Nevada
|
|
87-0140279
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(IRS
Employer
Identification
No.)
|
|
|
||
10373
Roselle Street, Suite 170
San
Diego, California
|
92121
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
|
Page No.
|
|
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|
Item 1.
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Item
2.
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Item
3.
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Item
4.
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31
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Item
1.
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33
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Item
2.
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34
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Item
3.
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38
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Item
4.
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38
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Item
5.
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Item
6.
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40
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|||
|
VIPER
NETWORKS, INC. AND
SUBSIDIARIES
|
PART
1. FINANCIAL INFORMATION
|
|
|
|
ITEM
1 -
|
FINANCIAL
STATEMENT
|
|
|
BASIS
OF PRESENTATION
|
|
|
|
The
accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-QSB pursuant to the
rules and
regulations of the Securities and Exchange Commission and, therefore,
do
not include all information and footnotes necessary for a complete
presentation of the financial position, results of operations, cash
flows,
and stockholders equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are
of a
normal recurring nature.
|
|
|
|
The
unaudited balance sheet of the Company as of September 30, 2006,
and the
related balance sheet of the Company as of December 31, 2005, which
is
derived from the Company's audited financial statements, the un-audited
statement of operations and cash flows for the nine months ended
September
30, 2006 and September 30, 2005 and the statement of stockholders
equity
for the period of December 31, 2004 to September 30, 2006 are included
in
this document.
|
|
|
|
Operating
results for the quarter and nine months ended September 30, 2006
are not
necessarily indicative of the results that can be expected for the
year
ending December 31, 2006.
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
VIPER
NETWORKS,
INC. AND
SUBSIDIARIES
|
Consolidated
Balance Sheets (Unaudited)
|
September
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
6,765
|
$
|
33,430
|
|||
Short-term
investments
|
-
|
4,000
|
|||||
Accounts
receivable, net of allowance for doubtful accounts and
sales returns (Note 4)
|
141,153
|
119,039
|
|||||
Inventories
(Note 4)
|
81,409
|
74,959
|
|||||
Other
current assets (Note 4)
|
297,243
|
194,874
|
|||||
Total
current assets
|
526,570
|
426,301
|
|||||
Property
and equipment, net (Note 4)
|
115,584
|
179,640
|
|||||
Goodwill
(Note 5)
|
200
|
149,541
|
|||||
Total
assets
|
$
|
642,354
|
$
|
755,482
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
560,175
|
$
|
589,919
|
|||
Accrued
liabilities (Note 4)
|
158,705
|
84,492
|
|||||
Loans
from related party (Note 7)
|
8,380
|
460,052
|
|||||
Taxes
payable
|
5,916
|
3,749
|
|||||
Deferred
revenues (Note 4)
|
265,267
|
185,293
|
|||||
Short
term debt
|
101,655
|
148,438
|
|||||
Total
current liabilities
|
1,100,098
|
1,471,944
|
|||||
|
|||||||
Commitments
and Contingencies (Note 9)
|
|||||||
Stockholders
equity (deficit):
|
|||||||
Preferred
stock: 10,100,000 shares authorized of $0.001 par
value; 3,000,000
shares designated Series A ; 1,100,000 and
-0-
shares issued and outstanding (Note 10)
|
3,000
|
-
|
|||||
Common
stock:
250,000,000 shares authorized of $0.001 par value; 241,728,557
and 151,048,582 shares issued an outstanding
|
233,344
|
151,049
|
|||||
Additional
paid-in capital
|
15,760,265
|
12,602,967
|
|||||
Unearned
stock-based compensation
|
(86,314
|
)
|
(113,694
|
)
|
|||
Treasury
stock
|
(223,028
|
)
|
(223,028
|
)
|
|||
Accumulated
deficit
|
(16,145,011
|
)
|
(13,054,630
|
)
|
|||
Accumulated
comprehensive loss
|
-
|
(79,125
|
)
|
||||
Total
stockholders’ equity (deficit)
|
(457,744
|
)
|
(716,461
|
)
|
|||
Total
liabilities and stockholders’ equity (deficit)
|
$
|
642,354
|
$
|
755,482
|
VIPER
NETWORKS,
INC. AND SUBSIDIARIES
|
Consolidated
Statements of Operations
(Unaudited)
|
Three
Months Ended September 30,
|
|||||||
2006
|
2005
|
||||||
|
|
|
|||||
Net
Revenues
|
$
|
659,879
|
$
|
932,467
|
|||
Cost
of revenues
|
588,434
|
898,396
|
|||||
Gross
Margin
|
71,445
|
34,071
|
|||||
Operating
Expenses
|
|||||||
General
and administrative
|
663,952
|
246,511
|
|||||
Bad
debt expense (recovery)
|
1,806
|
289
|
|||||
Equity
loss from unconsolidated subsidiaries
|
-
|
-
|
|||||
Impairment
of intangibles
|
-
|
-
|
|||||
(Recovery)
impairment of purchased assets
|
-
|
-
|
|||||
Total
Operating Expenses
|
665,758
|
246,800
|
|||||
(Loss)
from operations
|
(594,313
|
)
|
(212,729
|
)
|
|||
Other
income (expenses)
|
|||||||
Realized
(loss) gain on marketable securities
|
(33,060
|
)
|
265,440
|
||||
Interest
expense
|
(1,930
|
)
|
(43,780
|
)
|
|||
Other
(expense) income
|
(2,313
|
)
|
8
|
||||
Total
other income (expenses)
|
(37,303
|
)
|
221,668
|
||||
Net
(loss) gain
|
$
|
(631,617
|
)
|
$
|
8,940
|
||
Basic
loss per share
|
$
|
(0.00
|
)
|
$
|
0.00
|
||
Weighted
average number of shares outstanding
|
255,319,861
|
130,479,292
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Consolidated
Statements of Operations
(Unaudited)
|
Nine
Months Ended September 30,
|
|||||||
2006
|
2005
|
||||||
|
|
|
|||||
Net
Revenues
|
$
|
1,976,304
|
$
|
2,737,759
|
|||
Cost
of revenues
|
1,777,197
|
2,542,201
|
|||||
Gross
Margin
|
199,107
|
195,557
|
|||||
Operating
Expenses
|
|||||||
General
and administrative
|
3,281,839
|
1,965,642
|
|||||
Bad
debt expense (recovery)
|
21,129
|
(18,063
|
)
|
||||
Equity
loss from unconsolidated subsidiaries
|
-
|
46,329
|
|||||
Impairment
of intangibles
|
149,341
|
275,000
|
|||||
(Recovery)
impairment of purchased assets
|
-
|
(615,216
|
)
|
||||
Total
Operating Expenses
|
3,452,310
|
1,653,692
|
|||||
(Loss)
from operations
|
(3,253,203
|
)
|
(1,458,134
|
)
|
|||
Other
income (expenses)
|
|||||||
Realized
gain on marketable securities
|
187,494
|
265,440
|
|||||
Interest
expense
|
(24,317
|
)
|
(98,256
|
)
|
|||
Other
(expense) income
|
(355
|
)
|
12
|
||||
Total
other income (expenses)
|
162,821
|
167,197
|
|||||
Net
loss
|
$
|
(3,090,381
|
)
|
$
|
(1,290,938
|
)
|
|
Basic
loss per share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
Weighted
average number of shares outstanding
|
220,800,116
|
127,798,849
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
Consolidated
Statements of Stockholders’ Equity (Deficit)
(Unaudited)
|
|
|
Series
A
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
|
|
Stock
Subscription
|
|
Unearned
Stock-based
|
|
Treasury
|
|
Accumulated
|
|
Other
Comprehensive
|
|
Total
Stockholders’
Equity
|
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Receivable
|
|
Compensation
|
|
Stock
|
|
Deficit
|
|
Loss
|
|
(Deficit)
|
|
|||||||||||
Balance,
December 30, 2004
|
-
|
$
|
-
|
121,222,899
|
$
|
121,223
|
$
|
11,425,685
|
$
|
(125,000
|
)
|
$
|
(253,318
|
)
|
$
|
