Filed with the Securities & Exchange Commission on January 18, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Form SB 2 filed on
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
7,287,588
EPIXTAR CORP.
(Name of issuer in its charter)
FL 7385 65-0722193
-- ---- ----------
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
11900 Biscayne Boulevard,
Miami, Florida 33181
(305) 503-8600
(Address and telephone number of principal executive offices)
Ilene Kaminsky
Chief Executive Officer
11900 Biscayne Boulevard,
Suite 700
Miami, Florida 33181
(305) 503-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
MICHAEL D. DIGIOVANNA, Esq.
212 Carnegie Center
Suite 206
Princeton, New Jersey 08540
(609) 919 6364
Approximate date of proposed sale to the public AS SOON AS PRACTICABLE AFTER
THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
- ------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [X].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of securities Amount to maximum offering Maximum aggregate Amount of
to be registered be registered price per unit offering price registration fee
- ------------------- ------------- ---------------- ----------------- ----------------
Common Stock
par value $. 001 1,197,989 $4.65 $ 5,570,649(1) $ 450.67(1)
Common Stock
par value $.001 1,213,352(2) 4.14 $ 5,023,277 $ 592.24
Common Stock
par value $.001 3,655,596(3) 3.25 $11,880,687 $1,327.07
Common Stock
par value $.001 1,220,651(4) .79 $ 964,314 $ 113.46
--------- ---- ----------- ---------
Total 7,287,588 $2,483.44
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the bid and asked prices of
the common stock on the OTC Bulletin Board on June 26, 2003.
(2) Represents additional shares to be registered subsequent to the original
SB-2 filed by the Company on June 30, 2003 based upon the average of the bid and
asked prices of the common stock on the OTC Bulletin Board on May 10, 2004.
(3) Represents additional shares to be registered subsequent to May 14, 2004
based upon the average of the bid and asked prices of the common stock on the
OTC Bulletin Board on June 14, 2004.
(4) Represents additional shares to be registered subsequent to the Amendment 1
filed by the Company on June 18, 2004 based upon the average of the bid and
asked prices of the common stock on the OTC Bulletin Board on January 2004.
Pursuant to Rule 416 of the Act, this registration statement also covers such
indeterminate additional shares of common stock as may become issuable as a
result of stock splits, stock dividends or other similar events.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
EXPLANATORY NOTE
This registration statement contains two prospectuses: one relating to the
resale offering by selling stockholders of 2,300,000 shares of the Company's
common stock, par value $.001, per share and another prospectus relating to the
offering of 4,987, 588 shares of common stock held by selling stockholders who
may wish to sell common stock pursuant to securities acquired in the Company's
recent note financings. The later prospectus relating to the note financings is
referred to as the note financing prospectus. Following the prospectus are
substitute pages of the note financing prospectus, including alternate pages
front outside and back cover pages, an alternative "The Offering" section of the
"Prospectus summary" and section entitled "Selling Stockholders." Each of the
alternate pages for the selling stockholder prospectus is labeled "Alternate
page for note financing prospectus." All other sections of the prospectus are to
be used in the note financing prospectus. In addition, cross-references, if any,
in the prospectus will be adjusted in the selling stockholder prospectus.
iii
Subject to Completion, dated January 18, 2005
PROSPECTUS
2,300,000
Shares of Common Stock
EPIXTAR CORP.
Securityholders of Epixtar Corp. named under the caption "Selling Stockholders"
may offer and sell up to 2,300,000 shares of our common stock. Of the shares
offered approximately 2,100,000shares will be issued in the future pursuant to
warrants and convertible preferred stock or notes presently outstanding,
including shares which may be issued for accrued dividends or interest or in
connection with the antidilution provisions of these securities We will not
receive any of the proceeds from the sale of shares by the selling stockholders.
Concurrently with this offering other securityholders may sell up to 4,987,588
shares of our common stock, which are issued or may be issued under convertible
notes and warrants. The foregoing includes shares, which may be issued for
accrued interest or in connection with the antidilution and other provisions of
these securities.
Our common stock is quoted on the OTC Bulletin Board under the symbol EPXR. On
January 12, 2005 the price of the Common Stock was $.70 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our common stock being offered by this prospectus involves a high degree of
risk. You should read the "Risk Factors" section beginning on page XX before you
decide to purchase any common stock.
The date of this Prospectus is
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and we are not soliciting offers to buy these securities, in
any state where the offer or sale is not permit
TABLE OF CONTENTS
Page
----
Prospectus Summary.................................................... 3
Risk Factors.......................................................... 7
Forward Looking Information........................................... 20
Use of Proceeds....................................................... 20
Capitalization........................................................ 20
Market Information.................................................... 21
Selected Financial Information........................................ 23
Managements Discussion and Analysis of Financial Condition and
Results of Operations............................................... 24
Our Business.......................................................... 42
Property.............................................................. 62
Legal Proceedings..................................................... 63
Directors and Executive Officers...................................... 66
Security Ownership.................................................... 75
Certain Relationships and Related Transactions........................ 76
Description of Securities............................................. 78
Selling Stockholder................................................... 88
Plan of Distribution.................................................. 91
Legal Matters......................................................... 93
Experts............................................................... 93
Available Information................................................. 93
Financial Statements..................................................F-1 - F-66
You should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
2
PROSPECTUS SUMMARY
This summary highlights certain information contained elsewhere in this
prospectus. You should read the following summary together with the more
detailed information regarding Epixtar Corp. and its financial statements and
the related notes appearing elsewhere in this prospectus.
OUR BUSINESS
We are primarily engaged in a contact center business in the Philippines. Our
contact centers perform business process outsourcing or BPO services for third
parties. These services presently involve marketing campaigns, inbound services
for customer care, and outbound services such as, data collection and customer
acquisition for clients.
Since July 2001, the majority of our revenue has been derived from our Internet
Service Provider (ISP) subsidiaries selling services to small businesses through
third party dial-up facilities. These services were marketed through independent
contact centers that we supervised, many of which were overseas. The pervasive
trend toward offshore outsourcing combined with our expertise in contact center
operations, precipitated our decision in 2003 to refocus our business. As of
December 15, 2004, we operated approximately 1,000 contact center seats in the
Philippines. By March 31, 2005, we expect to deploy over 3,000 seats with
additional seats in development contingent upon ongoing funding. For the
immediate future, we will continue to derive most of our revenue from the ISP
business. We believe that our contact center revenue will substantially augment
our ISP revenue to constitute a substantial portion of our revenues beginning in
the first quarter of 2005.
RECENT DEVELOPMENTS
We are not presently engaged in marketing our ISP products. While we maintained
stringent compliance processes to avoid regulatory actions, several proceedings
were brought based upon customer complaints. These complaints represented a
statistically insignificant percentage of our customers. As a result: we were
subject to a Federal Trade Commission injunctive proceeding; preliminary
injunctions restricting our activities in two states; and investigative
proceedings in four states. We settled several proceedings, with no finding of
any wrongdoing. We are subject to a Stipulated Agreement with the FTC pending an
approval of a final settlement by the full commission. Under the terms of the
Stipulation we are required to comply with FTC regulations, adhere to specific
procedures to insure compliance, and continue to offer refunds to customers who
were improperly billed making $175,000 available for that purpose. In June and
July, we settled proceedings and investigations in Missouri, Kansas and Florida.
In each case, we paid costs of the proceedings and agreed to respect applicable
regulations. The total amount paid was approximately $119,000. We do not expect
these proceedings to have any lingering effect since we no longer market ISP
products.
3
On January 7, 2005 we acquired Innovative Marketing Stategies, Inc., a
corporation operating three domestic call centers and one Philippine call
center. Based on prior operating history and financial information this entity
is deriving substantial revenue from its BPO business.
Our principal place of business is located at 11900 Biscayne Boulevard, Suite
700, Miami, Florida 33181. Our general telephone number is (305) 503-8600.
Epixtar Corp. is also referred to in this prospectus as "Epixtar," "we," "us,"
"the Company", or "our." These references shall include both Epixtar Corp. and
our subsidiaries unless otherwise indicated by the context.
THE OFFERING
OUR SECURITIES
- --------------------------------------------------------------------------------
Securities Offered by the Selling Stockholders
Common Stock 2,300,000 shares (1)
Concurrent Offering 4,987,588 shares (2)
Outstanding before the Offering.
Common Stock: 11,544,219 shares (3)
---------- ---
Preferred Stock: 16,500 shares
Outstanding after the Offering
And concurrent offering
Common Stock 18,362,368 shares (4)
(Preferred Stock none
1. Includeds shares of Common Stock not presently outstanding but issuable
upon conversion of preferred stock or conversion of notes and exercise
of warrants held by the selling stockholders. The amount also includes
shares reserved for issuance in connection with accrued dividends, and
interest and the antidilution provisions of these securities. Depending
upon the time of conversion and other factors a portion of these shares
may not be issued.
4
2. The concurrent offering consists of shares of common stock issued or to
be issued pursuant to or subject to convertible notes and warrants sold
in our Spring 2004 offerings as well as shares that may be issued upon
conversion of accrued interest and in connection with antidilution and
other provisions of these securities.
3. Exclusive of shares subject to convertible securities, options, and
warrants including shares offered by the selling stockholders.
4. Assumes conversion of all convertible securities and exercise of all
warrants owned by selling stockholders in the offering and concurrent
offering. (Many of the securities have exercise or conversion prices
above market price and may not be exercised or converted and sold.)
- --------------------------------------------------------------------------------
PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
Sales of the shares may be made by selling stockholders in the open market or in
privately negotiated transactions.
USE OF PROCEEDS
- --------------------------------------------------------------------------------
We will not receive any proceeds from the sale of shares owned by the selling
stockholders but may receive proceeds upon exercise of the warrants which will
be utilized for working capital.
5
SUMMARY FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
The following summary financial information is qualified by reference to, and
should be read in conjunction with, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus. The financial information set forth below is taken from audited
financial statements with respect to the annual periods ended December 31, 2003,
December 31, 2002 and December 31, 2001. The financial information for the years
ended December 31, 2002 and 2001 is derived from restated financial statements.
See Note 2 to the financial statements included in this document.
September 30, December 31,
2004 2003 2002
---- ---- ----
(Unaudited) (Restated)
Current assets 7,391,025 $ 7,867,041 $ 4,739,186
Total assets 17,262,317 12,982,794 8,583,145
Current liabilities 11,240,413 4,912,853 8,377,478
Total liabilities 14,792,758 7,584,806 10,730,629
Stockholders'
equity (deficiency) 2,469,559 5,397,988 (2,147,484)
Nine Months Ended Year Ended
September 30, December 31,
2004 2003 2003 2002 2001
---- ---- ---- ---- ----
(Unaudited) (Restated) (Restated)
Revenues $13,529,770 $30,192,199 $36,404,803 $26,250,851 $ 1,189,723
Gross profit (loss) 9,660,403 16,745,350 19,679,029 8,468,884 (494,882)
Income (loss) from
continuing operations (4,736,009) 5,473,308 4,379,160 (11,901,604) (3,251,788)
Net income (loss) (6,428,728) 4,665,666 4,379,160 (11,944,922) (2,984,598)
Net income (loss) per
common share:
Basic (0.62) 0.26 0.22 (1.13) (0.39)
Diluted (0.62) 0.19 0.16 (1.13) (0.39)
6
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before investing in our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks could adversely affect our business, financial condition and
results of operations and could result in a complete loss of your investment.
WE HAVE EXPERIENCED LOSSES FROM OPERATIONS AND MAY HAVE LOSSES IN THE FUTURE.
We had no operations prior to November 2000 and incurred losses in 2001 and 2002
including a loss of $11,944,922 for 2002. Although we had net income of
$4,379,160 in 2003, we sustained a loss of $6,428,728 for the nine-month period
ended September 2004. There is no assurance that we will operate profitably in
the future.
THE ESTABLISHMENT OF OUR CONTACT CENTER BUSINESS HAS RESULTED IN LOSSES OR
REDUCTION OF INCOME AND MAY RESULT IN FURTHER LOSSES. We have only recently
commenced our contact center business. While we have extensive experience
supervising contact centers for our ISP business, we had no direct operating
experience prior to September2003. Therefore our business and future prospects
are difficult to evaluate. You should consider the challenges, risks and
uncertainties frequently encountered by early-stage companies using new and
unproven business models in rapidly evolving markets. These include significant
start-up expenses, obtaining and performing contracts with clients, hiring and
retaining qualified personnel establishing a reputation in the industry and
acquiring, developing and managing contact centers, managing growth, and
obtaining additional capital if required. Moreover, as we transition to our new
business we will devote fewer resources to our continuing ISP business. There is
no assurance we will be able to enter into substantial arrangements with clients
for our contact center business or that we can develop call centers on terms
favorable to us or at all. Moreover, even if we enter into any such arrangements
or succeed in the development or acquisitions of call center assets, there is no
assurance that such arrangements with clients or any development or acquisition
of contact center assets will be profitable.
IF WE DO NOT SUCCESSFULLY IMPLEMENT OUR CONTACT CENTER BUSINESS OUR SOLE REVENUE
SOURCE WILL BE FROM OUR ISP BUSINESS, WHICH IS ATTRITING. While we are
continuing to provide services to existing ISP customers we will concentrate our
resources on our new business. Therefore we are not actively marketing this
business and as a result, we will not be able to grow or maintain our ISP
business. If we do not successfully implement our new business our only source
of revenues would be derived from a declining base of customers.
7
WE REQUIRE ADDITIONAL CAPITAL FOR OUR CONTACT CENTER BUSINESS AND THE FAILURE TO
OBTAIN ADDITIONAL CAPITAL MAY RESULT IN OUR INABILITY TO IMPLEMENT OUR BUSINESS
PLAN ON A TIMELY BASIS OR AT ALL. Our contact center business requires:
additional personnel; the acquisition and construction of facilities for
telemarketing and other operations; the purchase of additional equipment and
operating capital for our contact center business while obtaining and
implementing service agreements. We have devoted our resources to establishing
and expanding our contact centers and financing has been slower than expected.
While we have over 1,000 seats at our existing facilities, we are experiencing
negative cash flow and need additional financing for working capital and to
develop additional planned contact centers. Moreover, we will require additional
capital to implement any acquisitions. In addition. We have experienced a
general working capital shortage. Consequently, we require immediate financing.
Aside from these capital requirements we may also need additional funds in the
future based upon:
o The timing of offshore BPO services contracts
o Required enhancements to operating infrastructure
o Upgrades and refreshes to keep pace with technological change
o Increasing costs
o Business acquisition opportunities that require:
New technologies
Additional capacity
Introduction of new services
Increased competition and competitive pressures
We intend to seek additional equity or debt securities or obtain other debt
financing. The sale of additional equity securities or convertible debt
securities will result in additional dilution to our stockholders and increase
our indebtedness. We may be unable to secure financing in sufficient amounts or
on terms acceptable to us, if at all, in which case we may not have the funds
necessary to finance our ongoing capital requirements or execute our business
strategy or meet future needs.
WE HAVE DEBT OUTSTANDING THAT COULD ADVERSELY AFFECT OUR ABILITY TO OBTAIN
FUTURE FINANCING AND NEGATIVELY AFFECT OUR BUSINESS We are obligated pursuant to
Notes in the aggregate principal amount of over $9,000,000, which are secured by
all of our assets and/or contain restrictions on our future activity, including
8
the declaration of dividends and the incurrence of additional indebtedness.
These security interests and/or restrictions reduce our ability to obtain future
financing and enter into acquisitions and other transactions involving
indebtedness. To obtain the release of funds held as security pursuant to these
notes we were required to modify the conversion and exercise prices of existing
securities and issue additional warrants. See Footnote 9 to the Financial
Statements. We may have to obtain additional waivers from these note holders in
the future and may be required to issue additional securities or other
consideration for such a waiver.
Our outstanding debt, which on January 7 2004 was approximately $17,000,000
million, exclusive of accounts payable, accrued expenses and other operating
liabilities could:
o require us to dedicate a substantial portion of our cash flows from
operations to pay debt service costs, thereby reducing the availability
of cash to fund working capital and capital expenditures and for other
general corporate purposes;
o make us more vulnerable to economic downturns and fluctuations in
interest rates, less able to withstand competitive pressures and less
flexible in reacting to changes in our industry and general economic
conditions; and
o place us at a competitive disadvantage as compared to less leveraged
companies.
A REVERSAL OF INDUSTRY TRENDS TOWARD OFFSHORE OUTSOURCING DUE TO NEGATIVE PUBLIC
REACTION IN THE UNITED STATES AND RECENTLY PROPOSED LEGISLATION MAY ADVERSELY
AFFECT DEMAND FOR OUR SERVICES.
Our business depends in large part on U.S. industry trends towards outsourcing
business processes offshore. The trend to outsource business processes may not
continue and could reverse. Offshore outsourcing has become a politically
sensitive topic in the United States, particularly in the recent Presidential
election. Many organizations and public figures have publicly expressed concerns
about a perceived association between offshore outsourcing providers and the
loss of jobs in the United States. In addition, there has been recent publicity
about the negative experience of certain companies that use offshore
outsourcing. Current or prospective clients may elect to perform such services
themselves or may be discouraged from transferring these services to offshore
providers to avoid any negative perception that may be associated with using an
offshore provider. Any slowdown or reversal of existing industry trends would
harm our ability to compete effectively with competitors that operate out of
facilities located in the United States.
A variety of federal and state legislation has been proposed that, if enacted,
could restrict or discourage U.S. companies from outsourcing their services to
companies outside the United States. For example, legislation has been proposed
that would require offshore providers to
9
identify where they are located. In addition, it is possible that legislation
could be adopted that would restrict U.S. private sector companies that have
federal or state government contracts from outsourcing their services to
offshore service providers. Any expansion of existing laws or the enactment of
new legislation restricting offshore outsourcing may adversely impact our
ability to do business with U.S. clients, particularly if these changes are
widespread.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND COULD CAUSE THE MARKET
PRICE OF OUR COMMON STOCK TO FALL RAPIDLY.
Our revenues and operating results are difficult to predict and may fluctuate
significantly from quarter to quarter due to a number of factors, including:
o The addition or loss of clients
o Fluctuations in service volume
o The introduction of new or enhanced services
o Long sales cycles and fluctuations in sales cycles
o Changes in our pricing policies or those of our competitors
o Increased price competition in general
WE ARE SUBJECT TO RISKS ARISING FROM OUR OPERATIONS IN THE PHILIPPINES.
We anticipate that substantially all of our contact center operations will be in
the Philippines. We are exposed to a number of significant risks associated with
our operations in the Philippines, including the following:
o Wages for employees in the Philippines are increasing at a faster rate
than for our U.S. employees, which could result in increased costs to
employ local talent.
o We face competition in the Philippines for outsourcing center
professionals, and we expect this to increase as additional BPO
companies enter the market and expand their operations. In particular,
there may be limited availability of qualified middle and upper
management candidates. This could increase our costs and turnover
rates.
o The Philippines continues to experience low growth in its gross
domestic product, significant inflation, currency declines, and
shortages of foreign exchange. These conditions could create economic
instability that could harm businesses operating in the Philippines.
10
o We have benefited from an excess of supply versus demand for college
graduates in the Philippines. If this favorable imbalance changes, it
could affect the availability or cost of qualified professionals, who
are critical to our performance.
o Our revenues are denominated in U.S. dollars, and a substantial portion
of our costs are incurred and paid in Philippine currency. We are
therefore exposed to the risk of an increase in the value of the
Philippine peso relative to the U.S. dollar, which would increase our
expenses. We do not currently engage in any transactions as a hedge
against risk of loss due to foreign currency fluctuations.
o We are exposed to the risk of rental and other cost increases due to
inflation in the Philippines, which has historically been at a much
higher rate than in the U.S..
o The Philippines periodically experiences civil unrest and terrorism.
U.S. companies in particular may experience greater risk. We are not
insured against terrorism risks.
o An unfavorable business climate in the Philippines could result in
adverse changes to tax, regulatory and other legal requirements. This
could increase our operating costs and our exposure to legal and
business risks.
o We have benefited from significant government assistance in the
Philippines, including the grant of income tax holidays and
preferential tax treatments under our registrations with the Philippine
Board of Investments, or BOI, and Philippine Economic Zone Authority,
or PEZA, and changes to the country's educational curriculum in order
to attract foreign investment in specified sectors including the
outsourcing industry. Despite these benefits, the Philippine national
and local governments could alter one or more of these beneficial
policies and the Philippine legislature could amend the laws granting
preferential tax treatment. The elimination of any of the benefits
realized by us from our Philippine operations, including tax
incentives, could result in increased operating expenses and impair our
competitive advantages over BPO companies based outside of the
Philippines.
WE ANTICIPATE THAT WE WILL ENCOUNTER A LONG SALES AND IMPLEMENTATION CYCLE
REQUIRING SIGNIFICANT RESOURCE COMMITMENTS BY OUR CLIENTS, WHICH THEY MAY BE
UNWILLING OR UNABLE TO MAKE.
Our service delivery involves significant resource commitments by both our
clients and ourselves. Potential clients' senior management and a significant
number of our clients' personnel must evaluate our proposals in various
functional areas, each having specific and often conflicting requirements.
Despite the significant expenditures of funds and management resources, the
potential client may not engage our services. Our sales cycle generally ranges
up to six to twelve
11
months or longer. Failure to close may have a negative impact on revenue and
income as these resources could otherwise be used for a paying client. We
believe the following factors enter into a client's decision:
o The clients' alternatives to our services, including willingness to
replace their internal solutions or existing vendors; o The clients'
budgetary constraints, and the timing of budget cycles and approval
processes;
o The clients' willingness to expend the time and resources necessary to
integrate their systems with our systems and network; and
o The timing and expiration of our clients' current outsourcing
agreements for similar services.
Once a client engages us at the conclusion of the sales process, it takes from
four to six weeks to integrate the client's systems with ours. It may take as
long as three months thereafter to ramp-up our services, including training, to
satisfy the client's requirements.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.
Since we commenced our contact center business, we have expanded rapidly and
intend to continue expansion. Continued growth could place a strain on our
management, operations and financial resources. Our infrastructure, facilities
and personnel may not be adequate to support our future operation or to adapt
effectively to future growth. As a result, we may be unable to manage our growth
effectively, in which case our operating costs may increase at a faster rate
than the growth in our revenues, our margins may decline and we may incur
losses. In order to manage our growth successfully, we must:
o Maintain the hiring, training and management necessary to ensure the
quality and responsiveness of our services.
o Expand and enhance our administrative and technical infrastructure to:
o meet customer management demands; and
o accommodate increased call volume with additional facilities,
capacities, and capabilities.
o Continue to improve our management, financial and information
systems and controls
12
WE MAY EXPERIENCE SIGNIFICANT EMPLOYEE TURNOVER RATES IN THE FUTURE AND WE MAY
BE UNABLE TO HIRE AND RETAIN ENOUGH SUFFICIENTLY TRAINED EMPLOYEES TO SUPPORT
OUR OPERATIONS.
The BPO industry is labor intensive and our success depends on
our ability to attract, hire, and retain qualified employees. We compete for
qualified personnel with companies in our industry and in other industries and
this competition is increasing in the Philippines as the BPO industry expands.
Our growth requires that we continually hire and train new personnel. The BPO
industry, including the customer management services industry, has traditionally
experienced high employee turnover. A significant increase in the turnover rate
among our employees would increase our recruiting and training costs and
decrease operating efficiency and productivity, and could lead to a decline in
demand for our services. If this were to occur, we would be unable to service
our clients effectively and this would reduce our ability to continue our growth
and operate profitably. We may be unable to continue to recruit, hire, train and
retain a sufficient labor force of qualified employees to execute our growth
strategy or meet the needs of our business.
OUR OPERATIONS COULD SUFFER FROM TELECOMMUNICATIONS OR TECHNOLOGY DOWNTIME,
DISRUPTIONS OR INCREASED COSTS.
We are highly dependent on our computer and telecommunications equipment and
software systems. In the normal course of our business, we must record and
process significant amounts of data quickly and accurately to access, maintain
and expand the databases we use for our services. We are also dependent on
continuous availability of voice and electronic communication with customers. If
we experience interruption on our telecommunications network, we may experience
data loss or a reduction in revenues. These disruptions could be the result of
errors by our vendors, clients or third parties or electronic or physical
attacks by persons seeking to disrupt our operations, or the operations of our
vendors, clients or others. For example, we currently depend on two significant
vendors for facility storage and related maintenance of our main technology
equipment and data at our U.S. data centers. Any failure of these vendors to
perform these services could result in business disruptions and impede our
ability to provide services to our clients. A significant interruption of
service could have a negative impact on our reputation and could lead our
present and potential clients not to use our services. The temporary or
permanent loss of equipment or systems through casualty or operating malfunction
could reduce our revenues and harm our business.
FAILURE TO PERFORM MAY RESULT IN REDUCED REVENUES OR CLAIMS.
Failures to meet service requirements of a client could disrupt the client's
business and result in a reduction in revenues or a claim for substantial
damages against us. For example, some of our agreements may have standards for
service that, if not met by us, may result in reduced payments. In addition,
because many of our projects are business-critical projects for our clients, a
failure or inability to meet a client's expectations could seriously damage our
reputation and affect our ability to attract new business. To the extent that
our contracts contain limitations on liability, such contracts may be
unenforceable or otherwise may not protect us from liability for damages.
13
UNAUTHORIZED DISCLOSURE OF SENSITIVE OR CONFIDENTIAL CLIENT AND CUSTOMER DATA,
WHETHER THROUGH BREACH OF OUR COMPUTER SYSTEMS OR OTHERWISE, COULD EXPOSE US TO
PROTRACTED AND COSTLY LITIGATION AND CAUSE US TO LOSE CLIENTS.
We may be required to collect and store sensitive data in connection with our
services, including names, addresses, social security numbers, credit card
account numbers, checking and savings account numbers and payment history
records, such as account closures and returned checks. If any person, including
any of our employees, penetrates our network security or otherwise
misappropriates sensitive data, we could be subject to liability for breaching
contractual confidentiality provisions or privacy laws. Penetration of the
network security of our data centers could have a negative impact on our
reputation and could lead our present and potential clients to choose other
service providers.
WE MAY MAKE ACQUISITIONS THAT PROVE UNSUCCESSFUL OR DIVERT OUR RESOURCES.
We are scheduled to complete the acquisition of a domestic contact center
company with a facility in the Philippines in January, 2005. We may also
consider acquisitions of other complementary companies in our industry. We have
no experience in completing acquisitions of other businesses, and we may be
unable to successfully complete an acquisition. If we acquire other businesses,
we may be unable to successfully integrate these businesses with our own and
maintain our standards, controls and policies. Acquisitions may place additional
constraints on our resources by diverting the attention of our management from
existing operations. Through acquisitions, we may enter markets in which we have
little or no experience. Any acquisition may result in a potentially dilutive
issuance of equity securities, the incurrence of debt and amortization of
expenses related to intangible assets, all of which could lower our margins and
harm our business. We may also require the approval of our note holders which
they may not agree to give.
OUR INDEPENDENT AUDITOR'S REPORT WITH RESPECT TO OUR 2003 CONSOLIDATED FINANCIAL
STATEMENTS.
The independent auditor's report for our 2002 financial statement contained a
"going concern qualification". Our independent auditor's report has not
expressed a going concern opinion with respect to our 2003 consolidated
financial statements but includes an emphasis in Note 3 to the financial
statements for a description of profitability and liquidity issues. We cannot
give assurance that possible adverse financial consequences will not continue
even with the removal of such qualification from our 2003 financial statements.
WE MAY BE REQUIRED TO WRITE DOWN GOODWILL. THIS WILL RESULT IN THE RECOGNITION
OF SUBSTANTIAL EXPENSES.
Our assets include $3,360,272 of goodwill. This reflects the unamortized portion
of the difference between the value of the consideration paid to acquire the
minority portion of National Online
14
and the book value of the assets of National Online at the time of acquisition.
Under present accounting rules this asset may be written down, in whole or in
part, if it is unlikely that the full amount of excess value will be realized.
We have not written down any amount of this goodwill in 2003 but if our ISP
revenues continue to decline we may be required to do so in 2004. Any write down
in the future will be treated as an expense and reduce our income.
A PROCEEDING INSTITUTED BY THE FEDERAL TRADE COMMISSION RELATING TO OUR ISP
BUSINESS HAS ADVERSELY IMPACTED OUR BUSINESS AND FINANCIAL POSITION HAS IMPACTED
ON REVENUES AND INCOME.
On October 30, 2003, the Federal Trade Commission (FTC) instituted an action in
federal district court against us and certain of our ISP subsidiaries. The
action sought to enjoin alleged failure by certain of our ISP subsidiaries to
comply with regulations relating to the conversion of a trial customer to a
paying customer. We market our ISP services by offering a trial period before
billing customers. In connection with the action the FTC obtained an ex parte
temporary restraining order, a freeze on our assets, and the appointment of a
temporary receiver. This ex parte order prevented us from marketing and billing
our ISP services and deprived us of substantial assets. We therefore experienced
significant business disruption, incurred substantial expenses and experienced a
reduction of our working capital. While we believed we complied with the law and
the proceeding was unwarranted, on November 21, 2003, we entered into a
stipulated preliminary injunction, without any admission or finding of
wrongdoing. As a result, we were able to resume business subject to procedures
set forth in the stipulation (substantially all of which we had already
followed) and the oversight of a monitor. The appointment of the receiver was
terminated and replaced by a monitor and the asset freeze was lifted except that
a portion of our assets were held in escrow against future customer refunds. The
order has resulted in a reduction of our revenue and income in the fourth
quarter of 2003 and first of 2004. The reduction of revenues and asset freeze
and escrow (even though a majority of the funds were released) in turn resulted
in working capital issues. This forced us to initiate cost cutting measures and
delayed the timetable for implementing our new business direction. We have
agreed to a final settlement with the staff of the FTC, which is subject to
approval by the commission. The settlement is consistent with the terms of the
preliminary stipulation including the payment of $175,000.
GOVERNMENT REGULATION AND CUSTOMER COMPLAINTS RELATING TO OUR ISP BUSINESS
ENTAIL COSTLY COMPLIANCE THAT HAVE LEAD TO REGULATORY PROCEEDINGS THAT ARE
EXPENSIVE TO DEFEND AND MAY RESULT IN ADVERSE JUDGMENTS AND DETRIMENTAL
PUBLICITY.
Our subsidiaries are subject to the oversight of various governmental agencies,
including the FTC and similar state agencies. These agencies and other federal
and state agencies regulate our marketing activities. We believe we are in
material compliance with all these regulations. The most significant of these
regulations relates to free to pay conversion rules designed to prevent
"cramming" or the unauthorized billing of a customer. To guard against violation
of these regulations, we, at substantial expense, imposed strict controls on our
in-house and independent
15
contact center sales representatives. Nevertheless, proceedings have been
commenced against our ISP subsidiaries. We are subject to a Stipulated
Preliminary Injunction entered into in a proceeding instituted by the Federal
Trade Commission to prohibit alleged violations by us of the free-to-pay
conversion rules. While we denied all liability we entered into the stipulation
to resume business after a temporary restraining order described above. During
2003, Missouri and North Carolina sought a permanent injunction to bar us from
violating the cramming rules. In both states, we voluntarily entered into orders
barring us from cramming. We did so since we do not engage in cramming practices
and neither state is a source of significant revenue. We have settled the
Missouri action by the payment of approximately $9,000 for costs and
reimbursement. We also recently settled investigations in Florida and Kansas by
agreeing not to violate the applicable marketing regulations of these states and
pay expenses of $110,000 incurred by these states. We are also still subject to
continued investigatory subpoena inquiries in Texas and Minnesota and are
cooperating fully in each case. We have not been affected by the federal or
state "do not call" regulations because our ISP subsidiaries only call business
telephone numbers and these types of numbers are not subject to these
regulations. We cannot predict the effect of these rules on our outsourcing
business. In the future, we may experience substantial adverse consequences on
our ISP operations if we are found to have materially violated any regulations
or orders. In that event, we may be fined a substantial amount, and may be
required to cease or modify our business plans or otherwise limit operations of
our ISP operation. Moreover, we could also be adversely affected if we are
unable to meet any material future change in regulations. See "Legal
Proceedings."
OUR ISP BUSINESS DEPENDS ON THIRD-PARTY VENDORS FOR BILLING AND COLLECTION OF
OUR ACCOUNTS RECEIVABLE.
The customers of our ISP subsidiaries are billed through Local Exchange Carriers
or LECs. Our subsidiaries rely on third party clearing agents or billing houses
for collection of our receivables from the LECs. We have material arrangements
with two billing houses, ACI Billing Services, Inc. and eBillit, Inc. While we
believe there are potential replacements for our present billing houses, there
is no assurance we will be able to find adequate replacements upon suitable
terms.
In early 2003, a LEC and billing agent limited or declined any dealings with
certain of our ISP subsidiaries because of the number of complaints received.
SBC, a LEC, refused to deal with us directly. As a result our market of
potential customers was reduced because for the most part we could not solicit
in the geographic area operated by this LEC. We were able in 2003, however, to
obtain sufficient substitute customers in other areas to maintain revenue growth
at that time. The loss of an additional LEC could have substantial adverse
consequences on our revenues and profitability. In addition our receivables
collected by clearing agents are not segregated. We could lose these funds upon
any bankruptcy of a clearing agent.
16
WE SERVE MARKETS THAT ARE HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE
WITH BUSINESSES THAT HAVE GREATER RESOURCES THAN WE DO.
We face significant competition for outsourced business process services and
expect that competition will increase. We believe that, in addition to prices,
the principal competitive factors in our markets are service quality, sales and
marketing skills, the ability to develop customized solutions and technological
and industry expertise. While numerous companies provide a range of outsourced
business process services, we believe our principal competitors include our
clients' own in-house customer service groups, including, in some cases,
in-house groups operating offshore, offshore outsourcing companies and
U.S.-based outsourcing companies. The trend toward offshore outsourcing,
international expansion by foreign and domestic competitors and continuing
technological changes will result in new and different competitors entering our
markets. These competitors may include entrants from the communications,
software and data networking industries or entrants in geographic locations with
lower costs than those in which we operate.
We have existing competitors for our BPO business, and may in the future have
new competitors, with greater financial, personnel and other resources, longer
operating histories, more technological expertise, more recognizable names and
more established relationships in industries that we currently serve or may
serve in the future. Increased competition, our inability to compete
successfully against current or future competitors, pricing pressures or loss of
market share could result in increased costs and reduced operating margins,
which could harm our business, operating results, financial condition and future
prospects.
Many companies offer Internet provider services and other products and services
similar to those offered by us. Many of these firms are well established, have
reputations for success and have significantly greater financial, marketing,
distribution, personnel, and other resources than us. Further, there can be no
assurance that we will not experience price competition, and that such
competition may not adversely affect our financial position and results of
operations adversely affect our revenues and profitability.
WE HAVE ENTERED INTO SUBSTANTIAL TRANSACTIONS WITH OUR PRINCIPAL STOCKHOLDERS.
Trans Voice L.L.C., the owner of approximately 48% of our common stock, entered
into an agreement as of April 2003 with .us to obtain a third party to provide
strategic planning supervision, and other services to us primarily for our new
business. Martin Miller, our former Chairman of the board, is the beneficial
owner of fifty percent of this entity. Amounts paid to Trans Voice L.L.C. are a
pass-through and are meant to reimburse Trans Voice for payments it makes or is
obligated to make to those it retains under that agreement. TransVoice L.L.C.
retained an entity in which an employee, now an officer, owns the entire
beneficial interest. We also are a party to an Amended and Restated Payment
Agreement with Trans Voice Investments, Inc. whereby we pay Trans Voice,
L.L.C., as assignee of Trans Voice Investments, Inc., $150,000 per month and
pay Trans Voice Investments, Inc. $1.00 for every customer over100,000. This
17
agreement was originally entered into in consideration for services rendered to
us by Trans Voice Investments, Inc., our principal stockholder at the time. This
agreement and subsequent modifications before 2004 were consummated when Trans
Voice L.L.C. was not one of our principal shareholders. However, one of the
principal holders of Trans Voice L.L.C. was our chief officer prior to the
execution of the original agreement. We have entered into an arrangement to
modify the Payment Agreement, which now provides a fixed payment of $4,200,000,
payable in installments for the indefinite payments under the Payment Agreement.
Finally we have entered into a finders' agreement with Trans Voice L.L.C. for
compensation in connection with any successful transaction. While we believe the
transactions referred to prior to 2004 were fair they were not negotiated at
arms length. Now transactions with principal stockholders, officers or directors
will need to be approved by the majority of our independent directors.
WE HAVE A SUBSTANTIAL NUMBER OF SHARES THAT MAY BECOME FREELY TRADABLE AND COULD
THEREFORE RESULT IN A REDUCED MARKET PRICE.
As of December 1, 2004, we had an aggregate of 11,544,219 shares of our common
stock issued and outstanding, of which approximately 7,100,000 shares are
"restricted securities". These shares may be sold only in compliance with Rule
144 under the Securities Act 1933, as amended, or other exemptions from the
registration requirements of the Securities Act. Rule 144 provides, in essence,
that a person holding restricted securities for a period of one year may sell,
in brokers' transactions or to market makers, an amount not exceeding 1% of the
outstanding class of securities being sold, or the average weekly reported
volume of trading of the class of securities being sold over a four-week period,
whichever is greater, during any three-month period. Persons who are not our
affiliates and who had held their restricted securities for at least two years
are not subject to the volume or transaction limitations. Substantially all of
our presently issued shares as well as over 825,000 shares subject to our
preferred stock are or will be capable of sale pursuant to Rule 144 subject to
the foregoing limitations. In addition, the shares offered hereby and in the
concurrent offerings, including shares subject to these warrants and convertible
securities, could add over 6,000,000 free trading shares. The sale of a
significant number of these shares or the shares eligible for resale under
Rule144 in the public market may adversely affect prevailing market prices of
our shares.
IF OUR SHARES ARE NOT LISTED ON A STOCK EXCHANGE, THE TRADING OF OUR SECURITIES
MAY BE SUBJECT TO RESTRICTION.
We have applied to have our shares of Common Stock listed on the American Stock
Exchange on May 21, 2003. Our last response was on December 17, 2004. If our
application is denied, our stock will continue to be traded on the OTC Bulletin
Board. Trading volume of OTC Bulletin Board stocks have been historically lower
and more volatile than stocks traded on an exchange. In
18
addition we may be subject to rules of the Securities and Exchange Commission
that impose additional requirements on broker-dealers when selling penny stocks
to persons other than established customers and accredited investors. At the
moment we do not believe our securities are subject to these rules because our
average revenues during the last three years exceeded $6,000,000. In general, an
accredited investor is a person with assets in excess of $1,000,000 or annual
income exceeding $200,000 individually, or $300,000 together with his or her
spouse. The relevant Securities and Exchange Commission regulations generally
define penny stocks to include any equity security not traded on an exchange
with a market price (as defined in the regulations) of less than $5 per share.
Under the penny stock regulations, a broker-dealer must make a special
suitability determination as to the purchaser and must have the purchaser's
prior written consent to the transaction. Prior to any transaction in a penny
stock covered by these rules, a broker-dealer must deliver a disclosure schedule
about the penny stock market prepared by the Securities and Exchange Commission.
Broker-dealers must also make disclosure concerning commissions payable to both
the broker-dealer and any registered representative and provide current
quotations for the securities. Finally, broker-dealers are required to send
monthly statements disclosing recent price information for the penny stock held
in an account and information on the limited market in penny stocks.
If our common stock were to be subject to penny stock rules, these rules may
discourage broker-dealers from effecting transactions in our common stock or
affect their ability to sell our securities. As a result, purchasers and current
holders of our securities could find it more difficult to consummate sales of
our common stock at attractive prices.
