U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-KSB
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File Number: 0-24217
YP.NET, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 85-0206668
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4840 EAST JASMINE STREET, SUITE 105
MESA, ARIZONA 85205
(Address of principal executive offices) (Zip Code)
(480) 654-9646
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE Securities
registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. X Yes No .
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure 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]
Registrant's revenues for its most recent fiscal year were $13,232,743
The aggregate market value of the common stock held by non-affiliates computed
based on the closing price of such stock on January 7, 2003 was approximately
$1,677,062.
The number of shares outstanding of the registrant's classes of common stock, as
of January 7 , 2003 was 43,963,222.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
YP.Net, Inc., a Nevada corporation (the "Company," "we," "us," or "our"), is in
the business of providing Internet-based yellow page advertising space on or
through www.Yellow-Page.Net and www.YP.Net .
The Company's "yellow page" database lists approximately 18 million businesses
throughout the United States. Our website enables internet users to search
through these "yellow page" listings and is used by businesses and consumers
attempting to locate a business and/or service provider in response to a user's
specific search criteria.
As our primary source of revenue, we offer "preferred" listings to businesses
for a monthly fee (currently $17.95). The "preferred" listing provides a
business with a priority placement listing over non-paying listings and is
displayed in a bigger and bolder font at the beginning of, or in the first
section of the user's search results - thus featuring our paying customers more
prominently to user's of our website. In addition, our paying customers get a
Mini-Webpage(TM) which includes a 40-word description of their business, their
hours of operation and other useful information, a direct link to the paying
customers website, (if they have one and it is provided by the advertiser), map,
driving directions to the paying customers location and more. As of September
30th, 2002 we have approximately 106,439 "preferred" listing advertisers who
have subscribed for this enhanced advertising service. This represents less than
six tenths of 1% of the estimated available market for preferred listings. We
market for advertisers of our "preferred" listing service ,under the name
"Yellow-Page.Net, exclusively to businesses through a direct mail solicitation
program. The solicitation includes a promotional incentive (ie. generally a
$3.50 check) which, if cashed by the business, automatically signs the business
up for the Preferred Listing service for an initial twelve month period with
automatic renewals thereafter. This easy subscription process provides a written
confirmation (ie. the check) of the subscription by the newly subscribing
business, which is verified by an independent third party (i.e the paying
customers depositing bank). To additionally insure the intention of sign-up, the
Company then mails a written confirmation card to the newly subscribing business
generally within 30 days from activation. The Company also provides a 120-day
cancellation period whereby the subscribing business may cancel and receive a
full refund of any amounts paid to the Company.
Recently, the Company has created an outbound calling department whose function
is to proactively obtain the 40-word description to be used in the
Mini-Webpage(TM), as well as other information from each newly subscribing
customer. This effort is expected to provide more information for potential
customers searching our website to help them choose to do business with one of
our Preferred Listing advertisers.
Each paying customer is billed monthly for that month's service, the vast
majority of such monthly billings appear on the subscribing business's local
phone bill. Management believes this ability to bill the paying customer
through the paying customers phone bill is a significant competitive advantage
for the Company as few independent (not owned by a telephone company) yellow
page companies are authorized to bill directly on the phone bill for services
rendered.
The Company uses Dial Up Services Inc. (d/b/a Simple.Net, Inc. ("SN")), an
internet service provider beneficially owned by a director (Deval Johnson) of
the Company, to provide internet dial-up and other services to our customers
(See Item 12. Certain Relationships and Related Transactions). SN charges the
Company $2.50 per customer per month for such internet access. The Company's
monthly charge to its customers includes this internet access service. The
Company and SN share the same building address but are located in different
suite numbers.
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We were originally incorporated as a New Mexico company in 1969 and the Company
was re-incorporated in Nevada in 1996 as Renaissance Center, Inc. Our Articles
of Incorporation were restated in July 1997 and our name was changed to
Renaissance International Group, Ltd. Effective July 1998, we changed our name
to RIGL Corporation. In June 1999, we acquired Telco Billing, Inc. ("Telco") and
commenced our current operations through this wholly-owned subsidiary. . In
October 1999, we amended our Articles of Incorporation to change our corporate
name to YP.Net, Inc. to better identify our company with our business focus.
From August through December 1999, we abandoned all subsidiaries previously
involved in the multi-media software and medical billing and practice management
areas. With the acquisition of Telco, our business focus shifted to the Internet
yellow page services business and this business is currently our main source of
revenue. Telco is operated as our wholly owned subsidiary.
GROWTH INITIATIVES
Primary Growth Strategies
PREFERRED LISTINGS-We currently derive almost all of our revenue from selling
Preferred Listings for the search results on our website. A Preferred Listing is
displayed at the beginning of search results in response to a user's specific
questions. A Preferred Listing is enhanced on the display of search results and
includes a "Mini-Webpage(TM)" listing where the paying customer can use up to 40
words to advertise; among other features. Our primary growth strategy is to
obtain a significantly greater number of Preferred Listings given the large,
estimated potential available market for such listings. As part of this
strategy, the Company has re-instituted its marketing program and plans to
regularly solicit its potential customer base of approximately 18 million
businesses through its direct mail solicitation program. As a result of such
program, the Company has increased its customer count from 91,348 at September
30, 2001 to 113,565 at September 30, 2002_
BRANDING-The Company also plans to further embark upon a substantial campaign to
brand its product using the YP.Net and Yellow-Page.Net names. The Company seeks
to become the "internet yellow pages of choice" to businesses and consumers
performing searches.
In addition to its cross marketing and cross placement agreement(s) with other
websites, the Company has signed a contract for advertising relating to Baca
Racing and National Hot Rod Association ("NHRA") events which provides us with
advertising on the Baca Racing vehicles as well as public relations and
advertising as a sponsor of NHRA. The contract relating to Baca Racing and the
National Hot Rod Association primarily involves the payment of approximately
$20,000 as a one-time fee by the Company to gain additional exposure for the
Company and its services through this mode of advertising for an 18 month
period. In addition, we are members of both the Yellow Pages Integrated Media
Association (YPIMA) and the Association of Directory Publishers (ADP). As
further described under "Strategic Alliances", these organizations are trade
associations for yellow page publishers that promote quality of published
content and advertising methods. The Company plans to take an even more active
role in the year ahead
In the future, the Company also plans to substantially increase its advertising
through print, media and fixed placement advertising in select markets.
SECONDARY GROWTH STRATEGIES
Secondary growth strategies include the following:
-We are developing banner advertisements and outside marketing efforts as an
additional source of revenue. The Company has also recently added website design
services and Internet access services for its customers.
-As more fully described under "Technology and Infrastructure", the Company
recently designed its own infrastructure to manage customer searches. The new
site provides quicker, more accurate searches and will allow the Company to add
new features and compete in new areas such as the new generation of hand held
devices ("Personal Digital Assistants", "PDA's" and "3rd generation Cell
Phones"). This site relies upon our internal development of our own Proprietary
Search Engine software.
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-Resulting from our Proprietary Search Engine software, management believes this
software now allows the Company to easily add enhancements to its own offerings,
it could also be used to develop entirely new revenue streams that could consist
of; 1. Selling custom designed data lists, 2. Syndicating other yellow page
companies, 3. Licensing its use for other types of search engines. The Company
is not currently pursuing these initiatives at this time, nor does the Company
have any plans, arrangements or agreements to do so.
-The Company has begun to offer free long-distance calling cards to certain of
its direct billing customers as an inducement for such customers to pay their
invoices. Management believes that this program will improve customer retention
and cash receipts. This program does not and is not intended to generate revenue
for the Company, but is used solely as a means to encourage prompt payment of
invoices to the Company.
STRATEGIC ALLIANCES
In order to service users more effectively and to extend our Yellow-Page.Net
brand to other Internet sources, we have entered into strategic relationships
with business partners offering content, technology and distribution
capabilities.
The Company has cross marketing and cross placement agreement(s) with other
websites, including My Area Guides and Overture/Goto.com as well as others.
These agreements allow the Company to increase the page views for its customers
listings and also provides the customers of such cross placement websites the
ability to also achieve additional page views by being listed on the
YP.Net-related websites. Generally, the nature of these agreements relate to the
reciprocal hosting of each others websites without any compensation to either
party. However, The Company pays My Area Guides and Overture/Goto.com $6,000 per
month and $24,000 per month respectively for such agreements.
Since the founding of our subsidiary Telco Billing, Inc. in 1998 and continued
through its acquisition by the Company in June of 1999, we have been members of
both the Yellow Pages Integrated Media Association (YPIMA) and the Association
of Directory Publishers (ADP). These organizations are trade associations for
yellow page publishers that promote quality of published content and advertising
methods. One of the primary responsibilities of these organizations and of its
members is to promote the growth of legitimate yellow page companies that
provide real value to their advertisers and to the general public at large,
while working to expose those companies that take advantage of consumers. The
Company plans to take an even more active role in the year ahead.
In order to broaden YP.Net's user base, we have established cross-linking
relationships with operators of commercial websites and Internet access
providers. There are approximately 600 affiliated websites that link and direct
'traffic" to YP.Net. We believe these arrangements are important to the
promotion of YP.Net, particularly among new Internet users who may access the
Internet through these other websites. These co-promotional arrangements
typically are terminable at will. We also utilize WebDialogs in a co-promotional
effort to provide automatic dialing services to our website users to allow these
users to place a call to one of our Preferred Listing customers by simply
clicking a button.
We have also managed revenue sharing partnerships with Amazon.com, Buy.com,
Stamps.com, and TheWallStreetJournal.com and others that allow YP.Net to
generate revenue by purchases made through the link on our home page. To
date,the amount of revenue generated from these partnerships is immaterial, less
than 1%.
WEBSITES
We own the domain name www.YP.Net and license the www.Yellow-Page.Net domain
---------- -------------------
name under a 20 year lease expiring on September 21, 2018 from Matthew &
Markson, a related party (See "Certain Relationships and Related Transactions"
for a complete discussion of the terms of this agreement. We maintain one site
under the name www.YP.Net and direct the "traffic" from the other domain name,
----------
www.Yellow-Page.Net to that site for Internet access. At this website, consumers
-------------------
can search our listing database containing approximately 18 million United
States businesses. To draw user's to our websites, we offer a number of free
services including directories and maps to the business location, free e-mail
accounts, nationwide 800 and 888 directory listings, white page searches, search
engines for e-mail addresses of individual persons as well as stock quotes, job
searches, travel services, news and weather information, movie reviews and
listings, entertainment, restaurant and shopping information. In addition,
currently there are approximately 600 other websites that direct traffic to our
website. In order to provide extra value to our customers, the
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Company expends money to various companies who provide "traffic" to our site by
insuring that we will be easily found on the national search engines.
Our directory search service integrates yellow page information by utilizing
yellow page category headings in combination with a natural word search feature
to provide a user-friendly interface and navigation vehicle. We have enhanced
accurate responses to user questions by utilizing category searches in the
directory services. This allows users to search by specific city, state and
business categories.
As previously mentioned, we currently derive almost all of our revenue from
selling Preferred Listings for the search results on our website. We are
developing banner advertisements and outside marketing efforts as additional
sources of revenueThe Company has also recently added website design services
and Internet access services to its customers.
MARKETING
Our primary marketing efforts are through direct mail solicitations that utilize
a promotional incentive (ie. generally a $3.50 check) for listing. Once the
potential customer cashes the check, they become a customer of the Company,
subject to the confirmation process and cancellation period of 120 days. We
market exclusively to businesses and focus on businesses that use traditional
published yellow page services. We utilize our database as a source for our
mailing list. We have also implemented a "customer satisfaction" program
(outbound calling department). Through this program, we contact each of our
customers to update the customer information regarding their business and links
to their Web page. The outbound calling department's function is to
proactively obtain the 40-word description to be used in the Mini-Webpage(TM),
as well as other information from each newly subscribing customer. This effort
is expected to provide more information for potential customers searching our
website to help them choose to do business with one of our Preferred Listing
advertisers.
We intend to develop marketing strategies to increase the credibility and
visibility of our Web page service to targeted markets. We also intend to
promote value-added services and product areas. Our future success will depend
on our ability to continue to integrate and distribute information services of
broad appeal. Our ability to maintain and build new relationships with content
providers will be critical to our success. These relationships will, in addition
to increasing revenue, lower dilution by creating a source for businesses to
find the services they need. If successful, our Preferred Listing customers will
be able to obtain select services at discounted prices as a consequence of their
listing with us. Such services may include discounts on hotels, rental cars,
office supplies; among others. We are not currently offering these discounts to
our customers.
TECHNOLOGY AND INFRASTRUCTURE
One of our principal strengths is our internally developed technology that we
have designed specifically for handling our Internet-based data. Our technology
architecture features specially designed capabilities to enhance performance,
reliability and scalability of our listing data. These features consist of
multiple proprietary software modules and processes that support the core
internal functions of operations. The technologies include Website Design and
Maintenance, Proprietary Search Engine Software, Customer Service Applications,
Billing Applications, LEC Filtering Processes, Database Management and Custom
List Generation. Other than the URL's previously discussed under "Websites", the
Company has not pursued any patent, trademark, license or other protections on
its technology and infrastructure, nor does the Company own any other
intellectual property.
WEBSITE DESIGN AND MAINTENANCE. Since the inception of Telco billing until
November 1, 2002, we have relied upon outside vendors to design and maintain the
infrastructure of our Website, while we retained the ability to direct how our
website looked to end users. In the fourth quarter of 2002, we designed our own
infrastructure to manage the customer searches, as well as the front-end look
and feel that users see and use. The new site was launched on November 1, 2002
4
exactly four years to the day that Telco Billing launched its very first site.
The new site provides quicker, more accurate searches and will allow the Company
to add new features and compete in new areas such as the new generation of hand
held devices ("Personal Digital Assistants", "PDA's" and "3rd generation Cell
Phones"). This site relies upon our internal development of our own Proprietary
Search Engine software.
PROPRIETARY SEARCH ENGINE SOFTWARE. The launch of our "in-house" Website
required the development of our own Proprietary Search Engine software. This
software is based on a relational database system (RDBS) premise which uses
algorithms that accurately speeds the users search to completion. Our software
provides a fast, flexible, reliable system that will operate on almost any
platform including Sun, Microsoft Windows, Linux and any other Unix based
operating programs. The Company has not yet pursued any patent or other
protection to date on its Proprietary Search Engine software. This software not
only allows the Company to easily add enhancements to its own offerings, it
could also be used to develop entirely new revenue streams that could consist
of; 1. Selling custom designed data lists, 2. Syndicating other yellow page
companies, 3. Licensing its use for other types of search engines. The Company
is not currently pursuing these additional potential revenue streams. Prior to
the development of our own Proprietary Search Engine software, the Company had a
co-branded syndication agreement with Intelligenix Inc. d/b/a I411.com. This
agreement was terminated in August 2002. Prior to the termination, I411.com
hosted the Company's website and provided the search engine for the Company's
website. The agreement involved monthly payments by the Company of $17,000.
CUSTOMER SERVICE APPLICATIONS. We have designed proprietary Customer Service
Applications to enable rapid object-oriented development and management of
information related to our Preferred Listing customers in a variety of formats.
This application, which is currently available to our customers, provides
detailed notes on each account, as well as credit card and paper check payment
processing. Customer Service Representatives ("CSR's") can quickly view all
contact information for the subscriber, as well as Service description, pricing,
letter of authorization ("LOA"), and billing history. With these functions in
place, CSR's have the ability to handle every aspect of the call. However, we
are finding, as we continue to grow, that it might be advisable to purchase a
third party software package from a reliable vendor that can be modified for our
needs. Our own software to be potentially developed, or any that is purchased,
would need to incorporate an automated retrieval system that integrates with our
other technologies. This integration would enable real-time updates to our
database as our customer service representatives interact with and obtain data
from our Preferred Listing clientele.
BILLING APPLICATIONS. We bill primarily through local exchange carriers ("LECs")
that are local telephone service providers (local phone companies). Our LEC
billings are routed to the LEC's and appear on our Preferred Listing customers'
telephone billing statements. To a lesser extent, we directly bill some of our
Preferred Listing customers using invoices or directly bill them on the
customers credit card (upon request) instead of directly on their phone bill.
Our billing applications technology facilitates both our LEC and direct billing
functions.
LEC FILTERING PROCESSES. The LEC Filtering Processes are core technologies
developed to enhance the applications that support our systems. By using these
processes, we are able to more accurately bill our Preferred Listings through
the appropriate LEC. These processes are a vital component of our ability to
aggregate content from multiple sources for our billing process. Information is
sorted and updated with a method of maintaining and expanding a diverse database
and allows different data sources to be combined and deployed through a single
uniform interface, regardless of data structure or content. This allows a single
database query to produce a single result set containing data extracted from
multiple databases. Database clustering in this manner reduces the dependence on
single data sources, facilitates data updates, and reduces non-conforming data
submitted to the LECs.
DATABASE MANAGEMENT. We have also developed a proprietary database technology to
address specific requirements of our business strategy and information
infrastructure services. This technology enables us to provide our services with
fewer service personnel. Our database is integrated with the applications
modules and the LEC filtering processes. This database consists of our current
and potential customers and is updated on a real-time basis as a customer's data
is received from new listings or through our customer service representatives.
We utilize this database to maintain customer service and monitor the quality of
service provided by our customer service personnel. We also use the database to
determine new products desired by our customers. Our technology has been
specifically designed to function with a high degree of efficiency within the
unique operating parameters of the Internet, as opposed to commonly used
database systems.
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CUSTOM LIST GENERATION. We license the database technology that consists of over
18 million business listings throughout the United States, updated quarterly.