-
|
$
|
(11,124,944
|
)
|
$
|
(78,125
|
)
|
$
|
(34,478
|
)
|
|||||||||
Issuance
of common stock for cash
|
-
|
-
|
29,185,475
|
29,185
|
1,179,036
|
125,000
|
-
|
-
|
-
|
-
|
1,333,221
|
|||||||||||||||||||||||
Issuane
of common stock for
services
received
|
-
|
-
|
(10,386,811
|
)
|
(10,387
|
)
|
148,576
|
-
|
-
|
-
|
-
|
-
|
138,189
|
|||||||||||||||||||||
Cancellation
of common stock upon
recision
of notes payable
|
-
|
-
|
(554,283
|
)
|
(554
|
)
|
(150,614
|
)
|
-
|
-
|
-
|
-
|
-
|
(151,168
|
)
|
|||||||||||||||||||
Conversion
of notes payable and interest
|
-
|
-
|
12,094,140
|
12,094
|
491,523
|
-
|
-
|
-
|
-
|
-
|
503,617
|
|||||||||||||||||||||||
Cancellaton
of common stock for
settlement
and termination of
acquisition
|
-
|
-
|
(1,375,000
|
)
|
(1,375
|
)
|
(636,125
|
)
|
-
|
-
|
-
|
-
|
-
|
(637,500
|
)
|
|||||||||||||||||||
Issucance
of common stock for cashliess
exercise
of warrants and options
|
-
|
-
|
862,162
|
862
|
229,566
|
-
|
-
|
(223,028
|
)
|
-
|
-
|
7,400
|
||||||||||||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
(84,681
|
)
|
-
|
139,624
|
-
|
-
|
-
|
54,943
|
||||||||||||||||||||||
Comprehensive
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,000
|
)
|
(1,000
|
)
|
|||||||||||||||||||||
Net
Loss for the year ended
December
31, 2005
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,929,685
|
)
|
-
|
(1,929,685
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2005
|
-
|
-
|
151,048,582
|
151,049
|
12,602,966
|
-
|
(113,694
|
)
|
(223,028
|
)
|
(13,054,629
|
)
|
(79,125
|
)
|
(716,461
|
)
|
||||||||||||||||||
Issuance
of common stock for cash
|
-
|
-
|
17,897,500
|
17,898
|
601,589
|
-
|
-
|
-
|
-
|
-
|
619,487
|
|||||||||||||||||||||||
Issuance
of common stock for
repurchase
of NextPhase stock
|
-
|
-
|
13,015,000
|
13,015
|
176,139
|
-
|
-
|
-
|
-
|
-
|
189,154
|
|||||||||||||||||||||||
Issuance
of common stock for
services
received
|
1,100,000
|
1,100
|
40,275,167
|
40,275
|
1,957,623
|
-
|
-
|
-
|
-
|
-
|
1,998,998
|
|||||||||||||||||||||||
Issuance
of common stock for
syndication
fee
|
-
|
-
|
1,500,000
|
1,500
|
(1,500
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Cancellation
of common stock for
recession of
acquisition
|
-
|
-
|
(2,500,000
|
)
|
(2,500
|
)
|
(55,625
|
)
|
-
|
-
|
-
|
-
|
-
|
(58,125
|
)
|
|||||||||||||||||||
Issuance
of series A preferred stock in
exchange
for common stock
|
1,900,000
|
1,900
|
(19,000,000
|
)
|
(19,000
|
)
|
17,100
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Conversion
of notes payable and interest
|
-
|
-
|
31,107,307
|
31,107
|
461,973
|
-
|
-
|
-
|
-
|
-
|
493,080
|
|||||||||||||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
27,380
|
-
|
-
|
-
|
27,380
|
|||||||||||||||||||||||
Comprehensive
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
79,125
|
79,125
|
|||||||||||||||||||||||
Net
Loss for nine months ended
September
30, 2006
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,090,381
|
)
|
-
|
(3,090,381
|
)
|
|||||||||||||||||||||
Balance,
September 30, 2006
|
3,000,000
|
$
|
3,000
|
233,343,556
|
$
|
233,344
|
$
|
15,760,265
|
$
|
-
|
$
|
(86,314
|
)
|
$
|
(223,028
|
)
|
$
|
(16,145,010
|
)
|
$
|
-
|
$
|
(457,743
|
)
|
VIPER
NETWORKS, INC. AND
SUBSIDIARIES
|
Consolidated
Statements of Cash Flows
(Unaudited)
|
Nine
Months Ended September 30,
|
|||||||
2006
|
2005
|
||||||
|
|
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(3,090,381
|
)
|
$
|
(1,290,937
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operations:
|
|||||||
Depreciation
|
138,651
|
231,601
|
|||||
Allowance
for doubtful accounts and sales returns
|
9,300
|
(60,333
|
)
|
||||
Allowance
for inventory obsolescence
|
-
|
20,750
|
|||||
Allowance
for warranty returns
|
-
|
20,000
|
|||||
Amortization
of stock-based compensation
|
27,380
|
44,975
|
|||||
(Gain)
loss on sale of property and equipment
|
(7,303
|
)
|
24,360
|
||||
Equity
loss from unconsolidated subsidiaries, net of cash
contributions
|
-
|
46,329
|
|||||
Impairment
of purchased intangibles
|
149,341
|
275,000
|
|||||
(Recovery)
impairment of purchased assets
|
-
|
(615,217
|
)
|
||||
Stock
based compensation
|
1,901,309
|
391,432
|
|||||
Interest
accrual
|
24,080
|
76,488
|
|||||
(Gain)
on sale of marketable securities
|
(187,494
|
)
|
(265,440
|
)
|
|||
Loss
on recession of acquisition
|
25,000
|
-
|
|||||
Changes
in assets and liabilities:
|
|||||||
Accounts
receivable
|
(110,916
|
)
|
36,731
|
||||
Inventories
|
(6,450
|
)
|
(37,965
|
)
|
|||
Prepaid
expenses
|
(19,591
|
)
|
(616,418
|
)
|
|||
Other
current assets
|
21,849
|
7,801
|
|||||
Accounts
payable
|
259,814
|
222,801
|
|||||
Accrued
liabilities
|
78,767
|
267,038
|
|||||
Taxes
payable
|
2,167
|
802
|
|||||
Deferred
revenues
|
79,973
|
95,451
|
|||||
Net
cash used in operating activities
|
(704,505
|
)
|
(1,124,750
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment
|
(78,191
|
)
|
(16,609
|
)
|
|||
Proceeds
from sale of property and equipment
|
10,900
|
15,450
|
|||||
Sales
of marketable securities
|
158,754
|
265,440
|
|||||
Net
cash used in investing activities
|
91,463
|
264,281
|
|||||
|
|||||||
Cash
flows from financing activities:
|
|||||||
Proceeds
from issuance of common stock
|
619,487
|
857,921
|
|||||
Proceeds
from shareholder loans
|
52,301
|
229,237
|
|||||
Repayments
of shareholder loans
|
(75,411
|
)
|
(227,513
|
)
|
|||
Repayments
of convertible loans
|
(10,000
|
)
|
(35,110
|
)
|
|||
Payments
on capital lease obligations
|
-
|
(2,389
|
)
|
||||
Net
cash provided by financing activities
|
586,377
|
822,145
|
|||||
|
|||||||
Net
increase in cash
|
(26,665
|
)
|
(38,325
|
)
|
|||
Cash
at the beginning of the period
|
33,430
|
46,956
|
|||||
Cash
at the end of the period
|
$
|
6,765
|
$
|
8,632
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Consolidated
Statements of Cash Flows (Continued)
(Unaudited)
|
Nine
Months Ended September 30,
|
|||||||
2006
|
2005
|
||||||
Supplemental
schedule of cash flow activities
|
|||||||
Cash
paid for:
|
|||||||
Interest
|
$
|
59
|
$
|
11,465
|
|||
Income
taxes
|
$
|
-
|
$
|
800
|
|||
Non-cash
investing and financial activities:
|
|||||||
Common
stock (cancelled) for business acquisition
|
$
|
(58,125
|
)
|
$
|
(637,500
|
)
|
|
Common
stock issued in payment of services
|
$
|
1,613,998
|
$
|
47,045
|
|||
Common
stock issued in payment of convertible loans
|
$
|
493,080
|
$
|
-
|
|||
Common
stock received upon recision of convertible loan
|
$
|
-
|
$
|
(151,168
|
)
|
||
Common
stock issued for cashless exercise of options
|
$
|
-
|
$
|
223,028
|
|||
Common
stock issued in payment of syndication fees
|
$
|
78,000
|
$
|
-
|
|||
Common
stock issued upon repurchase of NextPhase stock
|
$
|
189,154
|
$
|
-
|
|||
Common
stock (cancelled) in exchange for Series A preferred
stock
|
$
|
(237,500
|
)
|
$
|
-
|
||
Series
A preferred stock issued in exchange for common
stock
|
$
|
237,500
|
$
|
-
|
|||
Series
A preferred stock issued in payment of services
|
$
|
385,000
|
$
|
-
|
VIPER
NETWORKS, INC. AND
SUBSIDIARIES
|
Notes
to the Consolidated Financial Statements
(unaudited)
|
NOTE
1 -
|
CONDENSED
FINANCIAL STATEMENTS
|
|
|
|
The
accompanying September 30, 2006 financial statements have been
prepared by
the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to
present
fairly the financial position, results of operations and cash flows
at
September 30, 2006 and 2005 and for all periods presented have
been made.
