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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1999
/ / Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to ________
Commission file number _____________
TECHNOR INTERNATIONAL, INC.
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(Name of small business issuer in its charter)
NEVADA 52-2032380
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Sofielundsvagen 4, S-191 47, Sollentuna, Sweden
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(Address of principal executive offices) (Zip Code)
46-8-594 74900
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: NONe.
Securities registered under Section 12(g) of the Exchange Act:
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Name of Each Exchange
Title of Each Class on Which Registered
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Common stock, $.001 par value
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Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for past 90 days.
Yes / / No /X/
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /
State issuer's revenues for its most recent fiscal year: $ -0- for the
fiscal year ended June 30, 1999.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days: $50,864,428 as of
September 22, 1999. The aggregate market value was based upon the closing price
for the Common Stock, par value $.001 per share, as quoted by the Electronic
Bulletin Board of the NASDAQ for such date.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes / / No / /
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of September 22, 1999,
7,440,000 shares of Common Stock, par value $.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
NONE.
Transitional Small Business Disclosure Format (check one):
Yes / / No /X/
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ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Technor International, Inc. ("Technor" or the "Company")
promotes, markets, offers, sells, supports, assigns and distributes digital
cellular, or GSM (Global System for Mobile Communications, "GSM") technologies
for positioning and telematics in all territories outside of Africa, north of
the Sahara. Effective February 28, 1999, the Company acquired technology and
intellectual property rights from Novel Electronic Systems & Technologies
("Novel") for GSM positioning technology originally developed in South Africa.
The Company owns the technology, and has the right to use it worldwide, with the
exception of sub-Saharan Africa where such rights were acquired by Wasp SA (Pty)
Ltd., a South African corporation ("Wasp SA"). The Company is in the process of
changing its name to "CellPoint Inc."
From inception to May 26, 1998, the Company was developing its
business plan based on a December 1997 Agreement in Principle with Wasp
International (Pty) Ltd. ("Wasp"). On May 26, 1998, the Company entered into a
relationship, including a license agreement, with Wasp which developed and
refined the technology used within the GSM networks for positioning and
telematics. Pursuant to the license agreement, the Company was entitled to
market, support, distribute and sell GSM positioning and telematics technology
systems which enable users to determine the position of an object, or remotely
control objects equipped with the necessary hardware and software components
using the existing GSM cellular networks (the "License"). Technor also had the
right to receive further developments of this technology including enhancements
and new versions. As consideration for the license rights it received pursuant
to the License, the Company offered Wasp shares in Technor. In connection with
the License, Technor acquired a 25% ownership interest in Wasp, together with an
option to acquire the remaining 75% of the shares prior to June 30, 1999.
Effective February 28, 1999, Technor amended and restated its
existing arrangements with Wasp. Those arrangements, which were originally
implemented in 1998, have been superseded by this new transaction, which the
Company believes, provides stronger assurances of the Company's continued access
to the GSM technology. In the 1999 transaction: (i) Technor acquired from Novel
the intellectual property rights to the GSM technology for all territories
outside of sub-Saharan Africa, (ii) Technor purchased 100% of Wasp, the business
of which consists only of a development team and tools used in the development
of proprietary GSM positioning and telematics technologies, and (iii) Technor
acquired 10% of Wasp SA , which is the South African corporation with rights to
the GSM technology in sub-Saharan Africa. Wasp has subsequently been renamed as
CellPoint Systems S.A. (Pty) Ltd. ("CellPoint SA").
CellPoint Systems AB ("CellPoint"), a wholly-owned subsidiary
of Technor, focuses on the worldwide marketing, support, distribution and sales
of the Company's technologies for the GSM communication and positioning systems.
Technor's technology is marketed under the name, the "CellPoint System".
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The Company's technology enables users to determine the
position of a cellular telephone or object, or to control remotely objects
equipped with the necessary hardware and software components using the existing
GSM cellular networks. Objects would typically be assets such as motor vehicles
including cars, trucks, boats, construction machinery and other assets
possessing battery power. Telematics, or remote control of these objects, can
include power on/off, remote control of door locks, fuel injection, vehicle
lights and horn and could also include temperature monitoring of cargo, engine
rpm's and activation/deactivation of vehicle security systems. The primary
applications include fleet management and vehicle tracking for security,
including positioning and tracking for recovery in the event of theft.
The technology was originally commercialized by Wasp and
Matrix Vehicle Tracking (Pty) Ltd., a South African corporation ("Matrix"), and
has been in commercial use in South Africa for almost three years. There are
more than 20,000 commercial users of the technology in South Africa. The Company
has entered into a cooperation agreement with Matrix whereby Matrix will make
available to the Company its knowledge and know-how regarding GSM positioning
applications, strategies and service delivery. While the Company currently
anticipates that it will be able to implement commercial usage of the GSM
technology in Europe in the near future, there can be no assurance that the
Company will be successful in its efforts in such time period.
Positioning of cellular telephones is a relatively new
development of the technology. Applications include resource and fleet
management of mobile personnel and assets, location of a caller in the event of
emergency and location-based information services, on demand, for a cellular
phone user. In the resource and fleet management application, companies can view
and track their mobile service personnel over the Internet. Information services
can include location-sensitive traffic reports, weather, and concierge
information services ("E-411") such as the location of the nearest hotel,
restaurant or repair shop. Emergency applications could include locating persons
making emergency calls, roadside assistance in the event of vehicle breakdown or
location of a disabled or impaired person who may be lost or missing.
The Company was organized on February 28, 1997, as a Nevada
corporation, pursuant to the provisions of General Corporation Law of Nevada.
The principal business address and telephone numbers of the Company are
Sofielundsvagen 4, S-191 47, Sollentuna, Sweden, telephone +46 (0)8 5449-0000,
facsimile +46 (0)8 5449 0005. The Company maintains websites at
www.technorinc.com and www.cellpt.com.
RISK FACTORS
LIMITED HISTORY OF THE COMPANY. The Company has limited
operating history upon which an evaluation of the Company's prospects can be
made. While the Company has begun to generate revenues since June 1999, there
can be no assurances that the Company will generate sufficient revenues, to
fund its operations or that it will be profitable at such level of revenues.
The Company's prospects must be considered keeping in mind the risks,
expenses,
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and difficulties frequently encountered in the establishment of a new business
in an ever changing industry and the research, development, manufacture,
commercialization, distribution, and commercialization of technology,
procedures, and products and related technologies. There can be no assurance
that unanticipated technical or other problems will not occur which would result
in material delays in product commercialization or that the Company's efforts
will result in successful product commercialization. There can be no assurance
that the Company will be able to achieve profitable operations.
GOING CONCERN OPINION. The report of the Company's
independent accountants, BDO International AB on the Company's financial
statements for the fiscal year ended June 30, 1999 and 1998, includes a
statement that the Company is a development stage company, with no revenues,
and has sustained losses from operations since inception. The auditors have
stated that there is substantial doubt about the ability of the Company to
continue as a going concern. Investors in the Company's shares should review
carefully the report of BDO International AB. There can be no assurances that
the Company will be able to continue as a going concern.
SPECULATIVE INVESTMENT. The business objectives of the Company
must be considered speculative, and there is no assurance the Company will
satisfy those objectives. No assurance can be given that the stockholders of the
Company will realize a substantial return on their purchase of shares, or any
return whatsoever, or the stockholders of the Company will not lose their
investments in the Company completely.
LIQUIDITY. The Company will require additional funds to
implement its business strategies, including cash for (i) payment of
increased operating expenses; and (ii) further implementation of its business
strategies. Such additional capital may be raised through additional public
or private financings, as well as borrowings and other resources. To the
extent that additional capital is raised through the sale of equity or
equity-related securities, the issuance of such securities could result in
dilution to the Company's stockholders. No assurance can be given, however,
that the Company will have access to the capital markets in the future, or
that financing will be available on acceptable terms to satisfy the cash
requirements of the Company to implement its business strategies. The
inability of the Company to access the capital markets or obtain acceptable
financing could have a material adverse effect on the results of operations
and financial condition of the Company. If adequate funds are not available,
the Company may be required to curtail operations significantly or to obtain
funds through entering into arrangements with collaborative partners or
others that may require the Company to relinquish rights to certain of its
technologies or product candidates that the Company would not otherwise
relinquish. The Company's forecast of the period of time through which its
financial resources will be adequate to support its operations is a
forward-looking statement that involves risks and uncertainties, and actual
results could vary as a result of a number of factors, including those
described in these Risk Factors. The Company's immediate financial resources
are described in Item 6, Management's Discussion or Plan of Operation,
Liquidity and Capital Resources, Recent Events.
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RELIANCE ON MANAGEMENT. The Company is dependent on the
efforts and abilities of its senior management. The Company has employment
agreements with its executive officers: Albert van Urk, Lynn Duplessis, Peter
Henricsson and Hadar Cars. The key personnel are: Peter Henricsson - President
and Chairman of the Board of Technor and Technor's wholly-owned subsidiary
CellPoint Systems AB of Sweden and a director of CellPoint SA of South Africa;
Lynn Duplessis - Corporate Vice President of Technor and a director of Technor
and each of its subsidiaries; Hadar Cars, President of CellPoint Systems AB and
CellPoint Systems S.A. (Pty) Ltd.; Albert van Urk - Vice President of Technology
of CellPoint Systems AB and a director of Technor and each of its subsidiaries.
Mr. Henricsson and Ms. Duplessis are husband and wife. The loss of any of these
key employees could have a material adverse effect on the business and prospects
of the Company. The members of the Board of Directors of the Company believe
that all commercially reasonable efforts have been made to minimize the risks
attendant with the departure of any key personnel from the service of the
Company. There can be no assurance, however, that upon the departure of any key
personnel from the service of the Company that replacement personnel will cause
the Company to operate profitably. The Company has no key man life insurance
with respect to any of its executive employees.
LOSS ON DISSOLUTION OF THE COMPANY. In the event of
dissolution of the Company, the proceeds realized from the liquidation of the
Company's assets, if any, will be distributed to the stockholders of the Company
only after satisfaction of claims of the Company's creditors. The ability of a
stockholder to recover all or any portion of an investment in capital stock of
the Company will depend on the amount of funds realized and the claims to be
satisfied therefrom.
SUPPLY OF HARDWARE. The Company owns the technology for the
CellPoint System but does not, at this time, manufacture the GSM terminals,
SIM cards, or any cellular telephone equipment. The Company has purchased
quantities of the GSM computer terminals from Wasp SA. The Company is not
required to buy terminals or other equipment from Wasp SA and can contract to
have the terminals manufactured by another supplier. Inasmuch as the capacity
for certain services and components by Wasp SA may be limited, as the
Company's business grows, the inability of the Company, for economic or other
reasons, to obtain commercial quantities of such computer terminals from Wasp
SA could have a material adverse effect on the Company. There can be no
assurance that the alternate source of terminals and other equipment will be
available in commercial quantities or on reasonable terms, and the lack of
any such alternate source could have a material adverse effect on the Company.
COMMERCIALIZATION NOT YET ACHIEVED. The Company is currently
implementing commercial operations of the CellPoint System. There can be no
assurance that the CellPoint System will achieve a significant degree of market
acceptance, and that acceptance, if achieved, will be sustained for any
significant period or that product life cycles will be sufficient (or substitute
products developed) to permit the Company to recover start-up and other
associated costs. Failure of the CellPoint System to achieve or sustain market
acceptance could have a material adverse effect on the business, financial
conditions, and results of operations of the Company.
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ABILITY OF THE COMPANY TO IMPLEMENT ITS BUSINESS STRATEGY.
Although the Company intends to pursue a strategy of aggressive product
marketing and distribution, implementation of this strategy will depend in large
part on its ability to (i) establish a significant customer base and maintain
favorable relationships with those customers; (ii) effectively introduce
acceptable products to its customers; (iii) obtain adequate financing on
favorable terms to fund its business strategy; (iv) maintain appropriate
procedures, policies, and systems; (v) hire, train, and retain skilled
employees; and (vi) continue to operate in the face of increasing competition.
The inability of the Company to obtain or maintain any or all of these factors
could impair its ability to successfully implement its business strategy, which
could have a material adverse effect on the results of operations and financial
condition of the Company.
TECHNOLOGICAL FACTORS. The market for the CellPoint System and
cellular telecommunications products is characterized by rapidly changing
technology which could result in product obsolescence or short product life
cycles. Similarly, the industry is characterized by continuous development and
introduction of new products and technology to replace outdated products and
technology. There can be no assurance that competitors will not develop
technologies or products that render the CellPoint System obsolete or less
marketable. The Company may be required to satisfy evolving industry or customer
requirements, which could require the expenditure of significant funds and
resources, and the Company does not have a source or commitment for any such
funds and resources.
INTENSE COMPETITION. The telecommunication and cellular
telephone industries continue to undergo rapid change, and competition is
intense and is expected to increase. The Company is aware that other companies
and businesses market, promote and develop technologies and products which could
be competitive with the CellPoint System. There may exist other technologies and
products that are functionally equivalent or similar to the CellPoint System.
The Company expects that companies or businesses which may have developed or are
developing such technologies and products, as well as other companies and
businesses which have the expertise which could encourage them to develop and
market competitive products and technology, may attempt to develop technology
and products directly competitive with the CellPoint System. Many of these
competitors have greater financial and other resources than the Company.
There can be no assurance that competitors have not or will
not succeed in developing technologies and products that are more effective than
any which the Company is developing or which would render the CellPoint System
obsolete and noncompetitive. Many of the competitors of the Company have
substantially greater experience, financial resources and marketing capabilities
than the Company.
