UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q SB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter report ended September 30, 2001 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ___________ Commission File number 000-28581 VOIP TELECOM, INC. (Exact name of small business issuer as registrant as specified in charter) Nevada 86-0880742 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4126 Delp Street, Memphis, TN 38118 (Address of principal executive office) Registrants telephone no., including area code (901) 365-7650 N/A (Former name, changed since last report) Check 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), Yes [X] No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date. Class Outstanding as of September 30, 2001 Common Stock, $0.0001 35,732,972 i TABLE OF CONTENTS PART 1. FINANCIAL INFORMATION Heading Page Item 1. Consolidated Financial Statements 3 Consolidated Balance Sheets September 30, 2001 And December 31, 2000 4-6 Consolidated Statements of Operations nine months Ended September 30, 2000 and September 30, 2001 7 Consolidated Statement of Stockholders Equity 8-10 Consolidated Statements of Cash Flows nine months Ended September 30, 2000 and September 30, 2001 11-12 Notes to Consolidated Financial Statements 13 Item 2. Managements Discussion and Analysis and Result of Operations 14-15 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Security 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matter to a Vote of 16 Securities Holders Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 17 Signatures S-1 ii PART 1 FINANCIAL INFORMATION Item 1. Financial Statement The accompanying unaudited financial statements have been prepared in accordance with the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited balance sheet of the Company as of September 30, 2001, and balance sheet of the Company as of December 31, 2000, derived from the Companys audited financial statements, the unaudited statement of operations and cash flows for the nine months ended September 30, 2001 and September 30, 2000 the statement of stockholders equity for the period from May 4, 1997 through September 30, 2001 are attached hereto and incorporated herein by this reference. Operating results for the quarter ended September 30, 2001 are not necessarily indicative of the results that can be expected for the year ending December 31, 2001. VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Balance Sheets ASSETS Nine Months Ended Year Ended September 30, December 31, 2001 2000 CURRENT ASSETS Cash $ 16,915 $ 50,392 Accounts receivable 402,357 145,852 Receivable-related party 0 1,450 Loan receivable 153,622 153,622 Prepaid expenses 0 2,906 Total Current Assets 572,894 354,222 NET PROPERTY & EQUIPMENT 376,840 1,506,720 TOTAL ASSETS $ 949,735 $1,860,942 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Balance Sheets LIABILITIES AND STOCKHOLDERS' EQUITY Nine Months Ended Year Ended September 30, December 31, 2001 2000 CURRENT LIABILITIES Accounts payable $ 993,847 $ 1,236,659 Notes payable 338,411 233,266 Interest payable 3,266 0 Accrued expenses 32,357 0 Total Current Liabilities 1,367,882 1,469,925 LONG-TERM LIABILITIES Loan payable-related party 73,412 122,785 Total Long-Term Liabilities 73,412 122,785 TOTAL LIABILITIES 1,441,294 1,592,710 STOCKHOLDERS' EQUITY Common stock ($0.0001 par value, 50,000,000 shares authorized 35,732,972 and 32,674,192 shares issued and outstanding for September 30, 2001 and December 31, 2000, respectively) 3,574 3,268 Additional paid-in capital 11,924,657 11,642,494 Deficit accumulated during development stage (11,377,530) (11,377,530) Retained earnings (1,042,260) 0 Total Stockholders' Equity (491,559) 268,232 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 949,735 $ 1,860,942 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statements of Operations Nine Months Nine Months Ended Ended September 30 September 30, 2001 2000 REVENUES Sales $ 647,471 $ 0 Total Net Revenues 647,471 0 OPERATING COSTS Depreciation & amortization 80,297 268,501 Bank charges 1,171 0 Bad debt expense 1,306,998 711,790 Administrative expenses 1,082,914 1,693,688 Total Operating Costs 2,471,379 2,673,979 OTHER INCOME & (EXPENSES) Interest income 308 62 Loss on investment 0 0 Other income 869,605 0 Exchange