Certain information and Footnote disclosures normally included
in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or
omitted. It is suggested that these condensed financial statements
be read
in conjunction with the financial statements and notes thereto
included in
the Company's December 31, 2005 audited financial statements. The
results
of operations for periods ended September 30, 2006 and 2005 are
not
necessarily indicative of the operating results for the full
years.
|
|
|
NOTE
2 -
|
DESCRIPTION
OF THE BUSINESS
|
|
|
|
The
consolidated financial statements presented are those of Viper
Networks,
Inc. and its wholly-owned Subsidiaries (the “Company”).
|
|
|
|
We
are striving to become a provider of Voice over Internet Protocol,
or
VoIP, communications products and services. Since we began VoIP
operations
in 2000, we have evolved from a pioneer in selling VIPER CONNECT,
a “push
to talk” technology developed by ITXC, to a next generation provider of
high-quality telecommunication services and technology for internet
protocol, or IP telephony applications. We utilize our VoIP technology
to
transmit digital voice communications over data networks and the
Internet.
|
|
|
NOTE
3 -
|
SIGNIFICANT
ACCOUNTING POLICIES
|
|
|
|
a. Basis
of Presentation.
|
|
|
|
The
Company’s consolidated financial statements are prepared using the accrual
method of accounting and include its wholly-owned subsidiaries.
All
significant intercompany accounts and transactions have been eliminated.
Investments in businesses which the Company does not control, but
has the
ability to exercise significant influence over operating and financial
policies, are accounted for using the equity method and are included
in
Investments in Unconsolidated Businesses on the consolidated balance
sheet.
|
|
|
|
b. Inventories
|
|
|
|
Inventories
are stated at the lower of cost or market using the first-in first-out
method. Inventory costs include international inbound freight, duty
and custom fees.
|
|
|
|
c. Estimates
|
|
|
|
The
preparation of financial statements in conformity with generally
accepted
accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and
disclosure of contingent assets and liabilities at the date of
the
consolidated financial statements and the reported amounts of revenues
and
expenses during the reporting periods. The Company is required
to make
judgments and estimates about the effect of matters that are inherently
uncertain. Although, we believe our judgments and estimates are
appropriate, actual future results may be different; if different
assumptions or conditions were to prevail, the results could be
materially
different from our reported results.
|
|
|
|
On
an on-going basis, the Company re-evaluates its estimates, including,
but
not limited to, those related to bad debts, product returns, warranties,
inventory reserves, long-lived assets, income taxes,
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE
3 -
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
|
c. Estimates
(continued)
|
|
|
|
litigation,
and other contingencies. The Company bases its estimates on historical
experience and various other assumptions we believe to be reasonable
under
the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that
are not
readily apparent from other sources.
|
|
|
|
d. Property
and Equipment
|
|
|
|
Property
and equipment are stated at cost and are depreciated over their estimated
useful lives using the straight-line method. Useful lives range from
three
to five years for office furniture and equipment. Additions to property
and equipment together with major renewals and betterments are
capitalized. Maintenance, repairs and minor renewals and betterments
are
charged to expense as incurred.
|
|
|
|
e. Goodwill
and Other Intangible Assets
|
|
|
|
Goodwill
represents the excess of the cost of businesses acquired over the
fair
value of the identifiable net assets at the date of acquisition.
Goodwill
and intangible assets acquired in a purchase business combination
and
determined to have indefinite useful lives are not amortized, but
instead
are evaluated for impairment annually and if events or changes in
circumstances indicate that the carrying amount may be impaired per
Statement of Financial Accounting Standards, No.142 (“SFAS 142”),
“Goodwill and Other Intangible Assets”. An impairment loss would generally
be recognized when the carrying amount of the reporting unit’s net assets
exceeds the estimated fair value of the reporting unit. The estimated
fair
value is determined using a discounted cash flow analysis. SFAS 142
also
requires that intangible assets with estimable useful lives be amortized
over their respective estimated useful lives to their estimated residual
values, and reviewed for impairment in accordance with SFAS No. 144,
“Accounting for Impairment or Disposal of Long-Lived
Assets”.
|
|
|
|
f. Long-lived
Assets
|
|
|
|
Long-lived
assets, such as property and equipment and purchased intangibles
subject
to amortization, are evaluated for impairment whenever events or
changes
in circumstances indicate that the carrying amount of the asset may
not be
recoverable per SFAS 144, “Accounting for Impairment or Disposal of
Long-Lived Assets”. Recoverability of assets is measured by a comparison
of the carrying amount of an asset to estimated undiscounted future
cash
flows expected to be generated by an asset. If the carrying amount
of an
asset exceeds its estimated future cash flows, an impairment charge
is
recognized as the amount by which the carrying amount exceeds the
estimated fair value of the asset. The estimated fair value is determined
using a discounted cash flow analysis. Any impairment in value is
recognized as an expense in the period when the impairment
occurs.
|
|
|
|
g. Revenue
Recognition
|
|
|
|
The
Company recognizes revenues and the related costs for voice, data
and
other services along with product sales when persuasive evidence
of an
arrangement exists, delivery and acceptance has occurred or service
has
been rendered, the price is fixed or determinable, and collection
of the
resulting receivable is reasonably assured. Service revenue from
monthly
and per minute fee agreements is recognized gross, consistent with
Emerging Issues Task Force (EITF) No. 99-19 “Reporting Revenues Gross as a
Principal Versus Net as an Agent”, as the Company is the primary obligor
in its transaction, has all credit risk, maintains all risk and rewards,
and establishes pricing. Combined product and
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE
3 -
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
|
g. Revenue
Recognition (continued)
|
|
|
|
service
agreements are allocated consistent with EITF No. 00-21 “Accounting for
Revenue Arrangements with Multiple Deliverables” with the multiple
deliverables divided into separate units of accounting. Revenue is
allocated among the separate units of accounting based on their relative
fair value. Support and maintenance sales are recognized over the
contract
term. Amounts invoiced or collected in advance of product delivery
or
providing services are recorded as deferred revenue.
|
|
|
|
The
Company accrues for warranty costs, sales returns, bad debts, and
other
allowances based on its historical experience.
|
|
|
|
h. Stock-based
Compensation
|
|
|
|
Statement
of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for
Stock-Based Compensation”, provides for the use of a fair value based
method of accounting for stock-based compensation. However, SFAS
123
allows the measurement of compensation cost for stock options granted
to
employees using the intrinsic value method of accounting prescribed
by
Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for
Stock Issued to Employees”, which only requires charges to compensation
expense for the excess, if any, of the fair value of the underlying
stock
at the date a stock option is granted (or at an appropriate subsequent
measurement date) over the amount the employee must pay to acquire
the
stock. The Company has elected to account for employee stock options
using
the intrinsic value method under APB 25. By making that election,
the
Company is required by SFAS 123 to provide pro forma disclosures
of net
loss as if a fair value based method of accounting had been
applied.
|
|
|
|
In
accordance with the provisions of SFAS 123, all other issuances of
stock,
stock options or other equity instruments to employees and non-employees
as the consideration for goods or services received by the Company
are
accounted for based on the fair value of the equity instrument issued
(unless the fair value of the consideration received can be more
reliably
measured). During the nine months ended September 30, 2006 and 2005,
the
Company recognized $1,477,961 and $356,248 and $246,926 and $158,718
of
expense relating to the grant of common stock to non-employees and
employees, respectively, for services which are included in the
accompanying consolidated statements of operations. The value of
these
shares was determined based upon over the counter closing
prices.
|
|
|
|
i. Income
Tax
|
|
|
|
Current
income tax expense (benefit) is the amount of income taxes expected
to be
payable (receivable) for the current year. A deferred tax asset and/or
liability is computed for both the expected future impact of differences
between the financial statement and tax bases of assets and liabilities
and for the expected future tax benefit to be derived from tax loss
and
tax credit carry forwards. Deferred income tax expense is generally
the
net change during the year in the deferred income tax asset and liability.
