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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001__________
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file Number 0-29275
EAGLETECH COMMUNICATIONS, INC.
(Name of Small Business Issuer in its charter)
Nevada 13-4020694
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
305 South Andrews Avenue, Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (954) 462-1494
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [] No[]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 10,555,018 Shares of Common
Stock
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS. (See Pages F2-F7)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATIONS
This Plan of Operations may be deemed to include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risk and uncertainty, including financial, regulatory environment
and trend projections, estimated costs to complete or possible future revenues
from the Company's expansion plans, the likelihood of successful completion of
such plans, as well as any statements preceded by, followed by, or that include
the words "intends," "estimates," "believes," "expects," "anticipates,"
"should," "could," or similar expressions; and other statements contained herein
regarding matters that are not historical facts. Although the Company believes
that its expectations are based on reasonable assumptions, it can give no
assurance that its expectations will be achieved. The important factors that
could cause actual results to differ materially from those in the
forward-looking statements below (the "Cautionary Statements") include, without
limitation: (1) the ability of the Company to continue its national rollout of
its service bureaus; (2) the ability of the Company to market its suite of
telecommunications connectivity services to small and medium size businesses in
its service areas; (3) the effects of vigorous competition in the markets in
which the Company operates; (4) the impact of technological change on the
Company's businesses, new entrants and alternative technologies in the Company's
business; (5) regulatory risks, including the impact of the Telecommunications
Act of 1996; (6) the impact of competitive services and pricing; (7) risks
associated with debt service requirements and interest rate fluctuations; and
(8) other risks referenced from time to time in the Company's filings with the
SEC, including the Form 10-KSB for the year ended March 31, 2001. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements. The Company does not undertake any obligation to release
publicly any revisions to such forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
The following discussion and analysis relates to the financial condition
and results of operations of the Company for the three ended June 30, 2001. The
information should be read in conjunction with the "Plan of Operations" and
consolidated financial statements and notes thereto contained herein and in the
Form 10-KSB for the year ended March 31, 2001.
Over the next twelve months, Eagletech will continue to operate
Eagle1call(TM) service bureaus in Broward, Miami-Dade and Palm Beach Counties in
Florida, Atlanta, Georgia and Charlotte, North Carolina. Eagletech is in the
midst of changing it's underlying carrier to a Competitive Local
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Exchange Carrier (CLEC) USLec, that owns and operates 25 Lucent 5ESS switches in
10 southeastern states. USLec is able to provide equivalent service of the ILEC
Bellsouth with substantially one half of the number of circuits, creating an 80%
savings in circuit costs. These substantial savings allow Eagletech to OEM
private brand its service to local Telecom agents on a wholesale basis at a
substantially reduced price point, eliminating the need for an in house local
sales force, and still maintain existing profit margins. Agents qualify for this
program if they already market other telecom products, and provide provisioning,
customer service, and billing services to their customers.
REVENUES
Due to its change in carriers, the Company had to rewrite certain software
that caused an inconvenience to its customers. As compensation, the Company has
waived its charges to this beta group of customers through August 2001. The
Company believes that the benefit of 80% savings in carrier costs in the
long-term, will more that compensate for the lost revenue from this short term
waiver. The Company expects revenues to increase as it grows its customer base.
LIQUIDITY AND CAPITAL RESOURCES
Eagletech has significant capital needs, which to date it has met through
private sales of its equity and loans. Eagletech will continue to need
substantial infusions of capital, which it expects to continue to fund primarily
from private sales of its equity and loans, or by a public offering of its
equity or debt securities.
At the end of the quarter ended June 30, 2001, Eagletech has limited cash
resources and no long-term debt or currently due debt, except for normal trade
payables and cash loaned by the Company's principals, Mr. Young and Mr. James
Payne in the amount of $38,000.00. At the end of the quarter ended June 30,
2001, Eagletech has accrued $239,743 in dividends payable on its Series A
Preferred Stock, which is payable annually. The cash on hand represents the cash
loaned to the company by its co-founders Payne and Young. Management has reduced
Eagletech's operating expenses substantially; however, the Company must raise
additional capital to continue operations until revenues from operations exceed
those expenses.
