This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This...

30
This page intentionally left blank for formatting purposes. Do Not Print.

Transcript of This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This...

Page 1: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

This page intentionally left blank for formatting purposes.

Do Not Print.

Page 2: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

Business Prospectus

2009

Page 3: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase
Page 4: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase and is for information purposes only. This Business Prospectus is confidential and contains proprietary information including trade secrets of PNCS, LLC. Neither the Prospectus nor any of the information contained in the Prospectus may be reproduced or disclosed to any person under any circumstances without the express written permission of PNCS, LLC.

Information, including forecast financial information, in this Business Prospectus should not be considered as a recommendation in relation to investing, holding, purchasing or selling shares, securities or other instruments in or, in entities related to, PNCS, LLC or any other company. Due care and attention has been used in the preparation of forecast information, however, actual results may vary from forecasts and any variation may be materially positive or negative. Forecasts, by their very nature, are subject to uncertainty and contingencies many of which are outside the control of PNCS, LLC.

PNCS, LLC accepts no liability whatsoever for any loss or damage of any kind arising out of the use of all or any part of this material. Our comments are an expression of opinion. While we believe our statements to be true, they always depend on the reliability of our own credible sources. We recommend that you consult with a licensed, qualified professional before making any investment decisions.

Copyright 2009 PNCS, LLC

All Rights Reserved

Page 5: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 1 | Confidential, All Rights Reserved

Executive Summary

PNCS, LLC (PNCS) an Idaho company formed in 2007, is embarking on a comprehensive project to market innovative products and services in the communications industry.

PNCS was founded as a progression from DashSmart, Inc. in order to raise capital to further develop products and services based on a patent for portable navigation and communications systems. DashSmart filed for this patent on December 6, 2002 received U.S. Patent Office approval on January 10, 2006 (US# 6,985,753.)

The patent embodies a system which combines within a single enclosure a GPS satellite-positioning unit, mobile telephony using cell phone technology and a personal computing system capable of wired or wireless internet/intranet access and multi-media functions using a standard operating system. In this embodiment, multiple displays can maintain functional independence of simultaneous operations and allow for fail-over to enhance reliability. A speech recognition subsystem is also included providing a multi-lingual voice-activated, speech-controlled user interface for safe hands-free operation.

The product prototypes constructed thus far have provided the basis for product designs, manufacturing plans and marketing to several market segments. The prototypes constructed include cell phones, in-dash systems, Tablet PCs, software and other iterations. PNCS will manufacture and market these portable communication system products/services plus form joint ventures and licensing agreements with other companies to build and market products and services.

The Company intends to market the developed products and services, continue to develop, refine and extend the systems and implement additional profitable projects as market opportunities occur.

After many hours in business development costs including prototyping, securing technology patents, and establishing new methods that will reshape the landscape of portable communication systems. The PNCS intends to become a leader in portable communication systems applications.

PNCS Management anticipates that manufacturing, joint ventures, licensing and resultant product and services sales will be the primary sources of revenue.

The concept includes several primary approaches:

1. Manufacture products and provide services 2. License the technology to joint venture companies for

existing PNCS projects. 3. License companies to create new products. 4. License existing products from companies who are in

violation of our patents. 5. Extend systems applications and apply them to

additional market opportunities.

The program purpose is to apply the technology to viable consumer, commercial, government and military uses that will maximize utilization and income and return on investment.

There are products available on the market today which are being produced and marketed in direct violation of our patent and intellectual property. One of our primary goals is to secure joint ventures and licensing agreements where ever possible with the companies who are violating our patent. We will seek to work with as many of these companies as possible to develop a positive relationship. The enforcement of our patent rights will provide a source of revenue infusion for the company. Such enforcement will, however, require an infusion of capital to allow us to defend our patent.

Page 6: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 2 | Confidential, All Rights Reserved

Executive Summary

PNCS Vois patented technology brings it all together – with Hands-Free Voice Control...

…Anywhere You Are!

Digital Speech Process Controller

Wireless Cellular Modem

Connectivity

Cellular Phone Communications

& Control

Full Function Windows PDA for MS Office

Applications

802.11x Wireless LAN Connectivity

& PC Interface

Data & Media Storage

(up to 500GB)

GPS Navigational System with

POI Database Integration

Digital Compass

Bluetooth Connectivity

iPod & Media Player Interface & Control

Page 7: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 3 | Confidential, All Rights Reserved

The Concept

Imagine yourself in your vehicle; you are driving down the road, when you realize that you didn’t get back to a client who had called you before you left. You will place that call, but not on your cell phone. Instead you speak to what would used be a radio, but it is not a radio…

…It’s “Vois”, a voice activated speech recognition software that not only places phone calls, but allows you to dictate email, check a contact list on your computer, find your way around via integrated GPS, access your favorite music, entertain your passengers with movies, find a great restaurant, make a reservation, or browse the Internet all while keeping both hands on the wheel.

PNCS (a software design company in Boise, Idaho) is completing development of the fifth generation of Vois, a patented, technically advanced, wireless voice and data software, envisioned for use within vehicles as well as non-vehicular applications. Vois is software that integrates hands-free, mobile communications, media, data and a mapping system that includes an integrated GPS and compass system for global positioning and navigation and interaction.