Under these licensing agreements, we are able to custom craft mailing lists that
suit our customer's needs. Customers have the ability to filter their custom
list against an array of attributes ranging from gross sales of the company
listed, Standard Industry Classification ("SIC") code, whether or not the
listing is a publicly traded company, or if the company listed is minority
owned. These lists can be generated in various Open Data Base Connectivity
("ODBC") and text formats. Lists are priced by record and the criteria provided
for the query. The Company licenses data bases from Acxiom Corporation and Info
USA. The agreement with Acxiom Corporation involves payments of $30,000 per year
for three years. The first two years payments totalling $60,000 were paid upon
execution of the agreement. The agreement with Info USA involves a payment of
$65,000 annually for three years as well as payments totaling $20,000 per year
for quarterly updates. Effective February 1, 2003, the Company also entered into
an agreement with Experian Information Solutions Inc. ("Experian") whereby the
Company and Experian exchange data. Experian provides the Company with its
current listings of businesses (names, addresses etc.) in the United States and
the Company provides Experian with more updated current data (updated business
names, addresses etc.) on such listings that the Company comes into the
knowledge of as a result of its marketing and preferred customer listing
solicitation efforts. There are no payments between the two companies regarding
the exchange of such data.
BILLING SERVICE AGREEMENTS
In order to bill our Preferred Listing customers through their LECs, we are
required to use one or more billing service integrators. These integrators have
been approved by various LECs to provide billing, collection, and related
services through the LECs. We have entered into customer billing service
agreements with Integretel, Inc. ("IGT",formally "eBillit" and currently
"PaymentOne") and more recently with ACI Communications, Inc. (formally known as
OAN Billing, Inc.) for these services. Under these agreements, our service
providers bill and collect our charges to Preferred Listing customers through
LEC billings. These amounts, net of reserves for bad debt, billing adjustments,
telephone company fees (3-7% of billings, depending upon the number of records
submitted) and billing company fees (approximately 3% of billings), are remitted
to us on a monthly basis. On August 1, 2002, the Company signed a three year
agreement with IGT. This agreement automatically renews for successive terms of
one year each unless either party provides 90 days written notice of its desire
not to renew. The Company's agreement with ACI is effective through September 1,
2004 and automatically renews for successive one year periods unless either
party notifies the other party in writing at least 90 days prior to the
expiration date. Presently, we are primarily billing though these integrators
and credit card processing. The Company plans to contract with a third billing
service integrator during the upcoming fiscal year to reduce its dependence upon
IGT.
REGULATION
Existing laws and regulations or ones that may be enacted in the future could
have a material adverse effect on our business. These effects could include
substantial liability including fines and criminal penalties, preclusion from
offering certain products or services and the prevention or limitation of
certain marketing practices. As a result of such changes, our ability to
increase our business through Internet usage could also be substantially
limited.
Due to the rapid growth of Internet communications, laws and regulations
relating to the Internet industry have been adopted. Such laws include
regulations related to user privacy, pricing, content, taxation, copyrights,
distribution, and product and services quality. Concern regarding Internet user
privacy has led to the introduction of federal and state legislation to protect
Internet user privacy. In addition, the FTC has initiated investigations and
hearings regarding Internet user privacy that could result in rules or
regulations that could adversely affect our business. As a result, the adoption
of new laws or regulations could limit our ability to conduct targeted
advertising, or distribute or to collect user information.
QUALITY ASSURANCE & INTERNAL SELF-REGULATION
The Company believes that the best customer care can be obtained for its
customers through quality assurance initiatives. The Company believes that
quality assurance should entail substantial steps to insure customer
satisfaction.
Unlike several of our competitors that generally utilize larger marketing staffs
than the Company, the Company has found that its direct mail marketing program,
which generally utilizes a $3.50 check, is the most economical way to obtain new
customers. (See MARKETING ) This is important to the cost that we charge our
customers for the product we deliver. Because we believe that our cost for
obtaining new customers is lower than many of our competitors who sell yellow
pages with personal visits and other more expensive methodologies, we believe we
can offer our product to our customers at a cost that we believe is much lower
than our competition. Our customer care and quality assurance begins well before
a new customer is obtained. The Company goes to great lengths to insure that its
direct mail marketing solicitations are the most effective, yet clear pieces we
can create. The Company fully acknowledges that no one can write or prepare a
solicitation that 100% of the people receiving it will fully understand. While
the law only requires that your solicitation be understood by a majority of
reasonable persons, the Company strives to have solicitations that everyone will
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understand. Before a solicitation is printed for general distribution, it is
reviewed by various employees (Team Members) before being sent to the Company's
Legal Counsel. Once approved by the Company's Legal Counsel it is sent to
attorney Charles M. Stern who is also general counsel to the Yellow Pages
Integrated Media Association (YPIMA), YPIMA deals with the Federal Trade
Commission and various State and Local Agencies in their fight against "Bogus"
Yellow Pages. Next, the potential solicitation is forwarded to our Billing
integrators. After their legal review it is forwarded to the legal departments
of the Local Exchange Carrier's (local phone companies) for their approval,
which insures that it follows all Federal Communication Commission (FCC)
guidelines as well.
Being a Yellow Page Publisher, the Company only mails to businesses in the
United States, not the general public at large.
Generally, our paying customers contract for their listings with us by
depositing a check (i.e. generally a $3.50 check). This is an easy and effective
way to be sure that the business you are soliciting is the one that is
contracting for the services. The customers bank provides a third-party
verification of the potential customer sign-up for our Preferred Listing
service. Once we receive the information that the check has been cashed we
activate the new customer as a preferred listing on our website. We then attempt
to contact that new advertiser via the phone to update their information and
obtain the 40 -word description to be used in their Mini-Web Page. This
follow-up allows the new customer to inform us about what is important about
their business so that people searching our site would be able to find important
information about the paying customers business.
While our settlement with the FTC (See "LEGAL PROCEEDINGS") provides that we
send a confirmation card, which confirms with the new subscriber that they have
indeed signed up for our service within 80 days of the check being cashed, the
Company has elected to send the card in about 30 days or less from the date the
check is cashed. We believe this process allows the new subscribers to evaluate
the value of our offerings while still allowing those customers that are
unhappy (for any reason) to cancel for a full refund within the 120 day
cancellation period.
For ease of contact and at almost every point of contact with customers and
prospective customers, we provide a toll free 800 number for our customers to
have their questions answered and to cancel service if they are dissatisfied for
any reason. The call center that answers that 800# is staffed Monday through
Friday by the Company from 6 am to 5 pm M.S.T. Each Customer can receive a full
refund of any monies paid to the Company within the first 120 days of signing
up.
The Company has recently formed a Quality Assurance Department to monitor Team
Members calls with our customers to further insure customer satisfaction. This
new department is in addition to the monitoring done by the Team Members
Supervisors. Recently, the Company has also created an outbound calling
department ( "customer satisfaction program") whose function is to proactively
obtain the 40-word description to be used in the Mini-Webpage(TM). Management
expects this initiative will provide more information for potential customers
searching our website to help them choose to do business with one of our
Preferred Listing advertisers.
COMPETITION
We operate in a highly competitive and rapidly expanding Internet services
market, however our primary market sector is business-to-business services
instead of a pure technology industry. We compete with online services, website
operators, and advertising networks. We also compete with traditional offline
media such as television, radio, and traditional yellow page directory
publishers, and print share advertising. Our services also compete with numerous
directory website production, and Internet information service providers. Our
largest competitors are the Local Exchange Carriers (local phone companies" or
"LEC's").
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The principal competitive factors of these markets include personalization of
service, ease and use of directories, quality and responsiveness of search
results, availability of quality content, value-added products and services, and
access to end-users. We compete with the suppliers of Internet navigational and
informational services, high-traffic websites and Internet access providers, and
with other media for advertising listings. This competition could result in
significantly lower prices for advertising and reductions in advertising
revenues. Increased competition could have a material adverse effect on our
business.
Many of our competitors have greater capital resources than us. These capital
resources could allow our competitors to engage in advertising and other
promotional activities that will enhance their brand name recognition at levels
we cannot match. The LECs have brand name recognition and access to potential
customers since they have existing local access customers.
We believe that since most, if not all, of our debt is paid off , the Company is
producing significant cash and our direct mail marketing program is proving to
be effective that we can successfully compete in this market. Management
believes that it can compete effectively by continuing to provide quality
services at competitive prices and by actively developing new products for
customers.
Management believes that our outbound calling department's ("customer
satisfaction program") whereby we contact our customers to obtain information
for their Mini Webpage(TM) and if partnered with other reputable companies,
could be an additional source of revenue. Management is looking for products and
services to sell as part of our outbound calling efforts
EMPLOYEES
As of January 7, 2002, we employed 23 full time personnel. Our employees are not
covered by any collective bargaining agreements, and we believe our relations
with our employees are good.
ITEM 2. DESCRIPTION OF PROPERTY
Our corporate offices are located in Mesa, Arizona. During Fiscal 2002, we
leased a 16,772 square foot facility from Mr. Art Grandlich dba McKellips
Corporate Square for approximately $120,000 annually on a long-term operating
lease through June 2003. We recently negotiated a three year extension of that
lease under the same terms and conditions with The Estate of Arthur G. Granlich
dba McKellips Corporate Square. As part of the consideration related to our
license of the Yellow-Page.Net URL, we sublease approximately 8,000 square feet
of leased space to Business Executive Services, Inc. ("BESI"), for $1.00
annually. This agreement expires in June 2003. However, BESI has agreed to
provide 80% of its space during the period January 2003 to June 2003 at no cost
to the Company in exchange for the same 20% to be retained by BESI during the
lease extension at no cost to BESI. This will allow the Company to more rapidly
expand its outbound calling department ("customer satisfaction program"). BESI
was a related party through certain common management with the Company. See
"Certain Relationships and Related Transactions," below.
ITEM 3. LEGAL PROCEEDINGS
We are party to certain legal proceedings and other various claims and lawsuits
in the normal course of our business, which, in the opinion of management, are
not individually or collectively material to our business or financial
condition.
The Federal Trade Commission ("FTC") has aggressively pursued what it perceives
as deceptive practices related to direct mailer and other promotions involving
the Internet and/or LEC billing type practices. We had been involved in a
significant FTC enforcement action regarding these matters. On or about June
26th, 2000 the FTC filed suit, in separate actions, against not less than 10
Internet companies of which the Company was one. Almost immediately the Company
reached a preliminary settlement with the FTC (on July 13th, 2000), which
essentially allowed the Company to continue "business as before", pending a
final resolution. However, the Board of Directors of the Company determined that
since the matter in question related to the Company's direct mail solicitations
that the Company would voluntarily not mail any solicitations until a final
agreement was reached with the FTC.
8
With no findings of wrongdoing or admissions by us, on July 30, 2001 a Final
settlement was reached. The Stipulated Final Judgment and Order for Permanent
Injunction and other Equitable Relief (the "Order") was filed with the United
States District Court wherein the FTC and the Company agreed to this
stipulation, which states a claim upon which relief may be granted against the
Company, should it be violated. The Order called for the following minor changes
to our business practices; We have been restrained from using the word "rebate"
on our solicitations and must state that the mailer is a solicitation of goods
and services, We have voluntarily agreed not to use the "walking fingers" logo
on our solicitation (unless accompanied by the language "not affiliated with any
local or long distance phone company") and further have extended our refund
policy to our new customers from 90 days to 120 days.
Once the settlement was reached the Company tested its solicitations using all
---
of the changes required under the agreement and upon determining that they had
no material impact upon the results, resumed regular mailings in October 2001.
As of this date the Company has complied with all ongoing requirements under the
settlement, including the provision that all management personnel read and
acknowledge the Final Order to ensure compliance.
Other than this one action, The Company and the United States Federal Trade
Commission have had no other issues.
The Company is or was a Plaintiff in various legal actions:
The Company had initiated various legal actions to recover shares of stock that
had been issued by former management to various consultants. In all of these
cases, management has alleged that this stock was issued to these consultants
for the promise of valuable services to be rendered that were never performed.
The cases and their current status are summarized below;
-YP.Net v. Elrod Maricopa County Superior Court CV2000-021154 (154,284 shares of
common stock) On July 28, 1999, Elrod was hired as a consultant to the Company
relating to financial and strategic matters. He was a consultant at the time the
shares were transferred to him. The Company believes that Elrod did not perform
in accordance with the consulting agreement. Subsequently, Elrod transferred the
shares to a third party. Proceedings in this case began on November 27, 2000.
All parties have agreed to enter into a tri-parte agreement on May 8, 2002
whereby the shares would be returned to the Company. The shares have not yet
been returned to the Company as Elrod is disputing the terms of the settlement
agreement.
-YP.Net v. Eriksson Maricopa County Superior Court CV2000-021151 (132,500 shares
of common stock) On or about July 8, 1999, Eriksson was hired as a consultant to
the Company relating to financial and strategic matters. He was a consultant at
the time the shares were transferred to him. The Company believes that Eriksson
did not perform in accordance with the consulting agreement. Subsequently,
Eriksson had transferred all of these shares to third parties. Proceedings in
this case began on November 27, 2000. One of those third parties, Tiger Lewis,
has returned the shares transferred to them (82,500 shares). McConkie, another
third party recipient of 50,000 shares had sued the Company so that he can
further transfer the shares. A tri-parte agreement has been reached whereby the
shares would be returned to the Company upon payment of $6,187.50. That payment,
final settlement and return of shares to the Company occurred on or about
December 12, 2002.
-YP.Net v. Wolfson Maricopa County Superior Court CV2000-021152 (385,716 shares
of common stock) On July 28, 1999, Wolfson was hired as a consultant to the
Company relating to financial and strategic matters. He was a consultant at the
time the shares were transferred to him. The Company believes that Wolfson did
not perform in accordance with the consulting agreement. After agreeing to
return the shares and filing a settlement agreement in court, Wolfson
transferred these shares to an undisclosed third party. Proceedings in this case
began on November 27, 2000. Presently,in settlement negotiations, Wolfson has
agreed to provide the name of the third party and to negotiate the return of the
shares to the Company. The shares have not yet been returned.
-YP.Net v. Anderson Maricopa County Superior Court CV2000-021153 (250,000 shares
of common stock) On July 28, 1999, Anderson was hired as a consultant to the
Company relating to financial and strategic matters. She was a consultant at the
time the shares were transferred to her. The Company believes that Anderson did
not perform in accordance with the consulting agreement. Proceedings in this
case began on November 27, 2000. On June 10, 2002, the Company obtained judgment
in its favor rescinding the original contract and all of the shares have been
awarded to the Company. The shares are in the process of being transferred by
the transfer agent.
-YP.Net v. Pamela J. Thompson et al. Maricopa County Superior Court
CV2002-010117 On May 29th, 2002 the Company filed suit against Pamela J.
Thompson, former CFO and related parties ("Thompson") in the Superior Court of
Arizona alleging, among other things, that Thompson removed Company property
without authorization and misappropriated Company funds. On July 10th, 2002, the
Court issued a Temporary Restraining Order against Thompson enjoining them from
disclosing or disseminating the Company's trade secrets, financial or
confidential information and interfering in the Company's contractual
obligations or contracts of the Company. The Company is seeking the return of
the misappropriated funds and the Company property removed without authorization
as well as the repayment of loans outstanding to the Company. The Company is
also seeking punitive damages, attorney fees and compensatory damages. Discovery
in the case is ongoing.
The Company had made a demand for arbitration against a former billing Company
for the return of funds that the Company alleged was wrongfully withheld from
payments by them to us. The matter was settled by payment to the Company by the
billing company of $200,000
9
The Company was named as a Defendant in a lawsuit filed by Joseph and Helen Van
Sickle on May 24th, 2002 (CV2002-010296) demanding immediate repayment of a
promissory note for monies loaned to the Company by The Van Sickles. The Van
Sickles claimed the Company owed approximately $500,000, which amount the
Company disputed. A settlement was reached and the case was dismissed with
payment by the Company of $300,000 on October 17th, 2002.
All other matters have been settled or dismissed and no other matters are
pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our annual meeting of shareholders was held on September 20, 2002, and the
following matters where submitted to our shareholders to vote.
1. Resolution for the reelection of directors.
2. Resolution for 2002 Employees', Officers', and Directors' Stock Option Plan.
3. The retention of Epstein, Weber & Conover, P.L.C.as independent public
auditor.
4. The transaction of such other business as may properly come before the
meeting.
The following individuals were elected to serve on our Board of Directors at our
annual meeting of shareholders on September 20, 2002: Angelo Tullo, Gregory B.
Crane, Daniel L.Coury Sr., DeVal Johnson, and Peter Bergmann. See "Directors and
Executive Officers, Promoters, and Control Persons; Compliance with Section
16(A) of the Exchange Act," below.
The firm of Epstein, Weber & Conover, P.L.C. was elected to serve as our
independent auditor for the year ended September 30, 2002.
The tabulation of votes for the foregoing matters was as follows:
1. DIRECTORS
NAME FOR AGAINST ABSTAIN
---- --- ------- -------
ANGELO TULLO 31,220,721 603,534 193,975
GREGORY CRANE 31,220,721 603,534 193,975
DANIEL COURY 31,695,721 138,534 193,575
PETER BERGMAN 31,445,821 378,484 193,975
DEVAL JOHNSON 31,220,821 603,434 193,975
2. 2002 STOCK OPTION PLAN
FOR AGAINST ABSTAIN
--- ------- -------
24,187,154 1,022,305 6,811,271
3. RETENTION OF EPSTEIN, WEBER & CONOVER, P.L.C.
FOR AGAINST ABSTAIN
--- ------- -------
31,469,603 490,150 58,474
No other business was brought before the shareholders.
10
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
OUR COMMON STOCK
Our common stock is traded in the over-the-counter market under the symbol
"YPNT."
The following table sets forth the quarterly high and low bid prices per share
for the common stock by the National Quotation Bureau for the last two Fiscal
YearsThe quotes represent inter-dealer quotations, without adjustment for
retail mark-up, markdown or commission and may not represent actual
transactions.