OEM UNIFIED COMMUNICATIONS AS A SERVICE
Eagletech introduced its Second Generation Unified Communications product
in June 2001 at the Supercomm show in Atlanta. The product is OEM private
branded for carriers, CLECs, Internet Service Providers (ISPs), Application
Service Providers (ASP's) and Web Portals to include in their bundle of telecom
services, or to offer to visitors to their sites. The cornerstone of the product
is its real time find-me/follow-me component, proactive voice mail delivery, and
unified inbox for e-mail, voice mail, and fax mail. An enterprise auto-attendant
with extensions, departments, directories and mail forwarding, makes individual
users accessible from the main corporate phone number as well. This creates a
Virtual PBX or Business Phone System that requires no expensive Customer
Premises Equipment.
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HYBRID SS7, VOIP, RLT SEVEN TIMES MORE EFFICIENT THAN PURE PLAY VOIP
Delivered to a carrier as a service for a price point below most
competitors cost, Eagletech's Second Generation product becomes a huge value
proposition to the carrier as well as the end user. Eagletech has used its
patented proprietary technology to create a hybrid Signaling System 7 (SS7),
Voice over Internet Protocol (VoIP, and Nortel/Lucent/Siemens Release Link Trunk
(RLT) platform that is seven (7) times more efficient than a pure play VoIP
Unified Communications platform.
For Individuals:
- Find Me - Follow Me - Provides for call transfers to up to
four wired or wireless telephone numbers, or any combinations
of the two.
- Verbal Caller Identification - Screens calls, when the caller
announces his or her name, you can take the important calls
and send others to Voice Mail.
- Voice Mail - Callers have the option to leave a detailed
message of up to five minutes in length. Messages are
automatically deleted after 30 days.
- Voice Mail Message Delivery - Voice Mail messages are
proactively delivered within minutes. Messages can be
re-delivered until you are found. You specify how often, how
many times, and to what phone numbers deliveries are
attempted.
- Fax Mail - Store and forward your faxes to any fax machine.
- Fax Mail Notification - You will receive telephone
notification when you have received a fax. You specify the
notifications schedule, how often, how many times, and to what
phone numbers.
- Unified Inbox - You can have your Voice Mail and your Fax Mail
delivered to any e-mail account in addition to, or instead of,
your telephone.
- User Profiles - You can specify different forwarding,
delivery, and notification profiles for different days of the
week or hour of the day. Create multiple profiles once, and
schedule their execution by the hour and day of the week.
Create special profiles "I'm flying" or "I'm on vacation".
- Web Control of your Unified Communications Account - Set up
and make changes to your Follow me transfer numbers, message
delivery, notification parameters, or profiles etc., using
your web browser. An e-mail confirmation is sent to you each
time a change is made.
- WAP Control of your Unified Communications Account - Manage
your account with a wireless Internet device: WAP enabled cell
phones or PDA's.
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Add these features for one or multiple users in an enterprise to create a
Virtual PBX or Virtual Phone System:
- Auto-attendant - Record your own, or optionally have a
customized Auto-attendant business greeting recorded by
professional voice talent. A script is dynamically constructed
during the provisioning of your account and is e-mailed to a
voice talent agency for recording. An automated process
installs the completed greeting. You can select this option
yourself from the Web while managing your account.
- Extension Numbers - Your business account can use two to four
digit extension numbers for each user. Every employee of the
business can be accessed from the businesses main phone
number.
- Directory Service - A list type and/or finger spell
directories are available to callers.
- Operator - Assign any extension as the operator (when a caller
presses "0" on the keypad). Re-assign it to any other
extension in seconds from the Web.