WE DO NOT INTEND TO NOR CAN WE PAY DIVIDENDS ON OUR COMMON STOCK.
We have not paid any dividends on our common stock. Our notes and preferred
stock prohibit the payment of dividends. There are no plans to declare dividends
in the immediate future. Our Series A Convertible Preferred Stock provides for
8% cumulative dividends to be paid annually. We have not paid cash dividends
called for under our Preferred Stock. An amount equal to "accrued" dividends is
added to the stated value of the preferred stock and upon conversion of the
stated value may also be converted into common shares.
OUR STOCK PRICE, LIKE THAT OF MANY SMALL COMPANIES, HAS BEEN AND MAY CONTINUE TO
BE VOLATILE.
We expect that the market price of our common stock will fluctuate as a result
of variations in our quarterly operating results and other factors beyond our
control. These fluctuations may be exaggerated if the trading volume of our
common stock is low.
19
FORWARD-LOOKING STATEMENTS
Certain statements contained herein may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements are subject to various known and unknown risks and
uncertainties and we caution you that any forward-looking information provided
by or on behalf of us is not a guarantee of future performance. Our actual
results could differ from those anticipated by such forward-looking statements
due to a number of factors, some of which are beyond our control.. All
forward-looking statements, which may be contained in this registration
statement, are made as of the date that such statements are originally published
or made, and we undertake no obligation to update any such forward-looking
statements. For those statements, we claim the protection of the safe harbor for
forward-looking statements contained in Section 27A of the Securities Act,
Section 21E of the Exchange Act, and the Private Securities Litigation Reform
Act of 1995.
USE OF PROCEEDS
We will not receive any proceeds from the offering of the selling stockholders.
If any of the warrants are exercised we may receive the exercise price and will
utilize these proceeds for working capital.
CAPITALIZATION
The following tables sets forth:
o the historical consolidated capitalization of Epixtar Corp. and
Subsidiaries capitalization as of September 30, 2004; and
o the pro forma capitalization giving effect to this offering and the
transactions expected to be completed upon, or following, consummation
of this offering including the conversion of convertible debt and
preferred stock into common stock of the company.
The pro forma capitalization does not reflect the exercise of warrants to which
2,305,036 shares included in this offering are subject since the exercise prices
of the warrants exceed the trading price of our common stock as of the filing
date of this registration statement.
Please read this capitalization table together with the financial and other
information under the captions "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and the related notes
included elsewhere in this Prospectus.
Capitalization Table
UNAUDITED
----------------------------------------
As of
September 30,
2004 Pro forma
----------------- ------------------
7% Convertible debenture (1) $ 416,667 $ --
Note payable - stockholder 2,447,838 2,447,838
8% Convertible note, current portion (2) 1,090,908 --
Other notes payable and capital leases, current portion 1,062,381 1,062,381
8% Bridge loans (3) 922,286 --
----------- -----------
Total current maturities of long term debt 5,940,080 3,510,219
Long-Term Liabilities:
8% Convertible note, net of current portion (2) 3,304,667 --
Other notes payable and capital leases, net of current portion 247,679 247,679
----------- -----------
Total long-term liabilities 3,552,346 247,679
Stockholders' Equity (Deficiency):
Convertible preferred stock, $.001 par value;
10,000,000 shares authorized; 16,500 shares issued and
outstanding (liquidation preference $3,300,000) on
September 30,2004 and none as adjusted
outstanding (liquidation preference $3,300,000) 17 --
Common stock, $.001 par value, 50,000,000 shares
authorized; 11,544,219 shares issued and outstanding 11,544 18,362
Additional paid-in capital 21,985,297 28,481,205
Accumulated deficit (19,528,595) (20,747,734)
----------- -----------
Total stockholders' equity 2,468,263 7,749,124
----------- -----------
Total Capitalization $11,960,689 $11,507,022
=========== ===========
1) $500,000 convertible note, net of discounts for beneficial conversion
feature and detachable warrants.
2) $5,000,000 convertible notes, net of discounts for detachable warrants.
3) $1,000,000 convertible notes, net of discounts for detachable warrants.
20
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Our Common Stock is presently quoted, under the symbol "EPXR," on the OTC
Bulletin Board. Prior to January 2003, our symbol was "GAHI". In January 2003,
the symbol was changed as a result of our name change. Set forth below are the
high and low closing bid quotations for our common stock for each quarter of the
last two full fiscal years and a portion of the current year, as reflected on
the electronic bulletin board. The quotations listed below represent prices
between dealers and do not include retail mark-up, markdown or commission, and
there can be no assurance that they represent actual transactions.
FISCAL YEAR 2004
Quarter High Low
1st $5.15 $2.96
2nd $2.10 $5.29
3rd $2.15 $.80
4th $1.24 $.52
FISCAL YEAR 2003
Quarter High Low
1st $4.15 $1.75
2nd $8.85 $2.75
3rd $6.45 $3.55
4th $6.40 $2.75
21
STOCKHOLDERS
As of December 17, 2004, there were approximately 60 holders of record of our
common stock. Because a substantial portion of our shares are held by a
depository company in nominee name, we believe the number of beneficial owners
of the securities is substantially greater than 60.
DIVIDENDS
We have not paid any dividends on our common stock. Our notes prohibit the
payment of dividends. There are no plans to declare dividends in the immediate
future. Our Series A Convertible Preferred Stock provides for 8% cumulative
dividends to be paid annually. An amount equal to the accrued dividend is added
to the stated value of the preferred stock and may be converted to shares of
common stock.
22
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table presents selected historical consolidated financial data as
of, and for the years ended, December 31, 1999, 2000, 2001, 2002 and 2003, which
has been derived from our audited consolidated financial statements. Our
consolidated financial statements as of, and for the year ended, December 31,
2003 were audited by Rachlin Cohen & Holtz LLP and our consolidated financial
statements as of, and for the years ended, December 31, 1999, 2000, 2001 and
2002 were audited by another auditor. The financial information for the years
ended December 31, 2001 and 2002 is derived from restated financial statements.
See Note 2 to the financial statements included in this document. You should
read this information together with "Summary historical consolidated financial
data," "Management's discussion and analysis of financial condition and results
of operations," and our consolidated financial statements and related notes for
the years ended December 31, 2001, 2002 and 2003, which are included elsewhere
in this prospectus.
Historical results are not necessarily indicative of the results to be expected
in the future.
Selected Consolidated Financial Data (unaudited):
Nine Months
Ended
September, 30, Year Ended December 31,
2004 2003 2002 2001 2000 1999
---- ---- ---- ---- ---- ----
(Unaudited) (Restated) (Restated)
Consolidated Statements of
Operations Data:
Revenues $13,529,770 $36,404,803 $26,250,851 $1,189,723 $13,387 $ -
Income (Loss) from
Continuing Operations (6,428,728) 4,379,160 (11,901,604) (3,251,788) (281,072) (38,374)
Gain (Loss) from
Discontinued Operations - - (43,318) 267,190 - -
Net Income (Loss) per Common
Share - Diluted:
Continuing operations $(0.62) $ 0.16 $ (1.13) $(0.42) $ (0.07) $ (0.01)
Discontinued operations - - - 0.03 - -
Net income (loss) $(0.62) $ 0.16 $ (1.13) $ (0.39) $ (0.07) $ (0.01)
========== =========== ========= ========= ========== =========
Consolidated Balance Sheet
Data:
Working capital (3,849,388) 2,954,188 (3,638,292) (3,495,570) (560,639) (7,775)
Total assets 17,262,317 12,982,794 8,583,145 4,438,294 171,856 -
Current portion of long-term 5,940,081 121,513 483,786 2,649,000 285,000 -
debt
Notes payable, long-term 9,492,426 2,671,953 2,353,151 52,726 22,212 30,599
debt and common stock to be
issued
Stockholders' equity 2,469,559 5,397,988 8,583,145 47,438 (321,112) (38,374)
(deficiency)
23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
HISTORICAL
- --------------------------------------------------------------------------------
While we are now primarily a contact center company, substantially all our
revenue has been derived from our ISP operations. In March 2001, we acquired
National Online Services, Inc. ("NOL") from a then affiliate. NOL developed
and marketed internet provider services ("ISP") for small businesses. A majority
of the shares of NOL was acquired from our then principal stockholder. The
operations of NOL commenced during 2001. We continued and expanded the
operations of NOL as well as other ISP subsidiaries operating similar businesses
primarily with funds generated from operations, making considerable expenditures
for staffing and infrastructure. In the fourth quarter of 2003, we determined to
focus our energies on our contact center business providing services for third
parties using facilities we operate or will develop or acquire. Despite this
continued focus, our contact center business represents a small percentage of
our revenue. The effect of this transition on our revenues, income and capital
requirements is discussed below.
Prior to the acquisition of NOL, in November 2000 we acquired and then operated
Savoncalling.com L.L.C. a telecommunication "dial around" company. We ceased
SavOn's operations in early 2001 and petitioned for bankruptcy protection for
this entity thereafter. While SavOn's reorganization was approved, SavOn
presently has no business.
OVERVIEW
- --------------------------------------------------------------------------------
We presently derive our revenues from our contact center business and our ISP
business. Our recent and immediate financial condition and prospects have been
and will be affected by three significant factors:
o Our decision to concentrate our focus and resources on our contact
center business
o The suspension of marketing of our ISP Services
o The FTC Proceeding
CONTACT CENTER BUSINESS
- --------------------------------------------------------------------------------
Our contact center business is still in its initial stages. We have
approximately 1,000 operational seats in the Philippines supporting several
major clients. We are actively marketing our contact
24
center services and, depending on financing, will continue to build out
infrastructure and hire additional personnel.
In connection with our transition to a contact center business we hired
additional executives and personnel with expertise in the development and
management of contact centers. We have also hired business development personnel
in support of these efforts. We also incurred costs for due diligence, as well
as professional fees and travel in conjunction with the establishment of these
contact centers prior to operations. During a substantial portion of this start
up period, our revenues were interrupted or declining.
We began operations at two facilities in the Philippines in the spring of 2004
and now have 1000 operational contact center seats. These activities required
substantial funds for infrastructure, acquisition costs, and facilities
development. We will incur similar costs and use significant funds as we
endeavor to open additional facilities. Some of our capital expenditures may be
satisfied with equipment leases and financing arrangements with landlords. The
amortization of these build out costs will be included in future rental
payments. In addition to these capital expenses, we are incurring and will
continue to incur increased operation expenses such as rent, licenses, payroll
and other administrative expenses.
With our sales efforts beginning to yield new service contracts, integration and
training considerations mean significant contact center revenue will not be
forthcoming until these contracts have somewhat matured. While we may control
some associated ramping costs (managing payroll costs as by only hiring as
required, for example), we anticipate losses during this period. This is due to
the initial investment requirements and timeline required to realize significant
revenue.
The revenues for our contact center business should depend upon several factors
including:
o Sales activities culminating in client contracts
o The associated ramp time to fulfill these contracts
o The rate of compensation
o Operational efficiencies
o The pace of capacity expansion
o Our contact center market may be affected by general economic
conditions, business requirements for telemarketing programs and the
effect of any future governmental regulations.
Revenues from contact center operations are derived from telemarketing,
televerification, and customer support services provided to clients based on
individual business requirements. Depending on the contract under which services
are provided, the company may earn revenues on a commission basis, a performance
basis, an hourly basis, or a blend of the three.
25
Cost of sales consists of direct payroll costs, recruitment and training of
personnel and communication costs.
On an ongoing basis, the most significant expense of our contact center business
will be labor costs for agents, supervisors and administrators as well as
commission paid to brokers. As indicated above, direct labor costs are part of
cost of sales and other labor costs will be expensed under selling, general and
administrative expenses. We also incur substantial rental payments for our
leased facilities. Depreciation expenses will continue to increase because of
increased equipment purchases. Equipment lease payments will also increase for
the same reason as well as amortization of landlord financed facility
improvements. Because of increased borrowing for our facilities and equipment,
interest expenses should also increase.
ISP BUSINESS
- --------------------------------------------------------------------------------
While we are not presently marketing our ISP business, we are continuing to
service our existing customer base. Our ISP business essentially consisted of
the marketing of value-added ISP services primarily through third party
facilities. We do not operate our own network but use third parties to obtain
access to the Internet for our clients. Prior to 2004 when we suspended
marketing efforts, the key to this business was the marketing effort to obtain
customers. The customer base grew as a direct result of the marketing efforts.
ISP revenues are derived from monthly fee charges obtained through local
exchange carriers (LECs) facilitated billing. ISP revenues and cash flow were
affected by several factors:
1) Hold backs and reserves by our billing houses and LECs
2) Regulatory actions
3) Customer cancellations
Our cost of sales include: (1) the direct costs of customer acquisition:
telemarketing and fulfillment and (2) the costs of maintaining our customer base
including customer care and telecommunication costs for Internet access. The
telemarketing and fulfillment costs are incurred upfront charges at customer
activation. This represents the majority of the cost of sales. Conversely, the
costs of maintaining our customer base represent a much smaller proportion of
the cost of sales.
Historically, we experienced a high cancellation rate among our ISP customers.
This necessitated ongoing marketing efforts to replace and expand our base. The
size of our base was critical from a cash flow standpoint. The free trial
period, high cost of sales, and the length of the collection period, translated
to substantial outlays of cash for customer acquisition prior to the receipt of
associated revenues.
26
The efforts to increase our customer base were thwarted to a substantial extent
by regulatory action that prevented marketing in certain areas and, for a period
of time, prohibited all marketing activities. As previously discussed, on
October 30, 2003, the Federal Trade Commission enjoined us and certain of our
subsidiaries from marketing and billing our ISP services. In November 2003, we
were permitted to resume marketing efforts. We limited marketing of our ISP
services after November 2003 and in early 2004 elected to concentrate our
efforts on our contact center business. We are still servicing our existing
customer base for relatively nominal cost. Since our customer base now consists
of seasoned customers both our rate of attrition and bad debt write-off are
lower. Based on current attrition rates we believe we will continue to derive
revenues on a declining basis for several years.
Because we are not marketing the ISP business, our cost of sales has and should
continue to decline, thereby increasing gross profit margins for this business.
FTC PROCEEDING
- --------------------------------------------------------------------------------
The proceeding, which commenced in October 2003, temporarily enjoining our ISP
operations, resulted in a reduction of our revenue and substantial legal
expenses. This contributed to resulting losses and deprived us of cash from
operations. These effects were compounded by a temporary asset freeze and
escrow. The combined factors resulted in significantly reduced working capital
and delayed implementation of our new business direction compelling us to
initiate certain cost cutting measures in early 2004. The proceeding has no
additional long-term impact on our business operations in large part because we
are no longer actively marketing ISP services.
CURRENT TRENDS
- --------------------------------------------------------------------------------
The trend of our revenue and income over the next several quarters depends upon
several variables, some of which cannot at this time be ascertained
definitively. Revenue from ISP sources will decline as a result of suspended ISP
marketing activity and a declining customer base. During our initial phase of
contact center operations we will incur development and startup associated
losses. Depending on obtaining new contracts and implementing existing ones, we
believe revenues from our contact centers will increase thereby offsetting lost
ISP revenues in the future. Because we have elected to proceed with the
expansion of our contact center business, we will have a need for substantial
capital (as discussed under "Liquidity")
If we acquire the business of IMS in January 2005 pursuant to our agreement our
contact center revenues and overall revenue will increase dramatically. Since
the acquired company has been incurring losses, there is no assurance we will be
able to operate this new subsidiary profitably.
27
ACCOUNTING ISSUES
RESTATEMENT
- --------------------------------------------------------------------------------
We have restated our previously issued financial statements for 2002 as follows:
In 2002 we entered into an agreement to restructure certain debt
to a stockholder. We have determined that the transaction should
have been treated as the issuance of a new note with a loss on
debt extinguishment, which includes the value of warrants as of
the date of grant. For the three months and nine months ended
September 30, 2003, amortization expense was reduced by $125,000
and $375,000, respectively, due to the reversal of amortization of
the originally recorded loan restructuring costs. The new note was
recorded at fair value, which resulted in our recording a
discount. The 2003 financial statements have been restated to
reflect the amortization of the discount of the new loan over two
years.
We have recorded the new note resulting from the debt
restructuring at fair value net of a discount.
The foregoing restatement is described in further detail in Note 2
to the financial statements.
ACCOUNTING POLICIES AND PROCEDURES
- --------------------------------------------------------------------------------
On an ongoing basis, management evaluates its estimates and judgments, including
those related to revenue recognition, allowance for uncollectible amounts,
impairments of intangible assets, recognition of deferred income tax items,
stock-based compensation, bad debts, and intangible assets. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies, among others,
affect its more significant judgments and estimates used in the preparation of
its consolidated financial statements.
REVENUE RECOGNITION
- --------------------------------------------------------------------------------
Our ISP revenues are derived from fees for providing small businesses with
Internet access, websites, and e-mail accounts through reselling dial-up
Internet access services. Customers are billed monthly, following an initial 30
day free trial, and the revenue is recorded over the period in which the
services are provided. Deferred revenue represents the unearned, billed revenue
at the end of an accounting period. We contract with external entities for
billing and collection services. Those entities require that certain holdbacks
and reserves be maintained to allow for the possibility that amounts will not be
collected, refunds will be made, or adjustments to customer accounts will be
allowed. These holdbacks and reserves are included in accounts receivable. We
provide an allowance for lack of collectability of these amounts approximately
equal to fifty percent of the amounts held or reserved. This allowance is
estimated based on historical experience.
28
In most cases for our contact center business, the revenues generated under
these types of arrangements are billed on a weekly basis, for the preceding
week, and are recognized as revenue during the period in which the services are
provided. In general, customers are required to remit payment to the Company
within seven days of invoicing.
In other instances, the Company is compensated based on the percentage of sales
revenue generated for its customers over a predetermined period of time. In
other instances for our contact center business the Company's customers report
billings for sales generated by the Company on a monthly basis, at which time
the Company invoices the customer for the preceding month's activity. The
customer is required to remit payment within 60 days of the close of the month
in which the billings occur. The Company recognizes revenue during the periods
in which its customers' bill for the services sold through the telemarketing
efforts. The Company also earns an additional "bonus commission" equal to a
predetermined percentage of estimated annual sales for each sale generated. The
Company receives the payment within 60 days of the initial sale and may be
required to return a pro rata portion of the payments in the event a customer
cancels the service sold within a one-year period. The Company recognizes the
revenue related to these commissions over a one-year period beginning with the
date the initial sale was made. The portions of the payments received that are
subject to be returned to the customer are recorded as deferred revenue.
Individual contracts are negotiated on a case-by-case basis and the terms of
future arrangements may vary from the foregoing.
IMPAIRMENT OF INTANGIBLE ASSETS
- --------------------------------------------------------------------------------
In connection with the acquisition of a minority interest in NOL we recorded
goodwill. SFAS No. 142 "Goodwill and Other Intangible Assets" requires that
goodwill no longer be amortized, but rather be evaluated for possible impairment
at least annually. Our policy calls for the assessment of any potential
impairment at least annually or more often if events or changes in circumstances
indicate that the carrying value may not be recoverable. If an evaluation of
undiscounted cash flows indicates impairment, the asset is written down to its
estimated fair value based on discounted cash flows. We did not recognize any
impairment charges for goodwill during the nine-month period(s) ended September
30, 2004 and 2003.
29
DEFERRED INCOME TAXES
- --------------------------------------------------------------------------------
Through December 31, 2003 we incurred significant net operating losses for
income tax purposes. As of December 31, 2003 we had net operating loss carry
forwards available of approximately $19 million. As a result of ownership
changes occurring in June 2002, our operating tax loss carry forwards are
subject to certain limitations.
In addition, tax laws require items to be included in our tax return at
different times than those items are reflected in our financial statements. Some
of these differences are permanent and some differences reverse over time. These
timing differences, as well as the net operating loss carry forwards, create
deferred tax assets and liabilities. Deferred tax assets generally represent
items that can be used as a tax deduction in our tax return in future years. We
establish valuation allowances for our deferred tax assets when we believe
expected future taxable income to offset those deductions is not likely. Based
on our historical earnings history, we have established a 100% valuation
allowance for our net deferred tax assets.
STOCK BASED COMPENSATION
- --------------------------------------------------------------------------------
Historically we have used stock options and warrants as a method of compensating
employees, contractors, and creditors for services provided. We account for
options and warrants granted to non-employees at fair value. We account for
options granted to employees using the intrinsic value method. The intrinsic
value method measures the value of the option as the difference between the
exercise price of the option and our stock price on the date of grant. Usually
we do not recognize any compensation expense in connection with employee
options, as the exercise price is generally equal to the stock price on the date
of grant. Under the fair value method we measure the option or warrant at the
date of grant using the Black-Scholes valuation model. The model estimates the
value of the option or warrant based on a number of assumptions, such as
interest rates, our stock price, the expected life of the option or warrant and
dividend yield.
RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
The Company conducts significant transactions with related parties. which are
now subject to the approval of our Independent directors. All material
relationships with related parties are disclosed in notes to the financials
statements in accordance with generally accepted accounting principles and the
rules and regulations of the Securities and Exchange Commission.
30
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2004
TO NINE MONTHS ENDED SEPTEMBER 30, 2003
GENERAL
- --------------------------------------------------------------------------------
Set forth below are comparisons of financial results for the quarters ended
September 30, 2004 and 2003 and the nine months ended September 30, 2004 and
2003. These comparisons are intended to aid in the discussion that follows. This
discussion and analysis should be read in conjunction with the financial
statements and related notes contained elsewhere in this prospectus.
NINE MONTHS ENDED SEPTEMBER 30,
- -------------------------------------------------------------------------------------------------
2003
ITEM 2004 (RESTATED) CHANGES % OF CHANGES
---- ---- ---------- ------- ------------
Revenue 13,529,770 30,192,199 (16,662,429) -55.2%
Cost of Sales 3,869,367 13,446,849 (9,577,482) -71.2%
Gross Profit 9,660,403 16,745,350 (7,084,947) -42.3%
Expense (exclusive of 13,607,517 11,143,662 2,463,855 22.1%
Depreciation)
Depreciation 788,845 128,380 660,515 514.5%
Interest Expense 2,825,443 316,470 2,508,973 792.8%
Other Income 1,132,724 - 1,132,724 -
Net Income (Loss) (6,428,728) 4,665,666 (11,094,394) -237.8%
The revenue for the nine-month period decreased from $ 30,192,199 in 2003 to
$13,529,770 in 2004. Since we determined to focus our resources solely on our
contact center business, we are no longer marketing our ISP services, therefore
no new customers have been added. As a result, our ISP Revenue has been
declining. We expect a gradual continued decline of revenues from the ISP
business and an increase in revenue from our contact center business. Our
decline in revenues occurred notwithstanding that our revenue from our contact
center business for the three month and nine-month periods were $878,554 and
$1,019,295 respectively.
31
Our cost of sales for 2004 includes the costs of providing services to our
customer base. This includes customer care costs and telecommunication costs for
our Internet provider services. The costs of maintaining service to our customer
base represent a much smaller component of cost of sales but are an on-going
cost. As a result, our cost-of-sales have declined significantly in 2004. Our
costs in 2004 were $9,577,482 lower for the nine-month period. This decrease
resulted because of a decline in telemarketing efforts due to our emphasis on
our new business direction. The forgoing decline occurred notwithstanding an
increase in our contact center business costs, consisting primarily of labor,
telecommunication and commissions. The cost of sales for 2003 reflects high
telemarketing costs resulting from increased ISP marketing efforts in the third
quarter of 2003.
The gross profit for the nine-month period for 2004 was $9,660,403 compared to
$16,745,330 for the nine-month period in 2003. The decrease in gross profit
resulted from lower sales notwithstanding a reduction in the costs of sales.
Notwithstanding the decrease in gross profit, our gross profit margins increased
substantially from 55.5% for the nine month period in 2003 as compared to the
nine-month period for 2004 of 71.4%. Our increased gross profit margins are a
result of decreased telemarketing and fulfillment costs as described above.
Depreciation expense for the nine-month period of 2004 was $788,895 compared to
$128,380 for the nine-month period in 2003. The increase in depreciation expense
is due to depreciation of significant acquisitions of property and equipment
related to the development of call centers in the Philippines in 2004.
Total expense (exclusive of depreciation) for the nine-month period for 2003 was
$11,143,662 as compared to $13,607,517 for 2004. Included in these expenses is
an increase of $966,727 in selling, general and administrative expenses
resulting from increased salary, travel and professional fees for our contact
center business. This was in part offset by a decline in bad debt expense due to
a decrease in the amount of charges to the holdback and reserves of our billing
houses as a result of decreased billings from our ISP business.
As a result of the foregoing we had a loss from operations for the nine-month
period of 2004 of $ 4,736,009 as compared to a profit of $5,473,308 for 2003.
Interest expense for the nine-month period of 2004 was $2,825,443 compared to
$316,470 for the nine-month period in 2003. The increase in interest expense is
mainly due to the amortization of discounts on convertible debt issued during
the second quarter of 2004. $7,500,000 of convertible notes with detachable
warrants was issued during the second quarter of 2004. Fair values assigned to
the warrants and beneficial conversion features are charged to interest expense
over the lives of the notes. $1,500,000 of the notes were repaid or converted in
the second quarter, resulting in approximately $1,220,000 of interest related to
the warrants and beneficial conversion features being charged to expense in the
second quarter of 2004.
32
During the third quarter of 2004, we had a gain on extinguishment of debt in the
amount of $859,287 as a result of the modification of the terms of $6,500,000 of
convertible debt. The modification was treated, in accordance with generally
accepted accounting purposes as an extinguishment of the old notes and the
re-issuance of new notes. See Note 6 to the financial statements included
herein. During the second quarter of 2002, we had a gain on extinguishment of
debt of $281,250 as a result of the repayment in cash of certain convertibles.
We did not have any provision for income taxes in 2004 because of the operating
losses. We had an income tax provision of $491,172 for the nine-month period in
2003.
As a result of all of the foregoing, the nine-month period in 2004 shows a loss
of ($6,428,728) compared to net income for the nine-month period for 2003 of
$4,665,666.
COMPARISON OF FISCAL YEAR 2003 TO FISCAL YEAR 2002
GENERAL
- --------------------------------------------------------------------------------
Sets forth below are comparisons of financial results for the prior two fiscal
years. These comparisons are intended to aid in the discussion that follows.
This discussion and analysis should be read in conjunction with the financial
statements and related notes contained elsewhere in this report.
2002
ITEM 2003 (RESTATED) CHANGES % OF CHANGES
---- ---- ---------- ------- ------------
Revenue 36,404,803 26,250,851 10,153,952 38.7%
Cost of Sales 16,725,774 17,781,967 (1,056,193) -5.9%
Gross Profit 19,679,029 8,468,884 11,210,145 132.4%
Expense (exclusive of 14,869,142 10,223,529 4,645,613 45.4%
Depreciation)
Depreciation 214,299 98,557 115,742 117.2%
Interest Expense 542,280 497,702 44,578 9%
Loss on extinguishment
of Debt obligation 9,550,700 (9,550,700) 100%
Net Income (Loss) 4,379,160 (11,944,922) 16,334,082
Cash, Accounts 7,867,041 4,739,186 3,127,855 66%
Receivable & Prepaid
Expense
Our revenues increased from $26,250,851 in 2002 to $36,404,803 in 2003. There is
generally a correlation between the marketing of our ISP services and future
revenues (after the trial period) for customers obtained during the marketing
effort. While our telemarketing efforts for the latter part of 2003 were reduced
(particularly after the FTC proceeding) we nevertheless increased our revenue.
This was because we had significant marketing campaigns in the latter part of
2002 and early 2003. In addition our customer base had grown substantially
during the year so that a high level of revenues were retained for a portion of
the year even when our market efforts were diminished. Our revenue grew even
though we could we could not bill our ISP customers for a portion of the year.
33
Our telemarketing and fulfillment costs are initial upfront charges incurred
when an ISP customer signs up and represent the most significant component of
cost of sales. Conversely, the costs of maintaining our customer base represent
a much smaller component of cost of sales. Our costs of sales in 2003 were
approximately $340,000 lower than costs for 2002 despite an increase in
revenues. During 2003, we had a significant decrease in ISP telemarketing
expenses. This decrease resulted from reduced costs from using lower cost
offshore facilities, a decline in telemarketing efforts due to our emphasis on
our new business directions as well as the effects of the FTC proceedings. The
cost of sales of 2002 also reflects high telemarketing costs resulting from
increased ISP market efforts in the third quarter of 2002.
Our gross profit was $19,679,029 in 2003 compared to $8,468,884 in 2002. The
increase in gross profit resulted from higher sales accompanied by reductions in
costs, all as discussed above.
Total expense (exclusive of depreciation) increased from $10,223,529 in 2002 to
$14,869,142 in 2003. Included in these expenses is an increase of $ 3,768,718 in
selling, general and administrative expenses. This increase was the result of
the increased professional fees incurred in connection with our defense of the
FTC Proceeding and increased expenses incurred with our new business consisting
of increased salary, travel, and professional fees. Fees paid to a related party
increased by approximately $2,730,000. This was in part a result of increased
payments under the payment agreement with these parties because of increased
revenues of the ISP subsidiaries. The increase includes $1,050,000 for
subcontract services primarily for our new business, which was not incurred in
2002.
As a result of the foregoing we had income from operations of $4,595,588 in 2003
compared to a loss of ($1,853,202) in 2002.
34
In 2002, we had a loss on debt extinguishment of $9,550,700. This arose with an
agreement of a note holder not to call the note for a fixed period. This
deferral of the right of demand was treated as an extinguishment of debt. The
amount of the loss represents the value of the consideration received from us
for this deferral. We also had a slight increase in interest in 2003, which was
more than offset by a gain of $324,966 on a settlement of debt in connection
with the reorganization of SavOn.
We did not have any tax expenses in 2003 because of the use of our net operating
loss carry forward.
As a result of all of the foregoing, we had net income of $4,379,160 for 2003
compared to a net loss of $11,944,922 in 2002.
COMPARISON OF FISCAL YEAR 2002 TO FISCAL YEAR 2001
2002 2001
ITEM (RESTATED) (RESTATED) CHANGES % OF CHANGES
---- ---------- ---------- ------- ------------
Revenue $ 26,250,851 $ 1,189,723 $ 25,061,128 2100%
Cost of Sales $ 17,781,967 $ 1,684,615 $ 16,097,352 955%
SG&A $ 10,223,529 $ 2,304,865 $ 8,017,221 347%
Net Operating Income $ (1,853,202) $ (2,799,757) $ 946,555 34%
(Loss)
Net Income (Loss) $(11,944,922) $ (2,984,598) $ (8,960,324) 300%
Our revenues increased from $1,189,723 in 2001 to $26,250,851 in 2002. This is
because we had a full year's sales of the Internet Services as well as increased
volume in 2002 due to aggressive telemarketing efforts.
Our gross profit was of $8,468,884 in 2002 compared to a loss of $494,892 in
2001. The increase resulted from higher sales and the ability as a result of
increased revenue to cover fixed costs accompanied by reductions in
telemarketing and other third party costs per customers.
During 2002, our selling, general and administrative expenses increased from
$2,304,865 to $10,223,529 reflecting higher personnel costs to meet increased
volume and development of new products. We outsourced many customer service
functions and were able to reduce our payroll expense substantially.
Interest expense increased approximately $448,000 in 2002 as a result of
increased borrowings. As a result of all of the foregoing, we had a loss from
continuing operation of $10,048,402 in 2002 compared to a loss of $452,031 in
2001. Amortization expenses in 2001 were approximately $360,000 reflecting nine
months of amortization of the National Online acquisition that occurred in 2001.
Because we discontinued SavOn's operations in 2001 we had a gain of
approximately $267,000 in 2001 from discontinued operations compared to $43,318
of these costs in 2002.
35
LIQUIDITY
We had working capital of approximately $2,954,188 as of December 31, 2003 and a
working capital deficit of $3,363,674 on September 30, 2004. We had negative
cash flow from operations in 2004 but had positive cash flow through September
30, 2004 as a result of financings during 2004.
HISTORICAL CAUSE OF PRIOR LIQUIDITY ISSUES OF ISP BUSINESS
- --------------------------------------------------------------------------------
At the inception of our ISP business we experienced substantial liquidity
problems due to the gap between the receipt of revenue and the payment of
expenses. This resulted from the long collection cycle of billing houses and the
one month free service provided to the customer. In addition, the liquidity
issue was partly exacerbated by uncollectible receivables, which reduced the
potential cash available. The size of the customer base during the initial
period was not sufficient to overcome the foregoing gap. During 2002, we had a
large enough customer base to overcome the gap.
LIQUIDITY ISSUES
- --------------------------------------------------------------------------------
Prior to the FTC Proceeding in October 2003, we believed we would be able to
continue to meet our obligations arising from our existing ISP business through
cash flow from operations but would need additional financing to fund our entry
to the contact center business. As a result of the proceeding we were deprived
of substantial cash because of the asset freeze and escrow and incurred
substantial expenses and interruption of revenue and billing. As a consequence
we were unable to pay all of our expenses in the normal course of business. We
therefore were compelled to take several measures including the reduction of
personnel, temporary reduction of executive salaries, and postponement of most
activity relating to our new business initiative. Notwithstanding a resolution
of the FTC matter our liquidity problems continued particularly as we determined
to proceed with our new contact center business. This direction required
increased capital expenditures and operating expenses in excess of cash flow. In
2004 we received additional financing (described under "2004 Financing") which
enabled us to begin implementation of our plans. We have proceeded with the next
level of plans in the belief that financing would be available and we have made
commitments based on that belief. Since some obligations were due ahead of
financing receipts we are experiencing significant cash flow problems. There is
no assurance we will obtain adequate financing. In addition there are notes
aggregating over $3,400,000 plus accrued interest, which are due or may become
due by January 2005. We had made arrangements with holders of $1,000,000 of
principal amount of these notes to extend the due date for a significant portion
of this amount. A note for approximately $2,400,000 can be called on demand
beginning January 2005. The holder agreed to receive payments of $300,000 per
month without waiving its right to demand payment. We have reached an agreement
in principle to extend the due date.
36
DEVELOPMENT MILESTONES
- --------------------------------------------------------------------------------
Depending on financing and other factors we intend to add approximately 4,200
additional seats in the Philippines over the next four quarters. The following
discussion sets forth our anticipated milestones, a two-phase plan for achieving
our goals together with the required funds, beyond receipts from our service
contracts.
Phase 1, to be completed in the Q2 2005, begins with the completion of the
balance of approximately 1,900 seats at our flagship center, Epixtar House,
located in Manila as well as the completion of 1,000 seats at the newly leased
Epixtar Plaza on the site of the former Clark Air Force Base. The total cash
outlay to complete this phase is forecast at approximately is $5,000,000.
Phase 2, contemplates the completion of (a) Epixtar Centre, a 1,290 seat center
located in Aseana Business Park in the Makati section. The lease negotiations
for Epixtar Centre will be complete in early January. Development will begin
soon after with completion expected in Q3 2005 (b) Epixtar Subic projected at
1,073 seats located in Subic Bay. The total cash outlay to complete Phase 2 is
projected at $8,500,000.
The total cash outlay for both phases is expected to be $13,500,000.
Pursuant to our definitive acquisition agreement with IMS expected to close in
early January, we will have an additional 500 seats of which 100 will be located
on the Philippines with the balance at three domestic locations. As a result of
the acquisition we will require funds for the acquisition and working capital
after the acquisition.
CAPITAL TRANSACTIONS
LOAN TRANSACTION 2001
- --------------------------------------------------------------------------------
As of October 31, 2001 we entered into a Security Agreement and issued a
promissory note to Brookfield Investment Ltd. in the amount of $2,474,000 to
cover the prior advances made by Brookfield. The note was to be increased to
reflect any future advances which ultimately were never made. The note is
payable by us on demand and the principal amount (exclusive of interest accrued
prior to the date of the note) accrues interest at a rate of 7% per year. The
Security Agreement granted Brookfield a security interest in our accounts
receivable as well as those of all our subsidiaries.
The parties agreed in principle on November 2, 2002, to modify the Brookfield
Agreement and related note obligations to defer demand for payment (except on
non payment defaults) until January 2005. Brookfield also agreed to subordinate
its security interest to financing lenders. We agreed to pay accrued interest on
the note by July 2003 and issued Brookfield a warrant to purchase 4,000,000
shares of our common stock at an exercise price of $.50 per share. In 2003
Brookfield also surrendered its entire security interest so that the note is
presently unsecured.
FACTORING AGREEMENTS
- --------------------------------------------------------------------------------
In 2003, two of our ISP subsidiaries entered into a factoring and security
agreement with Thermo Credit, L.L.C. We were able to sell receivables for half
of their face value with the balance paid upon collection. We paid fees to the
factor depending upon the length of collection of the receivable sold. Upon
completion of our note financing we terminated our factoring arrangements and
paid the factor approximately $708,600.
One of our ISP billing agents also continues to advance a portion of the amount
billed on a factoring basis.
PREFERRED STOCK
- --------------------------------------------------------------------------------
In a June 2003 private placement, we sold 23,510 shares of our convertible
preferred stock for an aggregate gross consideration of $2,351,000. For each
share sold, the purchasers received five year warrants to purchase fourteen
shares of our common stock at an exercise price of $7.00 per share (which has
since been reduced to $3.46 pursuant to the terms of the Warrant). The preferred
shares were convertible at an initial conversion price of $3.50 which has been
reduced to $2.00 pursuant to performance standards. The price is subject to
further anti-dilution provisions. Approximately 7,010 shares have been converted
into shares of our common stock.
37
CONVERTIBLE DEBENTURES
- --------------------------------------------------------------------------------
In December 2003, we received $500,000 from a small group of primarily
institutional lenders. We issued to the lenders seven percent one year secured
notes convertible into shares of our Common Stock at $4.00 per share. We also
issued to the lenders five year warrants to purchase 62,500 shares of our common
stock at an exercise price of $5.00 per share. Both the notes and warrants are
subject to anti-dilution provisions, including price dilution, which as of
September 30, 2004 have resulted in the reduction in the conversion rates and
exercise prices to $2.39 and $4.09, respectively. The lenders have received a
security interest but subject to certain conditions it is second to existing and
future security interests. We have the right to compel conversion or exercise of
a portion of the notes and warrants depending upon market condition and other
factors.
2004 FINANCINGS
- --------------------------------------------------------------------------------
We have received $7.5 million in new financings. Laurus Master Fund, Ltd.
provided $5 million of this financing to us pursuant to a secured convertible
term note, of which $1,930,000 was to be held in a restricted cash account under
the sole control of Laurus and may be released upon the fulfillment of certain
conditions.
The term note matures in May 2007 and is convertible at an initial fixed
conversion price of $2.96. In connection with the issuance of the convertible
term note, we also issued to Laurus seven year warrants to purchase up to
493,827 shares of our common stock at prices ranging from $4.05 to $4.66. Of
these warrants, warrants to purchase 197,531 shares were originally
non-exercisable until the cash in the restricted account was released.
The remaining $2,500,000 was raised through the private sale of convertible
notes and common stock purchase warrants to accredited investors. Notes in the
principal amount of $1,000,000 or "Bridge Notes" were convertible at a price of
$2.37 per share and are secured. The holders of the remaining $1.5 million of
convertible notes had the right to convert their notes into shares of our common
stock at a price of $2.96 per share or receive the repayment of their principal
amount, plus interest. We have repaid $925,000 of the principal of these notes
with the balance converted into 195,552 shares of common stock.
