SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended: DECEMBER 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No. 0-29025
NETVOICE TECHNOLOGIES CORPORATION
---------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 91-1986538
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
13747 MONTFORT DRIVE, SUITE 250
DALLAS, TX 75240
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(Address of Principal Executive Offices, Including Zip Code)
Registrants Telephone Number, Including Area Code: (972) 788-2988
Securities Registered Pursuant to Section 12(b) of the Act: NONE.
Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK,
$.001 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
As of April 4, 2000, 13,416,600 shares of Common Stock were outstanding,
and the aggregate market value of the Common Stock of NetVoice Technology
Corporation held by nonaffiliates was $111,718,800.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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 the issuer's revenues for its most recent fiscal year. $1,212,363.
Documents incorporated by reference:
DEFINITIVE PROXY STATEMENT FOR ANNUAL SHAREHOLDER MEETING 2000
EXHIBITS TO FORM 10SB (SEC FILE NO. 0-29025)
This Form 10-KSB consists of 69 pages. The Exhibit Index begins on page 48.
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TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market Price of the Registrant's Common Stock and Related
Security Holder Matters
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 7. Financial Statements
Item 8. Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits, Financial Statements and Reports on Form 8-K
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Business," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and elsewhere in this Form 10-KSB constitute forward-looking statements.
These statements involve known and unknown risks, significant uncertainties
and other factors what may cause our actual results, levels of activity,
performance or achievements to be materially different from any future
results, ability to repay debt to noteholders, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among other things, those listed under
"Risk Factors" including, but not limited to, "Our limited operating
history," "Our operating losses, current liabilities of $5.6 million and
anticipate losses will continue and increase in the foreseeable future,"
"We intend to pursue multiple streams of revenue," "We may experience
difficulties managing our expanding operations," "We may fail to establish
and maintain strategic relationships" and "We are dependent on sales agents
to market and distribute our products and services."
PART I
IN THIS ANNUAL REPORT ON FORM 10-KSB THE TERMS "NETVOICE," "COMPANY,"
"WE," "US" AND "OUR" REFER TO NETVOICE TECHNOLOGIES CORPORATION AND OUR
WHOLLY OWNED SUBSIDIARIES, NETVOICE TECHNOLOGIES, INC. AND NETLD.COM, INC.
WE REFER TO NETVOICE TECHNOLOGIES, INC. AS NVT, INC.; WE REFER TO
NETLD.COM, INC. AS NLD; AND WE REFER TO OUR $.001 PAR VALUE COMMON STOCK AS
COMMON STOCK. ALL REFERENCE TO THE NUMBER OF SHARES OUTSTANDING AND OTHER
RELATED CALCULATIONS AND DATA ARE ADJUSTED THROUGHOUT THIS REPORT TO REFLECT
THE 2 FOR 1 STOCK SPLIT WHICH OCCURRED IN MARCH 2000 UNLESS THEIR CONTEXT
REQUIRES OTHERWISE.
ITEM 1. DESCRIPTION OF BUSINESS.
HISTORY
Our Company is a Nevada corporation. We and our wholly-owned
operating subsidiaries, NetVoice Technologies, Inc. and NetLD.com, Inc.,
both Nevada corporations, have executive and operating offices at 13747
Montfort Drive, Suite 250, Dallas, Texas 75240. Our telephone number is
(972) 788-2988. Our Website address is www.netvoice.net and
www.netvoice.com.
The Company is the successor company to NetVoice Technologies, LLC, a
Texas limited liability company that began operations on January 7, 1998.
NetVoice Technologies, LLC was formed for the purpose of developing,
acquiring and operating telephone communication facilities and networks
that were intended to transmit voice over the Internet utilizing
conventional and Internet technologies. NetVoice Technologies, LLC was
reincorporated in Nevada on June 30, 1998, as NetVoice Technologies, Inc.
On August 13, 1998, the Company ("legal acquirer") concluded a
reorganization agreement with NVT, Inc. ("accounting acquirer"). Pursuant
to the reorganization agreement, the Company issued 6,000,000 shares of our
common stock to the six shareholders, in exchange for all of the
outstanding shares of common stock of NVT, Inc. As a result of concluding
the reorganization agreement, NVT, Inc. became a wholly-owned subsidiary of
the Company,
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and the six former shareholders of NVT, Inc. became the holders of
approximately seventy five percent (75%) of our outstanding shares of
common stock. The remaining 25% of the shares not exchanged were owned
by various non-affiliated shareholders who may have resold their shares
into the open market since the reorganization. The value of assets that
NVT, Inc. ("accounting acquirer") acquired as a result of the reorganization
with the Company was negligible because the Company was an inactive shell at
the time of the reorganization. There was no prior affiliation between the
parties. See "Principal Shareholders" and "Certain Transactions."
NetLD.com, Inc. was incorporated in the State of Nevada as a wholly-
owned subsidiary of the Company on October 14, 1999. This corporation was
initially formed for the purpose of conducting the traditional long
distance telephone services of the Company. Currently, we have had no
activity in this subsidiary and it is not anticipated traditional long
distance will be pursued as part of our business model. We may disband
this entity or use it for other corporate purposes as yet to be determined.
OVERVIEW
We are a provider of voice transmission over the Internet, which
allows our customers to make high-quality, low-cost telephone calls on
their personal computers or traditional telephones with a technology known
as Voice over Internet Protocol ("VoIP"). The technology has advanced so
that we now communicate from:
* one personal computer to another
* personal computer to a conventional telephone
* conventional phone to conventional phone
We commenced offering our long distance Internet services during the
past year as part of our current business plan. We have aggressively been
deploying VoIP gateways in 25 markets located throughout the United States
with leading manufacturers such as Cisco Systems, Inc. and leading Internet
backbone suppliers. Currently, Cisco Systems supplies us with much of the
equipment involved in establishing our VoIP gateways and building our
network. Furthermore, we participate in the "Jump Start" program with
Cisco, where we receive marketing dollars from them in exchange for our
purchase of Cisco equipment and use of their name in conjunction with our
marketing efforts. To date, we have only received approximately $25,000
from Cisco through this program. For a more detailed discussion of our
relationship with Cisco and other suppliers, see "Contractual
Relationships" below.
The Company's IP telephony network is built to handle and transport IP
telephony minutes. This is accomplished through leased lines that allow us
to connect and expand our network between various cities. Currently each
of our markets has sufficient capacity to provide 50 million minutes of
communication time per year, and this represents our break-even point.
However, this number will increase as we continue to expand our network.
Thus, the communication time we provide on our network is limited by the
size of the network.
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Our goal is to expand our gateway network after an assessment of
locations which provide high potential traffic and investigate new VoIP
applications and develop new installation sites.
Our operations currently do not require the use of any raw materials.
Our major customers in 1999, included IXC Communications, Inc., Caprock
Communications Corporation, World Access, Inc., Landmark Community News and
Z-Tel, Inc. These customers purchase minutes at either a flat rate or on
a per minute basis. We do not believe that the loss of these customers
would have a significant impact on our revenues in the year 2000 due to our
current marketing efforts to other large customers.
We have filed a patent application for a communications enabled
browser and have filed a trademark application for the mark "CAB" as
applied to the browser software. Both of these applications are currently
pending.
Since inception, we have spent approximately $25,000 on research and
development involving our network, however none of these costs were borne
directly by our customers.
The Company is not currently subject to any environmental laws.
INDUSTRY BACKGROUND
The Internet is experiencing unprecedented growth as a global medium
for communications and commerce. International Data Corporation estimates
that the number of Internet users worldwide will grow from approximately
142 million at the end of 1998 to 399 million by the end of 2002. These
users are increasingly using the Internet as a communications medium. A
recent study by E-Marketer, a market research firm, estimated that 9.4
billion e-mail messages are delivered daily. Instant text communication
through online "chat" rooms is also gaining widespread acceptance.
Online commerce is also becoming widely accepted as a means of doing
business, however, projections for Internet commerce growth involve a
multitude of variables, many of which cannot be readily predicted.
According to International Data Corporation, Internet users worldwide
purchased more than $50 billion of goods and services in 1998.
International Data Corporation projects that commerce over the Internet
will grow to approximately $1.3 trillion in 2003. Projections for Internet
commerce growth involve a multitude of variables, none of which can be
reliably predicted.
The use of the Internet to make long distance calls will enable
consumers the ability to talk directly to online sellers and facilitate the
online purchasing experience at lower prices. We believe Internet long
distance will become an important component of online purchasing and
communicating with customers.
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EMERGENCE OF INTERNET TELEPHONY
Internet telephony has emerged as a low cost alternative to
traditional long distance calls. The revenue of an IP telephony service
provider depends on the volume of minutes that it originates, it
terminates, or that transits its network, or a combination of the three.
Thus, the minutes of use is the critical metric for assessing an IP
telephony service providers opportunity. According to International Data
Corporation, VoIP Telephony will be 135 billion minutes by 2004, up from
2.7 billion today. IDC also estimates the IP telephony services annual
revenue will reach $19 billion by 2004. International services will remain
as the largest portion of the market, consisting of $17.25 billion by 2004.
However, it is estimated that as IP technology improves, domestic use will
increase substantially.
Internet telephone calls are currently less expensive than traditional
long distance calls primarily because the technology by which Internet
phone calls are made is more cost-effective than the technology by which
traditional long distance calls are made. First, no modifications are
necessary to existing home telephones. Second, transport is more efficient
than traditional long distance technology that uses circuit-switching
technology. Third, calls carried over the Internet or our network bypass
a significant portion of long distance tariffs and taxes because Internet
telephony is currently an unregulated industry. Finally, our network
provides a more cost effective solution because it allows for the
transmission of Internet, data, voice and video over the same network. See
"Regulation of the Internet" for a more detailed description. Management
estimates that Internet telephony is on average approximately 35% cheaper
than traditional long distance rates.
We use a technology called "packet-switching" to break voice and fax
calls into discrete data packets, route them over the Internet or our
network and reassemble them into their original form for delivery to the
recipient. Traditional long distance calls, in contrast, are made using a
technology called "circuit switching" which carries these calls over voice
telephone networks. These networks are typically owned by governments or
carriers who charge a tariff for their use. Circuit switching requires a
dedicated connection between the caller and the recipient that must remain
open for the duration of the call. As a result, circuit-switching
technology does not allow multiple conversations to be carried over the
same line. The greater efficiency involved in packet-switching technology
creates network cost savings that can be passed on to the consumer in the
form of lower long distance rates.
Currently, there exists certain barriers to entry into the telephony
market which consist of the time to order the necessary hardware and
circuits; develop internal expertise to build and monitor the network and
the capital investment required. We feel our ability to raise capital over
the next twelve (12) months is our major barrier to continue to expand and
grow our network and hire and retain key technical personnel.
INTEGRATION OF VOICE INTO THE INTERNET
We believe that Internet telephony offers significant benefits to
consumers and businesses beyond long distance cost savings. The
technologies that enable Internet telephony can be applied to integrate
live voice capabilities into the Web. We believe that this integration can
enhance the potential for the Internet to become the preferred medium for
both communications and commerce. For example, the integration of voice
into the Web could
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supplement existing text-based modes of Internet communication such as e-mail
and online chat by adding a live, secure, low-cost or free voice
alternative. We believe that this will be attractive both to consumers and
businesses and allow us to combine our long distance network, Internet
access and voice telephony into a single business model.
In addition, voice-enabling the Web should give Internet shoppers the
ability to speak directly with customer service representatives of online
retailers in order to ask questions and alleviate concerns about online
security. This may increase the probability that a sale is made and may
give online retailers a key competitive advantage by providing them with
opportunities to sell higher margin and additional products to these
customers. Voice-enabling a commercial Web site may also give online
retailers the ability to provide more responsive customer support and service.
Integrating live voice capabilities into the Web would also enable
Internet companies to offer enhanced communications services, such as
providing Internet users with a central source for retrieving voicemail,
e-mail, faxes and pages. We believe this would allow these companies to
attract more users to their sites and to increase the amount of time these
users spend on their sites. This increased usage will allow these Internet
companies to attract advertisers and secure higher advertising rates,
thereby increasing revenue.
LIMITATIONS OF EXISTING INTERNET TELEPHONY SOLUTIONS
The growth of Internet telephony has been limited to date due to poor
sound quality attributable to technological issues such as delays in packet
transmission and network capacity limitations. However, recent
improvements in packet-switching technology, new software algorithms and
improved hardware have substantially reduced delays in packet
transmissions. In addition, the use of private networks such as our leased
facilities to transmit calls as an alternative to the public Internet is
helping to alleviate network capacity constraints. These networks are
profitable due to the efficiencies obtained with the use of IP as a
method of transport.
Several large long distance carriers, including AT&T and Sprint, have
announced Internet telephony service offerings. However, to date certain
of these announced service offerings have not been deployed on a large
scale. Many also require users to purchase other telecommunications
services such as voice messaging and Internet access. Smaller Internet
telephony service providers also offer low-cost Internet telephony services
from personal computers to telephones and from telephones to telephones.
These services, however, are available only in limited geographic areas.
We also believe that existing Internet telephony service providers rely
upon technologies and systems that lack large-scale billing, network
management and monitoring systems, and customer service capabilities
required for the integration of voice communication into the Web.
In addition, many companies currently provide Internet telephony
software and services that allow Internet telephone calls to be made
between personal computers. However, most of these companies require both
the initiator and the recipient of the call to have the same software
installed on their personal computers and to be online at the same time.
We view the competition from the large long distance carriers which
can offer Internet telephony at a lower costs as our major limitation to
becoming profitable. This competition will
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be in the form of lower prices, greater technological resources and larger
amounts of capital to upgrade and expand their existing long distance networks.
OUR SOLUTION
We will deliver high-quality Internet and telephony services to
consumers and businesses. Our solution provides the following benefits to
our customers:
* NATIONAL NETWORK. Currently we offer VoIP services to 25 markets
and are expanding to a nationwide network. Through our network
that includes 25 points of presence (POP's), we are able to offer
dial up Internet service in 13 major markets and full service
domestic long distance nationwide. As we expand our network our
costs will continue to significantly decrease while we continue
to offer coast to coast access.
* LOW COST. Our services allow our customers to make telephone
calls, often at a fraction of the cost of traditional long
distance service. Because the technology that enables long
distance calls to be routed over the Internet is more cost-
effective than the technology by which traditional long distance
calls are made, we are able to charge lower rates than
traditional long distance carriers.
* HIGH VOICE QUALITY. We offer high voice and data transmission
quality through our packet-switching network, which reduce packet
loss and delay, route packets efficiently and perform quality-
enhancing functions, such as echo cancellation. We intend to
continue to enhance the voice quality of our services as our
customer base and business grow.
* EASE OF USE AND ACCESS. Our services are designed to be
convenient and easy to access. Access to our network for
organizational and reseller customers is 100% seamless after
network initiated implementation.
* RELIABLE SERVICE. Our network is reliable because its design is
technologically advanced. Fault tolerant design allows us to
expand our network and add capacity by adding switches and
gateways to the existing network. Our system also provides
seamless service and high-quality voice transmission through our
ability to dynamically reroute packets if problems arise. We
believe that our ability to provide reliable service is essential
to the success of the company.
OUR STRATEGY
While a large number of VoIP companies have been formed in recent
years, most VoIP companies focus on the build out and development of
international VoIP networks, in the effort to capture an ever shrinking
high margin revenue base. Little attention has been given to domestic VoIP
with bundled service offerings. We believe that, in this very competitive
landscape that offering many voice and data transmission options, leasing
time (or purchasing minutes) on VoIP networks will quickly become a
commodity business, as the various competitors whittle margins to gain
growth and market share. We feel it is imperative to not only offer a
quality, nationwide network but to also be an aggressive marketing organization
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seeking to provide value added products and services. The following points
summarize our overall strategy:
NETWORK STRATEGY
* Build out POP's (points of presence) across the United States in
major cities and grow into markets dominated by the largest long
distance carriers;
* Attract large carrier customers as a means to push telephony
usage minutes through our network; and
* Focus on the domestic market through strategic relationships.
MARKETING STRATEGY
* Search for additional value added products and services in
telephony and forms of communications for our product portfolio;
* Focus on purchasing or licensing products from outside
development organizations; and
* Promote significant effort towards building brand name awareness.
WEBSITE STRATEGY
Currently we have two operational Websites:
* Netvoice.net or netvoice.com is a site devoted to marketing the
Company to the general community of potential customers, and
their employees. This site also includes limited e-commerce
capabilities for residential customers to purchase pre-paid long
distance services. We have not yet begun marketing the ability
to purchase low cost, long distance on-line.
* CorporateLD.com, is a marketing site emphasizing NetVoice
corporate solutions. The site will eventually allow corporate
customers to access call history and use and make payments
towards accounts on-line. This site will include:
1) Agents corner - information for existing agents and
recruiting information; and
2) Account Information - full, real time access to account
information, provisioning and deactivation.
