounts, and resulting gains or losses are reflected in income. Depreciation is
computed over the estimated useful lives of depreciable assets using the
straight-line method.
F 7
<PAGE> 30
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS - The Company evaluates the recoverability of
its property and equipment, and other assets in accordance with Statement of
Financial Accounting Standards Board ("FASB") No.121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Live Assets to Be Disposed Of"
("SFAS 121"). SFAS 121 requires recognition of impairment of long-lived assets
in the event the net book value of such assets exceeds the estimated future
undiscounted cash flows attributable to such assets or the business to which
such intangible assets relate. When an asset exceeds its expected operating cash
flow, it is considered to be impaired and is written down to fair value, which
is determined based on either discounted future cash flows or appraised values.
No impairments were recognized during the years ended March 31, 2000 and 1999.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The fair value of the Company's financial
instruments such as accounts payable and judgments payable approximate their
carrying value.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RESEARCH AND DEVELOPMENT EXPENSES - Research and development expenses are
charged to operations as incurred.
ADVERTISING COSTS - Advertising costs are charged to operations as incurred and
were $633 in 2000 and $4,701 in 1999.
INCOME TAX - Income tax assets and liabilities are computed annually for
temporary differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based upon enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax asset will not be realized.
Income tax expense is the tax payable or refundable for the period, plus or
minus the change during the period in deferred tax assets and liabilities.
DEFERRED COMPENSATION - Deferred compensation related to stock options is
amortized over the period during which the options become exercisable.
START-UP COSTS - The Company accounts for start up costs in accordance with the
Accounting Standards Executive Committee of the AICPA Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5
requires start-up costs, including organizational costs be expensed as incurred.
The Company expensed all start-up costs.
F 8
<PAGE> 31
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
LOSS PER SHARE - The Company accounts for earnings per share according to
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("FAS
128"). FAS 128 requires presentation of basic and diluted earnings or loss per
share. Stock options granted during the year were not included in the
computation of net loss per share because the effect of inclusion would be
anti-dilutive due to the Company's net loss. Earnings or loss per share is
computed by dividing net income or loss by the weighted average number of shares
outstanding during the period.
SEGMENT REPORTING - In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131"). This statement requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did not have any
separately reportable operating segments as of March 31, 2000 and 1999.
COMPREHENSIVE INCOME - In June 1997, FASB issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 established standards for reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements. The
Company had no items of other comprehensive income during the years ended March
31, 2000 and 1999.
RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998, FASB issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 established accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. The Company does not currently use
derivative instruments and, therefore, does not expect that the adoption of SFAS
133 will have any impact on its financial position or results of operations.
F 9
<PAGE> 32
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. OPERATIONS AND MANAGEMENT'S PLAN
The Company is a development stage entity having no revenue or operations from
its inception to March 31, 2000. The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As shown
in the accompanying financial statements, the Company incurred net losses of
$10,648,070 and $57,481 for the years ended March 31, 2000 and 1999,
respectively.
The Company's continued existence is dependent upon its ability to resolve its
liquidity problems, principally by obtaining capital, commencing sales of its
services and generating sufficient revenues to become profitable.
As of March 31, 2000, the Company had working capital of $164,236 and
stockholders' equity of $400,987.
The Company plans to address these issues in several ways.
On May 19, 2000, subsequent to year end, the Company sold preferred stock
pursuant to a private placement for $2,153,260. The Company believes that this
cash will be sufficient to operate the Company for the next twelve months if the
Company generates no revenues from operations. The Company expects operating
losses and negative cash flow to continue for the foreseeable future as it
invests in equipment, marketing and sales efforts and expansion of its services
from its initial limited geographical area.
The Company has completed its testing of the services it intends to provide and
it expects to begin generating revenues from operations in June 2000. The
Company has one service bureau, which can service Miami-Dade, Broward and Palm
Beach counties, Florida. It is enrolling independent agents to sell it services
and it began advertising its services through local television in Broward
County.
The Company also plans to expand its service areas to Atlanta, Georgia and
Charlotte, North Carolina.