In addition, the holders of the notes received five year warrants to purchase an
aggregate of 136,073 shares of our common stock at initial exercise prices of
between $5.05 and $4.66. The Bridge Notes and these warrants are required to be
converted or exercised in certain circumstances.
38
We also issued placement agent warrants in connection with each of the above
transactions. An aggregate of 254,316 shares of our common stock is subject to
these warrants of which warrants to purchase approximately 67,564 shares was
deferred until the restricted cash account referred to above is released. The
terms of the placement agent warrants are varied, as a portion of these warrants
were issued in connection with each transaction and the price and the number of
shares were determined in connection with each such transaction.
The exercise and conversion prices of all the above securities are subject to
price and other adjustment.
Each of the Notes contain restrictions on certain actions we may take, including
restrictions on dividends, stock repurchases, incurring indebtedness, creating
security interests in our assets and changing our business.
All the above-described securities are restricted and we have undertaken to file
a registration statement covering the resale of shares of Common Stock issuable
upon conversion of these notes and exercise of these warrants. Pursuant to a
registration rights agreement entered into with the holders of the above
convertible notes, beginning in October 2004, we must pay the holders of the
notes $100,000 for every 30 days until such time that the registration statement
covering the resale of the common stock issuable upon conversion of the notes
and exercise of the warrants becomes effective.
Because of our continuing capital requirements, we were required to obtain
release of amounts from some of the restricted or secured accounts pursuant to
agreements with Laurus and / or the Bridge Note Holders. In August 2004, Laurus
agreed to release $1,000,000 of the original proceeds of the Laurus Note placed
in a restricted bank account for the reduction of both the conversion price of
the Laurus Note and the exercise price of all Laurus' warrants to $ 2.15. All of
Laurus' warrants were made immediately exercisable. We had also agreed to
similarly reduce the exercise price of the placement warrants associated with
the Laurus transaction. In September 2004, we received approximately $400,000
from Laurus previously held in a restricted reserve account securing in part
notes held by Laurus and Bridge Note Holders aggregating $6,000,000. In
consideration for the release, we (i) reduced the conversion price of these
notes to $2.10 per share and (ii) granted new warrants to purchase 600,000
shares of our common stock at an exercise price of $2.15. The Laurus Note is
convertible into 2,380,952 shares of our common stock. Laurus received 500,000
of the additional warrants. The Bridge Notes are now convertible into 476,190
shares of common stock and the holders received a pro rata amount of 100,000 of
the additional warrants.
In connection with the purchase of equipment for our contact center business, on
October 12, 2004, we borrowed $500,000 pursuant to a 6% note due December 15,
2004. We have reached an agreement in principle to extend this due date. We are
in discussions to finalize and document our agreement. In connection with the
loan, one of our stockholders agreed to transfer to the lenders warrants
currently held by such stockholder to purchase 200,000 shares of our Common
Stock at an exercise price of fifty cents per share.
39
Commencing October 15, 2004 we and our wholly owned subsidiary Voxx Corporation
sold an aggregate of $3,097,500 principal amount of a new Joint 5% Unsecured
Subordinated Convertible Promissory Note due May 2007. Voxx is the holding
company for our subsidiaries that are operating our contact center business.
Pursuant to the Note, in the event Voxx becomes a public company, the then
outstanding Notes are immediately converted into shares of Voxx common stock.
The rate of interest will be increased to 10% per annum if Voxx does not become
a public corporation after one year. Until Voxx is a public company the holder
may convert his entire Note into shares of our Common Stock for one year at a
fixed conversion price related to market but not less than $2.25. Thereafter the
exercise price will be $1.00 or the market price on the one year anniversary of
the Notes. The Notes are subordinate in all respects to the Senior Debt. The
notes are part of Units that are currently being offered in a private placement
in an effort to raise up to $ 13,800,000. In addition to the note each Unit also
consists of the right to receive in the future (i) warrants to purchase our
Common Stock and/or (ii) warrants to purchase Common Stock of Voxx. If Voxx
consummates a Voxx public transaction then any unexercised warrants to acquire
shares of our common stock expires and the number of Voxx warrants to each
holder may be adjusted to reflect any prior exercise of warrants to acquire our
common stock. The securities sold have not been registered under the Securities
Act of 1933 nor will the securities offered be registered. These securities may
not be offered or sold in the United States by the investors absent registration
under the Securities Act of 1933 or an applicable exemption from registration
requirements.
OTHER FINANCING
- --------------------------------------------------------------------------------
We have also financed our expansion with equipment leases and landlord financing
for facility improvements. The latter are repayable through amortization
payments added to or paid with the rent for the facility.
COMPARISON OF CASH FLOWS FOR NINE MONTHS ENDED SEPTEMBER 30, 2004 WITH 2003
Our cash and cash equivalents as of September 30, 2004 were $1,723,305 compared
to $2,538,193 as of September 30, 2003 and $1,342,186 as December 31, 2003.
We had negative cash flows from operations of $2,310,924 for the nine-month
period of 2004 compared to a positive cash flow of $73,115 for the nine-month
period of 2003. The negative cash flow for 2004 was the result of the $6,428,728
net loss offset by non-cash charges to income related to the amortization of
beneficial conversion features and discounts on convertible debt of $2,412,722,
depreciation expense of $788,895, a gain on extinguishment of debt of 1,140,537
and other non-cash charges amounting to $917,383. Uses of cash that did not
affect net income included an increase in accounts receivable of $1,077,802, a
decrease in accounts payable and accrued expenses of $1,204,126 and a decrease
of deferred revenues of $674,908. These decreases in liabilities resulted from
decreased ISP activity. Cash flows from operations, of $73,115 for the
nine-month period in 2003, resulted from a $3,723,399 increase in accounts
receivable during a period of increasing revenues from our ISP business. The
$4,665,666 of net income was further offset by a decrease in deferred revenues
of $1,518,178 due to a large amount of 2002 billings being recognized in 2003.
Net cash used in investing activities for the nine-month period in 2004 was
$2,682,604 compared to $344,350 in 2003. The increase in capital spending is a
result of the development of the Company's contact center business in the
Philippines.
Net cash provided by financing activities for the nine-month period in 2004 was
$5,373,356 compared to $1,868,328 in 2003. The increase in cash flows provided
by financing activities for the nine months in 2004 is a result of the
$7,500,000 of debt financing, net of loan costs and the repayment of $925,000 of
the financing in 2004. In 2003, the cash provided by financing activities was a
result of the sale of preferred stock.
40
COMPARISON OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2003 WITH 2002
Our cash and cash equivalents as of December 31, 2003 were $1,342,186 compared
to $722,674 on December 31, 2002. This increase arose from financing activities
which resulted in positive cash flow of $2,576,279 in 2003 compared to $272,983
in 2002. This increase arose from our preferred stock financing and convertible
note financing resulting in gross proceeds of $2,351,000 and $500,000,
respectively. This was offset by negative cash flow from investing activities
and operating activities.
The negative cash flow from investing activities in 2003 arose primarily from
the purchase of $1,058,814 of equipment and property for our new business.
Our operating activities had negative cash flow of $472,464 in 2003 compared to
positive cash flow of $679,870 for 2002. The decrease resulted primarily from
the effects of the FTC proceeding, which resulted in significant revenue loss,
and expenditures for our new business.
SEASONALITY
- --------------------------------------------------------------------------------
Generally, our operations are not subject to seasonal factors. However, in
December 2002, we reduced our telemarketing activities because we believed
potential customers would be preoccupied with holiday activities. For the same
reason we did not resume our marketing efforts in late 2003 after we entered
into the stipulated preliminary injunction in the FTC proceeding.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
FOREIGN CURRENCY RISK
- --------------------------------------------------------------------------------
We are exposed to market risk associated primarily with changes in foreign
currency exchange rates. We have operations in the Philippines; however, both
revenue and expenses of those operations are typically denominated in the
currency of that country, providing a natural hedge.
Our financial statements are presented in U.S. dollars and can be impacted by
foreign exchange fluctuations through both (i) translation risk, which is the
risk that the financial statements for a particular period or as of a certain
date depend on the prevailing exchange rates of the various currencies against
the U.S. dollar, and (ii) transaction risk, which is the risk that the
functional currency of cost and liabilities fluctuates in relation to the
currency of our revenue and assets, which fluctuation may adversely affect
operating margins.
With respect to translation risk, even though the fluctuations of currencies
against the U.S. dollar can be substantial and therefore significantly impact
comparisons with prior periods, the translation impact is recorded as a
component of stockholders' equity and does not affect the underlying results of
operations.
INTEREST RATE RISK
- --------------------------------------------------------------------------------
A significant portion of our debt is subject to interest at rates that vary
according to changes in the prime rate, which rate has been increasing recently.
Accordingly, the Company's interest expense will increase with any future
increase in prime rates.
41
BUSINESS
Epixtar engages in two primary lines of business: Internet Service Provider
(ISP), and Business Process Outsourcing (BPO) concentrating on contact center
activities. Historically, our revenues were mainly derived from the ISP
business, which provides Internet services, including unlimited Internet access
and email, to small business subscribers. In the fiscal year ended December 31,
2003, our ISP business generated substantially all of our revenues. As a result
of ongoing interaction with the contact center industry as a result of our ISP
business, combined with extensive analysis of the contact center industry, we
have made the strategic decision to focus our energies and resources into
developing and operating offshore contact center services. Consequently, we
intend to maintain rather than expand our ISP business to concentrate efforts in
the offshore contact center services area.
In this spirit, we recently reorganized and transferred the wholly owned
subsidiary (Epixtar BPO Services Corp). to a newly formed, wholly owned
subsidiary, Voxx Corporation. Epixtar BPO is the owner of our existing contact
center subsidiaries and is expected to be the contracting party for service
agreements, which will be performed by Epixtar Philippines IT Enabled Services
Corporation and any other subsidiary that may operate a contact center. Voxx
Corporation is the holding Company for our Philippines-based contact center
business and is the indirect owner of Epixtar Philippines IT Enabled Services
Corporation. Voxx or one of its subsidiaries will be the owner of any new
subsidiaries formed for our contact center business. NOL Group, Liberty Online
Services, Inc., Ameripages, Inc., and B2B Advantage, Inc. are our subsidiaries
engaged in our ISP business (as described more fully below). All of these are
owned by NOL Group and are entirely distinct from our contact center businesses.
We were organized as a Florida corporation in June 1994 under the name
PastaBella, Inc. In 1997, we changed our name to Global Asset Holdings, Inc. We
adopted our current name, Epixtar Corp., in 2002. We had no business until
November 14, 2000, when we acquired an 80% membership interest in
SavOnCalling.com, L.L.C. for 2,000,000 shares of our common stock. SavOn was
engaged in the marketing and resale of domestic and international
telecommunications services. It is no longer in business and in 2003 was
reorganized under the federal bankruptcy law. We acquired NOL in March 2001 from
then affiliated party for shares of our common stock.
- --------------------------------------------------------------------------------
RECENT ACQUISITION
As of January 7, 2005 we completed the acquisition of all the shares of common
stock of Innovative Marketing Strategies, Inc., a Florida corporation.
The acquisition was made pursuant to an Acquisition Agreement entered into on
November 29, 2004 between Epixtar and the shareholders of IMS, Steven Rasmussen,
Bradley Yeater and David Mullaney. The agreed purchase price was $7,500,000. The
consideration to the Shareholders for the Acquisition also included the
substitution of our guarantee of IMS debt previously guaranteed by the
Shareholders. The amount of the purchase price payable at the Closing was
approximately $5,100,000, after deducting advances previously made by us and
agreed upon adjustments This amount is, payable pursuant to a non-interest
bearing note in 24 equal monthly installments beginning 30 days after the
closing. The Note is secured by a pledge of the shares of IMS acquired by us and
a subordinated security interest in our assets. We anticipate that this note
and a separate installment obligation to finder of $275,000 will be paid from
operating revenues.
42
IMS has six years experience in providing contact center services to the
financial services market. This expertise has yielded contracts with banking,
credit card, and mortgage companies. These services are currently delivered from
approximately 400 workstations at facilities located in Duluth, Minnesota;
Wheeling, West Virginia; and Pittsburg, Kansas. Its wholly owned subsidiary, IMS
International, Inc. (International), operates an additional 100 workstations
located in a contact center in the Philippines. Information technology, client
services, and select executive functions are conducted from a network operations
center (NOC) in North Carolina. The U.S. centers provide us with operations
expertise and geographic diversity for domain (financial services) knowledge and
redundancy. We believe that this will enhance our competitiveness.
Two of IMS' shareholders have been engaged as consultants to a subsidiary of
ours. The third shareholder has entered into an employment agreement with one of
our subsidiaries. Epixtar has agreed to guaranty or satisfy existing
indebtedness of IMS to one of the Shareholders through a cash payment and
issuance of our stock forty five days from the closing.
- --------------------------------------------------------------------------------
CONTACT CENTER BUSINESS
Since the beginning of 2004, we have placed our resources and energies in
developing our contact center business rather than expanding our ISP business,
which we no longer actively market.
43
OVERVIEW
- --------------------------------------------------------------------------------
Business Process Outsourcing (BPO) involves contracting with an external
organization to take responsibility for providing a particular business process
or function. Companies initially used BPO to achieve cost savings in
transaction-intensive, back office business processes. Beyond cost savings, BPO
adoption is driven by opportunities to qualitatively improve a wide range of
business processes and a desire to outsource certain activities so that
management can focus on its core products and services. Call center services,
also known as tele-services, are enabled on a global basis by the availability
of quality communications bandwidth at reasonable costs to such English speaking
countries as the Philippines.
The BPO market includes several functionally specific submarkets, such as human
resources, procurement, sales and marketing, finance and accounting, customer
management, facilities management, and training. Demand for BPO services has
experienced strong growth in recent years. Presently, our efforts are directed
toward the contact center portion of this market.
CURRENT TRENDS IN BPO
- --------------------------------------------------------------------------------
The scope of outsourced customer interaction has expanded from outbound
telemarketing calls to a broad spectrum of customer management services,
including customer care, technical support, in-bound sales (direct response) and
Internet-based interaction via e-mail and chat. The delivery platform has
evolved from single facility, low technology call centers to large, high volume
contact centers that use increasingly sophisticated networking, telephony and
Customer Relationship Management (CRM) technologies. Companies now concentrate
on brand building through improved customer care and increasing customer
relationship value by "up-selling" and "cross-selling" additional products and
services. Meanwhile global competition, downward price pressure, and rapid
changes in technology make it increasingly difficult for companies to
cost-effectively maintain the in-house personnel and infrastructure necessary to
handle all of their customer management needs. These trends, combined with
rapidly expanding consumer use of alternative communications, such as the
Internet and e-mail, has resulted in increased demand for outsourced customer
management services.
Among the factors that influence companies' outsource decisions include:
o Significant cost benefits
o Reallocation of resources and management to focus on core functions
o Increasing capital requirements associated with customer management
o Expenses associated with maintaining dedicated staff
o Increasing client expectations of corporate service levels
44
We expect corporations to continue to shift business processes from internal
operations to outsourced partners. International Data Corporation estimates that
the worldwide market for outsourced customer management services will grow from
$44 billion in the year 2004 to $64 billion by the year 2007.
TREND TOWARD OFFSHORE DELIVERY OF BPO SERVICES
- --------------------------------------------------------------------------------
To achieve improved BPO services at a reduced cost, many companies are moving
selected front and back office processes to providers with offshore delivery
capabilities. In recent years, fiber optic transport and Voice over Internet
Protocol (VoIP) telecommunications services have become widely available at
affordable rates. Simultaneously, offshore providers have become more accepted
and continue to grow in recognition and sophistication. Consequently, BPO
services companies have established offshore operations or operate exclusively
offshore.
PHILIPPINE-BASED DELIVERY MODEL
- --------------------------------------------------------------------------------
Based on extensive diligence we have elected to establish our contact centers
primarily in the Philippines. The Philippines is an attractive and growing
destination for offshore BPO with the third largest English speaking population
in the world. The Philippines has a large pool of skilled, college-educated
professionals who speak fluent English with minimal accents. Generally Filipinos
are familiar with Western business practices and have an affinity for U.S.
culture offering advantages to companies that provide services interacting with
U.S. consumers and businesses combined with greater facility in processing U.S.
business transactions. In addition, the Philippines has a well-developed
telecommunications and utility infrastructure as well as an attractive business
environment for BPO companies. We have leveraged the infrastructure via
high-capacity fiber optic lines provided through leading communications
companies to all of our locations in the Philippines.
The Philippine government has encouraged foreign investment and provided
significant assistance to our industry through the abatement of corporate income
taxes, changes to the country's educational curriculum and relaxation of certain
regulatory restrictions. The personnel and infrastructure available in the
Philippines enables us to provide BPO at a substantially lower cost than U.S.
outsourcing providers and, we believe, at comparable or superior quality levels.
We believe our educated, English-speaking workforce enables us to provide
consistently high quality BPO services at costs comparable to other offshore
locations and substantially lower than the United States.
45
Our offshore operations, particularly in the Philippines, have significant
advantages as follows:
o Low cost and well educated English-speaking personnel
o Existing robust telecommunication infrastructure
o Reduced operating costs, including lower fixed costs such as more
economical lease payments
o Historically lower personnel turnover rates which, in turn, reduces
the cost of training
o Government incentives and programs
o American familiarity and personality to service U.S.-based clients
IMPLEMENTATION OF OUR CONTACT CENTER BUSINESS
- --------------------------------------------------------------------------------
Voxx Corporation, Inc., a wholly owned subsidiary of Epixtar, operates and is
the holding company for our foreign contact center and BPO businesses. We are in
the process of aligning all of our foreign call center assets under Voxx, a new
U.S. entity recently incorporated. Through expertise gained via the operation of
our ISP business, hiring management talent, and acquisition activities, we have
developed a desirable and efficient model for BPO services in our offshore
operations. Through Voxx, we intend to take advantage of the growing market
trend for United States enterprises to outsource marketing and other functions
to offshore entities.
As part of our plan for success in this arena, we focused on gaining talent to
develop, acquire, and operate our contact centers; building contact center seats
through organic growth and acquisition; and expanding existing relationships. We
have also gained substantial expertise and operations effectiveness in various
aspects of our BPO business including product development, business development,
fulfillment, and support.
Prior to the third quarter of FY 2003, we did not operate contact center seats.
However, Epixtar trained contact center personnel, prepared scripts, and
monitored operations for compliance with Unites States law and our policies in
connection with customer acquisition campaigns for our own products and services
sold through third parties.
We currently operate 1,000 contact center seats and are targeted for development
of 5,548 contact center seats in Manila, Philippines. One of the facilities is
in Alabang, a suburb of Manila, which we have been operating since September,
2003 and completed the acquisition of the call center's assets in the first
quarter of FY 2004. The Alabang center currently has 150 operational seats. Our
second center is in Eastwood City, Manila, which currently operates 750 seats
and we expect to develop this, our flagship facility, to 1,862 seats. Eastwood
also serves as our regional headquarters for the Philippines. With our IMS
acquisition we operate 100 seats in a center in Makati, the central business
district of Manila. We have recently entered into an arrangement with another
call center operator to utilize the center at Alabang. Pursuant to this
arrangement, this operator will absorb all costs of operating this center and
pay us an additional $37,500 per month. The other operator shall have the right
to acquire the seats at Alabang from us for nominal consideration after two
years.
46
As we move forward with our seat development strategy, we plan to continue
hiring additional supervisory and staff personnel to support our facilities as
required. Additional capital equipment, by purchase or lease, in the Philippines
and Miami will also be required for this expansion.
Our development progress also includes the following:
o As set forth in "Business--Recent Acquisition" we have acquired all
the shares of IMS, including its operating subsidiary in Manila, IMS
International, with 100 operational seats. IMS and IMS International
have a complement of Fortune 500 clients in the financial services
sector whose contact center utilization is targeted to grow in the
Philippines. IMS operates approximately 400 seats across three U.S.
contact centers in Kansas, Minnesota, and West Virginia. In addition,
IMS operates a network operations center (NOC) in South Carolina. The
U.S. centers will remain in operation to source, test, and transition
business to our offshore facilities.
o We have signed five-year leases to occupy space in the Berthaphil
Business Park located in the Clark Special Economic Zone (CSEZ), the
former Clark Air Force base in the Philippines. The 31,280 square foot
facility at the site of the former Base Exchange (BX) along with a
newly constructed 21,011 square foot adjacent building will be renamed
Epixtar Plaza and have 1,073 seats of contact center capacity when
completed. We project to be fully operational at the site in the first
quarter of 2005.
o We have signed a lease approximately 5,500 square meters (about 59,201
sq. ft.) of new office space. The space represents the top level of a
two-story building that should be ready for occupancy in the late
second quarter of 2005. It is located in the Aseana area of Manila. We
anticipate that the new facility, once completed, will add an
additional 1,290 contact center seats to our Philippine operations.
o We have targeted Subic Bay Freeport as our next site for our contact
center operations in the Philippines. Subic provides a natural
location due to its highly desirable infrastructure, tax and duty free
exemptions on imported materials, supplies, capital equipment, and
other tax related advantages. Further, unrestricted entry of foreign
investments allows up to 100% equity in most economic activities.
Subic also provides geographic diversity, which allows the company to
gain access to additional labor pools.
47
The following chart contains a summary of current off-shore seats in operation
and targeted for development:
CENTER CURRENT OPERATIONAL TARGETED DEVELOPMENT
------ ------------------- --------------------
Eastwood 750 1,862
Alabang 150 150
Clark 0 1,073
Makati 100 0
Aseana 0 1,290
Subic Bay 0 1,073
----- -----
TOTAL SEATS 1,000 5,548
===== =====
- --------------------------------------------------------------------------------
We anticipate that each contact center will have the capability to operate 24
hours per day, seven days per week. We are initially targeting full occupancy
with the goal of two full shifts depending on availability of contracts. In
addition, each contact center will employ administration and supervisory staff.
Our contact centers are expected to have the capability for a variety of
outsourcing purposes but will be primarily providing in-bound and out-bound
services for our clients. Our contact centers are available to handle various
other outsourcing services for clients, including data management, business
processing, and fulfillment services.
The above description represents our present plans and is subject to change
based upon the availability of financing and other factors. The absence of
funds, construction and/or equipment delivery delays, and other factors could
prevent us from fulfilling all our plans and/or prolong the timetable.
48
CURRENT SERVICE ARRANGEMENTS
- --------------------------------------------------------------------------------
We, including IMS, currently have contracts to provide BPO contact center
services including:
CUSTOMER PROGRAM
- -------------------------------------------------------------------------------------------------------------------------
AT&T Sell a variety of Long Distance and access services
- -------------------------------------------------------------------------------------------------------------------------
American Red Cross* Set appointments for current Blood Donors
- -------------------------------------------------------------------------------------------------------------------------
First National Bank Omaha* Sell Credit Card Secure Credit Debt Cancellation Plan
- -------------------------------------------------------------------------------------------------------------------------
Metris Companies* Sell Banco Popular, Western Union, and Direct Merchants bank Cards
and upsell to Debt Waiver (loss of income protection) products
- -------------------------------------------------------------------------------------------------------------------------
Metris Companies Sell Debt Waiver (income protection) products to existing credit
card customers for Metris
- -------------------------------------------------------------------------------------------------------------------------
Metris Companies Solicit and transfer people who have been preapproved for
Ameriquest loan to a loan sales person to complete the sale
- -------------------------------------------------------------------------------------------------------------------------
Discover Financial Services* Offer current Discover card members a program to suspend payments
and finance charges during times of financial difficulty (disabled,
laid off, marriage, divorce, hospitalized, etc.)
- -------------------------------------------------------------------------------------------------------------------------
Discover Financial Services Offer current Discover card members a program to help protect them
from identity theft.
- -------------------------------------------------------------------------------------------------------------------------
Discover Financial Services Credit card acquisition
- -------------------------------------------------------------------------------------------------------------------------
Discover Financial Services Credit card acquisition - Student/ Campus
- -------------------------------------------------------------------------------------------------------------------------
Bertlesman Music Group (BMG)* Re-enrollment program for past customers
The largest direct to customer music service
in the world with millions of club members.
- -------------------------------------------------------------------------------------------------------------------------
49
- -------------------------------------------------------------------------------------------------------------------------
Colwell Salmon Communications* Sell to annual NAMG club members to upgrade their memberships to
lifetime memberships in a variety of clubs including health and
wellness, hunting, fishing, etc.
Turnkey market research and BPO
marketing company
- -------------------------------------------------------------------------------------------------------------------------
CompuCredit Credit card acquisition
Credit Card Company that markets general purpose
credit cards for the under-served market
- -------------------------------------------------------------------------------------------------------------------------
Tranzact (Cross Country Bank)* Credit card acquisition
- -------------------------------------------------------------------------------------------------------------------------
Telco Global Sell local/long distance service to customers in the United Kingdom.
Telecommunications Company recently purchased by
One.Tel, which is the leading alternative to
British Telecom providing services to over 1
million customers in the UK
- -------------------------------------------------------------------------------------------------------------------------
Reed Business Information* Renew controlled circulation subscriptions/sign on new clients that
meet set criteria, for various publications specifically target to
a certain market in accordance to strict BPA standards.
The largest business-to-business publisher in the
U.S. Reed Business Institute, with more than 7
million subscribers
- -------------------------------------------------------------------------------------------------------------------------
Juniper Bank* Serve as the only current TM provider for Credit Card Acquisition
One of the top 40 credit card issuers in the
country, focused primarily on partnership Credit
Cards (such as AirTran, Midwest, Arbor Day,
Frontier, Orbitz, and various other partnership
organizations).
- -------------------------------------------------------------------------------------------------------------------------
Apex-Cross Country Bank* Visa Gold acquisition calls
- -------------------------------------------------------------------------------------------------------------------------
50
- -------------------------------------------------------------------------------------------------------------------------
Technology Marketing Corporation* manages both the Magazine subscription renewals
CIS magazine and Internet Telephony magazine. This
is a barter agreement and we provide calling hours
for free advertising in the CIS magazine.
- -------------------------------------------------------------------------------------------------------------------------
Maple Life Financial B-to-B program that includes calling life insurance advisors about
using Maple Life Financial for their client's life settlement needs.
Premier and best capitalized life settlement
provider (formerly Stone Street Financial)
- -------------------------------------------------------------------------------------------------------------------------
Thomas Register/Thomas Publishing world's B-to-B program that includes several campaigns offering/renewing the
leading information and B2B e-commerce for Thomas Register Print/CD editions.
manufacturers
- -------------------------------------------------------------------------------------------------------------------------
Eli Research B-to-B program, sell industry specific newsletters. Program is a
60-day free trial offer for newsletter, Customer must option out to
cancel.
Information company providing high-quality
news and analysis for professionals who need
critical news and information to survive and
prosper.
- -------------------------------------------------------------------------------------------------------------------------
Netsource Communications/SBC SBC West Long Distance Program involves the sale of long distance
services to existing SBC local customers in the SBC West (PacBell)
territory and the sale of local win back and long distance to
non-SBC customers.
- -------------------------------------------------------------------------------------------------------------------------
Discount Communications - Top ten retailer for B-to-C program, Dish Network/DirecTV sales
Dish Network in the US
- -------------------------------------------------------------------------------------------------------------------------
Digital Video Vision/ Dish Network B-to-C program, Dish Network sales
- -------------------------------------------------------------------------------------------------------------------------
Dow Jones/ Wall Street Journal B2B offer of 40 free issues of the Wall Street Journal as a trial
that transcends into a 1 year subscription after the trial period
- -------------------------------------------------------------------------------------------------------------------------
MCI MCI B2B bundled unlimited local and long distance
- -------------------------------------------------------------------------------------------------------------------------
*As part of IMS acquisition
51
The above description represents our present plans and is subject to change
based upon the availability of financing and other factors. The absence of
funds, construction and/or equipment delivery delays and other factors could
prevent us from fulfilling all our plans and/or prolong the timetable.
COMPLEMENTARY SERVICES
- -------------------------------------------------------------------------------
Our centers are designed primarily to deliver teleservices -- services delivered
through telephone or Internet. Although we are concentrating on developing
processes and infrastructure for teleservices, our contact centers have the
capability to deliver various other outsourcing services for clients. These
services would be performed during hours of operation when calling to within the
continental United States would not be feasible. These services include, but are
not limited to:
o Transcription
o Data Entry
o Accounting
o Fulfillment Services
o Data Analysis
o Programming
SALES AND MARKETING
- -------------------------------------------------------------------------------
The Company has assembled a team of veteran sales executives possessing vertical
expertise and client services experience. Several call center service
executives, along with a nationally respected Direct Response sales executive,
have now joined the Company. This team, in addition to our executive team, we
believe, positions the Company with significant knowledge assets as well as with
an executive level, contact base in our targeted vertical markets consisting of
communications services and financial services.
Sales and marketing activities for all accounts are managed from the Company's
Miami headquarters. The Company views account management as a critical aspect of
service delivery effectiveness. The Company trains its account management
support team for each specific account, to monitor knowledge flow, and on
reporting standards and tools to keep staff and customers informed on a regular
basis.
52
Sales Strategy
The Company's sells its contact center services through a direct sales force
focusing on large enterprise customers, and via channel sales to develop
relationships with outside agents and brokers with direct entree into targeted
enterprises with the acquisition of IMS through domestic contact centers
intending to source programs offshore for existing clients with an expressed
desire to move their programs out of domestic facilities.
The direct sales model targets the overall total lifetime value of our
customers. This approach leverages existing client relationships by expanding
campaigns and providing capacity to scale. This recognizes the tendency of large
enterprises to run multiple campaigns concurrently and their willingness to
patronize a vendor that has a pre-existing relationship with the organization.
We also focus on gaining market share through developing business from potential
new enterprise customers that are primarily within the communications and
financial services vertical markets.
The Company sells and markets its clients' services while lowering their cost of
customer acquisition, customer retention, and customer win-back. While our
competitors focus on cost reduction and the benefits of labor arbitrage, we
believe our strategy and competencies give us an advantage over other
Philippines-focused players.
The Company offers its services at a far lower cost compared to U.S. service
bureau prices, with the ability to provide comparable services at a 30-50%
discount. These services will be continually developed and refined as market
conditions dictate. This approach differs from the majority of our competitors
that offer services based on operational efficiencies. This reflects the
Company's overall strategy of customer alignment and extensive consultation to
deliver services to meet each client's objectives.
The Company has created performance-based recruitment, training, and coaching
programs to support our agents' understanding of client objectives. This is
another source of differentiation in a market where the focus is generally on
technology, rather than agent development.
Another point of differentiation is an aggressive expansion plan to provide the
Company's clients with access to significant seat capacity to:
o Address the needs of large corporations and enable them to transfer
offshore, new and mature programs currently operating in the U.S.
o Establish and reestablish previously non-economically feasible sales,
marketing and other outbound campaigns.
53
The Company's economy of scale is an important factor leading to steadily
improved margins. We will capitalize on our scale and internal seat capacity to
achieve improved margins and reduce our per seat capital investments. The
Company will concentrate its communication of these points of differentiation on
industry verticals with the highest spending rates on teleservices. These
industries include telecommunications, information technology (Internet
services), financial services, and direct response. These industries
historically represent large consumers of contact center services and are
currently represented in the Company's current sales pipeline.
BPO REGULATION
- -------------------------------------------------------------------------------
The BPO is subject to federal and state regulation, including regulations of the
Federal Trade Commission. Depending on the nature of our telemarketing
engagement we may be subject to regulations governing communications with
consumers including regulations prohibiting misrepresentations in telephone
sales. Since we are dealing with United States consumers we are subject to the
various do not call regulations. In addition, limits on the transport of
personal information across international borders such as those now in place in
the European Union (and proposed elsewhere) may limit our ability to obtain
customer data. Additional federal, state, local or international legislation, or
changes in regulatory implementation, could further limit our activities or
those of our clients in the future or significantly increase the cost of
regulatory compliance.
BPO COMPETITION
- -------------------------------------------------------------------------------
We believe that the principal competitive factors in our business include the
ability to:
o Provide high quality professionals with strong customer interaction
skills, including English language fluency with neutral accents
o Offer cost-effective pricing of services
o Deliver value-added and reliable solutions to clients
o Provide vertical or industry specific knowledge and expertise
o Generate revenues and/or savings for clients
o Provide a technology platform that offers a seamless experience to our
clients and their customers
While we recently commenced our contact center business, we believe that we can
compete effectively on all of the above factors in our service delivery areas.
The global BPO services companies with whom we compete include offshore BPO
companies and U.S. based outsourcing companies. There are numerous BPO companies
based offshore in locations such as India, the Philippines, China, Latin
America, the Caribbean, Africa and Eastern Europe. Our contact centers will face
competition from established firms in the Philippines such as eTelecare,
Ambergris, Contact World, and GlobalStride Further, certain larger US based
contact center companies have entered the Philippine local market. These
companies also may have greater financial, personnel and other resources
including longer operating histories, more recognizable brand names and more
established client relationships. Most of these companies compete with us
primarily on price and are often able to offer lower costs to potential clients.
We seek to position ourselves as a service-focused company, with a workforce
attuned to U.S. culture and a focus on revenue generation for our clients. In
addition to our direct competitors, many companies choose to perform some or all
of their own outsourcing services.
54
CONTACT CENTER TECHNOLOGY
- -------------------------------------------------------------------------------
Our Network Operation Center (NOC) is housed in a collocation facility in Miami,
Florida. This collocation facility is a secured, fully monitored, communications
center that has redundant fiber optic lines, and multiple service and
communication provider facilities. The NOC is the central point of our
technology for our contact center business. It is the destination of all inbound
calls, the originating point to the domestic phone network for outbound calls
and the point of control for the CTI, or computer telephony integration. The NOC
is our hub for our technology enabling monitoring of activities, calls, and
network quality. The NOC is where the predictive dialer/ACD (automatic call
distribution) technology resides. When we develop multiple centers the NOC will
act as the hub for all global centers, enabling the operation of each center as
part of a global virtual center. Such a virtual center allows for more efficient
capacity management by directing spikes in utilization to any center connected
on the network that has excess capacity. Calls are transmitted to and from the
centers and agents via VoIP on leased broadband telecommunications lines to each
center.
In addition, IMS operates a network operations center in North Carolina. This
NOC complements our current NOC in Miami and provide additional facilities and
personnel.
Every agent at each contact center location will be utilizing a personal
computer and either an IP enabled phone, an analog or traditional phone or
communicate directly through the PC enabled as an IP phone, depending upon the
specific technology implemented in each case.
55
INTERNET SERVICE PROVIDER BUSINESS
Our Internet service provider, or ISP, services sold by several subsidiaries,
all of which provide similar services including access to the Internet through
dial-up networks of third parties. Each subsidiary includes a different item of
additional value. For example, one of our subsidiaries, B2B Advantage, is an
Internet service provider that combines an ISP service with portal access to a
third party service which provides extensive accounting and legal resources,
including legal forms. Other subsidiaries provide online yellow page listings
and customizable websites. We no longer actively market this service but
continue to service existing customers. The description below relating to
customer acquisition and regulation is largely historical.
Our Internet service provider subsidiaries marketed their services exclusively
to small business subscribers, much like America Online(R) markets membership
primarily to residential customers. It is estimated that a substantial number of
small businesses in the United States still do not have an online presence. We
believe our subsidiaries meet the needs of this class of small business by
providing nationwide unlimited Internet access and e-mail service; developing
unique branded and customized web sites and hosting services; featuring the
business prominently in the online True Yellow Pages directory; registering the
member-business in several major search engines; and delivering simple online
solutions for several areas of the member's business - all administered as one
service for one monthly fee. The monthly fee covers the Internet provider
services, yellow page listing and software and other valued-added services or
products. The fee is billed to the customer's telephone bill and remitted to us
by billing houses. Each of the local exchange carriers ("LECs") and billing
houses charge us a fee for billing and collection.
Set forth below are the names of our ISP operating subsidiaries with the dates
of each entity's original incorporation in Florida although each was
subsequently reincorporated in Delaware and are wholly owned by our wholly owned
Delaware subsidiary, NOL Group, Inc.
---------------------------------------------------------------
Corporation Date of Incorporation
---------------------------------------------------------------
National Online Services, Inc. February 22, 2001
---------------------------------------------------------------
Liberty Online Services, Inc. December 12, 2001
---------------------------------------------------------------
Ameripages, Inc. February 13, 2002
---------------------------------------------------------------
B2B Advantage, Inc. October 31, 2002
---------------------------------------------------------------
Above are all Delaware corporations
---------------------------------------------------------------
56
ISP CUSTOMER ACQUISITION
- --------------------------------------------------------------------------------
We utilized a form of marketing called "free to pay" conversion. This entails
offering a free trial period for our services. If the customer does not cancel
by the end of the trial period, the services will continue and the customer will
be billed. The Direct Marketing Association sanctions this method of marketing
and the Federal Trade Commission has published rules governing this type of
marketing.
To qualify for the free-trial offer, the customer provides advance consent for
billing should he or she choose to remain a customer after the free-trial period
ends. The authorization for billing is recorded for compliance with federal
rules and quality control purposes. A charge for the service or product is
submitted to the customer's phone company for billing and collected every month
thereafter on the anniversary of the conclusion of the free trial. Until
recently our ISP subsidiaries primarily used unrelated third party call centers
to market our services. The call center companies we utilized were located in
the Philippines, the Caribbean, India and the United States. Our contract with
these companies provided for the solicitation of customers in the United States
solely with leads provided by us using our approved sales procedures, including
required script and verification requests. The telemarketer is required to
follow quality assurance procedures which are described under "Regulatory and
Compliance Matters" in our Form 10-KSB for the year ended December 31, 2003
attached as Exhibit A hereto.
Some of the independent telemarketers used to acquire ISP customers were
entitled to a fee when they obtained a customer even if the customer canceled
after the trial period. However, we have withheld payments from these companies
for customers improperly obtained. We have also suspended and/or terminated the
arrangement for material breaches of our marketing agreements. During 2003, we
retained $453,680 of payments. In the course of review of verification recording
files by an independent company based in Manila, Philippines, improprieties were
discovered at three of our call centers located in India. As a consequence, we
suspended sales activities at these centers. After investigation, we implemented
a series of measures to prevent future problems. At the same time, we suspended
marketing of our One Nation Calling Plan provided through a separate tariff
communications subsidiary because this product was sold through these centers.
THIRD-PARTY BILLING COMPANIES FOR ISP
- --------------------------------------------------------------------------------
We utilize the services of independent third party billing houses to process
billing and collections for our ISP subsidiaries. The independent clearinghouses
perform several significant functions for our ISP subsidiaries on our behalf. We
submit our ISP billing to one or more billing companies on a weekly basis. These
bills are screened to eliminate customers who are not served with a LEC that
accepts billing or otherwise does not qualify. The bills are then submitted to
the respective LEC, which in turn bills the customer. Collected funds are
typically remitted to us within 60 to 90 days. The billing agent may also have
contact with the customer when questions arise concerning the bill. Some billing
companies offer advance funding arrangements with the availability and extent of
funding differing greatly. These arrangements are generally in the nature of a
factoring arrangement. The billing house purchases the receivable due us giving
us a percentage of the amount. The balances less fees and charges are paid upon
collection. One of these billing companies terminated their relationship with us
in early 2003. See "The Business Summary of Epixtar and Voxx -- Epixtar's
Internet Service Provider Business -- ISP Regulatory and Compliance Matters."
Our subsidiaries currently use three independent billing houses.
57
ISP CUSTOMER CARE
- --------------------------------------------------------------------------------
At one point, our customer care had been outsourced to a call center in Manila.
