Registry Operator’s Proposal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registry Operator’s Proposal

List of Attachments

 

Business Plan

Technical Summary

Certificate of Incorporation

Letter from Costello & Sons

Letter from Crowe-Innes & Associates

 

 

Registry Operator’s Proposal

D1.

Registry Operator’s Proposal of Monsoon Assets Limited, dba dotYP. (sometimes referred to as the "Company" or "dotYP")

D2.

The .yp registry operator shall be dotYP. Currently, the legal name of dotYP is "Monsoon Assets Limited" because there is a potential conflict with the name dotYP in the British Virgin Islands, where dotYP is incorporated. We chose to incorporate under the name Monsoon Assets Limited so that we could continue to move forward with this venture while the proper authorities in the British Virgin Islands investigate the potential conflict. Once the conflict is resolved, we will officially change the name of the Company to "dotYP", or something substantially similar to "dotYP."

The contact information is as follows:

Address:

dotYP, Inc.

2292 Paradise Drive

Tiburon, CA 94920

United States of America

Attn: Frank Corsini

Voice: +1 415 435 4700

Fax: +1 603 462 3939

E-mail: fcorsini@dotyp.com

With a copy to:

Coblentz, Patch, Duffy, & Bass LLP

222 Kearny St., 7th Floor

San Francisco, CA 94108-4510

United States of America

Attn: Philip S. Boone, Jr.

Fax: +1 415 989 1663

 

D3.

Our initial intended locations, for reasons of maximum geographic load balancing and presence at major infrastructure backbones, are in Santa Clara, California, USA; Hong Kong; London, UK; Sidney, Australia; and Bombay, India.

D4.

dotYP, Inc. is a corporation organized under the laws of the British Virgin Islands.

 

 

D5.

The URL for general information about the Company is http://www.dotyp.com.

D6.

Not applicable.

D7.
Pending assignment of the dotYP gTLD, the Company will have six permanent staff members.

D8.
Not applicable.

D9.
Officers

President and Chief Executive Officer: Frank A. Corsini

Vice President and Chief Technology Officer: Daniel D. Sokol

Treasurer and Secretary: Kirk H. Knight

Directors

Frank A. Corsini

Ralph I. Miller

Daniel D. Sokol

Board of Advisors

Steve Wozniak

Kirk H. Knight

Yellow Pages Publishers Association

Dimitry Dukhovny

Founders:

Frank A. Corsini

Dimitry Dukhovny

Kirk H. Knight

Ralph I. Miller

Daniel D. Sokol

Steve Wozniak

D10.
Administrative Contact:

Frank A. Corsini

2292 Paradise Drive

Tiburon, CA 94920

United States of America

+1 415 505 4033

Technical Contact:

Dimitry Dukhovny

8326 Shelter Creek Lane

San Bruno, CA 94066

United States of America

+1 877 647 6925

D11.

Registry operations will be handled by dotYP. The Company has no subcontractors currently engaged.

D13.1.1
dotYP is a corporation organized under the laws of the British Virgin Islands (BVI). While the Company's management is currently primarily located in the San Francisco Bay Area, the Company anticipates that, once fully operational, members of its management team will be located overseas, as well. The Company's management team and advisors have close relationships with firms which have been, and continue to be, instrumental in technology and the Internet. These include Apple Computer, IBM, First Data Resources, Exodus Communications, and Cobaltcard.com. See attached Business Plan for further information.

D13.1.2
dotYP’s core capability is a service to enable users with web-enabled devices to conduct geographic- and topic-based directory searches for businesses or organizations anywhere in the world. dotYP introduces a ubiquitous, open access directory of businesses and organizations everywhere on the globe which is not matched by any existing system.

Throughout this proposal the word "directory" or the phrase "directory services" refers to yellow pages directories. "Yellow Pages" is the commonly used term, which is not trade-marked, to describe a directory of businesses or organizations that can be searched on the basis of geography or topic. Traditional yellow pages are issued for a specific geographic area with a wide range of topics. Some yellow pages are issued with a narrow set of topics for a broader geographic area. Therefore, depending upon location and interests, a user may be offered many different, and potentially distinct, yellow pages directories. A business, depending upon business type and location, may also advertise or be listed in many different, and potentially competitive, yellow pages directories. It can be very confusing for both the user and the business.

It is dotYP’s goal to create a fair and open market for all competitors by creating a separate non-stock, for-profit, membership association of publishers similar to that of VISA. (Suggested reading includes "The Birth of the Chaordic Age" by Dee Hock.) This association’s membership will be open to all directory services which meet the rules established and voted on by the members. Those members share in the promotion of .yp for the benefit of all by paying a portion of the use fee toward expenses, and will in turn share in any potential profits on the basis of their contribution to revenues.

A key distinction from other registry or directory methods is that there is no need to race to register the most valuable name(s) at the dotYP gTLD. The .yp directory is most closely an analog of physical world distinctions based on geography and topic. The gating factor on inclusion in .yp is whether a business or organization exists in a selected topic or in a selected geography.

