" We do not currently have any issued
patents or registered copyrights. "
Directly from the Prospectus...and then we have :
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Revenues of 23,000,000.00 But I think you skipped this part and that yopu refer to flow -through revenues..the way this POS is setup IDTC ..gets everything and NTOP shareholders just get a good screwing...
<TABLE>
<CAPTION>
Period from Year Ended Nine Months Ended
January 2, 1996 July 31, April 30,
(inception) ------------------------ -------------------------
to July 31, 1996 1997 1998 1998 1999
---------------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue:
PC2Phone.............. $ -- $ 2,170,442 $ 7,962,821 $ 5,085,176 $13,774,837
Phone2Phone........... -- 272 2,030,516 1,018,835 6,503,697
Other................. -- 481,589 2,012,635 1,850,363 1,924,723
---------- ----------- ----------- ------------ -----------
Total revenue....... -- 2,652,303 12,005,972 7,954,374 22,203,257
---------- ----------- ----------- ------------ -----------
Cost and expenses:
Direct cost of
revenue, excluding
depreciation......... -- 1,553,443 6,848,759 3,589,301 11,848,089
Sales and marketing... 34,468 76,724 2,887,766 1,363,060 4,746,316
General and
administrative....... 465,015 2,599,283 5,087,628 3,254,287 7,298,106
Depreciation.......... 8,275 120,500 726,508 421,648 1,216,712
---------- ----------- ----------- ------------ -----------
Total costs and
expenses........... 507,758 4,349,950 15,550,661 8,628,296 25,109,223
---------- ----------- ----------- ------------ -----------
Loss from operations
and net loss.......... $(507,758) $(1,697,647) $(3,544,689) $ (673,922) $(2,905,966)
========== =========== =========== ============ ===========
Net loss per share--
basic and diluted..... $ (0.02) $ (0.06) $ (0.12) $ (0.02) $ (0.09)
========== =========== =========== ============ ===========
Shares used in
calculation of basic
and diluted net loss
per share............. 27,864,000 27,864,000 30,186,000 29,928,000 30,960,000
<CAPTION>
July 31, April 30,
-------------------------------------- -----------
1996 1997 1998 1999
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............... $ -- $ -- $ 10,074 $ 1,782,194
Working capital......................... (681,532) (3,104,830) (11,149,553) (17,255,452)
Total assets............................ 174,674 916,025 6,975,108 19,818,328
Due to IDT.............................. 681,532 2,960,429 11,814,988 22,000,000
Total stockholders' (deficit)........... (507,758) (2,205,305) (5,649,994) (3,926,122)
</TABLE>
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These lines say it all bubba:( all you have to look at)
Due to IDT.............................. 681,532 2,960,429 11,814,988 22,000,000
Total stockholders' (deficit)........... (507,758) (2,205,305) (5,649,994) (3,926,122)
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here is the AOL deall..who wouldnt say yes to such a ridiculous offer..Oh please let us say you own our stock! Isnt it obvious this is all a gimmick to hide tha fact that AOL doesntr pay a thing and has zero risk...ZERO!!!!!!!!!!
Warrant Issued to America Online
In connection with our distribution and marketing agreement with ICQ, we
issued a warrant to America Online to purchase up to 3% of our outstanding
capital stock on a fully-diluted basis. This warrant will vest in 1% increments
upon the achievement of each of three incremental thresholds of revenue
generated under the agreement during the first four years that the warrant is
outstanding. The per share exercise price under the warrant will be equal to
the lesser of 80% of the price per share in this offering, or $450 million
divided by the number of our fully-diluted shares on the initial exercise date.
For example, if the first revenue threshhold was reached immediately after
the closing of this offering, AOL would be permitted to purchase 1% of the sum
of:
. 10,944,429 shares of our outstanding common stock; plus
. 36,578,190 shares of our common stock issuable upon conversion of our
Class A stock; plus
. 8,776,744 shares of our common stock reserved for issuance upon exercise
of stock options that are outstanding or reserved for issuance under our
1999 Stock Option and Incentive Plan;
a total of 56,299,363 shares.
Thus, AOL would be permitted to purchase a total of 562,993 shares of common
stock. If the initial public offering price of our common stock is $13.00, the
per share exercise price of the AOL warrant would be $7.99 per share, which is
$450 million divided by the 56,299,363 fully-diluted shares expected to be
outstanding.