- Departments - Assign any extension to up to six departments
from scores of available department names. The caller can
select a single digit department name at the main company
greeting as well as extension numbers (example: press 1 for
Sales, press 2 for accounting, or dial an extension number
now). The user hears the department name announced (example:
Sales you have a call from John Doe).
- Departmental Call Center - Sub directories under a department
can be constructed or incoming calls can be assigned in
rotation.
- Voice Mail Forwarding - Users can forward voice mail messages
to another user within the company after listening.
- Group Messaging - Record and send a message to a group mailbox
extension.
- Dual Number Access - Your personal account with it's personal
phone number can also be accessed as a business extension or a
department from the businesses main phone number. Manage one
voice mailbox or keep your personal messages separate from
business.
- Vertical Solutions - Talking real estate signs that forward
the caller to the listing agent after hearing a property
description, talking print media advertisements, talking
autos, or talking boats, "use your imagination".
- Redirect Voice Mail - Redirect voice mail from one extension
to another extension's mailbox. Useful for multiple mailbox
vertical solutions.
- Multi-tenanting - Multiple businesses using the same office
and some or all of the same employees can use the same account
with different Auto-attendant greetings for each business.
- Consolidate Multiple Premises - Employees of a business need
not work in the same location. Consolidate a branch office or
telecommuting employees into your Virtual Business Phone
System.
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- Administrator Rights - The business account administrator has
web access to all user extensions, department assignments, and
prompt recordings. Users are limited to their own extension.
Personnel changes are easily handled by redirecting follow me
numbers to an alternate user extension.
Eagletech delivers this full suite of communications services, which will
integrate seamlessly with a company's existing communications infrastructure or
will work as a standalone solution. To utilize these services, it is not
necessary to invest in additional telecommunications hardware.
The market for Unified Communications services in 2001 has escalated from
the industry's original vision of a standalone product aimed at end users, to
recognition by the major telecommunications carriers as the industry's next
"Killer Application." Carriers are increasingly viewing Unified Communications
as the enabling technology in the next generation of "Flat Rate Business
Bundles." The "Internet" plays a huge role in this scenario by enabling the
"ASP" model of delivery of these services to the carrier's customers, by
strategic partners. The monetary economies and rapid time to market offered to
the carrier are quickly making this the accepted method of delivering these
products to the end user.
Competitive carriers are locked in a battle amongst themselves to lure
high margin business customers away from the incumbent "Baby Bells" with bundled
services that offer voice, data, and Internet access all on one bill. Instead of
killing the "Baby Bells" they are killing each other in a price war of
"look-alike business bundles." With "Unified Messaging" as a part of the bundle,
carriers can differentiate themselves from the crowd, with "sticky services"
that attract new revenue. With "Unified Communications/Virtual PBX" as a part of
a "Flat Rate Business Bundle," two exciting things happen. First, the carrier's
network will realize reduced traffic because of the increases in first time call
completion and elimination of "telephone-tag." Second, the carrier's customers
will experience huge increases in productivity and cost savings from a "Flat
Rate Business Bundle" with the enabling "Unified Communications/VPBX component."
It becomes a Win-Win-Win situation. The carriers differentiate themselves
from their competitors, build a more efficient network, and produce more
revenue. The end user, the carrier's customer becomes more productive and saves
money. Eagletech as the ASP realizes huge revenue from a proprietary patented
product.
The next generation of Eagletech's product increases the scale from a
local service with a single point of presence (POP), or a regional multi-POP to
a national scale. By utilizing little known features that require enhanced
services platforms from third party developers, that have been built into
central office switches, by the major Class 5 switch vendors, such as Lucent
Technologies, Nortel Networks, Siemens, and others, Eagletech can serve a
carriers entire national network from a single location or "Super-POP."