We have transitioned our operation to our Miami office. Customers might call
customer care for a variety of reasons including technical questions about the
Internet access, e-mail configuration or website editing; service questions such
as what is their billing date or end of trial date; questions regarding phone
card usage; premium redemption requests; cancellations; or other issues
regarding the service or billing. We have full time trained customer care
specialists who are subject to continuing formal and informal training.
Each customer care specialist has real time computer access to relevant customer
data including direct access to a customer's website and account configuration
to provide technical assistance, a chronological history of events including
sales, fulfillment, billing and inquiries. Calls arrive at the center either
directly from calling customers or are transferred from the relevant billing
companies whose 800 numbers generally appear on the customers' phone bill. The
customer care specialists are also engaged in our retention policy and are
advised of regulatory issues and compliance matters.
ISP REGULATORY AND COMPLIANCE MATTERS
- --------------------------------------------------------------------------------
We devote significant effort to complying with regulations governing the free to
pay conversion program we offer. In order to maintain our ability to serve
customers and collect revenue, we have taken a proactive approach to resolving
regulatory complaints or inquiries in each of our lines of business. Our ISP
Customer Care department has initial responsibility for inquiries and, if
necessary, followed by consideration by our compliance department for those of
our ISP subsidiaries. Most often, a resolution is achieved.
Most of the regulatory and compliance issues for the ISP subsidiaries revolve
around allegations of unauthorized LEC billing arising from violations of the
free to pay conversion rules. State Public Service Commissions, State Attorney
General Offices, and the FTC attempt to prevent "cramming" or the addition of a
specific charge or charges to a customer's local telephone bill without the
proper authorization. We do not approve, or participate in, cramming. Our
internal procedures reflect an absolute prohibition and zero tolerance for
cramming. Through our billing agreements we have agreed to adhere to the highest
disclosure standards. Our compliance policy includes the requirement that the
telemarketer, among other things, uses an approved sales script and follows a
prescribed verification procedure. We record each customer authorization and
store the digital file for retrieval if needed to show compliance with the law.
58
We believe we have taken extraordinary steps to ensure that we do not violate
regulations relating to cramming. We seek to avoid all sales in situations that
a prospective customer may not realize a charge will be placed on the customer's
phone bill after the trial period. Whether we are selling direct or through
independent telemarketers, we do so by:
o making certain that the required script provided by us is adhered to
by spot checks by personnel at the site and by our ability to monitor
calls directly from our headquarters;
o making certain that the verification process has been adhered to by
reviewing all verification recording by our personnel and by
independent third parties;
o rejecting any orders where we are not satisfied that our procedures
have been adhered to; and
o reminding the customers by mail prior to the end of the trial period
that the customer has the right to cancel.
All sales that are not properly authorized are rejected. For sales that are
properly authorized, we then take steps to make certain that the customer during
the free trial period is aware that they will be billed at the end of the free
period. We do this by including a warning in our welcome package. E-mail and a
pre-billing notice follow this to the customer with the same information sent
ten days prior to the billing date.
In 2003, inquiries were made based upon alleged violations of state restrictions
on calling residences, popularly known as "do not call" lists. Our target market
for our ISP business has been solely businesses. These "do not call"
restrictions do not apply to business telephone numbers. These complaints mainly
have originated from individuals conducting their businesses at home who had
improperly placed their numbers on these lists. We have procedures in place to
suppress non-business phone numbers.
Despite our substantial compliance efforts, we have received numerous complaints
from governmental agencies and the Better Business Bureau. While complaints may
be received informally, we are subject to formal regulatory inquires as well as
formal proceedings in several states. When we ceased actively marketing ISP
services we experienced a significant drop in complaints in 2004.
59
In July 2004, we settled an action in Missouri and investigative proceedings in
Kansas and Florida. We settled these proceedings to avoid the projected
litigation costs and diversion from our core business. There was no finding of
wrongdoing in any settlement, and we paid no fines or penalties, other than
those investigative costs and expenses set forth below. In connection with the
injunctive action brought by the state of Missouri, we entered into a
Stipulation for Consent Judgment and Permanent Injunction. Pursuant to the
stipulation, we paid $7,500 for attorney's fees and costs incurred by the State
of Missouri, and $1,770 for restitution for a total of $9,270. In Kansas, we
entered into a Consent Judgment which prohibits deceptive acts and practices in
connection with consumer transactions as prohibited by the Kansas Consumer
Protection Act, details that the defendants deny committing unfair and deceptive
practices, and calls for the payment of a total of $10,000 for investigative
fees and expenses. We entered into an agreement with Florida which contained
similar terms and conditions as the FTC preliminary agreement. A monetary
settlement of $100,000 for investigative costs with no finding of wrongdoing has
been reached.
While we believe our script is fully compliant with all regulations and not
misleading, we have agreed to certain changes to our script as part of an
ongoing policy of complying with all regulators, including those of state
consumer protection agencies. In addition to these proceedings, customer
complaints have resulted in the termination of arrangements with a billing house
and a LEC. We do not believe these terminations have had a substantial impact on
current revenues but future complaints may lead to further terminations. We
therefore have increased our compliance efforts as discussed above.
On October 30, 2003, we and our subsidiaries, and an officer, William Rhodes,
were sued and served with an ex parte temporary restraining order, asset freeze,
order permitting expedited discovery, order appointing temporary receiver, and
an order to show cause in an action commenced by the FTC in the United States
District Court for the Southern District of New York. The order covers each of
these entities, as well as their parents, subsidiaries, and affiliates. The
proceeding arises out of alleged failures of our subsidiaries to comply with
regulations relating to the conversion of a trial customer to a paying customer.
We vigorously deny any wrongdoing and believe that our business practices are in
compliance with all applicable laws. As of November 19, 2003, without any
finding of wrongdoing, we agreed in principle to enter into a preliminary
injunction with the FTC. As a result, we were able to resume our ISP business
subject to the oversight of a monitor. See "Legal Proceedings" for additional
information.
60
ISP COMPETITION
- --------------------------------------------------------------------------------
Our Internet provider service subsidiaries face competition from other larger
and more established providers such as AOL and Earthlink. In each case, many of
the competitors are well established, have reputations for success in the
development and sale of services and products and have significantly greater
financial, marketing, distribution, personnel, and other resources than us.
These resources permit these companies to implement extensive advertising and
promotional campaigns, both generally and in response to efforts by additional
competitors to enter into new markets and introduce new services and products.
ISP INTERNET TECHNOLOGY
- --------------------------------------------------------------------------------
Our ISP subsidiaries utilize the underlying dial-up network services of Qwest
and UUNet as resold to us through other suppliers. Customers receive
customizable web sites, dial-up Internet access and up to six e-mail accounts.
Our core customer network infrastructure is maintained in colocation facilities
in Florida. The web, e-mail, database and authentication servers are comprised
of Microsoft based systems. All management of the systems of our present
business takes place from offices in Florida.
OTHER PRIOR ACTIVITY
Financial Freedom, a product introduced in 2002, to create credit awareness and
improvement product billed through bank account debits. We terminated the
program during the fourth quarter of 2002 because of changes made to software
relating to bank account debits. During 2002, we also introduced a long distance
product, the One Nation Calling Plan, in what we believed was a competitive
product targeted at small businesses for long distance, travel card, and
toll-free access. Because of problems with call centers marketing this product
and the need to reallocate expenses, we suspended marketing of this product in
February 2003 and subsequently terminated this operation.
Our subsidiary One World Public Communications Corp. provided international
direct dial service for coin telephones. In October 2003, we commenced the
marketing of prepaid phone cards. Revenues from both had not been significant
and both operations have been terminated.
EMPLOYEES
As of December 21, 2004, we had 569 employees. Of that number, 11 employees are
engaged in engineering and computer systems; 9 employees are engaged in
marketing and sales; 17 employees are engaged in administration and finance,
including officers of the Company 5 are in customer services, and 500 overseas
employees in Manila, of which 446 are operational and 40 are administrative. The
number of our employees will be substantially increased as we open additional
contact centers seats.
61
PROPERTY
Our office facilities consist of approximately 16,800 square feet of office
space in total located at 11900 Biscayne Blvd., Miami, Florida, 33181, pursuant
to a five-year lease expiring in 2008. The lease is at annual rentals ranging
from approximately $328,000 to approximately $380,000 in the final year.
We have executed a seven-year lease with a build-out provision for a facility
consisting of eleven floors to house our Manila Call Center, which is nearing
completion. The facility consists of approximately 94,100 square feet for
operations on eleven floors, and another 41,980 square feet for parking space.
The rent on this lease is paid quarterly and commenced in July 2004. With
value-added tax and other taxes, the rent (for parking and office space) is
approximately $53,580 in the first year increasing to $76,840 in the final year.
With a separate landlord we have leased the twelfth floor at this building
consisting of 5,651 square feet for customer relations, as well as executive
meeting and conference space. The rent for this lease is $2,178 per month. The
foregoing amounts are based upon current currency exchange rates.
In connection with the acquisition of contact center assets in Alabang,
Philippines, we received an assignment of a lease for the facility where the
acquired assets are located. The assigned lease expires in 2006. The premises
consist of two floors for a total of approximately 14,000 square feet. Base rent
is presently $8,250 per month, which increases in increments to $9,100 in 12
months. We are also obligated to pay value-added taxes and increases in real
property taxes and other charges. The foregoing amounts are based on a currency
exchange rate of 56 Philippine Pesos to 1 U.S. Dollar. We have recently entered
into an arrangement with a domestic contact center company to operate the
Alabang facility. Pursuant to this arrangement, all costs of operating this
center will be absorbed and we will receive $37,500 per month. This allows the
Company to concentrate its efforts on larger, more desirable facilities.
We have entered into a sublease for a contact center located on the former site
of the United States' former Clark Air force Base in the Philippines. The lease
covers contact center facilities, and additional building for administration and
parking, and is for a term ending December 31, 2009 subject to renewal for an
additional five year period. The landlord also agreed to finance the build out
of the space between $1,200,000 to $1,900,000 and amortize the amount through
monthly payments during the initial term of this lease. The rent is
approximately $127,000 per annum, which is increased in any renewal period. We
also pay a monthly charge for parking.
We have signed a ten year renewable lease for approximately 5,500 square meters
(about 59,201 sq. ft.) of new office space. The space represents the top level
of a two-story building that should be ready for occupancy in the late second
quarter of 2005. It is located in the Aseana area of Manila. We anticipate that
the new facility, once completed, will add an additional 1,290 contact center
seats to our Philippine operations The monthly rental,exclusive of utilities,
escalation and parking, is approximately $53,675 in the first year to
approximately $68,450 in the tenth year.
62
We may enter into additional leases as we find new locations to acquire or
develop contact centers.
Our technology for both the ISP operations and our new call centers is based in
a network operations center located in a Miami collocation facility where the
equipment of numerous other voice and data carriers are also located. We occupy
a 200 square foot "cage" at 100 North Biscayne Boulevard, Miami Florida pursuant
to a Building Access License Agreement expiring in 2006 at an annual rent of
$48,000.
LEGAL PROCEEDINGS
All our current proceedings arise out of our ISP business. We recently settled
several governmental proceedings and investigations. We believe the proceedings
and their settlement would not have a significant effect on our operations since
we no longer actively market our ISP and in any event we believe we are in
substantial compliance with the law.
GOVERNMENT ACTIONS RELATING TO ISP BUSINESS
- --------------------------------------------------------------------------------
On October 30, 2003 we and our subsidiaries, and an officer, William Rhodes,
were sued and served with an ex parte temporary restraining order, asset freeze,
order permitting expedited discovery, order appointing temporary receiver, and
an order to show cause in an action commenced by the Federal Trade Commission in
the United States District Court for the Southern District of New York. The
order covers each of these entities, as well as their parents, subsidiaries, and
affiliates. The proceeding arises out of alleged failures of our subsidiaries to
comply with regulations relating to the conversion of a trial customer to a
paying customer. We vigorously deny any wrongdoing and believe that our business
practices are in compliance with all applicable laws. As of November 19th, 2003
without any finding of wrongdoing, we agreed in principle to enter into a
preliminary injunction with the Federal Trade Commission. As a result of the
above action, we experienced substantial business disruption, incurred
significant expense and reduction of our working capital. (It is impossible at
this time to determine the full impact of the proceeding.)
In July 2004 we executed a Stipulated Final Judgment for Permanent Injunction in
our FTC Proceeding. This stipulation was prepared by the Northeast Region staff
of the FTC and must be approved by the Commission as required by the rules of
the commission. We fully anticipate approval without material change. The
Stipulation specifically noted that there was no finding of wrong doing on our
part. Under the terms of the Stipulation we are required not to violate the free
to pay conversion rules and to adhere to specific procedures to insure
compliance including specific script requirements. We must record each call in
its entirety. For a two-year period we must continue to refund all amounts to
customers who were billed improperly. We have deposited $175,000 in escrow with
our counsel to insure payment. There are also penalties if financials submitted
were false. The monitor will continue to serve as a referee to insure compliance
with the stipulation and to resolve disputes over refunds.
On January 17, 2003, the Attorney General of Missouri filed an application for a
temporary restraining order and preliminary injunction against certain of our
subsidiaries alleging "cramming." We entered into a negotiated consent to the
entry of the temporary restraining order and preliminary injunction because the
consent did not hinder the way our subsidiaries conduct their business. We filed
an answer that vigorously denies any wrongdoing and that the allegations against
us are without any basis in fact and without merit. In July 2004, we entered
into a Stipulation for Consent Judgment and Permanent Injunction to settle this
proceeding. Pursuant to the stipulation we paid $7,500 for attorney's fees and
costs incurred by the state of Missouri, and $1,770 for restitution for a total
of $9,270. The provisions of the preliminary injunction continued.
63
22, 2003, the Attorney General of North Carolina filed a complaint alleging
"cramming" against certain of our subsidiaries, as well as a motion for
temporary restraining order and preliminary injunction. As in the case with the
Missouri action and for the same reasons, we entered into a negotiated consent
to the entry of a temporary restraining order and preliminary injunction.
GOVERNMENT INVESTIGATIONS RELATING TO OUR ISP BUSINESS
- --------------------------------------------------------------------------------
From time to time, we also have received investigative process from various
other states. In 2003 The Attorney Generals of Florida, Texas, Minnesota and
Kansas have issued process requesting certain information and documentary
material concerning the operations of our ISP subsidiaries.
We recently settled the investigations in Florida and Kansas. In Kansas, we
entered into a consent judgment that requires compliance with the Kansas
Consumer Protection Act, contains a denial that we committed unfair and
deceptive practices, and provided for payment of $10,000 for investigative fees
and expenses. We entered into an agreement with Florida that contained similar
terms and conditions as the FTC preliminary agreement and provided for a payment
of $100,000 for investigative costs, with no finding of wrongdoing.
PRIVATE ACTION
- --------------------------------------------------------------------------------
On January 30, 2004 Dixon Aviation, Inc. commanded an action in the Circuit
Court of Alabama for Barbour County against an officer, NOL, Liberty, a billing
house, a LEC and us. This litigation was brought as a class action complaint for
declaratory and injunctive relief, alleging that the Defendants engaged in
cramming. We deny all liability and believe we have valid defenses to these
claims (including recorded verifications). Our motion to remove the action to
federal court has been denied. Pursuant to our arrangement with the LEC and
billing house defendant we are obligated to indemnify the LEC and billing
company defendants for their legal costs and any liability.
SETTLED ARBITRATION PROCEEDINGS
- --------------------------------------------------------------------------------
ETelecare International commenced an arbitration proceeding pursuant to an
agreement amended from time to time to provide call center services to us.
ETelecare has claimed that we have failed to pay for the service rendered. We
have denied liability and did counterclaim for the return of $3,293,038 paid to
eTelecare alleging eTelecare engaged in systemic fraudulent activity that caused
us damage. This proceeding has been settled in principal by our payment of
$85,000.
64
LAWSTAR, INC. commenced an arbitration proceeding to recover $1,000,000 in
connection with an agreement to provide a legal service access plan, marketed in
a private label environment to B2B Advantage, Inc.'s small business customer.
Lawstar has claimed that B2B has breached the contract and failed to pay for the
services rendered. B2B denies liability because the contract was terminated and
claimant was fully paid pursuant to the terms of the contract settlement. We
have agreed to settle the action for $225,000 payable in installments.
BANKRUPTCY OF SUBSIDIARY AND CONFIRMED PLAN OF REORGANIZATION
- --------------------------------------------------------------------------------
In August 2002, our subsidiary, SavOn, filed a petition under Chapter 11 under
the United States Bankruptcy code in United States Bankruptcy Court for the
Southern District of Florida. SavOn was a defendant in a lawsuit brought by
Global Crossing Bandwidth, Inc., a wholesale telecommunications carrier that had
an agreement to provide service to SavOn. Global Crossing alleged $21,000,000
damages for breach of contract in its complaint, filed in the United States
District Court for the Eastern District of Michigan.
SavOn had asserted counterclaims against Global Crossing for breach of the
agreement and tortuous interference with customers. In conjunction with Global
Crossing's pending Chapter 11 proceeding, our counterclaim was stayed. We
therefore could not obtain a judgment against Global Crossing and at the same
time we would incur substantial defense costs. SavOn therefore filed for
protection under the bankruptcy code. In connection with the proceeding, we
advanced $65,000 to SavOn to settle a claim in connection with alleged
distribution of SavOn's assets for our benefit. The Bankruptcy Court has
confirmed the Plan of Reorganization.
65
MANAGEMENT, OFFICERS, AND DIRECTORS
NAME AGE POSITION
- ---- --- --------
Ilene Kaminsky 39 Chief Executive Officer, Director
David Srour 43 Chief Operations Officer, President and Director
Norman DePalantino 52 Executive Vice President Operations, Philippines Country Manager
Irving Greenman 69 Chief Financial Officer, Director
Todd Fisch 43 President - Epixtar Philippines IT Enabled Services Corporation
Deborah Gambone 52 Vice President, Corporate Counsel and Secretary
Ricardo Sablon 44 Vice President - Chief Technology Officer
Sneharthi Roy 39 Vice President - Chief Information Officer
William D. Rhodes 56 President National Online, and officer and director of
certain subsidiaries
Gerry Dunne 44 Executive Vice President, Sales
Scott Flacks 46 Executive Vice President, Marketing
Harry Fozzard 39 VP Investor & Public Relations
David Berman 58 Director
John W. Cooney 68 Director
Kenneth Elan 52 Director
ILENE KAMINSKY has served as Chief Executive Officer of Epixtar since November
2004. Prior to joining Epixtar Ms. Kaminsky spent four years with Cisco Systems
driving business strategy both within Cisco and to its customers in the
telecommunications service provider market. Preceding her tenure at Cisco, she
spent 10 years focused on business development, corporate strategy, marketing,
business planning, and raising capital in the public and private markets. Prior
to Cisco, she served as Vice President of Marketing for HTE8 from 1999 to 2000,
a fixed wireless broadband service provider. Ms. Kaminsky consulted for a number
of service provider start-up companies where, in addition to developing
corporate strategies and raising capital with venture capital firms and other
investors, she also served as Chief Marketing Officer at yourorg.com, an
affinity portal company, and as Senior Vice President of Marketing and Founder
at The Intelesis Group/ FreeCaller Communications, a long distance and telephony
provider. She served as Vice President of Marketing at Equalnet Communications
in Houston, a facilities-based voice local and long distance provider marketing
voice solutions to SMBs and Enterprises. There she played a primary role in
diligence and acquisition of several ISPs and IT integration companies. Ms.
Kaminsky holds a dual BA from University of Florida in English and Philosophy.
66
DAVID SROUR has served as our President since June 2003 and is now Chief
Operating Officer. On April 16, 2004, he became our Chairman of the Board. He
previously served as our Vice President and Chief Operating Officer from
November 2001 through to June 2003. Prior to joining us, Mr. Srour was Senior
Director of Information Service of Carr America Realty, a former client of his
at KPMG Consulting in McLean, Virginia, where he was a Senior Manager from 2000
to 2001. At KPMG, Mr. Srour specialized in eCommerce, project management and
process improvement consulting services. Beginning in 1997, he spent four years
at Ernst and Young LLP, providing information systems and process improvement
consulting services including back office and eCommerce implementations for such
clients as General Motors, Lehman Brothers and Simon Property Group. Mr. Srour
also has significant telecommunications experience, including roles as COO of
Interactive Telecard Services, Inc. and SmarTel Communications. Mr. Srour holds
a dual BS in Information Systems and Marketing from the Syracuse School of
Management.
NORMAN DEPALANTINO was appointed our Chief Operating Officer on April 16, 2004
and held that position until he took on the role of Executive Vice President
Operations and Philippines Country Manager in November of 2004. Previously, from
March 2001, he was President of ePerformance Consulting, a call center and
management consulting company, which serviced all facets of the direct response
market. From January 2000 to March 2001, he served as Vice President of
Operations at Priceline.com where he managed the productivity of three
outsourced call centers. Prior to that from March 1998 to January 2000, he was
Vice President for Operations and Support at Home Shopping Network, an operating
business of IAC/InterActive Corp where he managed HSN's inbound and outbound
sales services and back office processes for Ticketmaster, Espanol Network, MCI,
First USA Visa, GE Capital as well as HSN's core television, Internet and
catalogue sales initiatives. Mr. DePalantino has been engaged in the building of
call center operational infrastructures in Hong Kong, Shanghai and Tokyo. He
retired in 1992 from the U.S. Air Force after 23 years of service. During his
service, he was also a Director of Sales for Air Force recruiting. Mr.
DePalantino has a B.S. in marketing from Regents College of the University of
the State of New York, Albany and an M.A. in Organizational Management from the
University of Phoenix.
IRVING GREENMAN has, since June 2000, served in various executive positions for
us, including our Chief Financial Officer and Chief Executive Officer. From 1998
through 1999, he was Chief Financial Officer for Kaleidoscope Media Group, Inc.,
an entertainment company. Prior to that, he was the Chief Financial Officer for
Medica Media and Healthcare International, both of which were engaged in the
healthcare industry. Mr. Greenman is a Certified Public Accountant licensed in
New York and in Florida. Mr. Greenman graduated with a B.B.A. from City College
of New York, which is now the Bernard Baruch School of Business.
67
TODD FISCH has been president of Epixtar Philippines IT Enabled Services
Corporation since 2004. From 2000 through 2004 he has been a consultant directly
or though entities for various business matters, telecommunications and call
center fields. Most of his time was devoted to our predecessors and us. Mr.
Fisch also has the entire beneficial interest in the firm that provides us with
advice and services relating to the establishment of our contact center business
and other business and administrative activities.
WILLIAM D. RHODES served as our President from January 2002 through June 2003
and is now President of the group comprised of our ISP subsidiaries. In February
2001, Mr. Rhodes was also the founding President of NOL Group, which is now one
of our subsidiaries subsidiary, establishing corporate infrastructure for this
new Internet service provider of "B-to-B". He remains the current President of
NOL Group and has been employed by us since our acquisition of NOL Group in
March 2001. Mr. Rhodes performed consulting services for us from September 2000
until February 2001. From February 1999 through July 2000, Mr. Rhodes served as
Chief Operating Officer of Equalnet Communications Corp. in Houston, Texas with
responsibility for all company operations including customer care, billing,
provisioning and networks. From 1996 until 1999, Mr. Rhodes served as President
and Chief Operating Officer of Valu-Line Communications in Longview, Texas. Mr.
Rhodes has an MSEE and BSEE from the University of Missouri at Columbia and has
been involved in state-of-the-art electronics, navigation and communication
projects throughout his career including 20 years with Rockwell International.
RICARDO SABLON is our telephony engineer and vice president and has been
employed by us since 2001. Mr. Sablon was previously vice president and chief
telephony engineer for Equalnet Communications Corp. of Houston, Texas from 1998
to 2000. From 1994 through 2001, Mr. Sablon was the President of Dominator
Technologies, Inc. of Miami, Florida that did telecommunications consulting. Mr.
Sablon was also a founder of FreeCaller Communications, a patented
advertiser-sponsored long distance service. From 1990 to 1993, Mr. Sablon was
the chief executive of Telecaribe Communications, Inc., a company that provided
the first post-embargo commercial direct-dial service to Cuba from the United
States
SNEHARTHI ROY has been our Vice President of Call Center Operations since July
2003 and also serves as out Chief Information Officer. From 2001 to 2003, he was
employed as head of Call Center Operations for HCL Information Systems Ltd. of
India. From 2000 to 2001 he was General Manager of Globsyn Technologies Ltd. He
was regional manager of Atlas Copco AB Sweden from 1995 to 2000. Mr. Roy holds
a Bachelor of Technology degree from the Indian School of Mines, as well as an
MBA from Jadavpur University.
DEBORAH GAMBONE has been our general counsel since December 2001 and was elected
our Secretary and a Vice President of in November 2002. From 2000 to 2001 she
was a contracts manager and corporate counsel for Telecomputing, Inc. of Ft.
Lauderdale, Florida. She also worked as in-house counsel for International
Research Group, Inc. of Boca Raton, Florida from 1999 to 2000. Prior to that,
she was corporate counsel for Global Mindlink Foundation, a non-profit entity
specializing in funding charitable events for children. Ms. Gambone holds her
Juris Doctorate as a graduate of Nova University.
68
GERALD M. DUNNE, JR. has been our Executive Vice President in charge of Sales
and Marketing since 2000. He was formerly the Chairman and Chief Executive
Officer of Group Long Distance Inc., a NASDAQ traded long distance reseller from
1988 through 1999. Mr. Dunne led that company to over 200,000 residential and
small business subscribers before leaving to become Chief Executive of our
subsidiary, One World Public Communications Corp. Mr. Dunne also previously
worked in the Accounting Department of Union Carbide Corporation in Danbury,
Connecticut.
SCOTT FLACKS is the Company's Executive Vice President, Marketing and an expert
in the direct response segment of contact center services of contact center
services and serves our national sales manager. Previously, he was general
manager of TVN Entertainment, a leader in the development of Video-On-Demand,
Subscription On Demand and Pay-per-View Television. Also, he was vice president
of business development at Century Media, Inc. a full-service direct response
advertising company. Mr. Flacks holds a B.S. in Economics from the University of
California, Los Angeles.
HARRY FOZZARD has been with Epixtar since 2002 and is the Company's VP of
Investor and Public Relations. Previously he held the title of Vice President of
Marketing heading up our marketing strategy in Manila. Before joining Epixtar,
Mr. Fozzard was the chief executive of LeanForward, an eLearning company whose
projects for enterprise clients included Sprint, the State of Florida, Sunglass
Hut, Ford Motor Company, Shell, Texaco, and Pennzoil-Quaker State. Mr. Fozzard
is a graduate of the University of Florida, and holds a Bachelors degree in Fine
Art.
DAVID BERMAN is a practicing attorney in Miami, Florida and has been a director
since 2002. Since 1983, Mr. Berman has been a partner in Berman & Berman, a
partnership in Miami, Florida specializing in tax law and business planning.
Prior to that he was a member of the firm of Bedzow & Korn of Miami.
KENNETH ELAN has been a director since June 2003. He has been a practicing
attorney in New York City for over twenty-five years. He specializes in
litigation concentrating in corporate and commercial litigation.
JOHN W. COONEY has been a director since July 2003. Since 2000, Mr. Cooney has
been a Vice President for Lionstone Group, Inc., owner of the Seville and the
Ritz-Carlton Hotels on Miami Beach, DuPont Plaza in Miami, Sheraton Curacao
Resort, Princess Beach Resort Curacao, and Holiday Inn Aruba. From 1997 through
2000, he was President of Westbourne, Inc., an import-export company. He retired
in 1997 from Coopers & Lybrand's Miami office where he served as Senior Tax
Partner. While with Coopers & Lybrand, he served on several committees in the
firm, having responsibility for review of all real estate tax oriented
investments in which the firm was involved. Mr. Cooney provides tax and
financial consulting services specializing in taxation, including foreign
taxation, real estate and partnerships. Mr. Cooney has provided expert witness
testimony in many proceedings involving real estate, condominium conversions and
other related matters.
69
Executive officers are elected annually by the our Board of Directors to hold
office until the first meeting of our Board of Directors following the next
annual meeting of Shareholders and until their successors are chosen and
qualified.
STAFF RELATIONSHIPS
- --------------------------------------------------------------------------------
There are no family relationships among our executive officers or directors.
Nevertheless, certain relationships exist between directors or significant
stockholders and certain U.S. based non officer management and staff employees
of Epixtar. One of our employees is the former spouse of our Chief Executive
Officer, Ilene Kaminsky. A son of David Berman, a director, is an employee. Two
children and a daughter-in-law of Stanley Myatt, an affiliate, are employees. A
stepson of Martin Miller, an affiliate, is an employee. Messrs. Myatt and Miller
are both emoloyees. The mother and spouse of Mr. Todd Fisch are also our
employees.
AUDIT COMMITTEE
Prior to August 14, 2003, the Board of Directors acted as the Audit Committee as
permitted by the rules of the Securities & Exchange Commission. Effective August
14, 2003, however, we established an Audit Committee consisting of three
independent directors. John Cooney is chairman of the audit committee and our
financial expert under the rules of the Securities & Exchange Commission. Mr.
Cooney has over thirty years experience as a partner of a leading public
accounting firm. He does not have nor does any other director member of the
committee, have a prior relationship with us and each is independent under the
rules of the American Stock Exchange.
70
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid or
accrued by us or any of our subsidiaries for services rendered during the fiscal
year ended December 31, 2003 by all persons who acted as a Chief Executive
Officer and for the four highest paid officers earning in excess of $100,000
during 2003.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation Securities Underlying
- -------------------------------------------------------------------------------------------------------------
NAME AND
PRINCIPAL
POSITION YEAR SALARY ($) AWARDS OPTIONS
- -------------------------------------------------------------------------------------------------------------
Martin Miller, Chief 2003 None
Executive Officer
- -------------------------------------------------------------------------------------------------------------
2002 None
- -------------------------------------------------------------------------------------------------------------
David Srour, Chief 2003 $222,500 300,000
Operating Officer
- -------------------------------------------------------------------------------------------------------------
2002 $186,969 $50,000
- -------------------------------------------------------------------------------------------------------------
2001 $28,000 40,000
- -------------------------------------------------------------------------------------------------------------
Irving Greenman, 2003 $285,000 300,000
Chief Finanical
Officer
- -------------------------------------------------------------------------------------------------------------
2002 $300,000 75,000
- -------------------------------------------------------------------------------------------------------------
2001 200,000 200,000
- -------------------------------------------------------------------------------------------------------------
Gerald Dunne Jr., 2003 $193,750 300,000
Vice President
- -------------------------------------------------------------------------------------------------------------
2002 $146,315 50,000
- -------------------------------------------------------------------------------------------------------------
2001 $50,000
- -------------------------------------------------------------------------------------------------------------
Richard Sablon, Vice 2003 $176,750 200,000
President
- -------------------------------------------------------------------------------------------------------------
2002 $141,219 25,000
- -------------------------------------------------------------------------------------------------------------
2001 $75,414 150,000
- -------------------------------------------------------------------------------------------------------------
- ------------
(1) Mr. Greenman was Chief Executive Officer until October, 2002 when Mr. Martin
Miller assumed that position.
71
OPTIONS
Set forth below with respect to the Officers named above is further information
concerning options to purchase common stock under our stock option plan.
OPTION GRANTED IN 2003
Number of Percent of total
Securities options/granted
Underlying to employees Exercise or Expiration
Name options granted in fiscal year base price date
- ------ --------------- -------------- ------------ --------
David Srour...................... 300,000 7.7% 3.50 2008
Irving Greenman.................. 200,000 5.1% 3.50 2008
Gerald Dunne..................... 300,000 7.7% 3.50 2008
Ricardo Sablon................... 200,000 5.1% 3.50 2008
All of the options have a term of five years and have the same vesting terms.
One third of the shares subject to the option vest on the first anniversary of
grant with an additional third vesting on the next two anniversary dates.
72
Options Exercised and Fiscal Year End Options Retained
No options were exercised by any above named officer in 2003. The market price
our common stock on December 31, 2003 was above the exercise price of all
outstanding options and consequently all these options were in the money.
Set forth below is certain information relating to options retained by the above
named officers at December 31, 2003:
Number of securities underlying Value of unexercised in-the-money
unexercised options at year end options at year end
------------------------------- ---------------------------------
Name Vested Not Vested Vested Not Vested
- ---------- ---------- ---------- ---------- ----------
David Srour............................ 26,667 313,333 $60,000 $705,000
Irving Greenman........................ 133,333 266,667 300,000 600,000
Gerald Dunne........................... 33,333 313,667 75,000 705,750
Ricardo Sablon......................... 100,000 250,000 225,000 562,500
73
STOCK OPTION PLANS
We have adopted an option plan entitled the Global Asset Holdings 2001 Stock
Option Plan (the "Option Plan"). The purpose of the Option Plan is to provide us
with a vehicle to attract, compensate and motivate selected eligible persons,
and to appropriately compensate them for their efforts, by creating a
broad-based stock plan which will enable us, in our sole discretion and from
time to time, to offer to or provide such eligible persons with incentives or
inducements in the form of awards as such term is defined below, thereby
affording such persons an opportunity to share in potential capital appreciation
of our common stock.
The Option Plan was approved by the board of directors and shareholders. A total
of 6,000,000 shares of common stock are available for issuance under the plan.
Under the Option Plan, an eligible person is any person who, at the applicable
time of the grant or award under the Option Plan, is an employee, a director
and/or a consultant or advisor of ours, or of any parent or subsidiary. An award
can consist of. As of December 31, 2004, there were options outstanding to
purchase 4,434,000 shares of common stock under the Option Plan.
The Option Plan provides for the granting of options which are intended to
qualify either as incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986 or as options which are not intended to meet
the requirements of such section ("non-statutory stock options"). The exercise
price of all incentive stock options must be at least equal to the fair market
value of such shares on the date of the grant or, in the case of incentive stock
options granted to the holder of more than 10% of our common stock, at least
110% of the fair market value of such shares on the date of the grant. The
maximum exercise period for which incentive stock options may be granted is ten
years from the date of grant (five years in the case of an individual owning
more than 10% of our common stock). The aggregate fair market value (determined
at the date of the option grant) of shares with respect to which incentive stock
options are exercisable for the first time by the holder of the option during
any calendar year shall not exceed $100,000.
The Option Plan provides for its administration by the board of directors or a
committee chosen by the board of directors, which has discretionary authority,
subject to certain restrictions, to determine the number of shares issued
pursuant to incentive stock options and non-statutory stock options and the
individuals to whom, the times at which and the exercise price for which options
will be granted.
The above description of the Option Plan is qualified in its entirety by
reference to the full text of the Option Plan, as well as the terms and
conditions of any award agreement governing the grant of an award under the
Option Plan. A copy of the Option Plan is included as an exhibit.
74
ADDITIONAL OPTIONS IN 2004
- --------------------------------------------------------------------------------
On May 28 2004, we have granted additional options to purchase 150,000 shares of
our common stock at $3.55 per share to our employees and service providers
including options to an officer to purchase 60,000 shares of our common stock.
DIRECTOR COMPENSATION
- --------------------------------------------------------------------------------
Prior to 2004 we paid our outside directors $500 per meeting. In July 2002, we
granted a stock option to David Berman pursuant to our Stock Option Plan to
purchase 100,000 shares of our common stock at forty-two cents ($0.42) per
share. In 2003, we issued options to purchase 50,000 shares to each of John
Cooney and Kenneth Elan at exercise prices of $4.50 and $3.50 respectively. All
of the foregoing options described in this paragraph are substantially similar
to the options granted executive officers described above We recently initiated
a new independent director compensation package. Each will receive $10,000 per
annum and $5,000 for the audit committee.
SECURITY OWNERSHIP
The following table sets forth certain information regarding beneficial
ownership of the common stock as of, December 31, 2004 by,
o each stockholder known by us to be the beneficial owner of more than 5%
of the outstanding common stock,
o each director of ours,
o each named officer,
o and all directors and executive officers as a group.
Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
Name and Address of Number of Shares Approximate
Beneficial Owner Beneficially Owned Percentage
- -------------------- ------------------ --------------
Martin Miller (1)(2)........................................ 2,873,921 24.9%
Stanley Myatt (1)........................................... 2,778,000 24.1%
Sheldon Goldstein........................................... 900,000 7.8%
David Srour (3)............................................. 140,000 1.2%
Irving Greenman (3)......................................... 266,667 2.3%
David Berman (3)............................................ 51,466 0.4%
Ricardo Sablon (3).......................................... 216,666 1.8%
Gerald Dunne (3)............................................ 150,000 1.3%
John Cooney (3)............................................. 16,667 0.01%
Kenneth Elan (3)............................................ 16,667 0.01%
Directors & Officers as a group(1)(3)....................... 2,071,465 15.2%
The address of each person is c/o Epixtar Corp. 11900 Biscayne Boulevard, Miami,
Florida 33181.
- ------------
(1) Including shares, registered in the name of Trans Voice L.L.C. Each of
Messrs. Miller and Myatt is deemed to beneficially own this percentage of
shares of common stock owned by Trans Voice by virtue of their or their
affiliate's 50% ownership of Trans Voice Investments Inc. which owns 98% of
Trans Voice L.L.C. The balance of the shares of Trans Voice Investments
are owned by these individuals.
(2) Includes 95,921 shares owned by Mr. Miller and his spouse. It does not
include 122,500 shares owned by his spouse which Mr. Miller denies any
beneficial ownership.
(3) Represents shares underlying options exercisable within 60 days. In
addition to these options additional shares are subject to options not
exercisable within 60 days as follows:
Irving Greenman..................................... 133,334
David Berman........................................ 33,334
Kenneth Elan........................................ 33,333
David Srour......................................... 200,000
John Cooney......................................... 33,333
Ricardo Sablon...................................... 133,334
Gerald Dunne........................................ 200,000
All officers and directors as a group............... 1,193,336
NON BENEFICIAL HOLDERS
Brookfield Investments Ltd. is the record owner of more than five percent of our
common stock. Brookfield owns of record 770,000 shares and has warrants to
purchase 3,550,000 shares of our common stock. We have been advised by
Brookfield that all of our securities held by it are held as nominee for
unrelated third parties none of whom have an interest equal to a five percent.
Laurus owns a $5,000,000 principal amount Secured Convertible Term Note which is
convertible into 2,380,952 shares of our common stock. It owns warrants to
purchase 993,827 shares of our common stock. Both the note and warrant contain a
provision that prohibits conversion or exercise, if upon such conversion or
exercise Laurus would own 4.99% or more of the outstanding shares of common
stock. This provision does not apply to defaults and may be waived by Laurus
upon 75 days prior notice. Because of this prohibition, Laurus does not
beneficially own more than 5% of our shares of common stock.
75
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 14, 2000 we acquired the entire interest of Trans Voice Investment
Ltd. in SavOn, a Florida limited liability company. Trans Voice Investment,
Ltd.'s was an 80% interest in SavOn. The consideration for Trans Voice
Investment Ltd.'s entire interest in SavOn was 2,000,000 shares of our common
stock. The original agreement provided for the issuance of additional shares if
during the six-month period from January 1, 2001 to June 30, 2002, the
accumulated net after tax income of SavOn was greater than $1,200,000. For each
$1.00 of any such excess of net after tax income, Trans Voice Investments Ltd.
was to receive additional shares having a market value of $10.00. Due to the
cancellation of SavOn's agreement with Global Crossing, SavOn discontinued its
telecommunications business. Trans Voice Ltd. claimed that it was deprived of
its right to additional shares as SavOn would have no earnings. In lieu of all
claims of Trans Voice Investment, Ltd. against us, we paid an additional
$225,000 that was treated as part of the purchase price.
