BEYOND FINANCIAL VALUE – TOWARDS THE FREEDOM OF COMMUNICATION - Our core business is founded on values adherent to the philosophy of natural rights and freedoms: we help our clients maintain private during communications, and the rapid expansion of our networks is having a profound impact on the way people manage their daily lives.
Torqall.com was established by a team of highly skilled and trained engineers with a huge experience in telecommunications in 2016. The Information contained on, or accessible through, our website is a part of this prospectus.
We are glad to introduce a completely new solution for local and international calls including limitless roaming.
TOR-Q-ALL was designed to make you unchained to local operators and big brother. Remain yourself on the phone without fear of being monitored and tracked down by anyone, and be sure of pricing when surfing the internet during your vacation at country-side or abroad. Our services have been in operations for almost a year within the Eastern Europe countries.
• Secured communication
Private communications were not meant to be subject to surveillance, rather it was designed to make one's life
easier: to share information, to communicate with each other, to remain oneself.
• Borderless communication
Stay tuned wherever you are. More than 195 countries for the same price. Unlimited calls and moderate pricing for
secured (VPN) internet connection of just USD 30 / 1 Gb.
TOR-Q-ALL provides numerous features in order to secure your calls, inter alia, an option to choose call services
provider, change your voice, setup your caller's I.D. and make/receive calls a resident of London or New York, or any
other place. All incoming calls are routed as VPN-calls.
• Onion routing
In order to cover tracks all local outgoing calls are routed first to another country, where it is lost due to our
tor-alike technology, and eventually the call is returned back. And all of these in a snap of a finger.
WHY WOULD I NEED ONE?
The number of applications is extremely huge. Below you’ll find some scenarios for individuals or corporations:
• Private cell sub-network
Incoming and outgoing calls made possible with the private cell sub-network via assigned FMC-numbers (so called short numbers of only five digits).
• S2S (STAFF-TO-STAFF)
Setup a secured S2S line for an exchange of high sensitive corporate information.
• Hospitality solution
Create a unique and modern service for accommodation of your clients, whether you are a professional hotelier or an independent AIR B'N'B renter.
• Friendly CRM (client-relations management)
Setup DDI-numbers for your clients abroad and help them save money on international calls.
• Global contract
One contract for your employees world-wide. Pay once for all regardless of branches' locations.
• Customize your own virtual cell operator
Manage your company's finance within flexible fee schedule. Remain independent and state your own prices within our flexible rates.
FEATURES TO COME
Below please find the screenshots of the forthcoming feature LETTERHEAD CALLER'S I.D.. which may be used by service providers like Über or Gett so that a driver’s call is no surprise for a client. Below please find the visualization of this feature that is not ready yet but is expected to come Q2 2018.
We have invested a lot of efforts and funds into development of our product. As of now we have successfully installed the following features and solutions:
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions egarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectation concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. Forward-looking statements contained in this prospectus include, among other things, statements relating to expectations regarding industry trends and the size and growth rates of addressable markets; our business plan and our growth strategies, including plans for expansion to new markets and new products; the proposed use of proceeds from this offering. Although we base the forward-looking statements contained in this prospectus on assumptions that we believe are reasonable, we caution you that actual results and developments (including our results of operations, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. Certain assumptions made in preparing the forward-looking statements contained in this prospectus include:
• our ability to implement our growth strategies;
• our ability to maintain good business relationships with our suppliers, wholesalers and distributors;
• our ability to keep pace with changing consumer preferences;
• our ability to protect our intellectual property; and
• the absence of material adverse changes in our industry or the global economy.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this prospectus beginning on page five.
BASIS OF PRESENTATION
Unless otherwise indicated, all references in this prospectus to “TOR-Q-ALL,” “we,” “our,” “us,” “the company” or similar terms refer to torqall.com. In this prospectus, unless otherwise specified, all references to “$,” “USD,”, “U.S. Dollars” mean United States dollars, and all references to “ETH” mean Ethereum.
In connection with present ICO, we offer an amount of 168 000 000 TRQ tokens based on Ethereum protocol for an initial price of 1 ETH = 3,000 TRQ . Prior to this offering, there has been no public market for our TRQ tokens.
PLAN OF DISTRIBUTION
We may sell any series of debentures through agents or directly to one or more purchasers during a pre-sale campaign or ICO campaign.