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here is the litigation & legislation stuff...NICE!!
Regulation
Regulation of Internet Telephony
The use of the Internet to provide telephone service is a recent market
development. Currently, the Federal Communications Commission is considering
whether to impose surcharges or additional regulations upon certain providers
of Internet telephony. On April 10, 1998, the FCC issued its report to Congress
concerning the implementation of the universal service provisions of the
Telecommunications Act. In the report, the FCC indicated that it would examine
the question of whether certain forms of phone-to-phone Internet telephony are
information services or telecommunications services. The FCC noted that it did
not have, as of the date of the report, an adequate record on which to make a
definitive pronouncement, but that the record suggested that certain forms of
phone-to-phone Internet telephony appear to have the same functionality as non-
Internet telecommunications services and lack the characteristics that would
render them information services. If the FCC were to determine that certain
services are subject to FCC regulation as telecommunications services, the FCC
may require providers of Internet telephony services to make universal service
contributions, pay access charges or be subject to traditional common carrier
regulation. It is also possible that PC2Phone and Phone2Phone services may be
regulated by the FCC differently. In addition, the FCC sets the access charges
on traditional telephony traffic and if it reduces these access charges, the
cost of traditional long distance telephone calls will probably be lowered,
thereby decreasing our competitive pricing advantage.
In September 1998, two regional Bell operating companies, U S WEST and
BellSouth, advised Internet telephony providers that the regional companies
would impose access charges on Internet telephony traffic. In addition, U S
WEST has petitioned the FCC for a declaratory ruling that providers of
interstate Internet telephony must pay federal access charges, and has
petitioned the public utilities commissions of Nebraska and Colorado for
similar rulings concerning payment of access charges for intrastate Internet
telephone calls.
41
<PAGE>
At this time, it is not known whether these companies, U S WEST and BellSouth,
will actually impose access charges or when such charges will become effective.
If these companies succeed in imposing access charges that may reduce the cost
savings of using Internet telephony as compared to traditional telephone
service. The existence of these access charges would materially adversely
affect the development of our Internet telephony business. In February 1999,
the FCC adopted an order concerning payment of reciprocal compensation that
provides support for a possible finding by the FCC that providers of Internet
telephony must pay access charges for at least some subset of Internet
telephony services. If the FCC were to make such a finding, the payment of
access charges could materially adversely effect our business, results of
operations and financial condition. Many of our competitors are lobbying the
FCC for the imposition of access charges on Internet telephony traffic.
To our knowledge, there are currently no domestic and few foreign laws or
regulations that prohibit voice communications over the Internet. State public
utility commissions may retain jurisdiction to regulate the provision of
intrastate Internet telephony services. A number of countries that currently
prohibit competition in the provision of voice telephony have also prohibited
Internet telephony. Other countries permit but regulate Internet telephony. If
Congress, the FCC, state regulatory agencies or foreign governments begin to
regulate Internet telephony, such regulation may materially adversely affect
our business, financial condition or results of operations.
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Nothin more reassurin than a 29 year old CFO....MmmmmHMMMM
Officer
Ilan M. Slasky............ 29 Chief Financial
Officer ( Oh and by the way ..he useds to work for merryl Lynch in Fixed income trading and equity derivatives) talkj about over qualified...wait ..you mean he isnt an accountant..Hmmmm..
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And the very last thing ..The Big Cheese needed a guarantee that if the NTOP shares tanked too much they would make it up to him by letting him trade in a bunch of his shares back for IDTC stock at6.50 a share......)
Mr. Sobel has an option that may be exercised beginning in September 1999,
to transfer his shares of Net2Phone to IDT in exchange for an option to
acquire 875,000 shares of IDT common stock at a purchase price of $6.50 per
share. Mr. Sobel will be prohibited by an agreement with the underwriters
from exercising this option during the 180-day period following the date of
this prospectus.
MR SOBEL <-------------Dont forget is the Chairman and President of NTOP( now why wouldnt he want his own stock ?????)
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I almost the really important stuff IDTC gave to NPOT:
In May 1999, the Company and IDT entered into an assignment agreement
whereby IDT assigned all of its rights in certain trademarks, patents and
proprietary products and information to the Company. These assets were
contributed at IDT's historical cost which was $0.
Look at how much its worth.....wow!!!
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I certainly see nothing encouraging ..do you?
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