RISK OF PRODUCT LIABILITY; POTENTIAL UNAVAILABILITY OF
INSURANCE. Novel is taking a very limited responsibility for consequential
damages and liabilities of the GSM technology acquired by the Company. To that
end, the Company will be responsible for product performance and liabilities of
itself, and possibly, its sublicensees. Novel does not warrant the technology
performance or functionality outside of South Africa and will assume no
liability for factors beyond its control in the event of non-performance of the
technology. The Company
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currently carries product liability insurance, with a $1.2 million limit,
which may not be sufficient to cover any product liability claims that may be
asserted. There can be no assurance that the Company will be able to obtain
or maintain product liability insurance on acceptable terms with sufficient
policy limits to cover potential liabilities. The Company faces a business
risk of exposure to product liability and other claims in the event that the
use of the CellPoint System is alleged to result in adverse effects. Such
risk exists even with respect to those products that are manufactured in
licensed and regulated facilities or that otherwise possess regulatory
approval for commercial sale. There can be no assurance that the Company will
avoid significant product liability exposure or that insurance coverage will
be available in the future on commercially reasonable terms, or at all, that
such insurance will be adequate to cover potential product liability claims,
or that a loss of insurance coverage or the assertion of a product liability
claim or claims would not materially adversely affect the Company's business,
financial condition and results of operations. While the Company has taken,
and will continue to take, what it believes are appropriate precautions,
there can be no assurance that it will avoid significant liability exposure.
An inability to obtain product liability insurance at acceptable cost or to
otherwise protect against potential product liability claims could prevent or
inhibit the marketing and distribution of the CellPoint System by the Company.
RISK OF PRODUCT RECALL, PRODUCT RETURNS. Product recalls may
be issued at the discretion of the Company or government agencies having
regulatory authority for product sales and may occur due to disputed labeling
claims, manufacturing issues, quality defects or other reasons. No assurance can
be given that product recalls will not occur in the future. Any product recall
could materially adversely affect the Company's business, financial condition or
results of operations. There can be no assurance that future recalls or returns
would not have a material adverse effect upon the Company's business, financial
condition and results of operations.
RISKS OF INTERNATIONAL SALES AND OPERATIONS. The Company
anticipates that a significant portion of the revenue from the sale of the
CellPoint System will be derived from customers located outside the United
States of America. Because certain customers of the Company will be located in
other countries, the Company anticipates that international sales will account
for a significant portion of its revenues. There can be no assurance that the
Company will be able to compete successfully in international markets or to
satisfy the service and support requirements of its customers. Additionally, the
Company's sales and operations could be subject to certain risks, including
tariffs, and other barriers, difficulties in staffing and managing foreign
subsidiary and branch operations, currency exchange risks and exchange controls,
potentially adverse tax consequences and the possibly of difficulty in accounts
receivable collection. There can be no assurance that any of these factors will
not have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company will sell the CellPoint System in currencies other
than the U.S. Dollar, which would make the management of currency fluctuations
difficult and expose the Company to risks in this regard. The Company's results
of operations are subject to fluctuations in the value of various currencies
against the U.S. dollar. Although management will monitor the Company's exposure
to currency fluctuations, there can be no assurance that exchange rate
fluctuations will not have a material adverse effect on the Company's results of
operations or financial condition.
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The products marketed and distributed by the Company may be
subject to foreign government standards and regulations that are continually
being amended. Although the Company will endeavor to satisfy foreign technical
and regulatory standards, there can be no assurance that the CellPoint System
will comply with government standards and regulations, or changes thereto, or
that it will be cost effective for the Company to redesign its products to
comply with such standards or regulations. The inability of the Company to
design or redesign products to comply with foreign standards could have a
material adverse effect on the Company's business, financial condition and
results of operations.
CONFLICTS OF INTEREST. The officers and directors of the
Company may engage in other activities. The persons serving as officers and
directors of the Company may have conflicts of interests in allocating time,
services, and functions between the other business ventures in which those
persons may be or become involved. Two of the directors of the Company,
Mr. Redford and Mr. van Urk, are also directors and shareholders of Wasp SA,
from whom the Company may purchase certain hardware for the implementation of
the CellPoint System. The Company is also a 10% shareholder of Wasp SA. The
Company believes that its equipment purchases from Wasp SA have been on terms
comparable to those available to unaffiliated third parties. See "Certain
Relationships and Related Transactions".
CONTROL BY EXISTING STOCKHOLDERS. Mr. Henricsson and
Ms. Duplessis, the founders of the Company, and Novel beneficially own a
majority of the issued and outstanding shares of the Company's Common Stock. Mr.
Henricsson and Ms. Duplessis are not shareholders of Novel. Because of such
ownership, these stockholders will effectively control the election of all
members of the Board of Directors of the Company and determine all corporate
actions. Stockholders are not entitled to accumulate their votes for the
election of directors or otherwise.
NO FORESEEABLE DIVIDENDS. The Company does not anticipate
paying dividends on its Common Stock in the foreseeable future; but, rather, the
Company plans to retain earnings, if any, for the operation and expansion of the
business of the Company.
YEAR 2000 ISSUES. Many computer systems experience problems
handling dates beyond the year 1999. Therefore, some computer hardware and
software will need to be modified prior to the year 2000 in order to remain
functional. The Company has undertaken a Year 2000 project to address the
Company's readiness and exposure to Year 2000 issues. The Company has assessed
its exposure to Year 2000 issues in terms of its products, internally used
operating systems, software, and other technology, and third party vendors and
suppliers.
While the Company believes that it has substantially
identified and resolved all potential Year 2000 problems with any of the
products that it develops and markets, it is not possible to determine with
complete certainty that all Year 2000 problems affecting the Company's products
have been identified or corrected because these products interact with other
third party vendor systems not under the Company's control. It should be noted
that the operation of office and facilities equipment, such as fax machines,
photocopiers, telephone systems, security systems, elevators, and other common
devices may be affected by the Year 2000 problem.
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The Company has identified major suppliers and other third
party vendors integral to the operations of the Company's business. The Company
will initiate communications with those suppliers and third party vendors to
assess their readiness to handle Year 2000 problems. However, the Company has no
control over and cannot predict the corrective actions of these third party
vendors and suppliers. The Company intends to arrange, to the extent available,
alternate supplier arrangements in the event that it considers a third party
vender to have material Year 2000 issues. While the Company expects that it will
be able to resolve any significant Year 2000 problems related to third party
products and services, there can be no assurance that it will be successful in
resolving any such problems. Any failure of these third party vendors and
suppliers to resolve Year 2000 problems with their systems in a timely manner
could have a material adverse effect on the Company's business, financial
condition, and results of operations.
The discussions of the Company's efforts relating to Year 2000
compliance are forward-looking statements. The Company's ability to achieve Year
2000 compliance and the associated level of incremental costs could be adversely
affected by, among other things, the availability and cost of programming and
testing resources, vendors' ability to modify proprietary software and other
unanticipated problems. The failure to correct a material Year 2000 problem
could result in an interruption of certain normal business activities or
operations. Such failures could materially affect the Company's results of
operations, liquidity and financial condition. Because of the general
uncertainty inherent in the Year 2000 problem, the Company is unable at this
time to determine those consequences.
PRODUCTS AND SERVICES
The Company markets, supports, distributes and sells GSM
positioning and telematics technology systems and applications which enable
users to determine the position of a cellular telephone or object, or to control
remotely objects equipped with the necessary hardware and software components
using the existing cellular networks. The Company, through its subsidiaries,
markets the technology under the name the "CellPoint System". Objects that are
typically assets for which the technology is useful include cars, trucks, boats,
construction machinery and other assets possessing battery power. Telematics, or
remote control of these objects, can include power on/off, remote control of
door locks, fuel injection, vehicle lights and horn, and could also include
temperature monitoring of cargo, engine RPM's and activation/deactivation of
vehicle security systems. The primary applications are fleet management and
vehicle tracking for security including positioning and tracking for recovery in
the event of theft.
Positioning of cellular telephones is a relatively new
development of the technology. Applications include resource and fleet
management of mobile personnel and assets, location of a caller in the event of
emergency and location-based information services, on demand, for a cellular
phone user. In the resource and fleet management application, companies can view
and track their mobile service personnel over the Internet. Information services
can include location-sensitive traffic reports, weather, and concierge
information services (E-411) such as the location of the nearest hotel,
restaurant or repair shop. Emergency applications could
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include locating persons making emergency calls, roadside assistance in the
event of vehicle breakdown or location of an elderly or mentally challenged
person who may be lost or missing.
The CellPoint System is a valuable tool for fleet owners,
i.e., shipping agencies, coach companies, taxi services, car rental agencies,
delivery firms, railroad companies, etc., who want to manage their vehicles and
assets more effectively. The communication and positioning system will help
fleet owners to optimize routes and allocate resources. The product can also be
used to monitor location, speed, rpm's, distance traveled, time at certain
locations, fuel tank content and consumption of fuel. While the Company believes
that the potential cost savings for fleet owners using the CellPoint System
are significant, the Company has had only limited direct experience in the
commercial use of these products.
Rental companies (e.g., of machinery, vehicles, equipment and
containers) can use the CellPoint System for surveillance and allocation
purposes. Additionally, they can use the remote control feature to shut off
ignition and fuel, lock doors, etc., in case the customer misuses the equipment
or does not return the vehicle. In case of theft, the vehicle can also be
located and recovered. If necessary, a special homing beacon can be activated
when a recovery team is close to a stolen vehicle to assist in the final
tracking of the vehicle to the exact spot. Matrix has used this method in
multi-level car parks and underground garages.
The hardware terminals used for these applications contain
a GSM cellular module. These terminals are built to be installed in vehicles
and withstand the harsh in-vehicle operating environment. Terminals have
input-output devices for telematics functions. One version of the terminal
also includes a global positioning module which is a satellite tracking
technology that complements the GSM tracking technology. The Company's
products also include proprietary software used in the positioning
calculations.
The CellPoint System's terminals can also be programmed to
activate by remote control when, for example, someone reports an item missing,
presses a distress button, or when a conventional alarm is triggered. The
CellPoint System can also be pre-programmed to indicate when a vehicle passes
certain limits, e.g., being driven on board of a ferry or passing a country
border. The remote configuration will allow the operator to position the asset,
lock doors, make the lights flash, shut off fuel injection, etc.
The Federal Communications Commission ("FCC") in the United
States adopted a ruling in June 1996 (Docket No. 94-102) that will require all
cellular telephone carriers to provide location information on all 911 calls. By
October 2001, carriers will be required to provide phone location information
within 125 meters of accuracy, 67% of the time. Management of the Company
believes that other countries will initiate such rulings in the future as well.
Even without such a ruling, many cellular carriers are interested in providing
value-added services incorporating cellular location such as the services
available with the CellPoint System. On December 24, 1998, the FCC amended its
ruling to consider terminal-based cellular positioning solutions in addition to
network-based solutions (CC Docket NO. 94-102, Waivers for Handset-Based
Approaches). The Company now believes that there are
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significant opportunities to implement its technology and commercial
applications in the United States, and intends to establish offices in North
America in calendar year 2000.
A wide assortment of standard cellular telephones support the
CellPoint technology today. The Company believes that 60% - 70% or more of the
GSM cellular phones sold in Europe this year will be compatible with the
CellPoint technology.
SYSTEM COMPONENTS
CellPoint's technology is based on both cellular telephones
and specially designed, compact GSM terminal units, which can easily be hidden
in a vehicle, boat, container or elsewhere. The cellular telephone can be
positioned in the same way as the purpose-designed terminals. The terminals
communicate with the network operator over the GSM network which makes it
possible to locate instantly the vehicle or asset through the existing GSM
network. The telephone, or the vehicle or asset's position, is displayed
graphically on a computerized map. Since the CellPoint System uses the existing
GSM network, cellular telephones, vehicles and other assets can be located
even if they are inside buildings, containers, urban canyons - places where
there is normally GSM coverage but not necessarily GPS satellite coverage.
GSM technology provides for the integration of voice and data,
allowing for a wide variety of new data services (without the use of a separate
modem). Using the existing GSM mobile networks, the CellPoint System
communication and positioning technology is the only commercially available
system in the world known to the Company that can determine the position of an
object using the unmodified GSM networks. The CellPoint System does not affect
the voice-carrying capacity of the cellular telephone system. It is less
expensive than circuit-switched and packet radio because it does not use the
cellular voice channel for transmission. Implementation costs are lower because
it does not require the extensive modification or build-out that packet and
private radio require. Access for the end-user is via the Internet, via data
connection or telephone.
The CellPoint System utilizes:
-- A standard GSM network
-- Proprietary server system, the CellPoint System, (hardware
and software) interacting with the GSM cellular network operator's
system, placed at the operator's site, at CellPoint's premises or third
party premises
-- A GSM cellular phone or a CellPoint GSM terminal unit
-- Client Software
-- The Internet
-10-
<PAGE>
The server consists of a number of computers that manage the
traffic between the GSM network and the client software. It is designed to
handle large quantities of messages used in complex applications. The CellPoint
System manages the communication processes, including routing of messages,
calculation of positions, database management and bi-directional message
confirmation. Remote billing features are also integrated.
Client software is developed for the customer's needs and can
be tailored to match most applications. Normally this software provides a
graphical interface to display positions or to control or update the terminal's
functions. Client software can be modified for single user environments over the
Internet or for a full control center with multiple workstations. Connection to
the CellPoint Server can be established through the Internet, dial-up or direct
connection or via GSM.
This microprocessor-controlled terminal contains a GSM
cellular module and has a number of inputs and outputs for customized uses.
It consists of a GSM transmitter and receiver, a computer circuit board and a
battery. The battery provides back up in case the regular power source is
disconnected. The antenna is very small and does not need to be mounted
visibly, in the open or at the exterior, so the units can be completely
concealed and hidden in the asset or vehicle. The Company also has a more
advanced version of the terminal, with a broader range of GSM functions and
additional Global Positioning System ("GPS") satellite capability, making it
more practical for extensive fleet management services.
BUSINESS STRATEGY AND COMMERCIAL APPLICATIONS
The Company's business strategy is to provide GSM positioning
services in target markets around the world. The Company must begin with
installing the CellPoint System at a GSM cellular network operator with the
necessary software. The network operator will then "offer" the CellPoint System
applications as part of a group of services offered to the end users of the
cellular network.
