UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 16, 2004
VOIP, INC.
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(Exact name of registrant as specified in its charter)
Texas 000-28985 75-2785941
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
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(Address of principal execute offices, including zip code)
(954) 434-2000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
Registrant filed a Form 8K on September 16, 2004, describing in Items 1
and 2 a material acquisition and resulting change of control. Pursuant to Item
9.01(a)(4) of Form 8-K, financial statements of the acquired businesses and
financial statements are being filed by amendment hereby. This Amendment should
be read in conjunction with the Form 8-K filed on September 13, 2004.
Item 9.01. Financial Statements and Exhibits
INDEX TO FINANCIAL STATEMENTS
VOX CONSULTING GROUP, INC.
VOX CONSULTING GROUP, INC.
d/b/a VOIP AMERICAS
FINANCIAL STATEMENTS
AND
AUDITOR'S REPORT
DECEMBER 31, 2003 AND 2002
(With Independent Auditors' Report Thereon)
Table of Contents
Independent Auditors' Report...................................................3
Financial Statements:
Balance Sheet..............................................................4
Statements of Revenues and Expenses and Accumulated Deficit................5
Statements of Cash Flows...................................................6
Pro Forma Balance Sheet and Statement of Operations.......................11
Notes to Financial Statements..................................................7
2
IDA C. OVIES, CPA, PA
2307 DOUGLAS RD, STE 400
MIAMI, FL 33145
AUDITORS' REPORT
Board of Directors and Stockholders
Vox Consulting Group, Inc.
Miami, Florida
We have audited the accompanying balance sheet of Vox Consulting Group, Inc. as
of December 31, 2003 and 2002, and the related statement of revenue and expenses
and accumulated deficit, and cash flows for the years then ended. The financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Vox Consulting
Group, Inc. as of December 31, 2003 and 2002, and the results of operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ Ida C. Ovies
Ida C. Ovies, CPA, PA
November 12, 2004
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VOX CONSULTING GROUP, INC.
BALANCE SHEET
DECEMBER 31,
2003 2002
ASSETS
Current Assets
Cash in banks $ 13,533 $ 5,699
Accounts receivable 49,911 --
--------- ---------
63,444 5,699
--------- ---------
Property and Equipment, net of
accumulated depreciation of $18,015 and
$4,277 in 2003 and 2002 respectively 70,412 35,505
--------- ---------
Other Assets
Deposits 1,150 3,000
--------- ---------
1,150 3,000
--------- ---------
$ 135,006 $ 44,204
========= =========
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 111,442 $ 12,202
Customer deposits
48,000 --
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159,442 12,202
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Stockholder's Deficit
Common stock, 100 shares authorized,
issued and outstanding, $1 par value 100 100
Paid in capital 79,138 88,751
Accumulated deficit (103,674) (56,849)
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(24,436) 32,002
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$ 135,006 $ 44,204
========= =========
4
VOX CONSULTING GROUP, INC.
STATEMENT OF REVENUES AND EXPENSES
AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31,
2003 2002
Revenues
Telecommunication services $ 394,651 $ 31,514
Cost of Sales 360,775 52,751
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Gross Margin 33,876 (21,237)
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Expenses
General and administrative 66,962 31,335
Depreciation 13,739 4,277
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80,701 35,612
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Net Loss (46,825) (56,849)
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Accumulated Deficit, beginning (56,849) 0
--------- ---------
Accumulated Deficit, ending $(103,674) $ (56,849)
========= =========
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VOX CONSULTING GROUP, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
2003 2002
Cash flows from operating activities:
Net Loss $(46,825) $(56,849)
Adjustments to reconcile net income to cash
provided (used in) operating activities:
Depreciation 13,739 4,277
Changes in current assets and liabilities:
(Increase) decrease in:
Accounts receivable trade (49,911) --
Increase (decrease) in:
Accounts payable and accrued expenses 99,240 12,202
Customer deposits 48,000 --
Deposits 1,850 (3,000)
-------- --------
Cash provided (used) by operating activities 66,093 (43,370)
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (48,646) (39,782)
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Cash used by investing activities (48,646) (39,782)
-------- --------
Cash flows from financing activities:
Shareholder (distributions) contributions (9,613) 88,851
-------- --------
Cash provided (used) by financing activities (9,613) 88,851
-------- --------
Net increase in cash and cash equivalents 7,834 5,699
Cash and cash equivalents, beginning 5,699 --
-------- --------
Cash and cash equivalents, ending $ 13,533 $ 5,699
======== ========
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VOX CONSULTING GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Vox Consulting Group, Inc. is a Florida Corporation organized in 2002.The
Company is a full service, wholesale Internet Telephony Service Provider
enabling emerging carriers, Internet Service Providers (ISP's), Independent
Telephone Company (ITC's), Cable Operators and Competitive Local Exchange
Carriers (CLEC's) to quickly and efficiently launch advanced VoIP services to
their customer base. Its services include wholesale-VoIP for U.S. and
International termination; VoIP-800 and VoIP-did for access; and turnkey-VoIP, a
full featured hosted platform providing the most popular residential and small
business VoIP services.
BASIS OF PRESENTATION
Use of Estimates
The financial statements have been prepared in accordance with generally
accepted accounting principles. Such financial statements include estimates and
assumptions that affect the reported amounts of assets, liabilities and the
amount of revenue and expenses. Actual results could differ from those
estimates.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers cash in bank
accounts, certificate of deposits and investment instruments purchased with
maturities of three months or less as cash and cash equivalents.
Property and Equipment
Property and equipment is stated at its original cost and depreciated under the
accelerated method over its estimated useful life (five to seven years). The
cost of maintaining and repairing property and equipment are charged to expense
as incurred.
Revenue Recognition
Revenues are recognized when earned, as services are provided.