Valuation allowances are established when necessary to reduce deferred
tax
assets to the amount expected to be “more likely then not” realized in
future tax returns. Tax rate changes are reflected in income in the
period
such changes are enacted.
|
|
|
|
j. Net
Loss Per Share
|
|
|
|
Basic
net loss per share is computed using the weighted average number
of common
shares outstanding during the periods presented. Diluted loss per
share
has not been presented because the assumed exercise of the Company’s
outstanding options and warrants would have been antidilutive.
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE
3 -
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
|
j. Net
Loss Per Share (continued)
|
|
|
|
Options
and/or warrants will have a dilutive effect only when the average
market
price of the common stock during the period exceeds the exercise
price of
the options and/or warrants. There were options to purchase 7,250,000
shares of common stock and 33,988,846 warrants potentially issuable
at
September 30, 2006 which were not included in the computation of
net loss
per share.
|
|
|
|
k. Recent
Accounting Pronouncements
|
|
|
|
In
February 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 155, “Accounting
for Certain Hybrid Financial Instruments—an amendment of FASB Statements
No. 133 and 140” (“SFAS No. 155”). The provisions of SFAS No. 155 will be
effective for all financial instruments acquired, issued, or subject
to a
re-measurement (new basis) event occurring after the beginning of
an
entity’s first fiscal year that begins after September 15, 2006. The fair
value election provided for in paragraph 4(c) of this Statement may
also
be applied upon adoption of this Statement for hybrid financial
instruments that had been bifurcated under paragraph 12 of Statement
133
prior to the adoption of this Statement. Earlier adoption is permitted
as
of the beginning of an entity’s fiscal year, provided the entity has not
yet issued financial statements, including financial statements for
any
interim period, for that fiscal year. SFAS No. 155 amends FASB SFAS
No.
133, “Accounting for Derivative Instruments and Hedging
Activities”
(“SFAS No. 133”), and SFAS No.
140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities”
(“SFAS No. 140”). SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue
No. D1, “Application of Statement 133 to Beneficial Interests in
Securitized Financial Assets”.
This Statement: a) permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise
would require bifurcation, b) clarifies which interest-only strips
and
principal-only strips are not subject to the requirements of SFAS
No.133,
c) establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives
or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation, d) clarifies that concentrations
of
credit risk in the form of subordination are not embedded derivatives,
and
e) amends SFAS
No.140
to eliminate the prohibition on a qualifying special purpose entity
from
holding a derivative financial instrument that pertains to a beneficial
interest other than another derivative financial instrument. The
Company
is currently evaluating the impact of adopting SFAS No.
155.
|
|
|
|
In
March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
Financial Assets—an amendment of FASB Statement No. 140” (“SFAS No. 156”).
An entity shall adopt this Statement as of the beginning of its first
fiscal year that begins after September 15, 2006. Earlier adoption
is
permitted as of the beginning of an entity’s fiscal year, provided the
entity has not yet issued financial statements, including interim
financial statements, for any period of that fiscal year. The effective
date of this Statement is the date that an entity adopts the requirements
of this Statement. SFAS No. 156 amends SFAS
No. 140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities”,
with respect to the accounting for separately recognized servicing
assets
and servicing liabilities. This Statement: a) requires an entity
to
recognize a servicing asset or servicing liability each time it undertakes
an obligation to service a financial asset by entering into a servicing
contract in any of the following situations, b) requires all separately
recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable, c) permits an entity to choose
between two subsequent measurement methods for each class of separately
recognized servicing assets and servicing liabilities, d) at its
initial
adoption, permits a one-time reclassification of available-for-sale
securities to trading securities by entities with recognized servicing
rights, without calling into question the treatment of other
available-for-sale securities under SFAS
No. 115,
provided that the available-for-sale securities are identified in
some
manner as offsetting the entity's exposure to
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE
3 -
|
SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
|
k. Recent
Accounting Pronouncements (continued)
|
|
|
|
changes
in fair value of servicing assets or servicing liabilities that a
servicer
elects to subsequently measure at fair value, and e) requires separate
presentation of servicing assets and servicing liabilities subsequently
measured at fair value in the statement of financial position and
additional disclosures for all separately recognized servicing assets
and
servicing liabilities. The Company is currently evaluating the impact
of
adopting SFAS No. 156.
|
|
|
|
In
July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”),
“Accounting for Uncertainty in Income Taxes - an interpretation of
FASB
Statement No. 109”. FIN 48 requires that the Company recognize in the
consolidated financial statements the impact of a tax position that
is
more likely than not to be sustained upon examination based on the
technical merits of the position. The provisions of FIN No. 48 will
be effective for the Company beginning in the March 2007 quarter,
with the cumulative effect of the change in accounting principle
recorded
as an adjustment to opening retained earnings. The Company is currently
evaluating the impact of adopting FIN No. 48.
|
|
|
|
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial statements
for that fiscal year, including any financial statements for an interim
period within that fiscal year. The Company is currently evaluating
the
impact of adopting SFAS No. 157.
|
|
|
|
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”).
SFAS No. 158 provides different effective dates for the recognition
and
related disclosure provisions and for the required change to a fiscal
year-end measurement date. Also, the effective date of the recognition
and
disclosure provisions differs for an employer that is an issuer of
publicly traded equity securities from one that is not. For purposes
of
this Statement, an employer is deemed to have publicly traded equity
securities if any of the following conditions is met: a) the employer
has
issued equity securities that trade in a public market, which may
be
either a stock exchange (domestic or foreign) or an over-the-counter
market, including securities quoted only locally or regionally, b)
the
employer has made a filing with a regulatory agency in preparation
for the
sale of any class of equity securities in a public market, or c)
the
employer is controlled by an entity covered by (a) or (b). An employer
with publicly traded equity securities shall initially apply the
requirement to recognize the funded status of a benefit plan and
the
disclosure requirements as of the end of the fiscal year ending after
December 15, 2006. Application as of the end of an earlier fiscal
year is
encouraged; however, early application shall be for all of an employer’s
benefit plans. The requirement to measure plan assets and benefit
obligations as of the date of the employer’s fiscal year-end statement of
financial position (paragraphs 5, 6, and 9) shall be effective for
fiscal
years ending after December 15, 2008, and shall not be applied
retrospectively. Earlier application is encouraged; however, early
application shall be for all of an employer’s benefit plans. An employer
with publicly traded equity securities shall initially apply the
requirement to recognize the funded status of a benefit plan (paragraph
4)
and the disclosure requirements (paragraph 7) as of the end of the
fiscal
year ending after December 15, 2006. The Company is currently evaluating
the impact of adopting SFAS No. 158.
|
|
|
NOTE
4 -
|
GOING
CONCERN
|
|
|
|
The
Company’s consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in
the normal course of business. The Company has incurred a loss from
inception on
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE
4 -
|
GOING
CONCERN (continued)
|
|
|
|
September
14, 2000 through September 30, 2006, resulting in an accumulated
deficit
of $16,145,011 at September 30, 2006, that raises doubt about the
Company’s ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments
relating
to the recoverability and classification of asset carrying amounts
or the
amount and classification of liabilities that might result from the
outcome of this uncertainty.
|
|
|
|
It
is the intent of management to continue to develop its voice and
data
services to Web-based customers and expand its Voice-over-Internet
Protocol networks for businesses, institutions, and Internet Service
Providers (ISP).
|
|
|
|
Company
management will seek additional financing through new stock issuances
and
lines of credit.
|
|
|
NOTE 5 -
|
SIGNIFICANT
EVENTS
|
|
|
|
On
February 14, 2006, the Company signed a three year lease commencing
March
15th
for 4,000 square feet of office space in Troy, Michigan for an East
Coast
sales office and to consolidate inventory, order fulfillment, and
technical support. First year monthly rental payments are $2,650
increasing to $3,170 and $4,170 in the second and third years.