The Company expects to launch two more sites by the end of the second
quarter 2000. These sites are:
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* CollegiateLD.com., a fully functional e-commerce and provisioning
web site focusing on selling Internet and telephony related
products into the college market;
* ResidentialLD.com., a fully functional e-commerce and
provisioning site focusing on selling Internet and telephony
related products into the residential market.
We are focusing on the finalization of all programming related to
billing and provisioning accounts in order to launch the sites. We have
spent approximately $50,000 to build our 4 sites and $30,000 to build an
on-line billing package. We expect to spend $500,000 to market our sites
in the first year. Currently, we have not developed any securities
measures with respect to our sales on our sites. The Company currently has
no strategic relationships associated with our websites other than the
contractual relationships described elsewhere herein.
We have acquired licenses with Call Vision.com, Inc. and Portal
Software, Inc. in order to bill and provision services on-line. Our
agreement with Call Vision.com, Inc. is for an initial one-year term and
includes a $30,000 license fee and minimal monthly fees based on the number
of customers who eventually use this service. Our agreement with Portal
Software, Inc. is for an indefinite term and includes an initial licensing
fee of $90,000.
WEBSITE TRAFFIC AND SALES
* www.netvoice.net/(netvoice.com) is currently receiving
approximately 14,000 individual visitors per month.
* CorporateLD.com has only been up and running since March 6, 2000,
and accordingly we do not yet have any statistics regarding
traffic levels on this site.
At this time, revenue generated via these two sites is insignificant
as the Company has yet to implement an all-out marketing campaign to
generate traffic for these sites.
WEBSITE AGENTS
Agents will be used in the promotion and sales of our services. We
intend to recruit agents via our websites, where they can apply online for
our agent program, and through our direct sales force. We do not intend to
use a multi-level marketing strategy, but intend to work directly with our
agents and compensate them on a commission basis based on revenue generated.
OUR NETWORK
Voice transmission over the Internet is of very recent origin and was
initially limited to communication from one personal computer to another.
The technology enabling such communication is known as Voice over Internet
Protocol or "VoIP". This technology has become so advanced as to enable
voice communication over the Internet.
* from one personal computer to another
* from a personal computer to a conventional telephone
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* from a conventional telephone instrument to another such instrument
CURRENT NETWORK
We have provided long distance services over the Internet for the past
year. We have been working on an aggressive schedule to increase the size
of our network, establish alliances with other long distance carriers with
existing networks, exploit our current installations, and generally attempt
to capture a larger portion of the long distance market. Our VoIP gateway
network is expanding in multiple geographic locations. We currently have
operational gateways in 25 markets:
Albuquerque Fort Worth New Jersey San Antonio
Atlanta Houston New Orleans Tampa
Austin Jacksonville New York Tulsa
Chicago Kansas City Oklahoma City Waco
Dallas Little Rock Omaha
Denver Los Angeles Phoenix
El Paso Miami/Ft. Lauderdale Portland
Our largest markets are in Dallas, Houston, Miami/Ft. Lauderdale,
Atlanta, Chicago, Los Angeles, Tampa and New York. These markets each have
the capacity of 7.0 to 10.0 million minutes per month. Our second tier
consists of San Antonio, Portland, Denver, Kansas City, Jacksonville and
Phoenix. These markets have the capacity of 1.0 million minutes per month.
The remaining markets have the capacity of 500,000 per month. Currently,
we are only utilizing approximately 4.0 million minutes per month for all
locations which is below our breakeven-point.
In each of the foregoing operating cities we utilize our VoIP
gateways, acquired from leading manufacturers such as Cisco Systems
("Cisco"). Our Internet telephony services are provided by a combination
of our own leased fiber, leased PSTN facilities and leased Internet
services from leading Internet backbone suppliers.
NETWORK EXPANSION
Our current expansion plans are as follows:
* Expand existing long distance traffic utilizing the Internet
* Establish new installation sites
* Evaluate sites for needed upgrades
* Maintain existing hardware and software
* Investigate additional applications for VoIP
We are planning to have our VoIP gateways installed in 50 cities by
the end of 2000. The bulk of the equipment costs will be financed through
Cisco's financing program for small businesses and additional private and
public equity and/or debt offering. Currently our revenues
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do not exceed network costs and we experience short falls each month
requiring additional infusions of capital, which may or may not be
available in the future.
NETWORK ADVANTAGES
The principal advantages of our use of the Internet and the VoIP network:
* Utilization of packet-switching technology that converts natural
voice into data packets that are transmitted over our network to
our destination gateways where the packets are returned to
natural voice.
* Cost savings that we can pass on to our customers in the form of
lower long distance charges.
* Ability to transmit faxes routed over our VoIP network without
purchasing additional hardware or software.
* Delivery of high voice quality and faxes transmitted without
delay with immediate delivery confirmation.
CONTRACTUAL RELATIONSHIPS
We have entered into certain contractual relationships to provide our
customers communication products and establish a high quality VoIP network.
Each relationship is important to our continuing operations. The
agreements include:
* CISCO SYSTEMS, INC. We utilize a Cisco Systems Powered
Network(TM) that uses a technology called "packet-switching" to
break voice and fax calls into discrete data packets, route them
over the Internet or our network and reassemble them into their
original form for delivery to the recipient. This greater
efficiency creates network cost savings that can be passed on to
the consumer in the form of lower long distance rates. Our
relationship with Cisco allows us to benefit from their newly-
developed products and services as they become available.
Equipment was originally leased from Cisco on a 2-year basis, for
a monthly lease payment of approximately $2,400. However,
because of the expansion of our network, we have entered into
several amendments to our original lease with Cisco. Through the
amendments, we have incorporated additional Cisco equipment into
our network and have extended the term of our lease. Due to our
utilization of more Cisco equipment, our monthly payments have
increased to approximately $40,000 per month and will continue to
increase as we build and expand our network.
* VIRTUALPLUS, INC. Virtualplus, Inc. ("Virtualplus") is a leading
supplier of outsourced, value-added, enhanced telecommunications
service to the Internet and telecommunications industries. The
company was formed in 1995, when it designed a voicemail and fax
distribution system. This system was later migrated onto the
Internet and within this process the Internet's first unified
messaging system was created. The Virtualplus services include
Messagepoint, Messagejet and JustPhone and are available
worldwide in over 100 area codes. Pursuant to our agreement and
in return for the Company's payment of an initial set-up fee of
$10,000, NetVoice is able to distribute the Virtualplus unified
messaging products
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privately labeled under the NetVoice name. The agreement is for
an indefinite period of time and may be terminated by either
party on 30 days notice.
* SIGNUPSERVER. SignUpServer(TM) provides back end technical
capabilities for ISPs. Providing all server space, tunneling,
filtering, NOC facilities and technical service to end customers,
SignUpServer(TM) allows ISPs to simply manage their front end -
web development, marketing and content. The Company and
SignUpServer(TM) will jointly market Internet service with private
branding capabilities through our combined network of agents.
The agreement is for an indefinite term and includes an initial
set-up fee of $35,000 and monthly fees based on number of users.
* LEVEL 3 COMMUNICATIONS, INC. Our contractual relationship for
co-location with Level 3 Communications. allows NetVoice to offer
high quality voice communications at a lower cost over a managed
VoIP network. In utilizing Level 3's co-location facilities and
IP CrossRoads products, we will have access to sufficient
bandwidth on demand that will allow us the ability to meet
increased demand for rapid growth and flexibility in managing the
cost of our network. We have several contracts with Level 3,
representing our co-location in various cities. Each agreement is
for a one year term and ranges in amount from approximately $700
to $3,000 per month depending on the products utilized at each
facility. Our latest monthly billing with Level 3 was
approximately $40,000.
PRODUCTS AND SERVICES
VoIP
Currently, substantially all of our revenues come from sales of high
volume minutes to large long distance carriers transmitted over our VoIP
network and pre-paid calling companies. Revenues derived from sales over
our VoIP network constituted $967,000 in 1999 and comprised 80% of our
total revenues. The remaining 20% of our revenue was from our abandoned
traditional long distance traffic. Currently, our revenues do not exceed
our costs and we have been financing the shortfalls with outside, private
financing.
Based on available funding, it is our intention to enter into the
corporate market beginning in the second quarter 2000 to deliver voice,
internet, data and video conferencing to small- and medium-size businesses.
Our existing network is capable of handling this varied traffic at its
present size. We will market these services through a to be developed,
in-house sales staff and independent agents.
INTERNET SERVICE
We offer dial up Internet access in our gateway cities and dedicated
Internet service to our corporate customers. We will also host all
Internet service back office functions to offer virtual ISP capabilities to
our customers including radius servers, filtering, e-mail, technical
support and billing. Internet service can be provided under the NetVoice
name or can be private labeled for our customers.
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As previously noted, we have entered into an agreement with
Virtualplus, Inc., the world's largest provider of unified messaging with
over 500,000 virtual mailboxes under their management. We will distribute
this service on a private label basis under our Company's name and logo.
Unified messaging allows the user to pick up voicemail, e-mail and fax from
a single unified box.
PRE-PAID LONG DISTANCE CALLING CARDS
Currently we are focusing on selling prepaid long distance calling
cards to the college student market. To date, this market has only been
tested on a small scale. Our initial, informal investigation has indicated
this market to be viable for the following reasons:
* The cost of acquiring these customers is relatively low due to
geographical concentration.
* Campus newspapers and other media expenses are relatively low.
* Our sales personnel have easy access to students.
* The students are characteristically well acquainted with the
Internet, and, therefore, receptive to our offering of long
distance calling on the Internet.
* These college and university students (and their parents) are
also receptive to the convenience of purchasing minutes by
accessing our website and/or calling our 800 telephone number.
THE NETVOICE COMMUNICATION APPLICATION BROWSER
We currently have under development the NetVoice CAB, an Internet
browser that allows the user to have access to a suite of communication
functions such as long distance and fax while browsing the world wide web.
Access to all functionality features of the browser will be available in
the borders of the screen while the Internet runs in the center of the
screen. Functionality features include:
* Free PC to PC calls provided both parties have our browser
downloaded onto their PC's;
* Address book with ability to import address book from Microsoft
Outlook(TM);
* Unified messaging capabilities;
* Search engine access; and
* Access to "favorites" much like traditional Internet bookmarking
functionality.
Our browser will be distributed free of charge and downloaded via our
Company website or through marketing agreements. Our browser is currently
under beta review and we expect to launch by May 1, 2000. There will be
several revenue opportunities within the browser:
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* commission earned on merchandise purchased from affiliate sites
that are programmed into the browser;
* revenue earned from banner advertisement;
* revenue earned from the preprogrammed favorites within the
browser; and
* revenue earned on PC to phone calling, when available.
Distribution of the browser is key to achieve these revenue streams.
SALES, MARKETING AND DISTRIBUTION
Our strategy for building a viable position in the Internet telephony
market includes the following key elements:
* Marketing our services through multiple channels;
* Pursuing multiple sources of revenue;
* Enhancing brand recognition;
* Expanding and enhancing our products and services; and
* Pursuing acquisitions of other telecommunications companies to
expand our revenues and technological base.
INTERNET SERVICE PROVIDERS MARKETS
We expect to offer virtual ISP services and will distribute VoIP
products to ISP's to distribute to their consumer and business customers.
These products will offer revenue-generating opportunities for the ISP's as
well as their e-commerce customers. We will become the wholesale provider
to the ISP for these services. We will attempt to seek out products that
allow us to co-brand with our NetVoice logo.
CORPORATIONS
Corporations are focused on cost cutting opportunities and
communication improvements that allow information systems to be both
simplified and enhanced as a means to stay competitive. Accordingly, we
believe this segment will readily embrace the cost savings and enhanced
services that VoIP can offer over existing LAN's/WAN's.
RESIDENTIAL
While the residential VoIP market may be difficult to penetrate due to
high customer acquisition costs vs. number of minutes purchased per
customer, we believe there are niche residential areas, such as colleges
and universities, which we can enter with relatively low
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competition and marketing costs, while allowing us to build a brand name
recognizable by the typical consumer. As NetVoice Technologies grows we
can use these niche segments as a launching pad from which to enter the
general residential market. The initial residential niches may include
the college market, which affords access to opinion leaders and early
adapters to new technology.
WHOLESALE MARKET
The wholesale market consists of agents, carriers and pre-pay service
providers. All entities requiring large volume of minutes at low costs are
our potential customers, including the more traditional long distance PSTN
carriers who can resell our minutes with a higher margin than PSTN minutes.
We feel that we are uniquely poised to capture clients in this segment,
because of our ability to offer lower cost minutes, due to the current lack
of regulation in our technology and consequent absence of tariffs, which
many of our potential customers in this segment cannot avoid on their own
networks.
DISTRIBUTION CHANNELS
IN-HOUSE SALES
We currently have two, full time individuals whose responsibilities
are sales and marketing. It is our intention, as funds become available,
to hire more sales personnel who will be based in our Dallas office.
AGENTS
We intend to expand our use of existing long distance and telephony
agent networks as a means to sell our low cost, high quality VoIP products
to carriers, pre-pay providers, institutional organizations and
corporations.
WORLD WIDE WEB
Virtual agents will be sought, as a means to distribute VoIP minutes
via ISP's, and in turn individual e-commerce web sites. E-commerce web
sites operated by virtual agents can sell our products as revenue
generating opportunities for their site and NetVoice's.
Through targeted advertising, we intend to direct customers to
purchase low cost long distance services via our website. We plan to
initially drive our website sales to universities and colleges. This very
price sensitive market segment is an ideal potential revenue stream due to
their need for low cost long distance and the relatively inexpensive access
to a university population. Low cost college newspaper and radio
advertising as well as on-site visits allow us to quickly and inexpensively
reach this segment with our message. Also, across the board access and
acceptance of Internet usage for the typical college student will drive on-
line registration and purchase of products through our website. We believe
this segment will find our program attractive due to our ability to offer
low prices.
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TECHNOLOGY
As discussed above, we are currently developing a communications
applications browser that allows the user to have access to a suite of
online communications devices and other functionality while browsing or
searching the world wide web. Our browser will be distributed to the end
user for free via our websites. This browser will be designed to allow the
NetVoice logo to appear on users desktops which will build brand awareness
while the applet will allow NetVoice to have access to these users as we
market Internet and Telephony related products and services.
CUSTOMERS
During the fiscal year ending December 31, 1998, IXC Communications,
Inc. (formerly Coastal Telephone, Inc.) ("IXC") accounted for approximately
61% of our total revenues and for the year ending December 31, 1999, IXC
accounted for 23% of our revenues. Caprock Communications Corporation and
World Access, Inc. accounted for 11% and 30% of our revenues, respectively,
during the fiscal year ending December 31, 1999. Recently, we signed two
new wholesale agreements with Landmark Community News, Inc. ("Landmark")
and Z-Tel, Inc. ("Z-Tel").
* Landmark is a publisher of 48 local newspapers in 12 states. Our
agreement with Landmark is to provide VoIP related products and
services, including Internet service, Internet telephony and
unified messaging for resale to Landmark customers. The
agreement is for an indefinite period of time and may be
terminated by either party with notice. NetVoice will be
compensated by Landmark customers who utilize the various
services that NetVoice may provide, and NetVoice will pay
Landmark a commission per customer.
* Our agreement with Z-Tel will allow us to provide Internet access
to their local customers for a period of two years. Z-Tel will
pay the Company a fee on graduated basis according to the number
of customers we are providing Internet access for.
We do not believe the loss of these customers would have a significant
impact on our revenues in the year 2000 due to our current marketing
efforts to other large customers.
PATENTS AND TRADEMARKS
We are the owner of a pending provisional patent application for a
communications enabled browse. Follow-up, non-provisional applications are
being prepared to cover the communications tools embedded in the browser,
the ability to display thumbnail sketches (graphic links) on the browser,
and the placement of permanent icons on the browser border that can be
addressed to key retailers.
We are the owner of a pending trademark application for the mark
("CAB") as applied to browser software.
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COMPETITION
The long distance telephony market and the Internet telephony market
are highly competitive. There are several large and numerous small
competitors, and we expect to face continuing competition based on price
and service offerings from existing competitors and new market entrants in
the future. The principal competitive factors include price, quality of
service, breadth of geographic presence, customer service, reliability,
network capacity and the availability of enhanced communications services.
Our competitors include AT&T, MCI WorldCom and Sprint, as well as a number
of smaller companies.
Many of our competitors have substantially greater financial,
technical and marketing resources, larger customer bases, longer operating
histories, greater name recognition and more established relationships in
the industry than we have. As a result, certain of these competitors may
be able to adopt more aggressive pricing policies, which could hinder our
ability to market our Internet telephony services. We believe that our key
competitive advantages are our ability to deliver reliable, high quality
voice service over the Internet in a cost-effective manner and the size and
rapid growth of our network. We cannot assure you, however, that this
advantage will enable us to succeed against comparable service offerings
from our competitors.