The Company has a limited operating history and its prospects are subject to the
risks, expenses and uncertainties frequently encountered by companies in the
rapidly evolving telecommunications markets. These risks include the failure to
develop the Company's services, the rejection of the Company's services by
consumers and the inability of the Company to increase revenues to generate
positive cash flow.
F 10
<PAGE> 33
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at March 31, 2000:
<TABLE>
<CAPTION>
Estimated
Useful lives
------------
<S> <C> <C>
Office equipment $ 16,483 5 years
Telecommunications equipment 103,897 5 years
Telecommunication software 20,258 3 years
Office and accounting software 67,048 3 years
Leasehold improvements 41,468 10 years
Furniture and fixtures 1,861 7 years
---------
251,015
Less: accumulated depreciation (29,805)
---------
$ 221,210
=========
</TABLE>
Depreciation expense was $29,805 and $0 for the years ended March 31, 2000 and
1999.
5. CONVERTIBLE DEBT
In 1998, the Company issued unsecured convertible notes in the amount of
$88,200, due on demand, with interest accruing at seven percent. During June
1999, the notes were converted at $.75 per share to 117,599 shares of common
stock, and the accrued interest of $12,138 was contributed to capital.
6. JUDGMENTS PAYABLE
As of March 31, 1999, the Company had judgments relating to three outstanding
irrevocable financing agreements from various banks in the amount of $68,196,
issued in connection with the lease of certain equipment. During the year ended
March 31, 1999, the equipment was abandoned. However, the judgments continued to
accrue interest at the rate of 10%, which was included in accounts payable and
accrued expenses. During the year ended March 31, 2000, the Company settled
judgments totaling $48,976, including interest, for $16,500, which resulted in a
gain of $32,476.
F 11
<PAGE> 34
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. RELATED PARTY NOTES
As of March 31, 1999 the Company had unsecured demand notes payable to
stockholders totaling $88,127. Interest of $12,953 was accrued and contributed
to capital when the notes were paid.
8. OPERATING LEASES
The Company leases its office space on a month-to-month basis. Subsequent to
year-end, the Company leased additional facilities for use as a service center
containing approximately 1,000 square feet, for ten years, expiring on September
30, 2009. Rental expense for the year ended March 31, 2000 for both facilities
was $25,233
Future minimum lease payments for the years ended, March 31,
<TABLE>
<S> <C>
2001 $ 4,802
2002 4,802
2003 4,802
2004 4,802
2005 4,802
Thereafter 21,610
----------
$ 45,620
==========
</TABLE>
9. SALE OF SECURITIES AND MERGER
In May 1999, the Company approved a one for three reverse stock split effective
June 9, 1999. All share and per share information has been restated to
retroactively reflect this split. In March 1999, GHE issued 703,452 shares to
individuals pursuant to a private placement.
On April 1, 1999, the Company, pursuant to a private placement offering, sold
3,333,333 shares of common stock for $1,261,000 in cash. In January and March
2000, pursuant to additional private placements, the Company sold 122,500 share
of common stock for $490,000
In June 1999, the Company issued 675,402 shares of common stock to officers and
a founding stockholder and recorded a $5,818,768 charge for compensation at the
market value at the date of grant. During August and September of 1999, 60,000
shares of common stock were issued for services performed, totaling $463,125 at
the market value at the date of grant.
F 12
<PAGE> 35
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
9. SALE OF SECURITIES AND MERGER (CONTINUED)
During the fiscal year 2000, the Company issued 150,000 shares of common stock
to the Company's investment banking and public relations firms for services
performed, totaling $1,725,000. In February and March of 2000, the Company
issued 90,000 shares of common stock to consultants for services performed,
totaling $720,000. These stock transactions were expensed at market value on the
date the transactions were approved by the board of directors.
In June 1999, the convertible note holders converted their notes to 117,599
shares of common stock (see Note 5).
In September 1999, the Company issued 6,888 shares of common stock as payment
for $20,000 of liabilities.
10. STOCK OPTIONS
During 1999, the Company granted stock options to officers for 200,000 shares of
common stock at the exercise price of $2.00 per share. Options for 100,000
shares will fully vest and become exercisable on June 1, 2000 and the other
100,000 shares will fully vest and become exercisable on December 31, 2000. The
difference between fair market value and the options price of $554,004 has been
recorded as deferred compensation until vested.