USE OF PROCEEDS
Based on the market research and current trends in telecom ICO, we estimate that the net proceeds to us from our issuance and sale of TRQ tokens in this offering will be: for the soft cap – ETH 1,050; for the hard cap – ETH 56,000, after estimated offering expenses payable by us. This estimate assumes an initial public offering price of 1 ETH per
We intend to use the proceeds from this offering to (a) repay the sums owned to active participants of our Bounty Campaign; (b) invest in hardware upgrade and scaling; (c) hire first-class specialists in applied engineering, IOS and Android applications development, logistics; (d) build-up a 24/7 tech-support department.
Depending on the amount of the proceeds from this offering costs and amount of improvements may vary. See page 20 for details.
Our cash flow helps us to maintain a high level of investment to give our customers a superior network experience,which over time should enable us to secure a premium positioning in most of our markets. Over the last year we have committed USD 250,000 in capital investment in equipment, software development, and distribution
Considering the way our product has been developed, we are positive that we will be ready to upgrade and scale within terms states in Technology Map section. Further funding would ensure our ability to complete the tech-map and proceed further with large distribution plans. Hence, we have several strategies depending on the placement of our TRQ tokens:
• USD 300,000 (ETH 1,050+)
A minimum sum needed for further development of our network according to the technology map. That point would help us to introduce the product to more than 1,000 subscribers (10x multiplication) and manage this number of subscribers according to our standards.
• USD 1,000,000 (ETH 3,500+)
According to that strategy, we are going to change the core hard- and software units, i.e. migration to Yate- HSS/HLR, implementation of logistics software (Oracle SCM Cloud) in order to provide improved visibility and control of our B2B and B2C e-commerce sales and operations.
• USD 3,000,000 – USD 16.000.000 (ETH 10,500)
Completely different modus of actions at the market, including business scaling and aggressive marketing. R&D department upgrades, CISCO migration pack (Cisco Policy Suite (PS) of software solutions, the Cisco Virtualized Packet Core (vPC), and the Cisco ASR 5500 Series Aggregation Services Router Packet Gateway), Implementation of logistics software (Oracle); Logistics Upgrade Kit (SAP). Business scaling and aggressive marketing.
USE OT TOKENS. THREEFOLD OPPORTUNITY
Apart from dividend policy which is an implied feature of TRQ tokens, we also suggest three other ways for return
on your investments.
Token repurchase value increases at a rate of 4.5% per month starting with the end of ICO-campaign, with payments starting one month since the reach of 25,000 subscribers. The amount of funds spent on buy-back campaign shall not exceed 7% of net income. The buy-back is held on pro rata (pari passu) basis. If the full quota of tokens is not repurchased or there is a remaining balance of funds at the end of the month, these funds will be added to the repurchase amount for the following month.
• Payment for services
Starting one month since the reach of 25,000 subscribers, you may also pay for our services with TRQ tokens. Discount rates shall be calculated afterward.
• Stock exchange
We are looking forward to list TRQ token at TIDEX exchange so that our investor could have an opportunity to buy additional TRQ tokens or sell their own.
Following completion of the offering, we do not currently intend to pay dividends on our TRQ tokens. We currently
intend to retain any future earnings to fund business development and growth, and we do not expect to pay any
dividends until the completion of the Road Map aims and Goals (see www.torqall.com for additional information) in
the foreseeable future.
Afterwards, all future determination to declare token dividends will be made at our discretion, and will depend on a
number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions,
general business conditions. We intend to pay dividends, starting Q4 2018. At least 25% of net income shall
be paid quarterly.
OPERATING COSTS AND EXPENSES
Our operating expenses consist of the following:
• Cost of service: includes roaming charges billed to us for our subscribers' usage outside of our parent
network and direct telecom charges, which are costs to handle calls over our network, including landline
charges, trunk lines and other costs to maintain our network, as well as site rentals, tower rentals and
• Cost of equipment: primarily includes costs of hardware, routers, hubs, reserve lines, data storage, etc;
• Selling, general and administrative expenses:
includes all operating expenses not included in the other operating expense categories, including commissions; allocated expenses from Cellco for certain services
provided to us in connection with our business.
SPECTRUM, NETWORK AND IT INFRASTRUCTURE
We operate as MVNA (see Competition section for further details) in order to provide the radio frequencies needed to deliver communications services. We use and our expertise in network management to transmit signals for mobile services. Through the wholesale agreements with other operators, we provide broadband, voice and other services. Our IT estate provides our data centers, customer relationship capability, customer billing services and online resources.