REGULATION
REGULATION OF INTERNET TELEPHONY
The use of the Internet to provide telephone service is a recent
market development. Currently, the Federal Communications Commission is
considering whether to impose surcharges or additional regulations upon
certain providers of Internet telephony. On April 10, 1998, the FCC issued
its report to Congress concerning the implementation of the universal
service provisions of the Telecommunications Act. In the report, the FCC
indicated that it would examine the question of whether certain forms of
phone-to-phone Internet telephony are properly classified as information
services or as telecommunications services. The FCC noted that it did not
have, as of the date of the report, an adequate record on which to make a
definitive pronouncement, but that the record suggested that certain forms
of phone-to-phone Internet telephony appear to have the same functionality
as non-Internet telecommunications services and lack the characteristics
that would render them information services. If the FCC were to determine
that certain services are subject to FCC regulation as telecommunications
services, the FCC may require providers of Internet telephony services to
make universal service contributions, pay access charges or be subject to
traditional common carrier regulation. Such a determination would have a
material adverse effect on the price structure for the Company's VoIP
services. It is also possible that some services may be regulated by the
FCC differently. In addition, the FCC sets the access charges on
traditional telephony traffic, and if it reduces these access charges, the
cost of traditional long distance telephone calls will probably be lowered,
thereby decreasing some of our competitive pricing advantage.
In September 1998, two regional Bell operating companies, US WEST and
BellSouth, advised Internet telephony providers that the regional companies
would impose access charges on Internet telephony traffic. In addition, US
WEST has petitioned the FCC for a declaratory ruling that providers of
interstate Internet telephony must pay federal access charges, and has
petitioned the public utilities commissions of Nebraska and Colorado for
similar rulings concerning payment of access charges for intrastate
Internet telephone calls. At this time, it is not known whether these
companies, US WEST and BellSouth, will actually impose access
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charges or when such changes will become effective. If these companies
succeed in imposing access charges, such changes are expected to reduce the
cost savings afforded by Internet telephony as compared to traditional
telephone service. Access charges would materially adversely affect the
development of our Internet telephony business. In February 1999, the FCC
adopted an order concerning payment of reciprocal compensation, which provides
legislative support for a possible future finding by the FCC that providers
of Internet telephony must pay access charges for at least some subset of
Internet telephony services. If the FCC were to make such a finding, the
payment of access charges could materially adversely effect our business,
results of operations and financial condition. Many of our competitors are
lobbying the FCC for the imposition of access charges on Internet telephony
traffic.
To our knowledge, there are currently no domestic and few foreign laws
or regulations that prohibit voice communications over the Internet. State
public utility commissions may retain jurisdiction to regulate the
provision of intrastate Internet telephony services. A number of countries
that currently prohibit competition in the provision of voice telephony
have also prohibited Internet telephony. Many countries permit but
regulate Internet telephony. If Congress, the FCC, state regulatory
agencies or foreign governments begin to regulate Internet telephony, such
regulation may materially adversely affect our business, financial
condition or results of operations.
REGULATION OF THE INTERNET
Congress has recently adopted legislation which regulates certain
aspects of the Internet, including online content, user privacy, taxation,
access charges, liability for third-party activities and jurisdiction. The
European Union has also enacted several directives relating to the
Internet, one of which addresses online commerce. In addition, federal,
state, local and foreign governmental organizations currently are
considering other legislative and regulatory proposals which would regulate
the Internet. Increased regulation of the Internet may decrease its growth
and eliminate or reduce its competitive advantage, which may increase the
cost of doing business via the Internet or otherwise materially adversely
affect our business, results of operations and financial condition.
The Federal Trade Commission has proposed regulations regarding the
collection and use of personal identifying information obtained from
individuals when accessing Web sites, with particular emphasis on access by
minors. These regulations may include requirements that companies
establish certain expensive procedures to disclose and notify users of
privacy and security policies, obtain consent from users for certain
collection and use of information and to provide users with the ability to
access, correct and delete personal information stored by the company.
These regulations may also include enforcement and redress provisions.
There can be no assurance that we will adopt policies that conform with any
regulations adopted by the FTC, or that our cost will remain competitive
after adopting compliance procedures. Moreover, even in the absence of
those regulations, the FTC has begun investigations into the privacy
practices of companies that collect information on the Internet. One
investigation resulted in a consent decree pursuant to which an Internet
company agreed to establish programs to implement the principles noted
above. We may become subject to a similar investigation or the FTC's
regulatory and enforcement efforts may adversely affect the ability to
collect demographic and personal information from users which could have an
adverse effect on our ability to provide highly targeted opportunities for
advertisers and electronic commerce marketers. We may increase our
regulatory risk by targeting university populations, despite the
attractiveness of this
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market segment. Any of the foregoing adverse regulatory developments
could adversely affect our business, results of operation and financial
condition.
Recently, the European Union adopted a directive that imposes
restrictions on the collection and use of personal data. Under the
directive, citizens of the European Union are guaranteed rights to access
their data, rights to know where the data originated, rights to have
inaccurate data rectified, rights to recourse in the event of unlawful
processing and rights to withhold permission to use their data for direct
marketing. The directive could, among other things, affect United State
companies that collect information over the Internet from individuals
located in European Union member countries, and may impose restrictions
that are more stringent than current Internet privacy standards in the
United States. In particular, companies with offices located in European
Union countries will not be allowed to send personal information to
countries that do not maintain adequate standards of privacy. The
directive does not, however, define what standards of privacy are adequate.
As a result, the directive may adversely affect the activities of entities
such as us that may engage in data collection from users in European Union
member countries.
EMPLOYEES
As of March 20, 2000, we had twenty two (22) full time employees,
including eight (8) technical personnel, seven (7) in sales and marketing
and seven (7) in management and finance. As noted elsewhere in this
Report, a top priority of our marketing strategy is to hire additional
sales personnel in an attempt to create additional traffic for the network.
RISK FACTORS
The risks described below are not the only ones that we face.
Additional risks that are not yet known to us or that we currently think
are immaterial could also impair our business, operating results or
financial condition. Other information set forth in this Report, including
our consolidated financial statements and the related notes detail other
risks effecting our business. If any of the following risks actually
occur, our business, financial condition or results of operations could be
materially adversely affected.
RISKS RELATED TO OUR BUSINESS
WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR POTENTIAL FOR
FUTURE SUCCESS
We only began operations in January of 1998 when we acquired NVT.
Therefore, we have only a limited operating history. As an early stage
company in the new and rapidly evolving Internet telephony market, we face
numerous risks and uncertainties. Since commencement of operations, we
have primarily been investing our capital into the expansion of our
network. We will be unable to continue the expansion of our network
without the proceeds from future private and/or public financing. Our
limited operating history does not provide meaningful historical financial
or operational information upon which to make plans or forecasts. We
cannot assure you that our business strategy will be successful or that we
will successfully address these risks.
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WE HAVE A HISTORY OF OPERATING LOSSES, CURRENT LIABILITIES OF $5.4 MILLION
AND ANTICIPATE LOSSES FOR THE FORESEEABLE FUTURE
We have incurred net losses of $1,723,367 for the year ended December 31,
1998 and $4,950,222 for the year ended December 31, 1999. As of
December 31, 1999, we had an accumulated deficit of $6,673,589 and current
liabilities of $5,389,141 million which includes notes due to noteholders
in year 2000. The Company has never had any profits. We expect to
continue to incur operating losses for at least the next eighteen months.
We expect that operating and marketing expenses will increase significantly
during the next several years. In order to achieve and maintain
profitability, we will need to generate significant revenue and we cannot
assure you that we will generate sufficient revenue for profitability.
Even if we do achieve profitability, we cannot assure you that we will be
able to sustain or increase profitability. If revenue grows more slowly
than we anticipate or if operating and marketing expenses exceed our
expectations or cannot be managed in proportion to revenues, our business,
results of operations and financial condition will be materially adversely
affected.
WE INTEND TO PURSUE NEW MARKETS AND PRODUCTS, MANY OF WHICH ARE UNPROVEN
To date, we have generated revenue from routing minutes of use of our
services over the Internet and to a limited degree from the sale of
traditional one-plus long distance. In the future, we intend to pursue new
revenue streams by leveraging our Internet telephony network to integrate
real-time voice communication capabilities into the Web. For example, we
intend to pursue new Web-based revenue opportunities from personal computer
to phone applications, as well as offering integrated voice and data
service to corporations. We intend to market our various products as
single packages to various groups of end-users. We have no experience in
the specific markets we intend to enter and have never generated revenues
from this type of business. We intend to devote significant capital and
resources to create these new revenue streams and we cannot ensure that our
investments will be profitable. To be successful, we must, among other
things, develop and market products and services that achieve broad market
acceptance by individuals, businesses, online retailers and advertisers.
We cannot assure you that the market for our new products and services will
develop or that demand for our new products and services will emerge, grow
or generate sufficient revenue to become profitable.
WE MAY HAVE DIFFICULTIES MANAGING OUR EXPANDING OPERATIONS, AND WE MAY HAVE
A NEED TO DEVELOP AND IMPLEMENT SYSTEMS AND CONTROLS
Our expected growth will place a significant strain on our managerial,
operating, financial and other resources. We expect this rapid growth to
continue and expect these strains to continue over time. Our future
performance will depend, in part, on our ability to manage this growth
effectively. To that end, we will have to undertake the following tasks,
among others:
* develop our operating, administrative and financial and
accounting systems and controls;
* improve coordination among our engineering, accounting, finance,
marketing and operations personnel;
* enhance our management information systems capabilities; and
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* hire and train additional qualified personnel, including
personnel with technical skills and experience which we do not
now have.
We cannot assure you that we will be able to accomplish these tasks,
and if we are unable to accomplish any of them, our business would be
materially adversely affected.
A FAILURE TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS COULD LIMIT OUR
ABILITY TO INCREASE OUR SALES
We believe that our success depends, in part, on our ability to
develop and maintain strategic relationships with leading Internet
companies and computer hardware and software companies, as well as with key
marketing distribution partners. If any of our strategic relationships are
discontinued, sales of our products and services and our ability to
maintain or increase our customer base may be substantially diminished. We
will depend on these relationships to:
* distribute our products to potential customers;
* increase usage of our services;
* build brand awareness; and
* cooperatively market our products and services.
WE WILL NEED TO HIRE ADDITIONAL AGENTS TO MARKET AND DISTRIBUTE OUR
PRODUCTS AND SERVICES; TO PROVIDE LOCAL CUSTOMER SUPPORT; AND THE LOSS OF
KEY AGENTS COULD ADVERSELY AFFECT OUR BUSINESS
We must forge new relationships with agents in markets where our
products and services are not adequately marketed and maintain and deepen
relationships in those markets where we seek greater penetration. Agents
also typically provide local customers with front-line support. If we hire
an agent who fails to market our products and services effectively, or
fails to provide adequate front-line customer support, we could lose market
share. Additionally, if an agent provides poor customer service, we could
lose brand equity. Therefore, we must maintain and hire additional agents
that are capable of providing high-quality sales and service efforts. The
loss of an agent in a key market, or the failure of a current or future
seller to adequately provide customer support could materially adversely
affect our business, results of operations and financial condition.
COMPETITION COULD REDUCE OUR MARKET SHARE AND DECREASE OUR REVENUE
The market for our services has been extremely competitive, and is
expected to remain extremely competitive for the foreseeable future. Many
companies offer Internet telephony products and services, and many of these
companies already have a substantial presence in this market in which we
are only a recent entrant.
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In addition, a number of large telecommunications providers, such as
ICG Commun-ications, IPVoice.com, ITXC, RSL Communications (through its
Delta Three subsidiary) and ibasis, Inc., route Internet telephony traffic
to destinations on a worldwide basis, while our operations are focused on
the United States only. In addition, major long distance providers, such
as AT&T, Deutsche Telekom, Frontier, MCI WorldCom, Qwest Communications and
Net2Phone, as well as other major companies such as Motorola and Intel,
have all entered or plan to enter the Internet telephony market. Many of
our competitors are larger than us and have substantially greater financial,
distribution and marketing resources than we have. We cannot be certain that
we will be able to compete successfully in the developing Internet telephony
market.
WE FACE PRICING PRESSURES, WHICH MAY LESSEN OUR COMPETITIVE PRICING ADVANTAGE
Any success of our product and service offerings must be based on our
ability to provide discounted voice communications by taking advantage of
cost savings achieved through Internet telephony. In recent years, the
price of traditional domestic and international long distance calls has
been declining. In response to these declines, we have lowered the price
of our service offerings. Should prices of traditional long distance calls
decline to a point where we no longer have a price advantage over our
competitors, we would lose our anticipated significant competitive
advantage and would have to rely on factors other than price to
differentiate our product and service offerings. If we fail to do so, our
business could be materially adversely affected.
OUR PERFORMANCE IS DEPENDENT ON THE CONTINUED EMPLOYMENT OF OUR EXECUTIVE
OFFICERS AND WE NEED TO HIRE AND RETAIN HIGHLY-SKILLED TECHNICAL AND
MANAGEMENT PERSONNEL TO SUSTAIN OUR BUSINESS
Our performance is highly dependent on the continued services of our
executive officers and other key personnel, the loss of any of whom could
materially adversely affect our business, results of operations and
financial condition.
We need to attract and retain other highly skilled technical and
managerial personnel, for whom there is intense competition. Certain of
such individuals must have skills and experience, which we do not have. We
cannot assure you that we will be able to attract and retain the personnel
necessary for the development of our business. The inability to attract
and retain qualified technical and managerial personnel would materially
adversely affect our business, results of operations and financial
condition. Currently, we do not have any employment contracts with any of
our key personnel, with the exception of our President, Jeff Rothell, and
our Chief Financial Officer, Garth Cook.
WE NEED TO DEVELOP BRAND RECOGNITION AND NEED TO ESTABLISH AND MAINTAIN HIGH
QUALITY PRODUCTS AND SERVICES
We believe we must establish and maintain a brand and name recognition
in order to attract and expand our targeted client base. We believe the
importance of reputation and name recognition will increase as competition
increases in the Internet telephony market. Promotion and enhancement of
our name will depend on the effectiveness of our marketing and advertising
efforts. Success in establishing brand and name recognition will also
depend upon our success in continuing to provide high-quality products and
services. We cannot assure you that our
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advertising, marketing or quality control efforts will be successful. If
our customers do not perceive our service to be effective or of high quality,
our brand and name recognition would be materially adversely affected.
WE DEPEND ON LOCAL EXCHANGE TELECOMMUNICATIONS CARRIERS TO LEASE
TRANSMISSION FACILITIES AND WE ARE SUBJECT TO PRICE AND COMPETITIVE
UNCERTAINTIES FROM LOCAL CARRIERS
We do not own any local exchange transmission. All of the telephone
calls made by our customers are connected at least in part through leased
transmission facilities. In addition, national telephone companies may not
be required by law to allow us to lease necessary transmission lines and
may be unwilling to enter into such agreements on a cost-effective basis,
considering terms and price. Further, even if applicable law requires
national telephone companies to lease transmission lines to us, we expect
to encounter delays of unknown duration in negotiating leases and
interconnection agreements, and commencing operations. Additionally,
disputes may arise, relating to pricing, terms and billing, after
commencing operations.
In the United States, the providers of local exchange transmission
facilities are generally the incumbent local exchange carriers, including
the regional Bell operating companies. The permitted pricing of local
exchange facilities that we lease in the United States is subject to
uncertainties. The Federal Communications Commission issued an order
requiring local exchange carriers to establish a pricing standard for those
facilities that may be charged to competitors and the United States Supreme
Court recently upheld the FCC's jurisdiction in this regard. However, the
incumbent local exchange carriers can be expected to bring further legal
challenges to the FCC's decision. If they succeed, the result may be to
increase our cost to obtain incumbent local exchange carrier facilities.
Local exchange carriers from which we intend to lease facilities are
also our competitors, such as the regional Bell operating companies. We
generally lease lines on a fixed-cost basis. These include leases of
transmission capacity for point-to-point circuits on a monthly or longer-
term fixed-cost basis. There is every reason to expect that our local
telephone operating company competitors will have advantages, including a
lower internal price and greater transmission capacity than that expected
to be available to us.
OUR SYSTEMS MAY NOT ACCOMMODATE SIGNIFICANT GROWTH IN THE NUMBER OF USERS
Our success depends on our ability to handle a large number of
simultaneous calls. We expect that the volume of simultaneous calls will
increase significantly as we expand our operations. If this occurs,
additional stress will be placed upon the network hardware and software
that manages our traffic. We cannot assure you of our ability to
efficiently manage a large number of simultaneous calls. If we are not
able to maintain an appropriate level of operating performance, or if our
service is disrupted, then we may develop a negative reputation and our
business, results of operations and financial condition would be materially
adversely affected.