The following table summarizes activity for the year ended March 31,
2000:
<TABLE>
<CAPTION>
Outstanding stock options Exercisable stock options
------------------------- -------------------------
Weighted Weighted
Average Weighted average Weighted
Exercise Remaining average remaining average
Price Contractual exercise contractual exercise
Range Shares Life price Shares life price
----- ------ ---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
$ 2.00 200,000 9.75 $ 2.00 - - $ -
------- ------- ---- ------ ------ ------ ------
$ 2.00 200,000 9.75 $ 2.00 - - $ -
======= ======= ==== ====== ====== ====== ======
</TABLE>
F 13
<PAGE> 36
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
10. STOCK OPTIONS (CONTINUED)
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price
------ -----
<S> <C> <C>
Outstanding on April 1, 1999 - $ -
Granted 200,000 2.00
======== ========
Outstanding on March 31, 2000 200,000 $ 2.00
======== ========
Exercisable on March 31, 2000 - $ -
======== ========
Shares available on March 31,
for options that may be granted -
Weighted average fair
value of options granted $ 7.29
========
</TABLE>
11. CONCENTRATION OF CREDIT RISK
During fiscal 2000, the Company maintained cash balances in excess of the
Federally insured limits. The funds are with a major money center bank.
Consequently, the Company does not believe that there is a significant risk in
having these balances in one financial institution. The cash balance at March
31, 2000 was $238,994.
12. INCOME TAXES
The Company did not have any net operating loss carryforwards as of March 31,
1999, due to the change of business and ownership provisions of the Internal
Revenue Code.
The Company had available at March 31, 2000, operating loss carryforwards for
federal and state taxes since its merger with Eagletech Florida of approximately
$10,692,070, which could be applied against taxable income in subsequent years
through 2020. The tax effect of the net operating loss is approximately
$4,023,000 and a full valuation allowance has been recorded, since realization
is uncertain.
F 14
<PAGE> 37
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
12. INCOME TAXES (CONTINUED)
Reconciliation of the differences between income taxes computed at the federal
statutory tax rates and the provision for income taxes is as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Income taxes computed at federal
statutory tax rate $ 3,635,000 $ 14,000
----------- -----------
State tax provision, net of
federal benefits 388,000 2,000
Change in valuation allowance (4,023,000) (16,000)
----------- -----------
Provision for income taxes $ -- $ --
=========== ===========
</TABLE>
Temporary differences that give rise to significant deferred tax assets are as
follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net operating loss carryforward $ 4,023,000 $ 19,000
----------- -----------
Total deferred tax assets 4,023,000 19,000
----------- -----------
Valuation allowance (4,023,000) (19,000)
----------- -----------
Net deferred tax asset $ -- $ --
=========== ===========
</TABLE>
13. COMMITMENTS
EMPLOYMENT AGREEMENTS - On September 30, 1999, the Company entered into an
employment agreement with the Chief Operating Officer for three years commencing
October 1, 1999. The agreement included a signing bonus of $10,000 and an
initial annual compensation of $110,000. In addition, the Company shall pay
incentive compensation equal to three percent of the Company's pre-tax earnings
in excess of $750,000.
F 15
<PAGE> 38
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
13. COMMITMENTS (CONTINUED)
On September 30, 1999, the Company entered into an employment agreement with the
Director of Marketing for three years commencing October 1, 1999. The agreement
included a signing bonus of $7,500 and an initial annual compensation of
$100,000. In addition, the Company shall pay incentive compensation equal to two
percent of the Company's pre-tax earnings in excess of $750,000. Subsequent to
year end, the Company amended the agreement to reduce his annual base salary to
$90,000 and to defer the vesting period for 100,000 of his stock options to
December 1, 2000.
On September 30, 1999, the Company entered into an employment agreement with the
Director of Technology for three years commencing October 1, 1999. The agreement
included a signing bonus of $7,500 and an initial annual compensation of
$90,000. In addition, the Company shall pay incentive compensation equal to one
percent of the Company's pre-tax earnings in excess of $750,000.