Subsequently, on May 3, 2006 the Company signed a sublease agreement
for
80% (3,343 square feet) of its San Diego office under terms equal
to its
master lease obligation for the remainder of the lease
term.
|
|
|
|
On
February 16, 2006, Ron Weaver and Yale Wong elected to convert the
entire
balance of their promissory notes ($72,294 and $40,662) into 2,409,822
and
1,355,406 shares of the Company’s Common Stock in accordance with the
terms of the notes, respectively. Also on February 16, 2006, Farid
Shouekani elected to convert $90,877 of his promissory note into
4,199,178
shares of the Company’s Common Stock in accordance with the terms of the
note.
|
|
|
|
During
February the Board of Directors approved, in principal, a compensation
arrangement for Farid Shouekani, CEO, which would allow him to receive
10,000,000 shares of common stock for past services and as a retention
incentive. The Company does not have a sufficient number of
authorized but unissued shares of common stock to complete the
transaction. On September 29, 2006 following the designation (on
August 7, 2006) of a Series A Preferred Stock, the Company issued
1,000,000 shares of the Series A Preferred Stock to Mr. Shouekani,
with
the rights and privileges noted below. The 1,000,000 shares of the
Series
A Preferred Stock will automatically convert into 10,000,000 shares
of the
Common Stock at such time as there are sufficient authorized but
unissued
shares of Common Stock to allow conversion of all Series A Preferred
Stock
then outstanding.
|
|
|
|
On
March 1, 2006, Farid Shouekani elected to convert an additional
$289,398.78 of his promissory note into 23,151,902 shares of the
Company’s
Common Stock in accordance with the terms of the note.
|
|
|
|
On
March 31, 2006, the Company issued 31,058,500 shares of common stock
to
seven individuals in Saudi Arabia for services within the Middle
East to
provide market analysis, develop business plans, establish distribution
channels, perform engineering and other local support, and to assist
in
obtaining local licenses.
|
|
|
|
On
April 5, 2006, the Company signed a twelve month consulting agreement
with
J2 Capital Management for strategic advisory services and marketing,
advertising, and public relations services in exchange for 2,500,000
shares of the Company’s common
stock.
|
VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE 5 -
|
SIGNIFICANT
EVENTS (continued)
|
|
|
|
On
April 30, 2006, the Company signed two twelve month consulting agreements
with Pasadena Capital Partners, LLC and Blue Wave Advisors, LLC for
the
development and implementation of marketing and an investor awareness
programs and for turn-key services as the Company’s in-house investor
relations in exchange for an aggregate of 2,750,000 shares of the
Company’s common stock.
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During
June the Board of Directors approved, in principal, a compensation
arrangement for Ron Weaver, Chairman of the Board, which would allow
him
to receive 1,000,000 shares of common stock for past services and
as a
retention incentive. The Company does not have a sufficient number
of authorized but unissued shares of common stock to complete the
transaction. On September 29, 2006 following the designation (on
August 7, 2006) of a Series A Preferred Stock, the Company issued
100,000
shares of the Series A Preferred Stock to Mr. Weaver, with the rights
and
privileges noted below. The 100,000 shares of the Series A Preferred
Stock
will automatically convert into 1,000,000 shares of the Common Stock
at
such time as there are sufficient authorized but unissued shares
of Common
Stock to allow conversion of all Series A Preferred Stock then
outstanding.
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During
the second quarter, the Company commenced marketing a set of fixed
price
monthly calling plans for residential users in the Detroit, Michigan
area.
The plans range from $15.95 per month for 600 minutes to North America
and
selected countries to $23.95 per month for unlimited calls within
the
United States and Canada.
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On
August 7, 2006, the Company’s Board of Directors designated 3,000,000
shares of Series A Preferred Stock from the 10,100,000 shares of
authorized Preferred Stock. The Series A Preferred Stock shall have
the
following rights and privileges:
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(1)
Dividends of equal rights with the Company’s Common
Stock,
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(2)
Liquidation Rights of equal rights with the Company’s Common Stock
adjusted for the Series A Preferred Stock conversion
rights,
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(3)
Conversion into ten (10) shares of Common Stock shall be automatic
within
30 days of the Company having sufficient authorized but unissued
shares of
Common stock for the conversion of all Series A Preferred Stock then
outstanding,
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(4)
The Series A Preferred Stock has no redemption rights,
and
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(5)
Voting Rights for each share of Series A Preferred Stock shall be
equal to
140 shares of Common Stock.
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On
September 29, 2006, restricted shares of Series A Preferred Stock
shares
were issued to Farid Shouekani (1,000,000) and Ron Weaver (100,000)
as
noted above.
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During
August the Company received the Final Award in the arbitration between
the
Company and Greenland Corporation regarding the April 25, 2003 Securities
Purchase Agreement. The Final Award rescinds the agreement between
Greenland and the Company, entitling Viper to the return of all 2,750,000
shares (2,500,000 shares plus the subsequent 10% stock dividend)
of its
Common Stock previously issued to Greenland and Greenland to the
return of
the 2,000,000 shares of its common stock held by the Company. The
$25,000
of cash consideration paid by Viper is retained by Greenland. The
Company’s transfer agent has canceled the 2,750,000 shares of Common
Stock. In addition, Greenland’s cross compliant was denied and any other,
if any, claims between the parties not specifically addressed in
the Final
Award are denied. In addition, Viper was awarded a portion of its
attorneys fess and its arbitration costs and is evaluating the possibility
of collection, if any, on this cash portion of the Final Award; but,
given
Greenland’s previous disclosure of an IRS Tax Lien on their assets, the
probability of collection appears unlikely.
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During
August a subscriber of the August 2005 unit subscription agreement
elected
to exchange the NextPhase common stock received as part of the unit
subscription for additional shares of the Company‘s Common Stock. The
Company issued 4,265,000 shares of its Common Stock in exchange for
the
return of 426,500 shares of NextPhase common
stock.
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VIPER
NETWORKS, INC. AND SUBSIDIARIES
|
Notes
to Consolidated Financial Statements
(unaudited)
|
NOTE 5 -
|
SIGNIFICANT
EVENTS (continued)
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On
September 6, 2006, to increase the number of available common shares,
Farid Shouekani,
an officer and director, surrendered 19,000,000 shares of the Company’s
Common Stock for cancellation in exchange for the issuance to him
of
1,900,000 shares of the Company’s Series A Preferred
Stock.
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During
September a subscriber of the August 2005 unit subscription agreement
elected to exchange the NextPhase common stock received as part of
two
unit subscriptions for additional shares of the Company‘s Common Stock.
The Company issued 8,750,000 shares of its Common Stock in exchange
for
the return of an aggregate of 875,000 shares of NextPhase common
stock.
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On
October 25, 2006, the Company signed an exclusive agreement with
Onasi,
Inc. (dba OnSat) to provide VoIP products and services within the
territory of the Navajo Nation under OnSat’s Master Agreement: Internet
and Transmission Services with the Navajo Nation. Subject to our
ability
to obtain necessary debt financing, the Company agrees to purchase
various
internet-related subscriber equipment from OnSat and to provide VoIP
services to customers within the territory of the Navajo Nation.
In addition, we agree to purchase from OnSat an aggregate of $1,411,000
in
wireless service base equipment (the “Access Equipment”). This equipment
is currently installed and operated within the territory by OnSat,
and
consists of 900 MHz access points, related server equipment, antennas,
and
related equipment. Pursuant to the terms of the agreement, the Access
Equipment purchase price will be satisfied by issuance to OnSat of
64,941,423 shares of the Company’s common stock, or preferred stock
convertible into such number of shares of the Company’s common stock. In
accordance with the agreement the Company has the right to sell the
Access
Equipment back to OnSat on June 30, 2010 or earlier upon achieving
27,000
VoIP subscribers within the territory of the Navajo Nation, and OnSat
has
the right, subject to certain restrictions, to repurchase from the
Company
the Access Equipment for 54,941,423 shares of the Company’s common stock
(to be held in escrow), with such rights expiring on July 10,
2010.
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1.