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BECAUSE WE ARE UNABLE TO PREDICT THE VOLUME OF USAGE AND OUR CAPACITY
NEEDS, WE MAY ENTER INTO DISADVANTAGEOUS CONTRACTS
Our business plan projects that the number of calls that we handle
over our network will continue to grow in the future. If our plans are
realized, we may be required to enter into additional long-term agreements
for leased capacity. To the extent that we over-estimate the anticipated
volume of calls, we may become obligated to pay for more transmission capacity
than we actually use, resulting in our incurring costs without achieving
corresponding revenue. Conversely, if we underestimate our capacity needs,
we may be required to obtain additional transmission capacity through more
expensive means because the capacity is added prior to our expected
delivery time. We cannot assume that such capacity will be available
either on a planned or emergency basis. The occurrence of either over-
estimation or under-estimation of capacity needs could significantly reduce
our operating margins.
WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FUNDS NECESSARY TO TAKE ADVANTAGE
OF NEW OPPORTUNITIES AND MEET OUR OBLIGATIONS
Due to our limited operating history, current liabilities of $5.4
million including notes due to our existing noteholders and the rapid
evolution of the Internet telephony market, our future capital needs are
difficult to predict. We currently have approximately $3.65 million due on
the Notes in the calendar year 2000. All of the Notes will be due and
payable through September, 2000, unless extended for nine (9) months at the
option of the noteholder. At this time, we have the ability to repay all
the notes as such obligations come due. Repayment of the Notes will be
used at the expense of our efforts to become profitable. We will require
additional capital in order to take advantage of increasing the size of our
network, unanticipated opportunities, including strategic alliances and
potential acquisitions, or to respond to changing business conditions and
unanticipated competitive pressures. Additionally, funds from operations
may be less than anticipated. Should these circumstances arise, we will
need to raise additional funds, either by borrowing money or issuing
additional equity. We cannot assure you that we will be able to raise such
funds on favorable terms or at all. If we are unable to obtain additional
funds as needed, then we may be unable to take advantage of new
opportunities or take other actions that otherwise might be important to
our business, results of operations and financial condition.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH SYSTEM FAILURES, DELAYS AND INADEQUACIES
Our success depends on our ability to provide efficient and
uninterrupted, high-quality Internet telephony services. Any damage to or
failure of our systems or operations could result in reductions in, or
terminations of, our services. In addition, in the case of frequent or
persistent system failures, our brand and reputation could be materially
adversely affected. Our systems and operations are vulnerable to damage or
interruption from natural disasters, power loss, telecommunication system
failures, physical or electronic break-ins, sabotage, intentional acts of
vandalism and similar events that are expected to be generally beyond our
control. The occurrence of any or all of these events could materially
adversely affect our business, results of operations and financial condition.
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AT THIS POINT WE HAVE NOT OBTAINED DIRECTORS AND OFFICERS INSURANCE
We have investigated the cost of insurance against liabilities arising
out of the negligence of Officers and Director(s). The Company has not
obtained such insurance, because the availability thereof is extremely
limited and, where available, the cost is excessive. The Company is
required to indemnify certain costs and liabilities for negligence of its
officers and directors. Therefore, the Company will have to satisfy any
such liabilities out of its assets. Any such liabilities which might arise
could be substantial and may exceed the assets of the Company.
WE HAVE A LIMITED NUMBER OF SHAREHOLDERS AND A LIMITED NUMBER OF SHARES
AVAILABLE FOR TRADING
To our knowledge, there are 1,100 record holders of our Common Stock
although we believe the actual number of shareholders who hold our stock in
their brokerage accounts or "street name" accounts to be higher. The
public float or shares available for sale at any given time is extremely
limited which can cause significant price swings when large blocks of our
Common Stock are bought or sold in the market. Also, our daily trading
volume is limited with a small number of brokerage firms making a market in
our stock. Accordingly, the price you pay or receive when you buy and sell
your shares may not be reflective of an active, arms-length trading market.
THE MARKET PRICE OF OUR SHARES MAY EXPERIENCE EXTREME PRICE AND VOLUME
FLUCTUATIONS FOR REASONS OVER WHICH WE HAVE LITTLE CONTROL
The stock market has, from time to time, experienced extreme price and
volume fluctuations. Prices of securities of Internet-related companies
have been especially volatile and have often fluctuated for reasons that
are unrelated to the operating performance of the affected companies. The
market price of shares of our Common Stock could fluctuate greatly due to
a variety of factors. In the past, companies that have experienced
volatility in the market price of their stock have been the objects of
securities class action litigation. If we were the object of securities
class action litigation, it could result in substantial costs and a
diversion of our management's attention and resources.
OUR EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OWN A MAJORITY
OF OUR VOTING STOCK AND WILL BE ABLE TO EXERT SIGNIFICANT INFLUENCE OVER
DECISIONS REQUIRING A STOCKHOLDER VOTE
Our Executive Officers, Directors, employees and principal
stockholders and their affiliates own in the aggregate, beneficially
approximately 61% of our outstanding Common Stock. This does not include
2,582,000 outstanding options with exercise prices that range from $1 to
$18 exercisable over the next five years. As a result, our Executive
Officers, Directors and principal stockholders are able to exercise
significant control over all matters requiring approval by our
stockholders, including the election of directors and approval of mergers
and other significant corporate transactions. This concentration of
ownership may also have the effect of delaying or preventing a change in
control that might otherwise benefit our stockholders.
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STOCKHOLDERS MAY SELL SHARES OF OUR COMMON STOCK IN A MANNER THAT
NEGATIVELY AFFECTS THE PRICE OF COMMON STOCK
If any of our principal stockholders sell a substantial number of
their shares of Common Stock, those sales could adversely affect the market
price of our Common Stock and could impair our future ability to raise
capital through the sale of equity securities. We currently have
13,416,600 shares of Common Stock outstanding. In addition, as of March
20, 2000, we had reserved for issuance 2,582,000 shares of Common Stock
issuable upon exercise of stock options. All of our outstanding shares of
Common Stock are freely transferable without restriction under the
Securities Act, unless they are held by our "affiliates" or sold in an
offering of restricted common stock.
RISKS RELATED TO OUR INDUSTRY
OUR FUTURE GROWTH DEPENDS UPON AN INCREASE IN THE USE OF THE INTERNET AS A
MEDIUM FOR VOICE COMMUNICATIONS
The Internet telephony market is new and rapidly evolving, and the
technology is still in the early stages of development. Historically, the
audible sound quality of Internet telephony calls was poor. As the
industry has grown, substantial improvements to sound quality have been
made but technological hurdles still need to be resolved. Additionally,
the capacity constraints of the public Internet network may, if not
resolved, impede further development of Internet telephony to the extent
that callers experience delays, errors in transmissions or other
difficulties. As is typical in the case of a new and rapidly evolving
industry, demand and market acceptance for our services are subject to a
high level of uncertainty and risk. In particular, the Internet must be
accepted by business and residential users as a viable alternative to
traditional telephone service. Customers who have already invested
substantial resources in integrating traditional telephony service with
their operations may be particularly reluctant or slow to adopt a new
technology which makes their existing infrastructure obsolete. Because the
Internet telephony market is new and evolving, it is difficult to predict
the size of this market or its growth rate. If the Internet telephony
market fails to develop, develops more slowly than we expect or becomes
saturated with competitors, then our business, results of operations and
financial condition will be materially adversely affected.
OUR FUTURE SUCCESS DEPENDS UPON THE INCREASED USE OF THE INTERNET
The use of the Internet as a commercial marketplace is at an early
stage of development. Demand and market acceptance for recently introduced
products and services over the Internet are still uncertain. We cannot
predict whether customers will be willing to shift their traditional
activities online. For example, we do not know if people will increase
their usage of online directories or make online purchases. The Internet
may not grow as a viable commercial marketplace for a number of reasons,
including:
* concerns about security;
* Internet network congestion;
* inconsistent quality of service; and
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* lack of cost-effective, high-speed access.
If the use of the Internet as a commercial marketplace does not continue to
grow, then our business, results of operations and financial condition will
be materially adversely affected.
OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO KEEP PACE WITH RAPID
TECHNOLOGICAL CHANGE
Our continued success depends, in part, on our ability to keep pace
with rapid technological change, new product development and evolving
industry standards and practices. Technological advancements have allowed
the use of packet-switching technology for the transmission of calls. The
development of voice applications for the Internet is part of a larger
trend of convergence of standard voice and data networks. We believe that
the providers of packet-switching technology will be able to offer quality
communications services at rates that are significantly less than the rates
currently charged for long distance calls. However, our failure to respond
quickly and cost-effectively to these developments would materially
adversely affect our business, results of operations and financial condition.
GOVERNMENTAL REGULATIONS REGARDING THE INTERNET MAY BE ENACTED, WHICH COULD
IMPEDE OUR BUSINESS
To date, governmental regulations have not materially restricted use
of the Internet in our markets. Nevertheless, the FCC has engaged in
substantial regulation of the traditional telephony markets. Accordingly,
the legal and regulatory environment that pertains to the Internet in which
our business would operate is uncertain and may change. Uncertainty
regarding the regulatory environment and new regulations could increase our
costs of doing business and may even prevent us from delivering our
products and services over the Internet. The growth of the Internet may
also be significantly slowed by industry specific or more general
regulation of the Internet. Such regulation could delay growth in demand
for our products and services and limit the growth of our revenue.
In addition to new regulations being adopted, existing laws may be
applied to the Internet. New and existing laws may cover issues which include:
* sales and other taxes;
* access charges;
* user privacy;
* pricing controls;
* characteristics and quality of products and services;
* consumer protection;
* cross-border commerce;
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* copyright, trademark and patent infringement; and
* other claims based on the nature and content of Internet materials.
WE MAY BE THE VICTIM OF FRAUD OR THEFT OF SERVICE.
From time to time, callers have obtained our services without
rendering payment by unlawfully using our access numbers and personal
identification numbers. At this time, due to our limited operating
history, such instances of theft have been insignificant. Theft of service
is a widespread issue for the telephony market. As Internet telephony
services are more heavily used, theft of service is expected to be a
problem in the Internet telephony market, which will require industry
action to protect consumers. We attempt to manage these theft and fraud
risks through our internal controls and our monitoring and blocking
systems. To date, we have not experienced material losses from the
unauthorized use of access numbers and personal identification numbers.
However, we can provide no assurance that our risk management practices
will be sufficient to protect us in the future from unauthorized
transactions or thefts of services that could materially adversely affect
our business.
ITEM 2. DESCRIPTION OF PROPERTY.
Our address is 13747 Montfort Drive, Suite 250, Dallas, Texas 75240.
The Company's telephone number is (972) 788-2988. The Company leases
approximately 5,640 square feet at $8,695 per month for a period of three
(3) years which will expire March 31, 2001. The Company believes this
space is adequate for its current needs.
At each of our points of presence we co-located with other competitive
local exchange carriers or other telecommunications providers for rack
space for our Cisco gateways. We typically enter into one (1) year lease
agreements which range from $450 to $700 per month per rack.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, nor are we
aware of pending or threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We intend to hold an Annual Meeting of Shareholders in May 2000.
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PART II
ITEM 5. MARKET FOR NETVOICE'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
MARKET INFORMATION
Our Common Stock began trading on the Over the Counter Bulletin Board
beginning in February 1999 and the National Quotation Bureau "Pink Sheets"
as of February 2000. Accordingly, there is insufficient market history to
establish or identify any trend in the market for the Common Stock.
The following table sets forth the high and low bid prices for our
Common Stock for the past year. The quotations reflect inter-dealer
prices, with retail mark-up, mark-down or commissions, and may not
represent actual transactions. The information presented was obtained from
the OTCBB.com, a website maintained by OTC Bulletin Board(R) (OTCBB) and
the National Quotation Bureau "Pink Sheets" as of March 2000.
In February, 2000, the Company declared a 2-for-1 stock split of all
outstanding shares for all record holders as of that date March 1, 2000.
THE BELOW MARKET PRICES REFLECT THAT STOCK SPLIT AS IF IT HAD OCCURRED AS
OF THE DATES IDENTIFIED.
High Low
Bid Bid
--- ---
1999 Fiscal Year
----------------
First Quarter. . . . . . . . . . .$2.75 $0.50
Second Quarter . . . . . . . . . .$2.25 $1.25
Third Quarter. . . . . . . . . . .$1.38 $1.25
Fourth Quarter . . . . . . . . . .$4.44 $1.63
On April 3, 2000, the last reported bid and asked prices for the Common
Stock were $16.00 and $20.00, respectively.
As referenced above, our shares are currently traded on the "Pink
Sheets" of the National Quotation Bureau. Our shares were de-listed from
the OTCBB in February 2000 as our shares were not then registered under
Section 12(g) of the Securities Exchange Act of 1934. On January 17, 2000,
we filed with the Securities Exchange Commission ("SEC") a Form 10SB to
register our shares with the Securities and Exchange Commission and as
required by the OTCBB for further listing. We intend to re-apply to OTCBB
or the Nasdaq National Markets at such time as we have received and responded
to all comments of the staff of the SEC with respect to the Form 10SB.
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HOLDERS
As of March 22, 2000, the Company believes it had approximately 1,100
beneficial owners of record of the Company's Common Stock based on reports
of the Depository Trust Corporation. Although there is a trading market
for our stock, it is lightly traded, there is no substantial public float
at the present time.
RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant and its subsidiary NVT,
Inc. have issued their securities to the following persons for the cash or
other consideration indicated in transactions that were not registered
under the Securities Act of 1933 (the "1933 Act"). As of March 14, 2000,
we have 13,416,600 shares outstanding of which 9,440,000 shares is
restricted stock subject to Rule 144. Of the restricted shares, 1,475,000
are shares reserved to be issued to officers and employees over a vesting
period.
I.
In August 1998, the Registrant entered into a Merger and Plan of
Reorganization where it acquired all of the issued and outstanding shares
of NVT, Inc. and issued a total of 6,000,000 shares of Common Stock to six
(6) individuals, three (3) of which are current Officers and Directors.
The share exchange was made pursuant to the exemption provided by Section
4(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder.
II.
In August 1998, the Company issued 400,000 shares of its "restricted"
Common Stock to Mezzanine Capital Limited ("Mezzanine") for 40,000 of their
shares and certain financial advisory services valued at $240,000 which
included locating the public "shell" into which NVT, Inc. was ultimately
merged and structuring the transaction. The shares received have
recently been written off as worthless. Further, in August 1998, Mezzanine
was issued an additional 600,000 shares of Common Stock for continuing
investment banking and advisory services valued at $.125 per share. This
issuance was pursuant to the exemption from registration provided by Section
4(2) of the 1933 Act. Mezzanine represented that it purchased the securities
for investment, and all certificates issued were impressed with a restrictive
legend advising that the shares represented by the certificates may not be
sold, transferred, pledged or hypothecated without having first been
registered or the availability of an exemption from registration established.
No commissions were paid and no broker/dealer was involved in this transaction.
III.
In January 1999, the Company issued 740,000 shares of stock to
directors and certain employees. At the time the shares were issued there
was no market in the Company's stock. The Company valued the shares at
$.195 per share and compensation expense of $145,000 was recorded in during
the year ending December 31, 1999. The stock vested immediately and these
shares reflect the split on March 14, 2000. The Company offered these
employees their shares pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act of 1933. All employees took their
shares for investment purposes without a view to distribution
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and had access to information concerning the Company. All
certificates bear "restricted" legends prohibiting their transfer.
IV.
In February of 1999, one of the original shareholders returned 145,000
shares to the Company. The shares were forfeited because of the lack of
effort the individual could devote to Company matters. The Company
cancelled the shares upon receipt.
V.
In March and April 1999, the Registrant issued 986,500 shares of
Common Stock at $1.00 to forty-one (41) individuals primarily through
certain Officers and Directors at the time without the payment of
commissions. The purchasers consisted primarily of friends and associates
of these individuals The Registrant claims the exemption from registration
provided by Section 3(b) and 4(2) of the Securities Act of 1933, as amended
(the "1933 Act") and Rule 504 pursuant to Regulation D adopted thereunder.
A finders fee of 3% or approximately $30,000 in cash was paid in connection
with the sale of the shares to a finder.
VI.