FISCAL YEAR QUARTER ENDED HIGH LOW
----------- ------------------------ ----- -----
2001 December 31, 2000 $.22 $.21
March 31, 2001 $.45 $.20
June 30, 2001 $.23 $.18
September 30, 2001 $.17 $.10
2002 December 31, 2001 $.23 $.06
March 31, 2002 $.37 $.12
June 30, 2002 $.20 $.05
September 30, 2002 $.11 $.05
On January 7 , 2003, there were 525 shareholders of record of our common stock.
The transfer agent for our common stock is Continental Stock Transfer and Trust
in New York City, New York.
Our Preferred Stock
During the year ended September 30, 2002, the Company created a new series of
capital stock, the Series E Convertible Preferred Stock (See Footnote 9 to
the financial statements).
During the year ended September 30, 2002, pursuant to an existing tender
offer, holders of 131,840 shares of the Company's common stock exchanged
said shares for an equal number of the Series E Convertible Preferred
shares, at the then $0.085 market value of the common stock. As of
September 30, 2002, the liquidation preference value of the outstanding
Series E Convertible Preferred Stock was $39,552, and dividends totaling
$494 had been accrued and paid associated with said shares
DIVIDEND POLICY
The Company has one class of outstanding Preferred Stock. The Series E preferred
shares have a dividend of $0.015 per year, payable quarterly, and a liquidation
preference of $0.30 per share. There are 131,840 shares of outstanding Series E
preferred stock.
Under Nevada law, dividends on the Company's common stock may only be paid out
of net profits. Prior to our acquisition of Telco, no significant revenue had
been generated. We have not paid, cash dividends on our common stock. The
current policy of the Board of Directors is to retain a substantial portion of
earnings to provide funds for operation and expansion of our business. The
declaration of dividends is subject to the discretion of the Board of Directors,
which may consider such factors as our results of operations, financial
condition, capital needs and acquisition strategies, among others.
11
SALES OF UNREGISTERED SECURITIES
During Fiscal 2002, we issued 50,000 shares of our common stock at a value of
$0.09 per share to a marketing consultant for services rendered and 50,000
shares to Peter Bergmann for his services as a Director. Each of these sales
were made pursuant to Section 4(2) under the Securities Act of 1933, to
accredited investors.
During an offering period ending May 31, 2002, we exchanged an aggregate of
131,840 shares of series E preferred stock for an equal number of shares of
common stock. An aggregate of 29 shareholders participated in the exchange offer
which was exempt from registration pursuant to section 3(a)(9) under the
Securities Act of 1933.
Subsequent to September 30,2002, the Company issued the following shares:
- 4,000,000 shares (value of $300,000) to Sunbelt Financial Concepts,
Inc. ("Sunbelt"), for services provided to the Company. Angelo Tullo,
the Company's CEO and Chairman, is President of Sunbelt;
- 1,000,000 shares (value of $75,000) to Advertising Management and
Consulting Services, Inc. ("AMCS") for services rendered to the
Company. Greg Crane, Company's Vice President of Marketing and a
Director, is President of AMCS;
- 1,000,000 shares (value of $75,000) to Advanced Internet Marketing,
Inc.("AIM") for services rendered to the Company. DeVal Johnson, the
Company's Secretary and Director is President of AIM;and
- 50,000 shares (value of $3,750) to David J. Iannini, the Company's
CFO, for services rendered as such.
The restricted shares were issued based upon the average bid and ask prices at
the time of issuance ($0.075 per share) and were issued in reliance on the
exemption from registration provided by Section 4 (2) of the Securities Act.
Each of the foregoing parties was a sophisticated and accredited investor who
had complete access to financial and other information related to the Company.
The representative of each of the foregoing entities is either an officer or
director of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
12
OVERVIEW
We provide Internet-based yellow page listing services on our YP.Net website. We
acquired Telco Billing, Inc. in June 1999 as a wholly owned subsidiary, and, as
a result of this acquisition, changed our primary business focus to become an
electronic yellow page directory service. Our website enables users to search
for yellow page listings in the United States. We charge our customers for a
Preferred Listing of their businesses on searches conducted by consumers on our
website.
The Company was originally incorporated in Nevada in 1996 as Renaissance Center,
Inc. Renaissance Center and Nuclear Corporation merged in 1997. Our articles of
incorporation were restated in July 1997 and our name was changed to Renaissance
International Group, Ltd. Our name was subsequently changed to RIGL Corporation
in July 1998. With the acquisition of Telco and shift of the focus of our
business, our corporate name was again changed to YP.Net, Inc., effective
October 1, 1999. The new name was chosen to reflect our focus on Internet-based
yellow page services.
In order to ensure the accuracy and completeness of the Company's financial
information in May, 2002, the independent members of the Company's Board of
Directors engaged the services of Jerrold Pierce, the former Senior Special
Agent of the Criminal Investigations Division of the Internal Revenue Service
for seven western states. Mr. Pierce performs unannounced inspections of the
Company's financial records at least once every quarter. Mr. Pierce reports his
findings directly to the independent members of the Board, and to the Board in
its entirety. To date, Mr. Pierce has found no irregularities with current
management
RESULTS OF OPERATIONS
Fiscal Year End September 30, 2002 Compared to Fiscal Year End September 30,
2001.
Revenue for the year ended September 30, 2002 ("Fiscal 2002") was $13,232,743
compared to $13,501,966 for the year ended September 30, 2001 ("Fiscal 2001").
The decrease in revenue is principally the result of a change in revenue
recognition on direct billings. In Fiscal 2002, revenue on direct billings was
recognized only as cash was collected in order to be more conservative. In
Fiscal 2001, direct revenue was recognized upon providing the Preferred Listing
service and a reserve against such revenues was established in accordance with
SAB #101. Management believes that recognizing direct billings as revenue upon
cash collection is more conservative than its previous methodology. Comparing
Fiscal 2002 to Fiscal 2001 revenues using the current revenue recognition
policy, revenue for Fiscal 2002 increased by approximately $1,400,000 compared
to Fiscal 2001 or approximately 12 % .
We utilize direct mailings as our primary marketing program and this program
generates our principal revenue of the Company. Our subscribing customers
increased to 113,565 at September 30, 2002, approximately a 24 % increase for
the fiscal year.
Cost of Services for Fiscal 2002 were $3,811,394 compared to $6,150,085. The
decrease in cost of services is due to a decrease resulting from lower dilution
(ie.unbillable customer phone numbers, customer credits, LEC charge-backs) in
2002 compared to 2001 resulting from the previously mentioned improvement in the
Company's LEC billing filtering process. We have been able to reduce our
dilution expenses with the third party billing companies, as the Company becomes
better able to track its individual subscriber billings and collections, The
Company ceased its relationship with a billing company due to the higher cost of
doing business with this third party biller. The Company reduced its total
billing related expenses by $3,826,000 in the year ended September 30, 2002
primarily due to its ability to challenge dilution charges made by these third
party billers.
General and administrative expenses for Fiscal 2002 were $4,754,665 compared to
$3,987,040 for Fiscal 2001. The increase was principally the result of increased
staffing costs of $953,000 and legal and professional fees of approximately
$182,000. These higher costs were partially offset by lower expense of
consultants and rent expense. The Company added staff in anticipation of adding
an outbound customer service group and to begin performing more of the billing
process in-house.
Sales and marketing expenses for Fiscal 2002 were $963,868 compared to
$688,349 for Fiscal 2001. The increase was principally the result of our
re-instituting our marketing efforts in Fiscal 2002The marketing expenses are
attributed to our direct response marketing, which is our primary source of
attracting new customers. In Fiscal 2001, the Company's management decided to
cease all direct mail marketing efforts until we had entered into a final
settlement agreement with the FTC. In July 2001 we entered into a settlement
agreement and voluntarily complied with the order set forth by the FTC. See our
Form 10-QSB for the period ended June 30, 2001.
Operating income in Fiscal 2002 was $3,121,526 compared to $2,073,066 in Fiscal
2001 representing an increase of approximately 50%. Income before income taxes
was $3,450,489 in Fiscal 2002 and $3,042,728 in Fiscal 2001. Excluding gains on
common shares received and retired under legal settlements (recorded
13
as other income), income before income taxes in Fiscal 2002 was $3,182,814
compared to $1,317,698 in Fiscal 2001, an increase of over 140%. The exclusions
of the settlement gains for comparison purposes is relevant because these
matters are not expected to recur. The increases in both operating income and
income before income taxes were the result of the substantial savings in the
billing company and LEC dilution expenses and lower interest expense due to
lower debt levels in Fiscal 2002. The Company is likely to continue to
experience lower billing expenses as a percentage of revenue but not on the
level of the gains experienced in Fiscal 2002. However, the Company intends to
increase its marketing efforts in the short term resulting in higher marketing
expenses.
The cost of the Yellow-Page.Net URL was capitalized at its cost of $5,000,000.
The URL is amortized on an accelerated basis over the twenty-year term of the
licensing agreement. Amortization expense on the URL was $399,833 for the year
ended September 30, 2002. Annual amortization expense in future years related to
the URL is anticipated to be approximately $200,000-300,000
Interest expense for Fiscal 2002 was $92,341 compared to $571,248 for Fiscal
2001. The decrease in interest expense was a result of decreased debt due to the
repayment of approximately $800,000 of debt in Fiscal 2002.
During the year ended September 30, 2002, the Company structured certain
transactions related to its merger with Telco that allowed the Company to
utilize net operating losses that were previously believed to be unavailable or
limited under the change of control rules of Internal Revenue Code 382. The
deferred income tax asset of $1,471,000 related to these net operating losses
recorded at September 30, 2001, was fully offset by a valuation allowance. That
valuation allowance was eliminated and recognized as a benefit in the year ended
September 30, 2002. Due to these changes, the Company recognized an income tax
benefit of $1,614,716 for the year ended September 30, 2002. At September 30,
2002 the Company has utilized all of its federal and state net operating losses.
Net profits for Fiscal 2002 were $3,696,463 , or $0.08 per share, compared to
$1,812,281, or $.04 per share for Fiscal 2001. The increase in Net income
resulted from the increased subscribing customer count and associated revenue
cited above with a less than corresponding increase in expenses cited above as
well as the usage by the Company of remaining net operating losses which reduced
the income tax provision from the previous fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance increased to $767,108 for Fiscal 2002 from $683,847 for Fiscal
2001. We funded working capital requirements primarily from cash generated from
operating activities and utilized cash in investing activities and financing
activities, primarily through repayments of debt.
Operating Activities. Cash provided by operating activities was $1,158,015 for
Fiscal 2002 compared to $3,880,158 for Fiscal 2001. The principal source of our
operations revenue is from sales of Internet yellow page advertising. The
decrease in cash provided from operations resulted from an increase in the
Company's accounts receivable and customer acquisition costs due to the
increased subscribing customer count resulting from our marketing solicitation
program.
Investing Activities. Cash used by investing activities was $244,077 for Fiscal
2002 compared to $165,672 for Fiscal 2001. We purchased $77,632 of computer
equipment in Fiscal 2002 compared to $28,520 of computer equipment in Fiscal
2001. Increased computer purchases in Fiscal 2002 resulted from growth in the
customer base in Fiscal 2002 and in preparation for anticipated future growth in
the customer base.
Financing Activities. Cash flows used from financing activities were $830,677
for Fiscal 2002 compared to $3,250,252 for Fiscal 2001. We had cash outflow of
approximately $800,000 in Fiscal 2002 relating to the repayment of debt and cash
outflow in Fiscal 2001 resulting from the repayment of our credit facility
relating to Matthew Markson Ltd. of $3,199,452 . During Fiscal 2002, the Company
established a Trade Acceptance Draft program with Actrade Financial Technologies
which enables the Company to borrow up to $150,000 . A trade acceptance draft
("TAD") is a draft signed by the Company made payable to the order of a vendor
providing services to the Company. AcTrade provides payment to the vendor and
collects from the Company the amount advanced to the vendor (plus interest)
under extended payment terms, generally 30,60 or 90 days. When used, the Company
pays a rate of 1% per month of the amount of the TAD. There is no term to the
agreement with Actrade and either party may terminate the agreement at any time.
We incurred debt in the acquisition of the license right to the Yellow-Page.Net
URL. A total of $4,000,000 was borrowed, $2,000,000 from Joseph and Helen
VanSickle, $1,000,000 from shareholders of the Company and $2,000,000 as a Note
from Matthew & Markson Ltd. Management which has dedicated payments in the
amount of $100,000 per month for the payment of the VanSickle note. This note
was paid in full subsequent to year end. Management had also dedicated payments
to the Matthew & Markson note in the amount of $100,000 per month, with the
provision that no payment be made if we have less than 30 days operating capital
reserved, or if we are in an uncured default with any of our lenders. The
original note
14
has been paid in full while a balance of $115,866 remains on another note to
Matthew & Markson. (see "Certain Relationships"). A total of 4,500,000 shares of
our common stock were issued to secure these notes and are held in escrow.
Collections on accounts receivables are received primarily through the billing
service integrators under contract to administer this billing and collection
process. The billing service providers generally do not remit funds until they
are collected. The billing companies maintain holdbacks for refunds and other
uncertainties. Generally, cash is collected and remitted to us over a 90 to 120
day period subsequent to the billing dates. In August 2002, the Company entered
into a new agreement with its primary billing service provider, IGT, whereby
cash is remitted to us on a sixty day timetable beginning November 2002.
We market our products primarily through the use of direct mailers to businesses
throughout the United States. We generally pay for these marketing costs when
incurred and amortize the costs of direct-response advertising on a
straight-line basis over eighteen months. The amortization lives are based on
estimated attrition rates. During Fiscal 2002 we paid $2,258,006 in advertising
and marketing compared to $3,781,485 in Fiscal 2001. Management anticipates the
outlays for direct-response advertising to remain consistent over the next year.
The acquisition of Telco by the Company called for the issuance of
17,000,000 new shares of stock in exchange of the existing shares of Telco.
As part of that agreement, the Company gave the former shareholders the
right to "Put" back to the Company certain shares of stock at a minimum
stock price of 80% of the current trading price with a minimum strike price
of $1.00. The net effect of which was that each of the former Telco
shareholders could require the Company to repurchase shares of stock of the
Company at a minimum cost of $10,000,000. The agreement required the
Company to attain certain market share levels.
A-16
The "Puts" were renegotiated and retired. As part of the renegotiated
settlement, the Company provided a credit facility of up to $10,000,000 to
each of the former Telco shareholders (Mathew & Markson and Morris &
Miller. See Item 11.), collateralized by the stock held by these
shareholders, with interest at least 0.25 points higher than the Company's
average cost of borrowing. Additional covenants warrant that no more that
$1,000,000 can be advanced at any point in time and no advances can be made
in excess with out allowing at least 30 days operating cash reserves or if
the Company is in an uncured default with any of its lenders. At September
30, 2002, the Company had advanced $233,073 under this agreement.
On September 20, 2002, the Company entered into Executive Consulting
Agreements with Sunbelt Financial Concepts Inc. ("Sunbelt"), Advertising
Management and Consulting Services, Inc. ("AMCS") and Advanced Interent
Marketing Inc. ("AIM") relating to the employment of three executive
managers and their respective staffs. (See Certain Relationships and
Related Transactions"). As part of these agreements a Flex Compensation
program was instituted. Under these agreements, each of Sunbelt, AMCS and
AIM may annually draw up to $220,000, $50,000 and $30,000 respectively
subject to sufficient cash on hand at the Company. The amounts are
increased by 10% annually and also contain a Due on Sale Clause, whereby if
there is a change of control of the Company, as defined, then the
respective agreements allows each to receive the greater of 30% of the
amounts due under the respective agreements or 12 months worth of fees.
FUTURE OUTLOOK
For fiscal year 2003 we expect to continue our customer satisfaction program
whereby we contact our existing customers for their many Mini-Webpage(TM)
information and to develop and market new products. We also are generating a new
revenue source to provide customer service and technical services to related and
industry entities. We presently have agreements with Dial-Up Services, Inc. (dba
Simple.Net) to provide both customer and technical services. Simple.Net is an
Internet service provider ("ISP") beneficially owned by a director (Deval
Johnson) of the Company. SN charges the Company's customers $2.50 per month for
internet access. (See Footnote 12 to the financial statements).
We have offered our customers Internet access services and are currently gaining
customers weekly. Our dial-up ISP backbone provider is Simple.Net. Under our
current provider's network, over 65 percent of the US's population has the
ability to dial to a local point of presence. The remaining population will be
allowed access through an 800 number solution. This revenue stream will prove
vital in expanding our ability to reach various customer needs.
Our future success will depend on our ability to integrate continually and
distribute information services of broad appeal. Our ability to maintain our
relationships with content providers and to build new relationships with
additional content providers is critical to our marketing plan.
FACTORS WHICH MAY AFFECT FUTURE OPERATING RESULTS
Set forth below and elsewhere in this Annual Report and in the other documents
we file with SEC, including the most recent Form 10-QSB, are risks and
uncertainties that could cause actual results to differ materially from the
results contemplated by the forward-looking statements contained in the Annual
Report.
GROSS MARGINS MAY DECLINE OVER TIME: We expect that gross margins may be
adversely affected because we have determined that profit margins from the
electronic yellow pages offerings that we have profited from in the past have
fluctuated. We have experienced a decrease in revenue from the LEC from the
effects of the Competitive Local Exchange Carriers (CLEC) that are participating
in providing local telephone services to customers. We have begun to address
this problem and we are implementing data filters to reduce the effects of the
CLEC's. We have also sought other billing methods to reduce the adverse effects
of the CLEC billings. These other billing methods may be cheaper or more
expensive than our current LEC billing and we have not yet determined if they
will be less or more effective. We continue to look for profitable Internet
opportunities; however there are no assurances that we will be successful, and
presently we have no acquisitions in progress.
15
DEPENDENCE ON KEY PERSONNEL: Our performance is substantially dependant on the
performance of our executive officers and other key employees and our ability to
attract, train, retain and motivate high quality personnel, especially highly
qualified technical and managerial personnel. The loss of services of any
executive officers or key employees could have a material adverse effect on our
business, results of operations or financial condition. Competition for talented
personnel is intense, and there is no assurance that we will be able to continue
to attract, train, retain or motivate other highly qualified technical and
managerial personnel in the future.
