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From 8K filed today:
1. Sale of Assets and Liabilities . Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the NYTEX shall sell all Assets and Liabilities of the NYTEX operation as outlined in Appendix A to Teliphone, and the Teliphone shall purchase the assets and liabilities from NYTEX for a purchase price of US$ five million dollars (US$5,000,000) payable by twenty million (20,000,000) Teliphone Corp common shares. (the “ Purchase Price ”) at a cost basis of US$ 0.25 per share.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8331814
The Agreement contains rescission rights for NYTEX
On January 5, 2012, Teliphone Corp, a Nevada Corporation, ("Teliphone"), announced that it had entered into an asset purchase agreement (the "Agreement") with New York Telecom Exchange Inc., a New York corporation ("NYTEX"), pursuant to which Teliphone acquired all operations, assets, liabilities and intellectual property of NYTEX in an all stock transaction. The Agreement is dated December 31, 2011, and pursuant to which Teliphone assumed all ongoing operations of NYTEX which will run as a separate division of Teliphone under its wholesale department.
The Agreement contains rescission rights for NYTEX based on either abandonment or insolvency by Teliphone. Should Teliphone abandon operation of NYTEX within 24 months of the Agreement, NYTEX will have the right to reassume NYTEX operations and all intellectual property in exchange for the return of the 20 million shares to Teliphone. Furthermore, should Teliphone become insolvent, declare bankruptcy invoke creditor protection actions, cease to do business or declare any situation which can be reasonably be construed as a serious risk to the viability of Teliphone within 24 months of execution of this Agreement, Teliphone will forfeit all rights to the NYTEX intellectual property including all software, trade names, client lists, domain names, goodwill, and any improvements and additions that may have been made after execution of this agreement and all such rights would revert back to NYTEX.
At closing, Teliphone delivered to NYTEX a total of 20,000,000 common shares of Teliphone.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Teliphone and NYTEX are related parties with common President/CEO, Lawry Trevor-Deutsch.
Teliphone intends to file required Financial Statements and Pro Formas within 71 days of this date.
Maybe you bought my shares. Been gone fishing and returned to find that someone bought my shares for .018 on Monday. Teliphone appears to have a profit but not sure about future prospects.
Will move on and try to make back my losses elsewhere. Good luck, Bobwins
.05 per share earnings
thanks kik.. i've been in since i saw the insider buying around .02 .. i will look closer at the 10q
Be careful w/TLPH
That $.01/share they appear to have made in the quarter isn't real. If you read the MDA they didn't include about $390K of expenses; netting them out you get a small loss. Plus, their book value is entirely customer lists and goodwill...a shaky balance sheet indeed.
Great and it appears he sold the business and has a new one.. He also bought a slug of stock recently but I don't trust.. hank
10bag, u still in this one? see today's 10q?
see the 10Q today? i added on it g/l
we're on the same page....actually looks as if there has been some short covering the past month at .016-.0165 (some baiting at the bid) has helped to get rid of some shares held by some impatient people, but would not like to see it travel south of .16 at this point.
I keep hoping but there my shares keep dwindling in value. I typically try to avoid commodity businesses that are subject to brutal price competition. I thought they had a niche but internet telephony is just too common and dominated by huge players with bigger marketing muscle. The tepid economic recovery is probably not helping Teliphone but parts of the Canadian economy are doing quite well so it will be interesting to see if they can create sales growth.
I don't think anyone would just throw money at something unless he had the inside scoop....which he does. I would like to think their turning things around. It was roughly $3900 he layed down so mostly chump change for him I would imagine.
But did the customers buy anything? That's the big question.
The pres. bought 200k shares at .019 and .0199 Feb 23, 2011....Link http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7751936
No posts in quite a while. Check out what's going on with our old parent company uama
TLPH.. $0.0131
I will resign my position as Mod., as soon as someone comes in that wishes to either become an assistant Mod. or Mod.. To say that TLPH has not worked out is to make the point mildly..
Management is now unavilabe for comment and I get the feeling that they left town rather than take heat from thier shareholders.. I hope for all concerned that TLPH remains a going concern.. hank
TLPH.. $0.013
I sent this to a bagholder in TLPH just a few moments ago..
I sold half my position yesterday.. But selling below $0.015 is almost stupid.. I have plenty of profits to offset but my Ave. cost is above $0.044.. I almost feel lied to by management because he said that he was in TLPH for the long run and even the debt holders exchanged stock at $0.25..
