UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2005
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period ____________to____________
 
Commission file number 000-28985
 
VOIP, INC.
(Name of small business issuer in its charter)
 
Texas
(State or other jurisdiction of incorporation or organization)
12330 SW 53rd Street, Suite 712
Fort Lauderdale, Florida
(Address of principal executive offices)
 
75-2785941
(I.R.S. Employer Identification No.)
 
33330
(Zip Code)
 
Issuer's telephone number, including area code: (954) 434-2000
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001.
 
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained herein, and none will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
 
Indicate by a check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act). YES o NOx
 
The issuer's revenues for its most recent fiscal year were $ 15,507,145.
 
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the issuer, based on the average bid and asked price of such stock, was $90,522,977 at March 22, 2006. At March 22, 2006, the registrant had outstanding 68,838,766 shares of par value $.001 common stock.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None.
 
Transitional Small Business Disclosure Format (Check one): Yes o ; No x



Explanatory Note
 
VoIP, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (the “2005 10-KSB”), which was originally filed on April 17, 2006. This Amendment No. 1 is being filed to include in the 2005 10-KSB the financial statements of WQN, Inc., which was acquired by the Company on October 5, 2005.
 
This Amendment does not reflect events occurring after the filing of the 2005 10-KSB, and does not update or modify the disclosures therein in any way other than as required to reflect the amendments described above.
 
ITEM 7. FINANCIAL STATEMENTS
 
The financial statements of the Company begin at Page F-1 hereof.
 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
VoIP, Inc. and Subsidiaries
Ft. Lauderdale, Florida
 
We have audited the accompanying consolidated balance sheets of VoIP, Inc. and Subsidiaries (“the Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VoIP, Inc. and Subsidiaries (“the Company”) as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note K to the financial statements, the Company’s dependence on outside financing, lack of sufficient working capital, and recurring losses raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are described in Note K to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Berkovits, Lago & Company, LLP
 
Fort Lauderdale, Florida 
April 12, 2006
 

F-1

 
VoIP, Inc.
Consolidated Balance Sheets
 
         
     
December 31 
 
     
2005 
 
 
2004 
 
 
 
 
 
 
 
 
ASSETS
             
               
Current assets:
             
Cash and cash equivalents
 
$
3,228,745
 
$
1,141,137
 
Accounts receivable, net of allowance of
             
$177,489 and $136,795 respectively
   
1,320,062
   
166,239
 
Due from related parties
   
161,530
   
245,402
 
Inventory
   
797,074
   
324,185
 
Assets from discontinued operations less
             
valuation allowance of $392,000 in 2005
   
-
   
412,419
 
Other current assets
   
936,520
   
-
 
Total current assets
   
6,443,931
   
2,289,382
 
               
Property and equipment, net
   
10,155,507
   
419,868
 
Goodwill and other intangible assets
   
39,441,372
   
6,923,854
 
Other assets
   
349,205
   
23,579
 
               
TOTAL ASSETS
 
$
56,390,015
 
$
9,656,683
 
               
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
               
Current liabilities:
             
Accounts payable and accrued expenses
 
$
13,304,915
 
$
1,148,833
 
Loans payable
   
4,685,236
   
200,000
 
Convertible notes payable
   
3,399,798
   
-
 
Advances from investors
   
3,000,000
   
-
 
Due to related parties
   
1,572,894
   
560,000
 
Other current liabilities
   
956,004
   
103,030
 
Total current liabilities
   
26,918,847
   
2,011,863
 
               
Other liabilities
   
245,248
   
-
 
               
TOTAL LIABILITIES
   
27,164,095
   
2,011,863
 
               
Shareholders' equity:
             
Common stock - $0.001 par value;
             
100,000,000 shares authorized;
             
61,523,397 and 24,258,982 shares
             
issued and outstanding, respectively
   
61,523
   
24,259
 
Additional paid-in capital
   
63,964,497
   
14,107,328
 
Accumulated deficit
   
(34,800,100
)
 
(6,486,768
)
Total shareholders' equity
   
29,225,920
   
7,644,820
 
               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
56,390,015
 
$
9,656,683
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
F-2

 
VoIP Inc.
Consolidated Statements of Operations
 
     
Year Ended December 31 
 
     
2005 
 
 
2004 
 
           
 
 
Revenues
 
$
15,507,145
 
$
1,828,193
 
               
Cost of sales
   
16,331,663
   
1,372,146
 
               
Gross profit (loss)
   
(824,518
)
 
456,047
 
               
Operating expenses
             
Compensation and related expenses
   
7,730,795
   
4,254,477
 
Commissions and fees to third parties
   
4,949,612
   
407,498
 
Professional and legal
   
1,868,263
   
430,432
 
Depreciation and amortization
   
3,140,401
   
82,832
 
General and administrative expenses
   
4,193,987
   
1,288,239
 
Impairment of goodwill
   
4,173,452
   
-
 
 
             
               
Loss from operations
   
(26,881,028
)
 
(6,007,431
)
               
Interest expense
   
1,638,489
   
-
 
Gain on sale of fixed assets
   
(206,184
)
 
-
 
               
Net loss before discontinued operations
   
(28,313,333
)
 
(6,007,431
)
               
Income from discontinued operations,
             
net of income taxes
   
-
   
145,311
 
               
Net loss
 
$
(28,313,333
)
$
(5,862,120
)
               
               
Basic and diluted loss per share:
             
               
Loss before discontinued operations
 
$
(0.67
)
$
(0.41
)
               
Income from discontinued operations,
             
net of income taxes
   
-
   
0.01
 
               
Net loss per share
 
$
(0.67
)
$
(0.40
)
               
Weighted average number of shares outstanding
   
42,022,906
   
14,597,312
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F-3

VoIP, Inc.
Consolidated Statements of Cash Flows
 
     
Year Ended December 31 
 
 
 
 
2005 
 
 
2004 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
             
Continuing operations:
             
Net loss
 
$
(28,313,333
)
$
(6,007,431
)
Adjustments to reconcile net loss to net cash used in operating activities:
             
Depreciation and amortization
   
3,140,401
   
82,832
 
Goodwill impairment
   
4,173,452
   
-
 
Amortization of debt discounts
   
416,175
   
-
 
Common shares issued for services
   
3,380,474
   
599,166
 
Options and warrants issued for services and compensation
   
2,181,350
   
3,320,763
 
Changes in operating assets and liabilities, net of assets & liabilities acquired:
             
Accounts receivable
   
(17,368
)
 
233,620
 
Due from related parties
   
83,872
   
(245,402
)
Inventory
   
100,080
   
8,179
 
Other current assets
   
(582,685
)
 
52,233
 
Accounts payable
   
(4,549,404
)
 
(372,446
)
Due to related parties
   
812,894
   
-
 
Other current liabilities
   
852,974
   
(335,696
)
Net cash used in continuing operating activities
   
(18,321,118
)
 
(2,664,182
)
               
Discontinued operations:
             
Income (loss) from discontinued operations
   
-
   
145,311
 
Changes in assets, liabilities, and net results
   
412,419
   
(408,000
)
Net cash provided by (used in) discontinued operating activities
   
412,419
   
(262,689
)
 
             
Net cash used in operating activities
   
(17,908,699
)
 
(2,926,871
)
               
Cash flows from investing activities:
             
Cash from acquisitions
   
-
   
104,872
 
Purchase of property and equipment
   
(2,566,122
)
 
(157,881
)
Acquisition of Caerus and WQN (Note K)
   
(1,290,727
)
 
-
 
Purchase of other assets
   
267,940
   
(71,100
)
Net cash used in investing activities
   
(3,588,909
)
 
(124,109
)
               
Cash flows from financing activities:
             
Proceeds from issuance of notes payable
   
9,616,104
   
560,000
 
Proceeds from sales of common stock
   
11,719,614
   
3,628,618
 
Issuance of stock for note conversions
   
2,465,286
   
-
 
Repayment of notes payable
   
(215,788
)
 
-
 
Net cash provided by financing activities
   
23,585,216
   
4,188,618
 
               
Net increase in cash
   
2,087,608
   
1,137,638
 
               
Cash and cash equivalents at beginning of year
   
1,141,137
   
3,499
 
               
Cash and cash equivalents at end of year
 
$
3,228,745
 
$
1,141,137
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F-4

 
VoIP, Inc.
Consolidated Statements of Changes in Shareholders' Equity
Years Ended December 31, 2005 and 2004
 
 
     
Common Stock
Shares
   
Common Stock Amount
   
Additional Paid-
in Capital
   
Accumulated
Deficit
   
Total
 
Balance as of December 31, 2003
   
1,730,939
 
$
1,731
 
$
731,208
 
$
(624,647
)
$
108,292
 
Common stock issued
   
12,500,000
   
12,500
   
-
   
-
   
12,500
 
Common stock issued to investors for cash received
   
5,520,566
   
5,521
   
3,610,598
   
-
   
3,616,119
 
Common stock issued for services
   
907,477
   
907
   
493,259
   
-
   
494,166
 
Common Stock issued for acquisition of DTNet Tech.
   
2,500,000
   
2,500
   
4,747,500
   
-
   
4,750,000
 
Common Stock issued for acquisition of VoipAmericas
   
1,000,000
   
1,000
   
1,099,000
   
-
   
1,100,000
 
Warrants issued to two company officers
   
-
   
-
   
3,320,763
   
-
   
3,320,763
 
Warrants issued for intellectual property
   
100,000
   
100
   
105,000
   
-
   
105,100
 
Loss for the year
   
-
   
-
   
-
   
(5,862,120
)
 
(5,862,120
)
                                 
Balance December 31, 2004
   
24,258,982
   
24,259
   
14,107,328
   
(6,486,767
)
 
7,644,820
 
                                 
Common Stock issued for services
   
2,994,592
   
2,995
   
3,377,479
   
-
   
3,380,474
 
Common stock issued to investors for cash received
   
6,740,038
   
6,740
   
8,022,598
   
-
   
8,029,338
 
Common stock issued for cash received, pursuant to
                               
exercise of warrants
   
3,292,778
   
3,293
   
3,919,360
   
-
   
3,922,653
 
Common stock issued for debt conversions
   
4,054,536
   
4,054
   
2,461,232
   
-
   
2,465,286
 
Common Stock issued for acquisition of Caerus, Inc.
   
18,932,471
   
18,932
   
19,956,068
   
-
   
19,975,000
 
Options issued for acquisition of Caerus, Inc.
   
-
   
-
   
355,000
   
-
   
355,000
 
Common Stock issued for acquisition of WQN
   
1,250,000
   
1,250
   
1,298,250
   
-
   
1,299,500
 
Value of warrants issued for acquisition of WQN
   
-
   
-
   
5,200,000
   
-
   
5,200,000
 
Value of warrants and conversion features of debt issued
   
-
   
-
   
3,085,832
   
-
   
3,085,832
 
Stock compensation - amortization
   
-
   
-
   
242,101
         
242,101
 
Option and warrant compensation - amortization
   
-
   
-
   
1,939,249
   
-
   
1,939,249
 
Loss for the year
    -     -     -    
(28,313,333
)   
(28,313,333
) 
Balance December 31, 2005
   
61,523,397
 
$
61,523
 
$
63,964,497
   $ (34,800,100 ) 
$
29,225,920
 
  
 The accompanying notes are an integral part of these consolidated financial statements.

F-5

 
VoIP, Inc.
Notes to Consolidated Financial Statements
 
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
VoIP, Inc. (the "Company") was incorporated on August 3, 1998 under its original name of Millennia Tea Masters under the laws of the State of Texas. In February 2004 the Company exchanged 12,500,000 shares for the common stock of two start-up telecommunication businesses, eGlobalphone, Inc. and VoIP Solutions, Inc. The Company changed its name to VoIP, Inc. in April 2004 and acquired VCS Technologies, Inc. d/b/a DT Net Technologies, a hardware supplier, and VoIP Americas, Inc., a VoIP related company, in June and September, respectively, of 2004. The Company decided to exit its former tea business in December 2004 and focus its efforts and resources in the Voice over Internet Protocol telecommunications industry. In May 2005 the Company acquired Caerus, Inc., a VoIP carrier and service provider. In October 2005 the Company purchased substantially all of the assets of WQN Inc.'s voice over internet protocol business.
 
The Company is an emerging global provider of advanced communications services utilizing Voice over Internet Protocol (VoIP) technology. Internet Protocol telephony is the real time transmission of voice communications in the form of digitized "packets" of information over the Internet or a private network, similar to the way in which e-mail and other data is transmitted. VoIP services are expected to allow consumers and businesses to communicate in the future at dramatically reduced costs compared to traditional telephony networks.
 
The Company owns its network and its technology and offers the ability to provide complete product and service solutions, including wholesale carrier services for call routing and termination, outsourced customer service and hardware fulfillment. The Company is a certified Competitive Local Exchange Carrier (CLEC) and Interexchange Carrier (IXC.) The Company provides a portfolio of advanced telecommunications technologies, enhanced service solutions, and broadband products to the VoIP industry. Current and targeted customers include RBOCs, CLECs, IXCs, wireless carriers, resellers, internet service providers, cable multiple system operators and other providers of telephony services.
 
The Company's operations consist of three segments, as follows: Telecommunication Services, Hardware Sales and Calling Cards.
 

F-6

 
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Caerus, Inc., eGlobalphone, Inc., VoIP Solutions, Inc., DTNet Technologies, and VoIP Americas, Inc. from their respective dates of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities; disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses. Actual results could differ from those estimates.
 
Cash and cash equivalents
 
For purposes of reporting cash flows, the Company considers all cash on hand, in banks, including amounts in book overdraft positions, certificates of deposit and other highly liquid debt instruments with a maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash overdraft positions may occur from time to time due to the timing of making bank deposits and releasing checks, in accordance with the Company's cash management policies.
 
Accounts Receivable
 
Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts based on its assessment of the current status of the individual receivables and after using reasonable collection efforts. As of December 31, 2005 and 2004 the balance of the allowance for uncollectible accounts amounted to $177,489 and $136,795 respectively.
 
Inventory
 
Inventory consists of finished goods and is valued at the lower of cost or market using the first-in, first-out method.
 

F-7


Convertible Debt
 
Convertible debt with beneficial conversion features, whereby the conversion feature is “in the money” are accounted for in accordance with guidance supplied by Emerging Issues Task Force (“EITF”) No. 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF No. 00-27 "Application of Issue 98-5 to Certain Convertible Instruments." The relative fair value of the warrants and the Beneficial Conversion Feature has been recorded as a discount against the debt and is amortized over the term of the debt.
 