Vois is answering the call that is being heard across the country and literally the world for a global voice and data communications and navigational system that is hands free, friendly, portable, and inexpensive.

PNCS seeks not only prominence in the development and distribution of in-vehicle terminal software and devices but also in the seamless integration of ‘Always On’ Internet connectivity, for both vehicular driven and non-vehicular driven sales channels alike.

"In-vehicle voice and data services is expected to generate $50 billion in annual revenues by the year 2010" says Pat Kennedy, CEO of Cellport Systems. "This industry is calling this new development ‘Telematics’, and that demand will dwarf the growth of most new technologies."

“The wireless Internet has a higher value proposition than wired net," says Intel CEO Craig Barrett. "There are 400 million users who like what they have in the Internet, and they want to go mobile."

“The market is about to explode,” is how Forrester Research sizes up the growth in the next few years. “With a 160% increase this year, and doubling or tripling each year after that.”

PNCS Vois software running on our in-dash unit with wireless connections to a cell phone and iPod.

Page 8: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 4 | Confidential, All Rights Reserved

Vois means more convenient, capable, and efficient mobile abilities in your vehicle.

Vois provides leading edge technology for everyday lives.

The Concept

Our patented Vois technology will improve the method of transmitting and utilizing information Vois software integrates hands-free mobile communication and mapping system with an integrated GPS system for global positioning and navigation. Vois software provides hands free integration of wireless communication, entertainment, navigation, and office applications for mobile users and business professionals and others seeking safety, convenience and productivity while in their automobile.

Vois is a voice activated, speech recognition software that not only places phone calls, but allows users to dictate email, access applications, find directions via the Integrated GPS System, access favorite music, entertain passengers with movies, and browse the internet all while keeping both hands on the wheel plus giving voice commands to other systems.

Vois in action could include a scenario where a user, while driving down a road, realizes that they didn’t get back to a client who had called before they left their office. The user place can place that call using Vois by simply speaking to what would be normally the car radio. Using Vois, they could, after talking to the client, add an appointment into their calendar and send an email confirmation to the client regarding the conversation and appointment.

Vois answers a need across the United States and the world for the next generation of global communications and navigational system that is hands free, friendly, portable and inexpensive.

Vois also provide businesses with a new platform for conveying their messages. The Vois platform provides an ongoing revenue stream to PNCS through paid content and advertizing revenues.

PNCS Vois integrated with GPS assisting with night-time driving via on our in-dash unit with wireless connections to a cell phone and iPod.

Page 9: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 5 | Confidential, All Rights Reserved

The Market

The US communications market is on the rise and by most experts a secure one. The need to communicate and stay "connected" is essential to everyone. At home, in the office, on the road, where ever people need to communicate.

“..Telecom is like death and taxes -- unavoidable: Everyone needs a phone, a way to communicate. It's virtually recession proof. No matter what happens in the world markets, everyone will need to have the need to have communications service. Moreover, companies constantly are looking at ways to save money, so they will look to telecom as one way to cut costs."

(Taken from 'Don't Create Your Own Recession in a Recession Proof Business" by Larry Fishelson, PhonePlus Magazine, May 30, 2007.)

In an InformationWeek article Compass Intelligence, a consultant and market analytics company, stated their predictions for the future mobile market:

New research indicates that the U.S. mobile applications market will grow to $9 billion by 2011. Compass Intelligence, a consulting and market analytics company, forecast that U.S. businesses would spend about $3.8 billion on mobile applications this year. That includes custom-coded wireless packages, productivity tools, enterprise resource planning tools, e-mail, and security applications. The Compass findings (available through subscription), also predicted double-digit annual growth through 2011.

Compass predicts U.S. annual growth rates in the market to be between 20 and 37% from 2006 through 2011. The company also forecasts major trends in sophisticated and business-oriented devices that enable collaboration. Popular applications will also deliver SMS/text messaging, content relationship management programs, project management software, and file-sharing.

"Because of the converged world of communications, applications and mobile applications are creating huge buzz and interest in the market," Stephanie Atkinson, managing partner at Compass Intelligence, said in a prepared statement. "Service providers must get into the mobile applications game by either developing new relationships with software vendors or developing in-house solutions that work across mobile devices."

(Taken from `US Mobile Applications Market Forecast to Reach 9 Billion Soon" by K.C. Jones, InformationWeek, May 30, 2007)

PNCS Vois software running on an HP Tablet PC with wireless connections to a cell phone and iPod.

Page 10: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 6 | Confidential, All Rights Reserved

The Market

The automobile industry will be greatly affected by the need for mobile technology convenience in vehicles. Micron Technologies stated that:

GPS navigation, onboard digital entertainment, and smart safety systems have sparked an automotive revolution and are transforming personal vehicles into the world's most ubiquitous mobile electronics devices. In just the next two years, electronics and software will represent 40 percent of a vehicle's total production cost, as automobile manufacturers use advanced features and electronics as their key differentiators.

