VoiceIQ Inc.

COMPANY DATA |  INTRODUCTION | PRODUCTS IN HAND | MARKET OPPORTUNITY
MANAGEMENT | NEWS UPDATE | CHINESE

COMPANY DATA

INTRODUCTION

VoiceIQ Inc. has been a world leader in the provision of digital voice recording software for over 12 years. They offer a comprehensive line of software products used extensively and designed for the court, legal, medical and financial fields which representing a total North American market potential of US$1.5 billion or CAD$2.3 billion.

VoiceIQ provides the industry's most advanced and feature rich enterprise level software applications for the capture, digitizing, retrieving, storing, searching, sharing and archiving of digital voice audio. Their solutions can also be combined easily with existing network computing environments, telephony infrastructure and database architectures. These voice driven technologies provide companies and government agencies with the opportunity to reduce costs, improve services and enhance the security of their operations.

VoiceIQ 100% owned subsidiary, Auscript Pty Ltd., is Australia's oldest and largest court reporting and transcription services firm.

PRODUCTS IN HAND

(1) NetScribe

NetScribe is a new, Internet-based, enterprise software technology designed to allow a digital voice file (.WAV, MPEG, or other) to be created at a source (typically a Win2000 application i.e. VoiceIQ's CourtABLE LT), and securely stored and transmitted in a 128-byte encrypted format via the Web. It will also facilitate complete transcription workflow via human workers and then re-transmit the digital voice file and accompanying electronic document (WORD or equivalent) together (via the Web) directly back to the source in near real-time.

(2) CourtFLOW
CourtFLOW Brochure

CourtFLOW is a new generation of computer-based digital audio recording equipment. The system replaces the need for courtroom clerks or court reporters to operate a cassette-based tape system in conjunction with keeping a log sheet. With VoiceIQ's CourtFLOW, a computer is used for both operations, which helps to reduce the costs of tape storage, paper filing and copying of log sheets.

(3) VoiceFLOW
VoiceFLOW Brochure

VoiceFLOW is a dictation and workflow management system. It is a complete data based network solution for moving and managing voice audio files. VoiceFLOW systems are designed for any number of users, typically ranging from eight to several hundred and are aimed at customers who generate large volumes of dictation and are in need of sophisticated management of digital voice files. An ideal solution for larger law firms needing to record depositions or medical offices with centralized or distributed transcription of medical dictation.

(4) MURF
MURF Brochure

VoiceIQ's MURF (Multiple Unit Recording Facility) is a digital audio recording/playback system consisting of both hardware and software. The system uses Voice Processors to convert audio into a digital form that is understood by a computer. The computer then sorts and stores the audio as five minute "takes" onto the computer's hard drive (RAID 5 - Redundant Array of Independent Disks). Users can access the digitized information, which is converted to sound at their workstation, along with pertinent information about the "take".

(5) CourtABLE

CourtABLE is a digital audio recording solution designed for courtrooms, conferences and meetings. Developed to replace analogue tape recording systems, CourtABLE can be run from a single laptop or desktop PC. Up to two channels of audio can be recorded using the PC's internal soundcard. Optionally, up to four channels of audio can be captured at once in MPEG format using a specialized soundcard. An ideal solution for smaller legal firms requiring digital audio recording of depositions, hearings etc..

(6) CourtABLE LT
CourtABLE LT Brochure

CourtABLE LT is a digital audio recording solution designed for hearing rooms, tribunal rooms, courtrooms, depositions, conferences and other types of meetings. Developed to replace analogue tape recording systems, CourtABLE LT can be run from a single laptop or desktop PC. Up to two channels of audio can be recorded using the PC's internal soundcard.

(7) CFPlayer

CFPlayer is VoiceIQ's playback and transcription software for CourtFLOW and CourtABLE systems.

For judges, lawyers, court reporters and other court officials, CFPlayer works as an indispensable tool, allowing you to review testimony and court proceedings at your own leisure from you own personal computer along with any annotations you might have made as a private annotator. For the transcriptionist, or others producing verbatim records, CFPlayerPRO transforms an ordinary computer into a professional transcription station, complete with foot pedal control, adjustable playback speed and a friendly Windows interface.