The amount of money that went out in pay and fees makes it look like IMO they are trying to strip the company of funds and the overdraft on the balance sheet doesn't make sense when there is over $500K in cash.. Not a pretty picture and it's just possible that TLPH like Vontage just doesn't have a competive place in the markets any longer..
It like many of my inactive loooooong positions have little exit possibilities and I doubt if there will be a market for them for some time.. Today I bought GEBD and DJRT at what seem to be steal prices.. Mabee TLPH will prove to be a buy here but my confidence with management has been shaken.. hank
Take a look in the I-Box.. Current 10Q..
What the hell happened here today? anyone?
TLPH.. $0.015
Sometimes you get the feeling that you have been screwed in small company stocks.. The release of the latest 10Q of TLPH leaves a taste in my mouth that I haven't had in years.. I have had several coversations with the president of TLPH about the lack of fees and salaries going to management of TLPH and i was assured that he and others were in TLPH for the long term value of thier investment.. In the current 10K there are charges of such a magnitude as to completly wipe out the whole shareholder's balance of shareholder's equity to a deficit of $50,064..
OPERATING EXPENSES
Selling and promotion 13,847 3,428 4,714 128
Administrative wages 468,832 90,183 252,034 49,743
Professional and consulting fees 386,223 67,993 160,410 43,940
Other general and administrative expenses 96,741 37,387 44,540 20,388
Impairment 337,275 00.00 337,275 00.00
Depreciation 6,168 3,572 3,379 1,762
Total Operating Expenses 1,309,086 202,563 802,352 115,961
I don't know at present if I have been and others that relied on my information have been actually been duped,, but this is as close as I can come to that accusation as I can without actually making it.. The future of TLPH is now very much in question in my mind and with continued pressure on foriegn rates it's ability to make money seems slight.. Sorry to all that have followed me into this investment but I as anyone else on a percentage basis have lost almost 75%.. To think that a one time last year my TLPH was worth over $46,000.00 and today is worth less than $10,000.00 is enough to piss anyone off.. hank
Seems this would have huge upside PPS potential with another good Quarter.When this gets some love, watch out!
Anybody out there waiting for this sleepy little giant to wake up?(beside you Hank)LOL.Like to see some action here.......sagedono
TLPH..$0.03 Added agin today.. Well over 600K now..
04/08/10 1:27 PM EDT Buy 15000 TLPH Executed @ $0.031 Details | Edit
04/08/10 1:27 PM EDT Buy 5000 TLPH Executed @ $0.031 Details | Edit
04/08/10 1:12 PM EDT Buy 15000 TLPH Executed @ $0.03 Details | Edit
04/08/10 1:11 PM EDT Buy 10000 TLPH Executed @ $0.0299 Details | Edit
TLPH... $0.03 This is starting to simmer nicely. Added 50,000 yesterday and 35000 today.sagedono
Getting a little love this week...
TLPH.. $0.029..
I added 60,000 today.. This stock is still cheap with all it's warts.. hank
okay-where do we go from here? up up up
Hola 10 bagger...
just stumbled in here after going through filings and like what i saw...
Gave you a person mark...
and the board a mark...
ALiVE
TLPH.. $0.023
2009 10k and 10Q posted on I-box.. TLPH earns money again and has $0.0163 in cash per share.. hank
I was encouraged by the last qtr results. Gross revs and profits were back up. If they can keep up the trends, we should attract more attention. Bobwins
TLPH..$0.0291
It looks as though a little life has come into TLPH.. hank
glad to see they are back to operating profits. Before the forgiveness of debt, they made .001eps. On a fwd annualized basis, that puts their p/e about 10.
Another good sign is that qtrly revs are steadily climbing.
Last 4 qtrs gross revs are 325K, 977K, 1,089K and 1,394.
Small company but impressive sales gains in a terrible economy. They must be offering consumers and small business a very good value proposition to get them to spend money in this economic downturn.
TLPH $0.0362 First Qtr. results..