Since our Growth Rate may slow, operating results for a particular quarter are
difficult to predict: We expect that in the future, our net sales may grow at a
slower rate on a quarter-to-quarter basis than experienced in previous periods.
This may be a direct cause of the projected changes to our direct marketing
Pieces. See "MARKETING," above. As a consequence, operating results for a
particular quarter are extremely difficult to predict. Our ability to meet
financial expectations could be hampered if we are unable to correct the billing
through the CLEC markets seen in the fourth quarter continue in the future.
Additionally, in response to customer demand, we continue to attempt develop new
products to reduce our customer attrition rates.
REGULATORY ENVIRONMENT. Existing laws and regulations and any future
regulation may have a material adverse effect on our business. These effects
could include substantial liability including fines and criminal penalties,
preclusion from offering certain products or services and the prevention or
limitation of certain marketing practices. As a result of such changes, our
ability to increase our business through Internet usage could also be
substantially limited.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
YP.NET, INC.
TABLE OF CONTENTS
--------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT A-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheet at September 30, 2002 A-3
Consolidated Statements of Operations for the years ended
September 30, 2002 and September 30, 2001 A-4
Consolidated Statements of Stockholders' Equity for the
years ended September 30, 2002 and September 30, 2001 A-5
Consolidated Statements of Cash Flows for the
years ended September 30, 2002 and September 30, 2001 A-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A-9
16
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Stockholders and Board of Directors of
YP.Net, Inc.:
We have audited the accompanying consolidated balance sheet of YP.Net, Inc. as
of September 30, 2002 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two years in the period
ended September 30, 2002. 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 generally accepted auditing
standards. 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 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 YP.Net,
Inc. as of September 30, 2002, and the consolidated results of its operations
and cash flows for each of the two years in the period ended September 30, 2002,
in conformity with generally accepted accounting principles.
/s/ EPSTEIN, WEBER & CONOVER, P.L.C.
Scottsdale, Arizona
December 2, 2002
A-2
YP.NET, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002
--------------------------------------------------------------------------------------------
ASSETS:
CURRENT ASSETS
Cash and cash equivalents $ 767,108
Accounts receivable, net 3,561,808
Prepaid expenses and other current assets 64,211
------------
Total current assets 4,393,127
ACCOUNTS RECEIVABLE - long term portion 513,485
CUSTOMER ACQUISITION COSTS, net of accumulated amortization
of $718,594 1,418,227
PROPERTY AND EQUIPMENT, net 274,459
DEPOSITS AND OTHER ASSETS 150,725
INTELLECTUAL PROPERTY- URL, net of accumulated
amortization of $1,481,148 3,578,542
ADVANCES TO AFFILIATES 233,073
------------
TOTAL ASSETS $10,561,638
============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 195,396
Accrued liabilities 182,797
Notes payable - current portion 352,362
Deferred income taxes 87,221
Income taxes payable 486,243
------------
Total current liabilities 1,304,019
NOTES PAYABLE - long-term portion 115,866
DEFERRED INCOME TAXES 5,921
------------
Total liabilities 1,425,806
------------
STOCKHOLDERS' EQUITY:
Series E convertible preferred stock, $.001 par value, 200,000 shares
authorized, 131,840 issued and outstanding, liquidation preference $39,552 11,206
Common stock, $.001 par value, 50,000,000 shares authorized,
43,531,840 issued and outstanding 43,532
Paid in capital 4,287,207
Treasury stock at cost (171,422)
Retained earnings 4,965,309
------------
Total stockholders' equity 9,135,832
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,561,638
============
The accompanying notes are an integral part of these consolidated financial
statements.
A-3
YP.NET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
----------------------------------------------------------------------------
2002 2001
------------ ------------
NET REVENUES $13,232,743 $13,501,966
------------ ------------
OPERATING EXPENSES:
Cost of services 3,811,394 6,150,085
General and administrative expenses 4,754,665 3,987,040
Sales and marketing expenses 963,868 688,349
Depreciation and amortization 581,290 603,426
------------ ------------
Total operating expenses 10,111,217 11,428,900
------------ ------------
OPERATING INCOME 3,121,526 2,073,066
------------ ------------
OTHER (INCOME) AND EXPENSES
Interest expense and other financing costs 92,341 571,248
Interest income (17,682) (7,342)
Other Income (403,622) (1,533,568)
------------ ------------
Total other expense (328,963) (969,662)
------------ ------------
INCOME BEFORE INCOME TAXES 3,450,489 3,042,728
INCOME TAX PROVISION (BENEFIT) (245,974) 1,230,447
------------ ------------
NET INCOME $ 3,696,463 $ 1,812,281
============ ============
NET INCOME PER SHARE:
Basic $ 0.08 $ 0.04
============ ============
Diluted $ 0.08 $ 0.04
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 43,745,045 40,623,126
============ ============
Diluted 43,745,045 40,623,126
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
A-4
YP.NET, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK PREFERRED A TREASURY PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT STOCK CAPITAL EARNINGS
----------- -------- ----------- -------- ---------- ------------ -----------
BALANCE OCTOBER 1, 2000 40,560,464 $40,561 1,500,000 $ 1,500 $ (69,822) $ 5,769,113 $ (542,941)
Common stock issued for
consulting services 850,000 850 147,950
Common stock received and retired
under legal settlements (1,596,784) (1,597) (1,723,433)
Common stock issued for extension
on debt 4,000,000 4,000 356,000
Cancellation of preferred stock (1,500,000) (1,500)
Purchase of treasury stock (101,600)
Value of commom stock warrants issued 7,176
Net income 1,812,281
----------- -------- ----------- -------- ---------- ------------ -----------
BALANCE
SEPTEMBER 30, 2001 43,813,680 $43,814 - $ - $(171,422) $ 4,556,806 $1,269,340
=========== ======== =========== ======== ========== ============ ===========
A-5
TOTAL
------------
BALANCE OCTOBER 1, 2000 $ 5,198,411
Common stock issued for
consulting services 148,800
Common stock received and retired
under legal settlements (1,725,030)
Common stock issued for extension
on debt 360,000
Cancellation of preferred stock (1,500)
Purchase of treasury stock (101,600)
Value of commom stock warrants issued 7,176
Net income 1,812,281
BALANCE
SEPTEMBER 30, 2001 $ 5,698,538
============
(CONTINUED)
The accompanying notes are an integral part of these consolidated financial
statements
A-6
YP.NET, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001 (CONTINUED)
---------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK PREFERRED E TREASURY PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT STOCK CAPITAL EARNINGS TOTAL
----------- -------- ------- ------- ---------- ----------- ----------- -----------
BALANCE OCTOBER 1, 2001 43,813,680 $43,814 - $ - $(171,422) $4,556,806 $1,269,340 $5,698,538
Common stock issued for
services 100,000 100 8,900 9,000
Common stock received and retired
under legal settlements (250,000) (250) (267,425) (267,675)
Series E preferred stock issued
in exchange for common shares (131,840) (132) 131,840 11,206 (11,074) -
Series E preferred stock dividends (494) (494)
Net income 3,696,463 3,696,463
----------- -------- ------- ------- ---------- ----------- ----------- -----------
BALANCE
SEPTEMBER 30, 2002 43,531,840 $43,532 131,840 $11,206 $(171,422) $4,287,207 $4,965,309 $9,135,832
=========== ======== ======= ======= ========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements
A-7
YP.NET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: 2002 2001
------------ ------------
Net income $ 3,696,463 $ 1,812,281
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 581,290 603,426
Issuance of common stock as compensation for services 9,000 148,800
Penalties related to acquisition debt paid
by issuance of debt, warrants and stock - 917,967
Non-cash income recognized on return of common stock related
to legal settlements (267,675) (1,725,030)
Deferred income taxes 490,101 268,556
Provision for uncollectible accounts 1,375,226 (760,859)
Changes in assets and liabilities:
Accounts receivable (2,580,410) 1,617,467
Customer acquisition costs (1,224,983) 37,654
Prepaid and other current assets (44,042) 79,060
Deposits and other assets (127,438) (11,500)
Accounts payable (119,511) 161,089
Accrued liabilities 106,069 (230,644)
Income taxes payable (736,075) 961,891
------------ ------------
Net cash provided by operating activities 1,158,015 3,880,158
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances made to affiliate (116,757) (137,152)
Expenditures for intellectual property (49,688) -
Purchases of equipment (77,632) (28,520)
------------ ------------
Net cash used for investing activities (244,077) (165,672)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on borrowings from line of credit - (1,577,547)
Principal repayments on notes payable (830,677) (1,621,905)
Purchase of treasury stock - (50,800)
------------ ------------
Net cash used for financing activities (830,677) (3,250,252)
------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS 83,261 464,234
CASH AND CASH EQUIVALENTS, beginning of year 683,847 219,613
------------ ------------
CASH AND CASH EQUIVALENTS, end of year $ 767,108 $ 683,847
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
A-8
YP.NET, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS, (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
-----------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION:
2002 2001
------- --------
Interest Paid $99,541 $421,013
======= ========
Income taxes paid $ -0- $ -0-
======= ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
2002 2001
------- --------
Common stock issued for services $ 9,000 $148,800
======= ========
Note payable issued in payment of debt extension fee $ -0- $550,791
======= ========
Value of common stock issued as payment of debt
extension fee $ -0- $360,000
======= ========
Common stock exchanged for Series E Convertible
Preferred Stock $11,206 $ -0-
======= ========
Liability incurred for purchase of treasury stock $ -0- $ 50,800
======= ========
The accompanying notes are an integral part of these consolidated financial
statements.
A-9
YP.NET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------
1. ORGANIZATION AND BASIS OF PRESENTATION
YP.Net, Inc. (the "Company"), formally RIGL Corporation, had previously
attempted to develop software solutions for medical practice billing and
administration. The Company had made acquisitions of companies performing
medical practice billing services as test sites for its software and as
business opportunities. The Company was not successful in implementing its
medical practice billing and administration software products and looked to
other business opportunities. The Company acquired Telco Billing Inc.
("Telco") in June 1999, through the issuance of 17,000,000 shares of the
Company's common stock. Prior to its acquisition of Telco, RIGL had not
generated significant or sufficient revenue from planned operations.
Telco was formed in April 1998, to provide advertising and directory
listings for businesses on its Internet web site in a "Yellow Page" format.
-----------
Telco provides those services to its subscribers for a monthly fee. These
services are provided primarily to businesses throughout the United States.
Telco became a wholly owned subsidiary of YP.Net, Inc. after the June 16,
1999 acquisition.
At the time that the transaction was agreed to, the Company had 12,567,770
common shares issued and outstanding. As a result of the merger transaction
with Telco, there were 29,567,770 common shares outstanding, and the former
Telco stockholders held approximately 57% of the Company's voting stock.
For financial accounting purposes, the acquisition was a reverse
acquisition of the Company by Telco, under the purchase method of
accounting, and was treated as a recapitalization with Telco as the
acquirer. Consistent with reverse acquisition accounting: (i) all of
Telco's assets, liabilities, and accumulated deficit were reflected at
their combined historical cost (as the accounting acquirer) and (ii) the
preexisting outstanding shares of the Company (the accounting acquiree)
were reflected at their net asset value as if issued on June 16, 1999.
The accompanying financial statements represent the consolidated financial
position and results of operations of the Company and include the accounts
and results of operations of the Company and Telco, its wholly owned
subsidiary, for the years ended September 30, 2002 and September 30, 2001.
Certain reclassifications have been made to the September 30, 2001 balances
to conform to the 2002 presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents: This includes all short-term highly liquid
--------------------------
investments that are readily convertible to known amounts of cash and have
original maturities of three months or less. At times cash deposits may
exceed government insured limits. At September 30, 2002, cash deposits
exceeded those insured limits by $563,000.
Principles of Consolidation: The consolidated financial statements include
---------------------------
the accounts of the Company and its wholly owned subsidiary, Telco Billing,
Inc. All significant intercompany accounts and transactions are eliminated.
Customer Acquisition Costs: These costs represent the direct response
--------------------------
marketing costs that are incurred as the primary method by which customers
subscribe to the Company's services. The Company purchases mailing lists
and sends advertising materials to prospective subscribers from those
lists. Customers subscribe to the services by positively responding to
those advertising materials which serve as the contract for the
subscription. The Company capitalizes and amortizes the costs of
direct-response advertising on a straight-line basis over eighteen months,
the estimated average period of retention for new customers. The Company
capitalized costs of $1,941,000 and $575,000 during the years ended
September 30, 2002 and 2001 respectively. The Company amortized $719,000
and $613,000, respectively, of these capitalized costs during the years
ended September 30, 2002 and 2001.
The Company also incurs advertising costs that are not considered
direct-response advertising. These other advertising costs are expensed
when incurred. These advertising expenses were $245,000 and $75,000 for the
years ended September 30, 2002 and 2001 respectively.
A-10
Property and Equipment: Property and equipment is stated at cost less
-----------------------
accumulated depreciation. Depreciation is recorded on a straight-line basis
over the estimated useful lives of the assets ranging from 3 to 5 years.
Depreciation expense was $178,058 and $156,343 for the years ended
September 30, 2002 and 2001 respectively.
Revenue Recognition: The Company's revenue is generated by customer
-------------------
subscriptions of directory and advertising services. Revenue is billed and
recognized monthly for services subscribed in that specific month. The
Company utilizes outside billing companies to transmit billing data, much
of which is forwarded to Local Exchange Carriers ("LEC's") that provide
local telephone service. Monthly subscription billings are generally
included on the telephone bills of the customers. Due to billings submitted
by the Company being subject to adjustment by the billing companies and the
LEC's, the Company recognizes revenue based on net billings accepted by the
LEC's. Due to the periods of time for which adjustments may be reported by
the LEC's and the billing companies, the Company estimates and accrues for
dilution and fees reported subsequent to year-end for initial billings
related to services provided for periods within the fiscal year. Revenues
generated under billings through the LEC's were approximately $12,311,000
and $13,005,000 for the fiscal years ended September 30, 2002 and September
30, 2001 respectively.
Revenue for billings to certain customers whom are billed directly by the
Company and not through the LEC's, is recognized based on estimated future
collections. Collections under this billing process have historically been
poor. Monthly direct bill subscription fee revenue is recognized as earned
within the month for which the service is provided. However, these monthly
billings are adjusted to take into consideration the poor collection
experience. The Company continuously reviews this estimate for
reasonableness based on its collection experience. Revenues generated under
direct billings were $651,000 and $529,000 for the years ended September
30, 2002 and 2001 respectively.
Income Taxes: The Company provides for income taxes based on the provisions
------------
of Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes, which, among other things, requires that recognition of
deferred income taxes be measured by the provisions of enacted tax laws in
effect at the date of financial statements.
Financial Instruments: Financial instruments consist primarily of cash,
---------------------
accounts receivable, and obligations under accounts payable, accrued
expenses and notes payable. The carrying amounts of cash, accounts
receivable, accounts payable, accrued expenses and notes payable
approximate fair value because of the short maturity of those instruments.
The Company has applied certain assumptions in estimating these fair
values. The use of different assumptions or methodologies may have a
material effect on the estimates of fair values.
Net Income Per Share: Net income per share is calculated using the weighted
--------------------
average number of shares of common stock outstanding during the year. The
Company has adopted the provisions of SFAS No. 128, Earnings Per Share.
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 and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Significant estimates made in connection with the accompanying financial
statements include the estimate of dilution and fees associated with LEC
billings and the estimated reserve for doubtful accounts receivable.
Stock-Based Compensation: Statements of Financial Accounting Standards No.
------------------------
123, Accounting for Stock-Based Compensation, ("SFAS 123") established
accounting and disclosure requirements using a fair-value based method of
accounting for stock-based employee compensation. In accordance with SFAS
123, the Company has elected to continue accounting for stock based
compensation using the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." The proforma effect of the fair value method is discussed in
Note 15.
Impairment of Long-lived Assets: The Company assesses long-lived assets for
-------------------------------
impairment in accordance with the provisions of SFAS 121,Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of.SFAS 121 requires that the Company assess the value of a long-lived
asset whenever there is an indication that its carrying amount may not be
recoverable. Recoverability of the asset is determined by comparing the
forecasted undiscounted cash flows generated by said asset to its carrying
value. The amount of impairment loss, if any, is measured as the difference
between the net book value of the asset and its estimated fair value.
Recently Issued Accounting Pronouncements: In June 2001, the Financial
-----------------------------------------
Accounting Standards Board (the FASB) issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. The
Company will be required to adopt SFAS No. 142 at the beginning of its 2003
fiscal year. The Company is currently reviewing the impact of adoption of
SFAS 142, but does not believe the adoption of such will have a material
effect on the financial position and results of operations of the Company.
A-11
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations. The Company is
currently reviewing the impact of adoption of SFAS 143, but does not
believe the adoption of such will have a material effect on the financial
position and results of operations of the Company.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. The Company will be required to adopt
SFAS No. 144 at the beginning of its 2003 fiscal year. SFAS No. 144
supersedes SFAS 121, but carries over most of its general guidance. The
Company is currently reviewing the impact of adoption of SFAS 144, but does
not believe the adoption of such will have a material effect on the
financial position and results of operations of the Company. However, the
provisions of SFAS will be applied to long-lived assets such as the URL.
3. ACCOUNTS RECEIVABLE
The Company provides billing information to third party billing companies
for the majority of its monthly billings. Billings submitted are sorted and
analyzed for accuracy and completeness ("filtered") by these billing
companies and the LEC's. Net accepted billings are recognized as revenue
and accounts receivable. The billing companies remit payments to the
Company on the basis of cash ultimately received from the LEC's by those
billing companies. The billing companies and LEC's charge fees for their
services which are netted against the gross accounts receivable balance.