From January 1998 to December 1999, the Registrant's subsidiary NVT,
Inc. has issued from time to time, a series of promissory notes to certain
"accredited investors" and non-accredited investors. The issuance of NVT,
Inc.'s notes to the 64 noteholders was made in reliance upon the exemption
from registration provided by Section 4(2) of the 1933 Act and/or
Regulation D and Rule 506 adopted thereunder. A total of 16 noteholders
are non-accredited and forty-eight are accredited as defined pursuant to
Rule 501 of regulation D. A finders fee of 10% was paid in connection with
the sale of the notes. All purchasers represented by way of Subscription
Agreements, that they had access to information regarding the Company and
purchased the securities for investment and not with a view to
distribution. All notes issued to the purchasers were impressed with a
restrictive legend advising that the shares represented by the certificates
were "restricted" securities and may not be sold, transferred, pledged or
hypothecated without having first been registered or the availability of an
exemption from registration established. These purchasers who have renewed
their notes have received updated information from the Company and executed
amended subscription agreements.
VII.
From August to November of 1999, the Company issued 315,000 shares of
stock to directors and certain employees. The Company valued the shares at
a rant of $.73 to $1.62 per share and compensation expense of $257,150 was
recorded during the year ending December 31, 1999. The stock vested
immediately. These numbers reflect the split on March 14, 2000. The
Company offered these employees their shares pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. All
employees took their shares for investment purposes without a view to
distribution and had access to information concerning the Company. All
certificates bear "restricted" legends prohibiting their transfer.
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VIII.
From August to November 1999, the Company reserved to be issued
1,475,000 shares of stock to officers and certain employees. The Company
valued the shares between $.73 and $1.73 per share depending on the date
of grant. The stock vests based upon continued employment over a period of
approximately 18 months. These numbers reflect the split on March 14, 2000.
The Company recorded $1,201,200 as unearned compensation on the date of the
grants of which $834,386 was amortized as compensation expense during the
year ending December 31, 1999. The remaining $366,814 will be amortized as
compensation expense on a straight-line basis over the vesting period. The
Company offered these employees their shares pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. All
employees took their shares for investment purposes without a view to
distribution and had access to information concerning the Company. All
certificates bear "restricted" legends prohibiting their transfer.
IX.
In February 2000, the Company sold 1,200,000 shares of its Common Stock
at $4.25 to 79 investors for a total of $5,100,000. No commissions or fees
were paid to any individual or entity in connection with the sales. The
shares of Common Stock issued by the Company in connection with this
offering are deemed "restricted securities" within the meaning of that term
as defined in Rule 144 of the Securities Act of 1933, as amended ("Act")
and were issued pursuant to certain "private placement" exemptions under
Section 4(2) and rule 506 of Regulation D of the Act, as promulgated by the
Securities and Exchange Commission. The sales of the Common Stock were to
"accredited" investors, as that term is defined in rule 501 of Regulation
D of the Act, and were transactions by the Company not involving any public
offering. Although not required, all such accredited investors had access
to information on the Company necessary to make an informed investment
decision. All of the aforesaid purchasers were fully informed and advised
concerning the Company, its business, financial and other matters by way of
a Private Placement Memorandum. All of the aforesaid securities have been
appropriately marked with a restricted legend and are "restricted
securities," as defined in Rule 144 of the rules and regulations of the
Securities and Exchange Commission. The Company's transfer agent has been
instructed to mark "stop transfer" on its ledgers to assure that these
securities will not be transferred absent registration or until the
availability of an exemption therefrom is determined.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "intends," "potential"
or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined within. These factors may cause our actual results to
differ materially from any forward-looking statement.
Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results, our
ability to repay noteholders and other debt, levels of activity,
performance or achievements. Moreover, neither we nor any other person
assume responsibility for the accuracy and completeness of such statements.
We are under no duty to update any of the forward-looking statements after
the date of this report
OVERVIEW
We currently provide long distance services via our Internet Protocol
network in 25 markets throughout the United States, wholesale dedicated and
dial-up internet services in 13 markets and in the past to a very limited
degree, provided traditional long distance. Our current VoIP business
consists primarily of wholesale services marketed to other long distance
carriers and prepaid calling card companies. In 1999, approximately 80% of
our revenue came from our VoIP network and currently all of our revenues
are derived from our IP network . We currently market our services
directly and through agents.
During 1998 we began operations in our present form. NVT was a Texas
limited liability company that was formed in December 1997, which was
reincorporated as a Nevada corporation (NVT, Inc.) and then reorganized as
a wholly-owned subsidiary of the Company, which prior to the merger was an
inactive public company. In September of 1998 our first VoIP gateway was
installed in Dallas, Texas. The initial focus was to build out our Texas
network and move into other areas of the United States. Accordingly,
during 1999, we continued to expand our domestic network with the greatest
amount of traffic terminating or originating in Jacksonville, Tampa,
Portland and Dallas. We currently have our VoIP network operational in 6
cities in Texas and a total of 25 markets throughout the U.S.
The Company is the successor company to NetVoice Technologies, LLC, a
Texas limited liability company that began operations on January 7, 1998.
NetVoice Technologies, LLC was formed for the purpose of developing,
acquiring and operating telephone communication facilities and networks
that were intended to transmit voice over the Internet utilizing coventional
and Internet technologies. NetVoice Technologies, LLC was reincorporated
in Nevada on June 30, 1998, as NetVoice Technologies, Inc.
On August 13, 1998, the Company ("legal acquirer") concluded a
reorganization agreement with NVT, Inc. ("accounting acquirer"). Pursuant to
the regorganization agreement, the Company issued 6,000,000 shares of our
common stock to the six shareholders, in exchange
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for all of the outstanding shares of common stock of NVT, Inc. As a result
of concluding the reorganization agreement, NVT, Inc. became a wholly-owned
subsidiary of the Company, and the six former shareholders of NVT, Inc.
became the holders of approximately seventy five percent (75%) of our
outstanding shares of common stock. The remaining 25% of the shares not
exchanged were owned by various non-affiliated shareholders who may have
resold their shares into the open market since the reorganization. The
value of assets that NVT, Inc. ("accounting acquirer") acquired as a result
of the reorganization with the Company was negligible because the Company
was an inactive shell at the time of the reorganization. There was no
prior affiliation between the parties. See "Principal Shareholders" and
"Certain Transactions."
NetLD.com, Inc. was incorporated in the State of Nevada as a wholly-
owned subsidiary of the Company on October 14, 1999. This corporation was
initially formed for the purpose of conducting the traditional long
distance telephone services of the Company. Currently, we have had no
activity in this subsidiary and it is not anticipated traditional long
distance will be pursued as part of our business model. We may disband
this entity or use it for other corporate purposes as yet to be determined,
and in December 1999, we closed an Agreement to dispose of our long distance
bases for $175,000. We currently have had no activity in this subsidiary.
See "Management's Discussion and Analysis - Financing Sources" and "Certain
Relationships and Related Transactions" for a more detailed description of
the transaction.
FINANCING SOURCES
In February 2000, we entered into a letter of agreement with Cisco
Systems Capital Corporation ("Cisco") that provides $28 million in funding.
This is only a letter of interest and not a definitive Agreement. At this
time the funding is contingent and if obtained will be used primarily to
fund equipment purchases in order to expand our network. The funding, in
the form of a loan, is to be used for equipment purchases from Cisco, soft
costs to install that equipment and for working capital. The Company will
receive the funding from Cisco over a period of 5 years and will be
required to repay the principal plus interest at a rate of approximately
5.5% over LIBOR. The agreement gives Cisco warrants to purchase 2.5% of
the Company's Common Stock for $11.25 per share. The warrants will be
exercisable for 5 years from the date of issuance.
In February 2000, we sold to all accredited investors 1,200,000 shares
of our Common Stock through a Private Placement Memorandum for $5.1 million.
The costs of the offering were $20,000 for printing costs and related fees.
The net proceeds will primarily be used for marketing, network expansion
and working capital.
From January 1999 through April 1999, we privately placed 986,500
shares of our Common Stock at $1.00 per share for a total of $986,500. Net
proceeds of the offering after expenses was approximately $960,000.
Expenses of the offering included the payment of fees to broker-dealers
($25,000) and costs of the offering including legal, accounting, printing,
marketing-related expenses, due diligence expenses, travel related
expenses, and preparation and distribution of sales literature. The net
proceeds were primarily used by our subsidiary, NVT, Inc., to repay short-
term loans and for working capital ($310,000), provide marketing funds
($150,000), and to begin the building of our Internet VoIP telephony
network ($500,000).
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Since January of 1998 NVT, Inc. has privately issued a series of
promissory notes. These funds were used primarily to continue the build-out
of our VoIP network, which includes equipment purchases, and for working
capital. The terms of these notes are nine-months with an interest rate of
13.35%. The notes are secured by revenues from contracts, equipment and a
10% cash reserve. At December 31, 1999 the Company was not in compliance
with the 10% cash reserve. The Company received a waiver from the paymaster
of the Trustee, and as of February 23, 2000 the Company has now complied
with the reserve requirement.
At January 31, 2000, we had approximately $4.0 million outstanding in
such notes. During 1999, we repaid $2.5 million together with accrued
interest. Approximately $4.0 million falls due throughout the calendar year
2000. All of the Notes will be due and payable in or before September 2000,
unless extended for nine (9) months at the option of the noteholder. At this
time, we intend to offer conversion of these notes or to repay them in
accordance with the terms of the notes with proceeds from existing funds or
future public or private offerings. Currently, there are no conversion
rights on behalf of the note holders.
In October 1998 and June 1999, we purchased customer bases of two long
distance resellers. The purchase prices were for cash of $110,000 and
$60,000, respectively. In December of 1999 the Company sold these bases to
an affiliated entity for $175,000 for the forgiveness of a note to Jim
Chambas, a former Director, for $175,000. The Company still owes the
former Director $96,000. The note is non-interest bearing and the original
proceeds were used to fund the working capital of the Company. The Company
recognized a gain on the sale of approximately $80,000. The Company did
not obtain a fairness opinion on the transaction, but believes that the
base was at a fair market price. New management, brought on in August,
determined that these customer bases did not fit well with our current VoIP
network.
As of December 31, 1999, the Company currently has an accumulated
deficit of $6.7 million.
RESIGNATION OF DIRECTORS
On March 13, 2000, the Company was notified that the state of
Pennsylvania had entered a Cease and Desist Order on December 7, 1999
against William D. Yotty and indirectly against James Chambas as a Director
of Paystar Communications, Inc. The Cease and Desist Order alleged that
these individuals and other were selling unregistered securities in the
state of Pennsylvania and elsewhere. Although Messrs. Yotty and Chambas
intend to vigorously defend this action, they deemed it to be in the best
interests of the Company to resign as Directors of the Company and
discontinue any direct relationship with the Company except as shareholders
as of March 20, 2000.
REVENUE FROM OPERATIONS
Currently, all of our revenues are derived from long distance services
sold over our IP network. One of the Company's initial strategies is to
continue to acquire existing customer bases concentrated in specific
geographical areas which complement our current markets and convert them to
our VoIP network. We also anticipate deriving revenues through direct
sales by our existing employees, independent agents and selling through
ISPs to their existing customer base. In the future, in order to
diversify, we plan to introduce a variety of value added services utilizing
our VoIP network including:
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* dial-up Internet access;
* unified messaging;
* revenue through our browser;
* prepaid calling;
* wholesale internet services; and
* video services.
Revenues from operations for the year ended December 31, 1999 derived
80% from sales to wholesale customers and 20% from sales to our retail
customers. Almost the entire retail base was sold in December 1999 to a
related party as described under "Management Discussions and Analysis of
Operations - Financing Sources". Margins from both wholesale and retail
sales are not currently sufficient to cover our network costs which include
leased bandwidth, connection to the Internet, and local lines within a
local calling area. Expansion of our network and the addition of services
will have to be financed by an increase in traffic and additional
financings. We expect this trend to continue for a period of time as we
continue to concentrate on the expansion of our VoIP network and customer
traffic. In the second quarter of 2000, we plan to offer Internet services
and voice over the same facilities to corporate customers.
The Company will continue to expand its network to handle projected
volume. The Company's cost drops by approximately 30% by converting the
network from a DS-1 level to DS-3 level. This coupled with converging
various products (voice, video, data, Internet) over the same network are
the key ingredients to approach profitability. The Company, as it
continues to grow and build network, is not expected to be profitable in
the foreseeable future.
There are little or no seasonal changes in the revenue stream of the
business.
COST STRUCTURE
Our costs and expenses include:
* network costs;
* selling and marketing;
* general and administrative; and
* interest and depreciation.
Network costs primarily consist of costs associated with the routing
and termination of our customers' traffic. The costs include:
* leased bandwidth and connection to the Internet;
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* leased network equipment;
* local lines used to carry calls to and from our network
locations; and
* our network facilities.
We expect these costs to increase into the future as we further expand
our network in the United States and throughout the world. The majority of
these costs are fixed. The Company will continue to add fixed cost network
in order to continue to grow revenue. The network will have to be expanded
to handle additional volume in excess of 50,000,000 minutes per month.
Sales and marketing expenses include the expenses anticipated to be
associated with acquiring customers, establishing brand recognition,
commissions paid to our sales personnel, advertising costs and customer
referral fees. We expect sales and marketing expenses to increase over time
as we aggressively market our products and services.
During 1998 and 1999, sales and marketing expenses were relatively
fixed costs. Sales and marketing expenses are expected to increase both in
terms of absolute dollars and as a percentage of revenue as our revenue
grows. We expect to spend significant capital to build brand recognition to
the extent possible due to our relatively small size. Much of our sales
and marketing expenses are anticipated to be expanded to obtain strategic
relationships with a variety of agents, portals, content providers, and
other key customer destinations on the Web.
General and administrative expenses consist of the salaries of our
employees and associated benefits, and the cost of travel, business
entertainment, rent and utilities. A large portion of our general and
administrative expenses is allocated to operations and customer support.
Customer support expenses include the costs associated with customer
service and technical support, and consist primarily of the salaries and
employment costs of the employees responsible for those efforts. We expect
operations and customer support expenses to increase over time to support
new and existing customers. We expect general and administrative costs to
increase to support our growth, particularly as we establish a larger
organization to implement our business plan. Historically, we have included
our development and start-up costs, comprised primarily of payroll expenses
for our technical team of engineers and developers, in general and
administrative expenses. We plan to incur additional costs for research
and development, though they are not expected to increase as a percentage
of revenue. Over time, we expect these relatively fixed general and
administrative expenses to decrease as a percentage of revenue, primarily
as a consequence of increased revenues.
Interest consists of the cost incurred including commission (recognized
over the life of the notes) on the issuance of the short-term notes and
interest on the notes. The notes have a term of nine-months with an interest
rate of 13.35%. During the fiscal years 1998 and 1999, we had net interest
expense in the aggregate amount of $369,000 and $675,000, respectively.
Interest payable on the Notes in 2000 will be approximately $445,000,
assuming the Notes are repaid in full on their respective due dates, and not
extended by the option of the several payees for nine (9) months.
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<PAGE>
Depreciation primarily relates to our hardware infrastructure. We
depreciate our infrastructure over its estimated five-year useful life
using the straight-line method. In addition, we will be adding more
originating and terminating VoIP Gateways as traffic volumes justify. We
expect depreciation to increase in absolute terms as we grow our networks to
support new and acquired customers, but to decrease as a percentage of
total revenue. In February of 2000, we have entered into a letter of
interest for $28 million in funding with the majority to be used for
equipment purchases over the next two years. See "Management's Discussion
and Analysis or Plan of Operation - Financing Sources" for a more detailed
discussion of the letter of interest.
RESULTS OF OPERATIONS -
Subsequent to the issuance of the Company's 1998 financial statements
for the period from January 7, 1998 (date of inception) to December 31, 1998,
management determined that it should restate its fiscal 1998 financial
statements and related disclosures to reflect misclassification of operating
leases as capital leases. The balance sheet at December 31, 1998, reflects
the assets and liabilties related to the capital leases. This restatement
does not change the Company's net loss or loss per share. See "Consolidated
Financial Statements - Note 12" for the balance sheet effect of the restatment.
39
<PAGE>
===========================================================================
Period from
Year January 7, 1998
Ending (date of inception)
December 31, to December 31,
1999 1998, as restated
===========================================================================
Revenues $ 1,212,363 $ 120,737
----------- -----------
Expenses:
Direct Costs 2,043,399 252,194
Feneral and Admin. Expenses 3,412,473 983,549
----------- -----------
Total Expenses 5,455,872 1,235,743
----------- -----------
Net Operating Loss (4,243,509) (1,115,006)
----------- -----------
Other Income (Expenses):
Net Interest (675,195) (368,561)
Gain (Loss) on Investment (31,518) (239,800)
----------- -----------
Total Other Expenses (706,713) (608,361)
----------- -----------
Net Loss $(4,950,222) $(1,723,367)
=========== ===========
===========================================================================
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO THE PERIOD FROM JANUARY 7,
1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998
Revenue increased from $120,737 for the period ending December 31,
1998 to $1,212,363 for the year ending December 31, 1999. The increase is
a result of our business moving from the start-up phase into an operational
entity. Of revenue generated in 1999, revenue from wholesale sales over
our VoIP network accounted for 80%. Additionally, as we expanded our
network, we had more locations to offer existing customers. We expect our
wholesale revenue to continue to grow, as we continue to expand our network
into additional locations. Currently, we are expanding our "points of
presence" in major markets to handle DS-3 traffic and above. The focus on
the wholesale revenue is expected to give us the ability to grow our
network and eventually begin to offer more on net locations when we enter
the retail sector. This retail sector will primarily consist of corporate
customers and various target and niche markets.