On March 31, 2001, we acquired all the shares of NOL Group in exchange for
2,000,000 of our shares. At the time Trans Voice Investment Ltd. owned 80% of
NOL Group, and was a principal stockholder (with the balance owned by Sheldon
Goldstein.) Prior to the transaction, Trans Voice Ltd. also held 2,000,000
shares or thirty three and one third percent of our stock. As part of the
transaction, we agreed to pay additional contingent consideration to the former
shareholders of National Online. If, during the eighteen month period between
April 1, 2001 and September 30, 2002, the accumulated net after tax income of
NOL Group was $1,200,000 or greater. In that event, we were required to issue a
number of our additional shares equal to any excess divided by ten. During 2001
the former owners of NOL Group claimed that we failed to commence National
Online's operations timely and adequately fund it. As of November 30, 2001, the
shareholders and we agreed to eliminate the contingent right and settle all
claims in consideration for an additional 2,500,000 shares of our common stock.
The value of the stock was $5,750,000 based on the market price at the time.
In April 2001 NOL Group, Inc. entered into an oral agreement to pay Trans Voice
Investments, Inc. a monthly fee of $4.00 for each of its customers. On October
1, 2001, the agreement was modified because the parties agreed that the payments
would become excessive and burdensome. (Trans Voice Inc. is unaffiliated with
Trans Voice Ltd.) Pursuant to the Payment Agreement NOL Group and other
subsidiaries are obligated to pay Trans Voice Inc $150,000 per month as long as
NOL Group and affiliates operates their ISP programs. In addition, Trans Voice
Investments, Inc. is to receive $1.00 for each additional customer in excess of
100,000 customers in any given month. NOL Group is also obligated to provide
office space and services to Trans Voice Investments, Inc. The agreement
constitutes consideration for services including services as a finder provided
in connection with the organization of NOL Group. Messrs. Stanley Myatt and
Martin Miller, or their affiliates, are the sole stockholders of Trans Voice
Investments, Inc. This corporation, together with Messrs. Miller and Myatt,
individually own the entire interest of Trans Voice L.L.C., which has been our
principal shareholder since June 2002. Mr. Miller was our chief executive
officer prior to the execution of the Payment Agreement and again thereafter
from September 2002 to April 2004. The parties to the Payment Agreement agreed
to limit the payment obligation to $4,200,000 in monthly installments of
$300,000 per month from November 2004 through December 2005. Trans Voice L.L.C.
has also entered into an agreement pursuant to which it will be compensated for
any clients and acquisition candidates it introduces to us with whom we
consummate a transaction.
76
As of April 2003 we determined to outsource many aspects of the development of
our new business plan. We have entered into an agreement with Trans Voice
L.L.C., our principal stockholder, to find, contract with, pay and supervise an
entity to assist in the development of our new business, including assisting us
in:
o Managing existing vendor relationships for sales campaigns and growth
to meet and liven up new business needs.
o Managing site selection, lease negotiations, design, and build-out of
Epixtar's offshore call centers.
o Negotiating incentive and financial assistance packages with government
ministries and agencies on behalf of Epixtar.
o Identifying commercial opportunities for Epixtar to sell new services
and developing new products for Epixtar to market.
o Identifying and negotiating merger and acquisition situations for
Epixtar.
The above described arrangement involing three parties was
structured to enable Transvoice to supervise the subcontractor. As it turned out
the amount of time required for supervision was negligible. As the amount of
time necessary for the supervision was minimal we determined the value of Trans
Voice's services was de minimus.
Mr. Todd Fisch, who is now one of our executive officers, owns the entire equity
interest, in this subcontractor consulting firm. For Mr. Fisch's recent
employment history reference is made to the section "Management, Officers, and
Directors".
In the third quarter of 2002, we repaid loans aggregating $175,000 to Trans
Voice Inc. and Stanley Myatt. The loans bore interest at seven percent per
annum.
Commencing in 2004, Messrs. Miller and Myatt each received salaries of $300,000
as consultants to the Company. The salary to each of them has been reduced to
$150,000 per annum beginning January 2005.
Based upon agreements in principle reached on November 20, 2002, we entered into
an agreement on December 6, 2002 relating to the note to Brookfield Investments
Ltd. The note is in the amount of approximately $2,454,000 and is due on demand.
We obtained an agreement to defer demand for payment for over two years, and for
Brookfield to subordinate its security interest in our and our subsidiaries'
accounts receivable to certain types of lenders. We agreed to issue 3,000,000
shares of our restricted common stock and agreed to repay accrued interest by
July 2003. We retained the right to prepay the loan without any penalty at any
time. The stock was never issued pending negotiations that began in December
2002. After these negotiations, the agreement was amended to provide for
issuance of warrants to Brookfield to purchase 4,000,000 shares of our common
stock at an exercise price of $.50 per share in lieu of issuing the 3,000,000
shares to Brookfield. The warrants are exercisable during the period from May
31, 2003 until May 31, 2006. Subsequent to March 2003 Brookfield voluntarily
agreed to surrender its security interest.
While we believe the transactions referred to were fair, they were not
negotiated at arms length. Transactions with any of our principal stockholders,
officers or directors must now be approved by the majority of our independent
directors.
From time to time during 2003 and 2004, Messrs. Myatt and Miller or their
affiliates and other officers and directors, have advanced amounts on our behalf
or deferred amounts owed to them or their affiliates.
77
DESCRIPTION OF SECURITIES
General
The following description of our capital stock does not purport to be complete
and is subject to and qualified in its entirety by our certificate of
incorporation and bylaws, which are included as exhibits to the registration
statement of which this prospectus forms a part, and by the applicable
provisions of Florida law.
We are authorized to issue up to 50,000,000 shares of common stock, $.001 par
value per share, of which shares were issued and outstanding as of December 31,
2004. Our certificate of incorporation authorizes 10,000,000 shares of "blank
check" preferred stock, of which we authorized the issuance of 250,000 Series A
preferred Stock of which 16,500 shares are presently outstanding.
Common Stock
Subject to the rights of holders of preferred stock, holders of shares of our
common stock are entitled to share equally on a per share basis in such
dividends as may be declared by our Board of Directors out of funds legally
available therefore. There are presently no plans to pay dividends with respect
to the shares of our common stock. Upon our liquidation, dissolution or winding
up, after payment of creditors and the holders of any of our senior securities,
including preferred stock, if any, our assets will be divided pro rata on a per
share basis among the holders of the shares of our common stock. The common
stock is not subject to any liability for further assessments. There are no
conversions or redemption privileges nor any sinking fund provisions with
respect to the common stock and the common stock is not subject to call. The
holders of common stock do not have any pre-emptive or other subscription
rights.
Holders of shares of common stock are entitled to cast one vote for each share
held at all stockholders' meetings for all purposes, including the election of
directors. The common stock does not have cumulative voting rights.
Preferred Stock
Our Board of Directors has the authority, without further action by the holders
of the outstanding common stock, to issue shares of preferred stock from time to
time in one or more classes or series, to fix the number of shares constituting
any class or series and the stated value thereof, if different from the par
value, and to fix the terms of any such series or class, including dividend
rights, dividend rates, conversion or exchange rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price
and the liquidation preference of such class or series.
78
Series A Preferred Stock
In conjunction with the June 2003 financing, our board of directors created a
new Series A Convertible Preferred Stock, with 250,000 shares of this series
authorized. These shares have the following terms.
Conversion: Each share of Series A Preferred Stock will be convertible, at the
option of the holder, at any time after the date of issuance into a number of
shares of Common Stock determined by dividing $100 by the Series A Conversion
Price which was initially $3.50 but was reduced to $2.00 as a result of our
inability to meet performance standards described below.
Performance Adjustment: The conversion price may be adjusted based upon our
performance in 2003 and 2004 and has already been adjusted to $2.00. It may be
increased to $3.00 if our net income for 2004 exceeds $12,000,000, which is
unlikely. The adjusted price, if any, will not be greater than 5% below market
value at the time of the adjustment, but may not be below $2.00.
Anti-dilution Protection: With some exceptions including shares issued pursuant
to a merger or acquisition, or a lease line or line of credit, if the Company
issues or sells stock below the then current conversion price, then the
conversion price shall be reduced to the price of the sale or issuance. The
conversion price of the Preferred Stock will also be subject to adjustment to
reflect stock dividends and stock splits.
Automatic Conversion: The Series A Preferred will be automatically converted
into Common Stock upon the earlier to occur of: (1) the closing of a public
offering of our common stock at ten dollars or more per share with gross
proceeds of $50,000,000 or (2) the vote of the holders of a majority of the
Series A Preferred voting separately as a single class.
Dividend Rights: Holders of Series A Preferred shall be entitled to receive
cumulative dividends at an annual rate of $8.00 per share from legally available
funds. A pro-rata portion of unpaid or understated dividends will be taken into
account upon conversion or redemption
Liquidation Preference: In the event of any involuntary or voluntary
liquidation, dissolution, or winding up of us, the holders of Series A Preferred
shall be entitled to receive, prior and in preference to any distribution to the
holders of Common Stock, a liquidation payment in an amount equal to two times
the Series A Price per share plus any unpaid dividends.
Voting Rights: Subject to any additional voting rights provided by law, the
Series A Preferred vote on an as converted basis together with the Common Stock
on all matters presented to stockholders.
Protective Provisions: We are required to obtain approval of Series A Preferred
holders for actions that could have an adverse effect on the Series A Preferred
including any actions resulting in:
o any change in the rights, preferences or privileges of the Series A
Preferred advisor.
o a change of control.
o a change in any business other than the business engaged in by the
Company at the time of Closing.
79
Board Representation: The holders of the Series A Stock are entitled to one seat
on our board, or at the option of the shareholders observer rights to the board.
All related attendance expenses will be paid by us. The Preferred shareholders
have not designated a person to act as director or observer.
Redemption Right: We have the right to repurchase the total aggregate amount
outstanding of Series A Preferred Stock on each anniversary date of the closing
of this financing at a price equal to $200 per share subject to the right of the
holder to exercise before repurchase.
Convertible Notes
Secured Convertible Term Note
Amount Outstanding: The principal amount of this note is $5,000,000 of which
$930,000 is held in a restrictive account by LAURUS. Unless converted the funds
are to be released upon the fulfillment the following conditions:
(i) the effectiveness of a registration statement covering shares
subject to the note and warrants issued to Laurus;
(ii) the entire $1,000,000 amount of Bridge Notes described below has
either been fully converted into common stock and/or been repaid
in full in cash and
(iii) Laurus shall have received written notification satisfactory to it
from our special Federal Trade Commission ("FTC") counsel, that a
stipulated order settling the existing FTC action has been
executed by the Epixtar and FTC staff counsel, and has been
forwarded to FTC headquarters in Washington D.C. for review and
final approval by the FTC.
Interest: Interest on the portion of the note which is not restricted account at
the "prime rate" published in The Wall Street Journal from time to time, plus
two and one half percent (2.50%). The interest payable on the portion of the
principal amount of note maintained in the Laurus Restricted Account shall be
equal to 1% per annum
Term: Unless accelerated or converted the note is due May 14, 2007.
Conversion: The term note plus accrued interest is convertible at a fixed
conversion price originally of $2.96 and presently $2.10 subject to adjustment.
Conversion Price Adjustment: If at any time prior to the conversion or repayment
in full of the principal amount any shares of common stock or securities
convertible into common stock are issued al less than the fixed conversion price
in effect at the time of such issuance then the fixed conversion price shall be
adjusted.
Repayment: Repayment of the principal amount of the unrestricted portion of the
note shall be made in equal monthly installments of $90,909.09, together with
any accrued and unpaid interest on the portion of the principal repaid. Payments
shall begin on October 1, 2004 and shall continue to maturity. In addition, in
the event that any funds are released from the Laurus restricted account for any
reason other than as a result of a conversion the amount released shall be
applied in equal amounts to each future monthly payment occurring after the 90th
day following such release. Any principal amount that remains outstanding on the
Maturity Date shall be due and payable on the Maturity Date.
Method of Repayment: If the average closing price of our Common Stock for the
five (5) trading days immediately preceding a payment was greater than or equal
to 110% of the fixed conversion price, the holder shall convert all or a portion
of the monthly installment, in lieu of cash payment, in shares of Common Stock
the number of shares, however, converted may not exceed twenty five percent
(25%) of the aggregate dollar trading volume of the Common Stock for the five
(5) day trading period immediately preceding delivery of a Notice of Conversion.
Any part of the monthly installment not converted into shares of Common Stock
shall be paid in cash at the rate of 102% of the monthly payment.
80
Restrictions: The Notes contain restrictions on certain actions we or our
subsidiaries may take, including restrictions on dividends, stock repurchases,
incurring indebtedness, creating security interests in our assets and changing
our business.
Security: The notes are secured by all our assets and the assets of our material
operating subsidiaries.
Redemption Right: The Borrower will have the option of prepaying the Note by
paying one hundred thirty percent (130%) of the principal amount of this Note
together with accrued but unpaid interest thereon and any and all other sums due
upon seven (7) business days prior notice.
Bridge Notes
Amount Outstanding: The principal amount of these notes is $1,000,000
Interest: Interest is at 8% per annum
Term: Unless accelerated or converted these notes are due April 22, 2005
Conversion: The notes are currently convertible by the holder at a conversion
price of $2.10.
Conversion Price Adjustment: The Conversion Price, and the number of shares to
be received upon conversion of the Notes will be subject to adjustment to
reflect stock dividends, stock splits and stock combinations, as well as upon
merger, sale of assets or reclassification. Standard weighted average
anti-dilution protection will be applied for issuance of additional shares
below.
Automatic Conversion: The notes are automatically converted upon the closing of
an underwritten public offering of common stock pursuant to an effective
registration statement with gross proceeds of $25,000,000 or more provided, that
there is an effective registration statement with a current prospectus available
covering the resale of the Common Stock underlying the Notes.
Required conversion: Provided there is an effective registration statement with
a current prospectus available providing for resale of the Common Stock
underlying the Notes, we may, at our option, require the conversion, of up to
20% of the original amount of the Notes, plus accrued and unpaid interest if the
market price of the Common Stock is $6.00 or greater for twenty (20) consecutive
trading days and the average daily trading volume of the Common Stock during
that period is at least 30,000 shares a day. We may also, at it our option,
require the conversion, of up to an additional 20% of the original amount of the
Notes, plus accrued and unpaid interest if the market price of the Common Stock
is $7.00 or greater for twenty (20) consecutive trading days and the average
daily trading volume of the Common Stock during such twenty (20) day period is
at least 50,000 shares a day.
81
Protective Provisions: The notes contain limitations on certain actions we may
take including the incurrence of indebtedness on investments unrelated to our
business, on dividends and distributions and repurchased asset sales on
management and employee options
Security: These notes are covered by the same security as the Secured
Convertible Term Note pursuant to an intercreditor agreement with that lender
for one year.
7% secured convertible notes
Amount Outstanding: The principle amount of these notes is $500,000
Interest: The interest rate is 7% per annum
Term: These notes are due December 8, 2004
Note: We have reached an agreement in principle to extend the due date. We are
in discussions to finalize and document our agreement.
Conversion: The note may be converted by the holder at a conversion price of
$2.50 after a performance adjustment based on 2003 results similar to that
contained in the terms of our preferred stock and described above.
Conversion Price Adjustment: The conversion price shall be adjusted if, with
some exceptions, shares issued pursuant to a merger or acquisition, or a lease
line or line of credit, we issue or sell stock below the then current conversion
price.
Automatic Conversion: The notes are automatically converted into Common Stock
upon the closing of a public offering of our common stock at ten dollars or more
per share with gross proceeds of $50,000,000.
Required Conversion: We may require conversions if the notes at the current
conversion price once each consecutive 90-day period until maturity, of up to
20% of the original principal amount plus accrued interest in the event that the
market price of our common stock is $10.00 or greater for thirty (30)
consecutive trading days prior to the date of any notes we may only do so if
there is an effective registration statement covering the resale of the shares
subject to the Note with current prospectus available.
Redemption Right: We have the right to repurchase the total aggregate amount
outstanding of the notes at a price of 103% of the amount of the notes.
Security: The notes are collateralized by a security interest in accounts
receivable which may be in effect subordinated to other security interests of
ours as long as $1,000,000 is free of these prior interest.
82
Joint Notes
Amount Outstanding: The principal amount as of is $2,772,500
Joint Obligors: The note is a joint obligation Epixtar and wholly
owned subsidiary Voxx
Interest: The interest rate is five percent to increase to 10%,
in October 2005 if Voxx is not then a public
corporation
Subordination: The Notes are unsecured and are subordinated to the
Laurus and Bridge Notes.
Conversion The Notes automatically to Voxx shares upon Voxx becoming a public
corporation in certain circumstances. At the option of holder to Epixtar shares
at prices related to market until Voxx is public corporation
These notes are part of Units that are currently being offered in a private
placement for a maximum gross proceeds of $13,800,000. The securities sold have
not been registered under the Securities Act of 1933 nor will the securities
offered be registered. These securities may not be offered or sold in the United
States by the Investors absent registration under the Securities Act of 1933 or
an applicable exemption from registration requirements. This statement shall not
constitute an offer to sell or the solicitation of an offer to buy any of our
securities.
Warrants
Brookfield Warrants
We have issued warrants to Brookfield Investments Ltd. to purchase 4,000,000
shares of our common stock at fifty cent per share. The warrant expires in May
2006. The exercise price is adjusted based upon stock splits, reverse splits and
similar occurrences. In connection with the transfer of 200,000 warrants, we
extended the expiration date of the transferred warrants to October 2008.
83
Sands Bros Investment Banking Warrants
In April 2003, we issued warrants to purchase 130,000 shares of our Company
stock to Sands Brothers & Co., Ltd. with whom we had entered into an investment
banking arrangement. These warrants expire in October 2008 and are exercisable
at $3.41 per share subject to antidilution provisions. These warrants were
distributed to designees of Sands Brothers. The agreement with Sands Brothers
has been terminated.
Private Placement Warrants:
In June 2003, we issued warrants to purchase 329,140 shares of our common stock
pursuant to our private placement. These warrants expire in June 2008 and were
initially exercisable at $7.00 per share. The registration rights agreement we
entered into with these purchasers provided for a reduction of the warrant
exercise price if we did not have an effective registration statement covering
the sale of the shares upon conversion of the preferred stock and exercise of
the warrants within 90 days of the grant of the warrants. As a result, the
exercise price of the warrants has been reduced to $3.46 per share and may be
further reduced to take in account antidilution provision. The exercise price of
these warrants is also adjusted upon stock splits, reverse splits,
reclassification and sales of stock below the exercise price.
We also issued warrants to purchase 64,243 shares of our common stock to Sands
Bros. and Alpine Capital Parties Ltd. who provided services in connection with
our private placement. These warrants expire in June 2008 and are exercisable at
5.00 per share.
Warrants Granted to Vendors
In July 2003, we issued five-year warrants to purchase 27,728 shares of our
common stock at an exercise price of 5.00 per share to Alpine Capital Partners
for services.
Warrants Granted to Investment Adviser
In September 2003 we have granted 100,000 five-year warrants to a Maximum Group
L.L.C., an investment adviser in consideration for services to be rendered to
us. The Warrants are exercisable at a price of $6.00 per share.
Warrants Issued to 7% Note holders
In connection with the 7% convertible debenture sale we issued to the note
holders five year warrants to purchase 62,500 shares of our common stock at an
exercise price of $5. The price is subject to dilution including price dilution
Once each consecutive 90-day period until maturity, we may require the exercise,
at the Exercise Price, of up to 20% of the original number of warrants in the
event that the market price of the our common stock is $10.00 or greater for
thirty (30) consecutive trading days, provided there is an effective
registration statement covering the resale of the shares subject to the warrant
with current prospectus available.
84
Bridge Warrants
In connection with the Bridge Notes we issued to the note holders five year
warrants to purchase 34,722 shares of our common stock at an exercise price of
$5.05. The exercise price has been reduced to $2.15 and an additional 100,000
warrants have been issued to these holders in connection with a release of a
security interest restricted cash. The exercise price and number of shares is
subject to price dilution and the number of shares may be increased if we do not
timely file a registration statement covering the underlying shares to these
warrants and the notes. Provided there is an effective registration statement
with a current prospectus available providing for resale of the Common Stock
issuable upon exercise of the warrant, we may, at our option, require the
conversion, of up to 20% of the original amount of the Notes, plus accrued and
unpaid interest if the market price of the Common Stock is $6.00 or greater for
twenty (20) consecutive trading days and the average daily trading volume of the
Common Stock during that period is at least 30,000 shares a day. We may also, at
our option, require the conversion, of up to an additional 20% of the original
number of warrants, plus accrued and unpaid interest if the market price of the
Common Stock is $7.00 or greater for twenty (20) consecutive trading days and
the average daily trading volume of the Common Stock during such twenty (20) day
period is at least 50,000 shares a day.
Wedge Note holder Warrants
In connection with the wedge Notes sold after the sale of the Bridge Notes, we
issued to the note holders five year warrants to purchase shares of our common
stock at an exercise price of $4.05. The price is subject to dilution including
price dilution. The number of warrants increases if we do not timely file our
registration statement covering the shares subject to the notes and warrant.
Provided there is an effective registration statement with a current prospectus
available providing for resale of the Common Stock underlying the warrants, we
may, at our option, require the exercise, of up to 20% of the original amount of
the warrants, plus accrued and unpaid interest if the market price of the Common
Stock is $6.00 or greater for twenty (20) consecutive trading days and the
average daily trading volume of the Common Stock during that period is at least
30,000 shares a day. We may also, at our option, require the exercise of, of up
to an additional 20% of the original amount of the warrants, plus accrued and
unpaid interest if the market price of the Common Stock is $7.00 or greater for
twenty (20) consecutive trading days and the average daily trading volume of the
Common Stock during such twenty (20) day period is at least 50,000 shares a day.
85
Laurus Warrant
We issued two warrants to Laurus to purchase a total of 493,827 shares of common
stocks in connection with our note transaction. These warrants expire in May
2011. One warrant was to purchase 296,297 shares of our common stock. The
exercise prices ranged from $4.05 to $4.66. The second warrant was only
exercisable if the restricted cash held by Laurus is released. This warrant is
for the purchase of 197,531 shares. In connection with securing a release of
funds restricted by our arrangements with Laurus, we (i) reduced the exercise
price to $2.15 for all warrants (ii) made all warrants immediately exercisable
and (iii) issued on an additional 500,000 shares at the same exercise price.
Placement Agent Warrants
In connection with our 2004 note transactions we issued warrants to purchase
254,318 shares of common stock. Of these, warrants to purchase 34,722 shares are
exercisable at $5.55; warrants to purchase 219,596 shares were originally
exercisable at $4.45, of which warrants to purchase 67,568 shares could not be
exercised until the Laurus restrictive cash was released. The warrants are
similar to the Bridge Note holders' warrants except these warrants provide for
cashless exercise. The exercise price of warrants to purchase 168,920 shares has
been reduced to $2.15 and all warrants are currently exercisable.
Transfer agent
The transfer agent for our common stock is Interwest Transfer Company, Inc. of
1981 East 4800 South Street, Salt Lake City, Utah 84117. Their telephone number
is (801)-272-7294.
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
Our bylaws provide that we will indemnify our officers and directors for costs
and expenses incurred in connection with the defense of actions, suits, or
proceedings against them on account of their being or having been directors or
officers of, absent a finding of misconduct in the performance of their duties.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the above described provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission their
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
86
In the event that a claim for indemnification against these liabilities (other
than the payment by us of expenses incurred or paid by any director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, issuer will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of the
issue.
Anti-takeover Provision of Florida Law
Section 607.0902 of the Florida Business Corporation Act prohibits the voting of
shares in a publicly-held Florida corporation that are acquired in a "control
share acquisition" unless the holders of a majority of the corporation's voting
shares (exclusive of shares held by officers of the corporation, inside
directors or the acquiring party) approve the granting of voting rights as to
the shares acquired in the control share acquisition or unless the acquisition
is approved by the corporation's board of directors, unless the corporation's
articles of incorporation or bylaws specifically state that this section does
not apply. A "control share acquisition" is defined as an acquisition that
immediately thereafter entitles the acquiring party to vote in the election of
directors within each of the following ranges of voting power; (i) one-fifth or
more, but less than one-third of such voting power: (ii) one-third or more, but
less than a majority of such voting power; and, (iii) more than a majority of
such voting power. Our bylaws do not negate this provision of the Florida law.
Shares Eligible for Future Resale
As of December 31, 2004, we had an aggregate of 11,544,119 shares of our common
stock issued and outstanding, of which approximately 7,100,000 share are
"restricted securities". These shares may be sold only in compliance with Rule
144 under the Securities Act 1933, as amended, or other exemptions from
registration requirements of the Securities Act. Rule 144 provides, in essence,
that a person holding restricted securities for a period of one year after
payment there for may sell, in brokers' transactions or to market makers, an
amount not exceeding 1% of the outstanding class of securities being sold, or
the average weekly reported volume of trading of the class of securities being
sold over a four-week period, whichever is greater, during any three-month
period. Persons who are not our affiliates and who had held their restricted
securities for at least two years are not subject to the volume or transaction
limitations. Substantially all of our presently issued shares as well as over
825,000 shares subject to our preferred stock are or will be capable of sale
pursuant to Rule 144 at years end subject to the foregoing limitations. In
addition, the shares offered hereby and in the concurrent offerings including
subject to these warrants and convertible securities, could add over 6,000,000
free trading shares. The sale of a significant number of these shares or the
shares eligible for resale under Rule 144 in the public market may adversely
affect prevailing market prices of our shares.
87
SELLING SHAREHOLDERS
Set forth below is a description of the transactions pursuant to which
securities were issued to the selling stockholders as well as additional
information.
In connection with the execution of an investment, advisory agreement between us
and Sands Brothers & Co. Ltd., a broker dealer, we issued five year warrants to
purchase 130,000 shares of our common stock to Sands Brothers. These warrants
are exercisable at $3.39 at per share. These warrants were later distributed to
persons associated with Sands Brothers. The Investment Advisor Agreement has
been terminated. We had no relationship with Sands Brothers prior to this
transaction.
Included in the number of shares of the selling stockholders are shares issuable
(or issued) upon conversion of preferred stock and exercise of warrants in our
Preferred Stock provide placation. In a June 2003, we sold 23,510 shares of our
convertible preferred stock for an aggregate gross consideration of $2,351,000.
For each share sold, the purchasers received five year warrants to purchase
fourteen shares of our common stock or a total of 329,140 at an exercise price
of $7.00 per share (which has since been reduced to $3.46 pursuant to the terms
of the Warrant). The preferred shares are convertible at an initial conversion
price of $3.50 which has been reduced to $2.00 for at least one year pursuant to
performance standards. The conversion price and exercise price are both subject
to anitdilution provisions.
In connection with the preferred stock, private placement we issued five year
warrants to provide a total of 64,243 shares of our common stock at an exercise
price of $5.00 per share to persons who assisted us, including Sands Brothers
and Alpine Capital Partners Group. We also issued five year warrants to Alpine
Capital Partners to acquire 27,728 shares of our Common stock at 5.00 per share.
Designees of Sands Brothers have received warrants to purchase an additional
101,352 shares of our common stock in connection with a subsequent private
placement. The resale of shares issuable pursuant to these warrants is included
in the concurrent offering.
In July 2003 we issued 127,117 shares of our common stock in satisfaction of
over an aggregate of $400,000 of indebtedness consisting of principal and
interest of two notes, to unaffiliated telemarketing contractors. For services
to us, one of these contact centers was Caribe Telesales Consultants, a selling
stockholder.
We issued 100,000 five year warrants to acquire our shares of our common stock
at $5.00 per share to Maxim Group LLC upon signing of an advisory agreement. The
resale of shares issuable upon exercise of these warrants is included herein.
Maxim Group has been issued warrants to purchase 169,857 shares of common stock
for acting as a placement agent in our recent 2004 note offerings. The resale of
these shares is subject to the concurrent offering. In addition an affiliate of
Maxim owns an additional 250,000 warrants. Therefore, Maxim and its affiliates
presently own 519,857 shares of common stock subject to warrants.
88
In December 2003, we sold our 7% convertible notes issued in connection with a
loan to us of $500,000. The note is now convertible into 200,000 shares of our
common stock. We also issued to the lenders five year warrants to purchase
62,500 shares of our common. The resale of these shares is included. An
affiliate of some of these purchasers entered into a advisory agreement and
acquired 50,000 shares of our common stock.
In April 2004 we purchased assets at a Philippines contact center and issued
64,035 shares of our common stock. These shares are included in the offering
hereby.
The following table contains information concerning the beneficial ownership of
our common stock by the selling stockholders. The table assumes all of the
shares being offered will be sold and unless otherwise described these
shareholders do not own any additional shares of our common stock. Because the
selling stockholders may sell all, some or none of the shares that it holds, the
actual number of shares that will be sold by the selling stockholders upon or
prior to termination of this offering may vary. The selling stockholders may
have sold, transferred or otherwise disposed of all or a portion of their shares
since the date on which they provided the information regarding their common
stock in transactions exempt from the registration requirements of the
Securities Act. Additional information concerning the selling stockholders may
be set forth from time to time in prospectus supplements to this prospectus.
89
Identity of Shares
Stockholderor Group Name Offered
- ------------------------ -------
Michael R. Hamblett(1) 2,940
Wolverine Trading, L.L.C.(1)(8)(9) 64,000
Truk Opportunity Fund, L.L.C.(1)(10) 12,800
Abingdon Investments, L.L.C.(1) 66,700
SDS Merchant Fund, LP(1)(9) 303,300
Daniel A. Gooze(1) 128,000
Otape Investments L.L.C.(1)(11) 192,000
Linda Smukler 64,000
WEC Partners(1)(12) 14,000
James Ricchiardi(1) 66,700
Cristopher Fiore(1) 64,000
CD Investment Partners(1)(13) 21,000
Steven B. Rosner(1) 224,000
Judith Barclay(1) 14,000
Wayne Saker(1) 14,000
MSS Children's Trust(2) 29,250
SSS Children's Trust(2) 29,250
Howard Sterling(2) 39,500
Edmund Belak 19,000
Sands Brothers(3) 30,657
Alpine Capital Partners(4) 61,314
Caribe Telesales Consultants, Inc.(5) 95,081
Maxim Partners, L.L.C.(6) 100,000
Generation Capital Associates(7)(15) 200,000
The Hart Organization Corp.(7)(16) 26,250
HOWARD COMMANDER 26,250
I-Call(8) 65,034
Bruce Silver(2) 13,000
Sands Brothers 30,657
Alpine Capital Partners 61,314
Caribe Telesales Consultants, Inc.(4) 95,081
Maxim Partners, LLC(6) 100,000
(1) Shares issued or issuable in connection with securities acquired in our
preferred stock private placement. These include shares subject to preferred
stock and warrants. Except in the case of shares already issued upon conversion
the foregoing does not reflect additional shares, which may be issued for
accrued dividends.
(2) Shares issuable upon exercise of the advisory warrants originally issued to
Sands Brothers. We understand each person had a relationship as employee,
consultant or affiliate of Sands Brothers at the time they acquired these
warrants.
(3) These shares are subject to warrants for services in our private placement.
(4) These shares are subject to warrants for services in connection with our
Preferred Stock private placement and for future services.
(5) Shares acquired in satisfaction for telemarketing fees payable to these
holders.
(6) Shares subject to warrants issued in connection with an investment advisory
agreement. Maxim Partners LLC, owns 98% of Maxim Group LLC, a registered broker
dealer. MJR Holdings LLC owns 72% of Maxim Partners LLC. Mike Rabinowitz is the
sole manager of MJR Holdings and has principal voting and dispositive power with
respect to the securities owned by Maxim Partners LLC.
(7) Shares issued upon conversion if our 7% convertible secured notes and
related warrants.
90
(8) Wolverine Trading Funding A, L.L.C. is owned by Robert Bellick, Christopher
Gust and Eric Henchel.
(9) SDS Capital Partners, L.L.C. is the partner of SDS Merchant Fund, LP.
general.
(10) Michael E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset
Management, L.L.C., the managing member of Truk Opportunity Fund, L.L.C.,
exercise investment and voting control over the shares. Both Mr. Fein and Mr.
Saltzstein disclaim beneficial ownership of the common stock owned by this
selling shareholder.
(11) OTAPE INVESTMENTS L.L.C. is owned by OJA Financial Group LP. The original
Purchaser was a broker dealer affiliate.
(12) WEC PARTNERS L.L.C. is owned by Ethan Berkowitz, Jaime Hartman and Daniel
Saks.
(13) John Ziegelman, as President of CD Capital Management, L.L.C., the
investment manager of CD Investment Partners, Ltd., may be deemed to have
beneficial ownership of the shares of Epixtar Corp. common stock underlying the
Series A Preferred Stock and Warrants owned by CD Investment Partners, Ltd. Mr.
Ziegelman disclaims beneficial ownership of such shares.
(14) This entity is beneficially owned by High Capital Funding which is managed
by Frank Hart.
(15) The Hart Organization Corp. is beneficially owned by Frank Hart.
Plan of Distribution
Sale of the shares may be made from time to time by the selling stockholders, or
subject to applicable law, by pledgees, donees, distributees, transferees or
other successors in interest. These sales may be made:
o on the over-the-counter market
o on foreign securities exchange
o in privately negotiated transactions or otherwise
o in a combination of transactions at prices
o at terms then prevailing
o at prices related to the then current market price
o at privately negotiated prices
Without limiting the generality of the foregoing, the shares may be sold in one
or more of the following types of transactions.
o A block trade in which the broker-dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus;
o an exchange distribution in accordance with the rules of such exchange;
o ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and
o face-to-face transactions between sellers and purchasers without a broker
dealer. In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales.
91
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders in amounts to be
negotiated in connection with the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Information as to whether underwriters who may be selected by the selling
stockholders, or any other broker-dealer, are acting as principal or agent for
the selling stockholders, the compensation to be received by underwriters who
may be selected by the selling stockholders, or any broker-dealer, acting as
principal or agent for the selling stockholders and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the Shares may be required to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any person who purchasers any of the Shares from or through such dealer or
broker.
We have advised the selling stockholders that during if at any time they may be
engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Exchange Act. The selling shareholders have
acknowledged such advice by separate agreement and agree therein to comply with
such regulation. In general, Regulation M precludes the selling stockholders,
any affiliated purchasers and any broker-dealer or other person who participates
in such distribution from bidding for or purchasing or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. A "distribution" is
defined in the rules as an offering of securities that is distinguished from
ordinary trading activities and depends on the "magnitude of the offering and
the presence of special selling efforts and selling methods". Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security.
We have agreed to indemnify the selling stockholder against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments to which such stockholder may be required to make in respect thereof.
92
Legal Matters
The validity of the common stock offered hereby will be passed upon for us by
Michael D. DiGiovanna, Esq., 212 Carnegie Center, Suite 206, Princeton, New
Jersey 08540.
Experts
Our financial statements included in this prospectus and elsewhere in the
registration statement, to the extent and for the periods indicated in their
respective reports, have been audited by Rachlin Cohen & Holtz LLP and Liebman
Goldberg & Drogin LLP independent certified public accountants, whose reports
thereon appear elsewhere herein and in the registration statement.
Available Information
We have filed with the Commission, Washington, D.C. 20549, a Registration
Statement on Form SB-2 under the Securities Act with respect to our common stock
offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules to the
registration statement. For further information with respect to us and our
common stock offered hereby, reference is made to the Registration Statement and
the exhibits and schedules filed as a part of the Registration Statement.
Statements contained in this prospectus concerning the contents of any contract
or any other document are not necessarily complete; reference is made in each
instance to copy of such contract or any other document filed as an exhibit to
the registration statement. Each such statement is qualified in all respects by
such reference to such exhibit. We are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended and in accordance therewith
file annual, quarterly and special reports, proxy statements and other
information with the SEC. The registration statement, including exhibits and
schedules thereto, may be inspected without charge at the Commission's principal
office in Washington D.C., and copies of all or any part thereof may be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, after payment of fees prescribed by the Commission. The
Commission also maintains a WorldWideWebsite that provides access to reports,
proxy and information statements and other information regarding registrants
that file electronically with the address http://www.sec.gov.
93
EPIXTAR CORP. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
PAGE
----
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRMS F-1 - F-2
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Operations F-4
Statements of Stockholders' Equity (Deficiency) F-5,6
Statements of Cash Flows F-7
Notes to Financial Statements F-8 - F-47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRMS
The Board of Directors
Epixtar Corp. and Subsidiaries
Miami, Florida
We have audited the accompanying consolidated balance sheet of Epixtar Corp. and
Subsidiaries as of December 31, 2003, and the related consolidated statements of
operations, stockholders' equity (deficiency), 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.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Epixtar
Corp. and Subsidiaries as of December 31, 2003, and the consolidated results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States.
As more fully described in Note 3, the Company is subject to certain
profitability and liquidity issues. Management's plans with respect to those
issues are also presented in Note 3.
RACHLIN COHEN & HOLTZ LLP
Miami, Florida
March 17, 2004
F-1
The Board of Directors
Epixtar Corp. and Subsidiaries
Formerly Global Asset Holdings, Incorporated and Subsidiaries
Miami, Florida
We have audited the accompanying consolidated balance sheets of Epixtar Corp.
and Subsidiaries formerly Global Asset Holdings, Incorporated and Subsidiaries
as of December 31, 2002, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 2002 and
2001. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Epixtar Corp. and
Subsidiaries as of December 31, 2002, and the consolidated results of their
operations and their cash flows for the years ended December 31, 2002 and 2001,
in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a negative working capital, which raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans regarding
those matters are partially discussed in the Notes to financial statements.
The accompanying financial statements for the years ended December 31, 2002 and
2001 have been restated as discussed in Note 2.