Revenues can be earned through (i) percentage or fixed price
participation in the revenue streams resulting from the new services offered by
that the network operator, (ii) sale of tiered licenses to network operators,
such as a fixed price for the first 50,000 users with increases for additions of
100,000, 500,000 and 1,000,000 users, (iii) usage revenues for service
providers, based on transaction volumes such as usage of 5 positions per second
scaled to hundreds of positions per second, (iv) sale of the CellPoint System to
strategic partners where partners are licensed to operate the technology in a
specified geographic area, and (v) advertising revenues for the internet web
application which is the application from which consumers and companies access
graphical positioning information of mobile telephones and terminals. To date,
the Company is engaged in marketing each type of these revenue opportunities.
The Company's first commercial agreement was signed in April
1999 with Tele2, a GSM network operator in Sweden, for positioning services for
GSM telephones. This is a significant contract in that it constitutes the first
use of the technology outside of South Africa. The Company will receive revenue
percentage participation based on a sliding scale, such that a
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<PAGE>
higher percentage is received for the first few thousand users, and that
percentage is reduced beyond higher volume users of the technology. Further, the
Company will receive minimum monthly payments regardless of the number of users.
Ongoing revenues will commence in October 1999 with Tele2's introduction of
commercial services where the Company participates in new revenues generated
from the technology and applications on an ongoing basis, both for start-up fees
and monthly fees, for as long as the technology and applications are used.
A second agreement was signed in July 1999 with France Telecom
Mobiles for technical and commercial evaluation in France. Further strategic
alliances are in place to co- market new services internationally, such as with
AU-System of Sweden for location-based information services for cellular
telephones and with Matrix for deploying vehicle tracking and fleet management
services with the Company's purpose-designed terminals. Additional strategic
alliances being sought include distribution and marketing channels to sell the
positioning and telematics services for GSM telephones and the proprietary
hardware terminals to end-users. End-users can include companies wishing to
track and protect their vehicle fleets for purposes of scheduling, dispatch,
security and theft recovery. End-user individuals could be the owner or a car
for purposes of location in the event of theft, for emergency SOS/E-911 services
or location- based information services.
In addition to location services, the CellPoint System also
supports telematics applications. An example of a standard telematics
application is to remotely blink the vehicle's rear lights when law enforcement
personnel close-in on the stolen vehicle. A control center, equipped with the
necessary CellPoint client software and mapping application, can track a stolen
vehicle and report on the vehicle's whereabouts. Law enforcement personnel can
verify that they have located the exact vehicle in question when executing the
remote control operation to blink the vehicle's rear lights. Today, there are
over 20,000 purpose-designed GT terminals installed in South Africa where the
technology has been in commercial operation for three years.
Recovery rates for stolen vehicles are greater than 90%.
The Company is in the process of negotiating additional
contracts with network operators. The completion and implementation of any one
of these contracts will be significant but there can be no assurance that such
contracts will be completed.
RESEARCH AND DEVELOPMENT
The Company has spent approximately $50,000 on research and
development activities in the current fiscal year, as compared to $325,000 spent
on research and development in the previous fiscal year. In a development
project for the development of an X.25 communications interface with SOS Alarm,
Sweden's emergency dispatch organization, the costs for the development were
shared between CellPoint Systems AB and SOS Alarm.
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<PAGE>
VALUE-ADDED MOBILE SERVICES
Operators of cellular phone networks have, in a short period
of time, commanded the global market for mobile voice communication using their
huge investments in the mobile networks, and the GSM operators are now moving to
expand their revenue base and prevent churning of customers by offering VAMS
(Value-Added Mobile Services). The companies demanding these new services are
the cellular operators around the world.
The CellPoint technology fits very well into these operator
demands. The CellPoint System and related applications offer the cellular
network operators the opportunity to increase significantly their subscriber
base, reduce churn and increase revenues by offering additional services,
without the necessity for a large capital investment. The Company is not aware
of any existing similar competing product commercially offered by any potential
competitors at the date hereof and currently believes that it has a timing
advantage before any competing system is ready for commercial introduction.
There can be no assurance, however, as to the effect on the Company's business,
of any competing system when such system becomes commercially feasible.
The CellPoint System technology does not require any
modification of the mobile operator's existing basestation hardware or
software, which means that these value-added services can be offered with very
low initial investments and be implemented very quickly. The technology
functions independently of the manufacturer of the infrastructure equipment or
the provider of the cellular service, and works across a broad range of cellular
handsets independent of manufacturer.
There can be no assurance that the CellPoint System will
achieve a significant degree of market share, and that such acceptance, if
achieved, will be sustained for any significant period or that life cycles of
that technology will be sufficient (or substitute products available) to permit
the Company to recover start-up and other associated costs.
COMPETITION
Although the Company believes that the CellPoint System is
unique, there can be no assurances that other companies will not introduce
similar or more advanced technologies. To date, there is no known product
installed in the market that either performs positioning using the unmodified
GSM network or has the extent of commercial experience in performing positioning
using the GSM network. Today, the CellPoint technology is in use in South Africa
where there are more than 20,000 users and the Company is currently implementing
it in Sweden and France.
The Company knows of some companies that are working in the
area of using the GSM networks for positioning. The Company is aware that its
potential competitors are concentrating on the development of network-based
systems, in contrast to the terminal-based solution implemented by the
Company. As far as the Company knows, no other company has commercially
implemented any terminal-based solution in the GSM world. The Company's
technology can be accessed merely by installing the CellPoint System server
in a cellular operator's network and registering the new users. By
comparison, a
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<PAGE>
network-based solution requires new hardware and software in the base stations,
which takes considerable time and results in a significant cost to the network
operator.
The main advantage of the network-based system is that once it
is installed, every phone can be positioned, while in the terminal-based system,
only the special terminals or the specific phones can be positioned. Only users
of the positioning services would then pay for the services. There are also
known privacy concerns associated with network-based services.
The main advantage of the terminal-based solution is that it
works today, while the network-based systems are only in the development or
testing phase. The CellPoint System can be implemented not only much faster than
the network-based systems but also at a fraction of the cost for the network
operator. Cellular operators have also identified the market for positioning
services now and likely may not want to wait until another system is available.
Ericsson announced its network-based Mobile Positioning Center
"MPC" System for positioning GSM telephones in November 1998. The MPC system has
started testing in a small area in Sweden but Ericsson has indicated it would
not be ready to deliver commercial services until the year 2001. Key
differentiators of the MPC technology is that it works in Ericsson-only networks
whereas the CellPoint technology is independent of GSM infrastructure supplier
(it can work with Ericsson, Motorola, Nokia, Siemens, Alcatel, etc.). It is also
understood that the MPC system is significantly more costly than the CellPoint
System as it is an overlay system which means the operator must install hardware
on every cellular tower/basestation in the network. This will take time and
money. The CellPoint System requires no modification to the GSM operator's
network as it is a terminal-based system rather than a network-based system. The
user can also determine if they want to be positioned or not by selecting an
option on their telephone.
Other companies using similar approach to Ericsson are True
Position in the USA and Cambridge Positioning Systems in the UK. They are also
overlay systems requiring special hardware add-ons in the GSM networks and it is
understood by management that they have no commercial installation base today.
To the Company's knowledge, there is no other technology that
is commercially deployed, or at a commercially-ready stage, nor does the Company
know of any other terminal- based solutions under development, except for some
planning by companies such as Snaptrack and SiRF to build GPS into hand-held
telephones.
In the United States, the FCC has outlined guidelines for
wireless E911 waivers for terminal-based approaches for the second phase of the
FCC's E911 requirements. In the original ruling (Docket No. 94-102), a cellular
caller's location must be identified within 125 meters 67% of the time. All
existing and new cellular telephones would have to have the capability to be
positioned by location technology by October 1 of Year 2001. In the new FCC rule
waivers, the FCC has stated its willingness to consider issues and benefits of
terminal-based technologies in its rulemaking due to possible advantages in cost
and accuracy for a cellular
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<PAGE>
service provider. This new ruling has made the Company's terminal-based
technology a viable option to the network operators in the United States .
The path chosen by the major companies who are competitors or
potential competitors of the Company - Ericsson, Motorola, Nokia, Alcatel, Sony,
Panasonic and Siemens may factor significantly in market share available to the
Company. These companies are eager and have more substantial resources than
those of the Company. There are possibilities for the CellPoint technology to
co-exist with other network-based solutions. In this example, a cellular
operator could use the cost-effective CellPoint technology in urban areas, where
the cellular basestations are most dense, and an Ericsson solution could be
implemented for rural areas where overall costs and service offerings for the
cellular operator would be optimized.
Even if companies commercialize competing systems, the Company
believes it is positioned to achieve a significant market share. The Company is
benefitting from increased interest in its technology as more information about
the value and potential of positioning technology becomes public.
EMPLOYEES
The Company and its subsidiaries have 32 full-time employees
and five part-time employees. The Company expects to expand its technical and
marketing resources by hiring 14 additional full-time staff in the next six
months. None of the Company's employees is represented by a labor union. The
Company considers its relations with its employees to be very good.
TRADEMARKS AND PATENTS
In January 1999, the Company applied for a trademark for The
CellPoint System and logo. The Company has not applied for any patents for the
CellPoint System.
The Company believes that the complexity involved in
developing this technology offers considerable protection against similar
developments. The technology has been under development for five years and is
continually being refined and improved.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company occupies completely furnished facilities
consisting of 3675 square feet of leased office space located at Sofielundsvagen
4, S-191 47 Sollentuna, Sweden. The Company occupies those facilities on a lease
basis and pays the equivalent of $3,900 per month rent for those facilities. The
facilities are leased until April 30, 2000 with an option to continue for an
additional three years. The leased property is covered by a comprehensive
insurance policy covering property, fire, theft, business interruption,
liability, legal and litigation. Management believes the staff could increase by
50% before needing to move into larger premises. The Company also occupies
completely furnished facilities consisting of 350 square feet of leased
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<PAGE>
office space located at Satraangsvagen 88, S-18237 Danderyd, Sweden. Technor
occupies those facilities on a month-to-month basis and pays the equivalent of
$350.00 per month rent for those facilities.
The Company's South African subsidiary in Johannesburg
occupies 4500 square feet of leased office space located at Ibhubezi House,
Howick Close, Waterfall Park, Midrand, South Africa. The Company occupies those
on a rent basis and pays the equivalent of $3,150 per month rent for those
facilities. The lease held by Wasp SA expires in May of 2002. The leased
property is covered by a comprehensive insurance policy covering fire, theft,
business interruption, public liability, electronic equipment, office contents,
and accident insurance for staff. Management believes the staff could increase
by 100% before needing to move into larger premises.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal actions pending against the Company or
either of its subsidiaries, nor are any such legal actions contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock commenced trading on the NASDAQ
Electronic Bulletin Board on January 7, 1998. The Company's fiscal year ends on
June 30 of each year. Set forth below are the high and low closing prices for
the Company's Common Stock for each fiscal quarter since January 7, 1998:
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<PAGE>
COMMON STOCK PRICES
<TABLE>
<CAPTION>
Fiscal Quarter High Low
<S> <C> <C>
3rd Qtr 98 3.625 1.25
4th Qtr 98 5.437 4.00
1st Qtr 99 4.80 2.50
2nd Qtr 99 6.375 2.75
3rd Qtr 99 5.375 2.94
4th Qtr 99 5.00 3.125
1st Qtr 00 15.875 4.75
(through
September 22, 1999)
</TABLE>
RECENT SALES OF UNREGISTERED SECURITIES
In March 1997, Technor sold 500,000 shares of its Common Stock
at US $0.20 per share pursuant to Rule 504 of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"). The Company received gross
proceeds of $100,000 from such offering. Three participants received shares as
fees for services with the shares valued at $1.25 per share. AktieNytt Nu AB
received 12,500 shares and KBTSKRF AB 17,500 shares as payment for services
invoiced to Technor. Axon IT (a technical consulting company) received 30,000
shares (valued at $1.25 per share) as payment for consulting services.
In February 1998, the Company sold 715,000 shares of its
Common Stock at US $1.25 per share, pursuant to Rule 504 of Regulation D under
the Securities Act. The Company received gross proceeds of $893,750 from such
offering.
In June 1998 the Company sold 775,000 shares of its Common
Stock at US $4.00 per share, pursuant to Regulation S under the Securities Act.
All such shares were sold to "non-U.S. Persons" as defined in Regulation S. The
Company received gross proceeds of $3,100,000 from the offering. The Company
paid a commission of 5% of the purchase price per share to Mats Jonnerhag, a
director of the Company, and Borsinsikt A.B., a company in which Mr. Jonnerhag
is a 66% stockholder. Mr. Jonnerhag and Borsinsikt placed a total of 260,000
shares, and together they received a total commission of US $52,000.
In August 1999, the Company completed a bridge financing
in which it issued $2,000,000 of promissory notes and 180,000 common stock
purchase warrants. The bridge notes bear interest at 12% per annum and mature
in August 2000. Of the warrants issued, 100,000 warrants have an exercise
price of $7.49 per share and 80,000 warrants have an exercise price of $8.04
per share. The bridge notes and warrants were sold pursuant to an exemption
from registration under Section 4(2) of the Securities Act and Rule 506 of
Regulation D thereunder.
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<PAGE>
SUMMARY OF ISSUANCE OF COMMON STOCK
<TABLE>
<CAPTION>
Number Share Amount
Date of Shares Price Received
---- --------- ----- --------
<S> <C> <C> <C>
February 1997 3,500,000 0.001 $ 3,500
March 1997 500,000 0.20 100,000
February 1998 715,000 1.25 893,750
June 1998 775,000 4.00 3,100,000
---------- ----------
Total shares sold 5,490,0009 $4,097,250
May 1998
Acquisition of 25% of
Wasp 1,950,000 4.00
February 1999
Acquisition of
Technology 2,450,000* 4.00
February 1999
Cooperation Agreement
With Matrix 250,000 4.00
----------
Total 8,190,000
</TABLE>
- ---------------
* Amended and Restated Option Agreement replaced May 1998 transactions, and
the 2,450,000 shares includes the 1,950,000 shares previously issued in May
1998 in connection with the acquisition of 25% of Wasp.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
GENERAL
Technor, and its subsidiaries, are development stage
companies. The Company has limited operating history upon which an evaluation of
the Company's prospects can be made. The Company's prospects must be considered
keeping in mind the risks, expenses, and difficulties frequently encountered in
the establishment of a new business in an ever changing industry and the
research, development, manufacture, distribution, and commercialization of
technology, procedures, and products and related technologies. There can be no
assurance that
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<PAGE>
unanticipated technical or other problems will not occur which would result in
material delays in product commercialization or that the efforts of the Company
will result in successful product commercialization. There can be no assurance
that the Company will be able to achieve profitable operations.