Future commitments to employees (exclusive of incentive compensation) for the
years ended, March 31,
<TABLE>
<S> <C>
2001 $ 320,000
2002 355,000
2003 185,000
------------
$ 860,000
============
</TABLE>
14. SUBSEQUENT EVENTS
On May 19, 2000, the Company completed a private placement of 321,389 shares of
Series A Convertible Preferred Stock for $2,153,260. The preferred shares may be
converted at any time, at the option of the holder, into common stock of the
Company. The conversion price is the lesser of the purchase price ($6.70 per
share) or 80% of the average of the lowest three closing prices during the
twenty trading days prior to conversion. If the conversion price at the time of
any conversion is less than $5.00, then at the option of the Company the
preferred stock may be redeemed by the Company at a price equal to 120% of the
purchase price. The preferred stock will be entitled to a 10% annual dividend.
The dividend will be payable in common stock upon conversion of the preferred
stock. In addition, the preferred stock holders received 1.2 warrant shares for
each share of preferred stock purchased. The warrants entitle the holders to
purchase common stock at $6.70 per share. The term of the warrants is three
years.
F 16
<PAGE> 39
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Eagletech has changed accountants since its formation; but there were
no disagreements with the findings of Eagletech's former accountants.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16 OF THE EXCHANGE ACT.
The directors and officers of Eagletech are as follows:
<TABLE>
<CAPTION>
Director
Name Age Since Position
---- --- ----- --------
<S> <C> <C> <C>
Robert J. Dobbs 40 1999 President, Chairman of the Board
and Director
Rodney E. Young 48 1999 Executive Vice President of
Technology, Secretary, Treasurer
and Director
Robert A. Bergman 49 1999 Executive Vice President- Sales and
Marketing
Thomas Kessler 57 1999 Director
Kenneth L. Payne 40 1999 Director
Christopher P. Flannery 43 1999 Director
</TABLE>
ROBERT J. DOBBS, JR. Mr. Dobbs became President and Chairman of the Board of
Eagletech in April 1999. Mr. Dobbs has been owner and President of ATNEX
Business Solutions, Inc., Fort Lauderdale, Florida since 1997. In this capacity,
Mr. Dobbs was responsible for all operations of a regional management consulting
firm specializing in providing corporate re-engineering and business solutions.
In this role, Mr. Dobbs served as interim chief operating officer for several
companies providing day-to-day management of all corporate operations and
financial/reporting accountability to the company's shareholders. Mr. Dobbs was
responsible for increased corporate profits, reduction of overhead and
improvement in company's Dun & Bradstreet credit rating. ATNEX is currently
inactive and all of Mr. Dobbs' professional time and efforts are devoted to
Eagletech.
From 1995 to 1998, he served as Vice President, First Union National
Bank, Fort Lauderdale, Florida where he was responsible for corporate revenue
generation through
19
<PAGE> 40
the distribution of commercial credit, capital markets solutions and
comprehensive cash management platforms to senior-level executives and managers
of small and middle market size companies located in the South Florida Region.
From 1986 to 1995, Mr. Dobbs served as Senior Vice President, SunTrust
Bank, Washington, DC. He is a graduate of The American University Kogod School
of Business. During his military career, while in the United States Army, Mr.
Dobbs served on the Presidential Honor Guard.
RODNEY E. YOUNG. Mr. Young is a founder of Eagletech and has been engaged in
developing Eagletech's technology since 1996. From 1989-1996, Mr. Young was
owner and president of Eagle/Century Development Corp., Fort Lauderdale,
Florida. There he developed the concept behind the EagleOne(TM) service.
THOMAS R. KESSLER. Mr. Kessler was named a director of Eagletech in September
1999. Since 1994, Mr. Kessler has been a Director of Montaque Securities
International Limited, Nassau, The Bahamas. Mr. Kessler has been Managing
Director of Lloyds Bahamas Securities, Inc., a securities brokerage firm located
in Nassau, the Bahamas, since 1998. Previously he was General Manager of the
Euro Canadian Bank, Nassau, The Bahamas.
Mr. Kessler is a graduate of Kent State University (B.S. and M.A.) and
the Cleveland Marshall College of Law (J.D.).