(8) VFTransport
VFTransport Brochure

VFTransport allows you to transport digital dictation files anywhere, anytime. Whether you're importing audio for stand-alone transcription, or to a local or remote VoiceFLOW system - VFTransport is a dictation and transcription workflow management solution. It has all of the tools you need to get your dictation to its final destination quickly and easily.

(9) PlayALL XTRA

PlayALL XTRA needs no specialized hardware. Only Windows 95, 98 or Windows NT 4 and a Standard Sound Blaster-compatible sound card are needed. Just install the software, connect the foot pedal to your keyboard in for simple steps, plug in the headset and you're ready to begin transcribing medical dictation, depositions or court sessions from any source.

(10) VFPlayer

VFPlayer is VoiceIQ's software-based transcription solution for VoiceFLOW systems, a transcription solution with a difference. VFPlayer integrates the transcription technology introduced in PlayALL XTRA with the sophisticated database management of VoiceFLOW.

(11) VoiceMIC

The VoiceMIC Stand-Alone, software-only application provides a simple yet sophisticated method for creating dictation files right at your personal computer, working alongside your favorite Windows programs.

MARKET OPPORTUNITY

(1) VoiceIQ Inc. is ready to capture a large share of the $1.5 billion North American voice capture/enabling technology software market to end of 2004 - only 2 competitors in court market, 4 in medical market;

(2) The market size is large with relatively small penetration; only 8% of legal and health facilities are digital (44,000 courtrooms/6,000 hospitals/80,000 lawyers total North American market);

(3) There is a $3.5 billion per year outsourced transcription market in North America. Their automated transcription service - NetScribe - provides VoiceIQ/Auscript with immediate access to this English transcription market - recurring revenues.

MANAGEMENT

VoiceIQ Inc. has a strong management team with experience in different areas:

Gordon Ewart, Chairman VoiceIQ Inc. Mr. Ewart is also the Co-Chairman of Bradstone Equity Partners, Inc., a Canadian based merchant banking organization with offices in Toronto and Vancouver. Prior to Bradstone, Mr. Ewart co-founded three merchant banks based in Toronto and Bermuda: Resources Capital International Ltd., Paramount Funding Corp., and Grafco Ltd. These firms were utilized as investment vehicles to finance Canadian industrial and natural resource companies. Mr. Ewart is the Chairman and Director of Global (GMPC) Holdings Inc., and a Director of Spur Ventures Inc.

John Stewart, Director. Since 1994, Mr. Stewart has co-founded and developed three software companies. His most recent venture is LASOO LLC, a Toronto based private company became a recognized leader in spatial search engine technology. LASOO's principal investors were Rogers Communications and SHAW Ventures. LASOO was sold in early 2002 to a profitable major US-based search engine company. Within each venture, Mr. Stewart's role has included development, deployment, management, marketing, and the commercial rollout of the technologies. Between 1996 and 1998, Mr. Stewart was President and CEO of IQ Media Inc., a developer of 3D terrain visualization software and geographic based multimedia engines. IQ Media's list of clients included NASA, MSNBC, US State Department, CBC Television, and the Canadian Space Agency.

Lucas Ewart. Since 1997, Mr. Ewart has been the Chairman of J.E.M. Capital Corporation, a private venture capital and financial consulting firm. Prior to this, Mr. Ewart was a research analyst at the brokerage firm of Thomson Kernaghan & Co. Ltd. in Montreal, Quebec.

Cyril McLean. Since 2001, Mr. McLean has been the Director of Corporate Security at Telus Corporation. Prior to this, he was the Director of Security at the Canadian Bankers Association. Prior to that Mr. McLean served in various positions for the Royal Canadian Mounted Police (RCMP) including Senior Advisor, Security, and Intelligence at the Privy Council Office.