The report of the Company's independent accountants, BDO
International AB, on the Company's financial statements for the fiscal years
ended June 30, 1998 and 1999, include a statement that the Company is a
development stage company, with no revenues, which has sustained losses from
operations since inception. The auditors have stated that there is substantial
doubt about the ability of the Company to continue as a going concern. Investors
in the Company's shares should review carefully the report of BDO International
AB. There can be no assurances that the Company will be able to continue as a
going concern.
Except for historical information, the material contained in
this Management's Discussion and Analysis or Plan of Operation is
forward-looking. This discussion includes, in addition to historical
information, forward-looking statements, which involve risks and uncertainties.
The Company's actual results could differ materially from the results discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences are discussed below. These risks and uncertainties include the
rate of market development and acceptance of positioning technology, the
unpredictability of the Company's sales cycle, the limited revenues and
significant operating losses generated to date, and the possibility of
significant ongoing capital requirements. For the purposes of the safe harbor
protection for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995, readers are urged to review the list of certain
important factors set forth in "Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities Litigation Reform Act of 1995".
For purposes of the discussion contained herein, all
information is reported on a consolidated basis for Technor and its wholly owned
subsidiaries, CellPoint Systems AB and CellPoint Systems S.A. (Pty) Ltd.
BUSINESS STRATEGY
The Company's business strategy is to enable GSM positioning
services in target markets around the world. Enabling the technology begins with
installing the CellPoint System with a GSM Network Operator. Revenues can be
through the sale of a tiered license to use the technology (based on number of
customers and transaction rates) or through participation in new revenue streams
created as a result of the new services that the network operator can offer. The
technology supports GSM telephones as well as purpose-designed terminals for
in-vehicle use.
The Company's first commercial agreement was signed in April
with Tele2, a GSM network operator in Sweden for positioning services for GSM
telephones. A second agreement was signed in July 1999 with France Telecom
Mobiles for technical and commercial evaluation in France. Further strategic
alliances are in place to co-market new services
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<PAGE>
internationally, such as with AU-System for location-based information services
for telephones and with Matrix Vehicle Tracking (Pty) Ltd. for deploying vehicle
tracking and fleet management services with purpose-designed terminals.
Additional strategic alliances being sought include distribution and marketing
channels to sell the positioning and telematics services for GSM telephones and
proprietary hardware terminals to end-users. End-users can include companies
wishing to track and protect their vehicle fleets for purposes of scheduling,
dispatch, security and theft recovery. End-user individuals could be the owner
of a car for purposes of location in the event of theft, for emergency SOS/E-911
services or location-based information services.
In addition to location services, the technology also supports
telematics applications. A standard telematics application is to remotely blink
the vehicle's rear lights when law enforcement personnel close-in on the stolen
vehicle. A control center, equipped with the necessary CellPoint client software
and mapping application, can track a stolen vehicle and report on the vehicle's
whereabouts. Law enforcement personnel can verify that they have located the
exact vehicle in question when executing the remote control operation to blink
the vehicle's rear lights.
FISCAL YEAR ENDED JUNE 30, 1999
For fiscal 1999, the Company had no revenues from commercial
operations. The Company funded its operations out of proceeds from equity
offerings. For fiscal 1999, the Company incurred a net loss of $2,969,751.
The remaining $120,000 stock subscription outstanding at
June 30, 1998 was paid in November 1998 and in March 1999 such that at June 30,
1999, there was a zero balance.
The average cash outflow per month between July 1998 and June
1999 was approximately $154,000, consisting of salaries and personnel costs
(approximately $78,000), rent and other facilities (approximately $5,000),
marketing and selling expenses (approximately $19,500), professional services
(approximately $39,000), insurance $2,500, computers and equipment $10,000.
FISCAL YEAR ENDED JUNE 30, 1998
The Company commenced operations in February 1997. The Company
had no commercial revenues during fiscal 1998 and has relied solely upon
proceeds from the sale of its securities to fund its operations.
In March 1997, Technor sold 500,000 shares of its Common Stock
at US$0.20 per share pursuant to Rule 504 of Regulation D under the Securities
Act of 1933, as amended (the "Securities Act"). The Company received gross
proceeds of $100,000 from such offering. During the period from the commencement
of operations until June 1997, the end of the Company's first fiscal year, the
Company spent approximately $40,100. This amount was spent for general and
administrative purposes, including the costs of setting up offices.
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<PAGE>
For the Company's fiscal year ended June 30, 1998, the Company
did not have any revenues from commercial operations. In February 1998, the
Company sold 715,000 shares of its Common Stock at US$1.25 per share, pursuant
to Rule 504 of Regulation D under the Securities Act. The Company received gross
proceeds of $893,750 from such offering. In June 1998, the Company sold 775,000
shares of its Common Stock at US $4.00 per share, pursuant to Regulation S under
the Securities Act. All such shares were sold to "non-U.S. Persons" as defined
in Regulation S. The Company received gross proceeds of $3,100,000 from such
offering.
The Company incurred a loss of $812,571 for its 1998 fiscal
year. For that period, selling, general and administrative expenses were
$513,652, professional fees were $315,431, and depreciation expense was $6,725.
The Company also realized a net gain of $23,237 for financial items, consisting
mainly of exchange rate differences during the financing together with interest
on capital. Labor costs for fiscal 1998 were $196,300 as the Company grew from
two to seven employees. The Company purchased computer equipment for $110,000
and technology inventory for $80,000.
In fiscal 1998, the Company issued 1,950,000 shares of its
Common Stock to Wasp and its stockholders and paid the Wasp shareholders
$500,000 cash. This transaction has since been replaced by the Amended and
Restated Option Agreement.
LIQUIDITY AND CAPITAL RESOURCES
The Company will require additional capital by the end of
calendar 1999 to implement its business strategies, including cash for (i)
payment of increased operating expenses such as salaries for additional
employees; and (ii) further implementation of those business strategies. Such
additional capital may be raised through additional public or private financing,
as well as borrowings and other resources. To the extent that additional capital
is raised through the sale of equity or equity-related securities, the issuance
of such securities could result in dilution to the Company's stockholders. No
assurance can be given, however, that the Company will have access to the
capital markets in the future, or that financing will be available on acceptable
terms to satisfy the cash requirements of the Company to implement its business
strategies. The inability of the Company to access the capital markets or obtain
acceptable financing could have a material adverse effect on the results of
operations and financial conditions of the Company. The Company may be required
to raise substantial funds. If adequate funds are not available, the Company may
be required to curtail operations significantly or to obtain funds through
entering into arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies or
product candidates that the Company would not otherwise relinquish. Assuming no
revenues and slowly increased spending, the Company would need a cash injection
as early as the fourth calendar quarter of 1999 to sustain operations.
Management is expecting revenues from the Swedish operations to commence during
fiscal 2000, but there can be no assurance as to when such operations will
provide adequate cash to sustain the Company's operations. If the Company
decides to expand its business faster, or to geographic areas outside of Europe
during fiscal 2000, the Company will need to raise further capital.
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<PAGE>
The Company, through CellPoint Systems AB, entered into an
agreement in April 1999 to provide its technology and related services to a
GSM operator in Sweden, Tele2. Tele2 is scheduled to launch commercial
services in October 1999, and CellPoint will receive a percentage of the
revenue stream created through the new positioning technology services
offering. Those revenue streams are a percentage of fees that Tele2 will
collect and include a monthly minimum payment requirement.
In July 1999, the Company entered into an agreement with
France Telecom Mobiles to provide it's technology and related services in
France. Revenues will commence during this evaluation project and significant
revenue is expected by management upon completion of the evaluation project.
The Company has additional commercial business pending at the
time of writing. Significant revenue would be realized from the closing of these
business situations. The immediate revenue does not accommodate the Company's
current growth and expense projections and additional funding is being sought.
The current cash reserves are believed to be sufficient to cover the Company's
current operating costs into the second calendar quarter of 2000.
FISCAL YEAR ENDED JUNE 30, 1999
At June 30, 1999, the end of the fiscal year of 1999, the
Company had $236,193 in current assets. Cash and cash equivalents amounted of
$180,073. The decrease in cash and cash equivalents from June 30, 1998 is
attributable to ongoing operations of the Company.
During fiscal 1999, current assets decreased by $7,036,544
mostly as a result of the reclassification of the agreements with Wasp and
Novel during the period where a majority of current assets were reclassified
as long-term assets. This includes $5,400,000 relative to the exercise of the
option to purchase CellPoint Systems S.A. (Pty) Ltd. Current liabilities
decreased from $919,495 at June 30, 1998 to $595,643 at June 30, 1999.
The Company's stockholders' equity was $11,160,899 at June 30,
1999, including an accumulated deficit of $3,806,343.
FISCAL YEAR ENDED JUNE 30, 1998
At June 30, 1998, the Company had $7,272,737 in current
assets. Cash and cash equivalents amounted to $764,603. The Company also had
$2,346,667 in subscription receivable from its Regulation S offering, which
subscriptions of $2,226,667 were subsequently paid during the first fiscal
quarter of 1999. The Company also had indebtedness to an employee of $151,554,
and owed $250,000 to the shareholders of Wasp in connection with the acquisition
of the license from Wasp.
The Company's stockholders' equity was $10,713,334 at the end
of fiscal 1998, including an accumulated deficit of $836,592.
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<PAGE>
RECENT EVENTS
TECHNOLOGY ACQUISITION. Effective February 28, 1999,
Technor and Wasp International (Pty) Ltd. amended and restated their previous
agreements and the Company completed a new agreement for the acquisition of
the GSM Positioning Technology from Novel. This transaction resulted in
acquisition of the intellectual property rights to the technology from Novel.
In the 1999 transaction: (i) Technor acquired from Novel the intellectual
property rights to the GSM technology for all territories outside of
sub-Saharan Africa, (ii) Technor purchased 100% of Wasp, the business of
which consists only of a development team and tools used in the development
of proprietary GSM positioning and telematics technologies, and (iii) Technor
acquired 10% of Wasp SA, which is the South African corporation with rights
to the GSM technology in sub-Saharan Africa. Wasp has subsequently been
renamed as CellPoint Systems S.A. (Pty) Ltd. ("CellPoint SA"). CellPoint SA
consists of a technical development team and tools, which functions to
enhance the Company's ability to quickly deploy and enable the technology
worldwide.
COMMERCIAL AGREEMENTS. On April 23, 1999, the Company signed
an agreement with Tele2 in Sweden for implementation of services built on the
Company's CellPoint GSM positioning technology. The first services are targeted
for transport companies, service and sales organizations, with further services
on the way. Tele2 is scheduled to launch commercial operations in October 1999.
On July 28, 1999, the Company signed an agreement with France
Telecom Mobiles for an evaluation project of the Company's CellPoint GSM
positioning technology. The CellPoint System has been installed and undergoing
technical testing since April 1999. A commercial testing phase commenced in
September 1999.
ADDITIONAL FINANCING. On July 27, 1999, the Company signed two
letters of intent with Madison Securities, Inc. of Chicago Illinois for the
raising of additional capital through a bridge financing of $2,000,000 and a
private placement of up to $8,000,000 of equity. On August 31, 1999, the bridge
financing of $2,000,000 of 12% promissory notes was completed. In connection
with such bridge financing, the Company issued an aggregate of 180,000 common
stock purchase warrants; 100,000 of which have an exercise price of $7.49 per
share and 80,000 of which have an exercise of $8.04 per share. It is currently
anticipated that the private placement of equity will be completed before the
end of calendar 1999, and the proceeds of such financing will be used to
refinance the bridge notes. There can be no assurance that the private placement
will be completed in that time period. The Company believes these additional
funds will enable it to grow rapidly and expand its staff and resources.
YEAR 2000 ISSUES
The services of the CellPoint technology are based primarily
on technology developed by the South African company Wasp International (Pty)
Ltd. Wasp, the original developers of the technology, issued a Year 2000
compliance statement to the Company wherein it confirmed that all software and
hardware is millennium compliant.
The CellPoint services to be offered to Swedish customers
initially will be contingent upon the supply of communications services and
basestation data from the Swedish telecommunications operator Tele2. Tele2 has
issued a Year 2000 compliance statement to the Company wherein it is confirmed
that most of Tele2's systems are currently millennium
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<PAGE>
compliant. A limited number of Tele2's systems are not currently millennium
compliant, but these systems are scheduled to be millennium compliant by the end
of 1999. The Company has no reason to question the correctness of Tele2's
statement or the reasonability of Tele2's time schedule.
Any new supplier of vital goods and services to the Company
and subsidiaries will be requested to submit a millennium compliance statement
before the Company accepts the supplier as a supplier of goods and services to
the Company.
During recent years, there has been significant global
awareness raised regarding the potential disruption to business operations
worldwide resulting from the inability of current technology to process properly
the change from the year 1999 to 2000. The Company is aware of the potential
Year 2000 problem, and has undertaken a Year 2000 project to address the
Company's readiness and exposure to Year 2000 issues. The Year 2000 project
addresses the Company's products; internally used operating systems, software,
and other technology; and third party vendors and suppliers. Each of these areas
is discussed below.