Income Taxes
 
The Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”). Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized
 
Earnings (Loss) Per Share
 
Basic earnings (loss) per share is computed by dividing the net income (loss) for the year by the weighted-average number of shares of common stock outstanding. The calculation of fully diluted earnings per share assumes the dilutive effect of all potential outstanding common shares attributable to outstanding options, warrants, and convertible notes. Potential outstanding shares are not included in the computation of fully diluted loss per share as their effect is anti-dilutive.
 
Fair Value of Financial Instruments
 
The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
 
Revenue Recognition
 
Revenues are primarily derived from fees charged to terminate voice services over the Company’s network and from monthly recurring charges associated with internet services and from sales of hardware product and calling cards.
 
Variable revenue is earned based on the number of minutes during a call and is recognized upon completion of a call. Revenue for each customer is calculated from information received through the Company’s network switches. The Company tracks the information received from the switch and analyzes the call detail records and applies the respective revenue rate for each call.
 
Fixed revenue is earned from monthly recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time. Revenue recognition commences after the provisioning, testing, and acceptance of the service by the customer. Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of the service by the customer.
 
Revenues from hardware product sales and calling cards are recognized when persuasive evidence of an arrangement exists, delivery to the customer has occurred, the sales price is fixed and determinable, and collectibility of the related receivable is considered probable.
 
F-8

 
Property, Plant, and Equipment
 
Property, plant, and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight line method. The useful life of assets ranges from three to five years. The leasehold improvements are amortized over the life of the related leases.
 
Business Combinations
 
The Company accounts for business combinations in accordance with Statement of Financial Accounting Standard No. 141, “Business Combinations” (SFAS No. 141). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually by comparing carrying value to the respective fair value in accordance with the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). This pronouncement also requires that the intangible assets with estimated useful lives be amortized over their respective estimated useful lives.
 
Impairment of Long-Lived Assets
 
VoIP, Inc. reviews the recoverability of its long-lived assets, such as plant, equipment and intangibles when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to estimate future cash flows and the fair value of long-lived assets.
 
Goodwill and Other Intangible Assets
 
In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," the Company tests its goodwill and intangible assets for impairment at least annually by comparing the fair values of these assets to their carrying values, and the Company may be required to record impairment charges for these assets if in the future their carrying values exceed their fair values. During the year ended December 31, 2005 the Company recorded an impairment charge of $4,173,452 relating to goodwill recorded as a result of a prior acquisition. The Company may be required to record additional impairment charges in the future.
 
Stock Based Compensation
 
The Company applies the fair value method of Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensation" ("SFAS No. 123R") in accounting for its stock options. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The fair value for each option granted is estimated on the date of the grant using the Black-Scholes option pricing model. The fair value of all vested options granted has been charged to salaries, wages, and benefits in accordance with SFAS No. 123.
 
Reclassifications
 
Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation.
 

Recent Accounting Pronouncements
 
In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." Statement No. 151 requires that abnormal amounts of costs, including idle facility expense, freight, handling costs and spoilage, should be recognized as current period charges. The provisions of this Statement are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not expect the adoption of this Statement to have a material impact on its financial statements.
 
F-9

 
In December 2004, FASB issued Statement No. 153, "Exchanges of Nonmonetary Assets - an amendment of Accounting Principles Board ("APB") Opinion No. 29." Statement No. 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have a commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this Statement are effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of this Statement to have a material impact on its financial statements.
 
In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections or SFAS 154, which supersedes APB Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for and reporting of changes in accounting principle. The statement requires the retroactive application to prior periods’ financial statements of changes in accounting principles, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS 154 does not change the guidance for reporting the correction of an error in previously issued financial statements or the change in an accounting estimate. SFAS 154 is effective for accounting changes and corrections or errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of SFAS 154 to have a material impact on our consolidated results of operations or financial condition.
 
NOTE C - BUSINESS SEGMENT INFORMATION
 
The Company has three reportable segments: telecommunication services, hardware sales, and calling cards. The telecommunications services segment terminates wholesale and retail, local and long distance calls placed on our network. Such termination is either on our network or through other telecommunication providers. This segment is also in the early stages of implementing wholesale VOIP services. The hardware sales segment supplies broadband components and VOIP hardware to broadband service providers. The calling card segment sells prepaid telephone calling cards that we purchase from other carriers through a network of private distributors located primarily in southern California.
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Information about operations by business segment, as of and for the years ended December 31, 2005 and 2004, is as follows:
 
F-10

 
2005
   

Telecommunication
Services
 
 

Hardware
Sales
 
 

Calling
Cards
 
 
Corporate
and
Eliminations
 
 

Consolidated
 
Revenues
 
$
8,198,587
 
$
2,376,329
 
$
4,932,229
 
$
-
 
$
15,507,145
 
Interest expense
 
$
560,351
 
$
-
 
$
-
 
$
1,078,138
 
$
1,638,489
 
Depreciation and amortization
 
$
2,916,380
 
$
161,047
 
$
-
 
$
62,974
 
$
3,140,401
 
Net income (loss)
 
$
(9,247,515
)
$
(4,674,514
)
$
6,348
 
$
(14,397,652
)
$
(28,313,333
)
Capital expenditures
 
$
2,403,902
 
$
13,572
 
$
-
 
$
148,648
 
$
2,566,122
 
Identifiable assets
 
$
11,979,115
 
$
562,576
 
$
1,448,236
 
$
2,958,716
 
$
16,948,643
 
Goodwill
 
$
23,306,341
 
$
1,037,101
 
$
-
 
$
-
 
$
24,343,442
 
Other intangible assets, net
 
$
14,792,930
 
$
-
 
$
-
 
$
305,000
 
$
15,097,930
 
                                 
2004
                               
Revenues
 
$
649,230
 
$
1,178,963
 
$
-
 
$
-
 
$
1,828,193
 
Interest expense
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Depreciation and amortization
 
$
55,221
 
$
19,164
 
$
-
 
$
8,447
 
$
82,832
 
Net income (loss)
 
$
(385,067
)
$
(775,199
)
$
-
 
$
(4,701,853
)
$
(5,862,120
)
Capital expenditures
 
$
39,931
 
$
15,427
 
$
-
 
$
102,523
 
$
157,881
 
Identifiable assets
 
$
414,042
 
$
891,020
 
$
-
 
$
1,427,768
 
$
2,732,831
 
Goodwill
 
$
1,408,301
 
$
5,210,553
 
$
-
 
$
-
 
$
6,618,854
 
Other intangible assets, net
 
$
-
 
$
-
 
$
-
 
$
305,000
 
$
305,000
 
 
NOTE D - PROPERTY AND EQUIPMENT, NET
 
As of December 31, 2005 and 2004, property and equipment consists of the following:
 
   
2005
 
2004
 
Equipment
 
$
9,381,372
 
$
519,810
 
Furniture & Fixtures
   
216,402
   
56,748
 
Software
   
1,667,864
   
-
 
Vehicles
   
15,269
   
4,769
 
Leasehold improvements
   
248,952
   
4,562
 
Total
   
11,529,859
   
585,889
 
Less accumulated depreciation
   
(1,374,352
)
 
(166,021
)
Total
 
$
10,155,507
 
$
419,868
 
 

Depreciation expense for 2005 and 2004 amounted to $1,208,331 and $82,832 respectively.

 
F-11


NOTE E - GOODWILL AND OTHER INTANGIBLE ASSETS
 
Goodwill, by segment:
 
2005
 
2004
 
Telecommunications services
 
$
23,306,341
 
$
1,408,301
 
Hardware sales
   
1,037,101
   
5,210,553
 
Calling cards
   
-
   
-
 
Corporate and other
   
-
   
-
 
Subtotal, goodwill
   
24,343,442
   
6,618,854
 
 
Other intangible assets:

   
Useful Life (Years)
         
Technology
   
4.0
 
$
6,000,000
 
$
-
 
Customer relationships
   
5.0 - 6.0
   
8,325,000
   
-
 
Trade names
   
9.0
   
1,300,000
   
-
 
Non-compete agreement
   
1.0
   
500,000
   
-
 
Other intangible assets
   
Indefinite
   
600,000
   
305,000
 
Subtotal
         
16,725,000
   
305,000
 
Accumulated amortization
         
(1,627,070
)
 
-
 
Other intangible assets, net
         
15,097,930
   
305,000
 
                     
Total goodwill and other intangible assets
       
$
39,441,372
 
$
6,923,854
 
                     
 
In accordance with SFAS No. 142 the Company performs an evaluation of the fair values of our operating segments at least annually. During this evaluation for 2005 the Company determined, based upon market conditions, projected discounted cash flows, and other factors, that the carrying value of our hardware sales operating segment exceeded its fair value at December 31, 2005. Accordingly the Company recorded an impairment charge of $4,173,452 in our 2005 statement of operations and reduced goodwill for this segment by that amount.
 
NOTE F - ACCOUNTS PAYABLES AND ACCRUED EXPENSES
 
As of December 31, 2005 and 2004 accounts payables and accrued expenses consisted of the following:


   
2005
 
2004
 
Accounts payable-trade
 
$
11,155,401
 
$
912,674
 
Accrued expenses
   
2,149,514
   
233,711
 
Other
   
-
   
2,448
 
Total
 
$
13,304,915
 
$
1,148,833
 
 
See Note S for a discussion of litigation with two vendors, certain amounts for which are included in accounts payable - trade.
 
NOTE G - LOANS PAYABLE
 
As of December 31, 2005 loans payable consisted of a loan payable to a lending institution. These borrowings are repayable over a three-year period and bear interest at 12.5% per annum. Additional borrowings under this facility are contingent upon, among other things, the Company raising certain levels of additional equity financing. Interest paid under this debt facility during the year ended December 31, 2005, was $399,551.
 
F-12


This loan agreement contains customary covenants and restrictions and provides the lender the right to a perfected first-priority, secured interest in all of the Company’s assets, as well as rights to preferred stock warrants. The Company was in violation of certain requirements of this debt facility at December 31, 2005, and, while the lending institution has not declared the loan in default, the full amount of the note at December 31, 2005 has been classified as current.
 
As of December 31, 2004, loans payable consisted of a revolving line of credit at prime plus 1.0% and a promissory note bearing interest at 7.5%. These loans were collateralized by receivables, inventory and equipment, and both these loans were fully paid in January 2005.
 
NOTE H - CONVERTIBLE NOTES PAYABLE
 
As of December 31, 2005, convertible notes payable consisted of the following:

Payable to WQN, Inc.
 
$
3,700,000
 
Payable to accredited investors
   
1,496,804
 
Subtotal, principal
   
5,196,804
 
         
Less discount
   
(1,797,006
)
         
Total
 
$
3,399,798
 
 
During 2005, the Company issued and sold $3,085,832 principal amount of convertible notes to accredited investors at a discount, receiving net proceeds of $2,520,320. These notes are immediately convertible at the option of the note holders into 3,857,290 shares of common stock. These note holders also received five-year warrants to purchase 3,857,290 shares of common stock for prices ranging from $1.38 to $1.65 per share. These notes are secured by a subordinated lien on the Company’s assets, and the notes bear interest at an effective rate of approximately 20%. Half of these notes are repayable beginning in October 2005, and the other half beginning in January 2006 (3 months following their respective issuances), in 21 equal monthly principal payments, plus interest, until the notes are either repaid or converted.
 
The fair market value of the conversion feature and the warrants, calculated using the Black-Scholes pricing model, was $3,085,832, which was recognized as a debt discount and an addition to paid-in capital. Interest expense at the dates of issuance was recognized for the difference between the principal value of the notes and their related net proceeds (original issue discount). The debt discount is being amortized to interest expense over the notes’ 24-month contact terms.
 
The Black-Scholes pricing calculations were made using volatilities at either one-year or three-year, monthly or weekly, trailing measures, as appropriate, and risk-free rates as determined by the nearest maturity Treasury yield as of respective valuation dates.
 
No interest was paid under these debt facilities during the year ended December 31, 2005.
 
NOTE I - ADVANCE FROM INVESTORS
 
The unsecured advance of $3,000,000 at December 31, 2005 represents funds deposited with the Company in anticipation of the issuance of convertible notes payable, which were issued in January 2006, (see NOTE S). The advance is not interest bearing, and is unsecured.
 
F-13

 
NOTE J - ACQUISITIONS
 
On May 31, 2005 the Company acquired 100 percent of Caerus, Inc. and its wholly owned subsidiaries Volo Communications, Inc., Caerus Networks, Inc., and Caerus Billing, Inc. in exchange for approximately 16.9 million of the Company's common shares (plus 2.0 million escrowed shares).
 
The goodwill, intangible assets and property recorded for the acquisition of Caerus, Inc. (Caerus) represent the fair market value of liabilities as of the date of acquisition, plus approximately $18.3 million which represents the value of the Company's common stock and options issued pursuant to the acquisition.
 
On October 5, 2005 the Company acquired substantially all of the operating assets and liabilities of WQN, Inc., for a total purchase price of $9.8 million. The acquisition was financed with the issuance of $3.2 million of convertible debt, 1.3 million shares of the Company’s common stock, and 5.0 million warrants to purchase the Company’s common stock at $0.001 per share.
 
Condensed balance sheets of the Caerus and WQN acquisitions, reflecting the net fair value amounts assigned to each major asset and liability, as of their respective acquisition dates are as follows:
 
   
Caerus, Inc.
 
WQN, Inc.
 
Current assets
 
$
617,000
 
$
3,775,000
 
Property and equipment, net
   
7,869,000
   
508,000
 
Other assets
   
131,000
   
463,000
 
Accounts payable and other current liabilities
   
(14,674,000
)
 
(2,031,000
)
Note payable
   
(4,832,000
)
 
-
 
Net liabilities assumed
   
(10,889,000
)
 
2,715,000
 
               
Goodwill
   
17,778,000
   
4,120,000
 
Intangible assets - other
   
13,800,000
   
2,925,000
 
Intangible assets
   
31,578,000
   
7,045,000
 
               
Net fair value assets acquired
 
$
20,689,000
 
$
9,760,000
 
 
NOTE K - LIQUIDITY AND CAPITAL RESOURCES
 
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.
 
The Company has incurred operating losses and negative cash flows from operations since inception of its business in 2004 and has been dependent on issuances of debt and equity instruments to fund its operations and capital expenditures.
 
At December 31, 2005 the Company's contractual obligations for debt, leases and capital expenditures totaled approximately $11.5 million. Included in this amount is approximately $4.7 million due on a loan from a lending institution. The Company was not in compliance with certain covenants under the loan agreement for this debt.
 
In January and February, 2006, the Company issued and sold $11,959,666 principal amount of Convertible Notes to nine accredited investors, for net proceeds of $9,879,400 (at a 12.121% original issue discount) in a private placement. The investors also received five-year warrants to purchase a total of 4,537,053 shares for an exercise price of $1.46 per share, and one-year warrants to purchase 4,537,053 shares for an exercise price of $1.59 per share.
 