INDUSTRY OVERVIEW
The market for enhanced services, once viewed as a direct sale from the
service provider to
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the end user, has been discovered by the carrier community. Enhanced
telecommunications services has become the "mantra" of virtually every
telecommunications carrier on the planet. A carrier that offers only basic voice
and data services will soon be eclipsed by competitors offering all sorts of
productivity enhancing features with their basic voice and data services.
To understand where the industry is going it helps to know where the
industry has been. A study performed by The Yankee Group details what their
research predicts to be the evolution of enhanced services:
1989 - Voicemail
1997 - Advanced Messaging & Faxing
2000 - Unified Messaging
2001 - Unified Communications
2004 - Intelligent Communications
???? - Intuitive Communications
Voicemail became the first enhanced service more than twenty years ago and
took ten years before being generally accepted by the business community. Today
nobody doubts the value of voicemail. Advanced messaging that included fax mail
came along nearly twenty years later. In the last couple of years Unified
Messaging was promoted as the next "killer" enhanced service but has largely
been a failure when marketed as a standalone product. The lack of a real time
follow me component, measured rates, and the personal service limitation has
made it a limited value proposition at best. 2001-2002 will bring Unified
Communications, which cures the deficiencies of Unified Messaging and brings a
bigger value proposition to the end user. Intelligent Communications will add
network based user profiles and real time access to databases and business
optimization software. The future will bring Intuitive Communications
incorporating push and location technology, example: you receive a message that
your child has just finished off the milk and you are low on peanut butter, or
you are walking past a store and your cell phone or PDA is pushed a personalized
sale coupon.
In the year 2001, the Telecommunications Act of 1996, which promised
competition in local telephone service markets with the Incumbent Local Exchange
Carriers (ILECs), has been a failure. The high cost of unbundled local loops,
last mile access to homes and businesses owned by the ILECs, has driven
competitive strategies centered on Broadband business models. The result is a
glut of fiber optic backbone, and ruinous competition among Competitive Local
Exchange Carriers (CLECs) in the quest to capture the top 20% of the business
telecom market. The other 80% of the business market, and the 54% of Americans
in 2001 who work from home or run a business from home, the grass roots of
American business has been left unchallenged to the ILECs.
CARRIER FURNISHED ENHANCED SERVICES
Intelligent Network (IN) platforms of the mid 90's from vendors like
AccessLine Technologies and Boston Technologies with the potential to provide
enhanced services using SS7
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were not readily adopted by the carriers of the day. To survive many IN
companies turned to the service bureau or the Applications Service Provider
(ASP) model for delivery to both carriers and end users with limited success.
Enhanced services delivered by IN platforms has largely been supplanted by
VoIP soft switching platforms from scores of vendors, most with their roots in
the Computer Telephony Industry (CTI). According to Clarent Corporation and
Cisco, the two largest and collectively owners of 54% of the VoIP equipment
market in 2001, about 50% of US carriers as of April 2001 have adopted plans to
furnish enhanced services to their customers using VoIP soft switching platforms
integrated into their circuit switched networks. Using a broadband delivery
strategy that favors Session Internet Protocol (SIP) requires end user
businesses to install proprietary SIP phone sets to replace existing legacy PBX
equipment.
The implosion of capital markets in the telecom sector in early 2001 and
the general weakness of the economy has cast a shadow over that strategy.
Right-sizing and consolidation has taken precedence over an aggressive roll out
of enhanced services using their own new infrastructure with most carriers. This
implosion of capital markets has curbed much of the carrier sectors' plans to
spend on new infrastructure, instead becoming efficient and putting what they
have to work has become the focus. Businesses that have gorged themselves on new
technology in the last five years are reluctant to embark on a new round of tech
spending until they have fully realized the benefits of their existing
technology.
Enabling technologies and ASP delivery models that bring new function and
features to carriers existing networks without capital investment will enjoy
increased demand. For businesses, there will be an increased demand for
technologies that can bring new productivity features to proven legacy
equipment. Efficiency will be "King."