gain or loss 16 0 Impairment of goodwill 0 (7,031,953) Gain on disposal of asset 0 0 Other expenses (25,215) 0 Interest expense (63,066) (19,202) Total Other Income & (Expenses) 781,648 (7,051,093) NET INCOME (LOS S) $ (1,042,260) $ (9,725,072) BASIC EARNINGS (LOSS) PER SHARE $ (0.0298) $ (0.5668) WEIGHTED AVERAGE NUMBER OF OMMON SHARES OUTSTANDING 34,946,725 17,157,834 Three Months Three Months Ended Ended September 30, September 30, 2001 2000 REVENUES Sales $ 206,772 $ 0 Total Net Revenues 206,772 0 OPERATING COSTS Depreciation & amortization 26,782 268,501 Bank charges 397 0 Bad debt expense 0 711,790 Administrative expenses 488,224 1,789,599 Total Operating Costs 515,402 2,769,890 OTHER INCOME & (EXPENSES) Interest income 0 62 Loss on investment 0 0 Other income 0 0 Exchange gain or loss 0 0 Impairment of goodwill 0 (7,031,953) Gain on disposal of asset 0 0 Other expenses (11,625) 0 Interest expense 0 (19,202) Total Other Income & (Expenses) (11,625) (7,051,093) NET INCOME (LOS S) $ (320,255) $ (9,820,983) BASIC EARNINGS (LOSS) PER SHARE $ (0.0090) $ (0.4706) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 35,475,549 20,867,534 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statement of Changes in Stockholders' Equity From May 4, 1987(Inception) through September 30, 2001 Common Stock Shares Amount Inception, May 4, 1987 - $ - Common stock issued for cash 12,000,000 1,200 Net loss from inception on May 4, 1987 through December 31, 1997 Balance, December 31, 1997 12,000,000 1,200 Net loss for the year ended December 31, 1998 - - Balance, December 31, 1998 12,000,000 1,200 Common stock issued for cash at $ 0.15 per share 1,200,000 120 Contributed capital Stock issued for cash at $ 1.00 per share 108,002 11 Stock issued for services at $ 1.00 per share 6,000 1 Net loss for the year ended December 31, 1999 Balance, December 31, 1999 13,314,002 1,332 Common stock issued for cash at $ 0.54 per share 2,752,276 275 Common stock issued for cash at $ .20 per share 3,810,000 381 Stock offering costs Common stock issued for services at $ 3.00 per share 60,000 6 Common stock issued for services at $ 1.00 per share 1,080,600 108 Common stock issued for services at $ 0.50 per share 25,000 3 Additional Stock Paid-In Subscription Capital Receivable Inception, May 4, 1987 $ - $ - Common stock issued for cash (200) - Net loss from inception on May 4, 1987 through December 31, 1997 - - Balance, December 31, 1997 (200) - Net loss for the year ended December 31, 1998 - - Balance, December 31, 1998 (200) - Common stock issued for cash at $ 0.15 per share 149,880 (150,000) Contributed capital 67 - Stock issued for cash at $ 1.00 per share 89,989 - Stock issued for services at $ 1.00 per share 4,999 Net loss for the year ended December 31, 1999 - - Balance, December 31, 1999 244,735 (150,000) Common stock issued for cash at $ 0.54 per share 2,752,001 - Common stock issued for cash at $ .20 per share 761,619 - Stock offering costs (607,928) - Common stock issued for services at $ 3.00 per share 179,994 - Common stock issued for services at $ 1.00 per share 1,080,492 - Common stock issued for services at $ 0.50 per share 12,497 - Retained Earnings Total Inception, May 4, 1987 $ - $ - Common stock issued for cash - 1,000 Net loss from inception on May 4, 1987 through December 31, 1997 (1,000) (1,000) Balance, December 31, 1997 (1,000) 0 Net loss for the year ended December 31, 1998 (1,450) (1,450) Balance, December 31, 1998 (2,450) (1,450) Common stock issued for cash at $ 0.15 per share - 0 Contributed capital - 67 Stock issued for cash at $ 1.00 per share - 90,000 Stock issued for services at $ 1.00 per share - 5,000 Net loss for the year ended December 31, 1999 (93,461) (93,461) Balance, December 31, 1999 (95,911) 156 Common stock issued for cash at $ 0.54 per share - 2,752,276 Common stock issued for cash at $ .20 per share - 762,000 Stock offering costs - (607,928) Common stock issued for services at $ 3.00 per share - 180,000 Common stock issued for services at $ 1.00 per share - 1,080,600 Common stock issued for services at $ 0.50 per share - 12,500 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statement of Changes in Stockholders' Equity From May 4, 1987(Inception) through September 30, 2001 Common Stock Shares Amount continued Common stock