Of the convertible notes approximately $7.6 million are secured by a subordinated lien on our assets, and of all these notes bear interest at an effective rate of 20%, are payable over two years beginning 90 to 180 days after closing in cash or at the option of the Company in registered common stock at the lesser of $1.40 per share or 85% of the weighted average price of the stock on the OTCBB. The holders may at their election convert all or part of the notes into shares of common stock at the conversion rate of $1.32 per share.
 
F-14

 
The subscription agreements for the sale of these convertible notes contain provisions that could impact the Company’s future capital raising efforts and its capital structure, including:
 
·  
In February 2006, the Company filed a registration statement to register 200% of the shares issuable upon conversion of these notes and all of the shares issuable upon exercise of the warrants (the “Notes Registration Statement”). If the Notes Registration Statement is not declared effective by late April 2006, the Company is liable for liquidated damages each month at a rate of 1.5% of the outstanding note principal until the Registration Statement is declared effective.
 
·  
Unless consent is obtained from the note holders, the Company may not file any new registration statements or amend any existing registrations until the sooner of (i) 60 days following the effective date of the Note Registration Statement or (ii) all the notes have been converted into shares and such shares and the warrant shares have been sold by the note holders.
 
·  
Until the Notes Registration Statement has been effective for 365 days the note holders must be given the right of first refusal to purchase any proposed sale of the Company’s common stock or debt obligations.
 
·  
Unless we consent is obtained from the note holders for so long as 20% or more of the note principal, warrants or common stock issued or issuable for the notes remains outstanding, the Company may not issue any new shares of common stock, convertible securities or warrants at a price per share, conversion price per share or exercise price per share that is lower than those prices in effect for the notes and warrants without issuing the note holders sufficient additional shares or warrants at prices such that their warrant exercise price or per share price on average is equal to that for the proposed securities to be issued.
 
The Company will need to continue to raise additional debt or equity capital to provide the funds necessary to restructure or repay its $4.7 million loan, meet its other contractual commitments, and continue its operations. The Company is actively seeking to raise this additional capital but may not be successful in obtaining further debt or equity financing. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
The Company’s authorized shares of stock consist of 100,000,000 shares of common stock. As of April 2006, 68,838,766 common shares issued and outstanding, and there are approximately 45 million additional shares that may become outstanding upon the exercise or conversion of outstanding stock options, warrants and convertible securities. A proxy statement has been filed in connection with annual meeting of shareholders at which a proposal will be submitted to increase the authorized shares of capital stock to 250,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock. If such proposal is not approved, the Company will be unable to satisfy the contractual obligations it has undertaken to issue future shares of common stock.
 
NOTE L - STOCK BASED COMPENSATION
 
A total of 4,000,000 shares of common stock have been reserved for issuance under the Company's 2004 Employee Stock Option Plan. The activity in this 2004 Option Plan for the year ended December 31, 2005 is as follows:
 
F-15

 
     
Number
 
 
Exercise Price
Range
 
 
Wtd. Avg.
Exercise Price
 
Options outstanding at December 31, 2004
   
3,650,000
 
$
0.85 - $1.56
 
$
1.14
 
Options returned to the plan due
                   
to employee terminations
   
(528,438
)
$
0.85 - $1.10
 
$
0.95
 
Options granted
   
625,000
 
$
1.01 - $1.53
 
$
1.37
 
Options outstanding at December 31, 2005
   
3,746,562
 
$
0.85 - $1.56
 
$
1.21
 
 
In addition to options issued under the 2004 option plan, the Company granted 800,000 options during 2005 to two executive officers at an exercise price of $1.56, all of which remain outstanding at December 31, 2005
 
The Company recorded compensation expense of $894,333 and $1,103,309 for the years ended December 31, 2005 and 2004 respectively in connection with stock options granted. As of December 31, 2005, approximately $1,994,000 in total compensation cost related to nonvested options remains to be expensed in future periods.
 
During the years ended December 31, 2005 and 2004, the Company issued to employees and a financial services firm warrants to purchase 3,300,000 and 4,800,000 shares, respectively, of common stock for prices ranging from $0.93 to $1.07 per share. During year ended December 31, 2005 the Company issued 2,025,630 shares of common stock in exchange for related warrants. The Company recognized $1,044,917 and $2,217,600 in 2005 and 2004, respectively, in expense in connection with the issuance of these warrants.
 
On December 7, 2005, the Company’s Board of Directors approved, subject to shareholder approval, the Company’s 2006 Equity Incentive Plan (the “2006 Plan”). The 2006 Plan provides that key employees, consultants and non-employee directors of the Company or an affiliate may be granted: (1) options to acquire shares of the Company’s common stock, (2) shares of restricted common stock, (3) stock appreciation rights, (4) performance-based awards, (5) “Dividend Equivalents”, and (6) other stock-based awards. The Company is seeking shareholder approval at its 2006 shareholders’ meeting for the future issuance of options under the 2006 Plan to allow its participants to acquire up to 10,000,000 shares of our common stock.
 
NOTE M - WARRANTS
 
A summary of the Company's warrants as of December, 31 2005 and 2004 is presented below:
 
     
2005 
 
 
2004 
 
 
 
Warrants
 
 
Weighted
average
exercise price
 
 
Warrants
 
 
Weighted
average
exercise price
 
Warrants outstanding at beginning or year
   
4,800,000
 
$
1.06
   
-
 
$
-
 
Granted to company officers
   
2,450,000
 
$
1.51
   
4,400,000
 
$
1.00
 
Granted to a third party
   
850,000
 
$
1.60
   
400,000
 
$
1.75
 
Expired
   
-
 
$
-
   
-
 
$
-
 
Exercised
   
(4,400,000
)
$
1.00
   
-
 
$
-
 
Warrants outstanding at end of year
   
3,700,000
 
$
1.55
   
4,800,000
 
$
1.06
 
 
The value of warrants was estimated using the Black-Scholes option pricing model. (See Note I for Black-Scholes pricing assumptions).

F-16


NOTE N - COMMITMENTS
 
The Company is obligated under non-cancelable operating leases for its office facilities and two apartments used by its employees. Future minimum lease payments under the Company's non-cancelable operating leases as of December 31, 2005 are as follows:
 

Year ending Dec 31
     
2006
 
$
386,846
 
2007
   
320,848
 
Total
 
$
707,694
 
 
During the years ended December 31, 2005 and 2004, $285,993 and $41,957, respectively, were charged to operations for rent expense related to these operating leases.
 
NOTE O - RELATED PARTY TRANSACTIONS
 
As of December 31, 2005 and 2004 the amount due from (to) related parties consisted of the following:
 
     
2005 
 
 
2004 
 
DTNet, Inc. (1)
 
$
-
 
$
134,317
 
DTNet International (1)
   
-
   
119,974
 
WQN, Inc.
   
161,530
   
-
 
Mozart Communication
   
-
   
21,794
 
Com Laser
   
-
   
5,850
 
Other
   
-
   
(36,533
)
Total
 
$
161,530 
 
$
245,402
 
 
(1) The above entities are related to a shareholder of the Company. These advances are unsecured, due upon demand and non-interest bearing. However, $250,000 of these amounts was written off as uncollectible in 2005.
 
In December 2004 the Company issued a $560,000 note payable to a shareholder, bearing interest at 3.75%, with an original maturity date of December 2005. In January 2005 the Company added another note payable for $1,040,000 to the same shareholder under similar terms. At December 31, 2005 and 2004, the outstanding balance of these notes was $1,572,894 and $560,000, respectively. The notes are currently due on demand.
 
Interest paid under these notes was $50,613 during the year ended December 31, 2005.
 
NOTE P - INCOME TAXES
 
The components of the Company's consolidated income tax provision are as follows:
 
     
Year ended December 31, 
 
     
2005 
 
 
2004 
 
Current benefit
 
$
7,479,000
 
$
2,040,000
 
Deferred benefit
   
1,051,000
   
-
 
Subtotal
 
$
8,530,000
 
$
2,040,000
 
Less valuation allowances
   
(8,530,000
)
 
(2,040,000
)
Net
 
$
-
 
$
-
 
 
The reconciliation of the income tax provision at the statutory rate to the reported income tax expense is as follows:
 

F-17

 
   
Year ended December 31,
 
 
 
2005
 
2004
 
Computed at statutory rate
   
34
%
 
34
%
Value of options and warrants expensed,
             
not deductible for tax purposes
   
(4
%)
 
-
 
Valuation allowance
   
(30
%)
 
(34
%)
Total
   
-
   
-
 
 
At December 31, 2005 the Company’s net deferred tax assets consisted of the following:

Net operating loss carryforwards
 
$
9,519,000
 
Excess of goodwill impairment charge over
       
tax basis amortization
   
773,000
 
Amortization of intangible assets
   
278,000
 
Subtotal
   
10,570,000
 
Less valuation allowances
   
(10,570,000
)
Total
 
$
-
 
 
The Company’s net operating loss carryforwards for federal income tax purposes were approximately $28 million as of December 31, 2005. These carryforwards expire in 2018 ($6,000,000) and 2019 ($22,000,000).
 
NOTE Q - DISCONTINUED OPERATIONS
 
In December 2004, the Company decided to exit the tea business and sold its entire tea inventory, therefore, those transactions have been presented as discontinued operations for the year ended December 31, 2004.
 
Assets, liabilities, and results of the discontinued tea operations of the Millennia Tea Master division for 2004 are as follows:

Assets from discontinued operations:
       
Cash
 
$
4,419
 
Notes receivable from purchaser of tea (non-interest bearing
       
due in four equal installments through December 31, 2005)
   
408,000
 
Tea inventory at net realizable value
   
-
 
Other assets
   
-
 
Total
 
$
412,419
 
         
Liabilities from discontinued operations:
       
Due to related parties
 
$
-
 
Total
 
$
-
 
         
Results from discontinued operations:
       
Revenues
 
$
408,613
 
Cost of sales
   
263,302
 
Gross Profit
   
145,311
 
Other expenses
   
-
 
Income (loss) from discontinued operations
 
$
145,311
 

F-18


NOTE R - LEGAL PROCEEDINGS
 
MCI
 
On April 8, 2005, Volo Communications, Inc. ("Volo") (a wholly-owned subsidiary of Caerus) filed suit against MCI WorldCom Network Services, Inc. d/b/a UUNET ("MCI WorldCom"). Volo alleges that MCI WorldCom engaged in a pattern and practice of over-billing Volo for the telecommunications services it provided pursuant to the parties' Services Agreement, and that MCI WorldCom refused to negotiate such overcharges in good faith. Volo also seeks damages arising out of MCI WorldCom's fraudulent practice of submitting false bills by, among other things, re-routing long distance calls over local trunks to avoid access charges, and then billing Volo for access charges that were never incurred.
 
On April 4, 2005, MCI WorldCom declared Volo in default of its obligations under the Services Agreement, claiming that Volo owes a past due amount of $8,365,980, and threatening to terminate all services to Volo within 5 days. By this action Volo alleges claims for (1) breach of contract; (2) fraud in the inducement; (3) primary estoppel; and (4) deceptive and unfair trade practices. Volo also seeks a declaratory judgment that (1) MCI WorldCom is in breach of the Services Agreement; (2) $8,365,980 billed by MCI WorldCom is not "due and payable" under that agreement; and (3) MCI WorldCom's default letter to Volo is in violation of the Services Agreement. Volo seeks direct, indirect and punitive damages in an amount to be determined at trial.
 
On May 26, 2005, MCI WorldCom filed an Answer, Affirmative Defenses, Counterclaim and Third-Party Complaint naming Caerus as a third-party defendant. MCI WorldCom asserts a breach of contract claim against Volo, a breach of guarantee claim against Caerus, and a claim for unjust enrichment against both parties, seeking an amount to be determined at trial. On July 11, 2005, Volo and Caerus answered the counterclaim and third-party complaint, and filed a third-party counterclaim against MCI WorldCom for declaratory judgment, fraud in the inducement, and breach of implied duty of good faith and fair dealing. Volo and Caerus seek direct, indirect and punitive damages in an amount to be determined at trial.
 
On August 1, 2005, MCI WorldCom moved to strike most of Volo's and Caerus' affirmative defenses and demand for attorney's fees, and to dismiss Caerus' counterclaims. On October 6, 2005, the Court denied the motions in part, granted them in part with leave to amend, and deferred ruling on the motions in part. On October 13, 2005, Volo and Caerus filed amended affirmative defenses, and Caerus filed amended counterclaims.
 
Discovery is in progress. MCI WorldCom has served requests for documents and for admissions and interrogatories on Volo and Caerus, to which Volo and Caerus have responded. Document production is ongoing. Volo has served document requests and interrogatories on MCI WorldCom. Volo has also initiated third party discovery. The Court on March 9, 2006 granted in part and denied in part motions to compel disclosures brought by Volo and MCI WorldCom. A pretrial conference is set for May 2, 2006. The Court has not issued a scheduling order or set a trial date. The Company is currently unable to assess the likelihood of a favorable or unfavorable outcome for this litigation.
 
Netrake
 
The Company and its subsidiaries Caerus and Volo are involved in pending disputes with Netrake Communications (“Netrake”) arising from an equipment purchase contract under which Volo agreed to purchase approximately $2,000,000 worth in Netrake telephonic equipment and software. The Company has paid approximately $200,000 on the contract but has withheld further payments due to dissatisfaction with the performance of the equipment. In arbitration pending in Dallas, Texas, Netrake has brought claim against the Company and its subsidiaries for (1) breach of contract in the amount of $1.8 million plus interest, (2) business disparagement, (3) misappropriation of trade secrets, (4) tortuous interference with prospective business relations and (5) conversion. Netrake also seeks to recover its attorneys’ fees. Within this same arbitration Volo and Caerus seek damages against Netrake for breach of contract and breach of warranty claiming that the Netrake product did not perform in accordance with agreed upon specifications and warranties.
 
F-19

 
Volo and Caerus have initiated litigation in Broward County, Florida claiming damages and recession against Netrake for alleged fraudulent misrepresentations, negligent misrepresentations, violation of Florida’s Deceptive and Unfair Trade Practices Act and seeking declaratory relief. Netrake claims all of these claims fall within the arbitration clause of the equipment purchase contract, and has removed the action to arbitrate in Dallas.
 
The Company is presently unable to determine what impact, if any, this arbitration and litigation will have on its financial condition or results of operations.
 