These businesses and organizations are already registered with other directory services and publications. Listing a business in these publications is generally free of charge, or embedded in other service fees such as telecommunications connectivity charges. Publishers can opt for value-added services offered by dotYP, in turn, businesses can opt for value-added services offered by publishers.

The company has created a methodology we call a Uniform Search Locator (USL), which is an enhancement to DNS. Please refer to description of technology in the response to Item D15.2 for details). The company will offer the USL capability as a service to publishers of geographic- and topic-based search directories. Contracts with publishers will generally be structured on an annual basis to provide flexibility, but business practices in some nations may require minimum 5-10 year contracts to assure stability.

The number of USLs is in direct relationship to the number of businesses or organizations in the world. The USL method employed by dotYP does not restrict the number of geographies or topics which can be listed, and therefore does not create a limit to the potential supply of USLs. This will avoid many of the supply/demand problems which have arisen from the popularity of .com, and it also represents a significant departure from the problems inherent in other registry offerings.

One rather interesting advantage of the dotYP method is that it is scalable. The database size is limited by a finite organizational nomenclature set (approximately 4,000 topical subcategories) recognized by directory publishers throughout the world, a finite number of geographically distinct regions, and, most importantly, a finite group of businesses. The former two lists are common, public knowledge and freely available, and the latter database will be provided by current publishers as a value-added resource to their paying customers. The company will provide geographic-specific or topic-specific searches to users at no charge by charging businesses for enhanced listings.

dotYP’s USL method is a valuable enhancement to DNS and assures support for the issuance of nearly unlimited number of new URLs, or the development of nearly unlimited new gTLDs.

D13.1.3
The company is a startup. It is a for-profit corporation, incorporated in the British Virgin Islands (BVI) expressly to be the entity which manages the registry operation rights within the worldwide structure which will build this technology and bring it to market. The founders and management of the Company have numerous contacts with key technology and Internet businesses (please see Business Plan for details). The Company has: (i) relationships with top technology firms, (ii) a Memorandum of Understanding with a major customer, (iii) prospective facilities in Hong Kong, and (iv) prospective development teams in key locations. The company will offer services throughout the world.

The agreements with publishers will be for a minimum of one year and will extend up to the length permitted by ICANN rules. The firm expects that contracts could be entered into for periods of five to ten years in order to better assure stability.

D13.1.4
Although the company is applying for a gTLD, the company is not applying to become a "domain registration service" in the same manner as existing registration services such as Network Solutions. The key distinction (noted above) from other registry methods is that these businesses are already registered with other directory services. dotYP will be providing the technology, systems, and methods to relate, without disruption or confusion, the existing directory services listing to the company’s geographic- and topic-based DNS search system. This is an automated software task conducted at a database engineering level, rather than a registry or enrollment system which would interact with millions of individuals.

Senior management and advisors of the company have been involved in creating and managing several successful firms from startup to IPO to maturity since 1975.

With regard to database operation, several members of the senior management team together developed a patent for a global stored value electronic payment system, founded Cobaltcard.com, an Internet startup, were funded by Silicon Valley venture capital firms and corporate investors, built their technology with sophisticated databases which met the challenging standards of 11,000 banks, several major electronic financial networks and the world’s largest clearing service for electronic financial transactions, brought their technology and service to market and offered it to online consumers at an attractive price. Such a system would not be possible without sophisticated and complex databases which support highly secure movement of funds and elaborate audit trails.

D13.1.5
The company’s mission is to create a link between the existing global, regional, and local geographic-based business telephone directory publishing systems and the virtual, electronic world of the Internet. The company will utilize the existing registry system and the DNS protocol in implementing a method of integrating standard name service with a search engine optimized for intelligent parsing of geographic and topical searches.

D13.1.6

Please see resumes and biographical information attached to Business Plan.

D13.1.7

As the Company is still in its initial stage, pending the assignment of the dotYP gTLD, the staff will be comprised of six individuals. As the Company moves into each of its five intended locations, additional personnel will be added. The databases can be remotely operated, however, It is anticipated that a total of approximately twenty engineers and other technical personnel will be required, to staff the Company's sites. The Company has engaged Crowe-Innes & Associates LLC to recruit the additional members of its senior management team and to oversee the Company's technical recruiting needs through a strategic alliance with TechFinders in San Francisco. Please refer to the attached information regarding Crowe-Innes' experience and representative clients.

D13.1.8

Commercial general liability insurance will be provided by American International Group, Inc. (AIG) through Costello & Sons Insurance Brokers, Inc. Please refer to attached correspondence from Costello & Sons. Coverage and amount of insurance have yet to be determined.

D13.2.1
dotYP will be providing a search service to assist users in locating businesses and organizations (For simplicity, we will refer to all as "businesses".) primarily on the basis of their geographic location, secondarily on the basis of approximately 4,000 topics. dotYP will enable firms which are already listed in the existing geography-based publishing industry to be located with a convenient online search – with no changes or disruption to their existing listing.