Our information systems consist of the following systems: billing, point of sale, provisioning, customer care, data warehouse, fraud detection and prevention, financial and human resources.
REVENUE AND CALCULATIONS
The majority of our revenue comes from selling mobile voice, text and data. Mobile users pay in advance on a monthly,bi-annually or annually basis. Over 90% of our mobile customers are individual consumers and the rest are enterprise customers. A growing share of mobile revenue arises from monthly fees rather than metered access, which is much more vulnerable to competitive and economic pressures. Currently we have sold one hundred and fifty long-term (3 months +) contracts, mostly via closed subscription, which number gives us USD [***] net income. We expect two scenarios in regard to revenue in Q4 2018. Positive scenario mean that the number of contracts (subscribers) would reach one hundred and fifty thousand (150,000 +), and the average scenario to be 65,000 to 100,000 contracts by the end of 2018, while the satisfactory scenario would be 25,000 to 65,000. Preliminary calculations:
Considering that our current net income from a subscriber vary from 21 to 23% depending on overall traffic used;
given that we sell a contract for USD 199 per month; hence, USD 199 x ~22% x 3 months = USD 131,34.
Given that we successfully placed all the issued tokens, and that our dividend policy states that we are paying dividends in an amount of 35% of the net income, then:
• In case of satisfactory scenario:
starting with 25,000 subscribers:
USD 131,34 X 25,000 subscribers / 100 x 35% (dividend rate) = USD 1,149,225 –> USD 1,149,225 / TRQ 240,000,000 x 3,000 –> per TRQ 3000 or ETH 1 USD dividend shall be USD 14,50 per QUARTER or USD 57,50 per ANNUM and up to 65,000 subscribers:
USD 131,34 X 65,000 subscribers / 100 x 35% (dividend rate) = USD 2,987,985 –> USD 2,987,985 / TRQ 240,000,000 x 3,000 –> per TRQ 3000 or ETH 1 USD dividend shall be USD 37,30 per QUARTER or USD 149,50 per ANNUM
• In case of average scenario (100,000 subscribers):
USD 131,34 X 100,000 subscribers / 100 x 35% (dividend rate) = USD 4,596,900 –> USD 4,596,900 / TRQ 240,000,000 x 3,000 –> per TRQ 3000 or ETH 1 USD dividend shall be USD 57,50 per QUARTER or USD 229,85 per ANNUM
• In case of average scenario (150,000 subscribers):
USD 131,34 X 150,000 subscribers / 100 x 35% (dividend rate) = USD 6,895,350 –>
USD 6,895,350 / TRQ 240,000,000 x 3,000 –> per TRQ 3000 or ETH 1 USD dividend shall be USD 86,20 per QUARTER or USD 344,80 per ANNUM
WHERE THE INDUSTRY IS HEADING
According to Vodafone statements, which we do not doubt, the pace of change in the industry is expected to remain significant – the demand for data is accelerating, there is an ongoing shift towards mobile bundles, networks are improving, and the market environment is becoming more positive.
Growing importance of data, emerging markets and other new revenue areas Traditional revenue sources – mobile voice and texts – have reached maturity in a number of markets. Therefore, to deliver future growth opportunities, we are investing in newer revenue areas such as data. It is estimated that between 2014 and 2018 mobile data revenue will grow by 18%, compared to a 7% decline in voice revenue over the same period.
The demand for data will continue to be driven by rising smartphone and tablet penetration and usage, and improvements in mobile network capability. Already 95% of the world’s total traffic on mobile networks is data. The data services most used are video streaming and internet browsing which require high-speed networks. Therefore, operators are investing more in 4G in European markets and a combination of 4G and 3G in emerging markets to provide much faster data speeds.
Emerging markets have significant potential for customer and revenue growth driven by rising populations, strong economic growth, lower mobile penetration and a lack of alternative fixed-line infrastructure. By 2018 it is expected that there will be 1.5 billion new mobile users in emerging markets, taking their share of global users to 79%. Other new revenue streams are being pursued which extend the use of mobile beyond everyday communication.
These include money transfers and payments using a handset, and M2M services such as smart metering and the location monitoring of vehicles, through a SIM card embedded in the vehicle.
Standard 4G provides speeds of up to 150 Mbps, which is more than three times the highest 3G speeds. The next stage of 4G development is 4G+, which bonds together multiple spectrum blocks to provide typical peak speeds of up to 450 Mbps. The High-Definition voice is another new mobile technology which provides customers with crystal clear call quality.