Source: Micron Technologies website; (www.micron.com/applications/automotive)

As the business world evolves into a more technological and "always connected" state, today's society must adapt to stay ahead increasing the demand for convenient mobile capabilities. These capabilities enhance the "on the go" lifestyle of today' society. The convenience of enjoying multimedia applications, GPS systems, and telecommunications in vehicles is becoming less of a luxurious add-on and more of a necessity in everyday dealings.

IDC* released their statistics and findings in regards to the mobile needs of today's society.

Pressure on companies to provide work/life balance programs for employees combined with advances in mobile technologies is increasing the number of mobile workers in the U.S. and around the world. By year-end 2011, IDC expects nearly 75% of the U.S. workforce will be mobile.

The current generation of workers is demanding more flexibility and mobility in their schedules. They also have a higher comfort level with technology in general, including remote access technologies and mobile devices. The proliferation of high speed networks, widespread public Wi-Fi hotspots, and fixed-mobile convergence (FMC) technology now allows employees to work effectively from almost anywhere.

In addition to meeting the demands of today's workforce, enterprises are deploying mobile solutions to meet both horizontal and vertical industry needs driven by increasing business response time as well as to help reduce corporate space (and leasing) requirements. Organizations deploying mobile solutions enjoy and strategic competitive advantage over their competitors who have not invested in integrating mobility into their cultural roadmap.

(Taken from ''IDC Predicts the Number of Worldwide Mobile Workers to Reach 1 Billion by 2011", www.idc.com, January 15, 2008)

*IDC is the premier global provider of market intelligence, advisory services, and events for the information technology, telecommunications, and consumer technology markets. IDC helps IT professionals, business executives, and the investment community make fact-based decisions and technology purchases and business strategy.

Page 11: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 7 | Confidential, All Rights Reserved

Aftermarket Product Comparison Chart Vois™ Mobile

Office Azentek

Atlas CPC In-Car PC Xenarc

Hardware List Price (Tablet PC - Cell Phone – iPod -GPS) $1,329 $2,799 to $4,500 $1,682 to $3,985 $1,499

Multifunction Software List Price $299 N/A $125 to $250A $149-$599

Wireless voice & data services Industry pricing Industry pricing Industry pricing Industry pricing

Availability Sept-09 Now Now Now

Patented Technology ?? ?? ??

Speech Technology NO NO

Multi-product, multi-wireless all in one technology controller. NO NO NO

Hands Free Voice activated seamless integration for driving safety and ease of use

NO NO

Auto-sync of all client information using Outlook contact information including phone numbers, addresses (with integrated navigation), email address, and calendar

NO NO

Auto-sync of POI information NO NO

Load once on any system voice controller to access for all tasks.

NO NO

Once off information can be entered via voice or through an email

NO NO

Functions seamlessly managed by software system All 4 All 4 3 Only 3Only

1.) Cell Phone System NO NO

2.) Complete MS Windows Office compatible

3.) Entertainment (music & video)

4.) Turn by Turn Navigation System / GPS Wireless Internet Connectivity

Customer Installable / Transportable Limited /

Professional Limited /

Professional NO

Printer & other peripheral connectivity Touch Screen Capabilities ?? Broader environment specifications for vehicle use ??

Key: -Supported ? -Uncertain if supported NO -Competitive GAP in Product

The Market

Page 12: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 8 | Confidential, All Rights Reserved

Percentage of New Cars Shipping with Telematics

The graph shows percentage of new cars shipping with Telematics (Telecommunication systems) such as PNCS Vois and the predicted increase until 2013.

The Market

Safety is not to be compromised. The Human Factors, in a quarterly journal, stated that "cell phone distraction causes 2,600 deaths and 330,000 injuries in the United States every year" (2005). Hands free, voice activated technology allows for more, constant attention to the road. Maintaining highway safety and the conveniences of mobile technology is a capability that would be of great value in all prospective markets.

Telematics U.S. Market Analysis (based on 2006 figures)

Market Sector Customers (Millions)

Vois Market Penetration

Units (Thousands)

Potential Revenue

($M) Service & Repair 5.5 8% 424 661.0 Finance & Insurance 6.5 5% 325 507.0 Construction 7.1 4% 284 443.0 Real estate 2.6 8% 325 312.0 Wholesale Trade 3.8 2% 76 119.0 Government - State &

Local 4.6 4% 184 28

7.0 Government - Federal 0.9 3% 27 42.0 Total 31.0 5% 1,645 2,3

71.0

Communications (Car/Home/Office) @$1,400B+/Year

Hardware Software Services LG LG ATT

Motorola Motorola NTT Nokia Nokia Sprint

Samsung Samsung T-Mobile Sony Sony Verizon

Virgin Vodafone

Mobile Office (Car/Home/Office)

@$300B+/Year

Hardware Software Services Acer Adobe Acrobat

Apple Apple GoogleDocs Asus Corel MSOffice Dell Google OpenOffice HP Microsoft WordPerfect®

Office IBM Sun

Navigation (Car/Truck/Boat/Air)

