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| MSTI Holdings, Inc., a communications technology company provides true quadruple play (Quad-Play) services to multi-tenant unit and multi-dwelling unit residential, hospitality, and commercial properties. Its Quad-Play services include video, voice, high-speed Internet, and wireless fidelity access. The company provides digital television service through DISH Network, a national satellite television provider under the NuVisions brand of services, including approximately 500 channels of video and audio programming; NuVisions broadband high speed Internet service using terrestrial fiber optic links; and NuVisions digital voice telephone service. It also provides NuVisions Wi-Fi footprint and NuVisions Wi-Fi service, as well as Internet protocol television services that distribute television content over IP. In addition, MSTI Holdings operates as an Internet service provider, as well as offers a suite of ancillary services, including the design, installation, and service of satellite and Internet protocol based video conferencing and surveillance systems. The company was founded in 1982 and is based in Hawthorne, New Jersey. MSTI Holdings, INC. formerly operated as a subsidiary of Telkonet Inc. | | History: INCORPORATED in Delaware May 18, 2007 as Fitness Xpress Software Inc., and on that date, merged a Nevada concern of the same name incorporated on Feb. 10, 2006. Name changed to MSTI Holdings, Inc. on May 24, 2007.
May 22, 2007, merged its wholly owned Delaware subsidiary Microwave Acquisition Corp. into Microwave Satellite Technologies, Inc. (MST), a New Jersey corporation formed in 1982, which, as the surviving concern, became a wholly owned subsidiary of the company. Under the terms of the merger agreement, each MST common share was exchanged for 120,000 shares of the company's common stock. In connection with the merger, the company completed a private placement of common stock and warrants in units, which resulted in the issuance of 5,597,664 common shares and five-year warrants to buy 2,798,836 common shares at a price of $1.00 per share, for gross proceeds of $3,078,716.50 in the aggregate.
July 18, 2007, Microwave Satellite Technologies, Inc., the company's wholly owned operating subsidiary, acquired substantially all the assets of Newport Telecommunications Co., a New Jersey general partnership, for a total consideration of $2,550,000. | | | | Subsidiaries: |
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Microwave Satellite Technologies, Inc.
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| Annual Report |
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| | | Income Statement | |
| 2007 |
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| Revenue, net | $2,675,750 | | Cost of Sales | 3,405,599 | | Gross Profit (Loss) | (729,849) | | Operating Expenses: |
| | Selling, General and Administrative | 4,108,077 | | Impairment write-down in Goodwill | 1,958,198 | | Impairment write-down in Long Lived Assets | 493,512 | | Non-Employee stock based compensation | 337,500 | | Employee stock based compensation | 40,500 | | Employee stock options | 308,634 | | Depreciation and Amortization | 466,142 | | Total Operating Expense | 7,712,563 | | Loss from Operations | (8,442,412) | | Other Income (Expense): |
| | Registration rights liquidated damage | (500,000) | | Interest Income | 71,480 | | Interest Expense | (1,139,952) | | Total Other (Expenses) | (1,568,472) | | Loss Before Provision for Income Taxes | (10,010,884) | | Provision for Income Taxes | - | | Net Loss | $(10,010,884 | | Loss per common share (basic and diluted) | ($0.43) | | Weighted average common shares for computation | 23,439,567 | | Operating Income As Calculated |
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| | Fixed Charges Coverage: |
| | Available for Fixed Charges |
| | Gross Fixed Charges |
| | Fixed Charges Times Earnings |
| | Fixed Charges Coverages and Preferred Dividends Times Earnings |
| | Capital Expenditures |
| | Research & Development Expenditures |
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| | | | Balance Sheet | |
| 2007 | 2006 |
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| ASSETS |
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| | Current Assets: |
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| | Cash and cash equivalents | $1,022,965 | $114,468 | | Accounts receivable, net of allowance for doubtful accounts of $10,000 at December 31, 2007 and |
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| | December 31, 2006 | 241,487 | 100,146 | | Deferred income tax - current | - | 261,517 | | Other current assets | 222,872 | 76,056 | | Total current assets | 1,487,324 | 552,187 | | Property and equipment, at cost (Note D): |