The Company believes that it has substantially identified and
resolved all potential Year 2000 problems with any of the products that it
develops and markets. In order to confirm its belief, the Company has
implemented an ongoing program to test its products for Year 2000 issues. The
Company believes that if any Year 2000 issues are identified, the Company will
be able to correct the problem with a minimal cost or time investment. However,
management also believes that it is not possible to determine with complete
certainty that all Year 2000 problems affecting the Company's products have been
identified or corrected due to the fact that these products interact with other
third party vendor systems not under the Company's control (see below). In
addition, the Company's evaluation is based on a limited number of actual
customer installations.
The Company has conducted a process to identify all internally
used operating systems, software, and other technology that may be impacted by
the Year 2000 problem. This process is now substantially complete. For the
internally used operating systems, software, and technology the Company has
identified as material, the Company is assessing the Year 2000 exposure through
testing and vendor inquiry. Material operating systems, software, and other
technology deemed to be adversely affected by the Year 2000 problem will be
upgraded or replaced. The Company currently estimates the range of costs to
upgrade or replace systems it believes may be impacted by Y2K issues to be from
$50,000 to $150,000. In addition to operating systems, software, and other
technology, the operation of office and facilities equipment, such as fax
machines, photocopiers, telephone systems, security systems, elevators, and
other common devices may be affected by the Year 2000 problem.
The Company has identified major suppliers and other third
party vendors integral to the operations of the Company's business. The Company
will initiate communications with those suppliers and third party vendors to
assess their readiness to deal with Year 2000 problems. As part of the Year 2000
project, the Company will identify alternative providers of products and
services deemed material to the Company's operations. However, the Company has
no control
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<PAGE>
over and cannot predict the corrective actions of these third party vendors and
suppliers. The Company intends to arrange, to the extent available, alternate
supplier arrangements in the event a third party vender is materially impacted
by Y2K issues. While the Company expects that it will be able to resolve any
significant Year 2000 problems related to third party products and services,
there can be no assurance that it will be successful in resolving any such
problems. Any failure of these third party vendors and suppliers to resolve Year
2000 problems with their systems in a timely manner could have a material
adverse effect on the Company's business, financial condition, and results of
operations.
The discussions of the Company's efforts relating to Year 2000
compliance are forward-looking statements. The Company's ability to achieve Year
2000 compliance and the associated level of incremental costs could be adversely
impacted by, among other things, the availability and cost of programming and
testing resources, vendors' ability to modify proprietary software, and other
unanticipated problems. The failure to correct a material Year 2000 problem
could result in an interruption of certain normal business activities or
operations. Such failures could materially affect the Company's results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 problem, the Company is unable at this time to
determine those consequences. The Company believes that, with the completion of
the Year 2000 project as scheduled, the possibility of significant interruptions
of normal operations should be reduced or eliminated.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements for the Company's fiscal year ended
June 30, 1999 are attached to this Annual Report commencing at page F-1.
TECHNOR INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
FOR THE FISCAL YEARS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<S> <C>
Report of Independent Accountants...............................................................................F-2
Consolidated Balance Sheets as of June 30, 1999 and 1998........................................................F-3
Consolidated Statements of Operations for the fiscal years ended June 30, 1999
and 1998 and for the period from February 28, 1997 (Inception) through June 30, 1999.....................F-5
Consolidated Statements of Stockholders' Equity for the fiscal years ended June 30, 1999
1998 and for the period from February 28, 1997 (Inception) through June 30, 1999.........................F-6
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 1999
and 1998 and for the period from February 28, 1997 (Inception) through
June 30, 1999............................................................................................F-7
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<S> <C>
Notes to the Consolidated Financial
Statements......................................................................................................F-8
</TABLE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
From the Company's inception through the fall of 1997, the
Company's auditors were Kelly & Company, of Newport Beach, California. By mutual
agreement, the Company and Kelly & Company terminated their professional
relationship in fall of 1997. The report of Kelly & Company on the Company's
financial statements from inception (February 1997) through June 30, 1997
included a statement that the Company was a development stage Company, with no
revenues, which has sustained losses from operations since inception. Kelly &
Company stated that there was substantial doubt about the Company's ability to
continue as a going concern. The Company did not disagree with such statements
at that time. The decision to terminate the Company's professional relationship
with Kelly & Co. was approved by the Board of Directors of the Company.
The Company's auditors from the fall of 1997 through January
27, 1999 were Ohrlings Coopers & Lybrand of Sweden. By mutual agreement, the
Company and Ohrlings Coopers & Lybrand terminated their professional
relationship in January 1999. Such decision was approved by the Board of
Directors of the Company. The report of Ohrlings Coopers & Lybrand on the
Company's financial statements for the fiscal year ended June 30, 1998 included
a statement that the Company was a development stage company, with no
revenues, which has sustained losses from operations since inception. Ohrlings
Coopers & Lybrand stated that there
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<PAGE>
was substantial doubt about the ability of the Company to continue as a going
concern. See "Description of Business -- Risk Factors." The Company did not
disagree with such statements at that time.
As of January 1999, the Company's auditors are BDO
International AB of Stockholm, Sweden. BDO International AB has audited the
Company's financial statements for the fiscal years ended June 30, 1999 and June
30, 1998. The report of BDO International AB includes a statement that there is
substantial doubt about the ability of the Company to continue as a going
concern. The Company does not disagree with such statement.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
HADAR CARS, 35, recently joined the Company as Managing
Director of CellPoint Systems. He has 10 years experience in international
telecommunications marketing, sales and general management within the Ericsson
Group. He has conducted business globally (in Europe, Asia and Latin America)
mainly in the cellular systems business area, and also headed up the fixed
network department of Ericsson in Japan. His latest assignment at Ericsson was
to establish the department for UMTS (third generation wireless system --
successor of GSM) marketing and sales towards new "Greenfield" operators. His
knowledge of the industry combined with his business experience, sales skills
and drive have translated in to major new business for Ericsson. He is a strong
team-leader with the ability to inspire people from different cultural and
ethnic backgrounds to work together to achieve common goals.
Mr. Cars also has experience as an investment analyst with a
private equity house in Stockholm. He holds a Master of Science in Mechanical
Engineering from the Royal Institute of Technology in Sweden and a Master of
Business Administration from INSEAD in France.
LYNN DUPLESSIS, 39, has been Corporate Vice President and
Secretary, Treasurer and director of the Company since its formation. She has 18
years of experience in the information technology field. Ms. Duplessis has been
employed by Minerva Technology Inc, Vancouver, British Columbia, (1996),
director of industry solutions with The Capstan Group, Vancouver, British
Columbia, (1992-1993), and was employed in marketing, management and systems
engineering by IBM Canada Ltd., Vancouver, British Columbia and Toronto,
Ontario, Canada (1981-1992). She is also a director of CellPoint SA, a
wholly-owned subsidiary of the Company, and a director of CellPoint Systems AB.
Ms. Duplessis is married to Peter Henricsson, a director and the President of
the Company.
PETER HENRICSSON, 47, has been President, Chief Executive
Officer, and director of the Company since its formation. He has over 20 years
of experience in executive management, international marketing, venture capital,
consulting and financing, with both multinational corporations and emerging
companies. Mr. Henricsson has been President of Iform Sverige AB
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of Sweden, (1996-1997), owner of HIM Inc. (Henricsson International Marketing),
Vancouver, British Columbia, (1991-1996), senior vice president with Allied
Environmental, Vancouver, British Columbia, (1986-1991), and manager at Atlas
Copco MCT AB, Stockholm, Sweden, Hong Kong and Indonesia (1980-1986). He is also
a director of CellPoint SA, a wholly-owned subsidiary of the Company, and
Chairman of the Board and a director of CellPoint Systems AB. Mr. Henricsson is
married to Lynn Duplessis, a director and Secretary and Treasurer of the
Company.
MATS JONNERHAG, 45, was recently elected director of the
Company. Mr. Jonnerhag is the founder and majority owner of Borsinsikt AB. He
founded Borsinsikt in 1982 and has more than 20 years of experience with the
Swedish stock market. Borsinsikt publishes a weekly stock market newsletter.
Subsidiary operations include Borsinsikt Broker, which is a brokerage company,
and Borsinsikt BorsData AB, which markets analysis software developed in-house
and other research products.
BENGT NORDSTROM, 42, was the Chief Technology Officer and
Executive Director of SmarTone Telecommunications Ltd., a cellular network
operator in Hong Kong, until January 1999. He is now the President and Senior
Partner of Northstream AB of Sweden, a GSM consulting company specializing in
data over GSM. Mr. Nordstrom is a member of the Executive Committee of the GSM
MoU association which represents the interests of 369 GSM and satellite network
operators around the world. He was with SmarTone from 1993 to 1998, and was
previously with Comviq GSM AB from 1989 - 1993 and with Ericsson Telecom AB from
1983 - 1989.
GUY REDFORD, 45, has been a director of the Company since
June 1998. He is co-founder of Wasp International (Pty) Ltd. of South Africa.
He was Managing Director of Wasp since 1993 and was the Managing Director of
CellPoint Systems AB of Sweden until June 23, 1999. He is also a director of
CellPoint Systems AB and CellPoint SA, wholly-owned subsidiaries of the
Company. Wasp developed the CellPoint GSM positioning technology and
specialized in wireless application technology products. The Wasp company was
acquired by Technor in May, 1999 along with a staff possessing core skills
and expertise in GSM communication, electronic design and development and
interactive communication technologies.
ALBERT VAN URK, 32, is co-founder of Wasp International
(Pty) Ltd. of South Africa and is a Director of Technor International Inc.
and a director and Vice President of Technology for CellPoint Systems AB. He
is also a director of CellPoint Systems AB and CellPoint SA, wholly-owned
subsidiaries of the Company. He had been the Director of Research and
Development of Wasp International from 1993 to 1999. He led the development
of the CellPoint GSM positioning technology and is responsible for all
research and development activities for all aspects of the GSM technology. He
continues to be the leader in directing enhancements and further development
of the technology.
KJELL WALLMAN, 66, had been a partner with Mannheimer
Swartling Advokatbyra since 1990 and retired in January 1999. He continues to
consult to Mannheimer on corporate law matters. He was also a partner with Carl
Swartling Advokatbyra from 1974-1990, and a partner
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with Weltter & Swartling Advokatbyra from 1968-1974. He is also a member of the
Board in a number of other Swedish companies.
BJORN WALTRE, 53, is the Chief Financial Officer for Technor
International Inc. Until 1999 he was partner and senior consultant with the
Management Consulting firm Nordic Adviser Group with activities in Sweden,
Finland and the Baltics. He was previously Director of Finance and
Administration with companies such as with Pleiad Real Estate, Stockholm, with
real estate assets in eight countries in Europe as well as with Nordic
Investment Bank in Helsinki and Swedish Match in Nyon, Switzerland.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, executive officers and persons who own
beneficially more than ten percent of the Company's outstanding Common Stock
to file with the SEC initial reports of beneficial ownership and reports of
changes in beneficial ownership of Common Stock and other securities of the
Company on Forms 3, 4 and 5, and to furnish the Company with copies of all
such forms they file. The Company's directors and officers inadvertently filed
their Initial Statements of Beneficial Ownership of Securities on Form 3 more
than ten days after the Company first became subject to the reporting
requirements of the Securities Exchange Act of 1934.
ITEM 10. EXECUTIVE COMPENSATION.
The following table shows compensation for services rendered
to the Company during the fiscal years ended June 30, 1999, 1998 and 1997,
respectively, by the Chief Executive Officer. Each executive officer serves
under the authority of the Board of Directors. No other executive officer of the
Company received cash compensation that exceeded $100,000 during the fiscal
years ended June 30, 1999, 1998 and 1997. Therefore, pursuant to Item 402 of
Regulation S-B, only compensation for the Chief Executive Officer is included in
the table. Directors who are also employees of the Company receive no extra
compensation for their service on the Board of Directors of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
- ------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
-----------------------------------------
Name and Fiscal Salary ($) Bonus Other Restricted Securities LTIP All Other
Principal Year ($) Annual Stock Underlying Payouts Compen-
Position Compen- Award(s) Options/ ($) sation
sation ($) SARs(1) ($)
($) (#)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Henricsson, 1999 $71,000 -0- -0- -0- -0- -0- -0-
President and CEO 1998 $35,500 -0- -0- -0- 75,000/0 -0- -0-
1997 -0- -0- -0- -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company has no set bonus policy. Bonuses may be awarded by the independent
directors of the Board. There is no bonus plan currently under discussion or in
place with the Company. The board has established a salary review committee
consisting of two independent directors and the Chairman of the board, plus an
alternate director where the Chairman's compensation is concerned. This salary
review committee will review salaries for all staff. The directors of the
company do not receive salaries for being directors but do have options in the
Company.
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The Company's capital structure consists of 22,000,000 authorized
shares of Common Stock, of which 7,440,000 shares were issued and outstanding as
of September 10, 1999 and 3,000,000 shares of Preferred Stock, none of which is
outstanding. The Company has an obligation to issue an additional 750,000 shares
of Common Stock pursuant to it agreement with Novel Electronic Systems &
Technologies in connection with the acquisition of the CellPoint technology and
Matrix Vehicle Tracking (Pty) Ltd. in connection with a cooperation agreement.
The Company believes there are approximately 600 beneficial owners of its Common
Stock. Each share of Common Stock is entitled to one vote per share.