The demand for mobile services continues to grow strongly. In the last three years the number of users increased by 20%. In 2011 global mobile penetration was only 87%, and by 2014 it had risen to 101%.
Most of the increase in users has been from emerging markets due to favorable growth drivers – young and expanding populations, faster economic growth, low but rising mobile penetration, and less fixed line infrastructure. The other key area of growth is data, which is being driven by increasing smartphone and tablet penetration, better mobile networks, and an increased choice of internet content and applications (‘apps’).
The mobile industry is highly competitive, with many alternative providers. In each country, there are typically at least three to four mobile network operators (‘MNOs’). Across Europe, there are more than 100 MNOs. In addition, there can be numerous mobile virtual network operators (‘MVNOs’) – suppliers that rent capacity from mobile operators to sell on to their customers. There is also competition from other communication providers using internet-based rather than cellular services such as WiFi calling or instant messaging
As a result of competition, we have encountered and may in the future encounter further market pressures to Nincrease advertising and promotional spending; reduce our prices; restructure our service packages to offer more value; respond to particular short-term, market-specific situations – for instance, special introductory pricing; or increase our capital investment in service quality; or introduce new service offerings that are less profitable.
In an environment of intense competition and significant regulatory pressures, the average global price per minute of a mobile call has fallen by over a third in the last three years global mobile revenue remains on a positive trend and expanded by 9% over the same period. See the CTIA chart below for the reference of current trends: the growth of wireless traffic is trending, so are the calls.
RISKS RELATED TO OUR BUSINESS
• Our business depends on a uniqueness of features implied, and if we are not able to maintain and enhance them we may be unable to sell our products, which would adversely affect our business.
Our values are integral to the growth of our business, and to the implementation of our strategies for expanding our business. We believe that the brand image we are developing contributes a lot to the success of our business and is critical to maintaining and expanding our customer base.
Maintaining and enhancing our brand may require us to make substantial investments in areas such as product design, operations, marketing, e-commerce, community relations and employee training, and these investments may not be successful.
We anticipate that, as our business expands into new markets and new product categories and as the market becomes increasingly competitive, maintaining and enhancing our brand may become difficult and expensive. Conversely, as we penetrate these new markets and our brand becomes more widely available, it could potentially detract from the appeal stemming from the scarcity of our brand. Our brand may also be adversely affected if our public image or reputation is tarnished by negative publicity.
A key element of our growth strategy is an expansion of our product offerings into new markets. As we expand into new geographic markets, consumers in these new markets may be less compelled by our offerings of the product and may not be willing to pay a higher price to purchase our premium functional products as compared to traditional local ones.
• Because our business is highly concentrated on a single product category, unlimited secure phone calls and internet, we are vulnerable to changes in consumer preferences that could harm our sales, profitability and financial condition.
Our business is not currently diversified and consists primarily of just one product, namely Unlimited world-wide secure phone calls and internet. Consumer preferences often change rapidly. Therefore, our business is substantially dependent on our ability to attract customers who are willing to pay a premium for our product.
In addition, we believe that continued increases in sales of premium products in B2C telecom industry will largely depend on customers continuing to demand technical superiority from their luxury products. If the number of customers demanding premium outerwear does not continue to increase, or if our customers are not convinced that our premium product is more functional or stylish than other outerwear alternatives, we may not achieve the level of sales necessary to support new growth platforms and our ability to grow our business will be severely impaired.
• A downturn in the economy may affect customer purchases of discretionary items, which could materially harm our sales, profitability and financial condition.
Many factors affect the level of consumer spending for discretionary items such as our premium product. These factors include general economic conditions, interest and tax rates, the availability of consumer credit, disposable consumer income, unemployment and consumer confidence in future economic conditions. Consumer purchases of discretionary items, such as our premium product, tend to decline during recessionary periods when disposable income is lower. A downturn in the economy in markets in which we sell our products may materially harm our sales, profitability and financial condition.
• We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and adecrease in our revenue and profitability.
The market for outerwear is highly fragmented. We compete directly against the giants of telecom industry, like AT&T, Vodafone, Salt., T-Mobile, and others. Because of the fragmented nature of the marketplace, we also compete with virtual operators that use the facilities of the traditional ones. Many of our competitors have significant competitive advantages, including longer operating histories, larger and broader customer bases, more established relationships with a broader set of suppliers, greater brand recognition and greater financial, research and development, store development, marketing, distribution, and other resources than we do.
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