PRODUCTS AND SERVICES
Eagletech was incorporated in the State of Florida in December 1996 to
manufacture, market and distribute unique communications products. As
technologies mature and new innovations come to market, Eagletech has
incorporated these new technologies into its products that make it the
undisputed leader in the Unified Communications ASP services market.
Eagletech's Unified Communications platform uses it's proprietary patented
technology to process calls seven times more efficiently than any of it's
competitors methods. This efficiency allows it to achieve subscriber density of
approximately 2000 per T-1 circuit compared to approximately 300 with the
competitors methods.
Eagletech's platforms has been deployed in three major markets to date,
South Florida, Atlanta GA, and Charlotte NC. These deployments are contained
within secure carrier grade co-location facilities with fully redundant features
such as diesel generator and battery backup power, FM200 or pre-action fire
suppression, and humidity controlled environment. Eagletech's network has been
designed with no single point of failure or to operate at a benchmark of 99,999%
uptime.
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Every component has a redundant standby component to provide load balancing,
automatic failover, and hot maintenance or upgrade capability. Real time remote
network monitoring and failover notification is accomplished using an encrypted
Virtual Private Network (VPN) over the Internet. Clustered web servers
communicate with remote databases for provisioning and customer self maintenance
using the same VPN connections.
In June 2001 Eagletech announced it's second generation Unified
Communications platform. Building on the equipment currently deployed Eagletech
has created a hybrid technology system that uses the SS7 network for signaling,
a guaranteed level of service (LOS) direct backbone connection to the Internet
for relaying prompts, messages and digit presses using VoIP, and the release
link trunk (RLT) feature of carrier central office switches to deploy service in
remote cities using a fraction of the equipment deployed in it's hub cities.
Eagletech's patented method of releasing it's equipment from the transaction
while leaving the caller and the subscriber connected on a local toll free call
in a remote city is a feat not contemplated in any competitors pure play VoIP
Unified Communications platform which uses the Internet or a parallel IP network
as a voice path. While Eagletech's method releases it's equipment from a call to
handle others, the competitors equipment must bond the caller and the subscriber
together for the duration of the call. Eagletech's platform can typically handle
seven business phone calls to one for the competitors platform. Efficiency is
"King"!
For a real time demonstration of this technology go to www.eagletech1.com
and click on "Take a Test Drive." Experience for yourself the power and
simplicity of the Eagletech technology.
COMPETITION
Eagletech competes with numerous companies with a variety of products and
services within the enhanced telecommunications services market. Eagletech's
core product, "Eagle1call"(TM), provides most of the features of its competitors
products in three areas: unified messaging/unified communications, one-number
follow-me and virtual PBX (Private Branch Exchange) or outsourced business
telephone system.
Our competition has almost universally adopted the "Voice over IP" (VoIP)
mode of call transport. The IP in VoIP stands for Internet Protocol or sending a
voice conversation in digital packets over a data network like the Internet.
VoIP proponents have suggested that this new technology will someday replace the
existing telecommunications standard known as the Public Switched Telephone
Network (PSTN). Seven years after its introduction, VoIP has only captured -1/2
of 1% of the $250 Billion world telecommunications market and has yet to
overcome quality of service issues. Sound quality for VoIP calls are generally
much less than calls over the PSTN, and VoIP calls are much more likely to be
dropped in the middle of a call. The current circuit switched PSTN
infrastructure was designed to be scalable and has a build out capacity of 5 to
20 times its current user load before fully utilizing decades of capital
investment. VoIP still requires connections to the PSTN at each end of its
network. The PSTN will be around for a long time to come and the public will
continue to rely on its circuit switched infrastructure for the foreseeable
future.
All of Eagletech's competitors have adopted a measured rate pricing model
that makes
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unified communications, follow-me and virtual PBX impractical for most small
businesses. Although the pricing structure is changing constantly, the current
pricing trend for Eagletech's competitors is a base price of $10 to $20 per
month per user, plus a per minute charge of $.07 to $.10 per minute. I-Link,
Linx, Accessline, VirtualPBX.com and Intellogistics are a few of the two dozen
or so competitive services nationally. Intellogistics and I-Link compete with
Eagletech in Atlanta and Charlotte.