F-20

VOIP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
The Following unaudited pro forma condensed combined financial statements are derived from and should be read in conjunction with the historical consolidated financial statements and related notes of VOIP, INC. ("VOIP" or the "Company"), CAERUS, INC. ("CAERUS"), and WQN, Inc. (“WQN”).
 
On June 1, 2005, the Company, and Caerus announced the closing of the merger of Volo Acquisition Corp., a wholly-owned subsidiary of the Company with and into Caerus, with Caerus as the surviving corporation (the "Merger"). The Merger was completed pursuant to an Agreement and Plan of Merger (the "Merger Agreement'), executed on May 31, 2005.
 
On October 6, 2005, the Company purchased substantially all of the assets of WQN, Inc. relating to WQN’s “Voice over Internet Protocol” business. Such assets consist of WQN’s properties and infrastructure for its services platform for both retail and wholesale voice over internet business.
 
The unaudited pro forma condensed combined statements of operation for the year ended December 31, 2005 assumes that the mergers of Caerus, WQN and the Company were consummated at the beginning of the respective periods.
 
The unaudited pro forma condensed combined statements of operations has been prepared based on currently available information and assumptions that are deemed appropriate by the Company's management. The pro forma information is for informational purposes only and is not intended to be indicative of the actual consolidated results that would have been reported had the transactions occurred on the dates indicated, nor does the information represent a forecast of the consolidated financial position at any future date or the combined financial results of the Company, Caerus and WQN for any future period.

F-21

 

VoIP, Inc
Proforma Condensed Combined Statement of Operations (Unaudited)
Year Ended December 31, 2005


   
VoIP, Inc
 
Caerus, Inc
 
WQN, Inc
 
Adjustments
 
Consolidated
 
                       
Revenues
 
$
3,277,323
 
$
11,307,620
 
$
31,790,296
 
$
-
 
$
46,375,239
 
                                 
Cost of sales
   
2,754,073
   
14,814,907
   
30,397,628
   
-
   
47,966,608
 
                                 
Gross profit
   
523,250
   
(3,507,287
)
 
1,392,668
   
-
   
(1,591,369
)
                                 
Operating expenses
   
19,393,232
   
6,558,373
   
5,024,616
   
3,968,437
   
34,944,658
 
                                 
Loss from operations
   
(18,869,982
)
 
(10,065,660
)
 
(3,631,948
)
 
(3,968,437
)
 
(36,536,027
)
                                 
Interest expense
   
1,078,138
   
786,390
   
-
   
643,200
   
2,507,728
 
                                 
Gain on sale of fixed assets
   
(206,184
)
 
-
   
(148,236
)
 
-
   
(354,420
)
Provision for income taxes
   
-
   
-
   
-
   
-
   
-
 
                                 
Net loss before discontinued operations
   
(19,741,936
)
 
(10,852,050
)
 
(3,483,712
)
 
(4,611,637
)
 
($38,689,335
)
                                 
Income from discontinued operations,
                               
net of income taxes
   
-
   
-
   
-
   
-
   
-
 
                                 
Net Loss
 
$
(19,741,936
)
$
(10,852,050
)
$
(3,483,712
)
$
(4,611,637
)
$
(38,689,335
 
)
                                 
Basic and diluted loss per share:
                         
$
(0.79
)
                                 
Weighted average number of shares outstanding
                           
48,870,602
 

The accompanying notes are an integral part of this pro forma condensed combined statement of operations.
 
F-22


VOIP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
 
(1) VoIP, INC. Basis of Presentation
 
Historical financial information for VoIP, Inc. for the year ended December 31, 2005 has been derived from VoIP, Inc.'s historical statements.
 
(2) Caerus, Inc. Basis of Presentation
 
Historical financial information for Caerus, Inc. for the year ended December 31, 2005 has been derived from Caerus, Inc.'s historical statements.
 
(3) Historical financial information for WQN, Inc. for the year ended December 31, 2005 has been derived from WQN, Inc.’s historical financial statements.
 
(4) VoIP, Inc. and Caerus, Inc. Merger
 
On June 1, 2005, the Company and Caerus, Inc. announced the closing of the merger of Volo Acquisition Corp., a wholly-owned subsidiary of the Company with and into Caerus, Inc. with Caerus, Inc. as the surviving corporation (the "Merger"). The Merger was completed pursuant to an Agreement and Plan of Merger (the "Merger Agreement'), executed on May 31, 2005 by the conversion of all Caerus, Inc. capital stock into 16,434,470 shares of common stock, par value $0.001, of the Company.
 
(5) On October 6, 2005, the Company purchased substantially all of the assets of WQN, Inc. relating to WQN’s “Voice over Internet Protocol” business. Such assets consist of WQN’s properties and infrastructure for its services platform for both retail and wholesale voice over internet business.
 
(6) Pro Forma Statements of Operations Adjustments
 
Adjustments to the pro forma Statements of Operations represent amortization of intangible assets and interest expense related to convertible debt recorded in connection with the acquisitions.

F-23


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
Board of Directors
Caerus, Inc.
Altamonte Springs, Florida
 
We have audited the accompanying consolidated balance sheets of Caerus, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the year ended December 31, 2004 and for period May 15, 2002 (date of inception) through December 31, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Caerus, Inc. as of December 31, 2004 and 2003, and the results of its operations and cash flows for the year ended December 31, 2004 and for the period May 15, 2002 (date of inception) through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant losses and negative cash flows from operations, has a working capital deficit, and has significant unresolved litigation as discussed in Note 8 to the financial statements. These matters, among other things, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans related to these matters are also discussed in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Moore Stephens Lovelace, P.A.
Certified Public Accountants
 
Orlando, Florida
July 25, 2005

F-24

 
 CAERUS, INC.
 CONSOLIDATED BALANCESHEETS
 December 31, 2004 and 2003
 
 ASSETS
 
   
 2004
 
2003
 
            
CURRENT ASSETS
          
Cash and cash equivalents
 
$
19,414
 
$
25,078
 
Restricted cash
   
60,224
   
196
 
Accounts receivable
   
2,098,598
   
358,522
 
Note receivable - related party
   
-
   
179,974
 
Supplies, deposits and prepaid expenses
   
70,999
   
350,199
 
TOTAL CURRENT ASSETS
   
2,249,235
   
913,969
 
               
PROPERTY AND EQUIPMENT
             
Telecommunications equipment and computers
   
6,390,973
   
732,205
 
Furniture and fixtures
   
61,960
   
21,624
 
Leasehold improvements
   
163,808
   
146,358
 
Purchased and developed software
   
473,228
   
598,243
 
     
7,089,969
   
1,498,430
 
Less accumulated depreciation and amortization
   
(824,580
)
 
(183,408
)
NET PROPERTY AND EQUIPMENT
   
6,265,389
   
1,315,022
 
OTHER ASSETS
             
Deferred loan origination costs, net
   
285,075
   
-
 
Lease deposit and other
   
28,959
   
65,000
 
               
TOTAL ASSETS
 
$
8,828,658
 
$
2,293,991
 
               
               
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
     
               
CURRENT LIABILITIES
             
Accounts payable and accrued expenses
 
$
7,137,293
 
$
452,094
 
Note payable
   
6,006,899
   
-
 
Convertible notes payable - related party
   
1,830,000
   
1,050,000
 
Deferred revenue and customer deposits
   
38,750
   
60,576
 
TOTAL CURRENT LIABILITIES
   
15,012,942
   
1,562,670
 
STOCKHOLDERS’ EQUITY (DEFICIT)
             
Common stock - $.01 par value; 50,000,000 shares authorized;
             
14,940,508 and 11,948,367 shares issued and outstanding, respectively
   
149,405
   
119,484
 
Preferred stock - $.01 par value; 25,000,000 shares authorized;
             
-0- shares issued and outstanding
   
-
   
-
 
Additional paid-in capital
   
4,618,253
   
2,952,184
 
Accumulated deficit
   
(10,951,942
)
 
(2,340,347
)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
   
(6,184,284
)
 
731,321
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
 
$
8,828,658
 
$
2,293,991
 
 
The accompanying notes are an integral part of the consolidated financial statements.

F-25


 CAERUS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For The Year Ended December 31, 2004, and
 The Period May 15, 2002 (Date of Inception) Through December 31, 2003
 
   
2004
 
2002-2003
 
       
(Development
Stage)
 
           
SALES
 
$
14,379,365
 
$
1,191,287
 
               
               
COST OF SALES
             
Network and termination costs
   
15,103,149
   
900,681
 
Testing and sales concessions
   
662,052
   
-
 
               
TOTAL COST OF SALES
   
15,765,201
   
900,681
 
               
GROSS PROFIT (LOSS)
   
(1,385,836
)
 
290,606
 
               
OPERATING EXPENSES
             
Equipment and computer expenses
   
603,189
   
97,068
 
Office expenses
   
228,108
   
206,215
 
Labor-related expenses
   
2,973,070
   
1,214,240
 
Professional fees
   
814,243
   
400,872
 
Marketing
   
217,835
   
16,689
 
Litigation settlement
   
326,205
   
-
 
Rent, utilities and security
   
246,545
   
355,481
 
Taxes and licenses
   
55,527
   
25,390
 
Travel, lodging and entertainment
   
163,555
   
90,928
 
Depreciation and amortization
   
641,172
   
183,409
 
Asset impairment charge
   
299,122
   
-
 
               
TOTAL EXPENSES
   
6,568,571
   
2,590,292
 
               
LOSS FROM OPERATIONS
   
(7,954,407
)
 
(2,299,686
)
               
OTHER EXPENSES
             
Interest expense, net
   
(657,238
)
 
(19,654
)
Other expense, net
   
50
   
(21,007
)
               
NET LOSS
 
$
(8,611,595
)
$
(2,340,347
)
 
The accompanying notes are an integral part of the consolidated financial statements.

F-26



CAERUS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For The Year Ended December 31, 2004, and
The Period May 15, 2002 (Date of Inception) Through December 31, 2003

   
Common Stock
$.01 Par Value
             
   
Shares
 
Amount
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity (Deficit)
 
                       
BALANCE - MAY 15, 2002
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                 
ISSUANCE OF FOUNDER STOCK
   
5,400,000
   
54,000
   
-
   
-
   
54,000
 
                                 
SALE OF COMMON STOCK
   
6,186,592
   
61,866
   
2,721,909
   
-
   
2,783,775
 
                                 
ISSUANCE OF COMMON STOCK
                               
FOR SERVICES
   
150,000
   
1,500
   
81,750
   
-
   
83,250
 
                                 
ISSUANCE OF COMMON STOCK
                               
FOR PROPERTY AND EQUIPMENT
   
211,775
   
2,118
   
148,525
   
-
   
150,643
 
-
                               
NET LOSS
   
-
   
-
   
-
   
(2,340,347
)
 
(2,340,347
)
                                 
                                 
BALANCE - DECEMBER 31, 2003
   
11,948,367
   
119,484
   
2,952,184
   
(2,340,347
)
 
731,321
 
                                 
                                 
ISSUANCE OF COMMON STOCK
   
712,071
   
7,121
   
273,139
   
-
   
280,260
 
                                 
ISSUANCE OF COMMON STOCK
                               
FOR DEBT
   
2,280,070
   
22,800
   
1,097,200
   
-
   
1,120,000
 
                                 
ISSUANCE OF STOCK WARRANTS
                               
IN CONNECTION WITH SECURED
                               
NOTE PAYABLE
   
-
   
-
   
218,813
   
-
   
218,813
 
                                 
EMPLOYEE STOCK OPTIONS -
                               
COMPENSATION EXPENSE
                               
RECOGNIZED
   
-
   
-
   
76,917
   
-
   
76,917
 
                                 
NET LOSS
   
-
   
-
   
-
   
(8,611,595
)
 
(8,611,595
)
                                 
BALANCE - DECEMBER 31, 2004
   
14,940,508
 
$
149,405
 
$
4,618,253
 
$
(10,951,942
)
$
(6,184,284
)

The accompanying notes are an integral part of the consolidated financial statements.
 
F-27



CAERUS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Year Ended December 31, 2004, and
The Period May 15, 2002 (Date of Inception) Through December 31, 2003
  
   
2004
 
2002-2003
 
       
(Development
 Stage)
 
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net loss
 
$
(8,611,595
)
$
(2,340,347
)
Adjustments to reconcile net loss to net cash used in operating activities:
             
Litigation settlement
   
326,205
   
-
 
Depreciation and amortization
   
641,172
   
183,408
 
Asset impairment charge
   
299,122
   
-
 
Amortization of deferred loan fees
   
56,613
   
-
 
Stock issued to Founder
   
-
   
54,000
 
Stock issued for services
   
-
   
83,250
 
Expense related to employee stock options
   
76,917
   
-
 
Forgiveness of related-party loan
   
415,323
   
-
 
Changes in:
             
Restricted cash
   
(60,028
)
 
(196
)
Accounts receivable
   
(2,066,281
)
 
(358,522
)
Supplies, deposits and prepaid expenses
   
279,200
   
(415,199
)
Other assets
   
36,041
   
-
 
Accounts payable and accrued expenses
   
6,685,199
   
452,094
 
Deferred revenue
   
(21,826
)
 
60,576
 
               
NET CASH USED IN OPERATING ACTIVITIES
   
(1,943,938
)
 
(2,280,936
)
               
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Additions to property and equipment
   
(5,890,661
)
 
(1,347,787
)
Additions to related-party loan
   
(235,349
)
 
(179,974
)
               
NET CASH USED IN INVESTING ACTIVITIES
   
(6,126,010
)
 
(1,527,761
)
               
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Proceeds from borrowings
   
8,900,000
   
1,050,000
 
Repayment of note payable
   
(993,101
)
 
-
 
Proceeds from issuance of common stock
   
280,260
   
2,783,775
 
Payments for loan origination costs
   
(122,875
)
 
-
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
8,064,284
   
3,833,775
 
               
NET CHANGE IN CASH
   
(5,664
)
 
25,078
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
25,078
   
-
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
19,414
 
$
25,078
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
F-28

 
Caerus, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
For The Year Ended December 31, 2004 and For The Period May 15, 2002 (Date of Inception) Through December 31, 2003
 
NOTE 1 - DESCRIPTION OF BUSINESS
 
Caerus, Inc. and subsidiaries (collectively referred to as the "Company") were incorporated on May 15, 2002 and are wholesale providers of advanced telecommunications technologies and services to carriers and service providers, including Inter Exchange Carriers ("IXCs"), Competitive Local Exchange Carriers ("CLECs"), Internet Service Providers, Cable Operators and Enhanced Voice and Data Service Providers. Through its wholesale-only model, the Company has positioned itself as a "carrier's carrier" and offers protocol-agnostic packet switched technologies to address the gap between traditional communications and "next generation" platforms.
 