Liebman Goldberg & Drogin, LLP
Garden City, New York
March 11, 2003, except for Note 2 as to which
the date is April 5, 2004
F-2
EPIXTAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
September 30, ----------------------------
------------
2004 2003 2002
------------ ------------ ------------
ASSETS (Unaudited) (Restated)
------
Current Assets:
Cash and cash equivalents (includes amounts held in escrow
of $1,082,116 in 2004 and $855,502 in 2003) $ 1,723,305 $ 1,342,186 $ 722,674
Restricted cash 175,000 416,721 --
Accounts receivable, net 4,213,795 5,609,675 3,802,326
Note receivable 600,000 -- --
Deferred loan costs, current portion 317,203 -- --
Prepaid expenses and other current assets 293,690 227,203 59,940
Deferred billing costs 68,032 271,256 154,246
------------ ------------ ------------
Total current assets 7,391,025 7,867,041 4,739,186
------------ ------------ ------------
Property and Equipment, Net 4,949,249 1,263,844 406,971
------------ ------------ ------------
Other Assets:
Goodwill 3,360,272 3,360,272 3,360,272
Deferred loan costs, net of current portion 397,549 -- --
Deposits and other 1,164,222 491,637 76,716
------------ ------------ ------------
Total other assets 4,922,043 3,851,909 3,436,988
------------ ------------ ------------
Total assets $ 17,262,317 $ 12,982,794 $ 8,583,145
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Debt, current portion $ 3,492,243 $ 121,513 $ 483,786
Accounts payable 2,907,887 3,009,932 3,211,934
Accounts payable subject to compromise -- -- 385,401
Accrued interest 367,362 175,185 274,988
Accrued expenses and taxes 1,240,334 146,566 1,123,676
Deferred revenue 784,749 1,459,657 2,897,693
Note payable, stockholder 2,447,838 -- --
------------ ------------ ------------
Total current liabilities 11,240,413 4,912,853 8,377,478
------------ ------------ ------------
Long-Term Liabilities:
Note payable, stockholder -- 2,369,350 2,264,700
Debt, net of current portion 3,552,345 23,603 88,451
Common stock to be issued -- 279,000 --
------------ ------------ ------------
Total long-term liabilities 3,552,345 2,671,953 2,353,151
------------ ------------ ------------
Commitments and Contingencies -- -- --
Stockholders' Equity (Deficiency):
Convertible preferred stock, $.001 par value;
10,000,000 shares authorized; 16,500 and 23,510 shares issued and
outstanding (liquidation preference of $3,300,000 and $4,702,000) 17 24 --
Common stock, $.001 par value, 50,000,000 shares authorized;
11,544,219, 10,643,734 and 10,503,000 shares issued
and outstanding 11,544 10,644 10,503
Additional paid-in capital 21,985,297 18,442,395 13,391,873
Accumulated Comprehensive Income 1,296 -- --
Accumulated deficit (19,528,595) (13,055,075) (15,549,860)
------------ ------------ ------------
Total stockholders' equity (deficiency) 2,469,559 5,397,988 (2,147,484)
------------ ------------ ------------
Total liabilities and stockholders' equity (deficiency) $ 17,262,317 $ 12,982,794 $ 8,583,145
============ ============ ============
See notes to consolidated financial statements
F-3
EPIXTAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended
September 30, Years Ended December 31,
---------------------------- --------------------------------------------
2004 2003 2003 2002 2001
------------ ------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Restated) (Restated)
Revenues $ 13,529,770 $ 30,192,199 $ 36,404,803 $ 26,250,851 $ 1,189,723
------------ ------------ ------------ ------------ ------------
Cost of Sales 3,869,367 13,446,849 16,725,774 17,781,967 1,684,615
------------ ------------ ------------ ------------ ------------
Gross Profit (Loss) 9,660,403 16,745,350 19,679,029 8,468,884 (494,892)
------------ ------------ ------------ ------------ ------------
Expenses:
Selling, general and administrative 11,263,494 7,333,044 9,797,541 6,038,823 1,673,048
Consulting fees and reimbursements-related party 2,025,945 1,918,167 3,537,618 2,111,438 625,000
Provision for doubtful accounts 318,078 1,892,451 1,533,983 2,083,268 --
Depreciation 788,895 128,380 214,299 98,557 6,817
------------ ------------ ------------ ------------ ------------
14,396,412 11,272,042 15,083,441 10,332,086 2,304,865
------------ ------------ ------------ ------------ ------------
Income (Loss) from Operations (4,736,009) 5,473,308 4,595,588 (1,863,202) (2,799,757)
------------ ------------ ------------ ------------ ------------
Other Income (Expense):
Interest expense (2,825,443) (316,470) (542,280) (497,702) (90,597)
Gain on settlement of debts -- -- 324,966 -- --
Other income (7,813) -- 886 -- --
Gain (loss) on debt extinguishment 1,140,537 -- -- (9,550,700) --
Amortization of purchased intangibles -- -- -- -- (361,434)
------------ ------------ ------------ ------------ ------------
(1,692,719) (316,470) (216,428) (10,048,402) (452,031)
------------ ------------ ------------ ------------ ------------
Income (Loss) from Continuing Operations (6,428,728) 5,156,838 4,379,160 (11,911,604) (3,251,788)
Gain (Loss) from Discontinued Operations -- -- -- (43,318) 267,190
------------ ------------ ------------ ------------ ------------
Income (Loss) Before Income Taxes (6,428,728) 5,156,838 4,379,160 (11,954,922) (2,984,598)
Provision for Income Taxes -- 491,172 -- -- --
------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ (6,428,728) $ 4,665,666 $ 4,379,160 $(11,954,922) $ (2,984,598)
Cumulative dividends on preferred stock (176,852) (54,857) (188,080) -- --
Beneficial conversion feature of preferred stock -- (1,884,375) (1,884,375) -- --
------------ ------------ ------------ ------------ ------------
Income (Loss) Available to Common Stockholders $ (6,605,580) $ 2,726,434 $ 2,306,705 $(11,954,922) $ (2,984,598)
============ ============ ============ ============ ============
Net Income (Loss) Per Common Share:
Basic:
Continuing operations $ (0.62) $ 0.26 $ 0.22 $ (1.13) $ (0.42)
Discontinued operations -- -- -- -- 0.03
------------ ------------ ------------ ------------ ------------
Net income (loss) $ (0.62) $ 0.26 $ 0.22 $ (1.13) $ (0.39)
============ ============ ============ ============ ============
Diluted:
Continuing operations $ (0.62) $ 0.19 $ 0.17 $ (1.13) $ (0.42)
Discontinued operations -- -- -- -- 0.03
------------ ------------ ------------ ------------ ------------
Net income (loss) $ (0.62) $ 0.19 $ 0.17 $ (1.13) $ (0.39)
============ ============ ============ ============ ============
See notes to consolidated financial statements
F-4
EPIXTAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Continued)
Preferred Stock Common Stock Additional
--------------------------- --------------------------- Paid-in
Shares Amount Shares Amount Capital
------------ ------------ ------------ ------------ ------------
Balance, January 1, 2001 (Restated) -- $ -- 6,000,000 $ 6,000 $ 1,000
Year Ended December 31, 2001 (Restated):
Issuance of shares in acquisition -- -- 4,500,000 4,500 3,617,376
Distribution in connection with acquisition -- -- -- -- --
Issuance of shares for services -- -- 3,000 3 13,497
Net loss -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2001 (Restated) -- -- 10,503,000 10,503 3,631,873
Year Ended December 31, 2002 (Restated):
Warrants issued in connection with debt extinguishment -- -- -- -- 9,760,000
Net loss -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2002 (Restated) -- -- 10,503,000 10,503 13,391,873
Year Ended December 31, 2003:
Issuance of common stock for services -- -- 13,617 14 84,986
Issuance of common stock in settlement of liabilities -- -- 127,117 127 444,785
Issuance of preferred stock, net of offering costs 23,510 24 -- -- 2,136,376
Beneficial conversion feature of convertible debt -- -- -- -- 326,619
Warrants issued with convertible debt -- -- -- -- 173,381
Beneficial conversion feature of preferred stock -- -- -- -- 1,884,375
Net income -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2003 23,510 24 10,643,734 10,644 18,442,395
Nine Months Ended September 30, 2004 (Unaudited):
Issuance of common stock -- -- 33,333 33 8,967
Issuance of common stock for services -- -- 125,000 125 334,250
Issuance of shares in acquisitions -- -- 168,664 169 743,439
Conversion of convertible debt -- -- 195,552 195 578,637
Conversion of preferred shares into common stock (7,010) (7) 377,936 378 44,421
Beneficial conversion feature of convertible debt -- -- -- -- 1,567,470
Warrants issued with convertible debt -- -- -- -- 1,152,390
Warrants issued for loan costs -- -- -- -- 253,865
Gain on extinguishment of convertible debt -- -- -- -- (1,140,537)
Comprehensive Loss -- -- -- -- --
Net loss -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, September 30, 2004 (Unaudited) 16,500 $ 17 11,544,219 $ 11,544 $ 21,985,297
============ ============ ============ ============ ============
Accumulated
Accumulated Comprehensive
Deficit Loss Total
------------ ------------ ------------
Balance, January 1, 2001 (Restated) $ (385,340) $ -- $ (378,340)
Year Ended December 31, 2001 (Restated):
Issuance of shares in acquisition -- -- 3,621,876
Distribution in connection with acquisition (225,000) -- (225,000)
Issuance of shares for services -- -- 13,500
Net loss (2,984,598) -- 2,984,598)
------------ ------------ ------------
Balance, December 31, 2001 (Restated) (3,594,938) -- 47,438
Year Ended December 31, 2002 (Restated):
Warrants issued in connection with debt extinguishment -- -- 9,760,000
Net loss (11,954,922) -- (11,954,922)
------------ ------------ ------------
Balance, December 31, 2002 (Restated) (15,549,860) -- (2,147,484)
Year Ended December 31, 2003:
Issuance of common stock for services -- -- 85,000
Issuance of common stock in settlement of liabilities -- -- 444,912
Issuance of preferred stock, net of offering costs -- -- 2,136,400
Beneficial conversion feature of convertible debt -- -- 326,619
Warrants issued with convertible debt -- -- 173,381
Beneficial conversion feature of preferred stock (1,884,375) -- --
Net income 4,379,160 -- 4,379,160
------------ ------------ ------------
Balance, December 31, 2003 (13,055,075) -- 5,397,988
Nine Months Ended September 30, 2004 (Unaudited):
Issuance of common stock -- -- 9,000
Issuance of common stock for services -- -- 334,375
Issuance of shares in acquisitions -- -- 743,608
Conversion of convertible debt -- -- 578,832
Conversion of preferred shares into common stock (44,792) -- --
Beneficial conversion feature of convertible debt -- -- 1,567,470
Warrants issued with convertible debt -- -- 1,152,390
Warrants issued for loan costs -- -- 253,865
Gain on extinguishment of convertible debt -- -- (1,140,537)
Comprehensive Loss -- 1,296 1,296
Net loss (6,428,728) -- (6,428,728)
------------ ------------ ------------
Balance, September 30, 2004 (Unaudited) $(19,528,595) $ 1,296 $ 2,469,559
============ ============ ============
See notes to consolidated financial statements
F-5
EPIXTAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS CASH FLOWS
Nine Months Ended
September 30, Year Ended December 31,
--------------------------- ------------------------------------------
2004 2003 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Cash Flows from Operating Activities: (Unaudited) (Unaudited) (Restated) (Restated)
Net income (loss) $ (6,428,728) $ 4,665,666 $ 4,379,160 $(11,954,922) $ (2,984,598)
Adjustments to reconcile net income (loss) to net
cash and cash equivalents provided by (used in)
operating activity:
Depreciation and amortization 788,895 128,380 219,209 140,224 368,251
Provision for doubtful accounts 318,078 1,892,451 1,533,983 2,083,268 --
(Gain) loss on extinguishment of debt (1,140,537) -- -- 9,550,700 --
Stock-based compensation 158,208 125,446 260,000 -- 13,500
Interest paid with issuance of common stock -- 40,446 40,446 -- --
Amortization of beneficial conversion feature of
convertible debt 1,812,434 -- 27,218 -- --
Amortization of discount on convertible debt 600,288 -- 14,448 -- --
Amortization of loan costs 362,609 -- -- -- --
Amortization of discount on stockholder loan 78,488 -- 104,650 -- --
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 1,077,802 (3,723,399) (3,281,101) (5,154,083) (716,215)
Prepaid expenses and other (54,987) 243,225 (158,740) (58,274) 897
Deferred billing costs 203,224 (488,519) (117,010) (118,746) (35,500)
Deposits (130,207) (336,657) (366,611) (42,720) (30,973)
Increase (decrease) in:
Accounts payable and accrued expenses 1,204,126 (1,446,918) (1,304,679) 3,306,330 960,455
Accounts payable - subject to compromise -- -- (385,401) 385,401 --
Deferred revenues (674,908) (1,518,178) (1,438,036) 2,542,692 355,001
Income taxes payable -- 491,172 -- -- --
------------ ------------ ------------ ------------ ------------
Net cash and cash equivalents (used in)
provided by operating activities (1,825,215) 73,115 (472,464) 679,870 (2,069,182)
------------ ------------ ------------ ------------ ------------
Cash Flows from Investing Activities:
Cash paid for acquisition of Phoneboy, net of cash
acquired -- -- (8,768) -- --
Cash paid for acquisition of Philippines call center (269,745) -- -- -- --
Cash paid for acquisition of property and equipment (2,540,294) (344,350) (1,058,814) (304,062) (102,957)
Investment in note receivable (600,000) -- -- -- --
Cash released (restricted) by governmental agency 241,721 -- (416,721) -- --
------------ ------------ ------------ ------------ ------------
Net cash and cash equivalents used in
investing activities (3,168,318) (344,350) (1,484,303) (304,062) (102,957)
------------ ------------ ------------ ------------ ------------
Cash Flows from Financing Activities:
Acquisition of goodwill -- -- -- -- (225,000)
Proceeds from issuance of preferred stock, net -- 2,136,400 2,136,400 -- --
Proceeds from the issuance of debt, net of loan costs 6,671,499 -- 500,000 624,282 2,424,375
Repayment of notes payable and capital lease
obligations (1,298,143) (60,886) (74,121) (351,299) --
Proceeds from exercise of stock options -- 14,000 14,000 -- --
------------ ------------ ------------ ------------ ------------
Net cash and cash equivalents provided
financing activities 5,373,356 2,089,514 2,576,279 272,983 2,199,375
------------ ------------ ------------ ------------ ------------
Net Effect of Exchange Rates on Cash 1,296 (2,760) -- -- --
------------ ------------ ------------ ------------ ------------
Net Increase in Cash and Cash Equivalents 381,119 1,815,519 619,512 648,791 27,236
Cash and Cash Equivalents, Beginning 1,342,186 722,674 722,674 73,883 46,647
------------ ------------ ------------ ------------ ------------
Cash and Cash Equivalents, Ending $ 1,723,305 $ 2,538,193 $ 1,342,186 $ 722,674 $ 73,883
============ ============ ============ ============ ============
Supplemental Disclosure of Cash Flow Information:
Income Tax Paid -- -- -- -- --
Interest Paid $ 220,543 $ 588,282 $ 355,518 $ 497,702 $ 6,925
============ ============ ============ ============ ============
See notes to consolidated financial statements
F-6
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Epixtar Corp. (the "Company") was incorporated in Florida in June 1994.
The Company, previously known as Global Asset Holdings ("Global"),
changed its name on November 25, 2002. The Company was originally known
as Pasta Bella, Inc. and changed to Global in 1997. The Company was
originally formed to acquire other entities or businesses.
On November 14, 2000, the Company acquired an 80% interest in
SavOnCalling.com, L.L.C.: ("SavOn") held by Transvoice Investment, Ltd.
("Transvoice"). Transvoice's original interest of 51% ownership in
SavOn increased to 80% on November 14, 2000, pursuant to an acquisition
agreement dated May 1, 2000 between Transvoice and Teltran
International, Inc. ("Teltran"). SavOn was engaged in the marketing and
resale of domestic and international telecommunications services.
During the year 2001, SavOn discontinued its business operations. On
August 28, 2002, SavOn filed for reorganization under Chapter 11 of the
federal bankruptcy code. Teltran held a minority interest of 20% in
SavOn, until its remaining interest was transferred to the Company as
part of the bankruptcy settlement during 2003.
On March 31, 2001, the Company acquired all of the outstanding shares
of National Online Services, Inc. ("NOL"). Transvoice and a non-related
party owned 80% and 20% of the outstanding shares respectively. NOL was
incorporated in February 2001 as a provider of subscription based
"yellow pages" internet directory services. In July 2003, NOL was
merged into a newly formed subsidiary incorporated in Delaware under
the same name and continued to provide the same services.
On June 1, 2001, the Company formed a wholly owned subsidiary,
incorporated in Florida; One World Public Communications, Corp. ("One
world"). One World was formed to provide low-rate pay phone service for
international calls. In September 2003, the Company formed a new wholly
owned subsidiary of the same name, incorporated in Delaware. In January
2004, the Florida Corporation was merged into the surviving Delaware
Corporation of the same name and purpose.
In December 2001, the Company formed two additional subsidiaries;
Merchant Internet Services Corp. ("Merchant") and Liberty On-Line
Services, Inc. ("Liberty"), formerly Bell America Communications, Corp.
Merchant was formed to provide customer care service to customers of
NOL. Merchant changed its name to Epixtar Account Services, Inc.
("EAS") in June 2003. Liberty was formed to offer small business
solutions such as internet access, web-site design and hosting, and
telecommunication services to customers obtained by using direct
customer contact ("telemarketing"). In July 2003, EAS and Liberty were
merged into two newly formed subsidiaries incorporated in Delaware
under the same names and continue to provide the same services and
perform the same functions.
F-7
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Additionally, during 2002, the Company formed seven additional wholly
owned subsidiaries incorporated in Florida. These subsidiaries provide
various internet, telecommunication, and telemarketing services as well
as internal management functions. In July 2003, these subsidiaries,
were merged into newly formed subsidiaries incorporated in Delaware
under the same names and continue to provide the same services and
perform the same functions.
In August 2002, the Company formed a wholly owned subsidiary,
incorporated in Florida, Epixtar Prepaid Communications Corp.
("Prepaid") for the purpose of selling prepaid telephone services. In
August 2003, Prepaid was merged into a newly formed subsidiary
incorporated in Delaware under the same name and continues to provide
the same services and perform the same functions.
In October 2003, Prepaid acquired the assets and certain liabilities of
Phoneboy Prepaid, Inc., a Florida Corporation, for $10,000 cash and
15,652 restricted shares of the common stock of the Company valued at
$90,000. Phoneboy Prepaid, Inc. sold prepaid phone cards through retail
outlets throughout the United States. The purchase price was allocated
to the fair value of the net assets acquired with the excess of $34,330
assigned to identifiable intangibles (non-compete agreement). The
operations of Prepaid are included in the accompanying consolidated
financial statements from the date of acquisition. In May 2004, the
operations of Prepaid were sold. The Company does not consider the
acquisition, the operations or the sale to be significant or material.
In February 2003, the Company formed a wholly owned subsidiary,
incorporated in Florida, Epixtar Marketing Services Corp. ("Marketing")
for the purpose of providing marketing services for its in-house call
centers. In August 2003, Marketing was merged into a newly formed
subsidiary incorporated in Delaware under the same name and continues
to provide the same services and perform the same functions.
In June 2003, the Company formed a wholly owned subsidiary, Epixtar
Group, Inc. ("Group"). Group was formed to own the Company's four
wholly owned internet service providers and EAS. In August 2003, Group
was merged into a newly formed subsidiary incorporated in Delaware
under the same name and continues to provide the same services and
perform the same functions. In January 2004, Group changed its name to
NOL Group, Inc.
On July 24, 2003, the Company formed a wholly owned subsidiary, Epixtar
Philippines IT-Enabled Services Corporation, incorporated in the
Philippines. The Company was formed to engage in the business of
operating contact centers for the purpose of fielding and managing
incoming calls related to customer services, and making and managing
outgoing calls for sales, customer service, direct response, back
office support, and other similar functions (see Note 20).
F-8
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
In August 2004, the Company created a wholly owned subsidiary, Voxx
Corporation ("Voxx"), incorporated in Florida. Voxx is parent company
of all the company's wholly owned subsidiaries that operate in the
contact center business.
In 2003, the Company operated primarily in one segment - business
solutions which are internet based. In 2004, the Company began material
operations in a second segment - contact center outsourcing services.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Epixtar Corp. (formerly Global Asset Holdings, Inc.), and its
wholly-owned subsidiaries; SavOnCalling.com, L.L.C; NOL Group,
Inc.; National Online Services, Inc.; One World Public
Communications, Corp.; Epixtar Account Services Corp.
(formerly Merchant Internet Services, Inc.); Liberty On-Line
Services, Inc.; Ameripages, Inc. (formerly Amerilinc, Inc.);
Epixtar Communications Corp.; Epixtar Financial Corp.; Epixtar
Management Corp.; Epixtar Solutions, Corp.; Epixtar Prepaid
Communications Corporation, Inc.; Epixtar Philippines
IT-Enabled Services Corporation; Epixtar Marketing Services
Corp.; Epixtar BPO Services Corporation; Epixtar International
Contact Center Ltd.; Epixtar Information Technology, Private,
Ltd.; Epixtar Direct Response, Corp.; Epixtar Direct Sales
Corp.; Voxx Corporation,; and B2B Advantage, Inc. (formerly
SBA Online, Inc.). All significant intercompany accounts and
transactions have been eliminated.
REVENUE RECOGNITION
INTERNET SERVICE PROVIDER SERVICES
National Online Services, Inc., Liberty On-line Services,
Inc., B2B Advantage, Inc., and Ameripages, Inc. are providers
of subscription based "yellow pages" internet directory
services. The Company, through these subsidiaries, provides
small businesses with internet access, websites, and e-mail
addresses through the resale of dial-up technology. Customers
are obtained utilizing outside professional telemarketing call
centers and in-house telemarketers. Each sale is evidenced by
a recorded acceptance, which is reviewed by a third party
quality control provider before the company processes an
order. Each customer is entitled to a free thirty-day trial
period, during which the customer can cancel the service at no
charge. The customers are billed monthly, a predetermined
fixed amount, for one month in advance. Revenue is recognized
during the period in which services are provided and revenue
is deferred for the portion of the advance billings that is
attributed to the following accounting period. The amount of
deferred revenue is determined by multiplying the advance
billing amounts by the percentage of days during the preceding
thirty-day service period that occur during the subsequent
accounting period. All billing and collecting is done by third
party billing services. Collections are remitted on a weekly
or monthly basis for billings that occurred approximately
sixty to ninety days prior.
F-9
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
REVENUE RECOGNITION (Continued)
PAY PHONE SERVICES
One World Public Communications Corp. provides low rate long
distance international pay phone service. Its revenues in 2003
and 2002 have been minimal. The pay phone operators are billed
monthly, based upon actual usage at each pay phone. When a
call is initiated, revenues are earned. Revenue is based upon
contracts with the pay phone operator at stated rates.
CONTACT CENTER SERVICES
Revenues from contact center operations are derived from
telemarketing and verification services provided to customers
based on customer-specific terms. Depending on the contract
under which telemarketing services are provided, the company
may earn revenues on a commission or hourly basis, or both.
In certain instances, the Company is compensated on an hourly
basis, regardless of success rates, for the initial phase-in
of a pre-determined number of seats, or telemarketers. The
revenues generated under these types of arrangements are
billed on a weekly basis, for the preceding week, and are
recognized as revenue during the period in which the services
were provided. Additionally, the Company is compensated on a
per-verified-sale basis based on the number of sales
generated. The company is also compensated on an hourly basis
for verification services related to the sales generated. The
revenues generated under these types of arrangements are
billed on a weekly basis, for the preceding week, and are
recognized as revenue during the period in which the sales
were generated and verified. Customers are required to remit
payment to the Company within seven days of invoicing.
In other instances, the Company is compensated based on the
percentage of sales revenue generated for its customers over a
predetermined period of time. The Company's customers report
billings for sales generated by the Company on a monthly
basis, at which time the Company invoices the customer for the
preceding month's activity. The customer is required to remit
payment within 60 days of the close of the month in which the
billings occur. The Company recognizes revenue during the
periods in which its customers bill for the services sold
through the telemarketing efforts. The Company also earns an
additional "bonus commission" equal to a predetermined
percentage of estimated annual sales for each sale generated.
The Company receives the payment within 60 days of the initial
sale and may be required to return a pro rata portion of the
payments in the event a customer cancels the service sold
within a one-year period. The Company recognizes the revenue
related to these commissions over a one year period beginning
with the date the initial sale was made. The portion of the
payments received that are subject to be returned to the
customer are recorded as deferred revenue.
F-10
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
REVENUE RECOGNITION (Continued)
OTHER
Revenues derived from the operations of Phoneboy Prepaid,
Inc., which was acquired in October 2003 and disposed of in
May 2004, were immaterial to total consolidated revenues.
USE OF ESTIMATES
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in
the United States requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
UNAUDITED FINANCIAL INFORMATION
The accompanying financial statements as of September 30, 2004
and for the nine months ended September 30, 2004 and 2003 are
unaudited. However, in the opinion of management, such
financial statements contain all adjustments, consisting only
of normal recurring adjustments, necessary for a fair
presentation of financial position, results of operations and
cash flows for such periods. Results of interim periods are
not necessarily indicative of results to be expected for an
entire year.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation is
computed principally using the straight-line method for
financial reporting purposes and using accelerated methods for
income tax purposes. Estimated useful lives for financial
reporting purposes range from five to seven years.
Expenditures which significantly increase value or extend
useful asset lives are capitalized.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
ADVERTISING EXPENSE
The cost of advertising is expensed as incurred. The Company
incurred advertising costs of $91,399 (unaudited) and $16,191
(unaudited) for the nine months ended September 30, 2004 and
2003, respectively. The Company incurred $70,686, $4,744 and
$19,419 in advertising costs during 2003, 2002 and 2001,
respectively.
F-11
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("SFAS") No. 107,
"Disclosures About Fair Value of Financial Instruments",
requires disclosure of the fair value information, whether or
not recognized in the balance sheet, where it is practicable
to estimate that value. The amounts reported for cash,
accounts receivable, prepaid expenses, loans payable, accounts
payable and accrued expenses approximate their fair value
because of their short maturities. The amount of the note
payable - stockholder has been presented at its estimated fair
value (see Note 10).
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist primarily of
cash and cash equivalents and accounts receivable. The
Company's investment policy is to invest in low risk, highly
liquid investments. At various times during the year, the
Company had cash balances in excess of federally insured
limits. The Company maintains its cash balances with high
quality financial institutions, which management believes
reduces such risk.
The Company utilizes the services of outside third-party
billing houses. Since the Company's receivables collected by
clearing agents are not segregated, there is a concentration
risk and possible loss upon the bankruptcy or defalcation of
any clearing agent. There is no substantial dependency on any
billing house as they are utilized for better cash flow
management and compliance issues.
Historically, the Company has depended on third-party vendors
for its telemarketing and fulfillment operations.
Substantially, all of the Company's telemarketing vendors
operated their facilities outside the United States. As of
December 31, 2003, no third-party telemarketers were being
utilized and the Company plans to perform these functions
internally for the foreseeable future.
STOCK-BASED COMPENSATION
The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB No. 25), and related interpretations, in accounting for
its employee and board of director stock options rather than
the alternative fair value accounting allowed by SFAS No. 123,
"Accounting for Stock-Based Compensation". APB No. 25 provides
that the compensation expense relative to the Company's
employee stock options is measured based on the intrinsic
value of the stock option.
SFAS No. 123 requires companies that continue to follow APB
No. 25 to provide a pro-forma disclosure of the impact of
applying the fair value method of SFAS No. 123. The Company
follows SFAS No. 123 in accounting for stock options issued to
non-employees.
F-12
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
EARNINGS (LOSS) PER SHARE
The Company has adopted SFAS Statement No. 128, "Earnings per
Share". The statement establishes standards for computing and
presenting earnings per share (EPS). It requires dual
presentation of basic and diluted EPS on the face of the
income statement. There is no presentation of diluted loss per
share in 2002 or the nine months ended September 30, 2004
(unaudited) as the effect of common stock options, warrants
and convertible debt amounts were antidilutive. Note 19
discusses the computation of earnings (loss ) per common
share.
Notes 9, 14, and 15 discuss the issuance of warrants issued as
consideration for debt restructuring, compensation for
consulting services, in connection with the issuance of
preferred stock, and in relation to the issuance of
convertible debt. Note 17 discusses options issued through the
Company's incentive stock option plan.
Pro forma information regarding net income and earnings per
share is required by SFAS No. 123, "Accounting for Stock-Based
Compensation," and has been determined as if the Company had
accounted for its stock options under the fair value method of
that Statement. The fair value for these options was estimated
at the grant date using a Black-Scholes option pricing model
with the following weighted average assumptions for 2003, 2002
and 2001, respectively: risk-free interest rates of 3.04%,
4.08% and 3.12%, dividend yields of 0%, 0% and 0%, volatility
factors of the expected market price of the Company's common
stock of 214%, 209% and 65%; and a weighted average expected
life of the options of 5 years.
The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options, which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Company's employee stock options have
characteristics significantly different from those of traded
options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its
employee stock options. For purposes of pro forma disclosures,
the estimated fair value of the options is amortized to
expense over the options' vesting period.
No stock-based employee compensation cost is reflected in net
income (loss), as all options granted under those plans had an
exercise price equal to the market value of the underlying
common stock on the date of the grant. The following table
illustrates the effect on net income (loss) and income (loss)
per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123, Accounting
for Stock-Based Compensation, to stock-based employee
compensation.
F-13
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
EARNINGS (LOSS) PER SHARE (Continued)
Nine Months
Ended Years Ended December 31,
September 30, -----------------------------------------------
2004 2003 2002 2001
------------- ------------- ------------- -------------
(Unaudited) (Restated) (Restated)
Net income (loss) available to
common shareholders $ (6,605,580) $ 2,306,705 $ (11,944,922) $ (2,984,598)
Deduct: total stock-
based compensation
expense determined
under fair value based
method for all awards,
net of related tax effects (2,303,717) (2,527,813) (815,629) (459,540)
------------- ------------- ------------- -------------
Pro forma net income (loss) $ (8,909,297) $ (221,108) $ (12,760,551) $ (3,444,138)
============= ============= ============= =============
Loss per share:
Basic:
As reported $ (0.62) $ 0.22 $ (1.13) $ (0.39)
============= ============= ============= =============
Pro forma $ (0.80) $ (0.02) $ (1.21) $ (0.44)
============= ============= ============= =============
Diluted:
As reported $ (0.62) $ 0.17 $ (1.13) $ (0.39)
============= ============= ============= =============
Pro forma $ (0.80) $ (0.02) $ (1.21) $ (0.44)
============= ============= ============= =============
GOODWILL
Goodwill represents the excess acquisition cost over the fair
value of the tangible and identified intangible net assets of
the NOL acquisition in 2001. Goodwill was being amortized over
an estimated useful life of five years. In accordance with
SFAS No. 142 "Goodwill and Other Intangible Assets", the
Company no longer amortizes goodwill, but reviews goodwill for
impairment.
SFAS No. 142 requires the Company to compare the fair value of
goodwill to the carrying amount and determine if impairment
occurred. Impairment occurs when the fair value of the
goodwill is lower than the carrying value. For the years ended
December 31, 2003 and 2002, fair value was determined based on
discounted cash flows, market multiples or appraisal value as
appropriate. For the years ended December 31, 2003 and 2002,
there was no impairment.
F-14
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
INTANGIBLE ASSETS
The Company's intangible assets consist of a non-competition
agreement entered into as part of the acquisition of Phoneboy
Prepaid, Inc. (see above). The non-competition agreement is
stated on the basis of cost and is amortized on a
straight-line basis over two years (see Note 8). There were no
intangibles with indefinite lives as of September 30, 2004
(unaudited) or December 31, 2003 or 2002. Intangible assets
are included in "Deposits and Other" in the accompanying
consolidated financial statements.
INCOME TAXES
The Company accounts for income taxes under SFAS No. 109,
"Accounting for Income Taxes". SFAS No. 109 requires an asset
and liability approach for financial reporting for income
taxes. Under SFAS No. 109, deferred taxes are provided for
temporary differences between the carrying values of assets
and liabilities for financial reporting and tax purposes at
the enacted rates at which these differences are expected to
reverse.
DISCONTINUED OPERATIONS
In March 2001, the Company discontinued the operations of
SavOn. In 2002, SavOn had no operations, sales or other
significant transactions.
BUSINESS SEGMENTS
SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information", establishes standards for the way that
public companies report information about operating segments
in annual financial statements and requires reporting of
selected information about operating segments in interim
financial statements regarding products and services,
geographic areas, and major customers. SFAS No. 131 defines
operating segments as components of a company about which
separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The
required segment information is contained in Note 21.
RECENT ACCOUNTING PRONOUNCEMENTS
In 2002, the Company adopted the disclosure provisions of SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure (an amendment to FASB Statement No. 123)." SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim
financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results.
F-15
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51." In
December 2003, the FASB issued FIN No. 46R, which clarified
certain issues identified in FIN 46. FIN 46R requires an
entity to consolidate a variable interest entity if it is
designated as the primary beneficiary of that entity even if
the entity does not have a majority of voting interests. A
variable interest entity is generally defined as an entity
where its equity is unable to finance its activities or where
the owners of the entity lack the risk and rewards of
ownership. The provisions of this statement apply at inception
for any entity created after January 31, 2003. For an entity
created before February 1, 2003, the provisions of this
interpretation must be applied at the beginning of the first
interim or annual period beginning after March 1, 2004. The
Company does not have any interest in variable interest
entities and therefore the adoption of this standard has not
had an impact on the Company's financial position and results
of operations.
In April 2003, the Financial Accounting Standards Board
("FASB") issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies the accounting for derivative
instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities under SFAS No.
133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The adoption of
SFAS No. 149 did not have any impact on the Company's
financial position, results of operations or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." SFAS No. 150 requires that certain
financial instruments, which under previous guidance were
recorded as equity, be recorded as liabilities. The financial
instruments affected include mandatorily redeemable stock,
certain financial instruments that require or may require the
issuer to buy back some of its shares in exchange for cash or
other assets, and certain obligations that can be settled with
shares of stock. The Company adopted SFAS No. 150 on June 1,
2003. The adoption of this statement did not have any effect
on the Company's financial position, results of operations or
cash flows.
F-16
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In November 2002, the Financial Accounting Standards Board
issued Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," an interpretation of
SFAS No. 5, 57, and 107 and rescission of SFAS Interpretation
No. 34. This statement addresses the disclosures to be made by
a guarantor in its interim and annual financial statements
about its obligations under guarantees. This interpretation
also clarifies the requirements related to the recognition of
a liability by a guarantor at the inception of a guarantee for
the obligations the guarantor has undertaken in issuing that
guarantee. The adoption of this statement did not have a
significant impact on the Company's financial position or
results of operations.
NOTE 2. RESTATEMENT OF PRIOR CONSOLIDATED FINANCIAL STATEMENTS
The prior consolidated financial statements of the Company have been
restated as a result of management re-evaluating the accounting
treatment of three previously recorded transactions. Those transactions
are as follows:
SAVON L.L.C.: ACQUISITION
In November 2000, the Company exchanged 2,000,000 shares of
Company common stock for 80% of the outstanding member
interests of SavOn L.L.C.: Transvoice Investments Ltd., the
seller, received 33% of the outstanding common stock of the
Company through this acquisition. Pursuant to SEC Staff
Accounting Bulletin No. 48, this acquisition should have been
recorded at historical cost of SavOn because of the
significance of the ownership interest that the Transvoice
stockholder interests had following this acquisition. However,
the Company recorded the transaction at the fair value of the
Company common stock exchanged for the interest and, as a
result, goodwill was recorded in connection with this
acquisition which should not have been recorded. The Company
has restated the prior consolidated financial statements to
record this acquisition at historical cost of SavOn at the
date of purchase and, consequently, removed all goodwill,
goodwill amortization and impairment charges previously
recorded relating to this transaction.
NATIONAL ON LINE ACQUISITION
On March 31, 2001, the Company acquired 100% of the
outstanding equity interests of National OnLine, in a
transaction involving two payments, for a total of 4,500,000
shares of Company common stock. Due to the fact that
Transvoice Investments Ltd. owned 80% of National On Line
prior to the acquisition and 56% of the outstanding Company
common stock following the acquisition, the purchase of the
80% interest should have been recorded at historical cost of
National OnLine, pursuant to the guidelines of SEC Staff
Accounting Bulletin No. 48. Rather than record the 20%
interest at fair value and the 80% interest at historical
cost, the Company recorded the
F-17
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 2. RESTATEMENT OF PRIOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NATIONAL ON LINE ACQUISITION (Continued)
entire acquisition at the fair value of the 4,500,000 shares
of Company common stock exchanged. As a result, goodwill was
recorded in connection with the purchase of the 80% which
should not have been recorded. The Company has restated the
prior consolidated financial statements to reflect the
acquisition of the 80% interest at historical cost of National
OnLine at the date of purchase and, consequently, removed the
goodwill and goodwill amortization related thereto.
LOSS ON EXTINGUISHMENT OF DEBT
On October 31, 2001, the Company entered into a loan agreement
to borrow up to $5,000,000 from a then unrelated entity. The
note provided for interest at 7%, was collateralized by
accounts receivable and was due on demand. In August and
September 2002, the creditor became a stockholder of the
Company when the entity acquired a total of 770,000 common
shares. In November 2002, the Company entered into an
agreement, which was executed on December 6, 2002 and amended
on March 3, 2003, whereby the creditor released the collateral
and agreed not to demand payment before January 2005 in
exchange for certain consideration. That consideration
consisted of warrants to purchase 4,000,000 shares of Company
common stock at an exercise price of $.50 per share for a term
of three years beginning in May 2003. Pursuant to EITF 96-19,
management has determined that the transaction should have
been treated as an extinguishment of the original instrument
and an execution of a new note at December 6, 2002. The fair
value of the warrants, determined on the grant date (March 3,
2003), should have been treated as a component of the
calculation of the loss associated with that extinguishment
and should have been recognized in the statement of operations
in December 2002. In addition, the new note should have been
recorded at fair value on the date that it was entered into
(December 6, 2002).
In 2002, the Company recorded the fair value of the warrants
at the date the agreement was negotiated (November 2002) as
deferred financing costs and began amortizing those costs over
the new life of the loan (two years). The 2002 consolidated
financial statements have been restated to reflect the loss on
debt extinguishment in 2002, measured by the fair value of the
warrants on the date of grant, reduced by the discount on the
note required to reflect that note at fair value at the date
it was executed. The discount is being amortized over the life
of the new note, approximately two years. The fair value of
both the warrants and the note payable was determined by
appraisal.
SUMMARY
As a result of the transactions described above, the
previously reported net loss for the year ended December 31,
2002 has increased by approximately $9,509,000 to
approximately $11,955,000. Net loss per share as previously
reported for 2002 ($.23) was restated to a net loss per share
of $(1.13). In addition, stockholders' equity as of
F-18
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 2. RESTATEMENT OF PRIOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUMMARY (Continued)
December 31, 2002 of approximately $12,043,000 as previously
reported was reduced to a stockholders' deficiency of
approximately $2,147,000.
The previously reported net loss for the year ended December
31, 2001 has decreased by approximately $13,534,000 to
approximately $2,985,000. Net loss per share for 2001 as
previously reported ($2.13) was restated to net loss per share
of $(0.39). In addition, stockholders' equity as of December
31, 2001 of approximately $13,489,000 has been reduced to
approximately $47,400.