KENNETH L. PAYNE. Kenneth L. Payne became a director of Eagletech in September
1999. Since 1989, Mr. Payne has served as an officer of Main Street Realty Inc.,
a real estate development company in Louisville, Tennessee. Currently he is
president and CEO of Main Street Realty.
Mr. Payne is a licensed Certified Public Accountant (CPA) and is a
member of the American Institute of Certified Public Accountants, the Kentucky
Society of CPAs, where he has also served as a member of the Federal Taxation
Committee, and the Tax division of the AICPA. Mr. Payne is a graduate of the
University of Louisville and is a native of Louisville.
CHRISTOPHER P. FLANNERY. Mr. Flannery was named a director of Eagletech in
September 1999. Mr. Flannery has practiced corporate and business law, with an
emphasis on securities, since 1984, first in New York and now in Philadelphia.
Mr. Flannery is an attorney with Astor, Weiss, Kaplan & Rosenblum, LLP in Center
City Philadelphia. Mr. Flannery has written for Philadelphia Enterpriser
Magazine and Mergers & Acquisitions. Mr. Flannery has been a principal speaker
in numerous programs for the profession and for entrepreneurs on corporate
finance and securities issues.
Mr. Flannery graduated from the Cornell Law School in 1981. In 1978,
Mr. Flannery received his B.A., magna cum laude, from LeMoyne College in
Syracuse, New York majoring in History and French, with minors in Political
Science and Philosophy.
20
<PAGE> 41
ROBERT A. BERGMAN. Mr. Bergman became Eagletech's Vice President of Sales and
Marketing in June 1999. Named exect vp in Sept 99. Mr. Bergman has been actively
involved with sales and marketing for major investment banking firms, as well as
marketing benefit enhancement products in the managed care and insurance
marketplace. His background includes experience in employee benefits, estate
planning and insurance sales. Since 1994, he has been a self-employed sales and
marketing consultant in the insurance, energy and technology fields.
Mr. Bergman has a B.A. in Business Administration from Temple
University and pursued graduate studies at the Wharton School of Business. He is
actively involved within his community and serves as a Board Member of
Associated Day Care Services.
The above listed directors will serve until the next annual meeting of
the stockholders or until their death, resignation, retirement, removal, or
disqualification, and until their successors have been duly elected and
qualified. Our executive officers serve at the discretion of the Board of
Directors. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of Eagletech serve at the will of the
Board of Directors. There are no agreements or understandings for any officer or
director to resign at the request of another person and no officer or director
is acting on behalf of or will act at the direction of any other person. There
is no family relationship between any executive officer or director of
Eagletech.
Board Committees. The Board of Directors has established a Compensation
Committee consisting of Mr. Kessler, Mr. Kenneth Payne and Mr. Flannery. The
Board intends to establish an Audit Committee at the next meeting of the Board
of Directors.
Compensation Committee Interlocks And Insider Participation. No members of the
Compensation Committee serve on any other boards with any of the Company's
officers or directors.
Director Compensation. Eagletech's directors do not receive any cash or other
compensation for their service as members of the Board of Directors, although
they are reimbursed for travel and lodging expenses in connection with
attendance at Board meetings. Members of the Compensation Committee are
automatically granted options to purchase 25,000 shares of Company Common Stock
each year they serve on the Compensation Committee under the Company's 2000
Director Stock Option Plan. These options have a ten year term and are
exercisable at an exercise price of 100% of the fair market value on the date of
grant. Members of the Compensation Committee are not eligible to receive options
under the Company's 2000 Stock Option Plan, described below.
Compliance with Section 16. The Company's officers, directors and 5% or greater
stockholders have filed all reports necessary under Section 16 on a timely
basis.
21
<PAGE> 42
ITEM 10. EXECUTIVE COMPENSATION.