Most Internet models require a total break with the past, creating awkward disruptions and unnecessary redundancy of effort on the part of users and businesses. dotYP enhances the existing infrastructure while simultaneously extending the benefits of DNS to the physical world using convenient human-readable geographic location. Names in the domain will consist of <topic>.<location>.yp, although a best-guess algorithm will apply to queries missing any domain layer except ".yp". The purpose of this naming convention is to allow the end-user to browse listings and to create a naming convention that will enable third parties to provide web-based services by whatever creative means they can devise. Searches using the USL would be simple and intuitive, and based on region and topic, as categorized by each vendor in its original "phone book" listing. Directory providers who wish to make their services accessible via the dotYP technology will be screened for completeness and timeliness of updates. dotYP is available as a service to all businesses providing directory services, whether traditional publisher, emerging publisher, online, current wireless, or future wireless.

dotYP is also enabled for Unicode language support – a must for every global system and of particular importance in Asia and the Middle East, the Company is committed to openly supporting evolving global standards and promoting its support for the industry in an open systems manner.

D13.2.2
dotYP use is free to users; the Company's business model is based upon charging publishers for the referrals of users resulting from a user-initiated search. This is a model which has been long established and also enables the existing and emerging firms to compete or participate on an equal footing. This model requires the publishers to compete on the basis of their sales and marketing efforts, while dotYP will provide a common technology for searching.

Most of the current publishers specialize in a geographic area with about 4,000 topic subsets. Some emerging publishers are developing a specialty based on a single topic or narrow set of topics with no geographic boundary. The dotYP technology can support both models simultaneously. dotYP will NOT offer exclusivity to any publisher, effectively letting businesses which pay the publishers establish the winner on the basis of brand, pricing, technology, service or other features tangible or intangible.

dotYP will offer publishers a number of fee structures:

 

Since dotYP is a global technology, but the publishers are generally local, it is expected that local and regional pricing will vary. For example, in China, where the currency has roughly 12.5% of the buying power of the dollar, fees will likely be a fraction of U.S. fees. Yet much of the technology required is identical in both regions. It is therefore likely that the services in emerging countries will be subsidized by publishers based in developed countries. The company cannot anticipate if this inequality of price will disappear or will become more pronounced.

D13.2.3
In the United States alone, over 400 million geographic and topical directories are printed and distributed each year to over 100 million households and over 10 million businesses by hundreds of publishers. These directories provide users with convenient geographic and topical access to millions of businesses. Directories are generally provided for free to users, although directories from remote areas may require shipping charges. Though many organizations can provide valuable goods and services everywhere in the world using traditional means, and even more firms can do so with Internet technologies, the traditional publishing model does not support widespread distribution of information.

Traditional directory publishing is awkwardly moving to the Internet, creating difficulty for users as well as businesses. Users become frustrated when they can’t use the Internet to find a business they know exists. Businesses become frustrated that they must pay for advertising in many competing media and still not be found by customers. To quote David Olgilvy, the famous advertising pundit, "Half of all ad dollars are wasted. Too bad we don’t know which half." By contrast, dotYP will enable convenient search of geographic and topical information on every business from anywhere in the world. The advantages of ubiquity are significant for all parties: the users, businesses, as well as publishers. Users can find what they want, wherever they want, regardless of their location or business location using their choice of media. Organizations and businesses can be conveniently and inexpensively identified regardless of location. In addition, they can choose a fee schedule that would be impossible to support in traditional paper publishing.

Publishers can use the bulk of their existing staff, processes, technologies and business model in the Internet medium as well as the paper-publishing medium. Thus, the threat of unemployment or disruption of paychecks for hundreds of thousands of people in existing publishing businesses should be prevented.

Data from the United States was used in the response to this Item because it is readily available and illustrates mature demand, but the market and demand is similar throughout the industrialized nations of the world. We anticipate that developing nations will more readily seek these services as the quality and geographic reach of their technological infrastructures increase.

D13.2.4
dotYP will be leveraging the self-interest of the hundreds, if not thousands, of traditional and future publishers around the global to promote the new gTLD. The model dotYP will use is similar to that of VISA, where all member banks pay a fee for advertising and supporting the core technology. In the dotYP model, all publishers are invited to become members of an advertising cooperative. A portion of the dotYP search fee will be allocated to advertising and market development in geographic regions or vertical topics of participating publishers.

Several members of the senior management team have extensive experience in technology marketing, consumer marketing, advertising, advertising services and event marketing. Please refer to the biographical details attached to the Business Plan for details.

D13.2.5
Unlike existing registry services, dotYP will not be registering new URLs for organizations or businesses. There are no registration fees. The principal issue is how dotYP can service the demand of existing publishers, organizations and businesses.

dotYP has held and continues to hold substantive discussions with publishers and printers of yellow pages directories including one of the world's largest printers of geographic and topical directories. These discussions have formed the basis of a shared consensus that dotYP's technology platform is a viable and natural language method for improving the directory and search process. The publishers and printers with whom dotYP has held these discussions work with many competing telephone companies throughout the world and support open access for all directory and publishing services.

dotYP has reached an agreement with the senior management of the Yellow Pages Publishers Association ("YPPA") to support and promote the dotty technology. YPPA's goal is to support technologies that enable the success of traditional and emerging publishers in both print and electronic form. YPPA supports dotYP as an evolving technology standard enhancing the future of the electronic yellow pages.