@$200B+/Year

Hardware Software Services Co-Pilot DeLorme Aalto Garmin ExpertGPS InfoUSA GlobalSat Garmin NavTec Lowrance Mapopolis OmniSTAR Magellan Microsoft StarWatch Navman TopoGrafix UnderTow TomTom RandMcNally Zenrin

Entertainment/Content (Car/Home/Office)

@$500B+/Year

Hardware Software Services Apple iTunes Data

LG Limewire GoogleAds Microsoft iTunes Panasonic Music

Pioneer Video Sony VOIP

Creative 411

PNCS Vois answers the call from a $2 Trillion plus per year market demand

Page 13: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 9 | Confidential, All Rights Reserved

The Team

Steve Simpson is the CEO of PNCS. Mr. Simpson has served as the President, Chief Executive Officer and as a Director of Extended Systems. Extended Systems

provided expertise, strategy and solutions to help enterprise organizations streamline their business processes through mobile technology. Extended Systems’

products enabled companies to mobilize applications such as e-mail, field service, sales force automation (SFA), enterprise resource planning (ERP), and customer

relationship management (CRM). Extended Systems offered Bluetooth and IrDA wireless connectivity software and client/server database management systems.

Extended Systems had worldwide and key alliance relationships with Sony/Ericsson, Handspring, HP, IBM, Microsoft, Motorola, Nokia, Palm, Sharp, Siemens and

Toshiba. Mr. Simpson was also a General Manager in the LaserJet division of Hewlett-Packard.

Troy Carkhuff is the President of PNCS. Mr. Carkhuff has 12 years of technical expertise in enterprise level software design and implementation, interfacing with

engineers on a global level for Micron Technology, Inc. He worked on the internal front end manufacturing execution systems, semiconductor equipment automation and life safety toxic gas monitoring and control systems. Mr. Carkhuff participated in several cross-sectional teams designing and implementing enterprise business solutions for Micron’s manufacturing lines, focusing on reduced cycle times and quality assurance. Mr. Carkhuff also has 2 years experience in outside technical equipment sales for a large wholesale manufacturing company. Mr. Carkhuff has most recently been advising architectural, engineering and construction companies at the Principal level as a personal customer service liaison with multiple hardware and software product lines. Mr. Carkhuff has a Bachelor of Science in Computer Science Engineering from Montana State University.

Michael Gordon is the Director of Marketing for PNCS. Mr. Gordon has more than 25 years experience in Business Development & Product Management with

Hewlett Packard. Mr. Gordon's expertise focused on customer relationship management and cross-functional team leadership. His focus on customer needs has allowed him to build customer loyalty and to deliver billion-dollar, world-class computer products to Fortune 500 enterprise class customers. Mr. Gordon has a Degree in Computer Science & Business Management from Oregon Institute of Technology.

Sergio A. Fernandez, Ph. D. is the Director of Research & Development for PNCS and the "Vois" software designer. Mr. Fernandez is the CEO of ASCI, a globally recognized provider of advanced e-business solutions. ASCI has created solutions such as web-enabled device management for printers and routers application development, secure transactions, Windows CE communication protocols for Microsoft & WebJet Admin for Hewlett Packard. ASCI has been instrumental in providing engineering and development for portions of Vois such as the virtual assistant system which runs on a portable computer attached to a car. ASCI’s work on Vois joins the user’s Smartphone, entertainment device (like iPod), e-mail system and GPS device into a single application with a touch-screen unit and voice recognition system. ASCI also developed a library system to measure traffic in the streets. The library uses a group of photos taken with a commercial camera and applied a set of algorithms to identify vehicles in it.

The Management Team

The PNCS management team comes from prominent high tech firms and large corporate organizations where managing

multi-million dollar budgets and high-tech development activities are the norm. PNCS’s executive management team

has extensive experience in marketing, research & development, manufacturing, supply chain & distribution and finance.

The professional team assembled for PNCS and Vois includes experience from a variety of organizational environments. Our team, whose backgrounds consist of 125+ years of operations, finance and business development experience, will guide our company today and bring extensive experience in delivering retail, commercial and enterprise solutions.

Page 14: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 10 | Confidential, All Rights Reserved

The Team

Board of Directors

Tim Wright serves as the Chairman of the Board of Directors and Business Development Consultant for PNCS. Mr. Wright has more than 35 years experience in Business Development, Management, Sales, Marketing and Product Management. Mr. Wright has founded sales, distribution, software and other technology companies. He managed the worldwide supply chain reporting and sales and marketing systems for a multi-billion dollar Hewlett Packard division. Mr. Wright has served in management and executive positions in the technology, software and food & beverage industries. He has developed multiple regional, national and international B2B and B2C sales, marketing and business development programs in several diverse industries.