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of September 10, 1999, by
(i) each person who is known by the Company to own beneficially more than 5% of
the Company's outstanding Common Stock; (ii) each of the Company's officers and
directors; and (iii) all officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners and Shares of Common Stock Percent of Common Stock
Directors and Officers Beneficially Owned Beneficially Owned
---------------------- ---------------------- -----------------------
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
5% BENEFICIAL OWNERS
Novel Electronic Systems &
Technologies 1,950,000(a) 26.2%
c/o Bank Ippa & Associates
15 Boulevard de la Foire
L-1528 Luxembourg
- -----------------------------------------------------------------------------------------------------------------------
Novel Electronic Systems & 500,000(b) 5.8%
Technologies
5 Duke of Edinburgh Ave
Port Louis, Mauritius
DIRECTORS AND EXECUTIVE OFFICERS
Lynn Duplessis 2,150,000(c) 28.3%
Saatrangsvagen 88
S-182 37
Danderyd, Sweden
- -----------------------------------------------------------------------------------------------------------------------
Peter Henricsson 2,150,000(d) 28.3%
Saatrangsvagen 88
S-182 37
Danderyd, Sweden
- -----------------------------------------------------------------------------------------------------------------------
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<PAGE>
Name and Address of
Beneficial Owners and Shares of Common Stock Percent of Common Stock
Directors and Officers Beneficially Owned Beneficially Owned
---------------------- ---------------------- -----------------------
<S> <C> <C>
Mats Jonnerhag 25,390(e) *
Borslnsikt AB
Box 6044
S-192 06 Sollentuna
Sweden
- -----------------------------------------------------------------------------------------------------------------------
Bengt Nordstrom 35,000(f) *
Northstream AB
Sjoangsvagen 7
S-19172 Sollentuna
Sweden
- -----------------------------------------------------------------------------------------------------------------------
Guy Redford 75,000(g) *
P.O. Box 1995
Rivonia, 2128
South Africa
- -----------------------------------------------------------------------------------------------------------------------
Albert van Urk 75,000(h) *
20 Van Rooy Street
Potchefstroom
South Africa
- -----------------------------------------------------------------------------------------------------------------------
Kjell Wallman 35,000(i) *
Brahegatan 39
S-114 37 Stockholm
Sweden
- -----------------------------------------------------------------------------------------------------------------------
Hadar Cars 0(j) 0
Vitsippsvagen 3
122 36 Saltsjobaden
Sweden
- -----------------------------------------------------------------------------------------------------------------------
Bjorn Waltre 0(k) 0
Kassmans vag 8
S-182 38 Danderyd
Sweden
- -----------------------------------------------------------------------------------------------------------------------
Officers and Directors as a Group 2,395,390 30.6%
(9 persons)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(a) Nominee for Novel Electronics Systems & Technologies.
(b) The Company has an obligation to issue 500,000 shares pursuant to the
Company's agreement with Novel Electronic Systems & Technologies, in
connection with the Company's acquisition of the CellPoint technology.
Excludes 75,000 shares which the Company is obligated to issue to Novel
pursuant to the February 1999 agreements if, for the twenty trading days
immediately prior to September 30, 1999, the average trading price of the
Company's Common Stock is less than $16.00 per share.
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<PAGE>
(c) Includes: (1) options to acquire 75,000 shares, all of which are
currently exercisable, (2) 1,500,000 shares owned by Peter Henricsson,
Ms. Duplessis' husband, and (3) options to acquire 75,000 shares issued
to Mr. Henricsson, all of which are currently exercisable.
(d) Includes: (1) options to acquire 75,000 shares, all of which are
currently exercisable, (2) 500,000 shares owned by Lynn Duplessis, Mr.
Henricsson's wife; and (3) options to acquire 75,000 shares issued to
Ms. Duplessis, all of which are currently exercisable.
(e) Includes (1)16,500 shares held by BorsInsikt AB, of which Mr. Jonnerhag
is a 66% stockholder (owning 10,890 shares), and (2) options to acquire
25,000 shares of which 8,500 are currently exercisable.
(f) Mr. Nordstrom has options to acquire 50,000 shares, of which 35,000 are
currently exercisable.
(g) Mr. Redford has options to acquire 75,000 shares, all of which are
currently exercisable.
(h) Mr. van Urk has options to acquire 75,000 shares, all of which are
currently exercisable.
(i) Mr. Wallman has options to acquire 25,000 shares, all of which are
currently exercisable.
(j) Includes options to acquire 100,000 shares, none of which is currently
exercisable.
(k) Includes options to acquire 25,000 shares, none of which is currently
exercisable.
STOCK INCENTIVE PLAN
The Board of Directors of the Company has adopted a stock
incentive plan (the "Plan"). Pursuant to the provisions of the Plan, 1,000,000
shares of the Company's Common Stock are reserved for issuance upon exercise of
options. The Plan is designed to retain qualified and competent officers,
employees, and directors of the Company.
The Company's Board of Directors, or a committee thereof,
shall administer the Plan and is authorized, in its sole and absolute
discretion, to grant options thereunder to all eligible employees of the
Company, including officers and directors (whether or not employees) of the
Company. Options will be granted pursuant to the provisions of the Plan on such
terms and at such prices as determined by the Company's Board of Directors. The
exercise price will not be lower than the closing price on the date the options
are issued, or if such prices are not available, at the fair market value as
determined by the Board of Directors. Options granted under the Plan will be
exercisable after the period specified in the option agreement. Options granted
under the Plan will not be exercisable after the expiration of ten years from
the date of grant. The Plan will also authorize the Company to make loans to
optionees to enable them to exercise their options. At present, all 1,000,000
options available under the Plan have been granted, though none has been
exercised. The Company's Board of Directors has approved an increase in the
number of options available to be granted under the Plan in order to be able to
attract qualified personnel; such increase in the number of available shares is
subject to the approval of the Company's stockholders at the next annual meeting
of stockholders.
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<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
Name Number of Securities Percent of Total Exercise or Expiration Date
Underlying Options/SARs Granted to Base Price
Options/SARs Employees in Fiscal Year ($/Sh)
(1) Granted
(#)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter Henricsson, 0/0(2) 0% --
President and Chief
Executive Officer
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) To date, the Company has issued no SARs.
(2) No options were granted to Mr. Henricsson in fiscal 1999; 75,000 options,
with an exercise price of $2.75 per share, were granted to Mr. Henricsson
in fiscal 1998. Of such options, 25,000 options became exercisable on
September 25, 1998, 25,000 options became exercisable on March 25, 1999,
and 25,000 options became exercisable on September 25, 1999.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Since the formation of the Company, Peter Henricsson and Lynn
Duplessis, directors and executive officers of the Company, have made
interest-free loans to the Company to fund its cash needs. During the fiscal
year ended June 30, 1997, Mr. Henricsson and Ms. Duplessis paid all of the
Company's operating expenses in the amount of $40,100. During the Company's
fiscal year ended June 30, 1998, they continued to finance Company operations,
by extending loans which ranged from a low of $40,000 to a maximum of $180,000
outstanding at any one time. A portion of these loans was also used to fund the
initial payment made to Wasp in connection with the License Agreement. At June
30, 1998, the outstanding amount of the indebtedness of the Company to Mr.
Henricsson and Ms. Duplessis was $150,000. The Company repays portions of these
loans as and when it has sufficient excess cash to do so. At no time, has
interest been charged on the outstanding loans. The above loans were repaid in
full in November 1998.
In addition, Henricsson and Duplessis have loaned the Company
an aggregate of $300,000 in June and July 1999. Interest of 5% will be charged
on the outstanding balance of this loan.
Upon the organization of the Company in 1997, Mr. Henricsson
and Ms. Duplessis invested $1,500 and $500, respectively, in consideration of
which, the Company issued to them 1,500,000 shares and 500,000 shares of Common
Stock, respectively. These investments were made when the Company had no assets
and no operations.
In connection with the Company's offering of Common Stock at
US $4.00 per share pursuant to Regulation S under the Securities Act, the
Company paid a commission of 5% of the purchase price per share to Mats
Jonnerhag, a director of the Company, and Borsinsikt
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<PAGE>
A.B., a company in which Jonnerhag is a 66% stockholder. Mr. Jonnerhag and
Borsinsikt placed a total of 260,000 shares, and together they received a total
commission of US$52,000.
Effective February 1999, the Company amended and restated
its agreements with Wasp International and Novel in connection with the
Company's acquisition of the CellPoint System technology. The Company had
issued, in May 1998, 1,950,000 shares of the Company's Common Stock as part
of the consideration for the license for the technology, and the option to
acquire the technology, originally granted to the Company in May
1998. Such shares were applied to the consideration payable to Novel for the
acquisition of the technology by the Company when such agreements were
amended and restated effective as of February 1999. In addition, as part of
the February 1999 agreements, the Company is obligated to issue to Novel an
additional 75,000 shares of Common Stock if, for the twenty trading days
immediately prior to September 30, 1999, the average trading price of the
Company's Common Stock is less than $16.00 per share. If the market value
of the foregoing 75,000 shares is less than $750,000 on December 31, 1999,
the Company is further obligated to pay to Novel an amount equal to the
difference between the market value of such shares and $750,000. See
Item 1, "Description of Business".
As part of the February 1999 transaction, the Company
acquired 10% of the outstanding equity of Wasp SA. Two of the directors of
the Company, Mr. Redford and Mr. van Urk, are also directors and shareholders
of Wasp SA. From time to time, the Company may purchase from Wasp SA certain
hardware for the implementation of the CellPoint System. To date, the amounts
paid to Wasp SA for such hardware have not been material. The Company
believes that its equipment purchases from Wasp SA have been and will
continue to be on terms comparable to those available to unaffiliated third
parties.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The documents required to be filed and as listed
on the Index to Exhibits below follow immediately after the signatures below.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
3.1 Articles of Incorporation*
3.2 By-Laws*
10.5 Stock Incentive Plan*
10.6 Agreement between Matrix Vehicle Tracking (Pty) Ltd. and
Technor International Inc., dated May 11, 1999 **
10.7 Amended and Restated Option Agreement, dated May 13, 1999*
10.8 Sale of Technology Agreement between Novel Electronic
Systems & Technologies and Technor International Inc., dated
May 13, 1999 **
10.9 Share Sale Agreement, dated May 13, 1999, between Gerrit van
Urk, Albert van Urk, Guy Redford and Technor International,
Inc.**
10.10 Memorandum of Understanding between AU-System and CellPoint
Systems AB, dated Feb. 17, 1999*
10.11 Limited Sale of Business, dated as of March 1, 1999, between
Wasp International (Pty) Limited and Wasp S.A. (Pty) Limited **
10.12 Project Agreement, dated April 23, 1999, between Tele2 and
CellPoint Systems AB **
-34-
<PAGE>
<CAPTION>
<S> <C>
10.13 Contract, dated August 1999, between France Telecom and
CellPoint Systems AB**
10.14 Employment Agreement, dated as of June 1, 1999, between Technor
International, Inc. and Peter Henricsson**
10.15 Employment Agreement, dated as of June 1, 1999, between Technor
International, Inc. and Lynn Duplessis**
10.16 Employment Agreement, dated as of August 1, 1999, between
CellPoint Systems AB and Hadar Cars**
10.17 Employment Agreement, dated as of July 31, 1998, between Wasp
International (Pty) Ltd. and Albert van Urk**
27 Financial Data Schedule
</TABLE>
- ----------------
* Incorporated by reference to the Company's filing on Form
10-SB, filed with the Securities and Exchange Commission on December 23, 1998.
** Incorporated by reference to the Company's filing on Form
10-SB/A-1, filed with the Securities and Exchange Commission on September 16,
1999.
(b) REPORTS ON FORM 8-K.
None.