issued for services at $ 0.17 per share 172,834 17 Common stock issued to acquire 100% of Central America Fuel Technologies, Inc. on March 15, 2000 6,000 1 Options exercised at $ 0.42 per share 75,000 7 Options exercised at $ 0.21 per share 60,000 6 Options exercised at $ 0.21 per share 60,000 6 Common stock issued for ICE at $ 0.83 per share 3,000,000 300 Common stock issued for Access Network Limited at $ 0.83 per share 4,800,000 480 Common stock issued for debt settlement at $ 0.20 per share 2,152,140 215 Common stock issued for debt settlement at $ 0.83 per share 109,340 11 Receipt of subscription receivable - - Options exercised at $ 0.2084 12,000 1 Options exercised at $ 0.4167 42,600 4 Options exercised at $ 0.4167 2,400 1 Common stock issued for cash at $ 0.10 per share 120,000 12 Common stock issued for cash at $ 0.10 per share 500,000 50 Common stock issued for services at $ 0.16827 per share 520,000 52 Net loss for the year ended December 31, 2000 - - Balance, December 31, 2000 32,674,192 $ 3,268 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statement of Changes in Stockholders' Equity From May 4, 1987(Inception) through September 30, 2001 Additional Stock Paid-In Subscription Capital Receivable continued Common stock issued for services at $ 0.17 per share 28,788 - Common stock issued to acquire 100% of Central America Fuel Technologies, Inc. on March 15, 2000 14,999 - Options exercised at $ 0.42 per share 31,243 - Options exercised at $ 0.21 per share 12,494 - Options exercised at $ 0.21 per share 12,494 - Common stock issued for ICE at $ 0.83 per share 2,499,700 - Common stock issued for Access Network Limited at $ 0.83 per share 3,999,520 - Common stock issued for debt settlement at $ 0.20 per share 358,475 - Common stock issued for debt settlement at $ 0.83 per share 90,741 - Receipt of subscription receivable 150,000 - Options exercised at $ 0.2084 2,499 - Options exercised at $ 0.4167 17,746 - Options exercised at $ 0.4167 999 - Common stock issued for cash at $ 0.10 per share 11,988 - Common stock issued for cash at $ 0.10 per share 49,950 - Common stock issued for services at $ 0.16827 per share 87,448 - Net loss for the year ended December 31, 2000 - - Balance, December 31, 2000 $11,642,494 $ - VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statement of Changes in Stockholders' Equity From May 4, 1987(Inception) through September 30, 2001 Retained Earnings Total continued Common stock issued for services - 28,805 Common stock issued to acquire 100% of Central America Fuel Technologies, Inc. on March 15, 2000 - 15,000 Options exercised at $ 0.42 per share - 31,250 Options exercised at $ 0.21 per share - 12,500 Options exercised at $ 0.21 per share - 12,500 Common stock issued for ICE at $ 0.83 per share - 2,500,000 Common stock issued for Access Network Limited at $ 0.83 per share - 4,000,000 Common stock issued for debt settlement at $ 0.20 per share - 358,690 Common stock issued for debt settlement at $ 0.83 per share - 90,752 Receipt of subscription receivable - 150,000 Options exercised at $ 0.2084 - 2,500 Options exercised at $ 0.4167 - 17,750 Options exercised at $ 0.4167 - 1,000 Common stock issued for cash at $ 0.10 per share - 12,000 Common stock issued for cash at $ 0.10 per share - 50,000 Common stock issued for services at $ 0.16827 per share - 87,500 Net loss for the year ended December 31, 2000 (11,281,619) (11,281,619) Balance, December 31, 2000 (11,377,530) 268,232 VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statement of Changes in Stockholders' Equity From May 4, 1987(Inception) through September 30, 2001 Common Common Stock Shares Amount continued Common stock issued for services at $ 0.10 per share 1,800,000 180 Common stock issued for services t $ 0.10 per share 100,000 10 Common stock issued for services at $ 0.10 per share 20,280 2 Common stock issued for services at $ 0.10 per share 250,000 25 Common stock issued for debt service at $ 0.10 per share 628,500 63 Common stock issued for services at $ 0.01 per share 250,000 25 Common stock issued for finders fees at $ 0.01 per share 10,000 1 Net loss for the period ended September 30, 2001 - - Balance, September 30, 2001 35,732,972 $ 3,574 Additional Stock Paid-In Subscription Capital Receivable continued Common stock issued for