During the period May 15, 2002 (date of inception) to December 31, 2003, the Company was in the process of developing its resources, enhancing its proprietary technology, building a nationwide network with five physical interconnection points (cities), working with potential customers on testing its network, and attracting key engineering professionals; accordingly, the Company was considered to be a development stage enterprise. In January 2004, the Company became fully operational and management determined that the Company was no longer in a development stage.
 
The Company offers a comprehensive suite of Internet Protocol ("IP")-based broadband packet voice services, IP and Time Division Multiplexing ("TDM") origination/termination services, IP PBX-hosted services, and unified messaging services that include enhanced voice and data solutions. The suite of services is complemented by a Service Creation Environment that enables the Company to develop custom applications and features "on the fly" for its customers.
 
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
 
The Company has incurred significant losses and negative cash flows from operations since its inception. Additionally, the Company has a working capital deficit of $12,763,707 and an accumulated deficit of $10,951,942 at December 31, 2004. Management continues to undertake steps as part of a plan to attempt to improve liquidity and operating results with the goal of sustaining Company operations. These steps include seeking (a) to increase high-margin sales; and
 
(b) to control overhead costs and operating expenses. Management plans, in this regard, to continue the implementation of a stabilized and fully operational network, adding recurring-revenue customers, attracting an experienced management team capable of building a profitable company, and securing funding to meet current obligations.
 
There can be no assurance that the Company can successfully accomplish these steps. Accordingly, the Company's ability to continue as a going concern is uncertain and dependent upon continuing to achieve improved operating results and cash flows or obtaining additional financing. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Cash and Cash Equivalents
 
For financial presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash equivalents.
 

F-29


Restricted Cash and Letters of Credit
 
Certain cash is restricted to support standby letters of credit which, in turn, support operating license bonds required by several states' regulatory agencies. These standby letters of credit are generally in force for one year with automatic one-year extensions. Maximum draws available to the beneficiary as of December 31, 2004 were $60,000. If the Company was required to obtain replacement standby letters of credit as of December 31, 2004 for those currently outstanding, it is the Company's opinion that the replacement costs would not significantly vary from the present fee structure.
 
Accounts Receivable
 
Accounts receivable result from the sale of the Company's services, net of estimated allowances. The Company estimates an allowance for doubtful accounts based on a specific-identification basis. The Company had no allowance for doubtful accounts as of December 31, 2004 and 2003.
 
Property and Equipment
 
Property and equipment are recorded at cost. Depreciation and amortization are calculated on a straight-line basis over the assets' useful lives, which range from three to ten years. Leasehold improvements are amortized over the estimated useful lives of the improvements, or the term of the lease, if shorter. Maintenance and repairs are expensed as incurred, while renewals and betterments are capitalized. Upon the sale or other disposition of property, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is recognized in operations.
 
Under the Statement of Position ("SOP") 98-1, "Accounting for the Cost of Computer Software Developed or Obtained for Internal Use," the Company expenses computer software costs related to internal-use software that is incurred in the preliminary project stage. When the capitalization criteria of SOP 98-1 have been met, costs of developing or obtaining internal-use computer software are capitalized. The Company capitalized approximately $772,350 of costs incurred for internally developed software during the period from inception through December 31, 2004. Amortization of internal-use software over a 5-year estimated useful life commenced upon the software being placed in service beginning January 1, 2004. Amortization of internal-use software for the periods ended December 31, 2004 and 2003 was approximately $77,000 and $-0-, respectively. During 2004, the Company suspended a number of software development projects and, accordingly, recognized a related asset impairment charge of $299,122 in 2004.
 
Deposits
 
Deposits consist primarily of an equipment deposit, a refundable office lease deposit and various other deposits outstanding with service providers.
 
Deferred Revenue
 
Deferred revenue represents fees for services that have not yet met the criteria to be recognized as revenue.
 
Revenue Recognition
 
Revenue is recognized when earned. Revenue related to long distance, carrier access service and certain other usage-driven charges are billed monthly in arrears, and the associated revenues are recognized during the month of service.
 
Income Taxes
 
The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financially reported amounts at each year-end, based on enacted laws and statutory rates applicable to the periods in which differences are expected to affect taxable income. As of December 31, 2004, the Company had a deferred tax asset of approximately $3,000,000, the components of which consisted primarily of the Company's net losses, fixed asset depreciation and stock-based compensation. Also at December 31, 2004, the Company had a net operating loss carryforward of approximately $11,000,000 for federal income tax purposes that will begin to expire in 2022, and that is subject to significant limitations based upon the occurrence of certain changes in ownership of the Company.
 

F-30


A valuation allowance is provided against the future benefits of deferred tax assets if it is determined that it is more likely than not that the future tax benefits associated with the deferred tax asset will not be realized. Due to recurring losses since inception and the resultant uncertainty of the realization of the tax loss carryforward, the Company has established a 100% valuation allowance against the carryforward benefit. Accordingly, no provision/benefit for income taxes has been included in these consolidated financial statements.
 
Concentration of Credit Risk
 
Financial instruments that may subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has investment policies and procedures that are reviewed periodically to minimize credit risk.
 
One customer represented approximately 98% and 90% of the Company's accounts receivable as of December 31, 2004 and 2003, respectively, and approximately 91% and 95% of the Company's revenues for the year ended December 31, 2004 and for the period May 15, 2002 (date of inception) through December 31, 2003, respectively. The loss of this customer would have a significant adverse affect on the Company's operations.
 
Concentration of Supplier Risk
 
One supplier represented approximately 86% of the Company's accounts payable as of December 31, 2004, and approximately 94% of the Company's cost of sales for the year ended December 31, 2004 (see Note 8).
 
Stock-based Compensation
 
The Company uses the fair value method of Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensation" in accounting for its stock options. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The fair value for each option granted is estimated on the date of the grant using the minimum value method.
 
Estimates
 
The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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 financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant management estimates affect the carrying value of, among other things, internal-use software, cost of goods sold (see Note 7), the estimating of the fair value of the Company's common stock (see Note 3), and the evaluation of existing disputes and claims (see Notes 7 and 8).
 
Reclassifications
 
Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.
 
NOTE 3 - CONVERTIBLE NOTES PAYABLE - RELATED PARTY
 
During 2003, the Company issued two one-year convertible notes to a stockholder of the Company, $1,050,000 and $70,000 of which were funded in the periods ended December 31, 2003 and 2004, respectively. These notes accrued interest at 12% per annum, with all interest and principal due in September and December 2004. These notes, which had certain anti-dilution provisions and which were collateralized by substantially all of the assets of the Company, were converted into common stock in May 2004 (see Note 6) and the convertible notes were cancelled and the principal amount was satisfied in full.
 

F-31


The Company determined the conversion rates based upon its evaluation of the Company's common stock on the issuance dates. The Company's evaluations were based upon, among other things, peer company valuations, industry and market conditions, the Company's current financial position, terms and conditions of funding available to the Company at the time of issuance, etc.
 
During 2004, the Company issued two one-year convertible notes to a stockholder of the Company, totaling $1,830,000. These notes accrue interest at 12% per annum, with monthly principal and interest payments originally scheduled through August and November 2004. Restrictive covenants pertaining to the note payable discussed in Note 4 to these financial statements precluded payment of scheduled principal and interest on these notes; therefore, these notes are currently due. However, the same covenants preclude payment until the note described in Note 4 to these financial statements is paid in full. These one-year notes are collateralized by substantially all of the assets of the Company (see Note 8).
 
Interest expense incurred with respect to these notes during the year ended December 31, 2004 and the period May 15, 2002 (date of inception) through December 31, 2003, was $122,223 and $19,653, respectively.
 
Interest payments made with respect to these notes during the year ended December 31, 2004 and the period May 15, 2002 (date of inception) through December 31, 2003, were $42,560 and $-0-, respectively.
 
NOTE 4 - NOTE PAYABLE
 
In June 2004, the Company secured a $15,000,000 debt facility and drew down the first $7,000,000 traunch primarily for the purpose of funding network equipment purchases. These borrowings are repayable over a three-year period and bear interest at 12.5% per annum. Additional borrowings under this facility are contingent upon, among other things, the Company raising certain levels of additional equity financing. The loan agreement contains customary covenants and restrictions and provides the lender the right to a perfected first-priority, secured interest in all of the Company's assets, as well as rights to preferred stock warrants (see Notes 6 and 8).
 
Interest paid under this debt facility during the year ended December 31, 2004, was $484,867.
 
The Company is currently in violation of several of the restrictive covenants in this debt facility. Under its provisions, the lender has the right to call the related note payable due. Accordingly, the full amount of the note at December 31, 2004 has been classified as current.
 
NOTE 5 - NOTE RECEIVABLE - RELATED PARTY
 
During the period May 15, 2002 (date of inception) through December 31, 2004, the Company advanced $415,323 to an officer of the Company. In 2005, these advances were characterized as compensation and were forgiven; accordingly, their carrying value was reduced to zero at December 31, 2004. In addition, the Company agreed to pay the related federal income tax withholding of approximately $104,000 on behalf of the related party, which was accrued at December 31, 2004.
 
NOTE 6 - STOCKHOLDERS' EQUITY
 
In June 2002, the Company increased its authorized shares to 100,000 shares of $0.01 par value common stock. In July 2002, the Company increased its authorized shares to 3,000,000 shares of $0.01 par value common stock and approved a 2-for-1 common stock split. In October 2002, the Company increased its authorized shares to 6,000,000 shares of $0.01 par value common stock. In July 2003, the Company approved an additional 3-for-1 common stock split and an increase in the authorized shares of common stock to 18,000,000. The Articles of Amendment for this amendment were not filed with the state of Delaware until 2004. The accompanying consolidated financial statements and related notes present all of these amendments as if they were affected for all periods presented.
 
In 2002, 5,400,000 shares of common stock were issued to the founder of the Company. These shares were recorded at their par value.
 

F-32


In 2002, the Company issued 150,000 shares of its common stock for legal services provided to the Company, which were recorded at their estimated fair value of $83,250.
 
During the period May 15, 2002 (date of inception) through December 31, 2003, the Company issued 5,965,957 shares of its common stock and received net proceeds of $2,783,775. Offering costs related to these sales consisted of the issuance of an additional 220,635 shares of the Company's common stock.
 
During the period May 15, 2002 (date of inception) through December 31, 2003, the Company issued 211,775 shares of its common stock in consideration for leasehold improvements and equipment, of which 190,211 of the shares were issued to the founder of the Company. These shares were recorded at their estimated fair value of $150,643.
 
In May 2004, $1,120,000 of convertible notes payable to a shareholder were converted into 2,280,070 shares of common stock.
 
In May and August 2004, the Company issued 500,000 and 212,071 shares of its common stock for cash of $100,000 and $180,260, respectively.
 
In May 2004, the Company authorized the issuance of up to 25,000,000 shares of $.01 par value preferred stock, the terms of which will be decided upon by the Company's Board of Directors.
 
In August 2004, the Company approved increasing the authorized common stock to 50,000,000 shares. However, the related state filing has yet to be effected.
 
Rights to Convert to Preferred Stock
 
At December 31, 2004, related parties held 12,989,445 shares of common stock that had the right to be converted into preferred shares; however, as of December 31, 2004, no shares of preferred stock had been issued by the Company (see Note 8).
 
Stock Options
 
During October 2004, the Board approved the Company's 2004 Stock Option Plan (the "Plan"), whereby 4,000,000 shares of the Company's common stock were reserved for issuance under the Plan to selected directors, officers, employees and consultants of the Company. As of December 31, 2004, options to purchase 2,164,969 shares of common stock for $0.85 per share were issued and outstanding under the Plan. These options expire ten years from the date of issuance. They vest from 36 to 48 months of employment following the date of option issuance. These options had an estimated fair value of $330,599 at the date of grant, using the minimum-value method with the following assumptions:
 
 Expected life (in years)     10.0  
 Risk-free interest rate     2.0 %
 Dividend yeild     0.0 %
 
Related 2004 compensation expense was $76,917, determined by amortizing the options' estimated fair value at grant date over their vesting period. The weighted average remaining contractual life of the options outstanding at December 31, 2004 was 9.8 years (see Note 8). The Company had no stock options outstanding at December 31, 2003.
 
F-33


Stock Warrants
 
In 2004, the Company granted a series of warrants to purchase shares of preferred stock, the specific terms of which had yet to be determined, at an exercise price of $0.85 per share, in conjunction with the long-term note payable issuance (see Note 4). These warrants expire at the earlier of ten years from their issuance date, or five years after a potential initial public securities offering. At the warrant holder's election, these warrants may be exercised on a non-cash basis whereby the warrant holder uses the surplus of the preferred stock's then-fair market value per share over the $0.85 exercise price as payment for the preferred stock purchased under these warrants.
 
These warrants had estimated fair values totaling $218,813 at their grant dates, recognized as additional paid-in capital and deferred loan origination costs. Additional information pertaining to these warrants issued and outstanding at December 31, 2004 is as follows:
 
Date Granted      
 Shares
 
June, 2004     1,235,294  
August 2004     766,020  
October, 2004     383,010   
Total Issued and Outstanding     2,384,324   
 
Also in conjunction with the long-term note payable issuance (see Note 4), the Company granted warrants to purchase up to $1.0 million of common or preferred stock that may be issued in conjunction with any future securities offering of at least $5.0 million, upon the same price and conditions as afforded to third-party investors in said potential securities offering.
 
In August 2004, the Company issued warrants to purchase 150,000 shares of common stock to a former employee whose employment was terminated in June 2004. Such warrants are exercisable at $0.85 per share, and expire on June 26, 2006. The Company had no stock warrants outstanding at December 31, 2003.
 
NOTE 7 - OTHER COMMITMENTS AND CONTINGENCIES
 
Operating Leases
 
In August 2002, the Company entered into an operating lease for office space, which expires in February 2008. Approximate minimum future lease payments due under this operating lease, are as follows:
 
 Year Ending December 31,
   Amount  
2005   $ 196,000  
2006   $ 202,000  
2007   $ 208,000  
2008   $ 35,000  
 
During the year ended December 31, 2004 and the period May 15, 2002 (date of inception) through December 31, 2003, $172,700 and $234,000, respectively, were charged to operations for rent expense related to this operating lease.
 
Legal and Regulatory Proceedings
 
The Company's 100%-owned subsidiary, Volo Communications, Inc., settled its breach of contract dispute related to a 2003 "take or pay" sales contract with the Company. In connection with this settlement, the Company wrote off its previously recorded account receivable of $326,205 in 2004.