D13.2.6
dotYP will not be selling domains in the traditional sense (please refer to the responses to Items D13.2 and D15.2 for more details). There are no resources required to meet the demands of registering URL’s. We will require fixed technical resources to maintain our servers. The freshness of the database will be the responsibility of the publisher. We will provide Internet based tools for this purpose. See the attached business plan for financial details.

D13.2.7
Physical plant facilities will be provided by a co-hosting company. We have held discussions with IBM, Exodus, and iAsiaWorks. The final decision will be made after the gTLD is approved. Bandwidth will also be provided by the aforementioned co-hosting facility. Approximate total estimated annual outlays for technology and technology related expenses are as follows: $1,250,000 in year one, $4,000,000 in year two, $5,666,000 in year three, and $6,000,000 and $6,350,000, respectively in each of year four and five. The complete quarterly cost analysis can be found in the attached business plan.

D13.2.8
The senior management of the company has previously built successful firms (including Apple Computer, Inc.) from startup to IPO, and are well-versed in providing benefits for their employees, as well as for their customers, users, and investors. All employees around the globe will participate in stock option programs which will enable them to share in the company’s success.

Because the company will conduct business in various countries around the globe, all with distinct employment laws, the company shall obey the laws of each respective host country. However, at all times, and in all countries, the company intends to hire on the basis of merit without discriminating on the basis of gender, race, religion, national origin, sexual orientation or physical disability.

D13.2.9
We took into account the possibility of early managerial expansion, and have engaged Crowe-Innes & Associates LLC, who have an extensive history of executive staffing success. Please refer to their attached background and contact information for details.

D13.2.10

dotYP anticipates a basic four year registration term with ICANN for .yp.

D13.2.11

Please refer to the pro-forma financial projections included under Item D13.3. The Company understands that ICANN has traditionally recovered its costs through a portion of the registration fees. The Company is willing to discuss with ICANN, during the discussion and negotiation stage of the application process, a mechanism agreeable to both parties whereby ICANN may recoup its costs with regard to the .yp TLD.

 

 

D13.2.12

The company plans to roll out .yp on a regional basis to gradually prove and stress the technology as well as to support the smooth transition from traditional publishing methods to a mix of traditional and online methods. Please refer to the pro-forma financial projections included under Item D13.3.

dotYP is a key departure from existing registry methods used for .com, where everyone in the world is competing with each other in a zero sum equation – that is, if one party wins by registering a certain domain name, all other parties who wanted the same domain name lose. dotYP’s model is the surface of the planet, which can be defined by geographic or topical distinctions. Therefore, the potential registrants don’t gain or lose position on the basis of being first to register. Position is purely on the basis of physical location. This key distinction balances the opportunities for all stakeholders around the globe and is a significant departure from other likely registration proposals for gTLDs.

The reason for this distinction is that businesses which want to use .yp are not limited by dotYP, they are limited by the participation of the firms to which they pay, or potentially may pay (only thirty-five percent of all firms listed in directories pay any advertising fees), directory advertising fees in their geographic or topical area. dotYP’s goal is not to displace these other directory firms, but to leverage their years of skill and service to their customers, as well as their staff and management, in delivering the best mix of traditional and online value to businesses and users.

D13.2.13

Primary capital requirements are in the form of servers, routers, network connectivity, database software, storage, and facilities which are needed for DNS and database searches.

The senior management of the company has a demonstrated ability to identify viable business opportunities, raise capital for startup businesses, recruit skilled management and technical staff, and operate a profitable and sustainable business. Collectively, the senior management has extensive contacts with influential individuals and entities throughout Silicon Valley and the high-tech industry in particular, including the following venture capital and investment banking firms: Prudential-Volpe Securities, Donaldson Lufkin Jenrette Ventures, Temasek Holdings (Singapore), Crosspoint Venture Partners, Selby Ventures Partners and GE Capital.

D13.2.14

Some of the main business risks we have identified are as follows:

1. The Company's business system is new and unproven. Many of the customers the Company intends to pursue have long-standing business practices and personal ties to potential and actual competitive publishing methods, which they may be reluctant to disrupt. Customers are also often reluctant to change their existing ordering habits or to adopt new technologies. However, the Company is confident that the utility, in combination with the ease of use of its technology, will create a public demand for the majority of the world's traditional publishers to subscribe with dotYP.

2. If the Company is unable to hire qualified personnel, the Company may not be successful. The Company depends on the continued services and performance of its senior management and other key personnel. The Company's future success also depends upon its ability to attract, and the continued service of, its executive officers and other key software development, merchandising, technical, marketing, finance and support personnel (both employees and contractors). Competition for qualified personnel in these areas is intense, particularly at the senior level, and there is always the risk that any Company may not be able to hire the kind and number of employees it is targeting. Fortunately, the Company believes that its engagement of Crowe-Innes & Associates LLC, will alleviate its concerns regarding the attainment of talented individuals.