Continued
Operating Losses & Early-Stage Company.
|
The
Company has incurred $3,090,381 in losses during the nine months
ending
September 30, 2006 and cumulative losses of $16,145,011 since the
Company’s inception. The Company is an early-stage company and may well
incur significant additional losses in the future as well and there
can be
no assurance that the Company will be successful or that it will
be
profitable in the future.
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2.
Current
Financial Structure, Limited Equity, Limited Working Capital & Need
for Additional Financing.
|
While
the Company’s management believes that its financial policies have been
prudent, the Company has relied, in large part, upon the use of
common
stock financing to provide a substantial portion of the Company’s
financial needs. The Company anticipates that it will need to raise
significant additional capital to implement is business plan. This
dependence upon common equity financing has meant that we are reliant
upon
the price of our common stock in the public markets, which has
dramatically declined over the past two years and there can be
no
assurance that the price of our common stock will recover. In addition,
we
have had only limited discussions with potential investors and
there can
be no guarantee that the Company will receive additional capital
from any
investors or, if it does receive sufficient additional capital,
that it
can obtain additional capital on terms that are reasonable in light
of the
Company’s current circumstances. We have limited equity and limited
working capital. Further, the Company has not received any commitments
or
assurances from any underwriter, investment banker, venture capital
fund,
or other individual or institutional investor.
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|
3.
Auditor's
Opinion: Going Concern.
|
The
Company’s independent auditors, Chang G. Park, CPA, Ph.D., have expressed
substantial doubt about the Company's ability to continue as a
going
concern since the Company is an early-stage company and there exists
only
a limited history of operations and has continued operating
losses.
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|
4.
Subordinate
to Existing and Future Debt & Authorized But Unissued Preferred
Stock.
|
All
of the Common Stock is subordinate to the claims of the Company's
existing
and future creditors and the holders of the Company's existing
preferred
stock and any that may be issued in the future.
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|
5.
Outstanding
Convertible Non-Dilutive Debt to Current and Former
Management.
|
In
August of 2005, we entered into agreements with certain of our
current and
former officers and directors. Under the terms of these agreements,
these
individuals returned an aggregate of 16,500,000 shares of our common
stock
previously awarded as bonuses in connection with their prior employment
with the Company and in exchange, we issued an aggregate of 16,500,000
common stock purchase warrants and an aggregate of $838,969.26
in
unsecured promissory notes. Each of the notes are convertible,
at the
option of each noteholder, into shares of the Company’s common stock (such
conversion to be at a rate which is 50% of the 52-week low trading
range
of the Company’s public common stock price immediately prior to
conversion) and the number of shares so issued in payment of all
accrued
and unpaid interest and principal cannot be reduced as a result
of any
reverse split of the Company’s common stock or any recapitalization.
Further, the number of shares issuable to each noteholder are described
in
each note as non-dilutive;
that is the number of shares that may be purchased upon conversion
any
note will increase in direct proportion to any increase in the
number of
shares issued by the Company after the issuance of the notes. The
warrants
grant the holder the right to purchase our common stock at an exercise
price of $0.25 per share and the warrants do not expire until August
26,
2009. While the Company believed at the time the issuance of the
notes and
warrants served to support the Company’s plans, the terms of the notes and
the warrants may limit the ability to
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raise
additional capital. Further, while the transactions involve the
return of
shares previously issued in connection with the Company’s payment of
employment bonuses, the Company did not undertake any evaluation
of
whether the transactions do not expose the Company to potential
claims
under the California Labor Code and other state employment rules
and
regulations.
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|
6.
Conflicts
of Interest.
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As
a small company, we are dependent, from time to time, upon one
or more our
officers and directors to assist us in meeting our financial obligations.
In some cases, we may enter into an agreement with an officer or
director
who assists us in completing one or more transactions or in providing
us
with financing or other services. These transactions involve a
conflict of
interest. A conflict of interest arises whenever a party has an
interest
on both sides of a transaction. While we believe that we have and
will
continue to enter into such agreements with officers and directors
on
terms that are no different than that which we can obtain from
independent
third parties, there can be no assurance that we will always be
successful
in these efforts or that we can successfully resolve conflicts
of interest
to fully satisfy our obligations to our Company and our
stockholders.
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7.
Dependence
& Reliance Upon Others.
|
Some
of our products and services may rely upon hardware, software,
and
communications systems provided by others. For this reason we may
become
dependent upon third parties which may materially and adversely
affect our
ability to offer distinct products and services which may result
in
adverse pricing pressures on our products with resulting adverse
impact on
our profits, if any.
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|
8.
Recent
Acquisitions & Limited History of
Operations.
|
During
the fiscal year ending December 31, 2005, we generated $3,482,549 in
net revenues, primarily through our acquisition of Coliance and
Mid-Atlantic in 2003 and our acquisition of Adoria in 2004. We
will need
to further increase our revenues and successfully develop and implement
our business strategy in an ever-changing and challenging marketplace
if
we are to succeed. In the event that we are not able to successfully
develop and implement our business strategy, we may be subject
to
continuing significant risks and resulting financial volatility.
Our
limited history and the continuing technological and competitive
challenges that we face are beyond our ability to control. For
these and
other reasons we may incur continuing and protracted losses with
the
result that an investor may lose all or substantially all of their
investment.
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|
9.
Matter
of 911 and Emergency Calling Services and Exposure to
Liability.
|
Both
our emergency calling service and our E911 calling service are
different,
in significant respects, from the emergency calling services offered
by
traditional wireline telephone companies. In each case, those differences
may cause significant delays, or even failures, in callers’ receipt of the
emergency assistance they need. Traditional wireline telephone
companies
route emergency calls over a dedicated infrastructure directly
to an
emergency services dispatcher at the public safety answering point,
or
PSAP, in the caller’s area. Generally, the dispatcher automatically
receives the caller’s phone number and actual location information. While
our system being deployed is designed to route calls in a similar
fashion
to traditional wireline services, our 911 services are not yet
available
in all locations. Further to the extent that it is not available
in a
specific location or to the extent that a caller experiences delays
in
obtaining and accessing emergency calling services, we may face
significant liability.
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|
10.
Matter
of National Security Agency and Potential
Liability.
|
As
a provider of telephone services, our company may be asked to provide
information regarding our customer telephone records to the National
Security Agency (NSA) and governmental agencies in connection with
efforts
taken by these agencies to fight the war against terror. In the
event that
we assist the NSA and other agencies in providing such information,
we may
be exposed to potential liability in violating the privacy rights
of our
customers. We may also face the loss of revenues and customer good
will.
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|
11.
Decreasing
Pricing Trends.
|
Domestic
and international telecommunications prices continue to decrease
and we
anticipate that this trend will continue. Further, users who select
our
services may switch to the services offered by our competitors
to take
advantage of lower priced services offered by them. Such continued
competition or continued price decreases may require us to lower
our
prices to remain competitive. This will serve to reduce our revenue
and
lead to loss of customers or a decrease in our growth and may delay
or
prevent us from achieving profitability.
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|
12.
Consumer
Acceptance of VoIP Technology and Competitive
Issues.
|
The
market for VoIP services continues to grow and develop. While we
believe
that a significant portion of this growth is due to customers who
are
“early adopters,” as this market segment utilizes VoIP services in larger
numbers, if we are to achieve any growth in revenues, we will likely
incur
higher marketing expenses in attracting
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customers
from other segments. For these reasons, we may experience lower
growth and
higher expenses than our larger competitors. Further, our larger
competitors have entered into co-marketing agreements with other
technology and internet companies and, in other cases, they are
offering
VoIP services bundled with other internet services that we do not
offer
and have no ability to offer. These and other competitive conditions
will
serve to severely limit our ability to compete
effectively.
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|
13.
Flaws
in Technology and Systems.
|
While
we believe that our VoIP serve network offers a high level of system
integrity, flaws in our technology and systems may arise which
may create
disruptions and other outages. Software and hardware malfunctions
or
problems with our network may arise. In addition, “hacker attacks” can
occur from the Internet. As a result, if the reliability of our
services
is adversely perceived by our customers, we may have difficulty
ion
attracting and retaining customers and our reputation may
suffer.
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|
14.
Cost
of Customer Acquisition.
|
We
have initiated a new business initiative in which we market directly
to
retail customers via an in-house direct-marketing effort. Our sales
and
marketing expenses are expected to increase substantially as a
result of
this effort, yet little data exists on the average cost to acquire
customers in this way. If our acquisition rate or customer churn
rate
exceeds what we expect, our financial results will be negatively
impacted
and we will experience delays in or an inability to achieve
profitability.