Most of our competitors' products are designed for personal use only and
are not adaptable for business use by an entire company. In contrast Eagletech's
patented proprietary technology uses a circuit switched model for call
transport, without the quality issues of VoIP. Our use of one trunk for
simultaneous inbound and outbound call setup, then releasing the call to the
carriers' network, increases subscriber density by seven times and allows
breakthrough flat rate pricing of $24.95 per extension, per month, with no per
minute charges.
Call processing sites in various cities are connected via a virtual
private IP network (VPN) to central web servers, billing servers, and network
monitoring servers housed in Eagletech's home office data center. Provisioning
and customer self-maintenance use the IP network while call traffic uses the
more reliable and less costly PSTN.
This patented proprietary technology provides Eagletech with a competitive
advantage while providing its customers with a fixed cost solution. Our
technology also allows selected strategic partner carriers an opportunity to
seamlessly integrate these enhanced services into their circuit switched network
and offer their customers tremendous value-added bundled services. A real time
virtual "Test Drive" of the Eagle1call system is available at
www.eagle1call.com.
GOVERNMENT REGULATIONS
The Telecommunications Act of 1996 was enacted to foster competition in
the telecommunications industry. Under the act, Eagletech is considered an
Exempt Telecommunications Company (an "Information Service Provider" or "ISP")
because it is in the business of providing telecommunications services using
facilities and services of a regulated telecommunications carrier. As an ISP,
Eagletech is not required to pay access fees, as compared to a "carrier" which
is required to pay access fees to the local exchange carriers. The FCC is
currently reviewing the issue of access fee reform and has taken the position
that ISP should remain free from access fees.
Eagletech has 4 full time employees and operates one facility at 305 South
Andrews Avenue, Fort Lauderdale, Florida used as the principal corporate office
and the site of its initial service bureau. Eagletech also leases space for its
Atlanta and Charlotte, North Carolina service bureaus.
Eagletech has significant capital needs, which to date Eagletech has met
through private sales of its equity and loans. Eagletech will continue to need
substantial infusions of capital, which it expects to continue to fund primarily
from private sales of its equity and loans, or by a public offering of its
equity or debt securities. Eagletech is in negotiations with sources of
additional financing, but the Company can give no assurances that it will be
successful in obtaining such
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financing. If Eagletech is unable to find additional sources of financing, the
Company will be forced to curtail drastically its operations and cease its
expansion plans.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 2. CHANGES IN SECURITIES.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit
No
- --
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation +
3.1(a) Amendment to Articles of Incorporation #
3.2 Bylaws ++
(4) Instruments Defining Rights of Holders
4.1 Form of Warrant#
(10) Material Contracts
- ----------
+ Filed with the Company's initial filing on Form 10-SB filed February 1,
2000.
++ Filed herewith
# Filed with the Company's Form 8-K on June 2, 2000.
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10.1 Consulting Agreement with LBC Capital, Inc. +
10.2 Services Agreement with BellSouth Telecommunications, Inc. +
10.3 Employment Agreement with Rodney Young +
10.4 Form of Securities Purchase Agreement #
10.5 Form of Registration Rights Agreement #
(21) Subsidiaries of the Registrant
21.1 Subsidiaries of the Registrant +
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf of the undersigned, thereunto duly
authorized.
EAGLETECH COMMUNICATIONS, INC.
(Registrant)
Date: August 20, 2001 /S/ RODNEY YOUNG
-----------------------
Rodney Young, President
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EAGLETECH COMMUNICATIONS, INC.