The restated balance sheet as of December 31, 2002 is as
follows:
As
Previously
Reported Adjustments Restated
------------ ------------ ------------
ASSETS
Debt restructuring costs - current portion $ 500,000 $ (500,000) $ --
Other current assets 4,739,186 4,739,186
Property and equipment, net 406,971 -- 406,971
Debt restructuring costs - non-current portion 458,333 (458,333) --
Goodwill 16,801,359 (13,441,087) 3,360,272
Other Assets 76,716 -- 76,716
------------ ------------ ------------
Total assets $ 22,982,565 $(14,399,420) $ 8,583,145
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ 8,377,478 $ -- $ 8,377,478
------------ ------------ ------------
Long-Term Debt:
Capital lease obligation 88,451 -- 88,451
Note payable 2,474,000 (209,300) 2,264,700
------------ ------------ ------------
Total long-term debt 2,562,451 (209,300) 2,353,151
------------ ------------ ------------
Stockholders' Equity (Deficiency):
Common stock 10,503 -- 10,503
Additional paid-in capital 31,757,997 (18,366,124) 13,391,873
Accumulated deficit (19,725,864) 4,176,004 (15,549,860)
------------ ------------ ------------
Total stockholders' equity (deficiency) 12,042,636 (14,190,120) (2,147,484)
------------ ------------ ------------
Total liabilities and stockholders'
equity (deficiency) $ 22,982,565 $(14,399,420) $ 8,583,145
============ ============ ============
F-19
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 2. RESTATEMENT OF PRIOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUMMARY (Continued)
The restated statement of operations for the year ended
December 31, 2002 is as follows:
As Previously
Reported Adjustments Restated
------------- ------------ ------------
Revenues $ 26,250,851 $ -- $ 26,250,851
Cost of sales 17,781,967 -- 17,781,967
------------ ------------ ------------
Gross profit 8,468,884 8,468,884
Selling, general and administrative 10,332,086 -- 10,332,086
------------ ------------ ------------
Loss from operations (1,863,202) -- (1,863,202)
Other (expense):
Interest expense (539,369) 41,667 (497,702)
Loss on debt extinguishment -- (9,550,700) (9,550,700)
------------ ------------ ------------
Loss from continuing operations (2,402,571) (9,509,033) (11,911,604)
Loss from discontinued operations (43,318) -- (43,318)
------------ ------------ ------------
Net Loss $ (2,445,889) $ (9,509,033) $(11,954,922)
============ ============ ============
Net Loss Per Common Share
Basic and Diluted:
Continuing operations $ (0.23) $ (0.91) $ (1.13)
Discontinued operations (0.00) (0.00) (0.00)
------------ ------------ ------------
Net loss $ (0.23) $ (0.91) $ (1.13)
============ ============ ============
Weighted Average Number of Common
Shares Outstanding 10,503,000 -- 10,503,000
============ ============ ============
The restated balance sheet as of December 31, 2001 is as follows:
As Previously
Reported Adjustments Restated
------------- ------------ ------------
ASSETS
Total current assets $ 842,560 $ -- $ 842,560
Property and equipment, net 201,466 -- 201,466
Goodwill 16,801,359 (13,441,087) 3,360,272
Other Assets 33,996 -- 33,996
------------ ------------ ------------
Total assets $ 17,879,381 $(13,441,087) $ 4,438,294
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ 4,338,130 $ -- $ 4,338,130
------------ ------------ ------------
Total Long-Term Debt 52,726 -- 52,726
------------ ------------ ------------
Stockholders' Equity
Common stock 10,503 -- 10,503
Additional paid-in capital 30,757,997 (27,126,124) 3,631,873
Accumulated deficit (17,279,975) 13,685,037 (3,594,938)
------------ ------------ ------------
Total stockholders' equity 13,488,525 (13,441,087) 47,438
------------ ------------ ------------
Total liabilities and stockholders'
equity $ 17,879,381 $(13,441,087) $ 4,438,294
============ ============ ============
F-20
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 2. RESTATEMENT OF PRIOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUMMARY (Continued)
The restated statement of operations for the year ended December 31,
2001 is as follows:
As Previously
Reported Adjustments Restated
------------- ------------ ------------
Revenues $ 1,189,723 $ -- $ 1,189,723
Cost of sales 1,684,615 -- 1,684,615
------------ ------------ ------------
Gross profit (loss) (494,892) -- (494,892)
Selling, general and administrative 2,298,048 -- 2,298,048
------------ ------------ ------------
Loss from operations (2,792,940) -- (2,792,940)
------------ ------------ ------------
Other (expense):
Interest expense 90,597 -- 90,597
Loss on debt extinguishment 6,817 -- 6,817
Amortization of purchased intangibles 1,950,241 (1,588,807) 361,434
------------ ------------ ------------
(2,047,655) (1,588,807) (458,848)
------------ ------------ ------------
Loss from continuing operations (4,840,595) 1,588,807 (3,251,788)
Income (loss) from discontinued operations (11,678,492) 11,945,682 267,190
------------ ------------ ------------
Net Loss $(16,519,087) $ 13,534,489 $ (2,984,598)
============ ============ ============
Net Loss Per Common Share
Basic and Diluted:
Continuing operations $ (0.62) $ 0.20 $ (0.42)
------------ ------------ ------------
Discontinued operations (1.51) 1.54 (0.03)
------------ ------------
Net loss $ (2.13) 1.74 (0.39)
============ ============ ============
Weighted Average Number of Common
Shares Outstanding 7,758,693 7,758,693
============ ============
NOTE 3. PROFITABILITY AND LIQUIDITY
At December 31, 2003, the Company reflected an accumulated deficit of
approximately $13,000,000 as a result of net losses in each year of
operation except 2003. In the first quarter of 2003 the Company began
to report profitable operations. However, cash flows from operations
for the year ended December 31, 2003 were negative. In the nine months
ended September 30, 2004, the Company reported a net loss of
approximately $6,429,000 (unaudited). The Company continues to
experience certain liquidity issues.
In October 2003, the Federal Trade Commission ("FTC") served a
complaint in which the FTC alleged that the Company and certain
subsidiaries were misleading potential customers of the internet
service business. Specifically, the FTC alleged that the Company was
signing customers for a free thirty day trial period without
appropriate consent and was failing to inform those customers that
unless the service was cancelled before the end of the thirty day trial
period the customer would be billed for the service in future periods.
At the same time it served the complaint, the Court issued a temporary
restraining order, asset freeze, order permitting expedited discovery,
order appointing a temporary receiver and an order to show cause in an
action temporary receiver and an order to show cause in an action
commenced by the FTC.
F-21
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 3. PROFITABILITY AND LIQUIDITY (Continued)
In November 2003, without any finding of wrongdoing, the Company agreed
in principle to enter into a preliminary injunction with the FTC. As a
result, the Company was allowed to resume business and the asset freeze
was lifted. As part of the agreement, the Company was required to
establish an escrow account for the payment of future customer refunds
and other amounts subject to future resolution of the dispute with the
FTC, into which approximately $1,702,000 was deposited. As of December
31, 2003, the amount held in escrow was approximately $856,000. During
2003, the Company paid $75,000 in fees and fines and received released
funds of approximately $772,000 from the escrow funds. In addition, the
Company can not utilize approximately $417,000 of cash held in
Philippine and U.S. bank accounts until they receive approval by the
FTC. As a result, this cash is reflected as restricted in the
accompanying balance sheet. The action by the FTC, and the Company's
resulting defense against such action, caused the Company to experience
business interruption and incur substantial costs. Commencing on
October 30, 2003, the Company was unable to market its internet product
and has not yet returned to marketing at a level equivalent to that
before the injunction. All of this has had a significant negative
impact on the financial position and results of operations of the
Company which has not yet been fully measured. Also, although the
Company believes that it is operating within the current laws and
regulations, there can be no assurance that there will be no further
action by the FTC or any other governmental agency in the future.
In part as a result of the actions of the FTC, the Company decided to
expedite the implementation of a business plan previously developed,
which involves moving into an additional business segment. The Company
intends to sell outsourcing services to customers through call centers
which the Company will own and/or operate. This business plan calls for
the Company to acquire or establish call center operations in foreign
countries. This business expansion will require substantial working
capital commitments on the part of the Company.
In addition, the Company currently operates an internet based business
which could be subject to technological obsolescence in the future.
While the Company intends to continue to operate the internet provider
service business, the Company also intends to expend significant
resources developing the previously described call center operations.
As a result, there may not be sufficient resources available to allow
the internet provider service business to maintain or increase its
customer base.
In order to maintain profitability, the Company needs to be able to
retain customers in the internet provider service segment as well as
develop customers in the call center segment. Management believes that
the steps it is taking to implement the new business plan will allow
the Company to maintain profitability. These steps include:
o hire additional management personnel with call center experience
o enter into preliminary agreements to acquire call center assets in
the Philippines
o enter into a lease in Manila for space to be developed as a call
center
o enter into agreements for outsourcing services
o prepare a private placement offering for debt or equity funding
o renegotiate the maturity date of debt instrument (see Note 10)
F-22
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 3. PROFITABILITY AND LIQUIDITY (Continued)
Although management believes that the actions currently being taken
provide the opportunity for the Company to maintain profitability and
liquidity, there can be no assurances that management's plans will be
achieved.
NOTE 4. ACCOUNTS RECEIVABLE
December 31,
September 30, -------------------------------
2004 2003 2002
-------------- -------------- --------------
(Unaudited) (Restated)
Accounts receivable - gross $ 1,905,389 $ 3,424,963 $ 2,018,256
Holdbacks and reserves 5,975,815 5,733,290 4,285,564
Unbilled receivables 300,223 114,834 420,763
-------------- -------------- --------------
8,181,427 9,273,087 6,724,583
Allowance for doubtful accounts (2,226,876) (2,178,035) (2,132,371)
Estimated settlement liabilities (1,740,756) (1,485,377) (789,886)
-------------- -------------- --------------
Accounts receivable - net $ 4,213,795 $ 5,609,675 $ 3,802,326
============== ============== ==============
The Company's accounts receivable include the determined collectible
portion of receivables based upon reconciliation with the outside
billing services and local exchange carriers (LEC). Additionally, as is
common business practice in the
F-23
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
telecommunications industry, the billing services remit collections
reduced by a "holdback or reserve". The holdback or reserve represents
anticipated uncollectible billings, disputed billings or adjustments to
a customer's account and are included in accounts receivable net of an
allowance for collectibility. While holdbacks and reserves are expected
to be collected, the Company has established an allowance of
approximately fifty percent of such amounts as of September 30, 2004
(unaudited) and December 31, 2003 and 2002. The Company writes off
accounts considered uncollectible against the allowance upon
notification from the billing companies that amounts are uncollectible.
Additionally, based upon notification from the billing companies, the
Company recorded $1,740,756, $1,485,377 and $789,886 at September 30,
2004, and December 31, 2003 and 2002, respectively, in anticipated
adjustments due the billing companies as future settlements. Unbilled
receivables represent amounts billed subsequently for services provided
in the current period. Estimated liabilities represent billing costs
related to prior billings performed by an unrelated third party billing
company, which the company discontinued use of in 2003. The billing
company is holding reserves and holdbacks related to previous billings
and these reserves will be remitted to the company net of the costs
that the estimated liabilities represent. Therefore, the estimated
settlement liabilities are offset against the holdbacks and reserves
included in accounts receivable. The 50% allowance for uncollectible
amounts is recorded equal to 50% of the holdbacks and reserves, less
the estimated liabilities.
The Company's accounts receivables serve as collateral for certain debt
of the Company (see Note 9).
F-24
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 4. ACCOUNTS RECEIVABLE (Continued)
FACTORING AGREEMENTS
In April 2003, a subsidiary of the Company entered into a factoring
and security agreement with a non-related party. Under the terms of
the agreement, a maximum of $2,000,000 of accounts receivable could
be factored at a 50% advance rate for an initial discount fee of
1.25% of the purchased receivable. For accounts receivables
uncollected after 30 days, the Company was charged an additional
0.625% for every 15 day period up to 90 days. Thereafter, for the
next two 15-day periods, the Company was charged an additional
0.75%. This agreement was terminated during 2004. Accounts
receivable are also factored through a billing company under similar
terms with a maximum advance of $500,000. The total amount of
factored accounts receivable was $397,886 (unaudited) and $1,001,752
as of September 30, 2004 and December 31, 2003, respectively.
Factoring charges amounted to $311,346 during 2003 and $371,000
(unaudited) for the nine months ended September 30, 2004. Accounts
receivable are presented net of factored amounts.
DEFERRED REVENUE
The Company's customers are billed on a thirty day cycle. Deferred
revenue represents the pro-rata portion of billings to customers
that have not been earned. Customers are billed monthly for one
month in advance. The amount of deferred revenue is determined by
multiplying the advance billing amounts by the percentage of days
during the preceding thirty-day service period that occur during the
subsequent accounting period.
NOTE 5. NOTE RECEIVABLE
In July 2004 the Company advanced $600,000 to an entity with which
the Company entered into a letter of intent to acquire. The note was
payable in July 2005 and accrued no interest. During the fourth
quarter of 2004, the Company entered into an agreement to purchase
the entity in January 2005, at which time, the note will be applied
to the purchase price (See Note 23) The Company advanced and
additional $300,000 in November 2004.
F-25
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 6. DEFERRED BILLING COSTS
The Company's billing costs consist of transaction charges from its
third party billing companies and LEC's. Billing costs are deducted by
the billing companies in advance by reducing amounts collected on the
Company's behalf before remitting the net amount. Since the Company
bills its customers one month in advance, a portion of the billing
costs deducted from remittances from the billing companies relate to
transaction charges for revenues that are deferred (see Note 4). The
amount of deferred billing costs is determined by multiplying the
advance billing amounts by the percentage of days during the preceding
thirty-day service period that occur during the subsequent accounting
period.
NOTE 7. PROPERTY AND EQUIPMENT
December 31,
Estimated September 30, -----------------------------
Useful Lives 2004 2003 2002
------------ ------------- ------------- -------------
(Unaudited)
Equipment 5-7 years $ 2,780,720 $ 1,012,682 $ 353,284
Construction in progress n/a 1,407,643 - -
Software 3 Years 200,000 200,000 -
Furniture and fixtures 7 years 478,584 241,193 141,434
Vehicles 5 years 179,211 - -
Leasehold improvements 5 years 1,011,434 129,583 17,628
------------- ------------- -------------
6,057,592 1,583,458 512,346
Less: accumulated depreciation
and amortization (1,108,343) (319,614) (105,375)
------------- ------------- -------------
$ 4,949,249 $ 1,263,844 $ 406,971
============= ============= =============
F-26
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Depreciation expense was $214,299 and $98,557 for the years ended
December 31, 2003 and 2002, respectively, and $417,230 (unaudited) for
the nine months ended September 30, 2004.
NOTE 8. INTANGIBLE ASSETS
September 30, December 31,
2004 2003
------------- -------------
(Unaudited)
Balance of non-competition agreement:
Gross $ 39,237 $ 39,237
Accumulated amortization 19,628 4,907
------------- -------------
Net balance $ 19,609 $ 34,330
============= =============
The Company had no amortizable intangible assets at December 31, 2002.
Amortization expense for intangible assets was $4,907 for the year
ended December 31, 2003
F-27
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
and $14,721 (unaudited) for the nine months ended September 30, 2004.
Estimated amortization expense for the succeeding years ending December
31 is as follows:
2004 $ 19,619
2005 14,711
F-28
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
(Unaudited)
In July 2002, National Online
Services, Inc. issued notes to two
telemarketing vendors in the amounts
of $302,532 and $101,934. The notes
were payable in one year, bearing
interest at 10% per annum and were
given in settlement of outstanding
accounts payable balances. The notes
were satisfied with the issuance of
stock in 2003.
$ - $ - $ 404,466
In October 2003, the Company acquired
the assets and certain liabilities of
Phone Prepaid, Inc., which included a
revolving line of credit in the
amount of $10,000 bearing annual
interest at 3.25% above prime. The
prime rate was 4.00% on December 31,
2003. The line of credit was repaid
and terminated upon the sale of the
assets of Phone Prepaid, Inc. during
the second quarter of 2004.
- 9,800 -
F-29
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In December 2003, the Company issued
a convertible debenture in the amount
of $500,000 to unrelated parties. The
debenture accrues interest at 7%
annually and matures in December
2004. The outstanding principal and
interest on the debenture is
convertible at any time into shares
of the Company's common stock. On the
date of the issuance of the
convertible debenture, Company's
common stock had a closing price per
share on the Over-the Counter
Bulletin Board of $5.15. Based on the
terms of the conversion associated
with the debenture, there was an
intrinsic value associated with the
beneficial conversion feature
estimated at $326,619, which was
recorded as deferred interest and
presented as a discount on the
convertible debenture, net of
amortization to be taken over the
one-year term of the debenture. Also,
as part of the convertible debenture,
the company issued detachable
warrants to purchase 62,500 shares of
the Company's common stock for $5.00
per share exercisable at any time
over a five year period from the date
of issuance. Using the Black-Scholes
model the Company estimated the fair
value of the warrants and allocated
$173,381 of the proceeds from the
debenture to the warrants which was
recorded as deferred interest and
presented as a discount on the
convertible debenture, net of
amortization to be taken over the
one-year term of the debenture. The
note is collateralized by the
Company's accounts receivables.
416,667 41,666 -
F-30
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT (Continued)
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
(Unaudited)
In April and May 2004, the Company
issued unsecured convertible
promissory notes in the amount of
$2,500,000 to unrelated parties. The
notes accrue interest at 8% annually
and mature in April 2005. The
outstanding principal and interest on
the notes are convertible at any time
into shares of the Company's common
stock. On the date of the issuance of
the convertible notes, the Company's
common stock had a closing price per
share on the Over-the Counter
Bulletin Board ranging from $4.25 to
$4.75. Based on the terms of the
conversion associated with the notes,
there was an intrinsic value
associated with the beneficial
conversion feature estimated at
$1,817,787, which was recorded as
deferred interest and presented as a
discount on the convertible
debenture, net of amortization to be
taken over the one-year term of the
notes. Also, as part of the
convertible notes, the company issued
detachable warrants to purchase
136,749 shares of the Company's
common stock for $5.05 per share
exercisable at any time over a five
year period from the date of
issuance. Using the Black-Scholes
model the Company estimated the fair
value of the warrants and allocated
$401,852 of the proceeds from the
notes to the warrants which was
recorded as deferred interest and
presented as a discount on the
convertible notes, net of
amortization to be taken over the
one-year term of the notes. In May
2004, certain holders of the
convertible notes exercised their
rights to convert principal and
accrued interest valued at $578,833
into 195,552 shares of common stock.
$925,000, plus accrued interest was
repaid in cash in May 2004. In August
2004, the terms of the convertible
notes were significantly modified,
resulting in the elimination of the
deferred interest related to the
intrinsic value of the beneficial
conversion feature (see note below).
922,286 - -
F-31
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT (Continued)
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
(Unaudited)
In May 2004, the Company issued a
secured convertible term note in the
amount of $5,000,000 to an unrelated
party. As of June 30, 2004,
approximately $1,930,000 of the
principal amount of the note is held
in a restricted account pursuant to
the terms of the note and will be
released upon the effectiveness of a
registration statement filed with the
Securities Exchange Commission
covering the securities underlying
the note. Interest accrues on the
unrestricted principal balance of the
note at an annual interest rate equal
to the prime rate plus 2.5%, and
shall not exceed 8%. Interest accrues
on the restricted balance of the note
at 1% annually. The note matures in
May 2007 with equal monthly principal
payments of $90,900 beginning in
October 2004 until the maturity date.
The outstanding principal and
interest on the note is convertible
at any time into shares of the
Company's common stock. On the date
of the issuance of the convertible
note, the Company's common stock had
a closing price per share on the
Over-the Counter Bulletin Board of
$4.10. Based on the terms of the
conversion associated with the notes,
there was an intrinsic value
associated with the beneficial
conversion feature estimated at
$3,089,585, which was recorded as
deferred interest and presented as a
discount on the convertible
debenture, net of amortization to be
taken over the three-year term of the
note. Also, as part of the
convertible note, the company issued
detachable warrants to purchase
492,827 shares of the Company's
common stock at exercise prices
ranging from $4.05 to $4.65 per share
exercisable at any time over a
seven-year period from the date of
issuance. Using the Black-Scholes
model the Company estimated the fair
value of the warrants and allocated
$1,163,910 of the proceeds from the
note to the warrants which was
recorded as deferred interest and
presented as a discount on the
convertible note, net of amortization
to be taken over the three-year term
of the note. In August 2004, the
terms of the convertible notes were
significantly modified, resulting in
the elimination of the deferred
interest related to the intrinsic
value of the beneficial conversion
feature (see note below).
4,395,575 - -
F-32
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT (Continued)
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
(Unaudited)
In April 2004, a subsidiary of the
Company issued a non-interest bearing
note in the amount of $191,230 to a
vendor in payment of outstanding
accounts payable of the same amount.
The note is payable in 30 equal
monthly payments of $6,374. Pursuant
to the note, the Company made four
payments totaling $25,496 during the
first month of the note.
140,235 - -
In May 2004, the company acquired the
net assets of a call center located
in the Philippines. As of June 30,
2004, the Company owed the selling
party $88,966 payable within 60 days
of the date of purchase agreement.
The balance due is non-interest
bearing.
89,285 - -
F-33
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
At various times during 2004 the
Company purchased equipment related
to its call center operations from a
vendor that allows payments to be
made over 18 months and charges
interest at an annual rate of 11%.
309,309 - -
In September 2004, the Company issued
a promissory note in the amount of
$485,714, payable over a period of
one-year. The note was executed in
conjunction with the purchase of
software licenses related to the
Company's call center business and
bears no interest. The licenses will
be delivered to the Company as the
Company determines the need for such
licenses and principal payments will
occur in proportion to the number of
licenses delivered compared to the
total number of licenses purchased.
485,714 - -
F-34
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31,
September 30, -----------------------------
2004 2003 2002
------------- ------------- -------------
In August 2004, the Company issued a
promissory note in the amount of
6,064,380 Philippines pesos
(approximately US$ $108,293 as of
September 30, 2004) payable over 36
months in monthly installments of
principle and interest of
approximately US$3,000. The notes are
secured by automobiles.
105,362 - -
The Company leases certain equipment
under capitalized leases with monthly
payments ranging from $120 to $3,300
and interest ranging from 7% to 14%
annually. The leases expire in years
ranging from 2004 to 2007. Minimum
future lease payments total $218,013,
consisting of $65,114 in 2004,
$105,849 in 2005, and $47,050 in
2006. $37,858 of the minimum future
lease payments represents interest.
180,155 93,650 167,771
------------- ------------- -------------
7,044,588 145,116 572,237
Less current portion (3,492,243) 121,513 483,786
------------- ------------- -------------
$ 3,552,346 $ 23,603 $ 88,451
============= ============= =============
F-35
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT (Continued)
Annual maturities of long-term debt are as follows:
As of As of
September 30, December 31,
For the years ending December 31, 2004 2003
------------- -------------
(unaudited)
2004 $ 1,465,811 $ 579,847
2005 2,524,749 17,828
2006 1,246,985 5,775
2007 2,572,426 -
Total payments due 7,809,970 603,450
Less unamortized discount (765,472) (458,334)
$ 7,044,588 $ 145,116
EXTINGUISHMENT OF DEBT (UNAUDITED)
In August 2004, the Company agreed to reduce the conversion prices
of the convertible notes issued in April and May of 2004 and the
exercise prices of the related detachable warrants to $2.10 and
$2.15 per share, respectively, as consideration for the release of
$400,384 of funds held in escrow. Also, as additional consideration,
the Company issued, to the holders of the notes, additional
five-year warrants to purchase 600,000 shares of common stock at an
exercise price of $2.15 per share. The modification of the terms of
the convertible notes was accounted for as an extinguishment of the
original notes and the issuance of new notes in accordance
F-36
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
with the requirements of EITF 96-19: Debtor's Accounting for a
Modification or Exchange of Debt Instruments ("EITF 96-19"). On the
date of the modification of the terms of the convertible notes, the
Company's common stock had a closing price per share on the Over-the
Counter Bulletin Board of $.90. Based on the terms of the conversion
associated with the notes, there was no longer beneficial conversion
features associated with the notes. In accordance with EITF 96-19,
the notes are reflected on the balance sheet as if they were
originally issued on the date of modification, resulting in the
elimination of the discounts related to the intrinsic value of the
beneficial conversion features of the notes on the dates of
issuance. The elimination of the discounts was offset by a charge to
additional paid-in capital. Using the Black-Scholes model, the
Company estimated the fair value of the additional and original
warrants as of the date of modification and allocated $711,688 of
the proceeds from the notes to the warrants which was recorded as
deferred interest and presented as a discount on the convertible
notes, net of amortization to be taken over the period from the
modification date to the maturity dates of the notes.
SUBSEQUENT ISSUANCES OF DEBT (UNAUDITED)
In October 2004, in connection with the purchase of equipment
related to the contact center business, the Company issued a note in
the amount of $500,000, which accrues interest at an annual rate of
6% and matures in December 2004.
F-37
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 9. DEBT (Continued)
In October 2004, the Company issued an unsecured subordinated
convertible note in the amount of $550,000. The note accrues interest
at 5% annually and matures in May 2007. The outstanding principal and
accrued interest on the note are convertible at any time into shares of
the Company's common stock. The outstanding principal and interest on
the note are subject to automatic conversion upon the occurrence of
certain events as set forth in the note agreement. Contingent upon the
occurrence, or non occurrence, of certain events, the holder may be
entitled to receive warrants to purchase a number of shares of the
Company's common stock at variable exercise prices as defined in the
agreement.
NOTE 10. NOTE PAYABLE - STOCKHOLDER
On October 31, 2001, the Company entered into a loan agreement to
borrow up to $5,000,000 from a then unrelated entity. In August 2002,
the creditor became a stockholder of the Company. The note provided for
interest at 7%, was collateralized by accounts receivable and was due
on demand. In November 2002, the Company entered into an agreement,
which was executed on December 6, 2002 and amended on March 3, 2003,
whereby the creditor released the collateral and agreed not to demand
payment before January 2005 in exchange for certain consideration. That
consideration consisted of warrants to purchase 4,000,000 shares of
Company common stock at an exercise price of $.50 per share for a term
of three years beginning in May 2003. Pursuant to EITF 96-19,
management accounted for this transaction as an extinguishment of the
original instrument and an execution of a new note at December 6, 2002.
The fair value of the warrants was recorded as a component of the
calculation of the loss associated with that extinguishment. The new
note was recorded at fair value on the date that it was entered into
(December 6, 2002). The resulting discount on the note is being
amortized over the life of the new note, approximately two years. The
fair value of both the warrants and the note payable was determined by
appraisal.
As part of the agreement, the creditor also agreed to release its
security interest in the Company's accounts receivable to the extent
required to secure additional debt financing. Except for the demand
deferral and the release of the security interest, all other terms of
the note stayed in effect. The outstanding principal balance was
$2,369,350 and $2,264,700 as of December 31, 2003 and 2002,
respectively. Interest of $255,334 was paid in July 2003.
F-38
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 11. ACCOUNTS PAYABLE - SUBJECT TO COMPROMISE
As discussed in Note 1, 2 and 17, the Company's subsidiary, SavOn,
filed for bankruptcy protection under Chapter 11. At the time of
filing, SavOn had $385,401 in liabilities of which $351,263 was due to
its telecommunications carrier and related to a lawsuit initiated by
the carrier. Pre-petition liabilities are required to be segregated
from post-petition liabilities. Upon completion of a plan of
reorganization as part of Chapter 11 or change in bankruptcy status,
liabilities subject to compromise are adjusted. During 2003, a
bankruptcy settlement was reached, resulting in a forgiveness of the
liabilities amounting to $324,966.
NOTE 12. NON-CASH INVESTING AND FINANCING ACTIVITIES
During June 2003, the Company issued warrants to purchase 329,140
shares of common stock at an exercise price of $7.87 per share,
exercisable over five years, relating to the issuance of preferred
stock (see Note 14). The exercise price of the warrants has been
reduced to $3.46 per share due to the non-occurrence of certain events
in accordance with a registration rights agreement entered into with
the purchasers of the preferred stock, and may be further reduced in
accordance with anti-dilution provisions contained in the purchase
agreements. Based upon the Black-Scholes option price calculation, the
value of each warrant was $6.63 and the transaction was valued at
$2,183,157, which was accounted for as offering costs, resulting in
offsetting charges to additional paid-in capital.
In August 2003, the Company entered into a consulting agreement,
providing for the issuance of 50,000 shares of common stock as
compensation for services valued at $175,000 as specified in the
agreement. The total amount was charged to expense during 2003. The
shares were issued during the second quarter of 2004.
In September 2003, the Company issued 127,117 shares of common stock in
settlement of debt and accrued interest totaling $404,506 and $40,406,
respectively. The shares were valued based upon the outstanding amounts
related to the loan and
F-39
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
were accounted for as a reduction in debt and a charge to accrued
interest.
In October 2003, the Company issued 13,617 shares of common stock as
compensation for consulting services valued at $85,000. The shares were
valued based upon the value of services provided as provided for in the
agreement. The total amount was charged to expense during 2003.
In October 2003, the Company agreed to issue 15,652 shares of common
stock as consideration valued at $90,000 related to the acquisition of
the net assets of Phoneboy Prepaid, Inc. (see Note 1). The shares were
valued based upon the terms of the purchase agreement and recorded in
accordance with the allocation of the purchase price to the assets and
certain liabilities as specified in the purchase agreement with the
excess of the total purchase price over the net assets purchased
allocated to the non-compete agreement included in the purchase
agreement. The non-compete agreement is included in "Deposits and
other" in the "Other assets" section of the balance sheet. As of
December 31, 2003, these shares had not been issued and as a result,
are included in common stock to be issued in the accompanying balance
sheet. The shares were issued during 2004.
In December 2003, the Company issued convertible debt, convertible into
shares of the Company's common stock at a conversion rate as defined.
Purchasers of the convertible debt also received warrants to purchase
62,500 shares of the Company's common stock at an exercise price of
$5.00 per share, exercisable over five years. The accounting treatment
of the beneficial conversion feature and the detachable warrants
resulted in discounts against the debt, net of amortization of $41,666
in 2003 and $375,00 for the nine months ended September 30, 2004, which
was charged to interest expense (see Note 9).
F-40
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 12. NON-CASH INVESTING AND FINANCING ACTIVITIES (continued)
In April, 2004, accounts payable of $191,230 (unaudited) was settled
with the issuance of a non-interest bearing note payable over 30
months.
In April 2004, the Company issued 75,000 shares of common stock as
compensation for consulting services valued at $159,375. The services
were valued based on the closing price of the shares as listed on
Over-the-Counter Bulletin Board on the date of the agreement. The total
amount was charged to expense during 2004.
In May 2004, the Company issued 65,030 shares of common stock as
consideration valued at $296,554 related to the acquisition of the net
assets of a call center located in the Philippines. The shares were
valued based upon the terms of the purchase agreement and recorded in
accordance with the allocation of the purchase price to the assets and
certain liabilities as specified in the purchase agreement.
In May and July 2004, holders of the Company's preferred stock
converted 7,010 shares of preferred stock into 377,926 shares of the
Company's common stock. The holders of the preferred stock originally
purchased the shares for $701,000. Pursuant to the preferred stock
purchase agreement, cumulative dividends were added to the original
purchase price and the adjusted value was converted into common stock
using a conversion price of $2.00 per share.
In connection with the convertible debt issued in April and May 2004,
private placement agents received warrants to purchase 254,317 shares
of the Company's common stock at exercise prices ranging from $4.45 to
$5.55 per share, exercisable over five years. As part of the
modification of the terms of the convertible debt in July 2004, the
exercise prices of the warrants were reduced to $2.15 per share. Based
upon the Black-Scholes option price calculation, the value of the
warrants on the date of modification was $183,108, which was accounted
for as loan costs, and is being amortized over the period from the
modification date to the maturity dates of the notes.
F-41
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In May 2004, certain holders of the convertible debt exercised their
rights to convert principal and accrued interest valued at $578,833
into 195,552 shares of common stock.
In July 2004, the Company issued 87,982 shares of common stock pursuant
to an agreement related to the March 2004 acquisition of certain assets
and assumption of certain liabilities of I-Call Global Services
Corporation (I-Call). The shares were valued at $357,054 based on the
value of services provided as specified in the agreement. The
additional value was allocated to the assets originally purchased in
March 2004 (See Note 20).
During the nine months ended September 30, 2004, the Company purchased
equipment valued at $808,869 through capital leases, promissory notes,
and arrangements with vendors that allow for payment over 18 months.
F-42
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 13. INCOME TAXES
The components of the Company's provision (benefit) for income taxes
are as follows:
September 30, December 31,
--------------------------- ------------------------------------------
2004 2003 2003 2002 2001
------------ ------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Restated) (Restated)
Current:
Federal $ - $ 415,412 $ - $ - $ -
State - 75,759 - - -
------------ ------------ ------------ ------------ ------------
- 491,171 - - -
------------ ------------ ------------ ------------ ------------
Deferred:
Federal - - - - -
State - - - - -
------------ ------------ ------------ ------------ ------------
- - - - -
------------ ------------ ------------ ------------ ------------
$ - $ 491,171 $ - $ - $ -
============ ============ ============ ============ ============
F-43
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
A reconciliation of income tax computed at the statutory federal rate
to income tax expense (benefit) is as follows:
September 30, December 31,
--------------------------- ------------------------------------------
2004 2003 2003 2002 2001
------------ ------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Restated) (Restated)
Tax provision at the
statutory rate of 35% $ (2,250,055) $ 1,804,893 $ 1,532,600 $ (4,184,223) $ (1,044,609)
State income taxes,
net of federal
income tax (145,109) 210,371 175,730 (443,194) (102,011)
Change in valuation
allowance 1,447,366 (1,607,147) (1,752,797) 4,638,135 1,017,498
Permanent items 947,798 28,862 44,467 11,093 129,122
Other - 54,192 - (21,811) -
------------ ------------ ------------ ------------ ------------
$ - $ 419,171 $ - $ - $ -
============ ============ ============ ============ ============
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below.
September 30, December 31,
------------- -----------------------------
2004 2003 2002
------------- ------------- -------------
(Unaudited) (Restated)
Deferred tax assets:
Net operating loss carry forward $ 4,317,934 $ 1,548,735 $ 1,418,369
Deferred financings costs 442,475 1,783,307 3,566,613
Allowance for doubtful accounts 866,255 847,256 829,492
------------- ------------- -------------
Total gross deferred tax assets 5,626,664 4,179,298 5,814,474
Less valuation allowance (5,509,044) (4,061,678) (5,814,474)
------------- ------------- -------------
Total net deferred tax assets 117,620 117,620 -
Deferred tax liabilities:
Depreciation on fixed assets (117,620) (117,620) -
------------- ------------- -------------
Net deferred tax asset $ - $ - $ -
============= ============= =============
F-44
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 13. INCOME TAXES (Continued)
Because of the historical earnings history of the Company, the net
deferred tax assets have been fully offset by a 100% valuation
allowance. The valuation allowance for the net deferred tax assets was
approximately $4.1 million and $5.8 million as of December 31, 2003 and
2002, respectively.
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment.
At December 31, 2003 and 2002, the Company had net operating loss
carryforwards available for US tax purposes of approximately $3.9
million and $3.6 million respectively. These carryforwards expire
through 2023.
Under Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code"), the utilization of net operating loss carryforwards is limited
under the change in stock ownership rules of the Code. As a result of
ownership changes, which occurred in June 2002, the Company's operating
tax loss carryforwards are subject to these limitations.
F-45
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Future ownership changes could also further limit the utilization of
any net operating loss carryforwards as of that date.
NOTE 14. CONVERTIBLE PREFERRED STOCK
During 2003, the Company issued 23,510 shares of Series A Convertible
Preferred Stock and warrants to 16 investors for aggregate
consideration of $2,351,000. Each share of Preferred Stock has a par
value of $.001 and is convertible into shares of the Company's common
stock at an initial conversion price of $3.50. However, the terms of
the sale stated that, should the Company's net income for the year
ended December 31, 2003 not exceed $5,000,000, the conversion price
would be adjusted to $2.00 per share. Accordingly, the conversion price
in effect as of December 31, 2003 was $2.00 per share. Additionally,
the conversion price will be adjusted based upon the company's net
income in 2004 to $2.00 if the net income is less than $10,000,000,
$3.00 if net income is between $10,000,000 and $12,500,001, and $3.50
if net income exceeds $12,500,000. The shares are to be automatically
converted, at the then effective conversion price, in the event of an
offering in which the Company's common shares are listed on the New
York or American Stock Exchange or quoted on NASDAQ, or any combination
thereof; the minimum gross proceeds from such offering is at least
$50,000,000; and the offering price of such offering is at least $10.00
per share. The shares are also subject to automatic conversion at the
election of the holders of a majority of the preferred shares. The
conversion price is also subject to anti-dilution adjustments as set
forth in the purchase agreement.
F-46
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 14. CONVERTIBLE PREFERRED STOCK (Continued)
Based on the terms of the conversion associated with the preferred
stock, there was an intrinsic value associated with the beneficial
conversion feature estimated at $1,884,375, which was recorded as a
dividend and therefore as a reduction of retained earnings.
Additionally, each purchaser of the Preferred stock received, for each
share of preferred stock purchased, one warrant to purchase 14 shares
of the company's common shares at an exercise price of $7.87 per share
over a five year period. Using the Black-Scholes model the Company
estimated the fair value of the warrants to be $1,749,845.
The Company engaged certain consultants in connection with the offering
of the preferred stock. The consultants were compensated with $214,000
in cash and the issuance of warrants to purchase 284,471 shares of the
Company's common shares at exercise prices ranging from $3.41 to $5.00
per share for a period of five years.
In the event of liquidation, the holders of the preferred shares are
entitled in preference over holders of common shares to be paid first
out of the assets of the corporation available for distribution to
holders of the Company's capital stock of all classes, an amount equal
to two (2) times the original purchase price paid for the preferred
stock, or $4,702,000.
The holders of the preferred stock are also entitled to receive
equally, share for share, as and when declared by the Board of
Directors of the Company, cumulative dividends at an annual rate of 8%
of the original issue price. Such dividends, if declared, are payable
annually on each anniversary date of original issuance. Cumulative
dividends earned as of December 31, 2003 were $188,080. No dividends
can be declared or paid to holders of common shares unless all
cumulative dividends are paid to preferred stockholders.
After one year from the date of issuance of the preferred stock, the
Company may, at its discretion, repurchase all, but not less than all,
of the preferred stock issued for a price of $200 per share plus 8%
cumulative dividends.
F-47
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 15. COMMON STOCK WARRANTS
A summary of warrants issued and outstanding in connection with
convertible debentures and equity transactions as discussed above is
presented below. Upon exercise, warrants are convertible into an equal
number of the Company's common stock. The warrants are exercisable
immediately.
Nine Months Weighted- Weighted-
Ended Average Average
September Exercise Exercise
30, 2004 Price 2003 Price
----------- ----------- ----------- -----------
(unaudited) (unaudited)
Outstanding at beginning of year 4,713,611 $ 1.36 - -
Granted 1,848,893 $ 2.35 4,713,611 $ 1.36
Exercised - - - -
Forfeited - - - -
----------- -----------
Outstanding at end of year 6,562,504 $ 1.62 4,713,611 $ 1.36
=========== ===========
Warrants exercisable at year-end 6,562,504 $ 1.62 4,713,611 $ 1.36
=========== ===========
F-48
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 15. COMMON STOCK WARRANTS (Continued)
The following table summarizes information for warrants outstanding at
December 31, 2003:
Warrants Outstanding at September 30, 2004 Warrants Outstanding at December 31, 2003
--------------------------------------------- ---------------------------------------------
(unaudited)
Range of Number Weighted- Weighted- Number Weighted- Weighted-
Exercise Outstanding Average Average Outstanding Average Average
Prices at 9/30/04 Remaining Exercise at 12/31/03 Remaining Exercise
in months Price in months Price
------------ ------------- ------------- ------------- ------------- ------------- -------------
.50 4,000,000 20 $ .50 4,000,000 29 $ .50
2.15 - 3.40 1,382,866 56 2.15 - - -
3.41 - 5.00 284,471 46 4.27 284,471 55 4.27
5.01 - 6.00 531,167 48 5.29 429,140 55 5.35
NOTE 16. RELATED PARTY TRANSACTIONS
The Company has entered into two agreements with Transvoice Investment,
Inc. ("Transvoice"), the managing member of Transvoice Investment
L.L.C.., the Company's majority stockholder. The two stockholders of
Transvoice are also employees of the Company.
In October 2001, the Company entered into an agreement with Transvoice,
whereby Transvoice had provided certain services related to the
development of the Company's internet service provider business. Under
the terms of the agreement, the Company is to pay Transvoice $150,000
per month plus $1.00 for each customer in excess of
F-49
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
100,000 customers computed monthly, until such time that the Company is
no longer generating revenues from its internet service provider
business. The Company incurred expenses of $2,637,618, $2,111,438 and
$625,000 during 2003, 2002 and 2001, respectively, for services under
this agreement. The Company incurred expenses of $1,350,000 (unaudited)
during the nine month period ended September 30, 2004.
In April 2003, the Company entered into an agreement with Transvoice,
whereby Transvoice provides consulting services related to the
development of marketing and telemarketing aspects of the Company.