Paul Pathak. Mr. Pathak has been a lawyer practicing corporate and securities law in Toronto, Ontario since 1994. He is currently a partner at the firm of Chitiz Pathak LLP, a Toronto law firm serving clients in the securities and investment industries, including issuers and dealers on a full range of corporate and securities matters and transactions. Mr. Pathak is and has also been a director of several other public companies in both the US and Canada.

NEWS UPDATE

On November 29, 2004, VoiceIQ Inc. announced that the Ontario Superior Court of Justice has granted an Order pursuant to the Business Corporations Act (Ontario) directing the Company to convene a meeting of its shareholders for the purpose of voting on the previously announced Plan of Arrangement (the "Arrangement") between the Company, Yoho Resources Investment Partnership, VIQ Solutions Inc. and the Company's shareholders and creditors. Similarly, the Alberta Court of Queen's Bench has granted an Order pursuant to the Companies Creditors Arrangement Act (Canada) directing the Company to convene a meeting of its creditors for the purpose of voting on the Arrangement. The shareholders and creditors meetings are to be held on December 20, 2004 in Calgary, Alberta.

On August 09, 2004, VoiceIQ Inc. announced that it had applied for and received an Order from the Court of Queen's Bench of Alberta, at Calgary, providing creditor protection under the Companies' Creditors Arrangement Act of Canada. Under the terms of the Order, all creditors are stayed from taking any action against the Corporation or its assets and all third parties are restrained from terminating any of their contracts with VoiceIQ. VoiceIQ intends to file a restructuring plan for approval by its creditors and shareholders pursuant to which the business and assets of VoiceIQ will be transferred to a new subsidiary corporation and VoiceIQ will be converted into a gas and oil production company to maximize use of tax losses. These tax losses are estimated at $25,000,000.00.

On May 18, 2004, VoiceIQ Inc. announced that as part of management's comprehensive review of the Company's operations, as previously detailed in a press release dated May 05, 2004, management of VoiceIQ has recommended to the board of directors and the board has resolved in favour of withdrawing any further financial and management support to VoiceIQ's wholly-owned subsidiary, Auscript Pty Ltd. ("Auscript") The determination was made after a thorough review of Auscript's business operations and current financial position and particularly in light of Auscript's on-going losses from operations.

Shortly after this decision was communicated to Auscript, Auscript's board of directors determined that Auscript could no longer operate as a going concern and, consequently, earlier on May 18, 2004 filed for voluntary administration, a form of insolvency proceedings in Australia. As a result of these actions, VoiceIQ does not anticipate that it will recover any monies previously advanced to Auscript or realize any value from its investment in Auscript.

On April 15, 2004, VoiceIQ Inc. announced that following the necessary regulatory approval of the TSX Venture Exchange, it has completed acquisition of Spark & Cannon (WA) Pty Ltd. and Spark & Cannon (SA) Pty Ltd.. VoiceIQ is acquiring CDN$1.4 million of net assets in this transaction and management expects the cash component from VoiceIQ to not exceed CDN$500,000.

On March 31, 2004, VoiceIQ Inc. announced that the Company intends to re-price the exercise price of 1,077,777 common share purchase warrants previously issued by the Company in January 2004 and 107,708 common share purchase warrants which are issuable upon exercise of 215,415 Agent's Options also issued by the Company in January 2004. The Company intends to reduce the exercise price from $1.50 per common share to $0.80 per common share. The warrants will remain exercisable at any time on or before January 9, 2006. The proposed warrant re-pricing is subject to approval of the TSX Venture Exchange.

On March 29, 2004, VoiceIQ Inc. announced that it has finalized the terms of an agreement to purchase Spark & Cannon (WA) Pty Ltd. and Spark & Cannon (SA) Pty Ltd., which together form one of Australia's largest court reporting and transcription businesses. The purchase price will be CDN$3.2M, subject to adjustments based on net assets at closing. VoiceIQ intends to finance the acquisition through a combination of cash, an Australian bank line of credit, a one year vendor take back loan and the issuance of approximately 250,000 common shares from treasury.