(a development stage company)
BALANCE SHEET
JUNE 30, 2001
(unaudited)
ASSETS
Current assets:
Prepaid insurance $ 7,201
------------
Total current assets 7,201
------------
Property and equipment 686,971
Less accumulated depreciation (197,029)
Patents, net 19,840
Deposits 9,216
------------
$ 526,199
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft 247
Convertible notes payable 245,000
Accounts payable and accrued expenses 774,261
Stock dividend payable 239,743
Current portion of prepaid interest income 28,000
Judgments payable 24,638
------------
Total current liabilities 1,311,889
------------
Stockholders' deficit :
Series A convertible preferred stock, $.01 par value, 1,000,000
shares authorized; 321,389 shares issued and outstanding 3,214
Preferred stock, $.01 par value, 9,000,000 shares authorized;
no shares issued and outstanding --
Common stock, $.0001 par value, 100,000,000 shares
authorized; 10,351,018 shares issued and outstanding 1,035
Additional paid-in capital 15,617,576
Preferred stock receivable (400,000)
Deficit accumulated during the development stage (16,007,515)
------------
Stockholders' equity (785,690)
------------
$ 526,199
============
The accompanying notes are an integral part of these financial statements.
F-2
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EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
December 20, 1996
(inception)
Three months ended June 30, to June 30,
2001 2000 2001
------------ ------------ ------------
Sales $ -- $ -- $ 2,049
Operating expenses:
Selling, general, and administrative:
Non-cash compensation -- 380,876 10,091,580
Other selling, general and administrative 551,723 463,502 3,472,284
Research and development 10,515 28,071 313,174
------------ ------------ ------------
Total operating expenses 562,238 872,449 13,877,038
------------ ------------ ------------
Loss from operations (562,238) (872,449) (13,874,989)
------------ ------------ ------------
Other income (expense):
Interest expense (6,788) (616) (58,663)
Interest income 8,000 14,460 80,844
Gain on settlement of judgments -- -- 32,476
Loss on disposal of property and equipment -- -- (22,962)
------------ ------------ ------------
Total other income (expense) 1,212 13,844 31,695
------------ ------------ ------------
Net loss (561,026) (858,605) (13,843,294)
Preferred stock dividends and related charges (53,832) (1,689,478) (2,164,221)
------------ ------------ ------------
Net loss available to common stockholders $ (614,858) $ (2,548,083) $(16,007,515)
============ ============ ============
Loss per share, basic and diluted $ (0.06) $ (0.25)
============ ============
Weighted averages shares outstanding 10,351,018 10,143,168
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
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EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
December 20, 1996
(inception)
Three months ended June 30, to June 30,
2001 2000 2001
--------- --------- ------------
Cash flows from operating activities:
Net loss $(561,026) $(858,605) $(13,843,294)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 39,796 20,574 205,030
Amortization of prepaid interest (8,000) -- (36,000)
Amortization of deferred compensation -- 380,876 554,004
Issuance of stock for services and compensation -- 30,938 8,929,081
Issuance of stock options to purchase common stock -- -- 608,496
Start up expense -- -- 20,160
Loss on disposal of property and
equipment -- -- 22,962
Changes in operating assets and liabilities:
Increase in prepaid insurance 11,131 -- (7,201)
Increase in deposits -- -- (9,216)
Increase in convertible note payable -- -- 245,000
Increase (decrease) in accounts payable -- --
and accrued expenses 511,745 (43,305) 799,349
Increase (decrease) in judgments payable -- -- 24,638
--------- --------- ------------
Net cash used in operating activities (6,354) (469,522) (2,486,991)
--------- --------- ------------
Cash flows from investing activities:
Purchases of property and equipment -- (330,051) (716,584)
Patents -- (3,957) (21,190)
--------- --------- ------------
Net cash used in investing activities $ -- $(334,008) $ (737,774)
--------- --------- ------------
continued
The accompanying notes are an integral part of these financial statements.