To date all of our revenue has been earned in our voice telephony
business. However, in November of 1999, we entered into several
contractual agreements to provide Internet services over our network. See
"Overview" and "Product and Services" section for a more detailed
explanation of these services. We expect to continue to offer other value-
added services utilizing our network in the future.
40
<PAGE>
Total direct costs increased from $252,194 to $2,043,399 for the
period ending December 31, 1998 and for the year ending December 31, 1999,
respectively. The increase of costs in the year ending December 31, 1999
over the period ending December 31, 1998 is a result of our business moving
from the start-up phase into an operational entity. As we expand our
network to DS-3 level service in each of our major markets, we expect
network cost to increase by $50,000 per month. We have continued to
purchase additional equipment to expand our VoIP network and direct costs
have increased as a result. As we implement several of the new wholesale
contracts, in the first quarter of fiscal year 2000, direct costs as a
percentage of revenue are expected to decrease with J.D. Services, Inc.,
IDS Long Distance, Inc., Caprock Communication and General Communication
Corporation.
General and Administrative costs increased from $983,549 to $3,412,473
for the period ending December 31, 1998 and for the year ending December 31,
1999, respectively. As we continue to grow our network, expand our
product offering and execute our business plan, we expect these expenses to
continue to grow. The primary reason for this increase is the expense for
marketing and costs of additional personnel. Also, the Company has hired
several key individuals since August 1999 and incurred stock compensation
expense in the amount of approximately $1,237,000 as a result. They will grow
as a percentage of revenue for a period, until all necessary personnel and
systems are in place to handle future revenue and support future products.
Thereafter, we anticipate that general and administrative costs will
decrease as a proportion of revenues.
Depreciation and Amortization costs increased from $36,627 to $167,668
for the period ending December 31, 1998 and for the year ending December 31,
1999, respectively. It is anticipated depreciation for currently owned
equipment in 2000 will be $200,000. Depreciation consists primarily of the
depreciation of our VoIP gateways. We depreciate this network equipment
over five years on a straight-line basis. It can be expected that
depreciation will continue to increase as we continue to expand our
network. Amortization consists of the amortization of the cost of two
customer bases. In December of 1999, we sold these two bases to an
affiliated company for forgiveness of a note and cash. We intend to
acquire customer bases in the future that have synergies with our network
and business plan. These synergies include profitability, location and
type of customer.
Net Interest expense increased from $368,561 to $675,195 for the
period ending December 31, 1998 and for the year ending December 31, 1999,
respectively. This increase is the result of the increase in the issuance
of short-term notes, the commissions paid to broker-dealers for the sale of
these notes and the cost of our financing for capital equipment.
Gain (Loss) on Investment changed from $(239,800) to $(31,518) for the
period ending December 31, 1998 and for the year ending December 31, 1999,
respectively. In 1998 we incurred a loss of $239,800 of a write-down of an
investment in Mezzanine Capital to $200. In 1999, these costs represent a
loss of $31,518 incurred with a potential acquisition. We expect these
gains (losses) to vary based on changes in the Company's business.
Our Net Loss increased from $(1,723,367) to $(4,950,222) for the period
ending December 31, 1998 and for the year ending December 31, 1999,
respectively. This increase is due primarily to the continued expansion of
our network and an increase in personnel and
41
<PAGE>
overhead. We expect continued and increasing losses as we continue to
pursue our growth strategy.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception in January of 1998, we have financed our
operations through a series of private placements of our Common Stock for
$960,000 in net proceeds, and from the sale of $5.4 million, nine-month
notes beginning in January 1998 through December 1999. As of December 31,
1999, we have a total of $3.7 million outstanding in these notes. In
February of 2000 we completed a private placement from the sale of 1,200,000
shares of our restricted common stock for $5.1 million. Most of our
equipment has been leased with our equipment vendors primarily through
Cisco Systems, Inc.
As of December 31, 1999 we had approximately $20,000 in cash and cash
equivalents. Our operating activities generated negative cash flow of
approximately $2,840,000 for the year ending December 31, 1999, compared to
negative cash flow of approximately $1,146,000, for the period ending
December 31, 1998. Cash used in investing activities was approximately
$330,000 and $691,000 for the year ending December 31, 1999 and the period
ending December 31, 1998, respectively. Our cash used in investing
activities was principally for the purchase of telecommunications and
Internet equipment. Our financing activities generated cash of
approximately $3,182,000 and $1,844,000 for the year ending December 31,
1999 and the period ending December 31, 1998, respectively. The principal
reason for the cash generated was a result of additional funding from the
sale of notes and a common stock offering in 1999.
Our future capital requirements will depend on numerous factors,
including:
* market acceptance of our services;
* brand promotions;
* the amount of resources we devote to the development of our
current and future products; and
* the expansion of our in-house sales force and marketing our services.
We may experience a substantial increase in our capital expenditures
and lease arrangements consistent with the growth in our operations and
adding additional Personnel. Our current cash flow from operations is not
sufficient to meet our working capital and capital expenditure needs for at
least the next 12 months and accordingly, we have obtained and will continue
to seek additional financing. Accordingly, there can be no assurance that we
will have sufficient capital to finance potential acquisitions or other growth
oriented activities, and may issue additional equity securities, incur debt
or obtain other financing. We have no other material capital commitments.
In 1998 and 1999, we entered into various contracts for the purchase
of network facilities. Our currently outstanding network costs will
require us to expend approximately $220,000 per month in 2000, but we
expect to increase network costs as we continue to expand.
42
<PAGE>
Additional commitments for the year 2000 are as follows:
* repayment of indebtedness on the nine-month notes in the
aggregated amount of $3.7 million;
* leases on existing corporate offices, equipment and network
facilities in the aggregate amount of $105,000;
* leases on new corporate offices in the aggregate amount of $72,000;
* operating leases on existing equipment in the aggregate amount of
$436,000;
* operating leases on new equipment purchased in January 2000 of
$372,000; and
* network expenditures in the aggregate amount of $2,600,000.
The Company expects to fund these year 2000 commitments from cash from
operations and from the funds raised in future private and public
offerings. As of December 31, 1999, our working capital deficit is $5.1
million.
In February 2000, the Company sold 1,200,000 shares of its Common Stock
at $4.25 to 79 investors for a total of $5,100,000. The shares of Common
Stock issued by the Company in connection with this offering are deemed
"restricted securities" within the meaning of that term as defined in Rule
144 of the Securities Act of 1933, as amended ("Act") and were issued
pursuant to certain "private placement" exemptions under Section 4(2) and
Rule 506 of Regulation D of the act, as promulgated by the Securities and
Exchange Commission.
In March of 2000 the Company entered into a letter of interest with
Cisco Systems, Inc. for $28 million of financing. This is only a letter of
interest and not a definitive Agreement. The funding would be used for the
purchase of equipment and working capital and amortized over 5 years.
The Company has no material capital commitments.
COMMITMENTS AND CONTINGENCIES
We have entered into various Agreements with Service Providers, on an
order by order basis, to lease bandwidth, purchase dedicated Internet
access, lease local lines, and to rent space to locate our network
equipment. These service orders range in term from month to month to
five year agreements. Below is a schedule that details the significant
terms of these commitments:
43
<PAGE>
MONTHLY
PAYMENTS TERM CANCELLATION PENALTY INITIAL ORDER
-------- ---- -------------------- -------------
Sprint(TM) $45,000 3 yr. 100% of year 1; 50% of October 1998
Commercial Year 2; 50% of year 3
Global $35,000 2 yr. $25,000 per month August 1999
Crossing commitment
E.Spire $35,000 1-3 yr. Commitment for the total August 1998
period for value of orders
Cox $9,000 5 yr. Commitment for full January 1999
amount for entire period
Electric $21,000 1 yr. Commitment for full July 1999
Lightwave amount for the entire period
MCI $11,000 1 yr. Commitment for 50% of Sept 1999
WorldCom the remaining due
Level 3 $40,000 1 yr. Commitment for total August 1999
Communications, Inc. amount for the full term
Caprock $5,000 1 yr. Take or Pay Commitment July 1999
Communications
In December of 1999, we terminated services with Sprint because of
continual network failure. Management believes because of the quality of
service with Sprint that we will be able to cancel the existing contracts.
We are currently trying to negotiate a final settlement. We are in good
standing with respect to all of our other commitments.
ITEM 7. FINANCIAL STATEMENTS
The Financial Statements set forth on pages F-1 to F-17 to this Report
are incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
In December 1999, we engaged the accounting service of Deloitte &
Touche, LLP as our auditors for the fiscal year ending December 1999.
Previously, Schvanevedt & Company were the Company's auditors and provided
accounting services until their dismissal in December 1999. Schvanevedt &
Company's report on the financial statements for the last year did not
contain an adverse opinion or disclaimer of opinion, nor were they modified
as to uncertainty, audit scope, or accounting principles except that their
previous report included an explanatory
44
<PAGE>
paragraph concerning our ability to continue as a going concern. The
decision to change auditors was unanimously approved by the Company's
Board of Directors in December 1999. There were no disagreements with
Schvanevedt & Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which if
not resolved to Schvanevedt & Company's satisfaction, would have caused
it to make reference to the subject matter of the disagreement in connection
with their reports.
PART III
The information required by Part III of Form 10-KSB (Items 9-12) is
incorporated herein by reference to NetVoice's definitive Proxy Statement
to be filed no later than April 17, 2000, in connection with the Annual
Meeting of Shareholders to be held on May 19, 2000.
45
<PAGE>
GLOSSARY
APPLET - A small application that performs a specific task within an
operating system such as the calculator or calendar in a Microsoft Windows
97(TM) program.
BRAND EQUITY - The long-term value of a marketers brand in the marketplace
(which usually occurs when customers see the brand as more than the sum of
elements in the package).
CIRCUIT SWITCHING - The process of setting up and keeping a circuit open
between two or more users, such that the users have exclusive and full use
of the circuit until the connection is released.
COMMUNICATIONS APPLICATIONS BROWSER ("CAB") - A software application,
loaded onto a computer that allows users to locate and retrieve data over
the Internet and to make phone calls and send and retrieve voice, text and
fax messages while browsing the World Wide Web.
DATA PACKETS - The method which information is transferred through
electronic media. Information is transformed into data packets, traversed
across the electronic medium and at the destination is reassembled into the
original information.
DS-3 - Digital Service, level 3 is a high-speed equivalent of 28 T-1
channels and operating at 44.736 Mbps. Also called T-3.
FILTERING - The ability to limit the type of information available via the
World Wide Web. A filtering device is typically used to filter
objectionable information, profanity or pornography.
INTEGRATED VOICE AND DATA is the combination of voice and data signals
transmitted via a single channel.
INTERNET - Several large computer networks containing information on a
variety of subjects joined together over high speed data links allowing the
free flow of information across the data links.
ISP - Internet Service Provider is an entity which provides Internet access
to its customers typically for a fee.
LAN/WAN - Local Area Network/Wide Area Network. is a short distance data
communications network used to link together computers and peripheral
devices under some form of standard control. A Wide Area Network uses
common-carrier provided lines that cover an extended geographical area. In
contrast with LAN, this network uses links provided by local telephone
companies and usually connects disparate sites.
LATAS AND INTERLATA SERVICES - Local Access and Transport Area is one of
161 local geographical areas in the US within which a local telephone
company may offer telecommunications services - local or long distance.
Inter LATA - Telecommunications services that originate in one and
terminate in another Local Area Transport Area.
46
<PAGE>
LEMs - Law Enforcement Management Systems are proprietary software
application developed and maintained by Security Telcom used to manage
systems and information for jails and correctional facilities.
NOC - Networks Operation Centers are organization and systems responsible
for the day-to-day care and management of a network.
NTVT - The Company's bulletin board trading symbol.
POINTS OF PRESENCE ("POPs") - are physical places within a LATA where a
long distance carrier, ISP or other provider interfaces with the network of
the local exchange carrier.
PSTN - Public Switched Telephone Network is a name which refers to a public
phone company.
RBOCs - The Regional Bell Operating companies are seven RBOCs which split
out of the old AT&T/Bell System by the FCC upon divestiture of the Bell
Operating Companies.
REAL-TIME is a term used to describe no perceived delay in transmission of
information between the actual event and the transmission of the event or
information related to the event.
ROUTING is the process of selecting the correct circuit path for a message
throughout a network to specific geographical locations.
SWITCHED CARRIERS are the traditional long distance carriers using the PSTN
like AT&T, MCI, etc.
TELEPHONY is the science of transmitting voice, data, video or image
signals over a distance via a network of a communication conduit, typically
copper or fiber and hardware used to route signals.
TUNNELING is to temporarily change the destination of a packet in order to
traverse one or more routers that are incapable of routing to the real
destination.
UNIFIED MESSAGING is a telecommunications application that allows the user
to retrieve a variety of messaging mediums, i.e. Voicemail, e-mail and fax
from one unified box. Messages can be retrieved via phone or e-mail.
VoIP NETWORK is the Voice over Internet Protocol Network. It is a
communications network utilizing Internet Protocol technology in the
delivery of voice and data transmissions. Internet Protocol technology
uses packet switching to deliver voice and rata rather than the traditional
method of circuit switching.
www.netvoice.net is the NetVoice Technologies Corporation URL.
47
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a)(1)(2) The following documents are filed as a part of this
Form 10-KSB
Exhibits required to be filed are listed below and, except
where incorporated by reference, immediately follow the
Financial Statements.
(a) (3) Exhibits:
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation of Eastco, Inc. dated June 16, 1977(1)
3.2 Certificate of Amendment of Articles of Incorporation of
Eastco, Inc. dated December 8, 1997(1)
3.3 Certificate of Amendment of Articles of Incorporation of
Blue Pines, Inc. dated August 11, 1998(1)
3.4 Bylaws of NetVoice Technologies Corporation(1)
3.5 Amendments to Bylaws of NetVoice Technologies Corporation(1)
3.6 Certificate of Correction(1)
3.7 Second Amended and Restated Articles of Incorporation of
NetVoice Technologies Corporation(1)
10.1 Agreement and Plan of Reorganization(1)
10.2 Memorandum of Understanding between NetVoice Technologies,
Inc. and MultiCom Services(1)
10.3 Memorandum of Understanding between NetVoice Technologies,
Inc. and Diversified Data Distributors(1)
10.4 Agreement between NetVoice Technologies, Inc. and Interwest
Transfer Co., Inc.(1)
10.5 Broker Agreement between NetVoice Technologies, Inc. and
Unlimited Tech, Inc.(1)
10.6 Carrier Service Agreement between NetVoice Technologies,
Inc. and IDT Corporation(1)
10.7 Carrier Service Agreement between NetVoice Technologies,
Inc. and IDS Long Distance, Inc.(1)
10.8 Carrier Service Agreement between NetVoice Technologies,
Inc. and Intercomm Americas, Inc.(1)
10.9 Internet Telephony Service Agreement between NetVoice
Technologies, Inc. and Intercomm Americas, Inc.(1)
10.10 Carrier Service Agreement between NetVoice Technologies,
Inc. and JD Services, Incorporated(1)
48
<PAGE>
10.11 Carrier Service Agreement between NetVoice Technologies,
Inc. and SuperNet(1)
10.12 Carrier Service Agreement between NetVoice Technologies,
Inc. and ValuLine, Inc.(1)
10.13 Telecommunications Service Agreement between NetVoice
Technologies, Inc. and Brooks Fiber Communications(1)
10.14 Carrier Service Agreement between NetVoice Technologies,
Inc. and CapRock Communications(1)
10.15 Letter of Agreement between NetVoice Technologies
Corporation and Duncan & Hill, LLC(1)
10.16 Agreement between NetVoice Technologies, Inc. and Frontier
Communications(1)
10.17 Agreement between NetVoice Technologies, Inc. and Electric
Lightwave, Inc.(1)
10.18 Agreement between NetVoice Technologies, Inc. and GTE
Internetworking(1)
10.19 Software License and Support Agreement between NetVoice
Technologies, Inc. and Portal Software, Inc.(1)
10.20 Master Lease Agreement between NetVoice Technologies, Inc.
and Sunrise Leasing Corporation (Cisco Systems)(1)
10.21 Addendum to Master Lease Agreement (AA) between NetVoice
Technologies, Inc. and Sunrise Leasing Corporation (Cisco Systems)(1)
10.22 Addendum to Master Lease Agreement (AB) between NetVoice
Technologies, Inc. and Cisco Systems Capital Corporation(1)
10.23 Addendum to Master Lease Agreement (AC) between NetVoice
Technologies, Inc. and Sunrise Leasing Corporation (Cisco Systems)(1)
10.24 Addendum to Master Lease Agreement (AD) between NetVoice
Technologies, Inc. and Sunrise Leasing Corporation (Cisco Systems)(1)
10.25 Addendum to Master Lease Assignment (AE) between NetVoice
Technologies, Inc. and Sunrise Leasing Corporation (Cisco Systems)(1)
10.26 Addendum to Master Lease Agreement (AF) between NetVoice
Technologies, Inc. and Sunrise Leasing Corporation (Cisco Systems)(1)
10.27 Lease Agreement between NetVoice Technologies, LLC and
Inter-Tel Leasing, Inc.(1)
10.28 Network Agreement between NetVoice Technologies, Inc. and
Inter-Tel.net, Inc.(1)
10.29 Master Services Agreement with Signup Server, Inc.(1)
10.30 Office Lease and First Amendment thereto(1)
10.31 Employment Agreement with Jeff Rothell(1)
49
<PAGE>
10.32 Employment Agreement with Garth Cook(1)
21 Subsidiaries of the Company
27 Financial Data Schedule
_____________
(1) Incorporated by reference to Registration Statement on Form 10SB dated
January 17, 2000 (Commission File No. 0-29025).