The billing companies also apply holdbacks to the remittances for
potentially uncollectible accounts. These dilution amounts will vary due to
numerous factors and the Company may not be certain as to the actual
amounts of dilution on any specific billing submittal until several months
after that submittal. The Company estimates the amount of these charges and
holdbacks based on historical experience and subsequent information
received from the billing companies. The Company also estimates
uncollectible account balances and provides an allowance for such
estimates. The billing companies retain certain holdbacks that may not be
collected by the Company for a period extending beyond one year. These
balances have been classified as long-term assets in the accompanying
balance sheet.
The Company experiences significant dilution of its gross billings by the
billing companies. The Company negotiates collections with the billing
companies on the basis of the contracted terms and historical experience.
The Company's cash flow may be affected by holdbacks, fees, and other
matters which are determined by the LEC's and the billing companies.
The Company entered into a customer billing service agreement with
Integretel, Inc. Integretel provides the majority of the Company's
billings, collections, and related services. The net receivable due from
Integretel at September 30, 2002 was $3,955,218, including an allowance for
doubtful accounts of $1,695,093.
At September 30, 2002, the Company still had certain amounts due from
Enhanced Services Billing, Inc. (ESBI). In prior years, ESBI provided
billing and collection services very similar to Integretel, discussed
above, but was gradually phased out during the year. The receivable due
from ESBI at September 30, 2002 of $154,037 has been fully reserved as
collectibility of the remaining amount is doubtful.
Subscription receivables that are directly billed by the Company are valued
and reported at the estimated future collection amount. Determining the
expected collections requires an estimation of both uncollectible accounts
and returns and allowances. The net subscriptions receivable at September
30, 2002 was $108,659.
Gross accounts receivable and the aggregate related allowance was
$5,944,422 and $1,869,129 at September 30, 2002. The following allowances
on accounts receivable existed at September 30, 2002:
Allowance for doubtful accounts $ 1,034,899
Allowance for billing company holdbacks 545,608
Allowance for LEC holdbacks 288,622
Total $ 1,869,129
===========
The Company expensed billing fees to the LEC's and third party billing
companies of $1,718,573 and $5,544,906 for the years ended September 30,
2002 and 2001 respectively.
A-12
4. INTELLECTUAL PROPERTY
In connection with the Company's acquisition of Telco, the Company was
required to provide accelerated payment of license fees for the use of the
Internet domain name or Universal Resource Locator (URL) Yellow-page. net.
----------------
Telco had previously entered into a 20-year license agreement for the use
of the URL with one of its two 50% stockholders. The original license
agreement required annual payments of $400,000. However, the agreement
stated that upon a change in control of Telco, a $5,000,000 accelerated
payment is required to maintain the rights under the licensing agreement.
The URL holder agreed to discount the accelerated payments from $8,000,000
to $5,000,000 at the time of the acquisition. The Company agreed to make
that payment upon effecting the acquisition of Telco.
The Company made a $3,000,000 cash payment and issued a note payable for
$2,000,000 to acquire the licensing rights of the URL. The Company also
issued 2,000,000 shares of its common stock to be held as collateral on the
note. The note payable was originally due on July 15, 1999. The Company
failed to make the $2,000,000 payment when due. The repayment terms were
renegotiated to extend the due date to January 15, 2000. The Company was
required to pay an extension fee of $200,000 at that time. The Company
again renegotiated the repayment terms on April 26, 2000, to a demand note,
with monthly installments of $100,000, subject to all operating
requirements, which, management believes, have subsequently been met by the
Company.
In the year ended September 30, 2001, the former URL holder claimed that it
was due additional amounts for the prior loan extensions. The Company
reached a settlement with the former URL holder that required the Company
to issue to the former URL holder, 4,000,000 shares of the Company's common
stock, warrants to purchase 500,000 shares of the Company's common stock
and a note payable for $550,000. The Company recorded an expense of
approximately $917,000 related to the settlement representing the principal
amount of the note payable, $360,000 as the fair value of the 4,000,000
common shares and $7,176 as the fair value of the warrants. The value of
the common stock was determined on the basis of the quoted trading price of
the shares on the date of the agreement. The fair value of the warrants was
determined on the using the Black-Scholes option pricing model.
The URL is recorded at its cost net of accumulated amortization. Management
believes that the Company's business is dependent on its ability to utilize
this URL given the recognition of the Yellow page term. Also, its current
-----------
customer base relies on the recognition of this term and URL as a basis for
maintaining the subscriptions to the Company's service. Management believes
that the current revenue and cash flow generated through use of
Yellow-page.net supports the carrying of the asset. The Company
---------------
periodically analyzes the carrying value of this asset to determine if
impairment has occurred. No such impairments were identified during the
year ended September 30, 2002. The URL is amortized on an accelerated basis
over the twenty-year term of the licensing agreement. Amortization expense
on the URL was $403,232 and $471,667 for the years ended September 30, 2002
and 2001 respectively.
5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at September 30, 2002:
Leasehold improvements $ 332,492
Furnishings and fixtures 108,629
Office and computer equipment 256,588
----------
Total 697,709
Less accumulated depreciation (423,250)
----------
Property and equipment, net $ 274,459
==========
The Company has provided certain office equipment and leasehold
improvements to an affiliated entity at no cost to that affiliated entity.
This arrangement was made as part of the Company's original default
settlement with the prior owners of the URL discussed in Note 4. The
Company retains title and control of these assets; however, they are not
being used by the Company. The net book value of the office equipment and
leasehold improvements being utilized by the affiliated entity was
approximately $60,000 at September 30, 2002.
6. NOTES PAYABLE AND LINE OF CREDIT
Notes payable at September 30, 2002 are comprised of the following:
Note payable to stockholders, original balance of
2,000,000, interest at 10% per annum. Repayment
terms require monthly installments of $100,000 plus
interest. Due January 11, 2002. Collateralized by
2,000,000 shares of the Company's common stock.
Note was paid off subsequent to September 30, 2002. $205,362
Note payable to former Telco stockholders, original
balance of $550,000, interest at 10.5% per annum.
Repayment terms require monthly installments of
principal and interest of $19,045 beginning December
15, 2002. Stated maturity September 25, 2004.
Collateralized by all assets of the Company. 115,866
Trade acceptance draft, interest at 12.25% per annum,
due November 4, 2002. Collateralized by certain trade
accounts receivable. 147,000
468,228
--------
Less current portion 352,362
Totals $115,866
--------
Subsequent to year-end, the Company settled the outstanding amount due on
the note payable to stockholder resulting in an immaterial gain on
extinguishment.
The note payable to the former Telco stockholders totaled $550,000 at the
beginning of the fiscal year. In accordance with instructions that the
Company received from said stockholders, the Company has made payments to
third parties on behalf of the stockholders and applied those payments as
reductions to the note payable. Said stockholders are not a part of
management or on the Board of Directors of the Company. Payments on the
note were accelerated at the option of the Company. Although the note calls
for monthly payments of $19,045, the Company would not be required to make
another payment until February 2004 under the original repayment provisions
of the note. The full remaining balance of $115,866 is due in the year
ended September 30, 2004.
A-13
The trade acceptance draft is effected similarly to factoring accounts
receivable. The Company enters into separate financing agreements with the
lender for specific accounts receivable.
7. PROVISION FOR 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.
During the year ended September 30, 2002, the Company structured certain
transactions related to its merger with Telco that allowed the Company to
utilize net operating losses that were previously believed to be
unavailable or limited under the change of control rules of Internal
Revenue Code 382. The deferred income tax asset of $1,471,000 related to
these net operating losses recorded at September 30, 2001, was fully offset
by a valuation allowance. That valuation allowance was eliminated and
recognized as a benefit in the year ended September 30, 2002. Due to these
changes, the Company recognized an income tax benefit of $1,614,716 for the
year ended September 30, 2002. At September 30, 2002 the Company has
utilized all of its federal and state net operating losses.
Income taxes for years ended September 30, is summarized as follows:
2002 2001
---------- ----------
Current Provision $ 486,243 $ 961,891
Deferred (Benefit) Provision (732,217) 268,556
---------- ----------
Net income tax provision $(245,974) $1,230,447
========== ==========
A reconciliation of the differences between the effective and statutory
income tax rates for years ended September 30, is as follows:
A-14
2002 2001
---- ----
Federal statutory rates $ 1,173,166 34% $1,034,527 34%
State income taxes 241,534 7% 197,777 6%
Utilization of valuation allowance (1,471,141) (43)% - -
Change in estimate of NOL due to
structuring changes (143,575) (4)% - -
Other (45,958) (1)% (1,857) -
-------------------------------------
Effective rate $ (245,974) (7)% $1,230,447 40%
=====================================
At September 30, 2002, deferred income tax assets totaling $593,984 were
comprised of $494,252 and $99,733 related to differences in book and tax
bases of accounts receivable and intangible assets respectively. During the
year ended September 30, 2002 the valuation allowance was reduced by
$1,471,000. There was no change in the valuation allowance in the year
ended September 30, 2001.
At September 30, 2002 deferred tax liabilities of $687,127 were comprised
of $581,473 and $105,654 related to differences in book and tax bases of
customer acquisition costs and property and equipment respectively.
8. LEASES
The Company leases its office space and certain equipment under long-term
operating leases expiring through fiscal year 2005. Rent expense under
these leases was $145,052 and $175,464 for the years ended September 30,
2002 and 2001, respectively.
Future minimum annual lease payments under operating lease agreements for
years ended September 30 are as follows:
2003 $138,015
2004 42,417
2005 28,278
--------
Total $208,710
========
9. STOCKHOLDERS' EQUITY
Common Stock Issued for Services
--------------------------------
The Company has historically granted shares of its common stock to
officers, directors and consultants as payment for services rendered. The
value of those shares was determined based on the trading value of the
stock at the dates on which the agreements were made for the services.
During the year ended September 30, 2002, the Company issued 100,000 shares
of common stock to officers and directors valued at $9,000.
During the year ended September 30, 2001, the Company issued 850,000 shares
of common stock to officers, directors and consultants valued at $148,800
Common Shares Received and Retired Under Legal Settlements
----------------------------------------------------------
The Company made claims against numerous parties for return of common
shares issued in the fiscal year ended September 30, 1999 to consultants by
former management. Some of these claims resulted in litigation. During the
years ended September 30, 2002 and 2001, the Company settled with seven of
those parties resulting in 250,000 and 1,596,784 shares in 2002 and 2001,
respectively, of the Company's common stock being returned and retired.
These transactions have been recognized as other income of $267,675 and
$1,725,030 in the accompanying statements of operations for the years ended
September 30, 2002 and 2001, respectively. The rescission and return of the
common stock was recorded at the value of the original transactions that
were rescinded, that is, the recorded expense for the original issuance of
the shares was, in effect, reversed in the years ended September 30, 2002
and 2001.
Common Stock Issued for Debt Extension
--------------------------------------
A-15
The former holder of the Yellow-page.net. URL made a claim against the
---------------
Company in the year ended September 30, 2001. The former URL holder claimed
that it was owed $1,000,000 that represented a loan extension fee for an
extension given in 1999. The Company disputed the claim but ultimately
settled with the former URL holder. The settlement agreement required the
Company to pay the former URL holder $550,000, 4,000,000 shares of the
Company's common stock and warrants for and additional 500,000 shares of
the Company's common stock. The Company recorded an expense of
approximately $917,000 related to the settlement representing the principal
amount of the note payable, $360,000 as the fair value of the 4,000,000
common shares and $7,176 as the fair value of the warrants. The value of
the common stock was determined on the basis of the quoted trading price of
the shares on the date of the agreement. The fair value of the warrants was
determined on the using the Black-Scholes option pricing model.
Series E Convertible Preferred Stock
------------------------------------
During the year ended September 30, 2002, the Company created a new series
of capital stock, the Series E Convertible Preferred Stock. The Company
authorized 200,000, $0.001 par value shares. The shares carry a $0.30 per
share liquidation preference and accrue dividends at the rate of 5% per
annum on the liquidation preference per share, payable quarterly from
legally available funds. If such funds are not available, dividends shall
continue to accumulate until they can be paid from legally available funds.
Holders of the preferred shares shall be entitled, after two years from
issuance, to convert them into common shares on a one-to-one basis together
with payment of $0.45 per converted share.
During the year ended September 30, 2002, pursuant to an existing tender
offer, holders of 131,840 shares of the Company's common stock exchanged
said shares for an equal number of the Series E Convertible Preferred
shares, at the then $0.085 market value of the common stock. As of
September 30, 2002, the liquidation preference value of the outstanding
Series E Convertible Preferred Stock was $39,552, and dividends totaling
$494 had been accrued and paid associated with said shares.
Treasury Stock
--------------
During the year ended September 30, 2001, the Company acquired 254,000
shares of its common stock from a single stockholder for $101,600. At
September 30, 2002, there were 3,858,500 shares of stock held in treasury.
Other
-----
The Company granted 1,700,000 shares of Series B preferred stock to certain
employees during the year ended September 30, 1999. The Series B preferred
stock has no stated dividend. The Series B preferred shares were
convertible to common stock at the option of the holder. The shares were
convertible at varying rates depending upon the trading price of the common
stock at the time of conversion. The initial conversion rate was one share
of common for each share of preferred. Conversion may not occur until
certain "trigger events" occur and all rights with respect to the preferred
shares terminate on November 30, 2004. "Trigger events" are defined as
trading prices of the Company's common stock reaching or exceeding $5
through $10 per share and net income reaching or exceeding $5,000,000. No
value was assigned to the preferred shares in the accompanying balance
sheet nor was any compensation expense recognized for the year ended
September 30, 2001, because the preferred shares were not exercisable at
the time of issuances because of the failure of the Company to meet the
"trigger events". Subsequently, management has cancelled the Series B
preferred stock and rescinded those issuances and all shares of the Series
B preferred stock were returned as of September 30, 2001.
10. COMMITMENTS AND CONTINGENCIES
Telco Billing
-------------
The acquisition of Telco by the Company called for the issuance of
17,000,000 new shares of stock in exchange of the existing shares of Telco.
As part of that agreement, the Company gave the former shareholders the
right to "Put" back to the Company certain shares of stock at a minimum
stock price of 80% of the current trading price with a minimum strike price
of $1.00. The net effect of which was that each of the former Telco
shareholders could require the Company to repurchase shares of stock of the
Company at a minimum cost of $10,000,000. The agreement required the
Company to attain certain market share levels.
A-16
The "Puts" were renegotiated and retired. As part of the renegotiated
settlement, the Company provided a credit facility of up to $10,000,000 to
each of the former Telco shareholders (Mathew & Markson and Morris &
Miller), collateralized by the stock held by these shareholders, with
interest at least 0.25 points higher than the Company's average cost of
borrowing. Additional covenants warrant that no more that $1,000,000 can be
advanced at any point in time and no advances can be made in excess with
out allowing at least 30 days operating cash reserves or if the Company is
in an uncured default with any of its lenders. The advance agreement has no
stipulated expiration date. At September 30, 2002, the Company had advanced
$233,073 underthis agreement. The interest rate on these advances was 8% at
September 30,2002. Based on the requirement for 30 days cash reserve, the
Company estimates that the maximum balance that could be drawn under this
agreement at September 30, 2002 is approximately $525,000. At September 30,
2002 ,$233,073 was drawn on the advance agreement.
Billing Service Agreements
--------------------------
The Company has entered into a customer billing service agreement with
Integretel, Inc. (IGT). IGT provides billing and collection and related
services associated to the telecommunications industry. The agreement term
is for two years, automatically renewable in two-year increments unless
appropriate notice to terminate is given by either party. The agreement
will automatically renew on September 1, 2003, unless either party gives
notice of termination 90 days prior to that renewal date. Under the
agreement, IGT bills, collects and remits the proceeds to Telco net of
reserves for bad debts, billing adjustments, telephone company fees and IGT
fees. If either the Company's transaction volume decreases by 25% from the
preceding month, less than 75% of the traffic is billable to major
telephone companies, IGT may at its own discretion increase the reserves
and holdbacks under this agreement. IGT handles all billing information and
collection of receivables. The Company's cash receipts on trade accounts
receivable are dependent upon estimates pertaining to holdbacks and other
factors as determined by IGT. IGT may at its own discretion increase the
reserves and holdbacks under this agreement.
The Company has also entered into an agreement with ACI Billing Services,
Inc. ACI provides billing and collection and related services associated to
the telecommunications industry.
These agreements with the billing companies provide significant control to
the billing companies over cash receipts and ultimate remittances to the
Company. The Company estimates the net realizable value of its accounts
receivable on historical experience and information provided by the billing
companies reflecting holdbacks and reserves taken by the billing companies
and LEC's.
United States Federal Trade Commission (FTC)
--------------------------------------------
The Company was a subject of an FTC investigation pertaining to claims made
of deceptive marketing practices. The Company has reached an agreement with
the FTC requiring the Company to make certain changes to mailing and
promotional materials and notify certain customers that a refund of past
paid service fees is available. The settlement requires the Company to
notify approximately 11,000 customers. Each of those customers may receive
a refund of up to $12.50. At September 30, 2001, the Company accrued
$45,413 which was paid in the year ended September 30, 2002. Management
does not believe that there will be any additional material refunds. The
Company may also be required to pay certain expenses incurred in the FTC
investigation. The Company intends to contest payment of these expenses but
believes that if such is a requirement of any final settlement with the
FTC, the amount could range from $50,000 to $70,000.
11. NET INCOME PER SHARE
Net loss per share is calculated using the weighted average number of
shares of common stock outstanding during the year. Preferred stock
dividends are subtracted from the net income to determine the amount
available to common shareholders. There were $494 and $ 0 preferred stock
dividends in the years ended September 30, 2002 and 2001, respectively.
Warrants to purchase 500,000 shares of common stock were excluded from the
calculation for the year ended September 30, 2002. The exercise price of
those warrants was greater than the trading value of the common stock and
therefore inclusion of such would be anti-dilutive. Also excluded from the
calculation were 131,840 shares of Series E Convertible Preferred Stock
issued during the year ended September 30, 2002, which are considered
anti-dilutive due to the cash payment required by the holders of the
securities at the time of conversion.