3. The Company depends on third parties to provide reliable software, systems, and related services. The Company is dependent upon certain third-party hardware, software and service providers to build the Company's software infrastructure and to develop and maintain its electronic commerce processing systems. The failure of such systems could have a material adverse effect on the Company's business and operations. However, principals of the Company have begun negotiations with several third parties. All of the parties contacted thus far are reputable and highly regarded in their respective industries, thus, the Company does not anticipate that their work would be any less than of the highest quality.

D13.2.15

Each location will be devoid of any known single points of failure and all devices will be selected and configured for redundancy, high availability, ease of replacement, and rapid response (where applicable). All on-site network operations staff will have simple, step-by-step instructions for disaster recovery. In the event of any data integrity failure event compounded by loss of connectivity or failure to verify secure connection to other locations, databases will run from a last-known-good model until verification and correction are once again available. Network operations staff will record all disasters, real or otherwise, and record circumstances and response times. After response to disasters is initiated, the dotYP central office will be contacted as quickly as possible for process verification. Recovery as per plan will take precedence over plan verification in all cases. Regional account managers will provide telephone and e-mail support. Each region will maintain language support in the dominant regional language (as available) and English.

 

 

D13.3

Most of the Company's projected expenses are related to functions of expansion – opening new markets or buying new servers in anticipation of new markets – so expenses do not fluctuate on a quarterly basis. Also, since the company will be leveraging the capabilities of existing directory businesses, much of our demand will reflect contract negotiations rather than unpredictable viral marketing results.

 

Proforma Five-Year Summary

dotYP Proforma

FY 1

FY2

FY3

FY4

FY5

Staffing

Management, G&A

$3,831,000

$ 5,191,200

$ 8,989,860

$ 10,967,580

$ 11,269,440

Sales

$1,700,000

$ 3,090,000

$ 7,102,000

$ 9,156,000

$ 9,408,000

Marketing

$850,000

$ 1,545,000

$ 3,551,000

$ 4,578,000

$ 4,704,000

Engineering, R&D, NOCC

$765,000

$ 1,390,500

$ 3,195,900

$ 4,120,200

$ 4,233,600

Customer Support

$637,500

$ 1,158,750

$ 2,663,250

$ 3,433,500

$ 3,528,000

Technology

Server (lease)

$ 679,602

$ 2,162,969

$ 3,056,997

$ 3,237,821

$ 3,426,743

Backups

$ 46,800

$ 148,950

$ 210,517

$ 222,969

$235,979

Annual Software

$ 48,147

$ 153,238

$ 216,576

$ 229,386

$ 242,771

Hosting

$ 300,000

$ 954,810

$ 1,349,465

$ 1,429,287

$ 1,512,684

Bandwidth

$ 185,040

$ 588,927

$ 832,350

$881,584

$ 933,023

Fees & Expenses

Legal & Professional

$250,000

$ 772,500

$1,060,000

$ 1,362,500

$ 1,400,000

Marketing & Ad, Travel

$1,700,000

$ 5,253,000

$7,208,000

$ 9,265,000

$ 9,520,000

Licenses

$150,000

$ 463,500

$ 636,000

$ 817,500

$ 840,000

 

 

 

 

 

Total Expenses

$ 11,143,089

$ 22,873,344

$ 40,071,913

$ 49,701,327

$ 51,254,240

Revenues

DB Hosting Services (ASP)

$ 261,000

$ 13,935,000

$ 31,209,000

$ 45,783,000

$ 60,487,500

Search Results

$ 78,300

$ 4,311,000

$ 16,256,250

$ 25,301,250

$ 27,326,250

Gross Revenues

$ 339,300

$ 18,246,000

$ 47,465,250

$ 71,084,250

$ 87,813,750

Net Income

$ (10,803,789)

$ (4,627,344)

$7,393,337

$ 21,382,923

$ 36,559,510

 

FY 1

 

dotYP Proforma

FY1

Q1

Q2

Q3

Q4

Annual Summary

Staffing

Management, G&A

$ 689,580

$ 957,750

$ 1,034,370

$ 1,149,300

$ 3,831,000

Sales

$85,000

$ 317,000

$ 584,100

$ 713,900

$ 1,700,000

Marketing

$ 153,000

$ 212,500

$ 229,500

$ 255,000

$ 850,000

Engineering, R&D, NOCC

$ 175,950

$ 183,600

$ 182,453

$ 222,998

$ 765,000

Customer Support

$32,500

$ 159,375

$ 204,000

$ 241,625

$ 637,500

Technology

Server (lease)

$ 113,267

$ 169,901

$ 178,396

$ 218,039

$ 679,602

Backups

$7,800

$ 11,700

$ 12,285

$15,015

$46,800

Annual Software

$8,025

$ 12,037

$ 12,639

$15,447

$48,147

Hosting

$50,000

$ 75,000

$ 78,750

$96,250

$ 300,000

Bandwidth

$30,840

$ 46,260

$ 48,573

$59,367

$ 185,040

Fees & Expenses

Legal & Professional

$ 112,500

$ 45,833

$ 45,833

$45,833

$ 250,000

Marketing & Ad, Travel

$ 306,000

$ 425,000

$ 459,000

$ 510,000

$ 1,700,000

Licenses

$50,000

$ 33,333

$ 33,333

$33,333

$ 150,000

Total Expenses

$ 1,814,462

$ 2,649,289

$ 3,103,231

$ 3,576,107

$ 11,143,089

Revenues

DB Hosting Services (ASP)