(b) During the quarter ended December 31, 1999, no Current Reports on
Form 8-K were filed by the Company.
50
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NetVoice Technologies Corporation and Subsidiaries
Index to Financial Statements
Page
----
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . F-2
Predecessor Auditors' Report . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheets for December 31, 1999 and 1998 (Restated). . F-4
Consolidated Statement of Operations for the year ended
December 31, 1999 and the period from January 7, 1998 (date of
inception) to December 31, 1998 (Restated) . . . . . . . . . . . . . . F-5
Consolidated Statements of Stockholders' Deficit for the year ended
December 31, 1999 and the period from January 7, 1998 (date of
inception) to December 31, 1998 (Restated) . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flow for the year ended
December 31, 1999 and the period from January 7, 1998 (date of
inception) to December 31, 1998. . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .F-8 - F-17
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
NetVoice Technologies Corporation:
We have audited the accompanying consolidated balance sheet of NetVoice
Technologies Corporation (the "Company") as of December 31, 1999, and the
related consolidated statements of operations, stockholders' deficit and
cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. As described in Note 12 to the
consolidated financial statements, subsequent to the issuance of the
report of the other auditors, the consolidated financial statements of
the Company for the period from January 7, 1998 (date of inception) to
December 31, 1998, were restated.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit 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 audit provides a reasonable
basis for our opinion.
In our opinion, based on our audit, such consolidated financial
statements present fairly, in all material respects, the financial
position of the Company at December 31, 1999, and the results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE, LLP
Dallas, Texas
March 14, 2000
F-2
<PAGE>
Independent Auditor's Report
-----------------------------------
Board of Directors
NetVoice Technologies Corporation
(A Development Stage Company)
I have audited the accompanying consolidated balance sheets of NetVoice
Technologies Corporation, (a development stage company), as of December 31,
1998, and the related statements of operations, stockholders' equity, and
cash flows for the period January 7, 1998 (Inception) to December 31, 1998.
These consolidated financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit. As described in Note #12, to the
financial statements, subsequent to the issuance of the report the
financial statements of the Company for the period January 7, 1998 (date of
inception) to December 31, 1998, were restated.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the consolidated financial statements. An audit also includes assessing
the accounting principles used and the significant estimates made by
management, as well as evaluating the overall consolidated financial
statements presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of NetVoice
Technologies Corporation, (a development stage company), as of December 31,
1998, and the results of its operations and its cash flows for the period
January 7, 1998 (Inception) to December 31, 1998, in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming NetVoice Technologies Corporation, (a development stage company),
will continue as a going concern. As discussed in Note #10 to the
consolidated financial statements, the Company has an accumulated deficit
and a negative net worth at December 31, 1998. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also discussed
in Note #10. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ SCHVANEVELDT & COMPANY
Salt Lake City, Utah
December 15, 1999
F-3
<PAGE>
<TABLE>
NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998(RESTATED)
- -------------------------------------------------------------------------------------------------
<CAPTION>
1998
(AS RESTATED,
ASSETS 1999 NOTE 12)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 20,085 $ 7,990
Restricted cash and cash equivalents 167,100
Accounts receivable - trade 190,733 75,068
Prepaid expenses 86,505 6,063
----------- -----------
Total current assets 297,323 256,221
PROPERTY AND EQUIPMENT, NET 860,534 495,376
OTHER ASSETS 300,787 174,074
----------- -----------
TOTAL $ 1,458,644 $ 925,671
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 1,519,154 $ 426,161
Accrued expenses 180,082 63,568
Current portion of notes payable and capital lease obligations 3,659,905 1,834,309
Unearned revenue 30,000
----------- -----------
Total current liabilities 5,389,141 2,324,038
LONG-TERM DEBT, LESS CURRENT PORTION 223,056
----------- -----------
Total liabilities 5,612,197 2,324,038
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' DEFICIT:
Preferred stock; 50,000,000 shares authorized at $0.001 par value,
none issued
Common stock, 200,000,000 shares authorized at $0.005 par value;
10,741,600 and 8,990,100 shares issued and outstanding,
respectively 5,371 4,495
Paid-in capital 2,881,479 320,505
Unearned compensation (366,814)
Accumulated deficit (6,673,589) (1,723,367)
----------- -----------
Total stockholders' deficit (4,153,553) (1,398,367)
----------- -----------
TOTAL $ 1,458,644 $ 925,671
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999, AND
PERIOD FROM JANUARY 7, 1998 (DATE OF INCEPTION) TO
DECEMBER 31, 1998 (RESTATED)
- -------------------------------------------------------------------------------------------------
<CAPTION>
1999 1998
(AS RESTATED,
NOTE 12)
<S> <C> <C>
REVENUES $ 1,212,363 $ 120,737
EXPENSES:
Direct expenses 2,043,399 252,194
General and administrative expenses 3,412,473 983,549
----------- -----------
Total expenses 5,455,872 1,235,743
----------- -----------
NET OPERATING LOSS (4,243,509) (1,115,006)
OTHER INCOME (EXPENSE):
Interest income 4,316 3,540
Interest expense (679,511) (372,101)
Loss on investments (31,518) (239,800)
----------- -----------
Total other expense (706,713) (608,361)
----------- -----------
NET LOSS $(4,950,222) $(1,723,367)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.48) $ (0.24)
=========== ===========
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING 10,404,446 7,246,064
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
<TABLE>
NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEAR ENDED DECEMBER 31, 1999, AND
PERIOD FROM JANUARY 7, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 (RESTATED)
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMMON STOCK
--------------------
PAID-IN UNEARNED ACCUMULATED
SHARES AMOUNT CAPITAL COMPENSATION DEFICIT TOTAL
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 7, 1998 (DATE OF
INCEPTION) - $ - $ - $ - $ - $ -
Shares issued to incorporators 6,000,000 3,000 7,000 10,000
Shares issued for "reverse acquisition"
of Blue Pine, Inc. 1,990,100 995 (995) -
Shares issued for investment in Mezzanine
Capital, Ltd. at $.60 per share 400,000 200 239,800 240,000
Shares issued for services 600,000 300 74,700 75,000
Net loss (1,723,367) (1,723,367)
---------- ------ ---------- ---------- ----------- -----------
BALANCE, DECEMBER 31, 1998 (AS
RESTATED, NOTE 12) 8,990,100 4,495 320,505 - (1,723,367) (1,398,367)
Restricted shares issued (1,055,000
shares) and granted (1,475,000 shares)
to officers, directors and employees 1,055,000 528 1,602,882 (1,603,350) -
Shares sold as part of private placement
memorandum at $1.00 per share, net of
issuance costs 986,500 493 958,007 958,500
Canceled stock (290,000) (145) 145 -
Amortization of unearned compensation 1,236,536 1,236,536
Net loss (4,950,222) (4,950,222)
---------- ------ ---------- ---------- ----------- -----------
BALANCE, DECEMBER 31, 1999 10,741,600 $5,371 $2,881,479 $ (366,814) $(6,673,589) $(4,153,553)
========== ====== ========== ========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
<TABLE>
NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999, AND
PERIOD FROM JANUARY 7, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998
(RESTATED)
- -------------------------------------------------------------------------------------------------
<CAPTION>
1999 1998
(AS RESTATED,
NOTE 12)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(4,950,222) $(1,723,367)
Adjustments to reconcile net loss to net cash used in operating
activities:
(Gain) loss on investments and sale of customer lists (48,994) 239,800
Depreciation and amortization 167,668 36,627
Expenses paid by stock in lieu of cash 75,000
Stock issued to employees, officers and directors 1,236,536
Changes in operating assets and liabilities:
Accounts receivable (115,665) (75,068)
Prepaid expenses (80,442) (6,063)
Accounts payable 1,092,993 426,161
Accrued expenses 116,514 63,568
Unearned revenue 30,000
Other assets (288,380) (182,208)
----------- -----------
Net cash used in operating activities (2,839,992) (1,145,550)
----------- -----------
INVESTING ACTIVITIES:
Purchase of property and equipment (462,129) (523,669)
Decrease (increase) in restricted cash and cash equivalents 167,100 (167,100)
Purchase of investments (35,036)
----------- -----------
Net cash used in investing activities (330,065) (690,769)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from the sale of common stock 958,500 10,000
Proceeds from long-term debt 3,892,989 2,039,309
Payments on long-term debt (1,669,337) (205,000)
----------- -----------
Net cash provided by financial activities 3,182,152 1,844,309
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 12,095 7,990
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 7,990
----------- -----------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 20,085 $ 7,990
=========== ===========
SUPPLEMENTAL DISCLOSURES - Interest paid $ 368,774 $ 372,101
=========== ===========
NONCASH TRANSACTIONS:
Issued 400,000 shares of common stock to acquire 40,000 shares
of Mezzanine Capital, Ltd. $ - $ 240,000
=========== ===========
Issued 600,000 shares of common stock for services $ - $ 75,000
=========== ===========
Issued 1,055,000 compensatory shares to officers, directors
and employees $ 1,602,822 $ -
=========== ===========
Assets acquired through capital leases $ 31,631 $ -
=========== ===========
Forgiveness of debt in exchange for customer lists $ 175,000 $ -
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
NETVOICE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999, AND
PERIOD FROM JANUARY 7, 1998 (DATE OF INCEPTION) TO
DECEMBER 31, 1998 (RESTATED)
- -------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - NetVoice Technologies Corporation (the "Company") is
the successor company to NetVoice Technologies, LLC ("NVT, LLC"), a
Texas limited liability company that began operations on January 7,
1998. NVT, LLC was formed for the purpose of developing, acquiring
and operating telephone communication facilities and networks that
were intended to transmit voice over the Internet utilizing
conventional and Internet technologies. NVT, LLC was reincorporated
in Nevada on June 30, 1998, as NetVoice Technologies, Inc. ("NVT,
Inc.").
On August 13, 1998, NVT, Inc. concluded a reverse acquisition of
Blue Pines, Inc. in which Blue Pines, Inc. issued 6,000,000 shares
of common stock in exchange for all of the outstanding shares of
common stock of NVT, Inc. As a result of the reverse acquisition,
NVT, Inc. became a wholly owned subsidiary of Blue Pines, Inc., and
the six former stockholders of NVT, Inc. became the holders of
approximately 75% of the outstanding shares of common stock of the
Company. The remaining 25% of the shares were owned by the original
non-affiliated stockholders of Blue Pines, Inc. On August 11, 1998,
Blue Pines, Inc. changed its name to NetVoice Technologies
Corporation. The value of assets that NVT, Inc. acquired as a
result of the reverse acquisition was negligible because Blue Pines,
Inc. was an inactive shell at the time of the reverse acquisition.
There was no prior affiliation between the parties.
NetLD.com, Inc. was incorporated in the State of Nevada as a wholly
owned subsidiary of the Company on October 14, 1999. This
corporation was initially formed for the purpose of conducting the
traditional long distance telephone services of the Company.
Currently, there has been no activity in this subsidiary, and it is
not anticipated that traditional long distance will be pursued as
part of the business model. The Company may disband this entity or
use it for other corporate purposes.
RISKS AND UNCERTAINTIES - The Company has experienced cumulative
operating losses, and its operations are subject to certain risks
and uncertainties, including, among others, risks associated with
technology and regulatory trends, evolving industry standards,
growth and acquisitions, actual and prospective competition by
entities with greater financial and other resources, the development
of the Internet market and the need for additional capital.
REVENUES AND EXPENSES RECOGNITION POLICY - Revenues and expenses are
recognized in the period when the services are provided to the
customer.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its wholly owned
subsidiaries. All significant intercompany transactions and
balances between the Company and its subsidiaries have been
eliminated in consolidation.
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 disclosure 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 these
estimates.
F-8
<PAGE>
CASH AND CASH EQUIVALENTS - The Company considers all short-term,
highly liquid investments that are readily convertible, within three
months, to known amounts as cash equivalents.
PROPERTY AND EQUIPMENT - The cost of property and equipment is
depreciated over the estimated useful lives of the related assets.
Depreciation and amortization are computed on the straight-line
method. The following is a summary of useful lives of the major
categories of property and equipment:
Furniture and equipment 3 to 10 years
Computer and telephone equipment 3 to 10 years
INCOME TAXES - The Company and its subsidiaries file a consolidated
tax return. Deferred income taxes are recognized for the tax
consequences of temporary differences by applying enacted statutory
tax rates applicable to future years to differences between the
financial statement carrying amounts and the tax basis of existing
assets and liabilities. The effect on deferred taxes of a change in
tax rates is recognized in income in the period that includes the
enactment date. The Company periodically evaluates the
collectibility of deferred tax assets and provides a valuation
allowance for the portion of such assets not considered likely of
realization.
EARNINGS PER SHARE - Basic earnings per share are computed by
dividing income (loss) available to common stockholders by the
weighted average number of common shares outstanding during the
period. Diluted earnings per share are computed by including
contingently issuable shares with the weighted average shares
outstanding during the period. When inclusion of the contingently
issuable shares would have an antidilutive effect upon earnings per
share, no diluted earnings per share is presented. At December 31,
1999 and 1998, the Company had 3,347,500 and 1,872,500,
respectively, of contingently issuable shares of common stock that
were not included in the Company's earnings per share calculation.
COMPREHENSIVE INCOME - The Company has no elements of comprehensive
income.
SEGMENTS - The Company is in a single-market segment.
LONG-LIVED ASSETS - Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," requires that
they be stated at the lower of the expected net realizable value or
cost. The carrying value of long-lived assets is periodically
reviewed to determine whether impairment exists. The review is
based on comparing the carrying amount of the assets to the
undiscounted estimated cash flows over the remaining useful lives.
No impairment is indicated as of December 31, 1999.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was
issued in June 1998 and establishes standards for accounting and
reporting for derivative instruments. It requires entities to
record all derivative instruments on the balance sheet at fair
value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending
on whether a derivative is designated as part of a hedge transaction
and on the type of hedge transaction. The portion of all hedges not
effective in achieving offsetting changes in fair value is
recognized in earnings. SFAS No. 133, as amended, is effective for
all fiscal quarters of all fiscal years beginning after June 15,
2000. Management has not completed an evaluation of the impact of
the provisions of this statement on the Company's financial
statements.
RECLASSIFICATIONS - Certain reclassifications have been made in the
prior year's financial statements in order to conform to the
classifications used in the current year.
F-9
<PAGE>
2. PROPERTY AND EQUIPMENT
Property and equipment at December 31 consisted of the following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Furniture and equipment $ 10,033 $ 8,160
Computer and telephone equipment 975,765 515,509
----------- -----------
Total cost 985,798 523,669
Less accumulated depreciation (125,264) (28,293)
----------- -----------
$ 806,534 $ 495,376
=========== ===========
</TABLE>
3. OTHER ASSETS
Other assets at December 31 consisted of the following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Vendor security deposits $ 300,587 $ 72,208
Investments 200 200
Customer lists, net 101,666
----------- -----------
$ 300,787 $ 174,074
=========== ===========
</TABLE>
The customer list was amortized on a straight-line basis over two
years. For the year ended December 31, 1999, and the period from
January 7, 1998 (date of inception) to December 31, 1998,
amortization expense was $70,696 and $8,529, respectively (see Note 8).
Investments consist of 40,000 shares of common stock of Mezzanine
Capital, Ltd. ("Mezzanine"), a Bermuda corporation. The stock of
Mezzanine is trading on the Bermuda exchange. At December 31, 1998,
the Company wrote the investment down because there had been no
trading activity in the stock and its market value was permanently
impaired.