-35-
<PAGE>
TECHNOR INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
FOR THE FISCAL YEARS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<S> <C>
Report of Independent Accountants...............................................................................F-2
Consolidated Balance Sheets as of June 30, 1999 and 1998........................................................F-3
Consolidated Statements of Operations for the fiscal years ended June 30, 1999 and 1998
and for the period from February 28, 1997 (Inception) through June 30, 1999 ..................................F-5
Consolidated Statements of Stockholders' Equity for the fiscal years ended June 30, 1999, 1998 and 1997 ........F-6
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 1999 and 1998
and for the period from February 28, 1997 (Inception) through June 30, 1999 ..................................F-7
Notes to the Consolidated Financial Statements..................................................................F-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Technor International, Inc.,
We have audited the accompanying consolidated balance sheet of Technor
International Inc. and subsidiaries, a development stage company ("the
Company"), as of June 30, 1999 and 1998 the related consolidated statements
of operations, stockholders' equity and cash flows for the years ended June
30, 1999 and 1998 and for the period from February 28, 1997 (Inception)
through June 30, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Technor
International, Inc. and subsidiaries as of June 30, 1999 and 1998, and the
results of its operations and its cash flows for the years ended June 30,
1999 and 1998 and for the period from February 28, 1997 (Inception) through
June 30, 1999 in conformity with U.S. generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
discussed in Note 2 to the consolidated financial statements, the Company is
a development stage company with no revenues and has sustained losses from
operations since inception. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ BDO International AB
BDO International AB
Sollentuna, Sweden
September 9, 1999
F-2
<PAGE>
TECHNOR INTERNATIONAL INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Amounts in USD)
<TABLE>
<CAPTION>
June 30, June 30,
1998 1999
-------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 764,603 $180,073
Stock subscriptions receivable 2,346,667 --
Option for shares in Wasp 4,050,000 --
Prepaid expenses 40,653 19,597
Other receivables 70,814 20,533
Other assets -- 15,990
--------- -------
TOTAL CURRENT ASSETS 7,272,737 236,193
--------- -------
Long-term assets:
Investment in affiliates 4,250,000 500,000
Purchased technology, net of amortization of $483,336 -- 9,666,664
Matrix franchising concept, net of amortization of $111,112 -- 888,888
Employment contracts, net of amortization of $68,333 -- 354,657
Furniture and equipment, net of depreciation of $6,860 and
$46,142 respectively 110,092 110,140
------------ -----------
TOTAL LONG-TERM ASSETS 4,360,092 11,520,349
------------ -----------
TOTAL ASSETS $ 11,632,829 $ 11,756,542
------------ ------------
------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F-3
<PAGE>
TECHNOR INTERNATIONAL INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Amounts in USD)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, June 30,
1998 1999
<S> <C> <C>
Current liabilities:
Accrued expenses and other current liabilities $270,901 $210,732
Accounts payable 247,040 39,518
Deferred revenue -- 58,690
Due to shareholders 250,000 150,000
Due to affiliate -- 123,799
Advances from employee 151,554 --
Other current liabilities -- 12,901
-------- -----------
TOTAL CURRENT LIABILITIES 919,495 595,640
-------- -----------
Stockholders' equity:
Preferred shares ($0.001 par value; 3,000,000 shares
authorized no shares issued)
Common shares ($0.001 par value; 22,000,000 shares
Authorized; 4,715,000 shares issued and 1,950,000 shares to
be issued as of June 30, 1998 and 7,440,000 shares issued
and 750,000 shares to be issued as of June 30, 1999) 6,665 8,190
Shares subscribed ($0.001 par value; 775,000 common shares) 775
Additional paid-in capital 11,662,123 14,961,373
Cumulative translation adjustment 363 (2,318)
Deficit accumulated (836,592) (3,806,343)
---------- -----------
10,833,334 11,160,902
Less: Subscriptions receivable (30,000 shares) (120,000) --
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 10,713,334 11,160,902
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,632,829 $11,756,542
----------- -----------
----------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F-4
<PAGE>
TECHNOR INTERNATIONAL INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in USD)
<TABLE>
<CAPTION>
YEAR YEAR PERIOD FROM
ENDED JUNE 30 ENDED JUNE 30 FEBRUARY 28, 1997 (INCEPTION)
1998 1999 THROUGH JUNE 30, 1999
<S> <C> <C> <C>
Revenue $ -- $ -- $ --
Cost of goods sold -- -- --
Gross profit -- --
Selling, general and administrative expenses (513,652) (1,637,240) (2,165,682)
Professional fees (315,431) (534,176) (859,136)
Depreciation and amortization (6,725) (702,063) (708,788)
-------- ----------- -----------
OPERATING LOSS (835,808) (2,873,479) (3,733,606)
FINANCIAL ITEMS, NET 23,237 (96,272) (72,737)
-------- ----------- -----------
NET LOSS BEFORE TAXES (812,571) (2,969,751) (3,806,343)
INCOME TAXES -- -- --
-------- ----------- -----------
Net loss $(812,571) $(2,969,751) $(3,806,343)
-------- ----------- -----------
Basic and diluted loss per share (0.18) (0.36)
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F-5
<PAGE>
TECHNOR INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended June 30, 1999, 1998 and 1997
<TABLE>
<CAPTION> COMMON SHARES
COMMON SHARES ISSUED TO BE ISSUED
----------------------- ----------------------------
Number of Amount Number of Amount
Shares Shares
<S> <C> <C> <C> <C>
Balance, February 28, 1997 (Inception) -- -- -- --
Comprehensive income (loss):
Net loss -- -- -- --
Other comprehensive income (loss):
Currency translation -- -- -- --
Comprehensive loss for fiscal year
April 1997 - Share subscription at par value -- -- 3,500,000 $3,500
June 1997 - Share subscription at $0.20 per share,
net of offering costs -- -- 500,000 500
--------- ------ ----------- -------
Balance, June 30, 1997 -- -- 4,000,000 4,000
--------- ------ ----------- -------
September 1997 - Shares issued 4,000,000 $4,000 (4,000,000) (4,000)
Comprehensive income (loss):
Net loss -- -- -- --
Other comprehensive income (loss):
Currency translation -- -- -- --
Comprehensive loss for fiscal year
January 1998 - Share subscription at $1.25 715,000 715 -- --
per share, net of offering costs
May 1998 - Shares in connection with Wasp transaction -- -- 1,950,000 1,950
June 1998 - Share subscription at $4.00 per share, net
of offering costs -- -- 775,000 775
Subscriptions receivable not yet paid -- -- -- --
--------- ------ ----------- -------
Balance, June 30, 1998 4,715,000 4,715 2,725,000 2,725
--------- ------ ----------- -------
1998 - Shares issued 2,725,000 2,725 (2,725,000) (2,725)
Comprehensive income (loss):
Net loss -- -- -- --
Other comprehensive income (loss):
Currency translation -- -- -- --
Comprehensive loss for fiscal year
Subscriptions paid -- -- -- --
Shares issued in connection with purchased technology -- -- 500,000 500
Shares issued in connection with marketing agreement -- -- 250,000 250
--------- ------ ----------- -------
Balance, June 30, 1999 7,440,000 $7,440 750,000 $ 750
--------- ------ ----------- -------
</TABLE>
<TABLE>
<CAPTION>
Additional Paid Deficit Subscriptions Accumulated Total
In Capital Accumulated Receivable Other
During the Comprehensive
Development Income (Loss)
Stage
<S> <C> <C> <C> <C> <C>
Balance, February 28, 1997 (Inception) -- -- -- -- --
Comprehensive income (loss):
Net loss -- $(24,021) -- -- $ (24,021)
Other comprehensive income (loss):
Currency translation -- -- -- --
-----------
Comprehensive loss for fiscal year (24,021)
-----------
April 1997 - Share subscription at par value -- -- -- -- 3,500
June 1997 - Share subscription at $0.20 per share,
net of offering costs $98,262 -- -- -- 98,762
----------- ----------- --------- ------- -----------
Balance, June 30, 1997 98,262 (24,021) -- -- 78,241
----------- ----------- --------- ------- -----------
September 1997 - Shares issued -- -- -- -- --
Comprehensive income (loss):
Net loss -- (812,571) -- -- $ (812,571)
Other comprehensive income (loss):
Currency translation -- -- -- 363 363
-----------
Comprehensive loss for fiscal year (812,208)
-----------
January 1998 - Share subscription at $1.25 855,535 -- -- -- 856,250
Per share, net of offering costs
May 1998 - Shares in connection with Wasp transaction 7,798,050 -- -- -- 7,800,000
June 1998 - Share subscription at $4.00 per share, net
of offering costs 2,910,276 -- -- -- 2,911,051
Subscriptions receivable not yet paid -- -- $(120,000) -- (120,000)
----------- ----------- --------- ------- -----------
Balance, June 30, 1998 11,662,123 (836,592) (120,000) 363 10,713,334
----------- ----------- --------- ------- -----------
1998 - Shares issued -- -- -- -- --
Comprehensive income (loss):
Net loss -- (2,969,751) -- -- $(2,969,751)
Other comprehensive income (loss):
Currency translation -- -- -- (2,681) (2,681)
-----------
Comprehensive loss for fiscal year (2,972,432)
-----------
Subscriptions paid -- -- 120,000 -- 120,000
Shares issued in connection with purchased technology 2,299,500 -- -- -- 2,300,000
Shares issued in connection with marketing agreement 999,750 -- -- -- 1,000,000
----------- ----------- --------- ------- -----------
Balance, June 30, 1999 $14,961,373 $(3,806,343) -- $(2,318) $11,160,902
----------- ----------- --------- ------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
F-6
<PAGE>
TECHNOR INTERNATIONAL INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
(Amounts in USD)
<TABLE>
<CAPTION>
Period from February 28,
Year ended Year ended 1997 (Inception) through
June 30, 1998 June 30, 1999 June 30, 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(812,571) $(2,969,751) $(3,806,343)
Depreciation & Amortization 6,725 702,063 708,788
Adjustments to reconcile net loss to cash used in
operating activities:
Other assets -- (15,990) (15,990)
(Increase) Decrease in prepaid expenses (29,077) 21,056 (19,597)
(Increase) Decrease in short term receivables (70,814) 50,281 (20,533)
Increase in accrued expenses and other current
liabilities 270,901 11,425 282,326
Increase (Decrease)in accounts payable 247,040 (207,522) 39,515
Increase (Decrease) in advance from employee 97,695 (151,554)
Increase in Due to affiliate -- 123,799 123,799
--------- --------- ------------
Net cash used in operating activities (290,101) (2,436,193) (2,708,035)
--------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology -- -- (50,000)
Purchase of shares in subsidiary and affiliate (250,000) (500,000) (950,000)
Purchase of fixed assets (99,993) (12,320) (139,323)
--------- ----------- ------------
Net cash used in investing activities (349,993) (512,320) 1,139,323
--------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (Payments) of stockholders' loans -- (100,000) 150,000
Net proceeds from issuance of shares 1,300,634 2,466,667 3,879,752
--------- ----------- ------------
Net cash provided by financing activities 1,300,634 2,366,667 4,029,752
--------- ----------- ------------
Effect of changes in exchange rates on cash 363 (2,684) (2,321)
--------- ----------- ------------
Net increase in cash and cash equivalents 660,903 584,530 180,073
Cash and cash equivalents, beginning of period 103,700 764,603 --
--------- ----------- ------------
Cash and cash equivalents, end of period $764,603 $180,073 180,073
--------- ----------- ------------
--------- ----------- ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS
F-7
<PAGE>
1. BUSINESS
Technor International Inc. a development stage company ("Technor"
or the "Company"), was incorporated in the state of Nevada on
February 28, 1997. Technor has purchased a GSM (Global System for
mobile communications) positioning system technology (the
"Technology") from a Novel Electronics Systems & Technologies which
can be used for a variety of positioning and telematics applications
including positioning standard mobile phones for resource management,
information, safety and security, locating vehicles, management of
security and alarm systems, surveillance of rented objects as well
as for remote control of industrial equipment.
Technor is marketing and further developing the positioning and
telematics applications of the CellPoint System. The CellPoint System
consists of three main parts: the mobile phone or terminal, the
positioning server and the positioning programs. The GSM network
facilitates the communication between the mobile phone or terminal
and the Cellpoint server system. The positioning server system
enables the use of the Internet or fixed lines as information
carriers.
On January 16, 1998 Technor formed a wholly-owned subsidiary in
Sweden, CellPoint Systems AB ("CellPoint"). CellPoint is Technor's
commercial arm focusing primarily on, but not limited to, Europe.
Effective February 28, 1999, Technor acquired 100% of Wasp
International (Pty) Ltd., a South African company ("Wasp") (see
note 3).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
financial statements of Technor and all its subsidiaries and have
been prepared in accordance with U.S. generally accepted accounting
principles and are presented in U.S.dollars. All material
inter-company transactions and balances have been eliminated.
DEVELOPMENT STAGE ACTIVITIES
The Company has not earned revenues from its activities through
June 30, 1999. As such, the Company is still in a development
stage and falls under the provisions of Statement of Financial
Accounting Standards ("SFAS") No 7, "Accounting and Reporting by
Development Stage Enterprises."
F-8
<PAGE>
GOING CONCERN AND MANAGEMENT'S PLANS
The Company has a limited operating history with no revenues. Through
June 30, 1999, the Company has accumulated a deficit of $3,806,343.
Management's efforts have focused on securing the Technology,
developing the CellPoint System and acquiring staff and facilities
for operations. As such, the company is subject to all the risks and
uncertainties associated with a new business. Management believes
they have a commercially feasible product and expects that the first
significant orders for its product will commence late in calendar
year 1999 and that the company will have a positive cash flow during
the second half of fiscal 2000. The success of the Company's future
operations is, however, dependent upon the Company's ability to
successfully market the product and to meet additional capital
requirements. If no revenues or further financing is received,
management believes that the existing capital is sufficient for
approximately 9-12 months after June 30 1999.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible
future effect on recoverability and classification of assets or the
classification of liabilities that might result from the outcome of
this uncertainty.
INVESTMENT IN AFFILIATE
The investment in an affiliate is recorded at the lower of cost or
net realizable value, as no significant influence is exercised over
the financial and operating decisions of that affiliate.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign units are translated at balance
sheet date rates to USD. Income statements are translated at the
average exchange rate for the period. Translation differences that
arise are recorded directly as a component of stockholders' equity.
Receivables and liabilities denominated in foreign currencies are
translated at balance sheet date rates. Unrealized exchange gains and
losses on translation are reported in the income statement.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all highly liquid investments with
original maturities of three months or less. The majority of the
Company's cash and cash equivalents reside with high quality Swedish
financial institutions. Therefore, the cash balances are not insured
by the U.S. Federal Deposit Insurance Corporation. The Company has
not experienced any loses in such accounts.
FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at acquisition cost less
accumulated depreciation. Depreciation is calculated using a
straight-line method over the estimated useful lives of the related
assets. Computer equipment is depreciated over 3 years and other
equipment over 5 years. Furniture and equipment acquired during the
year are depreciated from the date the assets are put to service.
Expenditures for normal maintenance and repairs are charged to
income. Significant improvements are capitalized.
F-9
<PAGE>
AMORTIZATION
Intangible assets are amortized on a straight-line basis over their
estimated lives, as follows: purchased technology seven years, the
marketing agreement, the term of the agreement, which is three years,
and employment contracts, the length of the employment contracts,
which is two years.
DEFERRED REVENUE
Deferred revenue represents pre-billing of contract fees pertaining
to future periods.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company periodically evaluates potential impairment of
long-lived assets based upon cash flows. A loss relating to an
impairment of assets occurs when the aggregate of the estimated
undiscounted future cash inflows to be generated by the Company's
assets groups (including any salvage values) are less than the
related assets' carrying value. Impairment is measured based on the
difference between the higher of the fair value of the assets or
present value of the discounted expected future cash flows and the
assets' carrying value. No impairment was recorded in 1999 or 1998.
INCOME TAXES
The Company utilizes the asset and liability method to account for
income taxes whereby deferred tax assets and liabilities are
recognized to reflect the future tax consequences attributable to
temporary differences between the financial reporting basis of
existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to be recovered and settled. The effect of a change in
tax rates on deferred tax assets and liabilities is recognized in the
period in which the change is enacted.
EARNINGS PER SHARE
The Company calculated its earnings per share pursuant to SFAS
No. 128, "Earnings per Share", which requires the presentation of
both basic and fully diluted earnings per share (EPS). Assumed
exercise of options has not been included in the calculation of
diluted EPS since the effect would be anti-dilutive. Accordingly,
basic and diluted net loss per share do not differ for any period
presented. EPS is computed based on the loss to common
stockholders and the weighted average number of shares
outstanding. The weighted average number of shares outstanding
were 4,460,417 and 7,440,000 as of June 30, 1998 and 1999,
respectively.
USE OF ESTIMATES
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of
expenses during the reporting periods. Actual results could differ
from those estimates.