Executive Compensation. The following table sets forth the compensation received
for services rendered to Eagletech during the fiscal year ended March 31, 1999
by our former Chief Executive Officer. Eagletech had no officers who earned more
than $100,000 during the fiscal year ended March 31, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name And Principal Annual Compensation Other Annual Long-Term All Other
Position Salary($) Bonus($) Compensation Compensation Awards
------------------ --------- -------- ------------ ------------ ------
Compensation
------------
<S> <C> <C> <C> <C> <C>
Robert J. Dobbs, Jr. $110,000 $10,000 None None $600,000
President
Rodney E. Young $90,000 $5,000 None None $2,371,884
Executive Vice President
Robert Bergman $100,000 $7,500 None None $440,625
</TABLE>
On June 15, 1999, Robert J. Dobbs, Jr. became Chairman of the Board,
President and Chief Executive Officer of Eagletech. Prior to this, in
anticipation of Mr. Dobbs' employment, on May 5, he was issued 100,000 shares of
restricted common stock as part of his employment agreement, valued at $600,000.
On an annual basis, Mr. Dobbs' initial salary would have been $75,000. On
September 25, 1999, the Board approved an employment agreement with Mr. Dobbs
whereby Mr. Dobbs will receive an annual salary of $110,000, with a bonus only
if granted by the Board of Directors.
On June 15, 1999, the Company issued Mr. Young 275,000 shares of Common
Stock in consideration for past services to the Company, the fair market value
of which are reflected in the chart above in the column "Other Income." On
September 25, 1999, the Board approved an employment agreement with Mr. Young
whereby Mr. Young receives an annual salary of $90,000, with a bonus only if
granted by the Board.
On July 1, 1999, Robert Bergman became Vice President and Director of
Marketing of Eagletech. As part of his initial employment arrangements, Mr.
Bergman was issued 50,000 shares of restricted common stock, valued at $440,625.
On an annual basis, Mr. Bergman's initial salary would have been $60,000. On
September 25, 1999, the Board approved an employment agreement with Mr. Bergman
whereby Mr. Bergman was named an Executive Vice President and will receive an
annual salary of $100,000, with a bonus only if granted by the Board of
Directors.
Eagletech did not pay to our Chief Executive Officer or any executive
officer any compensation intended to serve as incentive for performance to occur
over a period longer than one year pursuant to a long-term incentive plan in the
fiscal year ended March 31, 2000.
22
<PAGE> 43
Eagletech does not have any defined benefit or actuarial plan with
respect to our Chief Executive Officer or any executive officer under which
benefits are determined primarily by final compensation and years of service.
Stock Grants and Options
In the fiscal year ended March 31, 2000, Eagletech granted 100,00
restricted shares to its Chief Executive Officer, Mr. Dobbs, and 50,000
restricted shares to its Executive Vice President of Marketing, Mr. Bergman, as
signing bonuses. Eagletech also granted 275,000 restricted shares to Rodney
Young as compensation for services rendered to the Company in its
reorganization. The shares issued to Mr. Dobbs became vested on June 9, 2000;
the shares issued to Mr. Bergman become vested July 1, 2000.
In September, 1999, Eagletech issued its Chief Executive Officer and
its Executive Vice President options to purchase 100,000 shares of Common Stock
each, exercisable at $2.00 per share for a term of 10 years, expiring Sept 2009.
The options granted to Mr. Dobbs vested on June 1 2000; the options granted to
Mr. Bergman vest on December 1, 2000.
None of Eagletech's directors receives any cash compensation for their
respective services rendered to Eagletech as directors, nor have they received
such compensation in the past. On May 11, 2000, all non-employee directors were
granted options to purchase 25,000 shares of Eagletech Common Stock at an
exercise price of $7.75. They all have agreed to act without compensation until
authorized by the Board of Directors. Further, none of the directors is accruing
any compensation under any agreement with Eagletech.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth the beneficial ownership for Eagletech's
sole class of Common Stock of Eagletech beneficially owned by all directors,
officers and 5% or more holders.
<TABLE>
<CAPTION>
Name and
Address of Nature of
Beneficial Beneficial Number of
Owner Ownership Shares Percent
----- --------- ------ -------
<S> <C> <C> <C>
Robert J. Dobbs(1)(2) Record 200,000 2.0%
Rodney E. Young(1)(3) Record and Beneficial 2,775,001 27.4%
Robert A. Bergman(1)(4) Record 150,000 1.5%
James Payne(1)(5) Record and Beneficial 2,575,001 25.4%
</TABLE>
23
<PAGE> 44
<TABLE>
<S> <C> <C> <C>
Thomas Kessler(1)(6) Record and Beneficial 25,000 0.3%
Kenneth L. Payne(1)(6)(7) Record and Beneficial 225,000 2.2%
Christopher P. Flannery(1)(6) Record and Beneficial 25,000 0.3%
All officers and directors
As a group (7 persons) 5,975,002 58.9%
</TABLE>
(1) Address c/o Eagletech at 305 South Andrews Avenue, Fort Lauderdale,
Florida.