F-34


Vendor Dispute
 
Certain transport and termination costs incurred by the Company are recorded at vendor invoice amount less any amounts that have been formally disputed, for which the Company expects to receive a credit. Disputed amounts are based upon management's detailed review of vendor call records and contract provisions; accordingly, the recorded transport and termination costs represent management's estimates of what is ultimately due and payable. During the year ended December 31, 2004, and the period May 15, 2002 (date of inception) through December 31, 2003, $4,500,000 and $2,500,000, respectively, of one vendor's charges were formally disputed. As of December 31, 2004, approximately $4,759,000 remained in dispute and are, therefore, not included in the accompanying financial statements (see Note 8). Differences between the disputed amounts and final settlements, if any, are reported in operations in the year of settlement.
 
Other
 
Telecommunications industry revenues are subject to statutory and regulatory changes, interpretations of contracts, etc., all of which could materially affect our revenues. Generally, our customers have sixty days from the invoice date to dispute any billed charges. Management reviews all billings for compliance with applicable rules, regulations and contract terms and believes that it is in compliance therewith; accordingly, no allowance has been recorded in the accompanying financial statements for potential disputed charges.
 
NOTE 8 - SUBSEQUENT EVENTS
 
Capital Stock Transactions
 
In February 2005, the Company issued 511,750 shares of Series B preferred stock for $818,800 cash. In May 2005, 7,289,445 shares of common stock were converted into 5,944,669 shares of Series A preferred stock. Both Series A and Series B preferred stock are convertible into common stock, and they carry voting rights equal to the equivalent number of common shares into which they are convertible. Also, both Series A and Series B preferred stock contain equal and ratable dividend and liquidation preferences over common stock.
 
Litigation
 
On April 8, 2005, Volo Communications, Inc. (“Volo”) (a wholly-owned subsidiary of Caerus, Inc.) filed suit against MCI Worldcom Network Services, Inc. d/b/a UUNET (“MCI”). Volo alleges that MCI engaged in a pattern and practice of over-billing Volo for the telecommunications services it provided pursuant to the parties’ Services Agreement, and that MCI refused to negotiate such overcharges in good faith. Volo also seeks damages arising out of MCI’s alleged fraudulent practice of submitting false bills by, among other things, re-routing long distance calls over local trunks to avoid access charges, and then billing Volo for access charges that were never incurred. On April 4, 2005, MCI declared Volo in default of its obligations under the Services Agreement, claiming that Volo owes a past due amount of $8,365,980 through March, 2005, and threatening to terminate all services to Volo within 5 days. On April 12, 2005, MCI terminated all services to Volo. By these actions, Volo alleges claims for (1) breach of contract; (2) fraud in the inducement; (3) primary estoppel; and (4) deceptive and unfair trade practices. Volo also seeks a declaratory judgment that (1) MCI is in breach of the Services Agreement; (2) $8,365,980 billed by MCI is not “due and payable” under that agreement; and (3) MCI’s default letter to Volo is in violation of the Services Agreement. Volo seeks direct, indirect and punitive damages in an amount to be determined at trial.
 
On May 26, 2005, MCI filed an Answer, Affirmative Defenses, Counterclaim and Third-Party Complaint naming Caerus, Inc. as a third-party defendant. MCI asserts a breach of contract claim against Volo, a breach of guarantee claim against Caerus, Inc., and a claim for unjust enrichment against both parties, seeking an amount to be determined at trial. On July 11, 2005, Volo and Caerus, Inc. answered the counterclaim and third-party complaint, and filed a third-party counterclaim against MCI for declaratory judgment, fraud in the inducement, and breach of implied duty of good faith and fair dealing. Volo and Caerus, Inc. seek damages in an amount to be determined at trial. MCI has filed a motion to strike certain of Caerus’ affirmative defenses and a motion to dismiss Caerus’ counterclaims. Discovery should commence shortly. While management is optimistic about the outcome of this litigation, it is currently unable to assess the ultimate likelihood of a favorable or unfavorable outcome; accordingly, no related provision or liability has been made in the accompanying financial statements.

F-35


Merger
 
On May 31, 2005, the Company consummated an Agreement and Plan of Merger ("Merger Agreement") with VoIP, Inc. ("VoIP") (OTCBB:VOII.OB), whereby 100% of Caerus, Inc.'s common and preferred stock, stock options and warrants were exchanged for the common stock of a wholly-owned subsidiary of VoIP. The VoIP subsidiary's name was then changed to Caerus, Inc. Also in conjunction with this merger, the holder of the $1,830,000 notes payable at December 31, 2004 referred to in Note 3 agreed to exchange those notes plus accrued interest for an equivalent number of shares of VoIP common stock valued at $1.23 per share.
 

F-36


Report of Independent Registered Public Accounting Firm
 
Board of Directors
WQN, Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheets of WQN, Inc. (a Delaware corporation) formerly known as WorldQuest Networks, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WQN, Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Grant Thornton LLP
 
Dallas, Texas
March 28, 2005
 

F-37


WQN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
   
December 31,
 
   
2004
 
2003
 
ASSETS
         
Current assets:
         
Cash and cash equivalents
 
$
9,942,280
 
$
17,931,820
 
Investment in partnership
   
2,944,243
   
 
Accounts receivable, net of allowances of $25,000 in 2004 and 2003
   
874,219
   
553,251
 
Notes receivable
   
2,408,679
   
 
Prepaid expenses and other current assets
   
806,068
   
557,577
 
Total current assets
   
16,975,489
   
19,042,648
 
Property and equipment, net
   
597,522
   
1,039,783
 
Note receivable
   
204,167
   
 
Other assets, net
   
972,794
   
101,192
 
Total assets
 
$
18,749,972
 
$
20,183,623
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
Current liabilities:
         
Accounts payable
 
$
1,481,188
 
$
1,108,152
 
Accrued expenses
   
457,459
   
471,746
 
Deferred revenue
   
444,988
   
254,121
 
Promissory note
   
300,000
   
 
Total current liabilities
   
2,683,635
   
1,834,019
 
Promissory note
   
   
300,000
 
Commitments and contingencies
         
Stockholders’ equity:
         
Preferred stock, par value $0.01 per share:
         
Authorized shares—10,000,000; none issued and outstanding
   
   
 
Common stock, par value $.01 per share:
         
Authorized shares—50,000,000; issued and outstanding shares — 6,830,062  at December 31, 2004 and — 6,386,199 at December 31, 2003
   
68,301
   
63,862
 
Additional capital
   
43,180,859
   
41,994,594
 
Accumulated deficit
   
(27,182,823
)
 
(24,008,852
)
Total stockholders’ equity
   
16,066,337
   
18,049,604
 
Total liabilities and stockholders’ equity
 
$
18,749,972
 
$
20,183,623
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F-38


WQN, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Year ended December 31,
 
   
2004
 
2003
 
Retail telephony revenue
 
$
9,036,354
 
$
9,152,320
 
Wholesale telephony revenue and other
   
6,227,452
   
206,572
 
Total revenue
   
15,263,806
   
9,358,892
 
Cost of revenue
   
13,387,986
   
7,008,908
 
Gross profit
   
1,875,820
   
2,349,984
 
Operating expenses:
             
Selling, general and administrative
   
3,716,711
   
4,517,784
 
Merger expenses
   
1,311,945
   
 
Depreciation and amortization
   
796,426
   
921,900
 
Total operating expenses
   
5,825,082
   
5,439,684
 
Operating loss
   
(3,949,262
)
 
(3,089,700
)
Interest income, net
   
287,709
   
202,187
 
Income (loss) from partnership investment
   
(55,757
)
 
 
Loss from continuing operations
   
(3,717,310
)
 
(2,887,513
)
Income (loss) from discontinued operations
   
543,339
   
(457,879
)
Net loss
 
$
(3,173,971
)
$
(3,345,392
)
Income (loss) per share - basic and diluted:
             
Continuing operations
 
$
(0.56
)
$
(0.45
)
Discontinued operations
   
0.08
   
(0.07
)
Income (loss) per share
 
$
(0.48
)
$
(0.52
)
Weighted-average common shares outstanding - basic and diluted
   
6,642,005
   
6,386,199
 
 
The accompanying notes are an integral part of these consolidated financial statements.

F-39


WQN, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
   
Common Stock
 
Additional Capital
 
Accumulated Deficit
 
 
Stock
 
   
Shares
 
Amount
 
Balance at December 31, 2002
   
6,386,199
 
$
63,862
 
$
41,994,594
 
$
(20,663,460
)
$
21,394,996
 
Net loss
   
   
   
   
(3,345,392
)
 
(3,345,392
)
Balance at December 31, 2003
   
6,386,199
 
$
63,862
 
$
41,994,594
 
$
(24,008,852
)
$
18,049,604
 
Issuance of warrants
   
   
   
76,000
   
   
76,000
 
Exercise of stock options
   
443,863
   
4,439
   
1,110,265
   
   
1,114,704
 
Net loss
   
   
   
   
(3,173,971
)
 
(3,173,971
)
Balance at December 31, 2004
   
6,830,062
 
$
68,301
 
$
43,180,859
 
$
(27,182,823
)
$
(16,066,337
)
 
The accompanying notes are an integral part of these consolidated financial statements.
 
F-40

WQN, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Year ended December 31,
 
   
2004
 
2003
 
Operating Activities
         
Net loss
 
$
(3,173,971
)
$
(3,345,392
)
Adjustments to reconcile net loss to net cash used in operating activities:
         
Gain on sale of operations
   
(777,114
)
 
 
Depreciation and amortization
   
796,426
   
921,900
 
Loss on disposition of property and equipment, net
   
76,522
   
18,541
 
(Income) loss in investment in partnership
   
55,757
   
 
Changes in operating assets and liabilities net of effects of acquisitions:
         
Accounts receivable and notes receivable
   
(411,919
)
 
4,243
 
Accounts payable and accrued expenses
   
134,749
   
237,297
 
Deferred revenue
   
190,867
   
15,185
 
Other assets
   
(1,122,886
)
 
(235,772
)
Net cash used in operating activities of continuing operations
   
(4,231,569
)
 
(2,383,998
)
               
Investing Activities
         
Additions to property and equipment
   
(436,423
)
 
(405,389
)
Proceeds from the sale of subsidiary net of disposed cash
   
417,915
   
 
Payments received on note from the sale of subsidiary
   
145,833
   
 
Loan to Ntera Holdings, Inc.
   
(2,000,000
)
 
 
Purchase of partnership interest
   
(3,000,000
)
 
 
Net cash used in investing activities
   
(4,872,675
)
 
(405,389
)
               
Financing Activities
         
Proceeds from exercise of stock options
   
1,114,704
   
 
Decrease in cash and cash equivalents
   
(7,989,540
)
 
(2,789,387
 
Cash and cash equivalents at beginning of year
   
17,931,820
   
20,721,207
 
Cash and cash equivalents at end of year
 
$
9,942,280
 
$
17,931,820
 
Supplemental Disclosures of Cash Flow Information:
         
Interest paid
 
$
4,538
 
$
4,692
 
Non-cash note receivable from sale of subsidiary
 
$
700,000
 
$
 

 
The accompanying notes are an integral part of these consolidated financial statements.

F-41

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2004 and 2003
 
1.  Organization and Description of Business
 
We are a Voice Over Internet Protocol (VoIP) telephony company providing international long distance services. VoIP enables voice communications over the Internet by compressing voice into data packets that can be efficiently transmitted over data networks and then converted back into voice at the receiving end. Our customers utilize our enhanced VoIP services platform to make and receive calls using their home phone, business phone, personal computer and mobile phone.
 
Our business currently includes the provision of enhanced Internet-based and other telephony services under various brand names to individual consumers primarily seeking to make international calls; the provision of enhanced Internet-based and other telephony services to resellers, corporations and service providers under their brand names and carrier transmission services whereby we sell our excess capacity to other long-distance carriers. We also distribute telephony services including prepaid long- distance and prepaid wireless through a network of over 90 private distributors. Through this network we estimate that our products are sold through over 10,000 retail outlets of which more than 5,000 retail outlets are located in Southern California. We expect to begin selling our proprietary VoIP products through this distribution channel beginning in 2005.
 
As of December 31, 2004, Eagle Venture Capital, LLC (“Eagle Venture”) owned approximately 2.6 million, or 38%, of our outstanding shares of common stock. Eagle Venture is primarily owned by B. Michael Adler, our founder and Chief Executive Officer.
 
In November 2004, we changed our name to WQN, Inc. from WorldQuest Networks, Inc. (see Note 18).
 
2.  Significant Accounting Policies
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates used in preparing the financial statements are reasonable; however, actual results could differ from these estimates.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company, its subsidiaries and joint ventures in which the Company owns a controlling interest. Investments in 20% to 50% owned partnerships and affiliates are accounted for on the equity method. All significant intercompany balances and transactions have been eliminated in consolidation.
 
Reclassifications
 
Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.

F-42

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
Cash Equivalents
 
Cash equivalents include money market mutual funds and other highly liquid investments purchased with maturities of three months or less.
 
Depreciation and Amortization
 
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Amortization of capital leases and leasehold improvements is provided on a straight line basis over the lives of the related assets or the life of the lease, whichever is shorter, and is included with depreciation expense. Maintenance repairs are charged to operations as incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred.
 
Depreciation expense totaled $500,778 and $820,709 for 2004 and 2003, respectively. Amortization expense totaled $295,648 for 2004 and $101,191 for 2003 for continuing operations and $107,297 for 2004 and $153,863 for 2003 for discontinued operations.
 
Impairment of Long-lived Assets
 
The Company evaluates long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable and the undiscounted cash flows to be generated by these assets are less than the carrying amounts of these assets. For the year ended December 31, 2004 the Company determined that certain stored value equipment could no longer be used and recorded a non-cash impairment charge of approximately $60,000.
 
Website Development Costs
 
Costs related to the planning and post implementation phases of our website development efforts are expensed. Direct costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life of one to three years and are included in depreciation expense. Costs associated with minor enhancements and maintenance for the website are expensed. Website development costs capitalized for the years ended December 31, 2004 and 2003 were $243,986 and $190,000, respectively.
 
Income Taxes
 
Income taxes are determined using the liability method, which gives consideration to the future tax consequences associated with differences between the financial accounting and tax basis of assets and liabilities. This method also gives immediate effect to changes in income tax laws.
 
Revenue Recognition
 
Retail telephony revenue is recorded net of estimated returns and allowances and is recognized as calling services are used. Wholesale traffic revenue is recognized as calls are processed. Revenue on the distribution of telephony products is included in wholesale telephony revenue, is recorded net of estimated returns and allowances and is recognized when the products are shipped to the customer. Distribution products are processed by other carriers therefore no future service is provided by the Company.