Most of the profit came from forgivness of debt.. Still interesting as now TLPH now has critical mass that could be ripe for a take out..(I hope) hank
TELIPHONE CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 (UNAUDITED) AND SEPTEMBER 30, 2009
ASSETS
US $
DECEMBER 31, SEPTEMBER 30,
2009 2009
(unaudited)
Current Assets:
Cash and cash equivalents $ - $ -
Accounts receivable, net 566,112 514,988
Inventory 11,204 11,819
Prepaid expenses and other current assets 191,117 88,240
Total Current Assets 768,433 615,047
Fixed assets, net of depreciation 16,543 15,250
Goodwill 867,443 851,489
TOTAL ASSETS $ 1,652,419 $ 1,481,786
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities:
Bank overdraft $ 361,579 $ 93,714
Deferred revenue 4,329 2,690
Promissory note payable 18,079 26,152
Current portion of related party convertible debentures 57,088 56,038
Current portion of related party loans 42,500 42,500
Accounts payable and accrued expenses 758,000 998,494
Total Current Liabilities 1,241,575 1,219,588
Long Term Liabilities:
Related party convertible debentures, net of current portion - -
Related party loans, net of current portion 70,828 70,828
TOTAL LIABILITIES 1,312,403 1,290,416
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 Par Value; 125,000,000 shares authorized
and 37,376,657 and 37,376,657 shares issued and outstanding, respectively 37,377 37,377
Additional paid-in capital 1,847,871 1,847,871
Accumulated deficit (1,506,902 ) (1,650,709 )
Accumulated other comprehensive income (loss) (121,589 ) (119,562 )
Total Teliphone Corp. Stockholders' Equity (Deficit) 256,757 114,977
Noncontrolling interest 83,259 76,393
Total Stockholders' Equity (Deficit) 340,016 191,370
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,652,419 $ 1,481,786
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
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TELIPHONE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
US$
THREE MONTHS ENDED
DECEMBER 31,
2009 2008
OPERATING REVENUES
Revenues $ 1,394,535 $ 319,690
COST OF REVENUES
Inventory, beginning of period 11,819 8,964
Purchases and cost of VoIP services 848,979 178,603
Inventory, end of period (11,204 ) (6,593 )
Total Cost of Revenues 849,594 180,974
GROSS PROFIT 544,941 138,716
OPERATING EXPENSES
Selling and promotion 9,133 3,300
Administrative wages 216,798 40,440
Professional and consulting fees 225,813 24,054
Other general and administrative expenses 52,201 16,997
Depreciation 2,789 1,810
Total Operating Expenses 506,734 86,601
NET INCOME BEFORE OTHER
INCOME (EXPENSE) 38,207 52,115
OTHER INCOME (EXPENSE)
Forgiveness of debt 114,805 -
Interest expense (2,339 ) (31,363 )
Total Other Income (Expense) 112,466 (31,363 )
NET INCOME BEFORE PROVISION FOR
INCOME TAXES 150,673 20,752
Provision for Income Taxes - -
NET INCOME 150,673 20,752
Less: Net earnings attributable to noncontrolling interest (6,866 ) (6,510 )
NET INCOME APPLICABLE TO COMMON SHARES $ 143,807 $ 14,242
NET INCOME PER BASIC AND DILUTED SHARES $ 0.00 $ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 37,376,657 33,554,024
COMPREHENSIVE INCOME
Net Income $ 143,807 $ 14,242
Other comprehensive income (loss)
Currency translation adjustments (2,027 ) 45,306
Comprehensive income $ 141,780 $ 59,548
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
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TELIPHONE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
US$
THREE MONTHS ENDED
DECEMBER 31,
2009 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 143,807 $ 14,242
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 2,789 1,810
Noncontrolling interest 6,866 6,510
Forgiveness of debt (114,809 ) -
Changes in assets and liabilities
(Increase) in accounts receivable (41,475 ) (25,972 )
Decrease in inventory 836 1,239
(Increase) decrease in prepaid expenses and other current assets (101,655 ) 4,459
Increase in deferred revenues 1,589 2,477
(Decrease) in accounts payable and
and accrued expenses (142,185 ) (497 )
Total adjustments (388,044 ) (9,974 )
Net cash provided by (used in) operating activities (244,237 ) 4,268
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of capital assets (3,810 ) -
Net cash (used in) investing activities (3,810 ) -
CASH FLOWS FROM FINANCING ACTIVITES
Increase in bank overdraft 266,106 55,340
Repayment of promissory note (8,563 ) -
Proceeds from loan payable - related parties, net - (70,493 )
Net cash provided by (used in) financing activities 257,543 (15,153 )
Effect of foreign currencies (9,496 ) 10,885
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - -
CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ -
CASH PAID DURING THE PERIOD FOR:
Interest expense $ 2,339 $ 32,107
SUPPLEMENTAL NONCASH INFORMATION:
Common stock issued for liability for stock to be issued $ - $ 953,159
Maybe Q1 ending 12/31/09 is coming and they want to remind markets that fye 9/09 was profitable. Hopefully they have reversed Q4 losses and are profitable again in Q1. Bobwins
TLPH.. $0.0368
TeliPhone Achieves Net Profitability for Fiscal Year 2009..