$ -

$ -

$ -

$ 261,000

$ 261,000

Search Results

$ -

$ -

$ -

$78,300

$78,300

Gross Revenues

$ -

$ -

$ -

$ 339,300

$ 339,300

Net Income

$ (1,814,462)

$ (2,649,289)

$ (3,103,231)

$ (3,236,807)

$(10,803,789)

 

FY2

dotYP Proforma

FY2

Q1

Q2

Q3

Q4

Annual Summary

Staffing

Management, G&A

$ 1,264,230

$ 1,264,230

$ 1,321,695

$1,341,045

$5,191,200

Sales

$ 749,595

$735,317

$785,290

$ 819,798

$3,090,000

Marketing

$ 265,200

$272,850

$318,750

$ 688,200

$1,545,000

Engineering, R&D, NOCC

$ 245,297

$312,197

$356,796

$ 476,210

$1,390,500

Customer Support

$ 251,290

$258,539

$302,031

$ 346,890

$1,158,750

Technology

Server (lease)

$ 239,843

$551,639

$681,372

$ 690,116

$2,162,969

Backups

$ 16,517

$ 37,988

$ 46,922

$ 47,524

$ 148,950

Annual Software

$ 16,992

$ 39,081

$ 48,272

$ 48,892

$ 153,238

Hosting

$ 105,875

$243,513

$300,781

$ 304,641

$ 954,810

Bandwidth

$ 65,304

$143,371

$185,522

$ 194,730

$ 588,927

Fees & Expenses

Legal & Professional

$ 100,833

$184,479

$229,167

$ 258,021

$ 772,500

Marketing & Ad, Travel

$ 561,000

$ 1,319,625

$ 1,657,500

$1,714,875

$5,253,000

Licenses

$ 67,500

$115,000

$133,333

$ 147,667

$ 463,500

Total Expenses

$ 3,949,476

$5,477,828

$6,367,431

$7,078,609

$22,873,344

Revenues

DB Hosting Services (ASP)

$ 1,437,000

$2,155,500

$3,592,500

$7,185,000

$14,370,000

Search Results

$ 431,100

$646,650

$1,077,750

$2,155,500

$4,311,000

Gross Revenues

$ 1,868,100

$2,802,150

$4,670,250

$9,340,500

$18,681,000

Net Income

$(2,081,376)

$ (2,675,678)

$ (1,697,181)

$2,261,891

$(4,192,344)

 

FY3

dotYP Proforma

FY3

Q1

Q2

Q3

Q4

Annual Summary

Staffing

Management, G&A

$ 1,609,254

$ 2,263,013

$ 2,514,459

$2,603,133

$8,989,860

Sales

$ 983,758

$ 1,967,515

$ 2,049,495

$2,101,232

$7,102,000

Marketing

$ 825,840

$825,840

$791,430

$1,107,890

$3,551,000

Engineering, R&D, NOCC

$ 571,452

$809,557

$857,178

$ 957,712

$3,195,900

Customer Support

$ 433,613

$662,213

$731,591

$ 835,833

$2,663,250

Technology

Server (lease)

$ 724,622

$759,128

$779,831

$ 793,416

$3,056,997

Backups

$ 49,900

$ 52,276

$ 53,702

$ 54,638

$ 210,517

Annual Software

$ 51,336

$ 53,781

$ 55,248

$ 56,210

$ 216,576

Hosting

$ 319,873

$335,105

$344,245

$ 350,242

$1,349,465

Bandwidth

$ 206,837

$208,087

$208,087

$ 209,337

$ 832,350

Fees & Expenses

Legal & Professional

$ 258,021

$261,891

$265,820

$ 274,269

$1,060,000

Marketing & Ad, Travel

$ 1,714,875

$ 1,740,598

$ 1,766,707

$1,985,820

$7,208,000

Licenses

$ 147,667

$149,882

$152,130

$ 186,322

$ 636,000

Total Expenses

$ 7,897,048

$ 10,088,888

$ 10,569,924

$11,516,054

$40,071,913

Revenues

DB Hosting Services (ASP)

$ 5,617,620

$6,241,800

$9,362,700

$9,986,880

$31,209,000

Search Results

$ 2,438,438

$3,251,250

$4,876,875

$5,689,688

$16,256,250

Gross Revenues

$ 8,056,058

$9,493,050

$ 14,239,575

$15,676,568

$47,465,250

Net Income

$ 159,009

$ (595,838)

$3,669,651

$4,160,514

$7,393,337

 

FY4

dotYP Proforma

FY4

Q1

Q2

Q3

Q4

Annual Summary

Staffing

Management, G&A

$ 2,655,196

$ 2,707,259

$ 2,785,353

$2,819,773

$ 10,967,580

Sales

$ 2,143,257

$ 2,185,281

$ 2,248,318

$2,579,143

$9,156,000

Marketing

$ 1,118,969

$ 1,130,048

$ 1,152,206

$1,176,778

$4,578,000

Engineering, R&D, NOCC

$ 967,289

$976,866

$996,020

$1,180,025

$4,120,200

Customer Support

$ 844,192

$852,634

$861,160

$ 875,514

$3,433,500

Technology

Server (lease)