A-17
The following presents the computation of basic and diluted loss per share
from continuing operations:
2002 2001
---------- ----------
Per
Income Shares Share Income Shares Per share
----------- ---------- ------ ---------- ---------- ----------
Net Income $3,696,463 $1,812,281
Preferred stock dividends (494) -
----------- ----------
Income available to common
Stockholders $3,695,969 $1,812,281
=========== ==========
BASIC EARNINGS PER SHARE:
Income available to common
stockholders $3,695,969 43,745,045 $ 0.08 $1,812,281 40,623,126 $ 0.04
=========== ====== ========== ==========
Effect of dilutive securities N/A N/A N/A N/A
DILUTED EARNINGS PER SHARE $3,695,969 43,745,045 $ 0.08 $1,812,281 40,623,126 $ 0.04
=========== ====== ========== ==========
12. RELATED PARTY TRANSACTIONS
During the years ended September 30, 2002 and 2001, the Company entered
into the related party transactions with Board members, officers and
affiliated entities as described below:
Directors & Officers
--------------------
Board of Director fees for the years ended September 30, 2002 and 2001 were
$101,120 and $45,000 respectively. The Company also paid entities owned or
controlled by certain board members $147,625 and $147,000 in 2002 and 2001,
respectively, for consulting services other than routine Board duties. At
September 30, 2002, $40,000 of the 2002 amount was accrued but unpaid. The
Company also granted 100,000 shares of common stock to certain directors as
part of their Board of Director fees for the year ended September 30, 2002.
During the year ended September 30, 2002, the Company made loans to its
Chief Executive Officer and its Chief Financial Officer. The Board of
Directors approved the loans as part of the officers' respective
compensation packages. The loans carried an 8% interest rate and were
collateralized by shares of Company common stock owned by the officers'
valued at the greater of $1.00 per share or the current market price of the
shares. The loans to the CEO and CFO totaled approximately $200,000 and
$17,000 respectively. At September 30, 2002, the loan to the CEO was repaid
and a bonus of a similar amount was paid. In May 2002, the CFO resigned.
The Company believes the value of the collateral may not be sufficient to
cover the outstanding loan balance. Thus, the Company has fully reserved
the balance due on the loan.
At September 30, 2002, the Company had advanced $15,000 to its CEO related
to his fiscal 2003 compensation and recorded a corresponding receivable.
This amount will be amortized to compensation expense during the 2003
fiscal year. During the year ended September 30, 2001, the Company paid an
entity controlled by its CEO approximately $158,000 for consulting
services. During the years ended September 30, 2002 and 2001, the Company
paid approximately $70,000 and $67,000, respectively, to an entity owned by
its former CFO for other professional services. During the year ended
September 30, 2002, the Company paid approximately $27,000 to an entity
owned by its former COO for certain consulting services he provided to the
Company subsequent to his June 2002 termination of employment.
Simple.Net, Inc. ("SN")
-----------------------
The Company has contracted with Simple.Net, Inc. ("SN"), an internet
service provider owned by a director of the Company, to provide internet
dial-up and other services to its customers. SN has sold said services to
the Company at below market rate prices from time to time. During the years
ended September 30, 2002 and 2001, the Company paid SN approximately
$55,000 and $68,000, respectively for said services. At September 30, 2002,
$40,963 due SN was accrued in accounts payable.
In addition, SN pays a monthly fee to the Company for technical support and
customer service provided to SN's customers by the Company's employees. The
Company charges SN for these services according to a per customer pricing
formula:
A-18
Customer Service & Management Agreement fees are calculated by number of
customer records of SN multiplied by a base cost of $1.02.
Technical Support fees are calculated by number of customer records of SN
multiplied by a base cost of 60 cents.
For the years ended September 30, 2002 and 2001, the Company recorded
revenues of approximately $300,901 and $22,813, respectively, from SN for
these services.
Prior to July 2002, the Company provided accounting functions to SN for a
$2,500 monthly fee. This arrangement was canceled in July 2002.
The principal stockholders of the Company have provided significant
financing to SN in the form of interest bearing loans. Said stockholders
are not involved in the management of or represented on the boards of the
Company or SN.
Commercial Finance Services d/b/a/ HR Management ("CFS")
--------------------------------------------------------
The Company leases its employees from Commercial Finance Services, Inc.
d/b/a HR Management (CFS). CFS provides factoring and financing services as
well as act as a professional employer organization ("PEO") for small to
mid-sized companies. CFS does not provide any services to the Company,
other than those of a PEO. The majority of the Company's payroll is paid
via CFS. This arrangement allows the Company to offer additional employee
benefits by sharing those costs with other clients of CFS. The Company pays
CFS a monthly fee of $2,800 for payroll and benefit administration.
The majority owner of CFS is Central Account Services, Inc.(CAS). CAS is
partially owned by the Company's primary legal counsel (3% ownership) and
its former CFO (4% ownership). The remaining ownership of CAS is unrelated
to the Company. The principal stockholders of the Company have provided
significant financing to CFS in the form of an interest bearing loan. Said
stockholders are not involved in the management of or represented on the
boards of the Company or SN.
Business Executive Services, Inc.
--------------------------------
The Company has contracted with Business Executive Services, Inc. ("BESI"),
an entity affiliated through certain common management, for processing of
direct mail solicitation, welcome letters, and other customer
communications. BESI subleases a portion of the Company's office space.
The Company pays a base fee of $15,750 per month plus a fee based on a per
mail piece price of $0.015 based on the number of mail pieces prepared and
sent. The floor amount is adjusted quarterly. During the year ended
September 30, 2002, the Company paid $176,149 to BESI related to this
agreement.
A director (Greg Crane) of the Company was employed, through an employee
leasing arrangement, by BESI and received a salary of approximately $2,000
per month from BESI and bonuses in an undetermined amount. Mr. Crane is no
longer employed by BESI. BESI has no ownership in the Company. The Company
paid BESI $90,000 under this arrangement.
Advertising Management & Consulting Services, Inc.
--------------------------------------------------
Advertising Management& Consulting Services Inc. ("AMCS"), is a marketing
and advertising company experienced in designing Direct Marketing Pieces,
insuring compliance with regulatory authorities for those pieces and
designing new products that can be mass marketed through the mail. AMCS'
president is a director of the Company.
The Company outsources the design and testing of its many direct mail
pieces to AMCS for a monthly fee of $20,000 per month. AMS is also solely
responsible for the new products that have been added to the Company's
website and is working on new mass-market products to offer the Company's
customers.
Other
-----
As part of the Company's original default settlement with the prior owners
of the URL discussed in Note 4, the Company has provided certain equipment
and improvements to an affiliated entity at no cost to that affiliated
entity. The Company retains title and control of these assets. However, the
assets are not being utilized by the Company. The net book value of the
office equipment and leasehold improvements being utilized by the
affiliated entity was approximately $60,000 at September 30, 2002. The
Company is also providing office space to this entity for substantially
below market rental rates. This entity is affiliated through commonality of
certain management members.
A-19
Advances to affiliates are summarized as follows at September 30, 2002:
Sunbelt Financial $ 197,640
==========
The Thompson Group 16,899
Mathew & Markson 233,073
Total 447,612
----------
Less allowance (214,539)
Total $ 233,073
----------
13. CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at banks in Arizona. Accounts are
insured by the Federal Deposit Insurance Corporation up to $100,000. At
September 30, 2002, the Company had bank balances exceeding those insured
limits of $580,000.
Financial instruments that potentially subject the Company to
concentrations of credit risk are primarily trade accounts receivable. The
trade accounts receivable are due primarily from business customers over
widespread geographical locations within the LEC billing areas across the
United States. The Company historically has experienced significant
dilution and customer credits due to billing difficulties and uncollectible
trade accounts receivable. The Company estimates and provides an allowance
for uncollectible accounts receivable. The handling and processing of cash
receipts pertaining to trade accounts receivable is maintained primarily by
a single third party billing company. The Company is dependent upon this
billing company for collection of its accounts receivable.
14. STOCK BASED COMPENSATION
From time to time, the Company issues stock options to executives, key
employees and members of the Board of Directors. The Company has adopted
the disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," and continues
to account for stock based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees". Accordingly, no compensation cost has been
recognized for stock options granted to employees. There were no options
granted in the years ended September 30, 2002 and 2001 nor was there any
additional vesting of options previously granted.
During the year ended September 30, 2002, the Company's shareholders
approved the 2002 Employees, Officers & Directors Stock Option Plan (the
2002 Plan). Under the 2002 Plan, the total number of shares of common stock
that may be granted is 3,000,000. The Plan provides that shares granted
come from the Corporation's authorized but unissued common stock. The price
of the options granted under this plan shall not be less than 100% of the
fair market value, or in the case of a grant to a principal shareholder,
not less than 110% of the fair market value of such common shares at the
date of grant. The options expire 10 years from the date of grant. At
September 30, 2002, no stock options had been granted under the 2002 Plan.
Under the Employee Incentive Stock Option Plan approved by the stockholders
in 1998, the total number of shares of common stock that may be granted is
1,500,000. The plan provides that shares granted come from the
Corporation's authorized but unissued common stock. The price of the
options granted pursuant to this plan shall not be less than 100 percent of
the fair market value of the shares on the date of grant. The options
expire from five to ten years from date of grant. At September 30, 2002,
the Company had granted an aggregate of 1,212,000 options under this plan,
all of which had expired as of September 30, 2001.
In addition to the Employee Incentive Stock Option Plan, the Company will
occasionally grant options to consultants and members of the board of
directors under specific stock option agreements. There were no such
options granted in the years ended September 30, 2002 and 2001.
A-20
At September 30, 2002, there were no options exercisable or outstanding. No
options were granted in the years ended September 30, 2002 and 2001.
The Company has issued warrants in connection with certain debt and equity
transactions. Warrants outstanding are summarized as follows:
2002 2001
---- ----
Weighted Weighted
Average Average
Exercise Exercise
Price Price
------- --------- --------- ---------
Warrants outstanding at beginning of
year 500,000 $ 2.12 350,000 $ 2.00
Granted -0- 500,000 $ 2.12
Expired -0- (350,000) $ 2.00
Exercised -0- -0-
----------------------------------------
Outstanding at September 30, 500,000 $ 2.12 500,000 $ 2.12
========================================
The warrants granted in the year ended September 30, 2001 were issued in
connection with the settlement with the former URL holder (NOTE 4). The
exercise prices of the warrants range from $1.00 to $3.00. The fair values
of these warrants were estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
Dividend yield None
Volatility 0.491
Risk free interest rate 4.18%
Expected asset life 2.5 years
The 500,000 warrants outstanding at September 30, 2002, expire in September
2006.
15. EMPLOYEE BENEFIT PLAN
The Company maintains a 401(k) profit sharing plan for its employees.
Employees are eligible to participate in the plan upon reaching age 21 and
completion of three months of service. The Company made contributions of
$3,400 and $2,300 to the plan for the years ended September 30, 2002 and
2001.
16. OTHER INCOME
Other income for the year ended September 30, 2002, includes a gain of
$267,000 related to the rescission of a consulting contract that was
entered into in a prior year (NOTE 9). Also, included is a gain of
$130,000, net of legal costs, resulting from the settlement of a dispute
with one of the Company's former billing companies.
* * * * * *
A-21
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
On March 14, 2000, we reported that we replaced McGladry and Pullen LLP as our
principal certified public accountants. McGladry and Pullen LLP had been engaged
as the independent auditors, but had not issued any audited reports.
On March 30, 2000, we appointed King,Weber & Associates, P.C., as our
independent auditors to conduct the audit of our September 30, 2000 fiscal year
financial statements. On December 31, 2000 King, Weber & Associates, P.C.
changed its corporate name to Marshall & Weber, CPA's, PLC and subsequently
changed its corporate name to Weber and Company P.C. On September 18, 2001, the
Company had appointed Weber & Company P. C. as our independent auditors to
conduct the audit of our September 30, 2001 fiscal year financial statements.
During Fiscal 2002, Weber & Company P. C. merged with Epstein & Connover P. C.
to become Epstein, Weber & Connover P. L. C. On September 20, 2002 we appointed
Epstein, Weber & Connover P. L. C. as our independent auditors to conduct the
audit of our September 30, 2002 financial statements.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
The following biographical information is provided for each of the Company's
Directors and Executive Officers:
ANGELO TULLO. Mr. Tullo has served as the Chairman of the Board of YP.Net
since February 2000. Mr. Tullo was hired as Chief Executive Officer and
President on September 10, 2000. Since December 1999, Mr. Tullo has also been
the president of Sunbelt Financial Solutions, Inc., an investment banking and
consultant firm in Scottsdale, Arizona. From Janaury 1997 to December 1999, Mr
Tullo was an officer and director of American Business Funding Corp. Currently
and for over twenty years, Mr. Tullo has been active as a business consultant.
Mr. Tullo has actively worked with commercial financing and factoring for the
past ten years. He has owned and operated factoring companies, leasing
companies, consulting companies, wholesale companies, professional employment
organizations, insurance agencies, heating and air-conditioning contractors,
retail oil companies, real estate companies and restaurants. He is a former
member of the CEO Club in New York, and current a member of the Presidential
Business Roundtable Committee.
In February 2000, American Business Funding Corp. filed for protection
under Chapter 11 of the Bankruptcy Code in the Federal District Court of
Arizona. Mr. Tullo had previously been a director, officer and shareholder of
American Business Funding prior to the time of its bankruptcy filing.
GREGORY B. CRANE. Mr. Crane has been a director of YP.Net since February,
2000 and also served as its Director of Operations from February 2000 to
September 2000. Mr. Crane is the President of AMCS. AMCS provides marketing and
administrative services as well as personnel to the Company. From mid 1997 to
December 2002, he was a marketing consultant to BESI, a related party to the
Company (See "Certain Relationships and Related Transactions"). From September
1998 to June 1999, Mr. Crane was the General Manager of Telco Billing, Inc.
("Telco"). Mr. Crane has also owned and/or operated several businesses,
including residential and commercial builders, multi-state mail order, and
document-preparation companies (including State Recording Services, Inc.), and
was also the creator of the Yellow-Page.Net concept. Mr. Crane is a former
member of the Young Entrepreneur's Organization ("YEO").
In connection with providing homestead declaration document preparation and
filing services, Mr. Crane (personally) and one of these businesses (State
Recording Services, Inc.) have been subject to injunctive actions brought by the
states of Arizona, Florida, Texas and Washington. Mr. Crane was the President
and a significant shareholder of State Recording Services, Inc. These actions
generally raised legal questions concerning mailer solicitations for document
preparation services. Mr. Crane and various of the state plaintiffs have entered
into consent orders in connection with these actions that required the
modification of mailers and the payment of civil penalties, restitution, and
attorneys' fees. Regarding each injunctive action, the use of the mail
solicitation for document preparation services was prohibited in the State of
Washington and Mr. Crane satisfied a judgment rendered in December 1994 of
$500,000. Mr. Crane voluntarily entered into an agreement with the State of
Florida in connection with these matters and due to an error in type size made
by the printing company; Mr. Crane technically violated that order. In
connection with that violation of the Florida order, Mr. Crane was subject to a
judgment, dated February 1998, in the amount of approximately $1.4 million, plus
accrued interest. As of February 2003, this judgment has expired and is no
longer binding on Mr. Crane under Florida law and is in the process of being
vacated. The injuctive actions in Arizona and Texas were both satisfied in April
1995 for primarily attorneys fees and refund offers to customers.
Mr. Crane was also named in the action filed by the Federal Trade
Commission ("FTC") against the Company and has been included in the stipulated
preliminary order entered into by the FTC and us and approved by the FTC. The
Stipulated Final Judgment and Order for Permanent Injunction and Other Equitable
Relief by and between the FTC, Mr. Crane, Telco, us and others (the "Order")
places certain restrictions on the way mail solicitations will appear. The
Order has been approved by the U.S. District Court Judge and the matter is
closed with no findings of wrong doing on the part of the company, its officers
and directors or Mr. Crane.
17
DANIEL L. COURY. Mr. Coury has served as a director of YP.Net since
February 2000. For the last twelve years, Mr. Coury's principal business has
been Mesa Cold Storage, Inc., which owns and operates the largest cold storage
facilities in Arizona. He is also involved in the ownership and operation of
various real estate interests and business ventures.
DEVAL JOHNSON. Mr. Johnson has served as a director since October 1999. Mr.
Johnson was the graphics designer and director of Telco Billing from September
1998 until June 1999 when the Company acquired it. Since that time, Mr. Johnson
has been responsible for the design of the in-house sales presentations and
creation of the corporate logo(s) and image for YP.Net. In 2001, Mr Johnson
formed his own company called Advanced Internet Marketing, Inc. to provide
design and marketing services to a variety of companies and has continued to
offer these services to YP.Net. In 2002, Mr. Johnson accepted the position of
Vice President of Corporate Image for YP.Net. From 1995 through 1998, Mr.
Johnson was a graphics designer for Print Pro, Inc. Mr. Johnson is actively
involved with Website promotion, interactive design and Internet advertising.
Mr. Johnson also serves as an officer and board member and is the beneficial
owner of Simple.Net a national Internet service provider, a related party. See
"Certain Relationships and Related Transactions".
PETER BERGMANN. Mr. Bergmann has served as a director of the Company since
May 2002. Since January 1999, Mr. Bergmann has served as the President of
Perfect Timing Media, Inc. ("Perfect Timing"), a television development and
production company which he founded. Perfect Timing focuses primarily on family
fare programming. From 1994 to1999, Mr. Bergmann was a member of the faculty at
Fairleigh Dickinson University where he inaugurated the Electronic Filmmaking
and Digital Video Design program which is a distinctive program in video and
computer-generated graphics technologies offering students an opportunity to
study commerce and art. In 1988, Mr. Bergmann joined Major Arts, Inc., a
division of Paramount Communications, Inc., as the head of its television
division where he was responsible for developing projects for television
production. In 1987, Mr. Bergmann served as the President of Odyssey
Entertainment, Inc. where he engineered the purchase of Coast Productions, Inc.,
which subsequently became Odyssey Filmmakers, Inc. where he served as President.