This is old news.. I don't know why a re-release was done today.. hank
Feb 8, 2010 06:30:21 (ET)
MONTREAL, Feb 8, 2010 (GlobeNewswire via COMTEX) -- TeliPhone Corp. (TLPH, Trade ) has reported its financial results for the year ending September 30, 2009 showing an increase in sales from US$1,215,570 to $2,710,680 as compared to the year ending 2008, representing an increase of 123%. Profits are up from a loss of ($187,656) to a net income of $102,351 for the year. Gross Margin increased from $394,686 to $1,147,009.
"We were able to achieve double-digit growth during a particularly difficult year in the financial markets," says George Metrakos, President and CEO. "Our customer acquisition rate continues to be strong, and we continue to incorporate operational efficiencies across our network of services." TeliPhone continues to focus on opportunities to transfer customer voice traffic utilizing traditional analog circuits onto its own Internet-based network. Voice traffic over its own network permits the company to realize higher gross margins than through the re-sale of other carriers' analog networks.
About TeliPhone Corp.
TeliPhone Corp. is an Internet-based digital telecommunications company employing its own technology. Customers of TeliPhone, primarily small and medium sized businesses, receive more value added services for lower cost when using TeliPhone. TeliPhone specializes in hosted business telephony systems that reduce customer capital equipment costs while offering global incoming and outgoing call services with best-of-breed call quality. For more information, visit the company website at www.teliphone.us .
This news release contains forward-looking statements that are subject to various risks and uncertainties. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of numerous factors that may be beyond the Company's control. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made, and the Company assumes no obligation to update forward-looking statements should circumstances in management's expectations or opinions change.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: TeliPhone Corp.
CONTACT: TeliPhone Corp.
(212) 738-0008
investorrelations@teliphone.ca
Wow-down a lot today, good buying opp here or what? Merry Christmas everyone!
I calculate a Q4 loss of about $45K
I think that's why the stock is taking a beating the past two days...
and the CEO, CFO and President make no money (all the same guy). I did not like the 10K. You bought my shares. I do wish you the best. I did buy more SPMI with what I sold here... You're the man, most of the time....
TLPH..$0.048
Added again today.. This brings my total up to 2,123 shy of one half million.. hank
Buy 15000 TLPH Executed @ $0.048
Buy 10000 TLPH Executed @ $0.0453
TLPH.. $041
I too saw the filing.. Had a bid in afterwards and it got topped twice.. I am now holding 472,877 shares.. I spoke George Metrakos after I reached 1% and was satisfied that he was a man running a real company.. we have only 20 days more or less until the next filing and I am confident that all is well.. But it put a dent in todays P&L..hank
IRA Account #1 TLPH Trade 0.041 -0.01 -19.61% -$2,414.64 241,464 $9,900.02
IRA Account #2 TLPH Trade 0.041 -0.01 -19.61% -$2,314.13 231,413 $9,487.93
50,000 shares dumped at bid. Ceo filed form 4 gifting 150,000 shares to someone, I hope this isn't the someone but I would think there are some restrictions on the gift.
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Since the first overseas long distance call more than a hundred years ago, the industry has relied on bilateral agreements between network operators and international carriers in order to set prices for each terminating minute of international long distance traded between Network Operators, In-Country PTT's and Service Providers. The result is different prices for different call qualities between different buyers and sellers providing hundreds if not thousands of different prices for call termination to the same unique destination.
The root of these price discrepancies is found in bi-lateral agreements between Network Operators and International Carriers that have been the standard for setting prices in the market. This has in turn spawned an entire industry of by-pass routes and gateway operators to provide alternatives to non-carriers for in-country call termination.
This has resulted in extreme market inefficiencies, increasing prices due to hundreds of intermediaries in the demand and supply of an international call- each intermediary introduces a price increase, financing risk, technical risk due to multiple intermediary delivery points reducing call quality while increasing its price.
