OTC Bulletin Board

S & P Company Insight for MSTI HOLDINGS INC

Business Summary: 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.
  259-263 Goffle Road
  Hawthorne , NJ 07506
  Phone: 973-304-6080
  Fax: 973-304-6081
  Website: http://www.mst-online.com
  New York
Transfer Agent
  Signature Stock Transfer, Inc.
Employees:  36
ShareHolders:  101
Founded:  2006
Domicile:  Delaware

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.
Microwave Satellite Technologies, Inc.


 Warren V. MusserChairman
 Frank T. MatarazzoSecretary & Chief Executive Officer
 Ownkar  PersaudChief Financial Officer & Chief Accounting Officer
 Keith V. ScarzafavaChief Operating Officer
 Alan  KurianChief Technology Officer
 Harrison  WiseInvestor Relations Contact

 Thomas C. Lynch
 Frank T. Matarazzo
 Warren V. Musser
 Annual Report

Annual Report
Income Statement
Revenue, net$2,675,750
Cost of Sales3,405,599
Gross Profit (Loss)(729,849)
Operating Expenses:
Selling, General and Administrative4,108,077
Impairment write-down in Goodwill1,958,198
Impairment write-down in Long Lived Assets493,512
Non-Employee stock based compensation337,500
Employee stock based compensation40,500
Employee stock options308,634
Depreciation and Amortization466,142
Total Operating Expense7,712,563
Loss from Operations(8,442,412)
Other Income (Expense):
Registration rights liquidated damage(500,000)
Interest Income71,480
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 computation23,439,567
Operating Income As Calculated
Depr. and Amort.
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
Balance Sheet
Current Assets:
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
December 31, 2006241,487100,146
Deferred income tax - current-261,517
Other current assets222,87276,056
Total current assets1,487,324552,187
Property and equipment, at cost (Note D):
Furniture and equipment382,214268,514
Less: accumulated depreciation82,38537,683
Total property and equipment, net299,829230,831
Cable equipment and installations, at cost (Note E):
Cable equipment and installations, at cost5,286,5803,684,237
Less: accumulated depreciation930,607344,045
Total Cable equipment and installations, net4,355,9733,340,192
Other assets:
Intangible assets, net of accumulated amortization of $703,764 and $282,325 at December 31, 2007
and December 31, 2006, respectively (Note C)3,740,3502,181,602
Goodwill (Note B)-1,958,198
Financing costs, net of accumulated amortization of $168,353697,461-
Investment in affiliates (Note F)54,80354,803
Total other assets4,505,2144,207,203
Total Assets$10,648,340$8,330,413
Current liabilities:
Accounts payable and accrued liabilities$1,862,918$955,803
Current portion of long-term debt (Note H)5476,555
Registration rights liability (Note G)500,000-
Note Payable officer-80,444
Income tax refund due to officer (Note K)291,000291,000
Due to Parent Company (Note K)1,270,2875,603,310
Deferred revenue116,85196,463
Total current liabilities4,041,6037,033,575
Long-term liabilities:
Long-term debt - less current portion (Note G and H)4,432,344547
Total long-term liabilities4,432,344547
Total Liabilities8,473,9477,034,122
Commitments and contingencies (Note N)--
Stockholders' equity (Note I)
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued and
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
issued and outstanding as of December 31, 2007 and December 31, 200629,81715,000
Additional paid-in capital14,377,1303,502,961
Accumulated deficit (12,232,554)(2,221,670)
Total Stockholders' equity2,174,3931,296,291
Total Liabilities and Stockholders' Equity$10,648,340$8,330,413
See accompanying notes to consolidated financial statements
Net Working Capital
Equity per Share
Depr. and Amort. Reserve
Preferred Shares Issued
Common Shares Issued
Treasury Shares - Preferred
Treasury Shares - Common
 Interim Report

Interim Report   
Data Not Available
 Pro Forma Report

Pro Forma Report   
Data Not Available
 Quarterly Report

Quarterly Report Information   
Quarterly Revenue, US$
  2008   1920,000
  2008   21,020,000
  2008   3990,000
  2007   1490,000
  2007   2500,000
  2007   3770,000
  2007   4910,000
  2007   Full Year 2,680,000
  2006   1440,000
  2006   2440,000
  2006   3480,000
  2006   4490,000
  2006   Full Year 1,900,000
  2005   11,070,000
  2005   21,090,000
  2005   3690,000
  2005   4690,000
  2005   Full Year 3,530,000
Quarterly Net Income, US$
  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$
  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)
 Stock Data

Capitalization as of 06/30/2008:
 Authorized SharesOutstanding Shares
Preferred $0.001 par10,000,000None
Common $0.001 par90,000,00029,816,552
LONG TERM DEBT: $4,442,788.
Common $0.001 par
Stockholders:  04/01/2008, 101.
PRINCIPAL STOCKHOLDERS: March 30, 2008, Telkonet, Inc. owned or controlled 62.0% of the Common and Frank T. Matarazzo 6.7%.
Transfer Agent:  Signature Stock Transfer, Inc.   Plano , TX
OTC Bulletin Board( Primary): MSHI
OTC Bulletin Board20080.95000.0100
OTC Bulletin Board20071.97000.4000
DIVIDENDS: Common $0.001 par: None to public; 2008, None.