APC Telecommunications Announces Acquisition of APC Telecom November 20, 1998 TORONTO, Nov. 19 APC Telecommunications, Inc. (OTCBB - Symbol APCI), announced the acquisition today of APC Telecom Inc., a Canadian company, in a stock-for-stock exchange. In a related transaction the company changed its name from Propaint Systems Inc. which formerly was quoted on the OTC Bulletin Board under the symbol 'PROP'. APC Telecommunications, Inc. is an American Company, newly established to operate PC-to-phone as well as phone-to-phone telecommunications, and reselling of long distance and local lines.
As part of the stock exchange, APC Telecommunications acquired all of the issued and outstanding stock of APC Telecom Inc. and issued an aggregate of 5,000,000 shares of common stock and 5,000,000 shares of Series A, Voting Convertible Preferred Stock. The Series A preferred stock is convertible into common stock, the number of shares issuable upon conversion being tied to certain revenues and Gateway installation targets.
Incident to the merger, the former directors and officers of APC Telecommunications resigned, and the following principal shareholders were elected directors and officers of the Company; Larry Hunt, President and Chief Executive Officer; Ron Crowe, Vice President of Operations, Rick Quinney, Chief Financial Officer. Robert Clarke was also appointed director. With these appointments APC Telecommunications has put in place a strong management team capable of capitalizing on the Internet Telephony opportunity.
President Larry Hunt has an extensive background in Internet development and the financial services industry as a former executive with The Royal Bank of Canada. The company will also benefit from the experience of telecommunications industry veteran Ron Crowe. As founder of Metrowide Communications, which he sold in 1995, Crowe was a pioneer in the development of flat rate long distance service and reselling of local line service.
''Ron's technical knowledge of the Canadian telecommunications market will be key to achieving our first major goal - developing long distance traffic through the use of traditional long distance telephone carriers,'' said President Larry Hunt. ''We are now actively signing up customers and once our customer base is established, and the structure of the Internet gateways across the country has been built, we will be in a position to enhance our margins by routing calls over the Internet.
Chartered Accountant Rick Quinney, formerly a partner with KPMG, a major international public accounting services firm, brings 25 years of financial experience to APC Telecommunications. Quinney will be responsible for all financial reporting requirements, tax planning and capitalization needs for the new company.
APC Telecommunications is now poised to begin its entry into the exciting and rapidly growing market of Internet Telephony. Hunt said: ''The market for Internet telephone long distance usage is anticipated to grow from its current level of $740 million to over $60 billion by 2002. We will be developing PC-to-phone as well as phone-to-phone telecommunications by linking local public switched telephone networks with the Internet through a series of computer gateway servers.''
APC has entered into a number of strategic alliances which give the company a unique competitive advantage. Through a business affiliate in the United States, APC will focus on seizing a portion of the 3.5 billion minutes of incoming long distance traffic from the U.S. to Canada, as well as the 2.9 billion in outgoing long distance traffic from Canada to the U.S. Another alliance provides access to a network of Internet Telephone Gateways which support long distance throughout North America, South America and Europe.
APC Telecommunications is now marketing traditional long distance telephone services, offering a Guaranteed Lowest Rate package. A customer's long distance traffic will be analyzed each month against the rates of the three leading long distance service providers. APC will guarantee that its customers will be charged less than the lowest of the these three rates. APC is targeting small and medium sized businesses and the small business/home business (SOHO) market segment, through a multi-level network marketing program. The company has licensed a sophisticated software system for billing long distance services. APC intends to raise capital for expansion of operations and for the purchase of computers and related equipment necessary to build Internet Gateways.
Detailed financial and other information concerning APC Telecommunications appears in the Corporation Records Manual published by Standard & Poor's Corporation. This information will soon be electronically available on the Standard & Poor's website www.advisorinsight.com. At the website, click on ''Market Access Program for OTC Bulletin Board Companies'' and then click on ''APC Telecommunications, Inc.''
Safe Harbor Statement: Assertions in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the development of the Internet as a commercial medium and carrier of telephony traffic, market acceptance risks, technological development risks and other risk factors.
APC Telecommunications, Inc. (OTCBB Symbol APCI), is located at 241 Applewood Crescent, Suite 4, Vaughan, Ontario L4K 4E6, Canada. Telephone (416) 207-0046, fax (416) 207-0334, email:info(at)apctel.com
/For further information: Larry Hunt, APC TELECOMMUNICATIONS, INC., Tel. (416) 207-0046, Fax (416) 207-0334/ (APCI)
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