Transvoice is not compensated for its services but is reimbursed for
payments made to a related party subcontractor performing services
related to the agreement. The subcontractor is 100% owned by employees
of the Company. The Company incurred expenses under this agreement in
the amount of $1,050,000 during the year ended December 31, 2003. The
Company incurred expenses of $675,000 (unaudited) under this agreement
for the nine months ended September 30, 2004.
F-50
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 17. STOCK OPTION PLAN
Options granted under the 2001 incentive stock option plan are
exercisable at the market price at the date of grant and, subject to
termination of employment, expire five years from the date of grant,
are not transferable other than on death, and vest in three equal
annual installments commencing one year from the date of grant.
A summary of the Company's stock option plan is presented below:
Nine Months Ended
September 30, 2004 Year Ended December 31,
----------------------- ---------------------------------------------------------------------------
(Unaudited) 2003 2002 2001
Weighted Weighted Weighted Weighted
Average Average Average Average
Exercise Exercise Exercise Exercise
Shares Price Shares Price Shares Price Shares Price
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Outstanding at the
beginning of the
period 4,709,667 $ 3.45 1,030,000 $ 2.50 1,050,000 $ 2.50
Granted at fair
value 150,000 $ 3.55 3,895,000 3.72 - -
Forfeited (182,000) 4.40 20,000 2.50
Exercised (33,333) .42 - -
---------- ----------
Outstanding at the
end of the period 4,859,667 $ 3.45 4,709,667 $ 3.45 1,030,000 $ 2.50
========== ========== ==========
Options exercisable
at the end of the
period 1,157,998 644,661 338,997
========== ========== ==========
Weighted average
fair value of
options granted $ 3.45 $ 3.01 $ 2.46
F-51
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes information for stock options
outstanding at December 31, 2003:
Options Outstanding Options Exercisable
------------------------------------------ --------------------------
Weighted- Weighted- Weighted-
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/03 in years Price at 12/31/03 Price
------------ ------------ ------------ ------------ ------------ -----------
0.00 - 0.42 66,667 2.83 .42 -
2.50 - 3.50 4,118,000 2.13 3.26 611,328 2.50
4.50 - 5.00 525,000 2.60 4.80 - -
The following table summarizes information for stock options
outstanding at September 30, 2004 unaudited:
Options Outstanding Options Exercisable
------------------------------------------ ---------------------------
Weighted- Weighted- Weighted-
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 9/30/04 in years Price at 9/30/04 Price
------------ ------------ ------------ ------------ ------------ -----------
0.00 - 0.42 66,667 2.83 .42 - -
2.50 - 3.50 4,118,000 2.13 3.26 611,328 2.50
3.51 - 4.50 150,000 3.55 3.55 - -
4.51 - 5.00 525,000 2.60 4.80 - -
F-52
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 18. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
SAVON
During 2001, the Company's subsidiary (SavOn) and the minority
interest owner of SavOn were named as defendants in a lawsuit
instituted by SavOn's wholesale telecommunications carrier. The
lawsuit alleged breach of contract as well as other related theories
and damages. Subsequent to the initiation of the lawsuit, the
plaintiff filed Chapter 11 under the federal bankruptcy code. SavOn
had filed what it believed to be valid counterclaims, which were
stayed when the plaintiff filed Chapter 11. In August 2002, SavOn
filed Chapter 11 to stay the plaintiff's possible judgment as well
as continuing legal fees it was incurring. During 2003, claims
subject to the lawsuit were settled as a result of the bankruptcy
reorganization, resulting in payment of $65,000 by the Company.
STATE PROCEEDINGS AND INQUIRIES
As previously discussed, the Company uses telemarketing services to
obtain customers. During the normal course of business, the Company
has received inquiries or complaints from regulatory agencies.
Despite its attempts to minimize complaints, certain states have
issued fines or temporary restraining orders. While the ultimate
outcome of these matters cannot be ascertained, the Company believes
that there will not be a material adverse effect on the Company's
financial position, results of operations or cash flows.
In January 2004, a Class Action Complaint for Declaratory and
Injunctive Relief was filed, alleging that the Company engaged in
the improper practice of cramming, or assessing charges against a
customer without the customer's consent. In February 2004, the
Company's legal counsel filed a Notice of Removal to Federal Court.
The Company's legal counsel anticipates that the matter will proceed
to Federal Court, where it is believed that the class action will
not be certified. The relief sought
F-53
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
shall not exceed $75,000. In August 2004, a United States District
Court remanded the case back to the county circuit court.
In March 2003, a subsidiary of the Company was subject to complaints
from the Attorney General of Florida related to its ISP business. In
the third quarter of 2004, the Company entered into an agreement
with Florida which contained similar terms and conditions as the FTC
agreement and a monetary settlement of $100,000 which paid during
the third quarter of 2004.
F-54
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 18. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
FEDERAL TRADE COMMISSION
During 2003, the Company was the subject of a proceeding by the
Federal Trade Commission ("FTC"). The FTC complaint brought in the
United States District Court for the Southern District of Florida
alleged that the Company was misleading potential customers of their
internet service businesses through the use of third party
telemarketers. Specifically, the FTC alleged that the Company was
signing up customers for free thirty day trial periods without
appropriate consent and failing to inform these customers that
unless the service is cancelled before the end of the thirty day
trial period, the customers would be billed through their local
phone companies. As part of the proceeding, the Company was subject
to a temporary restraining order, asset freeze, order permitting
expedited discovery, order appointing temporary receiver, and order
to show cause as part of the proceeding. In November 2003, without
any finding of wrongdoing, the Company entered into a preliminary
injunction with the FTC. As a result, the Company was allowed to
resume its business and the asset freeze was partially lifted. As
part of the agreement, the Company was required to establish an
escrow account for the payment of future customer refunds and
amounts subject to further resolution of the dispute with the FTC
into which $1,701,684 of collections were deposited.
As of December 31, 2003, the total amount held in escrow was $
855,502 and the total amount of cash still restricted totaled
$416,721. During 2003, $771,182 was returned to the Company and
$75,000 was charged to the Company as fees and fines. In January
2004, the Company received approximately $755,000 of the funds
remaining in escrow as reimbursement for monies refunded to
customers under the stipulation agreement. Approximately $105,000 of
the escrowed amount was charged to the Company as fees and fines.
There were no amounts remaining in escrow as of June 30, 2004. In
July 2004, a final resolution of the matter resulted in the release
of the restricted funds, with the exception of $175,000, which
continued to be restricted and was designated for consumer refunds
over a two-year period.
OTHER LITIGATION (UNAUDITED)
In October 2004, the Company reached a settlement with eTelecare
International ("eTelecare"), which provided call center services to
the Company related to its ISP business. eTelecare claimed that
$167,167 was due from the Company for services rendered. The parties
agreed in writing that the Company would pay eTelecare $85,000 in
settlement of all claims. The Company has accrued the excess of the
settlement payment over the existing accounts payable balance as of
September 30, 2004.
F-55
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 18. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
OTHER LITIGATION (Continued)
In November 2004, the Company reached a settlement with Lawstar,
Inc. ("Lawstar"), which provided a legal services access plan,
marketed in a private label environment to a subsidiary's small
business customer base. Lawstar claimed that the Company's
subsidiary failed to pay for services rendered and was seeking
$1,000,000 plus attorney's fees. The settlement will result in the
Company paying Lawstar $225,000 (unaudited) in settlement of all
claims. The Company has accrued the settlement amount as of
September 30, 2004.
In November 2004, a subsidiary of the Company filed a complaint in
the Federal District Court for the Southern District of Florida
against a former customer of its call center business, demanding
payment of $1,263,706 for services rendered between March 2004 and
September 2004, including interest and attorneys fees. The Company
cannot determine the likelihood of the outcome of this matter and
has not recorded these amounts as revenue.
F-56
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
LEASES
The Company and its subsidiaries lease office space in Miami,
Florida under operating leases ending on September 30, 2006 [The
correct termination date is April 31, 2008]. Rent expense related to
these leases amounted to $232,850, $218,273 and $61,970 for the
years ended December 31, 2003, 2002 and 2001, respectively, and
$149,329 (unaudited) for the six months ended June 30, 2004.
During 2003, a subsidiary of the Company leased corporate residences
and approximately 32,000 square feet of office space in the
Philippines under operating leases expiring in years ranging from
2004 to 2013. Rent expense related these rentals amounted to $63,235
for the year ended December 31, 2003 and $179,577 (unaudited) for
the six months ended June 30, 2004.
2004 OPERATING LEASES (UNAUDITED)
During 2004, the Company's Philippines subsidiary entered into a
lease agreement for residential property to be utilized by its
traveling employees. The lease requires monthly payments of $4,500
and is for a one-year period beginning in June 2004. In July 2004,
the Company entered into a lease agreement for a facility to be
utilized as a call center in the Philippines. The agreement is for a
five-year period beginning in January 2005 and calls for monthly
payments of $11,088.
In July 2004, the Company entered into a lease agreement for a
facility to be utilized as a call center in the Philippines. The
agreement is for a five-year period beginning in January 2005 and
requires monthly payments of $11,088.
In September 2004, the Company entered into a lease agreement for
approximately 4,990 square feet of space to be constructed in
Dumaquete City, Philippines. The agreement requires the completion
of construction by August 2005 and is for a five-year term beginning
three months after the delivery of the premises to the Company. The
company is not proceeding with this transaction.
F-57
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 18. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
LEASES (Continued)
The lease is renewable at the option of the Company with written
notices at least ninety days prior to the end of the lease term. The
lease requires to the Company to pay a security deposit of 1,368,900
pesos within 15 days of the execution of the lease and monthly
rental payments of 456,300 pesos commencing three months after
delivery of the property. Pursuant to the lease, rental payments and
required security deposit will increase 5% per year beginning with
the third year of the lease term.
Annual rental commitments for the years ending December 31 are as
follows:
2004 $ 434,000
2005 429,000
2006 446,000
2007 464,000
2008 255,000
Thereafter 378,000
-----------
$ 2,406,000
===========
F-58
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
INVESTOR CLAIM (UNAUDITED)
In 2004, the Company received notification from an investor in the
preferred stock private placement of a claim to rescind that
investment. Upon advice of legal counsel, the Company believes the
claim is without basis. The amount of the investment is $150,000.
The investor's money was refunded by the Company.
NOTE 19. EARNINGS (LOSS) PER COMMON SHARE
The Company has adopted SFAS Statement No. 128, "Earnings per Share".
The statement establishes standards for computing and presenting
earnings per share (EPS). It requires dual presentation of basic and
diluted EPS on the face of the income statement. There is no
presentation of diluted loss per share in 2002 as the effects of stock
options, warrants and convertible debt amounts were antidilutive.
F-59
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 19. EARNINGS (LOSS) PER COMMON SHARE (Continued)
The following table sets forth the reconciliation of the numerator and
denominator of the basic and diluted EPS computations:
September 30, December 31,
------------------------------ ----------------------------------------------
2004 2003 2003 2002 2001
-------------- -------------- -------------- -------------- --------------
(Unaudited) (Unaudited) (Restated) (Restated)
Numerator:
Net income (loss) $ (6,428,728) $ 4,665,666 $ 4,379,160 $ (11,944,922) $ (2,984,598)
Preferred stock dividends (176,852) (1,939,232) (2,072,455) - -
-------------- -------------- -------------- -------------- --------------
Numerator for basic income
(loss) per share -
income (loss) available to
common stockholders (6,605,580) 2,726,434 2,306,705 (11,944,922) (2,984,598)
Effect of dilutive securities:
Interest on convertible debt - - 43,670 - -
-------------- -------------- -------------- -------------- --------------
Numerator for diluted income
(loss) per share - income
available to common
stockholders after
assumed conversions $ (6,605,580) $ 2,726,434 $ 2,350,375 $ (11,944,922) $ (2,984,598)
============== ============== ============== ============== ==============
Denominator:
Denominator for basic income
(loss) per share - weighted
average shares 11,006,346 10,524,689 10,554,450 10,503,000 7,758,693
Effect of dilutive securities:
Stock options - 1,005,505 1,132,362 - -
Warrants - 2,811,289 3,018,160 - -
Convertible debt - - 16,667 - -
-------------- -------------- -------------- -------------- --------------
Dilutive potential common shares:
Denominator for diluted
income (loss) per share --
adjusted weighted-average
shares and assumed conversion 11,006,346 14,341,483 14,721,639 10,503,000 7,758,693
============== ============== ============== ============== ==============
Basic income (loss) per share $ (0.62) $ 0.26 $ 0.22 $ (1.13) $ (0.39)
============== ============== ============== ============== ==============
Diluted income (loss) per share $ (0.62) $ 0.19 $ 0.17 $ (1.13) $ (0.39)
============== ============== ============== ============== ==============
F-60
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 20. PHILIPPINE OPERATIONS (UNAUDITED)
In the fourth quarter of 2003, the Company began operating a call
center located in the Philippines for its benefit. In accordance with
the terms of an Asset Purchase Agreement (the "Agreement") dated March
2, 2004, a subsidiary of the Company, Epixtar Philippines IT-Enabled
Services Corporation (EPISC), agreed to acquire certain assets and
assume certain liabilities of I-Call Global Services Corporation
(I-Call). This acquisition took place in May 2004. The purchase price
of approximately $821,000 was payable $55,000 upon execution of the
Agreement; $150,000 at closing subject to certain conditions as defined
in the Agreement, plus 65,030 common shares of Epixtar Corp.; and a
total of $196,000 at various times up to sixty days after closing date.
In July 2004, the Company issued an additional 87,983 shares of common
stock as consideration valued at $357,054 pursuant to a consulting
agreement directly related to the acquisition. The shares were valued
based upon the terms of the purchase agreement and allocated the
purchase price of the net assets, resulting in a total purchase price
of $1,178,054. The acquisition of I-Call is not considered by the
Company to be a significant acquisition and is not considered a
business combination in accordance with generally accepted accounting
principles.
NOTE 21. BUSINESS SEGMENTS
The Company operates primarily in two segments - internet provider
services (ISP) and contact center operations. The majority of the
Company's revenue is derived from the ISP segment which provides small
businesses with internet access and other services.
Information concerning the revenues and operating income for the six
months ended June 30, 2004 and 2003 (unaudited) and the years ended
December 31, 2003, 2002 and 2001, and the identifiable assets for the
two segments in which the Company operates are shown in the following
tables:
F-61
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Nine Months
Ended Years Ended December 31,
September 30, --------------------------------------------------
2004 2003 2002 2001
-------------- -------------- -------------- --------------
(Unaudited) (Restated) (Restated)
Operating revenues:
Internet provider services $ 12,290,827 $ 35,367,050 $ 26,079,789 $ 1,175,890
Contact centers 1,019,980 682,064 - -
Other revenues 218,963 355,689 171,062 13,833
-------------- -------------- -------------- --------------
$ 13,529,770 $ 36,404,803 $ 26,250,851 $ 1,189,723
============== ============== ============== ==============
Income (loss) from operations
Internet provider services 2,402,598 5,896,070 (1,863,504) (1,166,947)
Contact centers (6,862,536) (1,089,312) - -
Other (276,071) (427,591) (10,048,100) (1,632,810)
-------------- -------------- -------------- --------------
(4,736,009) 4,379,167 (11,911,604) (2,799,757)
============== ============== ============== ==============
F-62
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 21. BUSINESS SEGMENTS (CONTINUED)
Nine Months
Ended Years Ended December 31,
September 30, --------------------------------------------------
2004 2003 2002 2001
-------------- -------------- -------------- --------------
(Unaudited) (Restated) (Restated)
Income (loss) from
continued operations (6,428,728) 4,379,160 (11,911,604) (3,251,788)
Gain (Loss) from
discontinued operations - - (43,318) 267,190
Income taxes - - - -
-------------- -------------- -------------- --------------
Net income (loss) $ (6,428,728) $ 4,379,160 $ (11,954,922) $ (2,984,598)
============== ============== ============== ==============
Identifiable Assets:
Internet provider services 4,286,520 7,288,991 5,045,550 1,043,947
Contact centers 5,361,307 1,973,403 - -
Corporate 7,614,490 3,720,400 3,537,595 3,394,350
-------------- -------------- -------------- --------------
Consolidated totals 17,358,435 12,982,794 8,583,145 4,438,297
============== ============== ============== ==============
Capital Expenditures:
Internet provider services 740 - 261,643 70,154
Contact centers 4,212,100 684,873 - -
Corporate 261,460 386,238 42,417 32,803
-------------- -------------- -------------- --------------
Total expenditures 4,474,300 1,071,111 304,060 102,957
============== ============== ============== ==============
Depreciation and Amortization:
Internet provider services 83,691 111,353 91,778 5,144
Contact centers 576,628 31,097 - -
Corporate 128,576 71,849 6,779 1,673
-------------- -------------- -------------- --------------
Total depreciation and
amortization 788,895 214,299 98,557 6,817
============== ============== ============== ==============
Geographic Revenues:
United States 12,509,880 35,752,739 26,250,851 1,189,723
Philippines 1,019,890 1,368,538 - -
-------------- -------------- -------------- --------------
13,529,770 37,121,277 26,250,851 1,189,723
============== ============== ============== ==============
Long-Lived Assets:
United States 4,097,034 4,345,947 3,767,243 3,561,740
Philippines 4,212,487 278,169 - -
F-63
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 22. QUARTERLY INFORMATION (UNAUDITED)
The following is a summary of the Company's unaudited quarterly results
of operations for the quarter in years ended December 31, 2003 and
2002.
March 31 June 30, September 30, December 31,
2003 2003 2003 2003
---------------- ---------------- ---------------- ----------------
Revenues $ 12,366,775 $ 9,268,098 $ 8,557,326 $ 6,929,078
Income from operations 2,622,443 1,626,647 1,224,217 (877,719)
Net income (loss) 1,976,550 1,370,029 1,104,324 (71,743)
Net income (loss) per share - basic 0.19 0.13 0.10 (0.01)
Net income (loss) per share - diluted 0.16 0.10 0.08 (0.00)
Weighted average common
stock outstanding - basic 10,503,000 10,507,539 10,524,689 10,554,450
Weighted average common
stock outstanding - diluted 12,167,359 13,600,964 14,083,470 14,453,655
F-64
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
March 31 June 30, September 30, December 31,
2002 2002 2002 2002
---------------- ---------------- ---------------- ----------------
(Restated) (Restated) (Restated) (Restated)
Revenues 1,901,451 2,910,420 7,749,645 13,689,335
Income from operations (1,083,908) (2,255,458) (869,804) (2,355,967)
Net income (1,171,874) (2,359,376) (1,017,223) (7,396,449)
Net income per share - basic (0.11) (0.23) (0.10) (0.70)
Net income per share - diluted (0.11) (0.23) (0.10) (0.70)
Weighted average common
stock outstanding - basic 10,503,000 10,503,000 10,503,000 10,503,000
Weighted average common
stock outstanding - diluted 10,503,000 10,503,000 10,503,000 10,503,000
Quarterly operating results are not necessarily representative of
operations for a full year for various reasons.
NOTE 23. SUBSEQUENT EVENTS (UNAUDITED)
ACQUISITION (UNAUDITED)
In November 2004, the Company entered into an agreement to purchase all
of the
F-65
EPIXTAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
outstanding common shares of IMS Marketing Strategies, Inc. for a
purchase price of $7,500,000. The Company previously advanced
$600,000 (See Note 5) and advanced an additional $300,000 in
November 2004 to IMS Marketing Strategies, Inc. to be applied toward
the purchase price. The remaining $6,600,000 is due in cash on the
agreed upon closing date of January 3, 2005. [Note: The update to
this note is that $300,000 will be paid on the closing date
anticipated to be January 3, 2005 with the balance less other
negotiated deductions paid in 24 equal monthly installments.]
DEBT ISSUANCES (UNAUDITED)
In October 2004, the Company obtained additional financing, the
terms of which are disclosed in Note 9.
F-66
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
You should rely only on the information
contained in this document. We have not
authorized anyone to provide you with
information that is different. This
document may only be used where it is
legal to sell these securities. The
information in this document may only be
accurate on the date of this document. ----------------
Additional risks and uncertainties not
presently known or that are currently
deemed immaterial may also impair our PROSPECTUS
business operations. The risks and
uncertainties described in this document
and other risks and uncertainties, which
we may face in the future, will have a ----------------
greater impact on those who purchase our
common stock from the Selling
stockholder. These purchasers will
purchase our common stock at the market EPIXTAR CORP.
price or at a privately negotiated price
and will run the risk of losing their
entire investment.
----------------
Until ___________________, 2005, all
dealers that effect transactions in
these securities, whether or not
participating in this offering, may be
required to deliver a prospectus. This
is in addition to the dealers'
obligation to deliver a prospectus when
acting as underwriters and with respect
to their unsold allotments or
subscriptions.
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
[Alternative page for note financing prospectus]
PROSPECTUS
4,987,588 Shares of Common Stock
EPIXTAR CORP
Stockholder of Epixtar Corp. named under the caption "Selling Stockholder" may
offer and sell up to 4,987,588 shares of our common stock. Of the shares
offered hereby all but 195,552 shares will be issued in the future pursuant to
warrants and convertible notes presently outstanding. We will not receive any of
the proceeds from the sale of shares by the selling stockholders. Concurrently
with this offering other stockholders are selling 2,300,000 shares, most of
which are subject to outstanding notes and warrants. On January 12, 2005, the
price of our Common Stock was $.70 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our common stock being offered by this prospectus involves a high degree of
risk. You should read the "Risk Factors" section beginning on page 6 before you
decide to purchase any common stock.
The date of this Prospectus is
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and we are not soliciting offers to buy these securities, in
any state where the offer or sale is not permitted.
[Alternative pages for note financing prospectus]
THE OFFERING
Our Securities Offered
by the Selling Stockholders' Common Stock 4,987,588 shares(1)
Concurrent Offering Common Stock 2,300,000(2)
Outstanding before the Offering Common Stock: 11,544,219(3)
and concurrent offering
Preferred Stock: 16,500
A-2
Outstanding after the Offering Common Stock 18,362,368________(4)
and concurrent offering Preferred Stock none
(1) All but 195,552 shares of Common Stock are not presently outstanding but
issuable upon or conversion of notes and exercise of warrants held by the
selling stockholders. The amount also includes 425,000 shares reserved for
issuance upon conversion of accrued interest or additional charges or in
connection with the antidilitution provisions of these securities. Depending
upon the time of conversion a portion of these shares may not be issued.
(2) The concurrent offering consists of shares of common stock subject to
convertible preferred stock, notes and warrants and shares issued in 2003 and
2004.
(3) Exclusive of shares subject to convertible securities, options, and warrants
including shares offered by the selling stockholders.
(4) Assumes conversion of all convertible securities and exercise of all
warrants owned by selling stockholders in offering and concurrent offering.
(Many of the securities have exercise or conversion prices below market price
and may not be exercised or converted.)
A-3
[Alternative pages for note financing prospectus]
SELLING SHAREHOLDERS
All of the shares of common stock offered for resale by the selling stockholder
are shares subject to conversion of convertible notes and exercise of warrants
issued in connection with our 2004 spring note placements, including 195,552
shares presently issued.
Set forth below is a description of the transactions pursuant to which
securities were issued to the selling stockholders.
We have received $7,500,000 in financing in April and May of 2004 through a
private placement, Laurus Master Fund, Ltd. provided $5,000,000 of this
financing to us pursuant to a secured convertible term note, of which $1,930,000
is be held in a restricted cash account under the sole control of Laurus and to
be released upon the fulfillment of certain conditions more fully described in
the agreements with Laurus. The term note is now convertible at a fixed
conversion price of $2.10 into 2,380,952 shares of our common stock. In
connection the convertible term note, we also issued to Laurus Funds seven year
warrants to purchase up to 993,827 shares of Epixtar's common stock at an
exercise price of $2.15. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity-2004 Capital Transactions."
Of the $7,500,000 raised, as referred to in the previous paragraph, the $2.5
million was obtained through the private sale of convertible notes and common
stock purchase warrants to accredited investors. Notes in the principal amount
of $1,000,000 or "Bridge Notes" are now convertible at a price of $2.10 per
share of a total of 476,190 shares. In addition, the holders of the bridge notes
own five year warrants to purchase an aggregate of 134,722 shares of the
Company's common stock at initial exercise prices of $2.10. After the Bridge
notes were issued and prior to the transaction with Laurus we issued $1,500,000
convertible short term or "Wedge Notes." The Wedge Notes were to be repaid or
converted upon consummation of the subsequent Laurus financing. Upon the Laurus
financing $925,000 notes were repaid and 195,552 shares were issued upon
conversion of the balance of the Wedge Notes and all the former Wedge Note
holders received warrants to purchase 102,027 shares of our common stock at an
initial exercise prices of $4.05. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity-2004 Capital
Transactions."
In connection with each of the above note sales we were obligated to issue
placement agent warrants to purchase an aggregate of 254,320 shares of common
stock to MAXIM Group LLC our placement agent. Of these Warrants, designees of
Sands Bros & Co. Ltd., a selected dealer in connection with the Laurus
transaction, received warrants to purchase 101,352 shares.
A-4
The following table contains information concerning the beneficial ownership of
our common stock by the selling stockholders. The amount registered includes
425,000 shares reserved for issuance upon conversion of accrued interest or
additional charges or in connection with past and future adjustments pursuant to
the antidilitution provisions of the securities. Depending upon the time of
conversion a portion of these shares may not be issued. Except for 350,000
shares in the case of Laurus, the following table does not reflect any of these
shares.
The table assumes all of the shares being offered held will be sold and unless
otherwise described these shareholders do not own any additional shares of our
common stock. Because the selling stockholders may sell all, some or none of the
shares that held or convert a portion of the notes, the actual number of shares
that will be sold by the selling stockholders upon or prior to termination of
this offering may vary. The selling stockholders may have sold, transferred or
otherwise disposed of all or a portion of their shares since the date on which
they provided the information regarding their common stock in transactions
exempt from the registration requirements of the Securities Act. Additional
information concerning the selling stockholders may be set forth from time to
time in prospectus supplements to this prospectus.
A-5
Identity of Shares
Stockholder or Group Offered
- -------------------- -------
Laurus Master Fund Ltd(1) 3,749,779
Landing Wholesale
Group Defined Benefit Plan 30,545
Bart Halpern, Inc. 33,946
Defined Benefit Pension Plan
A-6
Bernd Allen 30,545
Charles Haddad 30,545
Dalewood Associates, LP(2) 61,091
David A. Dion 61,091
Donald Asher Family Trust 61,091
Grossman Family Trust 61,091
Jeffrey Grodko 30,545
Judith Barclay 45,666
Richard Kent 66,072
A-7
Thaddeus J. Derynda 45,666
Richard Kent and Laura Kent 81,497
Judith Barclay 30,545
Wayne Saker 30,545
Thadderus J. Derynda 61,091
Gerald Shike 3,401
Jack R. Lee
Mary K. Lee 20,406
Alfonso D'Amato
Defined Benefit Plan 6,802
John Viney 6,802
Lee R. Thiel, Trustee
Lee R. Thiel Rev. Trust DTD9/23/92 3,401
A-8
Neil Ellman 20,406
Steven E. Erickson TTE, TGI RRE
Dean M. Erickson Trust 20,406
Marvin Black 3,401
Jay S. Youngerman, MD 20,406
Lee Pearlmutter Revocable Trust
Joseph Marotta
Nancy Marotta 3,401
Micheal Harley 3,401
Jerold Weinger
Lilli Weinger 20,406
A-9
Richard Himpele
Linda Himpele 3,401
Frederick R. Brown 3,401
MaximPartners, LLC 152,965
Peter O'Neill 60,352
MSS Children's Trust(2) 20,000
SSS Children's Trust(2) 20,000
Kenneth Burdick
Denise Burdick 3,401
Leo Long 81,622
Alexander Sandler
Bella Sandler 3,401
John Dilemme 3,401
David Sparks 6,802
Vincent Longobardi 20,406
Arthur Fixel
Deborah Fixel 3,401
u/a dated 10/9/92 as amended 2/28/96 11,902
Joseph Marotta 3,401
Marcy Marotta
E. Erickson TTE, TGI, RRE
Dean M. Erickson Trust 3,401
Michael Harley 3,401
Jerold Weinger
Lilli Weinger 3,401
Richard Himpele
Linda Himpele 3,401
Frederick R. Brown 3,401
Kenneth Burdick
Denise Burdick 3,401
Leo Long 81,622
(1) Laurus Capital Management, LLC may be deemed a control person of the shares
owned by Laurus Master Fund, Ltd. David Grin and Eugene Grin are the sole
managing members of Laurus Capital Management, LLC.
(2) Investment Partnership, the managing partners of which are affiliated with a
brokerage firm.
A-10
You should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
Until ___________________, 2005, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
[Alternative page for note financing prospectus]
A-11
EPIXTAR CORP
-------------------------------
4,987,588 shares of common stock
PROSPECTUS
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors and Officers.
No statute, charter provisions, by-laws, contract or other arrangements that
insures or indemnifies a controlling person, director or officer of the issuer
affects his or her liability in that capacity.
Other Expenses of Issuance and Distribution.
Registration Fees:
Transfer Agent Fees:
Printing Costs:
Legal Fees:
Accounting Fees:
Sales Commissions/Finders' Fees:
Recent Sales of Unregistered Securities.
In April, 2003, we issued 130,000 warrants to purchase shares of our common
stock to Sands Brothers pursuant to an investment advisory agreement. This
issuance was exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof.
In April 2003, we issued 13,617 shares of common stock to vendors and their
designees pursuant to an agreement with them. This issuance was exempt from the
registration requirements of the Securities Act pursuant to Section 4(2)
thereof.
In June 2003, pursuant to private placement, we issued 23,510 shares of our
preferred stock and warrants to purchase shares of our common stock. The
preferred stock is convertible into 1,175,000 shares of our common stock at a
present conversion price presently of $2.00. We also issued warrants to these
investors to purchase our common stock. We also issued warrants to purchase
64,243 of our shares to persons who assisted in the offering. The issuance of
these securities was exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) thereof.
In July 2003, we issued 127,117 shares of our common stock to satisfy promissory
notes owed to two entities which produced telemarketing services in the past. In
an unrelated transaction we issued warrants to purchase shares to an advisor.
The securities were issued for investment to entities which had substantial
knowledge of our operations in connection with providing services to us.
Therefore the issuance of these shares is exempt from the registration
requirements of the Securities Act of 1933 pursuant to Section 4(2).
In July 2003, we issued warrants to purchase 27,726 shares to an investment
advisor. We believe this issuance was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) thereof.
In September 2003, we issued warrants to purchase 100,000 shares of our common
stock to an investment advisor. This issuance was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof.
In October 2003, we issued 50,000 shares of our common stock in connection with
an agreement to retain an investment advisor. In the same month we issued 15,652
shares of common stock in connection with the acquisition of assets. Both of
these issuances were exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) thereof.
In December, 2003, we issued $500,000 principal amounts of notes convertible
into 125,000 shares of our common in a private placement. In addition, these
lenders received warrants to purchase 62,500 shares of our common stock. These
issuances were exempt from the registration requirements of the Securities Act
pursuant to Section 4.2 thereof.
In March 2004, we issued 75,000 shares of our common stock in connection with an
agreement to retain an investment advisor. The investor signed an agreement
containing an investment representation. The issuance of these shares was exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof.
In May and April 2004 we consummated three separate convertible note
transactions aggregating $7,500,000. One of these notes for $1,500,000 has
either been converted or repaid. We also issued warrants to purchase 630,576
shares of our common stock to the note purchasers. The notes presently
outstanding are convertible into 2,111,130 shares of common stock and 195,552
shares have been issued upon conversion of one note. We also issued placement
warrants to purchase an additional 254,318 shares of common stock. Each investor
represented they were an accredited investor and further represented that they
would hold any acquired securities for investment.
In April 2004 we issued 65,033 shares of our common stock to the seller of
assets we acquired in the Philippines. The recipient represented that it would
hold those shares for investment. The issuance of these shares was exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
thereof.
In connection with the release $1,000,000 in return for the reduction of the
conversion price of the note and the exercise price of all their warrants to
$2.15 so that this Note was convertible into 2,325,000 shares. We have also
agreed to similarly reduce the exercise price of the placement warrants
associated with the $5 million dollar Laurus transaction. In September 2004
Epixtar received approximately $400,000 from Laurus Master Fund, Ltd. previously
held in a restricted reserve account securing in part notes held by Laurus and
others aggregating $6,000,000. In consideration for the release Epixtar (i)
adjusted the conversion price of the Laurus and Bridge notes to $2.10 per share
and (ii) granted new warrants to purchase 600,000 shares of our common stock at
an exercise price of $2.15. Laurus Notes are now exercisable into 2,380,912
shares of common stock and Laurus received warrants to purchase an additional
500,000 shares of our common stock. The Bridge Notes are now convertible into
476,190 shares of common stock and the holders received an additional 100,000
warrants at $2.15 per share. Each noteholder investor previously represented
they were an accredited investor. The issuance of these securities was exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof.
In July 2004 we issued 87,982 shares of our common stock for services in
connection with the Company's acquisition of assets in the Philippines. The
recipient represented that it would hold those shares for investment. The
issuance of these shares was exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof.
Through January 12, 2005, pursuant to a private placement described below, we
and our wholly subsidiary Voxx Corporation sold $3,097,500 principal amount of a
Joint 5% Unsecured Subordinated Convertible Promissory Notes due May 2007. Voxx
is the holding company for our subsidiaries that are operating our contact
center business. The notes are part of Units that are currently being offered in
a private placement for a maximum gross proceeds of $13,800,000. In addition to
the note each Unit consists of the right to receive in the future (i) warrants
to purchase our Common Stock and/or (ii) warrants to purchase Common Stock of
Voxx. If Voxx consummates a Voxx Public Transaction then any unexercised
warrants to acquire shares of our common stock expires and the number of Voxx
warrants to each holder may be adjusted to reflect any prior exercise of
warrants to acquire our common stock. The Placement is being made solely to
accredited investors without any general advertisement or solicitation and all
of the securities issued or issuable therein have or will contained an
appropriate restrictive legend upon an exemption from registration under the
Securities Act of 1933, as amended, provided under Regulation D promulgated
thereunder. The securities offered have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act.
Exhibits
Unless otherwise indicated filed herewith:
Exhibit No. Description of Document
- ----------- -----------------------
2.1 Exchange Agreement for the Purchase of Part of SavOnCalling.com,
LLC between Global Asset Holdings, Inc. and Transvoice
Investments, Ltd. Dated November 14, 2000.(1)
2.2 Exchange Agreement by and between Transvoice Investments Ltd.,
Sheldon Goldstein & Global Asset Holdings, Inc. for National
Online Services, Inc. Dated March 31, 2001(3)
2.3 Acquisition Agreement made as of November 29, 2004 between the
Company and the Shareholders of IMS.(10)
3.1(a) Certificate of Incorporation(2)
3.1(b) Amendments to Certificate of Incorporation(2)
3.1(c) Amendment to Certificate of Incorporation(4)
3.1(d) Amendment to Cert. of Incorporation dated June 11, 2003(5)
3.2 By-laws(1)
4.1 2001 Stock Option Plan(3)
4.2.1 Warrants issued to Brookfield Investments Ltd.(4)
4.3 Securities Purchase Agreement dated as of June 11, 2003 (5)
4.4 Form of Warrant issued in connection with June 11, 2003 Private
Placement(5)
4.4.1 Form of warrant issued to third parties in June Private
Placement(6)
4.5 Registration Rights Agreement with private placement investor(6)
dated as of June 11, 2003(5)
4.6 Warrant issued to Alpine Capital Partners July 2003(6)
4.6.1 Warrant issued to investment advisor September 2003 (6)
4.7 Note Purchase Agreement dated December 9, 2003 between Epixtar,
Subsidiaries and Note Investors (6)
4.8.1 Epixtar Corp. 7% Secured convertible note due December 9, 2004 (6)
4.8.2 Security Agreement between Epixtar Corp. and Subsidiaries and Note
Investor (6)
4.8.3 Warrant granted December 9, 2003 issued to Noteholders
Investor (6)
4.8.4 Registration Rights Agreement and Note Investor dated December 9,
2003 (6)
4.9.1 Subsription Agreement dated April 22,2004 between the Company and
Bridge Investors(7)
4.9.2 Form of convertible note dated April 22, 2004(7)
4.9.3 Form of Warrant issued in connection with Bridge Investor
Financing (7)
4.10.1 Subsription Agreement dated May, 2004 between the Company and
Wedge Investors (7)
4.10.2 Form of 7% convertible note dated May 7, 2004 Form of Warrant
Issued in connection with Wedge Investor financing (7)
4.11.1 Securities Purchase Agreement dated May 14, 2004 between Epixtar,
Subsidiaries and Note Investor (7)
4.11.2 Form of Laurus secured convertible term note (7)
4.11.3 Master Security Agreement between the Company, certain
subsidiaries and Laurus Funds (7)
4.11.4 Form of Warrant I issued in connection with Laurus financing
4.11.4.1 Warrant II (7)
4.11.5 Restrictive Account Agreement (7)
4.11.5.1 Letter relating to Restricted Account Agreement (7)
4.12.1 Form of Joint 5% Unsecured Subordinated Convertible Promissory
Note (9)
4.12.2 Form of Subscription Agreement for Joint Note Offering (9)
10.1 Agreement and release by and among Trans Voice Investments, Ltd.,
Sheldon Goldstein and Global Asset Holdings, Inc. dated November
30, 2001 (3)
10.2 Brookfield Security Agreement dated as of October 31, 2001 (4)
10.2.1 Letter of Brookfield (4)
10.3 Payment agreement entered into as of October 31, 2001 between
National Online Services, Inc. and Trans Voice Investments, Inc.
(3)
10.3.1 Amendment to restated payment agreement (4)
10.4 Code of ethics (4)
10.5 Standard Office Building Lease between Epixtar Management Corp.
and Biscayne Center LLC. (6)
10.6 Agreement of lease between Megaworld and Epixtar Philippines IT
Enabled Services Corp. (6)
10.7 Reimbursement Agreement between Trans Voice L.L.C. and Epixtar
Corp. dated as of April 1, 2003 (6)
10.8 Master Service Agreement - Payment one corporation and the Company
subsidiary (8)
10.8.1 Amendments to Master Service Agreement (8)
10.9 Service Bureau Agreement between ACI Billing Services and Epixtar
Financial Corp. (8)
21 List of Subsidiaries (6)
23.1 Consents of Independent Certified Public Accountants
1- Filed with our Form 8K on November 11, 2000
2- Filed with our form 10SB on November 26, 1999
3- Filed with our form SB2 on June 30, 2003
4- Filed with our annual report on Form 10-K SB on April 11, 2003
5- Filed with our form 10SB on November 26, 1999
6- Filed with our form 10KSB on April 14, 2004
7- Filed with our Form 8K dated May 20, 2004
8- Filed with our form SB2 on June 18, 2004
9- Filed with our Form 8K dated, October 15 2004
10- Filed with our Form 8K dated, January 7 2005
* To be filed by amendment
Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referenced in Item 15 of
this registration statement or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission this indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against these liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by a
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether the indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of this issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Miami,
State of Florida on January 14, 2005.
EPIXTAR CORP.
By: /s/ Ilene Kaminsky
------------------
Ilene Kaminsky, CEO
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
/s/ Irving Greenman January 14, 2005
- -------------------
Irving Greenman
Director, CFO,
Principal Accounting Officer
/s/ David Srour January 14, 2005
- ---------------
David Srour
Director
- ---------------
John Cooney
Director
- ---------------
Kenneth Elan
Director
/s/ David Berman January 14, 2005
- ---------------
David Berman
Director