F-4
17
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
December 20, 1996
(inception)
Three months ended June 30, to June 30,
2001 2000 2001
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from debt $ -- $ -- $ 176,330
Proceeds from sale of preferred stock -- 1,566,315 1,566,315
Proceeds from prepaid interest -- 60,000 64,000
Proceeds from sale of stock -- -- 1,506,000
Payments on related party notes -- -- (88,127)
----------- ----------- -----------
Net cash provided by financing activities -- 1,626,315 3,224,518
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents: (6,354) 822,785 (247)
----------- ----------- -----------
Cash and cash equivalents, beginning of period 6,107 238,994 --
----------- ----------- -----------
Cash and cash equivalents, end of period $ (247) $ 1,061,779 $ (247)
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest during the period $ -- $ -- $ --
=========== =========== ===========
Cash paid for income taxes during the period $ -- $ -- $ --
=========== =========== ===========
Schedule of non-cash investing and financing activities:
Interest on convertible and related party notes contributed to
additional paid-in capital $ -- $ 25,091
=========== ===========
Issuance of common stock to settle liabilities $ -- $ 57,188
=========== ===========
Issuance of warrants $ -- $ 1,924,478
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-5
18
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO FINANCIAL STATEMENTS
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying financial statements of the Company for the three months ended
June 30, 2001 and 2000, and for the period from December 20, 1996 (inception) to
June 30, 2001, are unaudited, but, in the opinion of management, reflect the
adjustments, all of which are of a normal recurring nature, necessary for a fair
presentation of these financial statements in accordance with generally accepted
accounting principles. The preparation of financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amount of revenue and expense during the reporting period. Actual results could
differ from those estimates.
The results of operations for an interim period are not necessarily indicative
of the results for a full year.
The interim unaudited financial statements should be read in conjunction with
the financials statements and notes for the year ended March 31, 2001 filed as
part of the Company's Annual report on Form 10-KSB.
2. UNCERTAINTY - GOING CONCERN
The Company experienced losses of $16,007,515 since inception, and had a net
working capital deficiency of $1,304,688 as of June 30, 2001. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The Company's continued existence is dependent upon its ability to
resolve its liquidity problems, principally by obtaining equity funding,
commencing sales and achieving profitable operations.
Management's plans in regards to this matter are to change its sales concept and
wholesale its product to telephone companies that will bundle it with its
products and services. The Company has also instituted cost reductions, cut
personnel and deferred expenses. The Company believes these efforts, in
conjunction with raising equity and obtaining loans from related parties, will
improve liquidity and sustain continuing operations.
The Company's prospects are subject to the risks, expenses and uncertainties
frequently encountered by companies in the rapidly evolving telecommunications
markets. These risks include the failure to develop the Company's services, the
rejection of the Company's services by consumers and the inability of the
Company to increase revenues to generate positive cash flow.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
F-6
19
EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. RESTATEMENT
On May 19, 2000, the Company completed a private placement of 321,389 shares of
Series A convertible preferred stock for $1,566,315, net of expenses. The
preferred shares may be converted at any time, at the option of the holder, into
common stock of the Company. The conversion price is the lesser of the purchase
price ($6.70 per share) or 80% of the average of the lowest three closing prices
during the twenty trading days prior to conversion. If the conversion price at
the time of any conversion is less than $5.00, then at the option of the
Company, the preferred stock may be redeemed by the Company at a price equal to
120% of the purchase price. The preferred stock is entitled to a 10% annual
dividend. The dividend will be payable in cash or in common stock.
In addition, the preferred stockholders received 1.2 warrants for each share of
preferred stock purchased (385,667). The warrants entitle the holders to
purchase common stock at $6.70 per share at any time until May 19, 2003.
Previously issued interim financial statements for the three-month period ended
June 30, 2000, did not reflect a preferred stock dividend and related charges.
The Company has restated its financial statements to record preferred stock
dividends of $24,415, and recorded a charge for the value of the warrants of
$1,665,063, for a total charge of $1,689,478. This adjustment increased the net
loss available to stockholders by $.17 per share.
F-7