F-10
<PAGE>
4. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS
Notes payable and capital lease obligations at December 31 consisted
of the following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Notes payable $ 3,651,932 $ 1,669,337
Loans from stockholders, no interest rate, maturing from
October 2004 to December 2004 206,672 164,972
Capital lease obligations, with interest rates of 15%
to 15.3%, maturing August 2003 24,357
----------- -----------
3,882,961 1,834,309
Less current portion of long-term debt (3,659,905) (1,834,309)
----------- -----------
$ 223,056 $ -
=========== ===========
</TABLE>
Future minimum lease payments for capital lease obligations at
December 31, 1999, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ended December 31:
2000 $11,127
2001 11,127
2002 5,615
2003 2,256
-------
Total 30,125
Less interest of capital lease obligations (5,768)
-------
Present value of net minimum capital lease payments $24,357
=======
</TABLE>
The aggregate future maturities of long-term debt, excluding capital
lease obligations, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ended December 31:
2000 $3,651,932
2001
2002
2003
2004 206,672
----------
$3,858,604
==========
</TABLE>
Notes payable are secured by a security interest in revenues from
contracts, equipment and a cash reserve equal to 10% of total notes
payable. The notes bear a fixed rate of interest at a rate of
13.35% per annum, payable on the first day of each quarter during
the term. All principal and unpaid accrued interest is due and
payable nine months from issuance. The notes are due from January
2000 to September 2000. The note holder has the right to extend the
terms of the notes for an additional nine months at the same terms.
F-11
<PAGE>
The aggregated principal amount of the notes that may be delivered
under the Indenture Agreement is limited to $5,000,000, of which
$3,651,932 has been issued through December 31, 1999. At December
31, 1999, the Company was not in compliance with its debt covenants;
however, subsequently, the Company received a waiver for its
noncompliance.
5. INCOME TAXES
From January 7, 1998 (date of inception) to June 30, 1998, the
Company operated as an LLC. On June 30, 1998, the Company filed
Articles of Incorporation in the State of Nevada and continued its
business activities as a corporation. For income tax purposes, the
Company has filed a partnership return for the period when it
operated as an LLC and a corporate tax return will be filed thereafter.
The Company has net operating losses to carry forward for future tax
purposes, as follows:
YEAR AMOUNT EXPIRATION
OF LOSS OF LOSS DATE
1998 $1,156,628 2018
1999 4,022,882 2019
Net deferred taxes in the accompanying consolidated balance sheets
include the following components as of December 31:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Deferred tax asset:
Net operating loss carryforward $ 1,968,213 $ 439,519
Miscellaneous tax asset items 91,124 93,668
----------- -----------
Total deferred tax asset 2,059,337 533,187
Valuation allowance (2,059,337) (533,187)
----------- -----------
Net deferred tax asset $ - $ -
=========== ===========
</TABLE>
The Company annually evaluates the recoverability of the
deferred tax asset and adjusts the valuation allowance for the
portion of such asset not considered likely to be realized.
A reconciliation of income taxes computed at the U.S. federal
statutory tax rate to the provision for income tax is as follows as
of December 31:
<TABLE>
<CAPTION>
1999 1998
------------------------- ----------------------
<S> <C> <C> <C> <C>
Income tax benefit at U.S. federal
statutory rates $(1,559,846) (34.00)% $(585,945) (34.00)%
State tax benefit (183,511) (4.00) (68,935) 0.04
Other, primarily permanent differences 217,206 4.70 121,692 7.06
Valuation allowance 1,526,151 33.30 533,187 26.98
----------- ------ --------- ------
$ - 0.00 % $ - 0.00 %
=========== ====== ========= ======
</TABLE>
F-12
<PAGE>
6. STOCKHOLDERS' EQUITY
PREFERRED STOCK - The Company is authorized to issue 50,000,000
shares of preferred stock with a par value of $0.001 per share in
one or more series as may be determined by the Board of Directors.
The Board of Directors may fix the designation, power, preference
and relative rights of the shares of each series and any
qualifications, limitations or restrictions thereof, and increase or
decrease the number of shares of any series without stockholders'
approval or action by the stockholders. The Board of Directors may
authorize, without stockholders' approval, the issuance of preferred
stock with voting rights and conversion rights that could adversely
affect the voting power and other rights of the common stock.
COMMON STOCK - The total authorized stock of the Company is
200,000,000 shares of common stock, with a par value of $.0005. All
stocks when issued shall be deemed fully paid and nonassessable. No
cumulative voting on any matter to which stockholders shall be
entitled to vote shall be allowed for any purpose. Stockholders
have no preemptive rights to acquire unissued shares of stock of the
Company.
During 1998, the Company issued 400,000 shares of common stock to
acquire 40,000 shares of Mezzanine, a Bermuda corporation (see Note 3).
During 1998, the Company issued 600,000 shares of common stock to
two providers of promotional services. The value of the services
provided was $75,000, which was expensed.
STOCK SPLIT - In February 2000, the Company declared a 2-for-1 stock
split of all outstanding shares for all stockholders of record as
of March 14, 2000. Retroactive effect has been given to the stock
split in stockholders' equity accounts as of December 31, 1999 and
1998, and in all share and per-share data in the accompanying
financial statements.
STOCK-BASED COMPENSATION - In January 1999, the Company issued
740,000 shares of stock to directors and certain employees. At the
time the shares were issued, there was no market in the Company's
stock. The Company valued the shares at $.195 per share, and
compensation expense of $145,000 was recorded in the Company's
financial statements. The stock vested immediately. All
certificates bear "restricted" legends prohibiting their transfer.
From August to November 1999, the Company issued 315,500 shares of
stock to officers and certain employees. The Company valued the
shares between $.73 and $1.62 per share, and compensation expense of
$257,150 was recorded in the Company's financial statements. The
stock vested immediately. All certificates bear "restricted"
legends prohibiting their transfer.
From August to November 1999, the Company reserved to be issued
1,475,000 shares of stock to officers and certain employees. The
Company valued the shares between $.73 and $1.73 per share,
depending on the date of grant. The stock vests based upon
continued employment over a period of approximately 18 months. The
Company recorded $1,201,200 as unearned compensation on date of
grant, of which $834,386 was amortized as compensation expense in
the year ended December 31, 1999, and the remainder is to be
recognized on a straight-line basis over the vesting period. All
certificates bear "restricted" legends prohibiting their transfer.
F-13
<PAGE>
The following is the vesting schedule for the granted shares:
882,500 shares to vest in the first calendar quarter of 2000
177,500 shares to vest in the second calendar quarter of 2000
177,500 shares to vest in the third calendar quarter of 2000
42,500 shares to vest in the fourth calendar quarter of 2000
195,000 shares to vest in the first calendar quarter of 2001
The grant of options with no exercise price is accounted for as a
grant of restricted shares.
CANCELED STOCK - In February 1999, one of the original stockholders
of the Company returned 290,000 shares to the Company. The shares
were forfeited because of the lack of effort the individual could
devote to Company matters. The Company canceled the shares upon receipt.
PRIVATE PLACEMENT - In March and April 1999, the Company issued
986,500 shares of common stock at $1.00 in a private placement.
7. STOCK-BASED COMPENSATION
Effective January 25, 1999, the Board approved the adoption of a
stock option plan to be administered by a committee. Each option is
exercisable in accordance with certain price restrictions and were
vested on the date of grant. During 1999, 1,872,500 options were
granted at an exercise price of $.50 per share, the estimated fair
value of the underlying stock at the date of grant. As of December
1999, all 1,872,500 options were vested and exercisable.
The Company applies the provisions of APB No. 25 and related
Interpretations in accounting for its stock option plan.
Accordingly, no compensation cost has been recognized for its stock
option plan, since the exercise price of the Company's stock option
grants was the estimated fair market value of the underlying stock
on the date of the grant. Had compensation costs for the stock
option plan been determined based on the fair value at the grant
date consistent with SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net loss for 1999 would not have been
significantly adjusted. The weighted average remaining life of
these options is four years.
8. RELATED PARTY TRANSACTIONS
In October 1998, the Company purchased a customer list for $110,000
in cash. The list was used by the Company in its long distance and
other marketing efforts, and the Company estimated its useful life
as two years. The Company recognized $8,334 as amortization expense
in 1998. In June 1999, the Company purchased an additional customer
list for $60,000 in cash from Quantum Network Services, Inc.
("Quantum") with an estimated useful life of two years. The
President of Quantum, the seller of the customer lists, is also a
member of the Board of Directors of the Company. In December 1999,
the Company sold the customer lists to Nationwide Hospitality, a
company also owned by a member of the Board of Directors of the
Company, for $175,000 in the form of a settlement of a note payable
of the same amount, recognizing a gain of $80,512 on the
transaction.
As of December 31, 1999 and 1998, the Company had loans payable to
stockholders in the amounts of $206,672 and $164,972, respectively.
These notes include no interest rate and have maturity dates from
October through December 2004.
F-14
<PAGE>
9. COMMITMENTS AND CONTINGENCIES
LEGAL - The Company is not currently subject to any legal
proceedings that management believes will have a material impact on
the Company's financial position or results of operations.
The legal acquirer was involved in the gold mining industry; the
extent of its mining activity was to acquire a mineral lease, which
was subsequently abandoned due to lack of lease payments and
exploration activity. The applicable statute of limitations has not
expired, and no claims have been made against Blue Pines, Inc. The
Company believes it unlikely that any contingent claims will be made
against the Company.
AGREEMENTS AND COMMITMENTS - The Company has entered into various
agreements with service providers, on an order-by-order basis, to
lease bandwidth, purchase dedicated Internet access, lease local
lines and rent space to locate its network equipment. These service
orders range in term from month-to-month to five-year agreements.
Below is a schedule that details the significant terms of these
commitments:
<TABLE>
<CAPTION>
MONTHLY CANCELLATION INITIAL
PAYMENTS TERM PENALTY ORDER
<S> <C> <C> <C> <C>
Sprint(TM) Commercial $45,000 3 years 100% of year 1; 50% of October 1998
("Sprint") Year 2; 50% of year 3
Global Crossing 35,000 2 years $25,000-per-month of the August 1999
remaining commitment
E.Spire 35,000 1-3 years Commitment for the total August 1998
period for value of orders
Cox 9,000 5 years Commitment for full January 1999
amount for entire period
Electric Lightwave 21,000 1 year Commitment for full July 1999
amount for the entire period
MCI WorldCom 11,000 1 year Commitment for 50% of September 1999
the remaining amount due
Level 3 Communications 40,000 1 year Commitment for total August 1999
Inc. amount for the full term
Caprock Communications 5,000 1 year Take-or-pay Commitment July 1999
</TABLE>
In December 1999, the Company terminated services with Sprint
because of network problems. Management believes, because of the
quality of service with Sprint, that the Company will be able to
cancel the existing contracts. The Company is currently trying to
negotiate a final settlement. The Company is in good standing with
respect to all of its other commitments.
F-15
<PAGE>
OPERATING LEASES - The Company conducts its operations in leased
facilities and has entered into leases for office space and
equipment. The future minimum lease payments under these operating
leases as of December 31, 1999, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Years ending December 31:
2000 $536,590
2001 204,314
2002 40,281
--------
Total $781,185
========
</TABLE>
The Company recorded operating lease expense of $44,035 and $27,372
in 1999 and 1998, respectively.
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No.
107, "Disclosures about Fair Value of Financial Instruments." The
estimated fair value amounts have been determined by the Company
using available market information and appropriate valuation
methodologies. However, considerable judgment is required in
interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------------- -----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 20,085 $ 20,085 $ 7,990 $ 7,990
Accounts receivable - trade 190,733 190,733 75,068 75,068
Liabilities:
Accounts payable 1,519,154 1,519,154 426,161 426,161
Long-term debt 3,858,604 3,382,233 1,834,309 1,607,851
</TABLE>
CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE
- The carrying amounts of these items are a reasonable estimate of
their fair value.
LONG-TERM DEBT - The fair values of long-term debt are estimated
based on interest rates that are currently available to the Company
for the issuance of debt with similar terms and remaining
maturities.
The fair value estimates are based on pertinent information
available to management as of December 31, 1999. Although
management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from the amounts presented.
F-16
<PAGE>
11. SUBSEQUENT EVENTS
Filing of Form 10-SB - In January 2000, the Company filed Form 10-SB
with the Securities and Exchange Commission ("SEC") under Section
12(b) or (g) of the Securities Exchange Act of 1934 in order to
register its common stock. The registration statement has not been
declared effective as of March 10, 2000.
PRIVATE PLACEMENT MEMORANDUM - In February 2000, the Company
effected a private placement of 600,000 shares of its common stock
for $5,100,000. Subscribers may not sell, transfer or otherwise
dispose of the shares unless it is in compliance with Rule 144 of
the Securities Act of 1933.
FACILITY WITH CISCO SYSTEMS CAPITAL CORPORATION - In February 2000,
the Company entered into a letter of intent for a $28 million credit
facility with Cisco Systems, divided into three tranches. Tranche A
provides $20 million for the purchase of Cisco Systems networking
hardware; Tranche B provides $5 million for the soft costs
associated with the network; and Tranche C provides $3 million to be
used for working capital purposes exclusive of acquisitions. The
applicable interest rate is London Interbank Offered Rate ("LIBOR")
plus 5.50% per annum, calculated on a 360-day year for actual days
elapsed, and accrued from the date of initial funding. After two
consecutive quarters of positive earnings before income taxes,
depreciation and amortization ("EBITDA"), the interest rate will be
based on a sliding scale over LIBOR with a margin range from 4.00%
to 5.25%. The final maturity date for all debt is five years from
the closing date of the facility agreement, or February 25, 2005.
The agreement also gives Cisco Systems warrants to purchase 2.5% of
the Company's common stock for $11.25 per share. The warrants will
be exercisable for five years from the date of issuance.
12. RESTATEMENT
Subsequent to the issuance of the Company's 1998 financial
statements for the period from January 7, 1998 (date of inception)
to December 31, 1998, management determined that it should restate
its fiscal 1998 financial statements and related disclosures to
reflect misclassification of some operating leases as capital
leases. The balance sheet at December 31, 1998, reflects the assets
and liabilities related to the capital leases.
A summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY AS
REPORTED RESTATED
<S> <C> <C>
Property and equipment, net $ 681,856 $ 495,376
Total assets 1,112,151 925,671
Notes payable and current portion of capital lease
obligations 1,951,390 1,834,309
Total current liabilities 2,441,119 2,324,038
Long-term debt 69,399
Total liabilities and stockholders' deficit 1,112,151 925,671
</TABLE>
* * * * * *
F-17
<PAGE>
SIGNATURES
In accordance with Section 13 of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NETVOICE TECHNOLOGIES CORPORATION
Date: April 13, 2000 By: /s/ JEFFREY ROTHELL
-------------------------------
Jeffrey Rothell, President, Chief
Executive Officer
Date: April 13, 2000 By: /s/ GARTH COOK
-------------------------------
Garth Cook, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Jeffrey Rothell and Garth Cook,
and each of them, as true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this report, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all which said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may
lawfully do, or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report was signed below by
the following persons on behalf of the registrant and in the capacities
and on the dates stated.
Signatures Title Date
- ---------- ----- ----
/s/ JEFFREY ROTHELL President, Chief Executive Officer April 13, 2000
- --------------------- (Principal Executive Officer)
Jeffrey Rothell
/s/ GARTH COOK Chief Financial Officer April 13, 2000
- --------------------- (Principal Financial and
Garth Cook Accounting Officer)
/s/ WILLIAM BEDRI Director and Secretary April 13, 2000
- ---------------------
William Bedri
50
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
---------------------------
NetVoice Technologies, Inc. (100% owned)
NetLD.com, Inc. (100% owned)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR OTHER
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-07-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 20 8
<SECURITIES> 0 0
<RECEIVABLES> 191 75
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 297 256
<PP&E> 986 524
<DEPRECIATION> 125 28
<TOTAL-ASSETS> 1,459 926
<CURRENT-LIABILITIES> 5,389 2,159
<BONDS> 0 0
0 0
0 0
<COMMON> 5 4
<OTHER-SE> (4,159) (1,402)
<TOTAL-LIABILITY-AND-EQUITY> 1,459 926
<SALES> 1,212 121
<TOTAL-REVENUES> 1,212 121
<CGS> 2,043 252
<TOTAL-COSTS> 5,456 1,236
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 32 240
<INTEREST-EXPENSE> 676 368
<INCOME-PRETAX> (4,950) (1,723)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (4,950) (1,723)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (4,950) (1,723)
<EPS-BASIC> (.48) (.24)
<EPS-DILUTED> (.48) (.24)
</TABLE>