NYTEX is the new standard to which all destinations will have their price for call termination based on market supply and demand. NYTEX permits the monitoring of price fluctuations based on market forces providing one single reference price, at a reference quality, for each destination.
It is no surprise that commodities such as oil, gold and wheat trade globally on internationally recognized commodity exchanges that permit buyers and sellers to exchange them with accurate knowledge of price and market fluctuations within a neutral, financially secure and stable exchange such as the New York Mercantile Exchange (NYMEX)TM.
A minute of call termination is as much a nation's commodity as its wealth of precious minerals and oil- its demand and supply can be predicted due to such factors as population growth and phone penetration rates amongst the population. As demand for termination of call minutes increases due to increasing numbers of phone subscribers, supply will follow as Network Operators will expand their networks to accommodate this growth. New Network Operators will purchase licenses from countries in order to operate their services within the country- these elements will all contribute to increasing demand to reach people within the country, and their respective demands to reach people outside of their country.
Supply issues, much like with that of oil, also exist- as the country permits additional Carriers and gateway operators to operate in their country, supply of termination in that country will increase- just as major network outages will cause sudden decreases in supply- markets react and prices rise and fall.
The population of a country owns their call termination resource and entrust their governments to maximize the value of this resource and manage it as best as possible to the benefit of the population. International call termination becomes a predictable resource that governments can in turn utilize to finance their budgets through adequate taxation to carriers terminating in their country. NYTEX provides a neutral place for them to reference the real value of their resource and to sell those resources on the exchange within a safe, secure and internationally recognized framework.
To date, trading of telecommunications minutes has occurred when a buyer and a seller collectively agree on a price and quality specification between them and when both conditions of price and quality are met, the minutes flow through each trading partner. A change in price from the seller, for example, occurs through communication of rate amendments to the buyer, in which case, if approved, the price will change as per the new amendment. However, during this process the quality of the seller's route may decrease to a point unacceptable to the buyer, traffic is routed away or worse, traffic is blocked due to a technical problem at the seller resulting in dropped and poor quality calls.
NYTEX, through its advanced routing systems, monitors call quality and immediately updates and modifies call routings between buyers and sellers in order to maintain target qualities- should call reference quality cease to be delivered from a seller, for example, NYTEX will route the buyer's calls on a blending of additional routes such that the buyer maintains the reference quality. The blending of routes creates a change to the trading price, and if this price is above that of the buyer's BID, then the traffic is shut off, and the buyer is notified that they must increase their BID in order for traffic to continue to flow.
The same concept works on the Seller's side- if other sellers enter the market and are offering adequate quality at a lower price, the seller will see their traffic reduce and will be asked to update their ASK price should they wish to continue to transit traffic on their route.
Buyers and Sellers can trade on either the Spot market, or may conduct block (fixed price) trades.
As in the examples provided above, the market price fluctuates and as long as the market price is below that of a buyer's BID, or above that of a Seller's ASK, then traffic will flow. NYTEX clearing calculates a settlement based on minutes bought and sold at the market price and either debits or credits the buyers and sellers accounts with both minutes delivered / purchased and funds collected / spent. This is known as the NYTEX Spot Market and represents the flow of minutes at changing prices.
Note that on the Spot Market, buyers and sellers transact minutes and funds at the market price, and hence, if there is a decrease in the market price and call traffic still flows between buyer and seller due to adequate BID and ASK floors and ceilings, their respective accounts are debited at the market price and not at their respective BID and ASK price. This, known sometimes as a "Price Improvement", is always to the benefit of the trading partners and not the exchange.
NYTEX introduces the concept of the Block trade, that is, a fixed volume of minutes (always at the reference quality) at a fixed price. Once a block trade is consummated between a buyer and a seller, all minutes in the block are delivered at the Block trade settlement price irrespective of the market price.
NYTEX utilizes best of breed software, hardware, routing technologies and algorithms in order to ensure that minutes purchased and delivered occur at the reference quality for each destination market. Buyers and Sellers can feel confident in the capacity, redundancies and robustness of the NYTEX platform to deliver their trades on a timely basis. (Technology Partnerships- Quintum, Cisco, etc…)
Corporate Partner: Cambridge Mercantile Group
Cambridge Mercantile Group provides foreign currency exchange services in over 130 global markets including purchase, sales forward contracts , foreign currency drafts and electronic and wire transfers. For over 10 years, with offices located in Canada, the United States and the United Kingdom.
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