F-43

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
Intangible Assets
 
Intangible assets consist primarily of acquired customer lists and are included in other assets. Amortization is provided for by the straight-line method over the assets estimated life ranging from 2 to 4 years. At December 31, 2004 intangible assets totaled $972,794 net of accumulated amortization of $337,136. The estimated aggregate amortization for each of the succeeding years is as follows: 2005 - $362,395, 2006 - $295,269, 2007 - $253,711, 2008 - $61,419.
 
Investment in Partnership
 
The Company’s investment in partnership is accounted for on the partnership basis of accounting. Gains and losses are included in income (loss) from partnership investment. The Company can receive a distribution on its partner capital account by giving the partnership 60 days written notice.
 
Notes Receivable
 
Notes receivable represent balances due from third parties related to the sale of its wholly-owned subsidiary buyindiaonline.com, Inc. and the merger agreement with Ntera Holdings. Interest earned on notes receivable are recognized over the term of the note and is included in interest income, net.
 
Advertising Costs
 
The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2004 and 2003 was $467,000 and $334,000, respectively.
 
Stock-Based Compensation
 
The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” in the primary financial statements and has provided supplemental disclosures required by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” and by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure an amendment of FASB Statement No. 123.”
 
Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation,” (“SFAS 123”) requires the disclosure of pro forma net loss and loss per share computed as if the Company had accounted for its employee stock options under the fair value method set forth in SFAS 123. The Company’s reported and pro forma net loss for the years ending December 31, 2004 and 2003 are as follows:
 
   
Year ended December 31,
 
   
2004
 
2003
 
Net loss as reported
 
$
(3,173,971
)
$
(3,345,392
)
Pro forma stock-based employee compensation expense
   
(202,499
)
 
(170,863
)
Pro forma net loss
 
$
(3,376,470
)
$
(3,516,255
)
               
Net loss per share:
         
As reported - basic and diluted
   
(0.48
)
 
(0.52
)
Pro forma - basic and diluted
 
$
(0.51
)
$
(0.55
)


F-44

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
The fair value of options granted was estimated at the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions used in the December 31, 2004 calculation were as follows: risk free interest rate of 3.5%, dividend yield of zero, volatility factor of 1.1, and average expected life of 4 years. The weighted average assumptions used in the December 31, 2003 calculation were as follows: risk free interest rate of 3.25%, dividend yield of zero, volatility of .85 and average expected life of 5 years. The options granted during 2004 and 2003 had a weighted average fair value of $1.50 and $1.40 per share, respectively.
 
Net Loss per Share
 
Basic and diluted net loss per share is computed using the Company’s net loss for each period presented divided by the average common shares outstanding during the period. Stock options and warrants convertible into 1,267,759 and 1,790,556 shares of the Company’s common stock for the years ended December 31, 2004 and 2003, respectively, are excluded from the calculation of diluted earning per share because the Company reported losses from continuing operations in those periods and their effect would be antidilutive.
 
Comprehensive Income
 
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the years ended December 31, 2004 and 2003, the Company had no transactions other than those reported in its statement of operations.
 
Fair Value of Financial Instruments
 
The Company’s financial instruments consist primarily of cash equivalents, accounts and notes receivable, accounts payable and long-term debt. At December 31, 2004 and 2003, the carrying amount of the Company’s financial instruments approximates their fair values. Management believes the Company’s debt approximates fair value due to its short maturity and its variable interest rate.
 
Concentration of Credit and Business Risks
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, accounts receivable and notes receivable. Accounts receivable consist of amounts owed by credit card processing companies relating to retail telephony sales, amounts owed by distributors for the purchase of telephony products and money transfer services. We bill our retail customers on a prepaid basis through credit cards. Credit is extended to some wholesale customers with terms that generally allow them to pay for our products within two weeks. All other wholesale customers pay for our products upfront.
 
Customers purchase the Company’s retail telephony products using major credit cards, which are reimbursed by credit card processing companies. The Company does not routinely perform on-going credit evaluations of its retail customers but does evaluate its credit card processors. The Company performs credit evaluations and establishes credit limits for its wholesale traffic and whole sale distribution customers, including requiring deposits when applicable.

F-45

 

WQN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
For the years ended December 31, 2004 and 2003, a substantial portion of our retail customers were calling from the United States to India. The India international telephony market continues to experience downward pricing pressures, which has resulted in a decrease in our average selling price to our retail customers. It is unlikely that this trend will reverse in the near future.
 
At December 31, 2004, one customer accounted for 15% of total accounts receivable and no receivables from credit card processing companies accounted for more than 10% of total accounts receivable. At December 31, 2003, three credit card processing companies accounted for 35%, 13%, and 10% of total accounts receivable. At December 31, 2004 and 2003, accounts receivable are stated net of an allowance for doubtful accounts of $25,000. Bad debt expense for the years ended December 31, 2004 and 2003 was $5,000 and $83,000, respectively. For the year ended December 31, 2004, the Company purchased data communication and telecommunication services from three suppliers, which accounted for 18%, 13% and 11% of cost of goods sold for telecommunication services. For the year ended December 31, 2003, the Company purchased data communication and telecommunication services from three suppliers, which accounted for 35%, 18%, and 11% of cost of goods sold for telecommunication services.
 
New Accounting Pronouncements
 
In December 2004, FASB issued statement of Financial Accounting standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which will be effective in our first quarter of fiscal 2006. This standard sets forth the revised rules for the accounting treatment of employee stock options and other share-based payments. SFAS 123(R) requires the adoption a fair value-based method for measuring the compensation expense related to employee stock awards; this will lead to additional compensation expense. We currently use the intrinsic value method to measure compensation expense for stock-based awards to our employees. Under this standard, we do not recognize any compensation related to stock option grants we issue under our stock option plans. Note 2 to our Consolidated Financial Statements in this report provides our pro forma net loss and loss per share as if we had used a fair value-based method required under SFAS 123 to measure the compensation expense for employee stock awards during fiscal 2004 and 2003. The Company has not yet determined the full effect of implementing SFAS 123R on the financial statements.

F-46

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
3.  Discontinued Operations
 
In July 2004, the Company sold all of the outstanding capital stock of its wholly-owned subsidiary buyindiaonline.com, Inc. (“Cash2India”) to a private company for approximately $1,552,000. The Cash2India business comprised the Company’s previously reported financial services segment and is accounted for as a discontinued operation in the accompanying condensed consolidated financial statements. Under the terms of the transaction, the Company received $852,000 in cash, a promissory note for $700,000, and a warrant to purchase common stock in the acquiring company. The cash payment included consideration for $352,000 in working capital associated with Cash2India at the time of the sale. The promissory note bears interest at 5% per annum, is secured by the capital stock of Cash2India, and is to be repaid in twenty-four consecutive monthly payments of $29,167 plus accrued interest. The balance of the promissory note and accrued interest was $554,167 as of December 31, 2004. As a result of the transaction the Company recorded a gain on the disposition of Cash2India of approximately $777,000 in the third quarter of 2004. The net gain/(loss) from discontinued operations is comprised as follows:
 
   
Year ended December 31,
 
   
2004
 
2003
 
Revenue
 
$
340,027
 
$
556,462
 
Cost of revenue
   
(134,969
)
 
(200,880
)
Gross profit
   
205,058
   
(355,582
)
Operating Expenses
   
(438,833
)
 
(813,461
)
Net loss
   
(233,775
)
 
(457,879
)
Gain on disposal
   
777,114
   
 
Income (loss) from discontinued operations
 
$
543,339
 
$
(457,879
)
 
The components of assets and liabilities of discontinued operations are as follows:
 
   
2004
 
2003
 
Cash and cash equivalents
 
$
 
$
514,635
 
Accounts receivable
   
   
409,717
 
Prepaid expenses and other current assets
   
   
71,988
 
Property and equipment, net
   
   
236,308
 
Accounts payable and accrued expenses
   
   
(210,658
)
 
  $
 
$
1,021,990
 
 

F-47

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
4.  Merger Agreement with Ntera Holdings
 
On March 16, 2004, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Ntera Holdings, Inc., a Delaware corporation (“Ntera”), providing for a transaction that would have resulted in a change of control of WQN. In connection with the Agreement, WQN extended to Ntera a bridge loan in the principal amount of $2 million bearing interest of 7% per annum, which is secured by the assets of Ntera. On September 2, 2004, the Company terminated the Agreement with Ntera. Under the terms of the loan agreement, the full amount of the loan and accrued interest are due and payable within six months of the termination of the Agreement. The Company and Ntera have amended the repayment provisions of the loan agreement whereby Ntera will make installment payments to repay the loan and accrued interest by March 31, 2005. The balance of the note and accrued interest at December 31, 2004 was $2,058,679, which is net of a payment of approximately $56,000 received during 2004 in the form of telecommunication services. During the first quarter of 2005, the Company received debt payments from Ntera totaling $1,650,000. The unpaid principal and interest as of March 1, 2005 from Ntera was $408,679 and is expected to be collected on its due date. The loan is secured by the assets of Ntera.
 
5.  Value Communications Transaction
 
In April 2004, the Company purchased from Value Communications Corporation (“ValuCom”), a wholly owned subsidiary of Rediff.com India Limited, certain assets consisting primarily of ValuCom’s customer list, brand, trademarks, web sites, internally built software, and certain hardware for $500,000 in order to increase its customer base. The Company paid $200,000 of the total consideration at closing with the remaining $300,000 to be paid in twelve monthly installments of $25,000 commencing May 2004. In addition, the Company entered into an advertising agreement with Rediff.com, Inc. (“Rediff”) entitling WQN to marketing services including exclusive rights to prominent online advertising space on the Rediff.com U.S. website, the premier online destination for Indians in North America. Under the terms of the advertising agreement, the Company will pay Rediff $50,000 for twelve consecutive months commencing in May 2004 for the advertising services. The Company provided both ValuCom and Rediff irrevocable letters of credit for the Company’s remaining obligation under the agreements. The letters of credit are secured by deposits in money market funds and the amount of the letters of credit and the deposits are reduced as the monthly installments are paid. At December 31, 2004, the Company’s obligation under both the agreements totaled $300,000. Substantially all of the ValuCom purchase consideration was allocated to customer lists, which is included in other assets and is being amortized over four years.
 
6.  Distribution and Marketing Agreement
 
In September 2004, we entered into a distribution and marketing agreement with a privately held company. As a result of the agreement, the Company’s products will be sold in more than 5,000 retail outlets in the Southern California market. We sell telephony and other products to a network of distributors who then re-sell the product to the retail outlets. The revenues generated through this agreement are included in wholesale telephony revenues. In connection with the agreement, we paid the private company $50,000 and issued a warrant to purchase 40,000 shares of our common stock for a total consideration of approximately $126,000 as valued with the Black-Scholes pricing model which is included in other assets and is being amortized over the three year term of the agreement. The warrants exercise price is .01.

F-48

 
 
WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
7.  Investment in partnership
 
In November 2004, the Company invested $3 million in a partnership managed by an affiliate of a director of the Company. The majority of the partnership assets are to be invested in private investments in public entities. The partnership investments will take the form of common equity, preferred equity, convertible debt and/or equity or debt securities. Although the partnership will endeavor to engage in hedging transactions in order to mitigate downside risk, there can be no assurance that the partnership’s investments will be successful and, as a result, the Company may lose all or some of its investment. The partnership agreement contains certain restrictions, including limits on the Company’s ability to withdraw capital from the partnership and limits on the transferability of the Company’s interests in the partnership. The Company can receive a distribution on its partner capital account by giving the partnership 60 days written notice. The Company records its proportionate share of earnings and losses from the partnership based on its share of the partnership and for the year ended December 31, 2004 recorded a loss from its partnership investment of $55,757.
 
8.  Notes Receivable
 
Components of notes receivable are as follows:
 
   
2004
 
2003
 
Loan to Ntera Holdings, Inc.
 
$
2,058,679
 
$
 
Note from sale of Cash2India subsidiary
   
554,167
   
 
Less amounts classified as current
   
(2,408,679
)
 
 
Long-term portion
 
$
204,167
 
$
 
 
During 2004, in connection with the Agreement and plan of merger with Ntera Holding Inc., WQN extended to Ntera a bridge loan in the principal amount of $2 million bearing interest of 7% per annum (see Note 4). The balance of the note and accrued interest at December 31, 2004 was $2,058,679. The full amount of the loan and accrued interest are to be repaid in installments by March 31, 2005. During the first quarter of 2005 the Company has received debt payments from Ntera totaling $1,650,000. The unpaid principal and interest as of March 1, 2005 from Ntera was $408,679. The loan is secured by the assets of Ntera.
 
In July 2004, the Company sold all of the outstanding capital stock of its wholly-owned subsidiary Cash2India and received as a component of the purchase price a promissory note for $700,000 (See Note 3). The promissory note bears interest at 5% per annum, is secured by the capital stock of Cash2India, and is to be repaid in twenty-four consecutive monthly payments of $29,167 plus interest. During 2004, the Company received principal and interest payments of $159,290 and the balance of the promissory note and accrued interest was $554,167 as of December 31, 2004.
 
9.  Prepaid Expenses and Other Current Assets
 
Prepaid expenses and other current assets consist of the following as of December 31:
 
   
2004
 
2003
 
Prepaid telecommunication services
 
$
534,181
 
$
33,222
 
Deposits
   
151,781
 
$
316,936
 
Prepaid expenses
   
120,106
   
207,419
 
   
$
806,068
 
$
557,577
 
 
 
F-49

 
WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
10.  Property and Equipment
 
     Property and equipment consists of the following as of December 31:
 
   
Estimated Useful Life (Years)
 
2004
 
2003
 
Leasehold improvements
   
2 to 5
 
$
78,134
 
$
78,134
 
Computers and network equipment
   
2 to 5
   
3,871,060
   
3,797,148
 
Furniture and fixtures
   
5
   
86,308
   
87,196
 
Purchased software and website development costs
   
1 to 5
   
865,755
   
1,315,622
 
Total
         
4,901,257
   
5,278,100
 
Less: accumulated depreciation and amortization
       
(4,303,735
)
 
(4,238,317
)
Net property and equipment
     
$
597,522
 
$
1,039,783
 

 
Property and equipment balances at December 31, 2003 are inclusive of assets of our discontinued operation, Cash2India (See note 3 for a detail of the components of net assets of discontinued operations). For the years ended December 31, 2004 and 2003 the Company recorded losses of $16,522 and $18,541, respectively on the disposal of certain fixed assets.
 