On March 16, 2004, VoiceIQ Inc. reported the first quarter result. Highlights include:

1. Significantly improved cash position, $2.1 million Q1-04 vs $200 thousand Q1-03
2. Receivables of $2.6 million Q1-04 vs $2.4 million Q1-03
3. New product Releases and Enhancements
4. VoiceIQ net sales from Unisys Canada account for majority of decrease in sales at $900 thousand
5. Solidified relationships with the Company's partners (UNISYS, FNS)
6. Loss is $273,045 or $0.008 per fully diluted share.

Management believes that future revenue gains will be realizes as new solutions are launched and a more aggressive selling strategy is put in place. "We are planning several new version upgrades to our CourtFLOW and CourtABLE software packages which will provide additional functionality to these core products," explains David Outhwaite, President and Chief Executive Officer of VoiceIQ Inc. "In addition, VoiceIQ will be announcing the launch of new and exciting complimentary tools to our solutions shortly."

Over 500 clients use VoiceIQ Inc. software daily in courtrooms, legislatures and medical facilities across Australia, South Africa, United Kingdom, Canada and the United States of America.

On March 04, 2004, David Outhwaite, President and Chief Executive Officer of VoiceIQ Inc., announced that Malcolm Macallum has joined the Company as Chief Technology Officer. Reporting directly to the CEO, Mr. Macallum will be responsible for providing vision and leadership in developing overall technology strategy ad implementation of tools and the turn-key solutions that achieve the Company's strategic, competitive and business growth objectives. As such, he will manage, develop and expand the Company's presence in its primary markets.

On March 02, 2004, VoiceIQ Inc. announced that it has appointed Mr. David Outhwaite as the Company's new President and Chief Executive Officer. Mr. Outhwaite brings over 30 years of executive experience to VoiceIQ with extensive sales and operational management experience in the IT and telecom market place. Most recently, Mr. Outhwaite was Chief Executive Officer of dot com Entertainment Group and prior to that was Vice President and Chief Operating Officer of CryptoLogic Inc. Mr. Outhwaite has also held various other executive positions with several companies including Informix Software Canada, Sybase Canada Control Data Systems, and Philips Electronics. VoiceIQ's former Chief Executive Officer, John Stewart will remain active in the Company as Vice Chairman of the Board. Mr. Stewart will be working on several strategic initiatives this year.

On February 26, 2004, VoiceIQ Inc. reported a sharp increase in revenues by 41% as compared to 2002. The actual revenue for the fiscal 2003 was $15.0 million compared to $10.6 million for the fiscal year 2002. Revenues jumped appreciably in both its computer products and transcription divisions by 27% and 55% respectively.

On February 03, 2004, VoiceIQ Inc. announced that it has signed a letter of intent to purchase Spark & Cannon (WA) Pty Ltd. and Spark & Cannon (SA) Pty Ltd. which together form one of Australia's largest and most respected privately owned court reporting and transcription business.

Also, VoiceIQ announced that Canada NewsWire (CNW) signed a 3-year service agreement to use VoiceIQ's NetScribeO technology platform for digitally capturing and transcribing audio conference calls and other audio/video web cast events.

On January 19, 2004, VoiceIQ Inc. announced that it has been awarded a contract estimated to be worth $1.24 million to provide the Immigration and Refugee Board (IRB) with its Courtable LT digital recording platform. The majority of these funds will be recognized over the coming quarter. Additional revenue is expected from IRB over the coming year for custom engineering work on the software deliverable. The IRB is Canada's largest independent administrative tribunal and VoiceIQ will be installing, training and supporting up to 200 rooms nationwide under this contract.

On September 11, 2003, VoiceIQ Inc. announced that it has signed two new contracts for reporting and transcription services in Australia worth $3.35 million. Both contracts are commencing immediately and will provide VoiceIQ with the majority of the revenues over the coming 12-month period. VoiceIQ will be providing the goods and services through Auscript, its wholly owned subsidiary based in Australia.