Ron Barley is a Board Member and Business and Automotive Industry Consultant for PNCS. Mr. Barley has over thirty years experience in the automotive industry and is the Co-founder and Chairman of B/T Western Corporation, one of the largest Automotive OEM and Dealer suppliers in North America. B/T Western and is subsidiary BTR Enterprises has a customer base comprised of all major Domestic, Asian and many European automotive manufacturers and distributors in the United States, including: BMW, Chrysler, Ford, GM, Honda, Hyundai, Isuzu, Kia, Land Rover, Mazda, Mercedes-Benz, Mitsubishi, Nissan, Subaru, Suzuki, Toyota and Volvo. B/T Western provides continuous product and sales opportunities with creative solutions for parts and accessory operations, making them an innovative leader in the OEM marketplace. BTR Enterprises focuses on products for the service parts area. B/T Western is a global company with headquarters in Newport Beach, CA and offices in Detroit, Chicago, Jacksonville, New Jersey, Tokyo and Hong Kong.

Roger Allen is a Board Member and Business Consultant for PNCS. Mr. Allen is the founder and Chairman of the Board of Avest LP and advisor for its two divisions, ACP and Stor-It Rental Storages. He was an appraiser, mortgage loan originator and loan marketing Vice President for Mortgage Insurance Corporation for five years. He was a tenured Real Estate and Business Professor at Boise State University for 16 years, and then turned to management of his own personal real estate holdings. He is a graduate of the School of Mortgage Banking through Northwestern and Stanford Universities and has an internationally published book on Real Estate, "Real Estate Investment Strategy". He earned the CCIM Designation (Certified Commercial Investment Member) and is a Licensed Idaho Real Estate Broker (inactive). He holds a Bachelor of Science degree in Accounting from the University of Nevada and a MBA from the Northwestern University.

Jeff Solscheid is a Board Member and Finance Consultant for PNCS. Mr. Solscheid brings to PNCS over twenty-nine years of experience in the Fortune 500 world of finance and business. His experience and skill as a master financier can help provide PNCS the critical edge it needs to be successful in its diversity of endeavors. Mr. Solscheid has comprehensive experience analyzing and streamlining accounting systems that have proven his ability to develop and execute creative solutions that insure deliverance of financial goals. His leadership in budgeting and strategic planning provides both long and short term solutions to the many challenges of business today. Jeff excelled as Senior Business Planner for one of America's foremost companies. He was awarded the “Business Planner of the Year” for his ability to skillfully manage all finance and accounting related operations for multiple locations in Northwestern states with multi-million dollar revenues.

Paul Hatfield is a Board Member and Leadership Consultant for PNCS. Mr. Hatfield is the Lead and Founding Pastor of The Pursuit in Boise, Idaho. His passion for learning and leadership has been a key driving force behind the success of the church. He is confident that the leadership and moral principles that he implemented in the church are the same principles that will bring success in the business world for PNCS.

Page 15: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 11 | Confidential, All Rights Reserved

The Product PNCS – Vois activated product descriptions

Vois Is voice activated software that allows hands free integration with smart phones, Tablet PCs, and navigational devices

For Mobile professionals and people "on the go" seeking safety, convenience and productivity.

That Appreciate less time spent scheduling, finding locations, and searching for client data And Want to increase car safety and business income by saving time and serving their clients efficiently from anywhere:

At Home In The Office

On The Road

Vois seamless voice activated applications are design to allow users, at the sound of their voice, to conveniently accomplish routine tasks at home, in the office or on their car. Driver can arrive at their destinations safely, on time, with the right information and all the while enjoying multi-media capabilities. Vois software will manage the four different features, the wireless connectivity, navigation, entertainment and office applications via the user’s voice commands. Vois allows users to enjoy these convenient features:

Wireless Communication The ability to dial up anyone in your contacts by simply using your voice. Answer the calls you want to and send other calls automatically to voicemail. The ability to dial any business on the current POI (Points of Interest) databases.

Turn by Turn Navigation Vois has all the current features you would get with any industry leading navigation product. Use voice command to load and receive destination information from:

Your current contact database

Emailed appointments

Current POI (Points of Interest) database

Entertainment Access your iPod or other media player by via voice commands. View Video media from your PC library via voice commands

*Office Applications Email - will read emails to you via voice generated computer speech, Contacts - manage your contact and wireless calls using industry standard contact data bases. Schedule - will read your email

appointments and ask if you want to add them to your current schedule. Internet - access to any website support on a Windows Mobile Smart Phone or Windows XP/Vista tablet PC.

*All Microsoft support software will work with the industry standard Microsoft Windows operating systems.

Page 16: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 12 | Confidential, All Rights Reserved

The Product PNCS Vois is the go anywhere, do anything technology control system that lets users perform task by simply using their voice.

Vois can:

Initiate calls to friends or business partners

“Read your mail” and turn voice mail to text

Help manage MS Outlook calendar and contacts

Take dictation for email, MS Word documents, etc.

Create presentations with text and graphics

Map out data points from MS Excel and other data sources

Give you directions to anyplace you want to go

Search your PC

Play favorite songs

Find and play a favorite movie

Vois puts users in control, in communication and in command – all hands-free.