services at $ 0.10 per share 179,820 - Common stock issued for services t $ 0.10 per share 9,990 - Common stock issued for services at $ 0.10 per share 2,026 - Common stock issued for services at $ 0.10 per share 24,975 - Common stock issued for debt service at $ 0.10 per share 62,787 - Common stock issued for services at $ 0.01 per share 2,475 - Common stock issued for finders fees at $ 0.01 per share 90 - Net loss for the period ended September 30, 2001 - - Balance, September 30, 2001 $11,924,657 $ - Retained Earnings Total continued Common stock issued for services at $ 0.10 per share - 180,000 Common stock issued for services t $ 0.10 per share - 10,000 Common stock issued for services at $ 0.10 per share - 2,028 Common stock issued for services at $ 0.10 per share - 25,000 Common stock issued for debt service at $ 0.10 per share - 62,850 Common stock issued for services at $ 0.01 per share - 2,500 Common stock issued for finders fees at $ 0.01 per share - 91 Net loss for the period ended September 30, 2001 (1,042,260) (1,042,260) Balance, September 30, 2001 (12,419,790) $ (491,559) VoIP TELECOM, INC. (Formerly Presidents Telecom, Inc.) Consolidated Statements of Cash Flows Nine Months Nine Months Ended Ended September 30, September 30, 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) from operations $ (1,042,260) $ (9,725,072) Depreciation & Amortization Expense 80,297 268,501 (Increase) in accounts receivable (255,055) (150,000) (Increase) in loans receivable 0 (1,647,426) Increase in officers advances 0 (354) (Increase) / decrease in prepaid expenses 2,906 0 Increase / (decrease) in accounts payable (242,812) 580,826 Increase in interest payable 3,266 0 Increase in accrued expenses 32,357 0 Impairment of goodwill 0 7,031,953 Bad debt 0 711,790 Common stock issued for services 282,469 1,091,806 Net cash provided / (used) by operating (1,138,832) (1,837,976) activities CASH FLOWS FROM INVESTING ACTIVITIES Net purchase of fixed assets (6,000) (894,846) Disposal of equipment 1,055,583 0 Net cash provided / (used) by investing 1,049,583 (894,846) activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in loans payable 55,772 (20,687) Proceeds from loan payable 0 342,980 Subscription receivable 0 150,000 Common stock issued for cash 0 2,376,885 Net cash provided (used) by financing 55,772 2,849,178 activities Net increase (decrease) in cash (33,477) 116,356 Cash at beginning of period 50,392 156 Cash at end of period $ 16,915 $ 116,512 Supplemental Cash Flow Disclosures Cash paid during year for interest 63,066 19,202 Schedule of Non-Cash Activities Common Stock issued for services $ 282,469 $ 1,091,806 Common Stock issued for acquisition of $ 0 $ 6,515,000 subsidiaries Three months Three months Ended Ended September 30 September 30 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) from operations $ (320,255) $ (9,820,983) Depreciation & Amortization Expense 26,782 268,501 (Increase) in accounts receivable (19,204) (150,000) (Increase) in loans receivable 0 (1,647,426) Increase in officers advances 0 (354) (Increase) / decrease in prepaid expenses 2,906 - Increase / (decrease) in accounts payable 144,615 580,826 Increase in interest payable 0 - Increase in accrued expenses (1,669) - Impairment of goodwill 0 7,031,953 Bad debt 0 711,790 Common stock issued for services 0 1,096,806 Net cash provided / (used) by operating (166,825) (1,928,887) activities CASH FLOWS FROM INVESTING ACTIVITIES Net purchase of fixed assets 0 (894,846) Disposal of equipment 5,427 0 Net cash provided / (used) by investing 5,427 (894,846) activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in loans payable 145,713 (20,687) Proceeds from loan payable 0 342,980 Subscription receivable 0 0 Common stock issued for cash 0 2,617,952 Net cash provided / (used) by financing 145,713 2,940,245 activities Net increase (decrease) in cash (15,685) 116,512 Cash at beginning of period 32,600 0 Cash at end of period $ 16,915 $ 116,512 Supplemental Cash Flow Disclosures Cash paid during year for interest 0 $ 19,202 Schedule of Non-Cash Activities Common Stock issued for services $ 0 $ 1,096,806 Common Stock issued for acquisition of $ 0 $ 6,515,000 subsidiaries ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Going Concern and Ability of the Company to Continue The Company has a net operating loss carry forward of $(12,419,790) since inception through September 30, 2001. The Companys consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs and allow it to continue as a going concern. Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs. In the interim, the Company intends to raise additional capital through private placements of its common stock. Liquidity and Capital Resources As of September 30, 2001 the Company has $949,735 in current assets compared to $354,222 in current assets as of December 31, 2000. The $949,735 in current assets in compromised of $16,915 in cash, $402,357 in accounts receivable, $153,622 in loans receivable As of September 30, 2001 the Company has current liabilities of $1,367,882 compared to $1,469,925 as of December 31, 2000. However, the Company has a net equity of $(491,559) as of September 30, 2001 compared to $268,232 as of December 31, 2000. Management realizes the Companys operations do not generate sufficient revenues to cover operating costs. The Companys auditors have also expressed the Companys going concern and ability of the Company to continue in the reviewed financial statement. Results of Operations For the nine months ended September 30, 2001, the Company had revenues of $647,471 compared to $0 for the same period of 2000. Total operating costs decreased from $2,673,979 to $2,471,379 for the nine months ended September 30, 2001 compared to June 30, 2000. Bad debt expense increased $595,208 for the nine months ended September 30, 2001 compared to the same period the year before. Depreciation and amortization decreased approximately $188,000 due to the recission of the ICE Communication acquisition. Administrative expenses also decreased $610,774 for the same reason. For the nine months ended September 30, 2001 the company has a net loss of $1,042,260 compared to $9,725,072 for the same period the year before. 16 For the three months ended September 30, 2001 the Company had revenues of $206,772 compared to $0 for the same period of 2000. Operating expenses decreased $2,254,488. This is predominately due to a $711,790 decrease in bad debt expense as of the three months ended September 30, 2001 compared to the same period of 2000. Also contributing to the drop in the operating costs was a decrease of $1,301,375 in administrative costs. For the three months ended September 30, 2001 the company has a net opeating loss of $320,255 compared to a loss if $9,820,983 for the same period of 2000. Net Operating Loss The Company has accumulated approximately $12,099,535 of net operating losses caryforwards as of June 30, 2001, which maybe offset against taxable income and income taxes in future years. The use of these to losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net loss carryforwards. The carryforwards expire in the year 2021. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of carryforwards, which can be used. Sale of Common Capital Stock As of September 30, 2001 the Company had 35,732,972 shares of common stock outstanding. Risk Factors and Cautionary Statements Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company wished to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed on or implied by the statements, including, but not limited to, the following: the ability of the Company to successfully meet its cash and working capital needs, the ability of the Company to successfully market its product, and other risks detailed in the Companys periodic report filings with the Securities and Exchange Commission. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are presently no pending legal proceedings to which the Company or any of its subsidiaries are a party, to the best of knowledge of the Company. No actions against the Company are contemplated or threatened. 17 ITEM 2. CHANGES IN SECURITIES As of September 30, 2001 the Company had 35,732,972 shares of common stock outstanding. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON 8-K a. Form 10Q filed by reference on 7/3/2001 b. Form 10QSB filed by reference on 8/31/2001 c. Form 8K filed by reference on 9/20/2001 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned hereto duly authorized. VOIP TELECOM, INC. Dated: November 16, 2001 By: _/S/ John Curry_________ John Curry President