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| | Furniture and equipment | 382,214 | 268,514 | | Less: accumulated depreciation | 82,385 | 37,683 | | Total property and equipment, net | 299,829 | 230,831 | | Cable equipment and installations, at cost (Note E): |
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| | Cable equipment and installations, at cost | 5,286,580 | 3,684,237 | | Less: accumulated depreciation | 930,607 | 344,045 | | Total Cable equipment and installations, net | 4,355,973 | 3,340,192 | | Other assets: |
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| | Intangible assets, net of accumulated amortization of $703,764 and $282,325 at December 31, 2007 |
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| | and December 31, 2006, respectively (Note C) | 3,740,350 | 2,181,602 | | Goodwill (Note B) | - | 1,958,198 | | Financing costs, net of accumulated amortization of $168,353 | 697,461 | - | | Investment in affiliates (Note F) | 54,803 | 54,803 | | Deposits | 12,600 | 12,600 | | Total other assets | 4,505,214 | 4,207,203 | | Total Assets | $10,648,340 | $8,330,413 | | LIABILITIES AND STOCKHOLDERS' EQUITY |
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| | Current liabilities: |
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| | Accounts payable and accrued liabilities | $1,862,918 | $955,803 | | Current portion of long-term debt (Note H) | 547 | 6,555 | | Registration rights liability (Note G) | 500,000 | - | | Note Payable officer | - | 80,444 | | Income tax refund due to officer (Note K) | 291,000 | 291,000 | | Due to Parent Company (Note K) | 1,270,287 | 5,603,310 | | Deferred revenue | 116,851 | 96,463 | | Total current liabilities | 4,041,603 | 7,033,575 | | Long-term liabilities: |
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| | Long-term debt - less current portion (Note G and H) | 4,432,344 | 547 | | Total long-term liabilities | 4,432,344 | 547 | | Total Liabilities | 8,473,947 | 7,034,122 | | Commitments and contingencies (Note N) | - | - | | Stockholders' equity (Note I) |
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| | Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued and |
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| | outstanding at December 31, 2007 and December 31, 2006 | - | - | | Common stock, $0.001 par value, 90,000,000 shares authorized; 29,816,552 and 15,000,000 shares |
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| | issued and outstanding as of December 31, 2007 and December 31, 2006 | 29,817 | 15,000 | | Additional paid-in capital | 14,377,130 | 3,502,961 | | Accumulated deficit | (12,232,554) | (2,221,670) | | Total Stockholders' equity | 2,174,393 | 1,296,291 | | Total Liabilities and Stockholders' Equity | $10,648,340 | $8,330,413 | | See accompanying notes to consolidated financial statements |
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| | Preferred Shares Issued |
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| | Common Shares Issued |
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| | Treasury Shares - Preferred |
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| | Treasury Shares - Common |
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| Quarterly Report Information
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| | | Quarterly Revenue, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | 920,000 | | 2008 |
2 | 1,020,000 | | 2008 |
3 | 990,000 | | 2007 |
1 | 490,000 | | 2007 |
2 | 500,000 | | 2007 |
3 | 770,000 | | 2007 |
4 | 910,000 | | 2007 |
Full Year
| 2,680,000 | | 2006 |
1 | 440,000 | | 2006 |
2 | 440,000 | | 2006 |
3 | 480,000 | | 2006 |
4 | 490,000 | | 2006 |
Full Year
| 1,900,000 | | 2005 |
1 | 1,070,000 | | 2005 |
2 | 1,090,000 | | 2005 |
3 | 690,000 | | 2005 |
4 | 690,000 | | 2005 |
Full Year
| 3,530,000 |
| | | | | | Quarterly Net Income, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | (1,380,000) | | 2008 |
2 | (1,860,000) | | 2008 |
3 | (2,180,000) | | 2007 |
2 | (1,390,000) | | 2007 |
3 | (2,460,000) | | 2007 |
4 | (4,860,000) | | 2007 |
Full Year
| (10,010,000) | | 2006 |
Full Year
| (3,690,000) | | 2005 |
Full Year
| (60,000) |
| | | | | | Quarterly EPS, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | (.05) | | 2008 |
2 | (.06) | | 2008 |
3 | (.07) | | 2007 |
1 | (.08) | | 2007 |
2 | (.07) | | 2007 |
3 | (.08) | | 2007 |
4 | (.16) | | 2007 |
Full Year
| (.43) | | 2006 |
3 | (.04) | | 2006 |
4 | (.05) | | 2006 |
Full Year
| (.25) |
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