$ 801,350

$805,357

$809,384

$ 821,730

$3,237,821

Backups

$ 55,184

$ 55,736

$ 56,293

$ 55,756

$ 222,969

Annual Software

$ 56,772

$ 57,340

$ 57,914

$ 57,360

$ 229,386

Hosting

$ 353,744

$357,281

$360,854

$ 357,407

$1,429,287

Bandwidth

$ 211,431

$219,888

$224,286

$ 225,979

$ 881,584

Fees & Expenses

Legal & Professional

$ 320,894

$346,566

$353,497

$ 341,543

$1,362,500

Marketing & Ad, Travel

$2,005,678

$2,025,735

$2,045,992

$3,187,595

$9,265,000

Licenses

$ 201,228

$203,240

$205,272

$ 207,761

$ 817,500

Total Expenses

$11,735,183

$ 11,923,230

$ 12,156,549

$13,886,365

$49,701,327

Revenues

DB Hosting Services (ASP)

$10,586,093

$ 11,115,397

$ 11,337,705

$12,743,804

$45,783,000

Search Results

$6,031,069

$6,272,312

$6,460,481

$6,537,389

$25,301,250

Gross Revenues

$16,617,162

$ 17,387,709

$ 17,798,186

$19,281,193

$71,084,250

Net Income

$4,881,978

$5,464,479

$5,641,637

$5,394,829

$21,382,923

 

FY5

dotYP Proforma

FY 5

Q1

Q2

Q3

Q4

Annual Summary

Staffing

Management, G&A

$ 2,876,169

$ 2,932,564

$ 3,017,157

$2,443,550

$ 11,269,440

Sales

$ 2,630,726

$ 2,682,309

$ 2,759,683

$1,335,282

$9,408,000

Marketing

$ 1,165,010

$ 1,223,849

$ 1,259,152

$1,055,989

$4,704,000

Engineering, R&D, NOCC

$ 1,191,825

$ 1,203,743

$ 1,215,781

$ 622,251

$4,233,600

Customer Support

$ 884,270

$ 893,112

$ 902,043

$ 848,575

$3,528,000

Technology

Server (lease)

$ 829,947

$838,247

$846,629

$ 911,920

$3,426,743

Backups

$ 56,313

$ 56,876

$ 57,445

$ 65,344

$ 235,979

Annual Software

$ 57,934

$ 58,513

$ 59,098

$ 67,225

$ 242,771

Hosting

$ 360,982

$364,591

$368,237

$ 418,874

$1,512,684

Bandwidth

$ 228,239

$230,522

$232,827

$ 241,436

$ 933,023

Fees & Expenses

Legal & Professional

$ 344,959

$348,408

$351,892

$ 354,741

$1,400,000

Marketing & Ad, Travel

$ 3,219,471

$ 3,251,666

$ 3,284,182

$(235,319)

$9,520,000

Licenses

$ 208,799

$209,635

$210,473

$ 211,093

$ 840,000

Total Expenses

$ 14,054,643

$ 14,294,035

$ 14,564,601

$8,340,961

$ 51,254,240

Revenues

DB Hosting Services (ASP)

$ 12,807,523

$ 13,319,824

$ 15,983,789

$ 18,376,363

$ 60,487,500

Search Results

$ 6,668,137

$ 6,801,499

$ 6,869,514

$ 6,987,099

$ 27,326,250

Gross Revenues

$ 19,475,660

$ 20,121,324

$ 22,853,304

$ 25,363,463

$ 87,813,750

Net Income

$ 5,421,017

$ 5,827,289

$ 8,288,703

$ 17,022,501

$ 36,559,510

 

D13.4.1

See attached documents from Coblentz, Patch, Duffy, & Bass, LLP

D13.4.2

None at the present time. This is a new business.

D13.4.3

N/A.

D13.4.4

The senior management of the company has a demonstrated ability to identify viable business opportunities, raise capital for startup businesses, recruit skilled management and technical staff, operate a profitable and sustainable business and provide liquidity through a public offering.

Several members of dotYP senior management and advisors are located in the San Francisco Bay Area, and have connections to the very active venture capital community as well as to many high net worth individuals in Silicon Valley who understand the value of this undertaking.

Senior management of the company has established relationships with senior management at the following venture capital and investment banking firms: Prudential-Volpe Securities, Donaldson Lufkin Jenrette Ventures, Temasek Holdings (Singapore), Crosspoint Venture Partners, Selby Ventures Partners and GE Capital.

D13.4.5

Commercial general liability insurance will be provided by American International Group, Inc. (AIG) through Costello & Sons Insurance Brokers, Inc. Please refer to attached correspondence from Costello & Sons. Coverage and amount of insurance have yet to be determined.

D15.1
dotYP is a new organization presently supported by the Yellow Pages Publishers Association, and the founders and advisors listed in D9 above. The technical backing for dotYP consists of Steve Wozniak, Daniel Sokol, and Dimitry Dukhovny.