Vois is where you want to be!TM

Desktop PC

Smart Phone

In-Dash

Laptop PC

Tablet PC

Cell Phone

iPod

Page 17: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 13 | Confidential, All Rights Reserved

The Product

Vois is where you want to be!TM

Vois @Home

Vois @Office Vois @Coffee

Vois @Driving

Vois @Work

Vois @Safety

Vois @Protection

Vois @Service

Vois @Fun

Vois @School

Page 18: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 14 | Confidential, All Rights Reserved

Today's Solution The PNCS Solution

Components I have to make the decision on which Smart Phone, Tablet PC, GPS unit and mapping software to buy.

Vois comes ready to go.

Installation It took me several hours and phone calls to get it all installed and working.

Vois comes ready to go.

Cell Phone Communications

It is impossible to lookup and dial my clients while driving.

Vois will dial your clients via voice commands and give you a choice home, office, and mobile numbers if multiple numbers exist.

Calendar It is impossible to update my calendar while driving when a client emails or calls

Vois will ask you if you want to accept a new appointment and automatically update your calendar.

Email It is impossible to read or send an email while driving.

Vois will read emails to you via text to speech software.

Navigation SW I had to decide which maps to install for my area.

Vois comes ready to go with the right maps.

Next Destination Entry

I have to enter the next destination every time I want to go somewhere.

The driving destinations can be entered into Vois automatically from your contact database, spoken address, email destination from office or client, and POI databases

In Use I can hardly hear the driving instructions from the tiny speaker in the smart phone or tablet PC.

I can hear the Vois driving instructions from the speaker clearly.

Usage The navigation software I purchased get lost frequently

Vois always works and gets me where I need to go. Vois re-routes me when I miss a turn or take a different route.

The Product

It is imperative that we as a company have a good handle on the value that we will be providing to our customers that differentiates us from existing solutions. The following table summarizes the solutions that customers have today and how the solution would be delivered by PNCS.

Page 19: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 15 | Confidential, All Rights Reserved

The Product Examples using a Bluetooth phone in conjunction with a TABLET PC to access the internet.

Today's Solution The PNCS Solution

Installation It took me several hours and phone calls to get it all installed and working.

Vois comes ready to go.

When I am in the middle of a call and access the Internet.

My call is dropped. The TABLET PC with Vois reminded me that I had an active phone call.

When I am in the middle of a data transfer and I made a call.

I lost the data connection. The TABLET PC with Vois reminded me that I had an active data transfer in process.

Tablet PC Smart Phone iPod

The above two examples are illustrative of the first opportunity that PNCS has to deliver a complete solution out of the box that is ready to go. PNCS Vois integrates key components together to provide a navigation system that works with wireless communications for data and voice that is simple to use. Neither of these solutions exists today.

Page 20: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 16 | Confidential, All Rights Reserved

OEM Product Competition Comparison Chart

FEATURES Vois OEMTM

By PNCS Ford Sync GM OnStar VW

Monthly Service charges

Wireless plans support

Smart Phones Std Data Plans

Wireless plans support

cell phones NO Data Plans

S & S: $18.95/mo D & C:$28-$38/mo

2 wireless plans NO data plans

N/A

NO data plans

Availability Fall 2009 Now Now Now

Patented Technology NO NO NO

Speech Technology NO NO

Multi-product, multi-wireless all in one technology controller. NO NO NO

Hands Free Voice activated seamless integration for driving safety and ease of use NO NO NO

Auto-sync of all client information using Outlook information with integrated navigation NO NO NO

Auto-sync of POI information NO NO NO

One off information can be entered via voice or through an email ?? NO NO

All four function are seamless managed by Vois SW 2 functions 3 functions 2 function

1.) Cell Phone System NO

2.) Complete MS Windows Office compatible NO NO NO

3.) Entertainment (music & video) Music Only Music Only Music Only

4.) Turn by Turn Navigation System/GPS NO Wireless Voice Connectivity NO NO

High Speed Wireless Data Connectivity NO NO NO

Factory Installed in new vehicle Printer & other peripheral connectivity NO NO NO

Touch Screen Capabilities NO NO NO

Key: -Supported ? -Uncertain if supported NO -Competitive GAP in Product

The Product

Page 21: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 17 | Confidential, All Rights Reserved

Feature

Set

Rollout over time

22000099

MMoobbiill AAssssiissttaanntt VVeerr.. 11

AAuuttoo IInnssiiddee VVeerr.. 11

MMoobbiillee OOffffiiccee VVeerr.. 11

Smart Phone Apple iPod UltraMicro PC

Smart Phone

22001100 22001111

PNCS Patented Design & Vois Software

PNCS Patented Design & Vois Software & OEM Features

PNCS Patented Design & Vois Software

Apple iPod

22000088

In-Dash UltraMicro PC

The Product

PNCS 2008-2011 AAuuttoommoottiivvee Market Roadmap

PNCS currently has ongoing relationships, negotiations and interactions regarding use of its intellectual property and technologies with companies such as Ford, Microsoft, Sprint, Verizon and Volkswagen. PNCS has other interested joint venture partners ready and willing to be involved with other industry specific extensions of our intellectual property and systems.