(2) Includes options to purchase 100,000 shares of Common Stock exercisable at
$2.00 per share beginning June 9, 2000.
(3) Mr. Young's total includes 853,330 shares owned by members of his immediate
family as to which he disclaims beneficial ownership.
(4) Includes options to purchase 100,000 shares of Common Stock exercisable at
$2.00 per share beginning December 1, 2000.
(5) Mr. James Payne's total includes 536,300 shares owned by members of his
immediate family as to which he disclaims beneficial ownership.
(6) Represents options to purchase 25,000 shares issued to non-employee
directors on May 1, 2000.
(7) Mr. Kenneth Payne's holdings include 50,000 shares owned by members of his
immediate family as to which he disclaims beneficial ownership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of March 31, 1999, Eagletech owed a total of $88,127 to Mr. Young, a
director and greater than 5% stockholder and to Mr. James Payne, a greater than
5% stockholder and brother of Kenneth Payne, a director. These notes were demand
notes bearing 7% interest. By March 31, 2000, Eagletech has totally paid off the
related party notes in full.
Non-employee directors of Eagletech are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as directors of Eagletech.
Insofar as the directors are engaged in other business activities, management
anticipates that they will devote only a minor amount of time to Eagletech's
affairs.
The non-employee directors of Eagletech are now, and may in the future
become, stockholders, officers or directors of other companies that may be
engaged in business activities similar to those conducted by Eagletech.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of Eagletech or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the performance
of their duties or otherwise. Eagletech does not currently have a right of first
24
<PAGE> 45
refusal pertaining to opportunities that come to management's attention insofar
as such opportunities may relate to Eagletech's proposed business operations.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit
No
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation+
3.2 Bylaws+
3.3 Amendment to Articles of Incorporation authorizing Series A
Preferred Stock#
(4) Instruments defining rights of Holders
4.1 Form of Warrant#
(10) Material Contracts
10.1 Consulting Agreement with LBC Capital, Inc.+
10.2 Services Agreement with BellSouth Telecommunications, Inc.+
10.3 Employment Agreement with Robert J. Dobbs+
10.4 Employment Agreement with Rodney Young+
10.5 Employment Agreement with Robert Bergman+
10.6 Form of Securities Purchase Agreement#
10.7 Form of Registration Rights Agreement#
(21) Subsidiaries of the Registrant
21.1 Subsidiaries of the Registrant+
(27) Financial Data Schedule
27.1 Financial Data Schedule++
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the period covered
by this report.
--------
+ Filed with the Company's initial filing on Form 10-SB filed February 1, 2000.
++ Filed herewith
# Filed with the Company's Form 8-K on June 2, 2000.
25
<PAGE> 46
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: June 26, 2000 EAGLETECH COMMUNICATIONS, INC.
By: /s/ ROBERT J. DOBBS, JR.
--------------------------------
Robert J. Dobbs, Jr., President
and Chief Executive Officer
Date: June 26, 2000 By: /s/ RODNEY YOUNG
---------------------------------
Rodney Young, Treasurer
(Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated
Date: June 26, 2000 /s/ ROBERT J. DOBBS, JR.
------------------------------------
Robert J. Dobbs, Jr., Chairman and
Director
Date: June 26, 2000 /s/ RODNEY YOUNG
------------------------------------
Rodney Young, Director
Date: June 26, 2000 /s/ KENNETH L. PAYNE
------------------------------------
Kenneth L. Payne, Director
Date: June 26, 2000 /s/ THOMAS KESSLER
------------------------------------
Thomas Kessler, Director
Date: June 26, 2000 /s/ CHRISTOPHER P. FLANNERY
------------------------------------
Christopher P. Flannery, Director
26