From 1984 through 1987, Mr. Bergmann served as President of The Film Company
where he had directorial and production responsibilities for theatrical releases
and projects for television. During the 14 years prior to 1984, Mr. Bergmann
was employed in various capacities by the American Broadcasting Company. These
positions included line producer, division head, assistant to the President,
Executive Vice President and Special Assistant to the Chairman of the Board.
Mr. Bergmann received his PhD from New York University.
David J. Iannini. Mr. Iannini has served as the Chief Financial Officer
since August 2002. Mr. Iannini was employed by Viad Corp from July 1999 to June
2002. He was Viad Corp Treasurer and Vice President of Corporate Development .
Viad Corp. is a diversified service business with operating companies involved
in the financial services, convention, travel and other businesses. Viad Corp.
is an SEC Reporting company. Mr.Iannini was an investment banker from August
1986 to July 1999 , primarily with Salomon Brothers, Inc. Mr. Iannini received
his Masters in Business Administration, Summa Cum Laude, from the Anderson
Graduate School of Management at U.C.L.A. Prior to his graduate studies, he
worked with a Big Five accounting firm and is a C.P.A. Mr. Iannini received his
Bachelors of Science degree, Magna Cum Laude, in Accounting from Boston College
in 1981.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on review of reports under Section 16(a) of the Securities Exchange
Act of 1934, as amended, that were filed by executive officers and directors and
beneficial owners of 10% or more of our common stock during the fiscal year
ended September 2002, to the best of the Company's knowledge, except as follows,
all 16(a) filing requirements have been made through the fiscal year ended
September 30, 2001, and September 30, 2002. This information is based on a
review of Section 16(a) reports furnished to us and other information.
Name # of Reports
---- ------------
Angelo Tullo 4
Greg Crane 5
DeVal Johnson 3
Dan Coury 1
Peter Bergmann 1
David Iannini 1
18
ITEM 10. EXECUTIVE COMPENSATION
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of YP.Net, their ages and positions are as
follows:
NAME AGE POSITIONS HELD(1)
-------------------- --- ----------------------------------------------------------------------
Angelo Tullo 47 Chairman of the Board, Director, Chief Executive Officer and President
Gregory B. Crane 38 Vice President and Director
DeVal Johnson 36 Vice President, Secretary and Director
David J. Iannini, 43 Chief Financial Officer
Daniel L. Coury, Sr. 48 Director
Peter Bergmann 54 Director
(1) All current directors serve until the next annual shareholders meeting or
their earlier resignation or removal.
OFFICER COMPENSATION
The following table reflects all forms of compensation for the fiscal years
ended September 30, 2002, and September 30, 2001, for the Chief Executive
Officer and the other two most highly compensated executive officers of YP.Net,
Inc., whose salaries exceed $100,000 annually, for the years stated.
SUMMARY COMPENSATION TABLE
Annual Compensation
FISCAL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY Bonus COMPENSATION
--------------------------------------- ---- ---------- --------------
Angelo Tullo (1) 2002 $ 240,000 $208,000
Chairman, Chief Executive 2001 $ 210,000 $44,000
Officer, 2000 $ 121,662 $21,000
President
Pamela J Thompson (2) 2002 $ 177,678 (2)
Former Chief Financial Officer 2001 $ 255,855 $4,500
Former Secretary, Former Treasurer 2000 -0- -0-
DeVal Johnson(3) 2002 $ 113,800 $20,000 -
Vice President, Secretary and Director 2001 -0- 5,618 -0-
2000 10,000 -0- $10,500
Greg Crane(4) 2002 $ 237,000 $35,000 -
Vice President and Director 2001 114,000 -0- -0-
2000 $ 34,500 -0- $10,500
(1) The amount shown herein as compensation to Mr. Tullo is the total amount
paid by the Company to Sunbelt for services provided to the Company by Mr. Tullo
and his staff, but may not reflect Mr. Tullo's actual compensation from Sunbelt,
which may be greater or less. Mr. Tullo is not directly compensated by the
Company. Includes 200,000 shares of YP.Net stock valued at $.22 per Share in
2001 and 100,000 shares of YP.Net stock valued at $.21 per share in 2000.
Subsequent to September 30, 2002, 4,000,000 shares of YP.Net stock valued at
$.075 per share in 2002 were issued to Mr. Tullo. Such shares and related
amounts are not included in the table. On September 20, 2002, the Company
entered into an Executive Consulting Agreement with Sunbelt pursuant to which Mr
Tullo provides services to the Company. See "Certain Relationships and Related
Transactions".
(2) The amount shown herein as compensation to Ms. Thompson is the total
amount paid by the Company to The Thompson Group P.C. for services provided to
the Company by Ms. Thompson and her staff, but may not reflect Ms. Thompson's
actual compensation from The Thompson Group P.C., which may be greater or less.
Ms. Thompson was not directly compensated by the Company. Includes $16,898
issued as a Note Receivable in 2002 (see legal proceedings) and 50,000 shares of
YP.Net stock valued at $.09 per share in 2001.
(3) The amount shown herein as compensation is the total amount paid by the
Company for the services of AIM including Mr. Johnson and his staff but may not
reflect Mr. Johnson's actual compensation from AIM, which may be greater or
less. Mr. Johnson is not compensated directly by the Company. Includes 50,000
shares of YP.Net stock valued at $.21 per share in 2000. Subsequent to September
30, 2002, 1,000,000 shares of YP.Net stock valued at $.075 per share were issued
to Mr. Johnson. On September 20, 2002, the Company entered into an Executive
Consulting Agreement with AIM pursuant to which Mr. Johnson provides services to
the Company. See "Certain Relationships and Related Transactions".
(4) The amount shown herein as compensation to Mr. Crane is the total amount
paid by the Company to AMCS for services provided to the Company by Mr. Crane
and his staff, but may not reflect Mr. Crane's actual compensation from AMCS,
which may be greater or less. Mr. Crane is not directly compensated by the
Company. Mr. Crane is the President of AMCS. AMCS provides marketing and
administrative services and personnel to the Company. Includes 50,000 shares of
YP.Net stock valued at $.21 per share in 2000. Subsequent to September 30, 2002,
1,000,000 shares of YP.Net stock valued at $.075 per share were issued to Mr.
Crane. On September 20, 2002, the Company entered into an Executive Consulting
Agreement with AMCS pursuant to which Mr. Crane provides services to the
Company. See "Certain Relationships and Related Transactions".
19
COMPENSATION PURSUANT TO STOCK OPTIONS
No stock options were granted to executive officers during the fiscal years
ended September 30, 2001, and September 30, 2002.
DIRECTOR COMPENSATION
Upon appointment to the Board, Mr. Tullo was awarded 100,000 shares of our
common stock. All other directors were awarded 50,000 shares. The shares awarded
were earned monthly for director services performed. The 425,000 shares of
common stock paid to the directors as compensation for their services were
valued at $.22 per share for a total value of $93,500 and the value is
considered based upon the average bid and ask price as of date of issuance by
the Board of Directors and is in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act. Additionally, the directors
receive $2,000 per meeting or per quarter for their service on the Board and may
receive $250 per hour for services related to any Board Committee on which they
serve. Effective September 30, 2002, the Company pays $10,000 monthly to DLC
Consulting pursuant to an oral agreement. DLC Consulting is owned by Daniel
Coury Sr., a director of the Company. The payments relate to various financial,
strategic and administrative services performed for the Company's Board of
Directors. See Certain Relationships and Related Transactions.
1998 Stock Option Plan
In June 1998, our Board of Directors adopted, and our shareholders approved, the
1998 Stock Option Plan (the "Plan"). The purpose of the Plan was to provide
incentives to employees, directors and service providers to promote our success.
The Plan provides for the grant of both qualified and non-qualified options to
purchase up to 1,500,000 shares of our common stock at prices determined by the
Board of Directors, but in the case of incentive options, at a price not less
than the fair market value of the stock on the date of the grant. The Plan is
administered by the Board of Directors or by a committee appointed by the Board.
areas of September 30, 2002 there were no options currently outstanding under
this Plan which has been replaced by the 2002 Stock Option Plan discussed below.
20
2002 Stock Option Plan
The 2002 Stock Option Plan was adopted by the Board of Directors on April 10th,
2002, and provided for the issuance of up to 3,000,000 options. It was approved
by our shareholders on September 20, 2002. The Board of Directors has reserved
3,000,000 shares of Common Stock for issuance under the 2002 Option Plan. The
2002 Stock Option Plan replaces the 1998 Stock Option plan and was approved by
the shareholders on September 20th, 2002.
The primary purpose of the 2002 Option Plan is to attract and retain the best
available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees. The ability of a company to offer a generous stock option program
has now become a standard feature in the industry in which the company operates.
All terms of the previous plan remain in force except as modified by the new
plan. Some modifications include; options can only be made for a option price
that is not less than 110% of the current stock price, and the options are not
transferable. (see the Company's form 14-A as filed on August 31, 2002 for more
details). As of September 30, 2002, there were no options outstanding under this
Plan.
ITEM 11. SECURITY OWNERSHIP OF OWNERS AND MANAGEMENT
The following table sets forth, as of January 7, 2003, the ownership of each
person known by us to be the beneficial owner of five percent or more of our
common stock, each officer and director individually, and all officers and
directors as a group. We have been advised that each person has sole voting and
investment power over the shares listed below unless otherwise indicated.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF OWNERSHIP OF CLASS(1)
------------------------------------ ----------------- -----------
Angelo Tullo(2) 4,300,000 8.7%
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
Gregory B. Crane (3) 1,077,500 2.2%
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
DeVal Johnson (4) 1,125,000 2.3%
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
David Iannini 50,000 *
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
Daniel L. Coury, Sr. 50,000 *
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
Peter Bergmann 50,000 *
4840 East Jasmine Street
Suite 105
Mesa, AZ 85205
21
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF OWNERSHIP OF CLASS(1)
------------------------------------ ----------------- -----------
Matthew & Markson Ltd. (5) 11,566,032 23.4%
Woods Centre, Frair's Road
P.O. Box 1407
St. John's
Antigua, West Indies
Morris & Miller Ltd. (5) 10,350,000 20.1%
Woods Centre, Frair's Road
P.O. Box 1407
St. John's
Antigua, West Indies
Sunbelt Financial Concepts, Inc. 4,000,000 8.1%
7579 East main Street
#200
Scottsdale, AZ 85251
All Directors as a Group (7 persons) 6,652,500 13.4%
* Represents less than one percent (1%) of our issued and outstanding common
stock.
(1) Based on shares outstanding as of January 7, 2003. This amount excludes
4,500,000 shares issued and held as collateral for obligations of YP.Net under
two promissory notes. Upon timely payment of the notes, the shares will be
returned to YP.Net for cancellation.
(2) Of which 4,000,000 shares are owned by Sunbelt Financial Concepts , Inc.
("Sunbelt") which are also shown separately in this table.. While Mr. Tullo is
the President of Sunbelt, he has no ownership interest in Sunbelt, he does,
however, share disposative powers over the stock owned by Sunbelt. Hickory
Management is the owner of Sunbelt and Mr. Tullo is not the control person of
Hickory Management.
(3) Of which 1,000,000 shares are owned by Advertising Management and Consulting
Services, Inc.("AMCS"). While Mr. Crane is the President of AMCS, he has no
ownership interest in AMCS, although, as President of AMCS, he shares
disposative power over the stock owned by AMCS. Adam Holding Trust is the owner
of AMCS and Mr. Crane is not a control person of Adam Holding Trust.
(4) Of which 1,000,000 shares owned by Advanced Internet Marketing, Inc.
("AIM"). Mr Johnson is President of AIM and his minor children are the
beneficiaries of the trust which owns AIM.
(5) The number of shares held by Matthew & Markson, Ltd. includes 2,000,000
shares issued as collateral for a note payable issued by YP.Net. Matthew &
Markson has voting control of these shares. These shares will be returned to
YP.Net and cancelled upon timely payment of the note. Ilse Cooper, AMT Director
is the control person for both Matthew & Markson as well as Morris & Miller. AMT
is the trust company with whom Ilse Cooper is associated.
22
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Acquisition of Telco. In June 1999, the Company's predecessor acquired all of
the outstanding stock of Telco in exchange for 17,000,000 shares of our common
stock. Matthew & Markson, Ltd. and Morris & Miller, Ltd., as the shareholders of
Telco, were issued 7,650,000 and 9,350,000 shares, respectively. As to these
shares, the original acquisition agreement provided for certain Put rights that
were later terminated. In exchange for cancellation of the Put rights, we agreed
to provide each of the former Telco shareholders with a $10,000,000 credit
facility. Loans made to these shareholders under this facility are to be secured
by a pledge of our stock. Interest for borrowings under this facility is to be
at least 0.25% higher than our average borrowing costs. No advances in excess of
$1,000,000 may be made at any one time and no advances in excess of $1,000,000
are to be made unless we have available at least 30 days operating capital plus
other reserves. No advances are permitted to be made if we are in default with
respect to any of our lender obligations. As of September 30, 2002 $233,073 was
advanced to Matthew & Markson.
Gregory B. Crane and DeVal Johnson were employees of and primarily involved in
the start-up of Telco. Mr. Crane continues to serve as a liaison for the Company
to Matthew & Markson, Ltd. and Morris & Miller, Ltd. and negotiated the
acquisition of Telco by the Company's predecessor entity on behalf of the former
Telco shareholders.
License of URL. In connection with the acquisition of Telco, the Company's
predecessor entity also agreed to pay Matthew & Markson, Ltd. $5,000,000 as a
discounted accelerated licensing payment for a 20-year license of the URL
Yellow-Page. Net. The consideration was rendered under the terms of an Exclusive
Licensing Agreement dated September 21, 1998, between Telco and Matthew &
Markson, Ltd. The payment was originally to be paid in full upon the acquisition
of Telco. However, the Company was unable to pay the entire consideration in
cash. Therefore, the Company instead negotiated to pay the $5 million due in
cash due at closing with a $3 million down payment and also executed a
$2,000,000 Note (the "Note") to Matthew & Markson due on August 15, 1999.In
addition, as a result of its failure to pay the entire $5 million in cash at
closing, the Company incurred a $2 million penalty fee at this time although the
Company was unaware of this obligation at that time because Matthew & Markson
had not yet asserted its claim until July 2001.
On August 15, 1999The Company defaulted on the payment of the $2,000,000 Note .
To extend this payment obligation to November 15, 1999, the Company agreed to
provide, for the benefit of Matthew & Markson, $250,000 in tenant improvements
for approximately one-half of our Mesa facility. The premises were leased to
Matthew & Markson's designee ("BESI") for $1.00 per year throughout the term of
the 5-year lease. The annual fair rental value of the lease premises is $4,500
per month. BESI purchased this lease from Matthew & Markson for a one-time
payment of $75,000.
At the due date of the extension (November 15, 1999), the Company still had not
paid the Note. Therefore, on November 15, 1999, we further extended the payment
of the Note to January 15, 2000 by paying an extension fee of $200,000. On
January 15, 2000, the Company again defaulted on the extention and the note was
renegotiated to a demand note with monthly installments of $100,000 per month.
Under the terms of the renegotiated Note, the payments may have been suspended
if we did not have certain cash reserves or are otherwise in default under other
obligations. The note was secured by 2,000,000 shares of our common stock held
in escrow, to be returned for cancellation upon payment of the note. This Note
has been paid in full but the collateral shares are still held by Matthew &
Markson to secure payment of the penalty fee discussed below.
In July 2001, the Company was informed by Matthew & Markson that a $2,000,000
penalty fee was due on the original acquisition agreement as a result of the
Company's failure to pay the entire $5 million due in cash at closing. On
September 25, 2001, in settlement thereof, we agreed to pay Matthew Markson,
Ltd., $550,000 and issued 4,000,000 shares of our common stock at $0.09, and the
value is considered based upon the average bid and ask price as of September 25,
2001 and is in reliance on the exemption from registration provided by Section
4(2) of the Securities Act.
The $550,000 will be paid over a thirty-six month term at a 10.5% annual
interest rate. Matthew Markson Ltd. has agreed and waived any future payments
for the original default of the and extension fee for the acquisition of Telco.
Matthew Markson Ltd will continue its security interest in the company and
collateral shares held by Matthew Markson. Ltd. The balance due at year end was
$115,866. See Footnote 12 to the Financial Statements.
SUNBELT FINANCIAL CONCEPTS , INC.
On September 20th, 2002, the Company and Sunbelt Financial Concepts, Inc.
("Sunbelt") entered into an Executive Consulting Agreement, which replaced a
prior agreement, dated the previous September. The Sunbelt agreement has a term
of 3 years. Angelo Tullo is the President of Sunbelt. The Sunbelt agreement
provides that Mr. Tullo, through Sunbelt, will provide the Company with the
services of Chief Executive Officer, Chairman and President among other
administrative services and personnel. As part of the Sunbelt Agreement, Sunbelt
will receive $32,000 per month with a 10% annual increase in each
23
succeeding year, Board of Director fees and fees and reimbursements for certain
ancillary items. In addition, the Sunbelt agreement also awarded Sunbelt 4
million shares of the Company's common stock, grossed-up for taxes, subject to
achieving certain performance goals for the Company in Fiscal 2003. If such
goals are not achieved, then part of the award is forfeited on a pro rata basis.
The agreement also awarded a bonus of $208,000 to Sunbelt relating to
performance in Fiscal 2002. As part of the agreement, Sunbelt's previous line of
credit with the Company (on which $197,640 was outstanding at September 30, 2002
and repaid to the Company with interest subsequent to year end.) was cancelled
and a Flex Compensation program was instituted which allows Sunbelt to draw up
to $220,000 (increased by 10% on each anniversary date of this Agreement) as
additional compensation, subject to sufficient cash on hand at the Company. In
addition, the agreement contains a Due on Sale clause whereby if there is a
change of control of the Company, as defined, then Sunbelt will receive the
greater of 30% of the amounts due under the Agreement or 12 months worth of
fees. As of March 31, 2003, Sunbelt had drawn approximately $200,000 under its
Flex compensation agreement.