F-10
<PAGE>
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", establishes accounting and reporting requirements for
derivative instruments. The Company has not in the past nor does it
anticipate that it will engage in transactions involving derivative
instruments, and therefore does not expect this pronouncement to have
any effect on the financial statements.
Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use", requires an entity
to expense all software development costs incurred in the preliminary
project stage, training costs and data conversion costs for fiscal
years beginning after December 15, 1998. The Company believes that
adoption of this statement will not have a material effect on the
Company's financial statements.
Statement of Position 98-5, "Accounting for Start-up Costs", requires
an entity to expense all start-up related costs as incurred for the
fiscal years beginning after December 15, 1998. The Company believes
that adoption of this statement will not have a material effect on
the Company's financial statements.
3. TRANSACTIONS WITH NOVEL ELECTRONIC SYSTEMS & TECHNOLOGIES, WASP
INTERNATIONAL (PTY) LTD., MATRIX VEHICLE TRACKING (PTY) LTD. AND
WASP SA (PTY) LTD..
On May 26, 1998, the Company entered into a license agreement with
Wasp for Wasp's positioning system technology and a two step option
to purchase 100% of the shares in Wasp in exchange for a combination
of shares of the Company and cash.
On June 20, 1998, the Company exercised the first option and
purchased 25 % of the shares of Wasp.
The total transaction amounted to a share transfer of 1,950,000
shares of Technor's stock valued at $4.00 per share and $ 500,000
in cash.
The original agreements were amended and restated effective
February 28, 1999 as follows:
Technor acquired:
- 100 % of Wasp International (Pty) Ltd., including the
development team (18 persons currently employed in Wasp).
- Intellectual Property Rights (IPR) and total ownership of the
technology for use throughout the world, except Africa, south of
the Sahara, which had previously been acquired from the owners of
the technology by Novel Electronic Systems & Technologies.
F-11
<PAGE>
- 10% of the common stock of Wasp SA (Pty) Ltd. ("Wasp SA") -
Wasp SA is the company with the current operations in South
Africa and Intellectual Property Rights (IPR) for Africa, south
of the Sahara.
The total consideration in the above transactions was as follows:
- 2,450,000 shares in Technor at the current market price of $4 per
share which amounted to $9,800,000 plus a $50,000 cash payment to
Novel Electronic Systems & Technologies for the Intellectual
Property Rights. (Of the above shares, 1,950,000 shares had
been issued under the previous agreements before the amendment).
- $950,000 to the stockholders of Wasp International (Pty) Ltd.
(subsequently renamed Cellpoint Systems SA (Pty) Ltd.) comprising
$450,000 for the acquisition of Wasp International (Pty) Ltd., and
$500,000 for the 10% interest in Wasp SA (of the above amount,
$500,000 had already been paid under the previous agreements
before the amendment).
Under the revised agreements, Technor could possibly be required to
issue up to an additional 75,000 shares and pay a maximum of $750,000
at the end of 1999 if certain stock price targets are not met. The
cost of shares which could potentially be issued has been recorded at
market value at the time of the agreement of $4.00 per share with a
corresponding credit to additional paid-in capital. The potential
additional payment of up to $750,000 has not been recorded.
In connection with the acquisitions, the Company also concluded an
agreement with Matrix Vehicle Tracking (Pty) Ltd. ("Matrix"), the
company that has commercialized the technology in South Africa. Matrix
received 250,000 shares in Technor, with a market value of $4.00 per
share (the current market price), for services Matrix performed in the
acquisition of the technology and the development team and its transfer
of know-how and procedures of vehicle tracking. Matrix will also
continue to provide its services to Technor for the next three years
under the current agreement.
In connection with the acquisition of Wasp SA International (Pty) Ltd.,
the excess purchase price over the book value of assets acquired
amounted to $422,990 which was allocated to employment contracts.
This intangible asset will be amortized over the term of the
agreements, which is two years. The purchased technology will be
amortized over its estimated useful life of seven years and the Matrix
service agreement will be amortized over three years, the term of the
agreement.
F-12
<PAGE>
4 INCOME TAXES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JUNE 30, 1998 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Current tax expense:
Federal -- --
State -- --
Foreign -- --
Deferred tax expense:
Federal -- --
State -- --
Foreign -- --
Total tax provision -- --
</TABLE>
Technor International Inc. did not have taxable income for the period
from February 28, 1997 (Inception) through June 30, 1999 and
therefore does not have any current income tax expense.
Technor's wholly-owned subsidiaries, CellPoint and Wasp had net
operating losses for the year ended June 30, 1999 and were not
subject to tax in Sweden and South Africa, respectively.
The significant components of the Company's deferred income tax
assets are as follows:
<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Deferred income tax assets:
Net operating losses $ 284,000 $ 1,294,000
Unrealized currency gain (7,400) (7,700)
--------- ----------
Total deferred income tax asset 276,000 1 286,300
Valuation allowance (276,000) (1 286,300)
--------- ----------
Net deferred income tax asset $ - $ -
--------- ----------
</TABLE>
The Swedish net operating losses amount to approximately U.S.
$2,100,000 at June 30, 1999. These net operating losses do not
expire.
Reconciliation of the effective tax rate to the U.S. statutory rate
is as follows:
<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Tax expense at U.S. statutory rate (34%) (34%)
Meals and entertainment 0.4 0.5
Change in federal valuation allowance 33.6 33.5
------ ------
Effective income tax rate -- --
------ ------
</TABLE>
F-13
<PAGE>
4 FURNITURE AND EQUIPMENT
Furniture and equipment at June 30, 1998 and 1999 consisted of the
following:
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Furniture and equipment $116,952 $ 156,282
Less: accumulated depreciation (6,860) (46,142)
-------- ---------
$110,092 $ 110,140
-------- ---------
</TABLE>
5 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
<TABLE>
<CAPTION>
JUNE 30, 1998 JUNE 30, 1999
------------- -------------
<S> <C> <C>
Professional fees $ 113,455 $ 76,636
Offering costs 51,596 --
Accrued vacation 16,409 112,541
Payroll taxes and social security costs 18,714 18,580
Other 70,727 2,975
------------ ------------
$ 270,901 $ 210,732
------------ ------------
</TABLE>
6 ADVANCES FROM EMPLOYEES
Two principal stockholders, also employees of the Company, lent the
Company $150,000 in June 1999. There are no stated repayment terms
though interest of 5% will be charged on the outstanding balance of
this loan.
7 FINANCIAL ITEMS, NET
<TABLE>
<CAPTION>
JUNE 30 1998 JUNE 30 1999
------------ ------------
<S> <C> <C>
Interest income $ 2,708 $ 33,895
Unrealized exchange gains 21,766 (22,755)
Realized exchange losses (1,237) (107,412)
---------- -----------
Total $ 23,237 $ (96,272)
---------- -----------
</TABLE>
F-14
<PAGE>
8 STOCK INCENTIVE PLAN
In 1998, the Company adopted a Stock Incentive plan ("the Stock
Incentive Plan") for its employees, officers and directors
(whether or not employees). The Stock Incentive Plan provides for
the grant of non-qualified stock options. The Stock Incentive Plan
also provides that for each option granted under the Stock
Incentive Plan, the exercise price shall not be less than 100% of
the fair market value of the common share on the date before the
option is granted. The Stock Incentive Plan provides that options
granted vest in one, two or three installments: the first being
six to twelve months, the second being one year to two years, and
the third being eighteen months to twenty eight months after the
anniversary of the date of grant, and expire no later than 10
years subsequent to the grant date.
The number of shares authorized for grants under the Share Option
Plan is 1,000,000 and the number of options granted at June 30, 1999
was 840,000. As of June 30, 1999, no options had been exercised.
The following table summarizes information about stock options
outstanding at June 30, 1999:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- ----------------------------------------------------
WEIGHTED AVERAGE
RANGE OF OUTSTANDING REMAINING WEIGHTED AVERAGE EXERCISABLE WEIGHTED AVERAGE
EXERCISE PRICES AS OF 6/30/99 CONTRACTUAL YEARS EXERCISE PRICES AS OF 6/30/99 EXERCISE PRICES
---------------------------------------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C>
$1.00 125,000 8.5 $1.00 100,000 $1.00
---------------------------------------------------- ----------------------------------------------------
$2.50-$2.75 350,000 8.8 $2.70 225,000 $2.75
---------------------------------------------------- ----------------------------------------------------
$3.00-$3.88 185,000 9.8 $3.40 8,500 $3.25
---------------------------------------------------- ----------------------------------------------------
$4.00-$4.63 180,000 9.5 $4.29 -- --
---------------------------------------------------- ----------------------------------------------------
------- -------
840,000 333,500
------- -------
</TABLE>
Information concerning the Stock Incentive Plan is summarized as
follows:
<TABLE>
<CAPTION>
OPTION SHARES OPTION PRICE PER SHARE WEIGHTED AVERAGE PRICE PER SHARE
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at June 30, 1997 -- -- --
Granted 405,000 $1.00-$2.75 $2.21
Exercised -- -- --
Cancelled/Expired -- -- --
-------
Outstanding at June 30, 1998 405,000 $1.00-$2.75 $2.21
Granted 435,000 $2.50-$4.63 $3.63
Exercised -- -- --
Cancelled/Expired -- -- --
-------
Outstanding at June 30, 1999 840,000 $1.00-$4.63 $2.94
------- ----------- -----
</TABLE>
The Company accounts for stock options granted to employees under the
provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25"), as permitted by Statement
of Financial Accounting Standards N0. 123, ("SFAS 123"), "Accounting
for Stock-Based Compensation." APB 25 provides for compensation cost
to be recognized over the vesting period of the options based on the
difference, if any, between the fair market value of the Company's
stock and the option price on the grant date. SFAS No. 123 requires
the company to provide pro forma disclosure of net income and
earnings per share as if the optional fair value method had been
F-15
<PAGE>
applied to determine compensation costs for the Company's stock
option plans. The Company has used the Black-Scholes
option-pricing model to estimate the fair value of each stock
option issued in 1999 and 1998. The following weighted average
assumptions were used in 1999 and 1998 respectively: a risk-free
interest rate of 4.97% and 4.94%; an expected option life of 3
years for both years; expected volatility of 65% and 65%; and no
dividends paid.
<TABLE>
<CAPTION>
Year Year
Ended Ended
June 30, 1998 June 30, 1999
<S> <C> <C> <C>
Net loss As reported $ (812,571) (2,961,751)
Pro Forma $ (941,955) (3,592,651)
Earnings per share As reported $ (0.18) (0.36)
Pro Forma $ (0.21) (0.50)
</TABLE>
9 COMMITMENTS AND CONTINGENCIES
A significant portion of the Company's business is conducted in
currencies other than the U.S. dollar (the currency in which its
financial statements are stated), primarily the Swedish krona. The
Company incurs a significant portion of its expenses in Swedish krona
and South African Rand, including all of its product development
expenses and a substantial portion of its general and administrative
expenses. As a result, the value of the Swedish krona and South
African Rand relative to the other currencies in which the Company
generates revenues, particularly the U.S. dollar, could adversely
affect operating results. The Company does not currently undertake
hedging transactions to cover its currency exposure.
The Company rents an office under an operating lease agreement, on a
month to month basis. Rental expense amounted to $13,590 and $32,420
for 1997 and 1998, respectively. On July 1,
F-16
<PAGE>
1999 the Company signed a lease for nine months with future minimum
rental payments of $35,714.
The Company is obligated under various employment agreements with
certain officers, which provide for base annual compensation
aggregating $378,959. All agreements are for two years with two
expiring May 31, 2001 and two expiring July 31, 2001.
10 SUBSEQUENT EVENTS
During August 1999, the Company closed on a $2 million bridge
financing .The Company sold 20 units, each unit consisting of a one
year $100,000 promissory note that bears interest at 12% per annum
and a warrant to purchase 4,000 shares of the Company's common stock
at a price equal to the ten day average closing bid price prior to
closing. The placement agent receives commissions of 5% of the total
financing and warrants to purchase shares of the Company's common
stock of 5,000 warrants per unit. Principal and interest is payable
upon the earlier of one year or the date on which the Company has
received funds in the minimum amount of $3 million dollars in a
subsequent equity private placement.
Further to the bridge financing, a Letter of Intent is also in place
for a subsequent private placement of up to $8,000,000 to be
completed by the end of 1999.
Two principal shareholders, also employees of the Company, lent the
Company $150,000 in July 1999. There are no stated repayment terms.
Interest of 5% will be charged on the outstanding balance of this
loan.
F-17
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TECHNOR INTERNATIONAL, INC.
September 28, 1999 By: /s/ Peter Henricsoon
-------------------------------------
Peter Henricsson
President, Chief Executive Officer
(principal executive officer)
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ PETER HENRICSSON Director, September 28, 1999
- ------------------------ President, Chief Executive Officer
Peter Henricsson (principal executive officer)
/S/BJORN WALTRE Chief Financial Officer September 28, 1999
- ------------------------
Bjorn Waltre
/S/ LYNN DUPLESSIS Director September 28, 1999
- ------------------------
Lynn Duplessis
/S/ MATS JONNERHAG Director September 28, 1999
- ------------------------
Mats Jonnerhag
- ------------------------ Director , 1999
Bengt Nordstrom
<PAGE>
<CAPTION>
<S> <C> <C>
- ------------------------ Director , 1999
Guy Redford
/S/ ALBERT VAN URK Director September 28, 1999
- ------------------------
Albert Van Urk
- ------------------------ Director , 1999
Kjell Wallman
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements indicated below and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 180,073
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 236,193
<PP&E> 156,282
<DEPRECIATION> 46,142
<TOTAL-ASSETS> 11,756,541
<CURRENT-LIABILITIES> 595,639
<BONDS> 0
0
0
<COMMON> 8,190
<OTHER-SE> 11,152,712
<TOTAL-LIABILITY-AND-EQUITY> 11,756,541
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 96,272
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,969,751)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,969,751)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,969,751)
<EPS-BASIC> (0.36)
<EPS-DILUTED> (0.36)
</TABLE>