Page 22: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 18 | Confidential, All Rights Reserved

The Product

The Mobil Professional Opportunity The PNCS Solution…

Page 23: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 19 | Confidential, All Rights Reserved

The Product

Feature Benefit

Integrated "dash" embodiment Seamless integration into vehicles Utilizes industry leading voice activated speech recognition system

Convenient, easy-to-use “dash top” or console embodiments

Rapid learning with familiar tools Easy integration into most vehicles

Pre-planned and optimized routing No embarrassing searches in front of clients

Real time access to data bases The latest info is always available

Audible turn-by-turn navigation No wrong turns Hands free driving

Seamless integration of software elements Non-technical users will easily derive max benefits

Page 24: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 20 | Confidential, All Rights Reserved

MAPS

Vois MAPS allows advertisers to deliver their message to millions of potential customers. In the U.S. there are over 232 million registered vehicles and more Worldwide.

Vois MAPS partners can take advantage of features so users can request (or be proactively sent) information about products and services right in their vehicles, hands free, as the drive.

Vois MAPS coordinate with Vois GPS and to allow real-time advertizing based on the user’s location.

Vois “Insta-Offers” can be sent at various times of day or linked into Vois MAPS partner’s systems to increase customer visits with special offers at slow periods.

Vois MAPS provides the company an opportunity for on-going revenue stream for years to come and can even be leveraged to reduce the cost of installation or in-vehicle systems.

Vois MAPS – Mobile Advertising Platform System

Page 25: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 21 | Confidential, All Rights Reserved

Technology – The Patent

U.S. Patent Jan. 10, 2006 US 6,985,752 B2

The DashSmartTM "Global Navigational System"

United States Patent # 6,985,753

Assignee: DashSmart Investments LLC (Meridian, ID)

Rodriguez, et al. January 10, 2006

Portable navigation and communication systems

Abstract

Disclosed is a portable navigation and communication system. In one embodiment, the system combines within a single enclosure a GPS satellite-positioning unit, a means of mobile telephony using cell phone technology and a means of personal computing capable of wired or wireless internet/intranet access using a standard operating system. In one aspect of this embodiment, multiple displays can maintain functional independence of simultaneous operations and allow for fail-over to enhance reliability. Further, a speech recognition subsystem can also be included to provide a voice-activated, speech-controlled user interface for hands-free operation. Inventors: Rodriguez; Robert Michael (Boise, ID), Rexrode; William B. (Boise, ID)

Appl. No.: 10/313,949

Filed: December 6, 2002

Page 26: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 22 | Confidential, All Rights Reserved

Technology – Feature Groups Technology – The Patent

Some Original Concept Notes

DashSmart - 2001-2006 (Revisions 1.0, 2.0, 2.5)

InCarTV – 10/2006 – 04/2007 (Revision 3.0)

PNCS/ Vois - 05/2007- Now (Revision 4.0., 5.0)

Vois

Evolution

Page 27: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 23 | Confidential, All Rights Reserved

Sources of Cash: ($Millions) Year 1 Year 2 Year 3 Year 4 Year 5 Totals Operations during the year.

Net income After Taxes ($2.67) ($7.47) $212.18 $440.83 $1,218.06 $1,860.93 Add items not decreasing cash: Depreciation $0.02 $0.55 $2.72 $6.16 $11.33 $20.78 Increase in Accounts Payable $0.56 $11.03 $50.37 $127.23 $203.15 $392.33 increase in Other Payables $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 increase in Accrued Liabilities $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Deduct items not increasing cash:

Increase in Accounts Receivable $0.36 $18.18 $95.17 $255.62 $503.18 $872.51 increase in Inventory $0.27 $5.29 $24.14 $60.97 $97.31 $187.98 Cash from Operations ($2.72) ($19.37) $145.96 $257.64 $832.04 $1,213.55

Financing & Other. $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Sale of Stock $0.00 $78.00 $120.00 $160.00 $200.00 $558.00 Proceeds from Short Term Loans $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Proceeds from Long Term Loans $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sale of Investments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Collection of Notes Receivable $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Reduction of Other Current Assets $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Reduction of Other Assets $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Cash from Operations & Financing ($2.72) $58.63 $265.96 $417.64 $1,032.04 $1,771.55

Applications of Cash:

Payment of Dividends $0.00 $0.00 $255.08 $310.21 $825.06 $1,390.35 Purchases of Fixed Assets $0.16 $3.08 $7.87 $11.81 $17.72 $40.64 Repayment of Short Term Loans $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Repayment of Long Term Loans $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Purchase of Investments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Increase in Notes Receivable $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Increase in Other Current Assets $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Increase in Other Assets $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Increase/(Decrease) in Cash $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Change in Cash Balance

Ending Cash Balance ($2.88) $52.67 $55.67 $151.29 $340.56 $597.31 Beginning Cash Balance $0.00 ($2.88) $52.67 $55.67 $151.29 $256.75 Increase/(Decrease) in Cash ($2.88) $55.55 $3.00 $95.62 $189.27 $340.56

Financials – Statement of Cash Flows

Page 28: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 24 | Confidential, All Rights Reserved