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VOX CONSULTING GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
Income Taxes
The Company, with the consent of its shareholders, has elected to be treated as
an "S" Corporation, under the Internal Revenue Code. In lieu of paying corporate
income taxes, the shareholders of an "S" Corporation are taxed on their
proportionate share of the Company's taxable income. Therefore, there is no
provision or liability for income taxes reflected in the accompanying
statements.
ACCOUNTS RECEIVABLE
The Company provides for doubtful accounts based on experience rates. No
provision for bad debts was deemed necessary at December 31, 2003.
PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2003 and 2002 consisted of the following:
2003 2002
Equipment $ 77,091 $ 28,446
Software 11,336 11,336
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88,427 39,782
Less accumulated depreciation (18,015) (4,277)
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$ 70,412 $ 35,505
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SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for interest for the years ended December 31, 2003 and 2002 was $2,409
and $1,857 respectively. Cash paid for taxes for the years ended December 31,
2003 and 2002 was $-0-.
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VOX CONSULTING GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
COMMITMENTS AND CONTINGENCIES
Leases
During the year 2003, the Company rented office space from a related party under
a month to month operating lease. Rent expense under this lease for the year
ended December 31, 2003 was $5,000.
Service Agreement
The Company has a service agreement with an unrelated party for Co-Location
services. The agreement is for a term of two years commencing on October of
2004, and calls for minimum service fees of $2,150 a month. Minimum service fees
payable under this contract for the next two years is as follows:
2005 $ 25,800
2006 19,350
Other Contingencies
The Company is subject to claims arising in the ordinary course of business.
While complete assurance cannot be given as to the outcome of any legal claims,
in the opinion of management, the outcome of these matters is not expected to
have a material effect on the Company's financial position or results of
operations.
SUBSEQUENT EVENTS
On September 10, 2004, VoIP, Inc., a publicly traded Company, acquired 100% of
the shares of the Company from its shareholders in exchange for 1,000,000 shares
of VoIP, Inc.'s restricted common stock. VoIP, Inc. is a public Company with
wholly owned subsidiaries that develop and distribute innovative technology,
services and solutions for voice over Internet Protocol, wireless and multimedia
applications.
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The following unaudited pro forma financial statements give effect to the
acquisition by VoIP, Inc. of VOX Consulting Group, Inc., a Florida-based
subsidiary, in a transaction to be accounted for using the purchase method of
accounting. The unaudited pro forma balance sheet is based on the historical
balance sheets of VoIP, Inc., and VOX Consulting Group, Inc. The unaudited pro
forma statements of operations are based on the historical statement of
operations of VoIP, Inc., and VOX Consulting Group, Inc., and combine the
results of operations of VoIP, Inc, and VOX Consulting Group, Inc., for the
twelve month period ended December 31, 2003 as if the acquisition occurred on
January 01, 2003.
The unaudited pro forma information is presented for illustrative purposes only.
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VoIP Inc.
Unaudited Proforma Consolidated Balance Sheet
December 31, 2003
VOX Proforma
Consulting Adjustments
VoIP Inc. Group (2) Proforma
----------- ----------- ----------- -----------
ASSETS
Current Assets
Cash on hand and in bank $ 3,499 $ 13,533 $ -- $ 17,032
Accounts receivable -- 49,911 -- 49,911
Inventory, net of reserve 251,534 -- -- 251,534
Prepaid expense 4,425 -- -- 4,425
----------- ----------- ----------- -----------
Total Current Assets 259,458 63,444 -- 322,902
----------- ----------- ----------- -----------
Property and equipment, net -- 70,412 -- 70,412
Other assets -- 1,150 -- 1,150
----------- ----------- ----------- -----------
TOTAL ASSETS $ 259,458 $ 135,006 $ -- $ 394,464
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ -- $ 111,442 $ -- $ 111,442
Amounts due to affiliates 151,166 -- -- 151,166
Other current liabilities -- 48,000 -- 48,000
----------- ----------- ----------- -----------
Total Liabilities 151,166 159,442 -- 310,608
----------- ----------- ----------- -----------
Commitments and contingencies -- -- -- --
Stockholders' equity
Common stock - $0.001 par value
14,230,939 and 1,730,939 issued
and outstanding respectively 1,731 100 -- 1,831
Additional paid in capital 731,208 79,138 -- 810,346
Accumalitive deficit (624,647) (103,674) 251,534 (476,787)
----------- ----------- ----------- -----------
Total stockholders' equity 108,292 (24,436) 251,534 335,390
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 259,458 $ 135,006 $ 251,534 $ 645,998
=========== =========== =========== ===========
VoIP Inc.
Unaudited Proforma Consolidated Statement of Operations
Twelve months ended December 31, 2003
VOX Proforma
Consulting Adjustments
VoIP Inc. Group (2) Proforma
----------- ----------- ----------- -----------
Revenues $ 8,678 $ 394,651 $ -- $ 403,329
Cost of Sales 11,213 360,775 -- 371,988
----------- ----------- ----------- -----------
Gross Profit (2,535) 33,876 -- 31,341
Operating expenses
General and administrative 98,899 80,701 -- 179,600
----------- ----------- ----------- -----------
Loss from operations (101,434) (46,825) -- (148,259)
Other expenses (251,534) -- 251,534 --
----------- ----------- ----------- -----------
Loss before income taxes (352,968) (46,825) 251,534 (148,259)
Provision for income taxes -- -- -- --
----------- ----------- ----------- -----------
Net Income (Loss) $ (352,968) $ (46,825) $ 251,534 $ (148,259)
=========== =========== =========== ===========
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 19, 2004 VoIP, INC.
(Registrant)
By: /s/ Steven Ivester
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Steven Ivester
President and Chief Executive Officer
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