A previous separate agreement with Sunbelt, dated January 2002, wherein the
Company leases two vehicles for Sunbelt in the Company's name, while Sunbelt
pays the leases, remains in effect until the conclusion of the respective
leases. The monthly amount of the leases for the vehicles are $1,079 and $1,111
respectively and the leases expire on January, 2005 and February, 2005
respectively.
While Mr. Tullo is the President of Sunbelt, he has no ownership interest in
Sunbelt. As president of Sunbelt, he does, however, maintain disposative powers
over the shares of Company stock issued to Sunbelt.
ADVERTISING MANAGEMENT & CONSULTING SERVICES, INC.
On September 20th, 2002, the Company and Advertising Management & Consulting
Services, Inc. ("AMCS") entered into an Executive Consulting Agreement. The AMCS
agreement has a term of three years. Mr. Crane is the President of AMCS. The
AMCS agreement provides that Mr. Crane, through AMCS will provide the Company
with the services of Director and Vice President - Marketing, among other
administrative services and personnel. As part of the AMCS agreement, AMCS will
receive $32,000 per month with a 10% annual increase in each succeeding year,
Board of Director fees and fees and reimbursements for certain ancillary items.
In addition, the AMCS agreement also awarded AMCS with 1 million shares of the
Company's common stock, grossed-up for taxes, subject to achieving certain
performance goals for the Company in Fiscal 2003. If such goals are not
achieved, then part of the award is forfeited on a pro rata basis. The Agreement
also awarded a bonus of $35,000 to AMCS relating to performance in Fiscal 2002.
As part of the agreement with AMCS, a Flex Compensation program was instituted
which allows AMCS to draw up to $50,000 (increased by 10% on each anniversary
date of this Agreement) as additional compensation, subject to sufficient cash
on hand at the Company. In addition, the agreement contains a Due on Sale clause
whereby if there is a change of control of the Company, as defined, then AMCS
will receive the greater of 30% of the amounts due under the agreement or 12
months worth of fees. As of March 31, 2003, AMCS had drawn $50,000 under its
Flex compensation agreement.
ADVANCED INTERNET MARKETING, INC.
On September 20th, 2002, the Company and Advanced Internet Marketing, Inc.
("AIM") entered into an Executive Consulting Agreement.The AIM agreement has a
term of three years. Mr. Johnson is the President of AIM, and AIM is
wholly-owned by a trust for the benefit of Mr. Johnson's children. The AIM
agreement provides that Mr. Johnson, through AIM, will provide the Company with
the services of Director, Corporate Secretary and Vice President - Corporate
Image, among other administrative services and personnel. As part of the AIM
agreement, AIM will receive $18,000 per month with a 10% annual increase in each
succeeding year, Board of Director fees, and fees and reimbursements for certain
ancillary items. In addition, the agreement also awarded AIM with 1 million
shares of Company common stock, grossed-up for taxes, subject to achieving
certain performance goals for the Company in Fiscal 2003. If such goals are not
achieved, then part of the award is forfeited on a pro rata basis. The agreement
also awarded a bonus of $20,000 to AIM relating to performance in Fiscal 2002.
As part of the agreement, a Flex Compensation program was instituted which
allows AIM to draw up to $50,000 (increased by 10% on each anniversary date of
this Agreement) as additional compensation, subject to sufficient cash on hand
at the Company. In addition, the Agreement contains a Due on Sale clause whereby
if there is a change of control of the Company, as defined, then AIM will
receive the greater of 30% of the amounts due under the Agreement or 12 months
worth of fees. As of March 31, 2003, AIM had drawn $30,000 under its Flex
compensation agreement.
Simple. Net. ("SN")
-------------------
The Company has entered into mutual service agreements with Simple. Net ("SN"),
for a term of 1 year, automatically renewable. Mr. DeVal Johnson, a director
of YP.Net, Inc., is the beneficial owner of SN. SN is a national internet
service provider that has from time to time sold those services to the Company
at below market rate prices.
24
The Company has an agreement with Level 3, an unaffiliated entity, to provide
internet services to the Company's customers. On May 1, 2002, the Company
assigned its Level 3 contract to SN in exchange for a new contract from SN
toprovide dial-up services for the Company's customers at a reduced rate of
$2.50 per user, per month. The Company determined that it did not have a
sufficient amount of internet service dialup customers to benefit from its Level
3 contract, while SN, as an internet service provider, had a sufficient number
of customers to support the base payment structure agreed to in the Level 3
contract. As a result, during this period the Company paid $58,958 to SN
instead of the $153,176 that would have been paid to Level 3 pursuant to the
Level 3 agreement. If the Company's internet dial-up customers increases by a
sufficient number, the Level 3 contract would be less expensive for us than our
agreement with SN. Furthermore, the Level 3 contract is not assignable without
the consent of Level 3, which the Company has not yet obtained. Consequently,
the Company is still liable to Level 3 under the terms of the contract. SN has
agreed to assume and perform the terms of the Level 3 contract. The
assignment of the Level 3 contract to SN resulted in savings to the Company of
approximately $94,218. In addition, SN has contracts with other National
providers such as Broadwing Communications and through the Company's contract
with SN the Company has obtained access numbers under those contracts as well
for the benefit of the Company's customers.
SN pays a monthly fee to the Company to provide technical support and provide
quality customer service while utilizing the Company's own customer service
personnel as well as management and accounting services according to a pricing
formula based on a price per customers as follows:
Customer Service & Management Agreement fees are calculated by number of
customer records of SN multiplied by a base cost of $1.02.
Technical Support fees are calculated by number of customer records of SN
multiplied by a base cost of 60 cents.
Until July 1, 2002, the Company's staff performed the accounting functions
for SN since SN utilizes a compatible accounting and billing process. SN paid
us $2,500 a month for these accounting services. As of July 1, 2002, the
Company no longer provides accounting services to SN as this arrangement has
been canceled.
Both Matthew & Markson and Morris & Miller ( The Company's two largest
shareholders) have provided the primary financing for SN. Neither Matthew &
Markson, nor Morris & Miller is a part of management or on the Board of
Directors of the Company or SN.
Matthew Markson, Ltd.
---------------------
The Company has a note payable to Mathew Markson, Ltd. ("M&M"), which at the
beginning of the fiscal year had a principal balance of $550,000. The
outstanding balance on this note as of September 30, 2002, was $155,866 . In
accordance with instructions that the Company has received from M&M, the Company
has made payments to third parties on behalf of M&M, and applied those payments
as reductions to this note, thereby reducing the outstanding balance on our
books and records.
Matthew & Markson, Ltd. and Morris & Miller, Ltd. Advance Agreement.
The Company has made advances to Matthew & Markson, Ltd. and Morris & Miller,
Ltd. (M&M) that are also collateralized by the Company's common stock owned by
M&M. This loan agreement resulted from a settlement reached in September 2000
with M&M whereby the "put" agreements originated as part of the purchase of
Telco billing was terminated. The "put" agreement would have allowed M&M to
"put" back to the Company up to 10 million shares of common stock each at a
price of $1.00 per share. Management negotiated a loan agreement with M&M in
exchange for the termination of "put" agreement rights whereby M&M can each
borrow up to $10 million dollars from the Company collateralized by M&M's YP.Net
stock valued at a floor of $1.00 per share or 80% of the last trade of the
stockprior to the advance request, whichever is greater. The interest rate
charged on these advances is either an 8% annual rate or % higher than the
Company's average borrowing cost from an institutional lender, whichever is
greater. Currently M&M is charged an interest rate of 8% calculated as an
annual rate as the Company has paid off its institutional lender. There are
restrictions in the loan agreement that allow management to reject an advance
request by M&M if the Company has insufficient cash, cash reserves and
anticipated cash receipts and or borrowing availability to cover operating
expenses over the next 30-day period. M& M is a 27% shareholder of the Company.
25
The following schedule sets forth the balances of the Company's advances
made on behalf of Matthew & Markson, Ltd. and Morris & Miller, Ltd. as part of
this agreement as of September 30, 2002:
Morris & Miller, Ltd. $ 0
Matthew & Markson 233,073
Total Advances to the M&M's $233,073
Matthew & Markson, Ltd. and Morris and Miller, Ltd. are the Company's two
largest shareholders although neither is part of management or on the Board of
Directors of the Company.
Commercial Finance Services d/b/a/ HR Management ("CFS")
--------------------------------------------------------
The Company leases its employees from Commercial Finance Services, Inc.
d/b/a HR Management (CFS). CFS provides factoring and financing services as
well as act as a professional employer organization ("PEO") for small to
mid-sized companies. CFS does not provide any services to the Company,
other than those of a PEO. The majority of the Company's payroll is paid
via CFS. This arrangement allows the Company to offer additional employee
benefits by sharing those costs with other clients of CFS. The Company pays
CFS a monthly fee of $2,800 for payroll and benefit administration.
The majority owner of CFS is Central Account Services, Inc.(CAS). CAS is
partially owned by the Company's primary legal counsel (3% ownership) and
its former CFO (4% ownership). The remaining ownership of CAS is unrelated
to the Company. The principal stockholders of the Company have provided
significant financing to CFS in the form of an interest bearing loan. Said
stockholders are not involved in the management of or represented on the
boards of the Company or SN.
Subsequen to year end, the Company no longer leases its employees from CFS
and has signed an agreement with An unrelated third party for such
services.
Business Executive Services, Inc.
---------------------------------
Greg Crane, an officer and Director of the Company was formerly an employee of
Business Executive Services, Inc. ("BESI"). Mr. Crane is no longer affiliated
with BESI. BESI, as the nominal rent sub-lessee, leases portions of the
Company's Mesa facility to other businesses associated with other third parties.
BESI obtained the sublease by purchasing it from Matthew & Markson, Ltd. who had
obtained the lease from the Company by way of payment for an extension fee on
funds due Matthew & Markson by the Company. The sublease required M&M or BESI to
pay the Company $1.00 per year for the space that was not needed by the Company.
The master lease and thus the sublease was to expire in June 2003.
In January 2003 the Company had expanded and was in immediate need of more space
to house its operations. By triparte agreement between the Company, the landlord
and BESI it was agreed that; 1) the Landlord would extend the lease for 3
additional years until June 2006 at the current rate, 2) BESI would provide 80%
of its space to the Company at no charge to the Company until the conclusion of
the current lease term and 3) in return would rent back to BESI 20% of the space
for the new three year term at no cost to BESI.
In addition pursuant to an agreement the Company has with BESI, BESI processes
all of the direct mail solicitation pieces, welcome letters and other
communications with customers and prospective customers.
Effective January 2002, we pay a base fee of $15,750 per month and then a
monthly fee to BESI based on a price of .015 cents per mail piece, based on the
number of mail pieces prepared and sent, and not less than a floor of $15,000
per month. The floor amount is reviewed for possible adjustment quarterly. In
addition, BESI is to receive 25% of any documented savings it obtains for the
Company on the Company's mailings. The Company paid BESI $231,750 in Fiscal 2002
and $23,000 in Fiscal 2001.
DLC Consulting
Effective September 30, 2002, the Company pays $10,000 monthly to DLC
Consulting. DLC Consulting is owned by Daniel Coury Sr., a director of the
Company. The payments relate to various financial, strategic and administrative
services performed for the Company's Board of Directors.
Related Party Transaction Policy. The Company's general policy requires
adherence to Nevada corporate law regarding transactions between the Company and
a director, officer or affiliate of the corporation. Transactions in which such
persons have a financial interest are not void or voidable if the interest is
disclosed and approved by disinterested directors or shareholders or if the
transaction is otherwise fair to the corporation. It is our policy that
transactions with related parties are conducted on terms no less favorable to us
than if they were conducted with unaffiliated third parties. During fiscal year
ended September 30, 2001, through September 31, 2002, there have been no related
party transactions, except those noted herein, and quarterly 10Q filings and 10K
filings for the periods indicated.
Advances to affiliates are summarized as follows at September 30, 2002:
Sunbelt Financial $ 197,640
==========
The Thompson Group 16,899
Mathew & Markson 233,073
Total 447,612
----------
Less allowance (214,539)
Total $ 233,073
----------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
3.1 Certificate of Restated Articles of Incorporation of Renaissance
International, Inc. Incorporated by reference from Form 10-QSB as filed May
6, 1998
3.2 Amended Articles - Name Change to RIGL Corporation &, Authorized Capital
Increase to 50,000,000 Incorporated by reference from Form S-8 as filed
July 10, 1998
3.3 Amended Articles - Name Change to YP.Net, Inc.Incorporated by reference
from Form10-KSB Exhibit # 3.3 for the fiscal year ended September 30, 1999
3.4 Certificate of Designation - Series B preferred shares. Incorporated by
reference from Form 10-_KSB for the fiscal year ended September 30, 1999
3.5 Bylaws of Renaissance International Group, Ltd.Incorporated by reference
from Form 10-QSB as filed May 6, 1998
3.6 Addendum to Bylaws to add office of Vice Chairman. Incorporated by
reference from Form 10-KSB Exhibit #3.6 for the fiscal year ended September
30, 1999
3.7 Certificate of Designation - Series E Preferred Stock
10.1 1998 Stock Option Plan. Incorporated by reference from Form S-8 as filed
August 17,1999
10.2 2002 Stock Option Plan
10.5 Federal Trade Commission Settlement Agreement. Incorporated by reference
from form 10-QSB Exhibit #10.5 for the quarter ended June 30, 2001
10.6 Hudson Consulting Group, Inc. Settlement Agreement. Incorporated by
reference from Form 10-QSB Exhibit #10.6 for the quarter ended June 30,
2001
10.10 Acxiom Licensing Agreement
10.11 Info USA Master Database and Services Agreement
10.12 Experian Database Extract License Agreement
10.13 Standard Industrial/Commercial Multi-Tenant Lease between the Company Art
Grandlich dba McKellips Corporate Square. Incorporated by reference from
Form 10-KSB Exhibit #10.5 for the fiscal year ended September 30, 1999
10.14 Amendment to the Lease between the Company and Art Grandlich dba McKellips
Corporate Square and Addendum to Sublease Agreements
10.15 Stock Purchase Agreement between the Company, Morris & Miller, Mathew &
Markson and Telco Billing dated September 21, 1998. Incorporated by
reference from Form 8-K/A as filed March 29, 1999
10.16 Amendment One to Stock Purchase Agreement between the Company, Morris &
Miller, Mathew & Markson and Telco Billing
10.17 Second Amendment to Stock Purchase Agreement between the Company, Morris &
Miller, Mathew & Markson and Telco Billing
10.18 License Agreement between the Company and Mathew & Markson. Incorporated
by reference from Form 8-K/A as filed March 29, 1999
10.19 Sunbelt Executive Consulting Agreement
10.20 AMCS Executive Consulting Agreement
10.21 AIM Executive Consulting Agreement
10.22 BESI Mail Marketing Agreement
10.23 Agreement between the Company and Integretel, Inc. Incorporated by
reference from Form 10-KSB Exhibit # 10.23 for the fiscal year ended
September 30, 2001
10.29 Level 3 Communications
10.30 Agreement dated November 1, 2000 between Intelligenx, Inc. d/b/a i411.com
and YP.Net
10.31 Forebearance Letter Agreement dated February 8, 2001 between Telco and
Finova Capital Corporation
10.32 S.G. Martin Securities LLC agreement with investment banker
10.33 ACI Communications, Inc.
10.34 InfoUSA, Inc. Database and Services Agreement-Annual Fee
11 Statement Regarding Computation of Per Share Earnings: Incorporated in
Item 7 of the Audited Financial Statements for period ending September 30,
2000 and September 30, 2001
21 Subsidiaries of YP.Net, Inc.
99.1 Sarbannes-Oxley Certificaitons
REPORTS ON FORM 8-K
a Form 8-K was filed on May 17, 2002 which disclosed that Harold Roberts had
resigned from the Board of Directors and that Peter Bergmann had joined the
Board of Directors.
-A Form 8-K was filed on August 14, 2002 wherein Angelo Tullo, the Chairman, CEO
and President of the Company certified the Company's financial records pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
-A Form 8-K was filed on September 3, 2002 which disclosed the appointment of
David J. Iannini as Chief Financial Officer.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YP.NET, INC.
Dated: March 31, 2003 By /s/ Angelo Tullo
--------------------------------------
Angelo Tullo, Chairman of the Board
(Principal Executive Officer)
Dated: March 31, 2003 /s/ David Iannini
--------------------------------------
Chief Financial Officer
(Principal Accounting Officer)
BOARD OF DIRECTORS
Dated: March 31, 2003 By /s/ Angelo Tullo
--------------------------------------
Angelo Tullo
27
Dated: March 31, 2003 By /s/ Gregory B. Crane
--------------------------------------
Gregory B. Crane
Dated: March 31, 2003 By /s/ Daniel L. Coury, Sr.
--------------------------------------
Daniel L. Coury, Sr.
Dated: March 31, 2003 By /s/ Peter Bergmann
--------------------------------------
Peter Bergmann
Dated: March 31, 2003 By /s/ DeVal Johnson
--------------------------------------
DeVal Johnson
28
CERTIFICATIONS
I, Angelo Tullo, Chairman of YP.Net, Inc., certify that:
1. I have reviewed this annual report an Form 10-KSB of YP.Net, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying Officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as pf the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/ Angelo Tullo
Angelo Tullo
Chairman
29
CERTIFICATIONS
I, David Iannini, Chief Financial Officer of YP.Net, Inc., certify that:
2. I have reviewed this annual report an Form 10-KSB of YP.Net, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
7. The registrant's other certifying Officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as pf the Evaluation Date;
8. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
9. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/ David Iannini
David Ianninil,
Chief Financial Officer
30