On September 04, 2003, VoiceIQ Inc. announced that it has arranged an unbrokered private placement with Sprott Asset Management Inc. of 2,870,000 common shares $0.70 per share to raise $2,009,000 in gross proceeds to VoiceIQ. This financing is subject to normal regulatory approvals, VoiceIQ's filing of an Annual Information Form, and the successful completion of due diligence by Sprott Asset Management Inc. In addition, Sprott Asset Management has the right to purchase an additional 1,430,000 common shares at $0.70 within ten days of this closing, for an additional $1,001,000 in gross proceeds to VoiceIQ. VoiceIQ will utilize proceeds from this private placement to bolster its sales and marketing efforts, increase its technical support facilities and make some strategic improvements within its transcription services division.

On August 27, 2003, VoiceIQ Inc. released its third quarter financials and reports. The Company continues to see strong growth across all sectors. Senior management attributes these positive numbers to a combination of continued cost control measures and new business development activities. Sales revenues for Q3 ending June 30th, 2003, were $4,347,055, an increase of 62% or $1,670,749 more than the same period last year. The Company continues to show increased transcription revenues from its wholly owned subsidiary. Auscript Pty. Limited and consistent new business from software sales. Sales revenues for the nine-months ending June 30th, 2003, were $11,808,239, up significantly by 73% over same period last year or an improvement of $4,969,483.

On August 12, 2003, VoiceIQ has signed a five-year deal worth an estimated $1 million dollars to supply court software and transcription services to Record Transcripts Inc., (RTI) of Florida. A total of $300,000 will be realized in the current quarter. In addition, through its Australian subsidiary Auscript, VoiceIQ will provide approximately $700,000 worth of transcription services to RTI Inc. over the next 5 years.

On June 25, 2003, VoiceIQ Inc. and Management Systems Designers Inc. (MSD) jointly announced a new strategic partnership. Within this VoiceIQ and MSD will work closely together developing business within the United States Federal Government and in particular within the United States Federal Court and Federal Quasi-Judicial agency arena.

On June 24, 2003, VoiceIQ Inc. announced that it has been awarded several new contracts in the month of June to license its leading CourtFLOW ? software solution. Continued strong demand for VoiceIQ's court based software products continues, bringing total court related software and services sales this year to approximately $3,000,000 on total revenues of $7,500,000 over the first six months. These latest sales totalling $275,000, provide VoiceIQ with several new US federal court clients. All of the revenue from these contracts will be realized over the next month.

On May 29, 2003, VoiceIQ Inc. reported that it has achieved a major corporate milestone by achieving its first ever consecutive quarterly profit for the period ending March 31st, 2003. Sales revenues for Q2 ending March 31st, 2003, were $3,552,914, an increase of 55% or $1,259,963 more than the same period last year. The Company continues to show increased transcription revenues from its wholly owned subsidiary, Auscript Pty. $7,461,148, up significantly by 45% over same period last year.

On May 21, 2003, VoiceIQ Inc. announced that it has signed a long term licensing agreement with Canada's largest reporting and transcription company, Atchison & Denman of Toronto. Specifically, Atchison & Denman will be licensing VoiceIQ's powerful NetScribe automated voice to transcription software technology to provide services to new and existing clients including: the Federal and Provincial Courts, disciplinary bodies, law firms and other companies in Canada and the US. In addition, VoiceIQ and Atchison & Denman have signed a strategic teaming agreement in which both companies will provide a total outsourced solution for courts, quasi-judicial and other government agencies to utilize their combined services.

On April 15, 2003, VoiceIQ Inc. announced that its wholly owned Australian based transcription company, Auscript Pty Limited, was awarded three new contracts valued at approximately $1,200,000. 

On April 08, 2003, VoiceIQ Inc. and Unisys Corporation have signed a long-term marketing and reseller agreement. Under the agreement, Unisys will re-sell VoiceIQ's leading software technology and services to new and existing Unisys customers globally. In addition, the two companies have agreed to both market and sell on a cooperative basis into key accounts in North America and beyond.

This agreement extends and broadens the partnership that began three years ago, when Unisys and VoiceIQ teamed with the province of Ontario to provide digital court audio technology to 650 courtrooms in that province.

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