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15.
Unexpected
Calling Patterns Associated with Flat Rate Calling
Plans.
|
We
have developed and begun to market Flat Rate Calling Plans in which,
for a
fixed monthly fee, customers have limited or unlimited rights to
make
telephone calls within designated geographical territories. The
profitability of these Plans depends primarily on ‘in-territory’ calling
traffic (i.e., traffic within
the designated geographical territory for which customers incur
no
per-call charges) and on ‘out-of-territory’ calling traffic (international
calls for which customers incur
extra charges,
and which are anticipated to generate significant profits). We
incur
termination costs for all ‘in-territory’ calls but, for Flat Rate Calling
Plans, only generate revenue from fixed the monthly fees. If average
‘in-territory’ calling traffic exceeds what we anticipate our financial
results will be negatively impacted. If average ‘out-of-territory’ calling
traffic falls short of what we anticipate our financial results
will be
negatively impacted. Either result would lead to delays in or an
inability
to achieve profitability.
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16.
Cost
Efficiencies Associated with Growth.
|
We
anticipate our average termination costs will improve as traffic
increases. If termination cost efficiencies fall short of what
we project
our financial results will be negatively impacted and we will experience
delays in or an inability to achieve profitability.
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17.
Losses
Due to Customers Fraud.
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Customers
have obtained access to the Company’s service without prepaying for the
service (minutes) by submitting fraudulent credit card information.
Losses
from unauthorized credit card transactions and theft of service
totaled
$42,579 during the twelve months ending December 31, 2005. In the
nine months ended September 30, 2006 losses from unauthorized credit
card
transactions totaled $3,277. We have implemented new anti-fraud
procedures
in order to control losses relating to unauthorized credit card
use, but
these procedures may not be adequate to effectively limit our exposure
in
the future from customer fraud. If our procedures are not effective,
consumer fraud and theft of service could be significant and have
a
material adverse effect on our business and operating
results.
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18.
Price
Competition on Certain Services.
|
The
products and services that we intend to offer may, through changing
technology and cost structures, become commodities which result
in intense
price competition. While we believe that we will be able to distinguish
our products and services from competing products, services, and
technologies offered by others, if we fail to distinguish ourselves
from
others, this could hinder market acceptance of our services, force
reductions in contemplated sales prices for our products and services,
and
reduce our overall sales and gross margins. Potential customers
may view
price as the primary distinguishing characteristic between our
products
and services and those of our competitors. This could result in
the
Company incurring significant and protracted losses. Further, we
are
selling into a market that has a broad range of desired product
characteristics and features which may make it difficult for us
to develop
products that will address a broad enough market to be commercially
viable.
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19.
Absence
of Barriers to Entry & Lack of Patent
Protection.
|
Our
planned products and services are not unique and others could easily
copy
our strategy and provide the same or similar services since there
are no
significant barriers to entering the business of providing internet
telephone
|
services
or VoIP networks and no significant barriers to entry are expected
in the
future. In addition, we do not hold and do not expect to hold any
patent
protection on any of our planned products or services. Our products
and
services primarily utilize the intellectual property rights of
others. For
these reasons we may face continuing financial losses.
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20.
Limited
Customer Base.
|
While
we seek to implement our plans, we have a limited customer base
of
approximately 20,000 accounts using our suite of VoIP products
and there
can be no assurance that we will grow and develop a sufficient
customer
base that generates sufficient sustainable revenues that provide
stable
profit margins. The absence of growth at pricing levels that can
provide
for sustainable revenues and profit margins may greatly inhibit
our
ability to attract additional capital and otherwise lead to volatile
results from operations with consequent adverse and material impact
on our
financial condition.
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21.
Customers,
Technology/Feature Options & Commercial
Viability.
|
If
we are able to implement our business plan, we will be selling
our
products and services into a marketplace that is experiencing a
convergence of competing technologies. Typically, telecommunications
providers desire extremely robust products with the expectation
of a
relatively long effective life. As a result and depending on the
outcome
of unknown trends in technology, market forces, and other variables,
we
may not attract a broad enough market to achieve commercial
viability.
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22.
New
Technologies May Be Developed.
|
New
products or new technologies may be developed that supplant or
provide
lower-cost or better-performing alternatives to our planned products
and
services. This could negatively impact our financial results and
delay or
prevent us from achieving profitability.
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23.
Absence
of Brand Name Recognition: Limited Ability to
Promote.
|
The
market for telecommunications services is intensely competitive;
brand
name recognition is critical to success. Many companies offer products
and
services like ours and many have a well established presence in
major
metropolitan centers. We may not be able to compete successfully
with
these companies and others that may enter the market. Some of them
also
have substantially greater financial, distribution, and marketing
resources than we do. If we do not succeed in this competitive
marketplace, we will lose customers and our revenue will be substantially
reduced and our business, financial condition, and results of operations
may be materially and adversely affected.
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24.
Domestic
and Foreign Government
Regulation.
|
We
incur significant additional costs to remain a public company and
to file
current and prior period past due original and amended periodic
reports
(with the U.S. Securities and Exchange Commission) to meet our
obligations
as a public company. Since September 22, 2004 (the date at which
we were
informed that our common stock was registered under Section 12(g)
of the
Securities Exchange Act of 1934), we have had to expend and divert
significant managerial and financial resources to address prior
year
filing delinquencies and to meet our current year filing obligations
under
Section 13(a) of the Securities Exchange Act of 1934. While we
have made
significant progress in filing many periodic reports with the SEC,
we have
yet to complete work on: (A) amending certain previously filed
reports to
respond to comments from the staff at the SEC; and (B) completing
certain
other reports that need to be filed for certain prior periods,
including,
for example, the filing of Form 10-QSB for the second quarter of
2006
through September 30, 2006. Our goal is to complete the filing
of all of
our past periodic reports, respond to SEC comments on all of prior
and
current periodic filings, and to file all of our current periodic
reports
in a timely manner. However, until we accomplish these and related
objectives, we cannot assure you that we have satisfy our obligations
as a
public company.
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Our
planned operations will likely be subject to extensive
telecommunications-based regulation by the United States and foreign
laws
and international treaties. In the United States we are subject
to various
Federal Communications Commission ("FCC") rules and regulations.
Current
FCC regulations suggest that our VoIP will not be unduly burdened
by new
and expanded regulations. However, there can be no assurance that
the
occurrence of regulatory changes would not significantly affect
our
operations by restricting our planned operations or increasing
the
opportunity of our competitors. In the event that government regulations
change, there can be no assurance that the costs and burdens imposed
on us
will not materially and adversely impact our planned
business.
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25.
Loss
of Equipment.
|
Equipment
located in a foreign country with a developing or emerging economy
may be
materially adversely affected by possible political or economic
instability. The risks include, but are not limited to rapid political
and
legal change, terrorism, military repression, or expropriation
of assets.
In the event that equipment is damaged or
|
lost
our ability to service to our customers will be substantially reduced
and
our business, financial condition, and results of operations may
be
materially and adversely affected.
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|
26.
Control.
|
Our
current officers and directors directly and indirectly hold an
aggregate
of 14,451,902 shares of the Company’s common stock (before including any
shares issuable upon exercise of any options or warrants) and 3,000,000
shares of the Company’s series A preferred stock (convertible into
30,000,000 share of common stock). This represents approximately
66.5% of
the Company’s voting control as of September 30, 2006 and thereby allows
the Company’s officers and directors to retain significant influence over
the Company. Further and due to our limited financial resources,
in the
past we have issued our common stock and granted common stock purchase
options to our officers and directors in lieu of paying cash compensation
and we anticipate that we may need to continue this practice in
the
future. This may further limit the ability of
stockholders
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27.