($Millions) Year 1 % of Total

Sales Year 2 % of Total

Sales Year 3 % of Total

Sales Year 4 % of Total

Sales Year 5 % of Total

Sales

Sales

Mobile Office $0.49 67.6% $31.84 45.1% $225.80 31.6% $810.35 39.3% $2,021.00 38.2%

OEM Model $0.00 0.0% $4.34 6.1% $35.94 5.0% $136.63 6.6% $363.19 6.9%

Assistant $0.00 0.0% $8.14 11.5% $74.86 10.5% $307.46 14.9% $823.35 15.6%

Service & Support Revenues $0.00 0.0% $0.07 0.1% $2.00 0.3% $8.72 0.4% $23.59 0.4%

Carrier Rebate Revenue $0.23 32.4% $26.19 37.1% $376.38 52.6% $796.60 38.7% $2,056.80 38.9%

Total Sales $0.72 100.0% $70.58 100.0% $714.98 100.0% $2,059.76 100.0% $5,287.94 100.0%

Cost of Goods Sold

Total Variable COGS $0.56 77.4% $49.47 70.1% $381.55 53.4% $1,398.81 67.9% $3,572.76 67.6%

Total Fixed COGS & Services $0.07 9.4% $0.37 0.5% $1.79 0.3% $5.15 0.2% $13.22 0.2%

Total COGS $0.62 86.8% $49.83 70.6% $383.34 53.6% $1,403.95 68.2% $3,585.97 67.8%

Gross Profit $0.12 17.2% $0.84 1.2% $6.01 0.8% $20.75 1.0% $331.64 6.3%

Operating Expenses

Sales & Marketing $0.84 116.7% $3.62 5.1% $6.91 1.0% $13.32 0.6% $28.07 0.5%

Research & Development $0.96 133.5% $19.48 27.6% $48.84 6.8% $73.20 3.6% $109.73 2.1%

G & A (w/o Depreciation) $0.96 133.8% $4.24 6.0% $29.28 4.1% $56.43 2.7% $152.77 2.9%

Depreciation $0.02 2.1% $0.55 0.8% $2.72 0.4% $6.16 0.3% $11.33 0.2%

Total Operating Expenses $2.76 384.0% $27.88 39.5% $87.75 12.3% $149.11 7.2% $301.89 5.7%

Income From Operations ($2.67) -370.8% ($7.13) -10.1% $243.88 34.1% $506.70 24.6% $1,400.07 26.5%

Interest Income $0.00 0.0% $0.00 0.0% $0.00 0.0% $0.00 0.0% $0.00 0.0%

Interest Expense $0.00 0.0% $0.00 0.0% $0.00 0.0% $0.00 0.0% $0.00 0.0%

Income before Taxes ($2.67) -370.8% ($7.13) -10.1% $243.88 34.1% $506.70 24.6% $1,400.07 26.5%

Taxes on Income $0.00 0.0% $0.34 0.5% $31.70 4.4% $65.87 3.2% $182.01 3.4%

Net Income After Taxes ($2.67) -370.8% ($7.47) -10.6% $212.18 29.7% $440.83 21.4% $1,218.06 23.0%

Financials – Income Statement

Page 29: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 25 | Confidential, All Rights Reserved

PNCS is seeking $5 Million in initial capitalization in order to allow the company to complete development of the commercialized versions of our products and to defend our patents against current and future infringements. With this level of capitalization we will be able to allow the company to meet targets and remain independent for the initial development phases.

The possibilities of realizing additional capitalization through public offerings will be considered and investors will be put in a priority position to ensure their return on investment if such public offerings are executed and successful.

Financials – Capitalization Requirements

Page 30: This page intentionally left blank for formatting purposes ... Vois Prospectus 2009.pdf · This Business Prospectus and does not constitute an offer to sell or a solicitation to purchase

PNCS Vois Business Prospectus Page 26 | Confidential, All Rights Reserved

How Investors and Unit Holders realize a return This project is set up for all unit holders to exit as they need to. We do not require a long waiting period to realize an increase in value. As the project is developing out, there will be major milestone points at which time we will analyze the project by 3rd party consultants and place new valuations showing the growth, at which time investors are allowed to sell off their shares and realize the increase and return.

Those unit holders and investors that continue to hold their units will real ize a large jump in value as the project converts from development to operations. It is highly recommended that investors and unit holders hold units until that point at a minimum.

The company could be positioned for purchase by one or more companies including those listed below at conversion to operations phase. There will be a unit holder vote to authorize sale of the project. If consensus is to not sell the project and continue through operational phase then the unit holders that want to sell have an obligation according to the Corporate Bylaws to offer for sale their units to current unit holders first and the public market second.

Once operations commence then all unit holders will be entitled to profit dividends based upon the amount and volume of u nits that they own.

Partial list of possible companies to license, joint venture or sell the VOIS project to:

Computer Manufacturers / Aftermarket Entertainment / Wireless OEM Manufacturers Apple AT & T Audi Dell LG Boeing Google Nokia Chrysler HP Pioneer Daimler Benz IBM Sprint Ford Kodak Sony Honda Lime Wire T-Mobile General Motors Oracle Verizon Nissan Virgin Toyota Volkswagen

Financials – Investor Exit Strategy