11.  Accrued Expenses
 
Accrued expenses consist of the following as of December 31:
 
   
2004
 
2003
 
Accrued franchise, property and sales taxes
 
$
44,471
 
$
130,608
 
Accrued payroll expenses
   
67,467
   
62,115
 
ValuCom payable
   
300,000
   
 
Other accrued expenses
   
121,521
   
279,023
 
 
 
$
533,459
 
$
471,746
 
 
12.  Debt
 
Long-term debt consists of the following as of December 31:
 
   
2004
 
2003
 
Promissory note
 
$
300,000
 
$
300,000
 
Less current portion
   
(300,000
)
 
 
Long term debt net of current portion
 
$
 
$
300,000
 

 
In 2001, the Company borrowed $300,000 from a financial institution under a term promissory note agreement (the “Note”). The Note bears interest at the financial institution’s prime rate as adjusted from time to time (5.25% at December 31, 2004) less 2.25% per annum. The Note, originally due in October 2003 was extended and is now due in October 2005. The Note is collateralized by a $300,000 certificate of deposit bearing interest of 1.47 % per annum.
 
F-50

 
WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
13.  Related Party Transactions
 
The Company’s founder, Chief Executive Officer and President holds a controlling interest in Eagle Venture Capital, which owns approximately 2.6 million outstanding shares of the common stock of the Company as of December 31, 2004 and 2003.
 
A consulting company managed by one of the Company’s directors holds warrants to acquire 100,000 shares of the Company’s common stock. The warrants have an exercise price of $6.00 per share and expire in 2005.
 
In November 2004, the Company invested $3 million in a partnership managed by an affiliate of a director of the Company (see Note 7). Certain other company directors and officers have also invested separately in the partnership.
 
14.  Income Taxes
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows as of December 31:
 
   
2004
 
2003
 
Deferred tax assets/(liability):
         
Property and equipment
 
$
21,265
 
$
(35,341
)
Capital loss carry forward
   
195,941
   
195,941
 
Other
   
66,162
   
29,075
 
Net operating loss carry forwards
   
9,281,128
   
9,292,073
 
Total deferred tax assets
   
9,564,496
   
9,481,748
 
Valuation allowance
   
(9,564,496
)
 
(9,481,748
)
Net deferred tax assets
 
$
 
$
 

 
The Company has U.S. net operating loss carry forwards of approximately $25,104,000 as of December 31, 2004. The Company has not recognized a deferred tax asset in the accompanying balance sheets due to the uncertainty of future realization. Accordingly, no tax benefit has been recognized in the accompanying consolidated statements of operations. Net operating loss carry forwards associated with the sale of our Cash2India subsidiary of approximately $2,900,000 have not been included in the deferred tax assets at December 31, 2004. No other significant reconciling items exist between the actual effective tax rate and the expected effective tax rate. During 2004 and 2003, the valuation allowance increased by approximately $83,000 and $1,232,000, respectively. If unused, accumulated net operating losses expire as follows: 2011 - $214,000; 2012 - $1,531,000; 2018 - $1,447,000; 2019 - $1,999,000; 2020 - $4,628,000; 2021 - $8,210,000; 2022 - $3,828,000; 2023 - $3,247,000.

F-51

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
15.  Stockholders’ Equity
 
Common and Preferred Stock
 
The Company’s authorized share capital consists of 50,000,000 shares of common stock with par value of $0.01 per share, and 10,000,000 shares of preferred stock with par value of $0.01 per share.
 
Warrants
 
At December 31, 2004 and 2003, the Company had outstanding warrants to purchase 414,775 and 720,775 shares of its common stock, respectively. These warrants expire March 2005 through July 2006 and have a weighted average exercise price of $16.98 per share. At December 31, 2004, all of the warrants were exercisable. The warrants outstanding include warrants granted to a consulting company managed by one of the Company’s directors to acquire 100,000 shares of common stock (see Note 13); warrants granted to representatives of the Company’s underwriters in connection with the Company’s initial public offering to acquire 275,000 shares of common stock; and warrants granted to various service providers and others to acquire 39,775 shares of common stock. In 2004, we issued warrants to purchase 40,000 shares of our common stock to a privately held company in connection with a distribution and marketing agreement (See Note 6).
 
Stock Options
 
The Company has stock option plans (the “Plans”) under which the Company may grant Directors and key employees options to purchase up to 1,750,000 shares of the Company’s common stock at an amount at least equal to the fair value of the Company’s common stock on the date of grant. The exercise and vesting period of each option is determined by the Company’s Board of Directors, but no option shall have a term longer than 10 years. Options granted under the Plans are non-qualified stock options. The following table summarizes the employee stock option transactions for the years ended December 31, 2004 and 2003 under the Plans:
 
 
 
 
Number of Shares
 
Weighted Average Exercise Price
 
Outstanding at December 31, 2002
   
886,080
 
$
4.05
 
Granted
   
55,000
   
2.04
 
Exercised
   
   
0.00
 
Cancelled
   
(39,166
)
 
3.82
 
Outstanding at December 31, 2003
   
901,914
 
$
3.93
 
               
Granted
   
265,500
   
2.65
 
Exercised
   
(275,996
)
 
2.51
 
Cancelled
   
(38,434
)
 
2.10
 
Outstanding at December 31, 2004
   
852,984
 
$
4.11
 
               
Options exercisable:
   
 
     
December 31, 2003
   
794,258
   
4.18
 
December 31, 2004
   
662,486
 
$
4.57
 

 
F-52

 
WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
     A summary of stock options under the Plans outstanding as of December 31, 2004 are as follows:
 
   
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Shares
 
Weighted-Average Remaining Life (Years)
 
Weighted-Average Exercise Price
 
Shares
 
Weighted Average Exercise Price
 
$1.00 - 1.99
   
145,000
   
6.59
 
$
1.31
   
95,000
 
$
0.99
 
$2.00 - 2.99
   
426,984
   
5.02
   
2.25
   
341,486
   
2.19
 
$3.00 - 3.99
   
155,500
   
3.46
   
3.16
   
100,500
   
3.21
 
$5.00 - 11.00
   
25,000
   
2.60
   
5.75
   
25,000
   
5.75
 
$13.00 - 14.00
   
35,000
   
1.90
   
13.00
   
35,000
   
13.00
 
$19.00 - 20.00
   
60,000
   
2.24
   
19.13
   
60,000
   
19.13
 
$21.00 - 22.00
   
5,500
   
2.22
   
21.63
   
5,500
   
21.63
 
Total
   
852,984
   
4.59
 
$
4.11
   
662,486
 
$
4.57
 

 
In December 1998, the Company issued options outside of the option plans to purchase 167,867 shares of its common stock to a former officer of the Company at an exercise price of $3.33 with a seven-year term. During 2004 all of these options were exercised.
 
16.  Benefit Plan
 
 The Company has a 401(k) benefit plan. The plan provides for voluntary employee contributions and the Company matches 15% of the first 8% of payroll contributed by the employee. Employees become 100% vested in employment contributions after 2 years of service accruing 50% per year of service. For the years ended December 31, 2004 and 2003, the Company’s plan contributions were $3,400 and $5,400, respectively.
 
17.  Commitments
 
 The Company has operating leases relating principally to office facilities, which expire in 2006 and have future minimum lease commitments under operating leases with remaining non-cancelable lease terms in excess of one year at December 31, 2004: 2005 — $112,500; 2006 - $75,000. Rental expense under operating leases was approximately $113,000 and $138,000 for the years ended December 31, 2004 and 2003, respectively.
 
In September 2004, the Company settled a dispute with a vendor from which it had previously purchased telecommunication services. Under the terms of the settlement, the Company agreed to purchase from the vendor a total of $960,000 in telecommunication services at rates less than the Company is paying for similar services over a fourteen month period. The Company must purchase a minimum of $80,000 per month in services beginning four months after the settlement date.

F-53

 

WQN, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
18.  Contingencies
 
In December 1996, the Company applied to the United States Patent and Trademark Office to register the trademarks: “WorldQuest” and “WorldQuest Networks.” We received a registration for the trademark “WorldQuest” from the U.S. Patent and Trademark Office on November 23, 1999. In October 1997, the Patent and Trademark Office issued a notice of publication regarding our application to register “WorldQuest Networks” as a trademark. In response to that notice, Qwest Communications filed a notice of opposition in September 1998. Qwest Communications instituted a cancellation proceeding in the Patent and Trademark Office for the registered trademark “WorldQuest.” In December 2001, a judgment was made in the Company’s favor whereby Qwest’s motion to cancel our “WorldQuest” trademark was dismissed, however, Qwest filed a motion appealing the judgment. In December 2002, Qwest filed a separate complaint stating that the Company’s prepaid cash card product infringes on the Qwest trademark. In February 2003, the companies settled all outstanding claims whereby WorldQuest received a cash payment and telecommunication services (primarily long distance termination) from Qwest and Qwest retained all rights to the trademarks in question. Pursuant to the term of a settlement agreement with Qwest Communications arising out of a trademark dispute, on November 9, 2004 the Company changed its name to WQN, Inc. from WorldQuest Networks, Inc.
 
The Company is a defendant from time to time in lawsuits and disputes arising in the ordinary course of business. The Company believes that resolution of all known contingencies is uncertain, and there can be no assurance that future costs related to such litigation would not be material to the Company’s financial position or results of operations.
 
19.  Interest Income, Net
 
Interest income for the years ended December 31, 2004 and 2003 was $293,000 and $207,000, respectively. Interest income includes $114,778 interest on the Ntera loan and $13,457 interest on the loan received in connection with the sale of the Company’s financial service subsidiary. Interest expense for the years ended December 31, 2004 and 2003 was $5,000 and $5,000, respectively.

F-54

 


ITEM 13. EXHIBITS
 
(b)
Exhibits
 
(3)
2.1
Stock Contribution Agreement dated May 25, 2004, between Registrant and Steven Ivester
 
(11)
2.2
Agreement and Plan of Merger with Caerus, Inc. dated as of May 31, 2005
 
(12)
2.3
Asset Purchase Agreement dated as of August 3, 2005, by and between VoIP, Inc. Acquisition Company and WQN, Inc.
 
(1)
3.1.1
Articles of Incorporation
 
(3)
3.1.2
Amendment of Articles of Incorporation
 
(1)
3.2
Bylaws
 
(3)
10.1
2004 Stock Option Plan
 
(15)
10.1.2
2006 Equity Incentive Plan
 
(2)
10.2
Stock Purchase Agreement dated February 27, 2004 between Registrant and Steven Ivester
 
(4)
10.3
Stock Purchase Agreement dated June 25, 2004 among Registrant, DTNet Technologies and Marc Moore
 
(5)
10.4
Stock Purchase Agreement among Carlos Rivas, Albert Rodriguz, Registrant and Vox Consulting Group Inc.
 
(6)
10.5.1
Subscription Agreement
 
(6)
10.5.2
Form of Class A Warrant
 
(6)
10.5.3
Form of Class B Warrant
 
(7)
10.6.1
Stock Purchase Warrant issued to Ivano Angelaftri
 
(7)
10.6.2
Stock Purchase Warrant issued to Ebony Finance
 
(8)
10.7
Net Exercise Agreement with John Todd
 
(9)
10.8
Asset Purchase Agreement dated February 23, 2005
 
(10)
10.9.1
Subscription Agreement
 
(10)
10.9.2
Form of Class C Warrant
 
(10)
10.9.3
Form of Class D Warrant
 
(10)
10.9.4
Form of Convertible Note
 
(10)
10.9.5
Security Agreement
 
(10)
10.9.6
Security and Pledge Agreement
 
 

 
 
(10)
10.9.7
Guaranty
 
(10)
10.10
Caerus, Inc. Merger Documents dated May 31, 2005:
 
(11)
10.10.1
Option Exchange Agreement  
 
(11)
10.10.2
Registration Rights Agreement
 
(11)
10.10.3
Exchange Agreement
 
(11)
10.10.4
Registration Rights Agreement
 
(11)
10.10.5
Consent and Waiver Agreement
 
(11)
10.10.6
Guaranty
 
(11)
10.10.7
Security Agreement
 
(11)
10.10.8
Employment Agreement
 
 
10.11
WQN, Inc. Documents dated August 3, 2005:
 
(12)
10.11.1
Warrant
 
(12)
10.11.2
Security Agreement between VoIP, Inc. and WQN, Inc.
 
(12)
10.11.3
Consent, Waiver and Acknowledgement by and among Cedar Boulevard Lease Funding, Inc., VoIP, Inc. and certain Subsidiaries of VoIP, Inc.
 
(12)
10.11.4
Third Amendment to Subordinated Loan and Security Agreement by and among Cedar Boulevard Lease Funding, Inc., VoIP, Inc. and certain subsidiaries of VoIP, Inc.
 
(12)
10.11.5
Security Agreement between Cedar Boulevard Lease Funding, Inc. and VoIP Acquisition Company
 
(12)
10.11.6
Guaranty between Cedar Boulevard Lease Funding, Inc. And VoIP Acquisition Company Promissory Note
 
(13)
10.12.1
Subscription Agreement for Secured Note dated January 6, 2006
 
(13)
10.12.2
Subscription Agreement for Unsecured Note dated January 6, 2006
 
(14)
10.12.3
Subscription Agreement dated February 3, 2006
 
(15)
21.1
Subsidiaries of the Registrant
 
(15)
31.1
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
 
(15)
31.2
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
 
(15)
32.1
Certification of Chief Executive Officer under U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
 
(15)
32.1
Certification of Chief Financial Officer under U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
 
 

 
(1)
 
Filed as exhibits to Registrant's Form 10SB filed January 19, 2000
 
(2)
 
Filed as exhibit to Form 8-K filed March 3, 2004
 
(3)
 
Filed as exhibit to Form 8-K filed June 9, 2004
 
(4)
 
Filed as exhibit to Form 8-K filed July 7, 2001
 
(5)
 
Filed as exhibit to Form 8-K filed September 16, 2004
 
(6)
 
Filed as exhibit to form 8-K filed November 17, 2004
 
(7)
 
Filed as exhibit to form 8-K filed December 15, 2004
 
(8)
 
Filed as exhibit to form 8-K filed February 16, 2005
 
(9)
 
Filed as exhibit to form 8-K filed March 1, 2005
 
(10)
 
Filed as exhibit to form 8-K filed June 6, 2005
 
(11)
 
Filed as exhibit to form 8-K filed July 11, 2005
 
(12)
 
Filed as exhibit to form 8-K filed August 9, 2005
 
(13)
 
Filed as exhibit to Form 8-K filed January 12, 2006
 
(14)
 
Filed as exhibit to Form 8-K filed February 8, 2006
 
(15)
 
Filed herewith
 


 

SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Company has duly caused this Amendment No. 1 to its Annual Report on Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on June 6, 2006.
 
     
  VOIP, INC.
 
 
 
 
 
 
  By:   /s/ Gary Post
 
Gary Post
  Chief Executive Officer