Please refer to the attached Business plan for a full summary of the principals' past achievements and experience. An excerpt therefrom is attached as follows:

Steve Wozniak, who normally needs no introduction, co-founded Apple Computer after working on some of the first scientific calculators for Hewlett Packard. He began the "Personal Computer Revolution" by designing the Apple II, originally intended as a machine for his own personal use. Steve has a B.S. in Electrical Engineering and Computer Science from UC Berkeley and an honorary doctorate from the University of Colorado. During the USSR’s perestroika period, he sponsored many USA/USSR joint initiatives including the first stadium concert in the USSR with bands from both nations playing together. Further, he sponsored the first 3 space bridges between the 2 countries. Featured frequently in public service announcements for non-profit organizations, Steve has been featured in a billboard campaign and appeared in many television documentaries and commercials.

He has devoted the past two decades to non-profit community support issues. Steve was the major early donor to many San Jose projects including the Children’s Discovery Museum, the Tech Center, the San Jose Cleveland Ballet, and a major Center for the Performing Arts renovation project. A downtown street is named for him there.

Steve has contributed millions of dollars in computers to Los Gatos schools and donated his time to teaching young students and teachers about computers. He has been involved in school technology planning, installation of labs, wiring of schools, wiring of the Los Gatos Unified School District, and providing internet access for years. Steve Wozniak received countless awards including the Grace Murray Hopper award for computer achievement under the age of 30, the Jack Kilby award for engineering, and was one of the first group of recipients of the National Technology medal.

Dan Sokol has been involved with high technology since rubbing two silicon wafers together was the only way to stay warm. His engineering background includes embedded systems design (hardware and software), video postproduction, and semi-conductor test engineering (not necessarily in that order). He has a patent on Interactive Storytelling and Design, and a patent on Electronic Commercial Transactions With Minors.

Prior to the creation of dotYP, Dan co-founded, and was CTO of, Cobaltcard.Com. He also co-founded Video Post & Transfer in Dallas, TX in 1980 (a video post production facility), and All of the Above, Inc. in 1989 (a multimedia design firm) Dan is currently CTO of Best-of-China.Com, Inc.

Dimitry Dukhovny has been a software developer and network engineer for the past decade. He originally cut his teeth programming and consulting at the age of fifteen and has since developed software and architected networks for such institutions as the US Marine Corps, Lawrence Livermore National Laboratories, and Exodus Communications. He has composed or designed a variety of ISP and ASP models, high availability electronic commerce solutions, and a secure shipboard WAN solution via satcom. His networks have been inspected/evaluated to the standards of the United States Department of Energy, National Security Agency, and Department of the Navy, and the trial-by-fire of e-commerce for his personal clients and, more recently, the clients of Exodus. Dimitry is currently Senior Vice President of Engineering of Best-of-China.Com, Inc.

The permanent staff consists of designers and planners. Software development and network administration is currently outsourced to IBM. Permanent staff will replace consultants when a gTLD is granted.

D15.2
dotYP will have facilities located in Hong Kong (PRC), London (UK), Bombay (India), Sydney (Australia) and Santa Clara (California, USA).

All facilities, both presently contracted and those in negotiations include:

The machines will be grouped in logical clusters. Multiple clusters may exist in any one YP-Root location. One YP-Root location may serve multiple regions. One YP-Root location will be designated the master back-end server, whose duties will be explained below. Any back-end machine will be able to function permanently or temporarily as a master back-end. Every YP-Root location will contain:

Every YP-Root server cluster will consist of:

The database size is limited by a finite organizational nomenclature set (approximately 4,000 topical subcategories) recognized by existing directory publishers throughout the world, a finite number of geographically distinct regions, and, most importantly, a finite group of businesses. The former two lists are common, public knowledge and freely available, and the latter database will be provided by current publishers as a value-added resource to their paying customers.

DNS queries to the .yp gTLD should be forwarded to a YP-Root server. Coordination with Whois has yet to be determined, as the data may differ greatly by region.

Network intrusion will be monitored at each location both by software and by network operations staff. Intrusions will be treated as a data integrity failure, so tampered systems will be disconnected from other local machines and backed up with relevant forensic data preserved as much as possible and rebuilt from last backups, verifying database as per backup plan (above).

Each location will be devoid of any known single points of failure and all devices will be selected and configured for high availability, ease of replacement, and rapid response (where applicable) as noted above. All on-site network operations staff will have simple, step-by-step instructions for disaster recovery. In the event of any data integrity failure event compounded by loss of connectivity or failure to verify secure connection to other locations, databases will run from a last-known-good model until verification and correction are once again available. Network operations staff will record all disasters, real or otherwise, and record circumstances and response times. After response to disasters is initiated, dotYP central office will be contacted as quickly as possible for process verification. Recovery as per plan will take precedence over plan verification in all cases.

Regional account managers will provide telephone and e-mail support. Each region will maintain language support in dominant regional language (as available) and English.

D15.3
In the future, subcontracting will be limited to network operations staff from co-location providers (e.g. Exodus, IBM, AT&T).