Prior
Filing of Form 10-SB.
|
In
June of 2001 we prepared and filed a registration statement on
Form 10-SB
with the U.S. Securities and Exchange
Commission ("SEC"). Subsequently, our then legal counsel delivered
a
letter (dated November 15, 2001) to the SEC which, by its terms,
stated
that the SEC had agreed to allow us to withdraw the registration
statement. At the time the Company’s management believed, in reliance upon
assurances from the Company’s then legal counsel, that the Company had
been allowed to withdraw the registration statement, notwithstanding
that
the Securities Exchange Act of 1934 (the "Exchange Act") provides
that any
withdrawal of a Form 10-SB registration statement (at any time
after 60
days from the date at which it is originally filed) requires that
the
registrant: (a) file Form 15 with the SEC; (b) meet certain requirements
that allow the registrant to file Form 15 to terminate the registration
of
the securities that were previously registered on Form 10-SB; and
(c) file
such other periodic reports as required to ensure compliance with
Section
13(a) of the Exchange Act up to the date at which the Form 15 is
filed.
Subsequently, in September 2004, the Company received a letter
from the
SEC (the "SEC Letter") informing the Company that the Company had
not
satisfied its obligations to file periodic reports required under
Section
13(a) of the Exchange Act. While we believed that we had reasonably
relied
upon the assurances from our legal counsel (that we had effectively
withdrawn the Form 10-SB registration statement), we are determined
to
complete all past and current periodic filings and to comply with
the SEC
Letter as expeditiously as possible. However, we have not received
any
assurances from the SEC that we will not be subject to any adverse
enforcement action by the SEC. While we did not seek to avoid our
obligations under the Exchange Act in any way, our prior actions
in
mistakenly believing that we had no obligation to file periodic
reports
required by the Exchange Act exposes us to risk of liability for
significant civil fines and the SEC could, among other enforcement
actions, suspend trading in our Common Stock. Further, we offered
and sold
securities in reliance upon exemptions that were predicated on
our
mistaken belief that the registration statement had been withdrawn.
For
these and other reasons we may be exposed to liability. We intend
to
continue a dialogue with the staff of the SEC and, as information
is
collected and documents are prepared, to complete all filings needed
to
demonstrate that we are fulfilling our obligations under the Exchange
Act
with due care and in full observance of our obligations as a "reporting
company" thereunder.
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|
28.
As
a public company, we incur increased costs that may place a strain
on our
resources or divert our management’s attention from other business
concerns.
|
As
a public company, we incur additional legal, accounting and other
expenses
that we did not incur as a private company. The Exchange Act requires
us
to file annual, quarterly and current reports with respect to our
business
and financial condition, which requires us to incur legal, accounting,
and
other expenses. In addition, we are required to maintain effective
disclosure controls and procedures and internal controls for financial
reporting. In order to maintain and improve the effectiveness of
our
disclosure controls and procedures and internal control over financial
reporting, significant resources and management oversight are required.
The corporate governance rules and regulations of the SEC increase
our
legal and financial compliance costs and makes some activities
more time
consuming and costly. These requirements may place a strain on
our systems
and resources and may divert our management’s attention from other
business concerns, which could have a material adverse effect on
our
business, financial condition and results of
operations.
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29.
Dependence
Upon Key Personnel and New Employees.
|
We
believe that our success will depend, to a significant extent,
on the
efforts and abilities of Farid Shouekani, Paul E. Atkiss, and James
R.
Balestraci. The loss of the services of any of them could have
a material
and continuing adverse effect on the Company. Our success also
depends
upon our ability to attract and retain qualified employees. Hiring
to meet
our anticipated operations will require that we assimilate significant
numbers of new employees during a relatively short period of
time.
|
30.
Absence
of Key Man Insurance.
|
We
currently do not maintain any key man life insurance on the life
of any of
our officers or directors and there are no present plans to obtain
any
such insurance. In the event that any one or more of them are unable
to
perform their duties, the Company's business may be adversely impacted
and
our results of operations and financial condition would be materially
and
adversely impacted for a protracted period.
|
|
31.
Lack
of Independent Evaluation of Business Plan & Proposed
Strategy.
|
We
have not obtained any independent or professional evaluation of our
business plan and our business strategy and we have no present plans
to
obtain any such evaluation. There can be no assurance that we will
successfully increase revenues, or if revenues we do, that we can
do so at
levels that will allow us to achieve or maintain profitability. If
we are
unsuccessful, our results of operations and financial condition would
be
materially and adversely impacted and investors would likely lose
all or a
significant portion of their investment.
|
|
32.
No
Planned Dividends.
|
We
do not anticipate that we will pay any dividends on our Common Stock.
Any
profits that we may generate, if any, will be
reinvested.
|
|
33.
Potential
Immediate and Substantial Dilution.
|
Funding
of our planned business is likely to result in substantial and on-going
dilution of our existing stockholders. While there can be no guarantee
that we will be successful in raising additional capital, if we are
successful in obtaining any additional capital, existing stockholders
will
likely incur immediate and substantial dilution.
|
|
34.
Matter
of Public Market and Rule 144 Stock Sales.
|
As
of September 30, 2006 there were 106,318,747 shares of the Company’s
Common Stock and 3,000,000 shares of the Company’s series A preferred
stock that were “restricted securities” and which may be sold pursuant to
Rule 144. Since September 16, 2002 we have had a limited public trading
market for our Common Stock in the “Pink Sheets” market. No public market
currently exists for the Company’s preferred stock, but those securities
are convertible into an aggregate of 30,000,000 common shares upon
certain
conditions. Since September 16, 2002 trading volumes have been volatile
with sporadic liquidity levels. Further, our Common Stock is (as
of the
date of the filing of this Report) a “Penny Stock” and for this reason we
face continuing difficulties in our efforts to gain a liquid trading
market and there can be no assurance that any liquid trading market
will
ever develop or, if it does develop, that it can be maintained. In
the
event that we are able to complete the filing of all periodic reports
(the
“Periodic Reports”) required by Section 13(a) of the Exchange Act, we may
be able to avoid any significant adverse enforcement action by the
SEC
arising out of our lack of compliance with the Exchange Act. Rule
144
provides that a person holding restricted securities for a period
of one
year may thereafter sell in brokerage transactions, an amount not
exceeding in any three month period 1% of our outstanding Common
Stock.
Further, unless the Company can complete all of the required Periodic
Reports and remain current in the filing of all future Periodic Reports,
persons holding restricted stock will not be able to avail themselves
of
the safe harbor provisions of Rule 144. Persons who are not affiliated
with the Company and who have held their restricted securities for
at
least two years are not subject to the volume limitation. In any
trading
market for our Common Stock, possible or actual sales of our Common
Stock
by present shareholders under Rule 144 may have a depressive effect
on the
price of our Common Stock even if a liquid trading market
develops.
|
|
35.
General
Risks of Low Priced Stocks.
|
In
any trading market for our Common Stock, we anticipate that our Common
Stock will be deemed a "Penny Stock" which will limit trading and
liquidity and thereby the retail market for the Common Stock. The
limitations are primarily due to the burdens that are imposed on
brokers
whose customers may wish to acquire our Common Stock.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
|
||
4.5
*
|
Certificate
Of Designation, Series A Preferred Stock
|
|
23.1
*
|
Auditor’s
Consent
|
|
31.1
*
|
Certification
Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
*
|
Certification
Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
*
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
|
32.2
*
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
|
*
Filed herewith.
|
DATE
|
DESCRIPTION
|
|
|
August
9, 2006
|
Unregistered
sale of equity securities, changes in control of registrant, and
regulation FD disclosure
|
August
11, 2006
|
Change
in registrant’s certifying accountant
|
August
15, 2006
|
Amendment
to August 11, 2006 change in registrant’s certifying
accountant
|
October
27, 2006
|
Entry
into a material definitive agreement, completion of acquisition of
assets,
and unregistered sale of equity
securities
|
Viper
Networks, Inc.
|
||
|
||
By: /s/
Farid
Shouekani
Farid
Shouekani
Chief
Executive Officer
|
|
Date:
November 14, 2006
|
|
||
By: /s/
Paul E. Atkiss
Paul
E. Atkiss
Chief
Financial Officer/Principal Accounting Officer
|
Date:
November 14, 2006
|
By: /s/
Farid
Shouekani
Farid
Shouekani
Chief
Executive Officer & Director
|
|
Date:
November 14, 2006
|
|
||
By: /s/
Paul E. Atkiss
Paul
E. Atkiss
Chief
Financial Officer, Secretary & Director
|
Date:
November 14, 2006
|
|
|
||
By: /s/
Ronald
G. Weaver
Ronald
G. Weaver
Director
|
Date:
November 14, 2006
|
|
|