<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
|_| Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _________________ to _________________
Commission file number 000-25205
CELLPOINT INC.
(formerly TECHNOR INTERNATIONAL, INC.)
------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 52-2032380
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SOFIELUNDSVAGEN 4, S-191 47, SOLLENTUNA, SWEDEN
-----------------------------------------------
(Address of principal executive offices)
011-468-594-74900
-----------------
(Issuer's telephone number, including area code)
Technor International, Inc.
Satraangsvagen 88, S-18237,
Danderyd, Sweden
(Former name, former address and former fiscal year,
if changed since last report)
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 the past 90 days.
Yes |_| No |X|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant 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 court.
Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
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 30, 1999:
7,440,000 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the Company's fiscal quarter ended
March 31, 1999 are attached to this Report, commencing at page F-1.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
On October 4, 1999, Technor International, Inc. changed its name
to "CellPoint Inc." CellPoint Inc. and its subsidiaries, CellPoint Systems
AB and CellPoint Systems S.A. (Pty) Ltd. are development stage companies and
are collectively referred to as the "Company". 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
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 June 30, 1999 includes 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 and elsewhere in the Registration Statement on Form 10-SBA-1 on
file with the Securities and Exchange Commission. 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 the Company and its wholly-owned
subsidiaries.
<PAGE>
RESULTS OF OPERATIONS
FISCAL QUARTER ENDED MARCH 31, 1999
The Company commenced operations in February 1997. The Company has
had no commercial revenues to date and has relied solely upon proceeds from the
sale of its securities to fund its operations.
The Company funded its operations out of proceeds from equity
offerings. For the fiscal quarter ended March 31, 1999, the Company incurred a
net loss of ($672,860), as compared to a net loss of ($255,739) during the
fiscal quarter ended March 31, 1998.
The remaining $120,000 stock subscription outstanding at June 30,
1998 was paid in November 1998 and in March 1999 such that at March 31, 1999,
there was a zero balance.
During the third fiscal quarter, the Company had total operating
expenses of $682,166, which represents a significant increase over $256,542 of
operating expenses during the comparable quarter in 1998. This increase resulted
from the Company's efforts in acquiring the technology and expanding its
operations to achieve commercialization of the technology. The Company also
earned income of $9,306 from the investment of the proceeds of the equity
offerings it concluded in 1998, as compared to interest income of $803 in the
comparable quarter in 1998.
The average cash outflow per month between July 1998 and March 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), and computers and equipment
($10,000).
The number of employees at March 31, 1999 was eleven, up from
seven at the June 30, 1998 fiscal year-end.
NINE MONTHS ENDED MARCH 31, 1999
For the nine-month period ended March 31, 1999, the Company did not
have any revenues from commercial operations. The Company incurred a loss of
($1,483,208) for such nine-month period, as compared to a loss of ($324,783) for
the nine-months ended March 31, 1998. Selling, general and administrative
expenses were $1,296,409, including depreciation expense of $193,520 during the
nine months ended March 31, 1999. For the nine months ended March 31, 1998,
selling, general and administrative expenses were $322,542, and depreciation
expense was $1,438.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED JUNE 30, 1998
In March 1997, the Company 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.
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
-2-
<PAGE>
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.
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
subscriptions receivable from its Regulation S offering, which subscriptions
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
stockholders 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).
FISCAL QUARTER ENDED MARCH 31, 1999
At March 31, 1999, the Company had $1,262,854 in current assets.
Cash and cash equivalents amounted to $1,010,361. The decrease in cash and cash
equivalents from June 30,1998 is attributable to ongoing operations of the
Company.
Effective February 28, 1999, the Company and Wasp International
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) the Company
acquired from Novel the intellectual property rights to the GSM technology
for all territories outside of sub-Saharan Africa, (ii) the Company 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"). The Company's new subsidiary, CellPoint Systems S.A. (Pty)
Ltd. in South Africa consists of a technical development team and tools,
greatly enhancing the Company's ability to quickly deploy and enable the
technology worldwide.
During the first three quarters of fiscal 1999, current assets
decreased by $6,009,883 as a result of the reclassification of the agreements
with Wasp International SA and Novel Electronics Systems & Technologies during
the period where a majority of the 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 $657,945 at March 31,1999.
The Company's stockholders' equity was $12,649,763 at March 31,
1999, including an accumulated deficit of ($2,319,800).
The Company will require additional capital 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
-3-
<PAGE>
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 by the end of calendar 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, the Company will need to raise further
capital.
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 International, 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 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 summer 1999. The Company has no reason
to question the correctness of Tele2's statement or the resonableness 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
-4-
<PAGE>
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 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.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders held in Sollentuna,
Sweden on January 28, 1999, the following matters were approved:
-5-
<PAGE>
(a) The following persons were elected as directors: Lynn
Duplessis, Peter Henricsson, Mats Jonnerhag, Bengt Norstrom,
Guy Redford, Albert van Urk and Kjell Wallman, each of them
receiving 5,137,000 votes constituting 100% of the votes cast.
(b) The Company's 1998 Stock Incentive Plan was approved,
receiving 5,137,000 votes, constituting 100% of the votes
cast.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 27 Financial Data Schedule
b. Reports on Form 8-K
None.
-6-
<PAGE>
CELLPOINT INC.
(formerly TECHNOR INTERNATIONAL, INC.)
AND SUBSIDIARIES
Index to Consolidated Financial Statements (Unaudited)
for the Fiscal Quarter Ended March 31, 1999
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders Equity F-5
Consolidated Statements of Cash Flows F-9
Notes to Consolidated Financial Statements F-11
F-1
<PAGE>
CELLPOINT INC.
(formerly TECHNOR INTERNATIONAL INC.) AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
ASSETS MARCH 31, 1999 JUNE 30, 1998
CURRENT ASSETS: UNAUDITED AUDITED
--------- -------
<S> <C> <C>
Cash and cash equivalents $1,010,361 $764,063
Stock subscriptions receivable - - 2,346,667
Option for shares in Wasp 4,050,000
Accounts and interest receivables 120,285 - -
Prepaid expenses 100,000 40,653
Other receivables 32,208 70,814
---------- -----
TOTAL CURRENT ASSETS 1,262,854 7,272,737
LONG-TERM ASSETS:
Purchased technology, net of amortization of 11,001,390 - -
$148,610
Intangible assets, net of amortization of $17,083 392,917 - -
Investment in affiliate 500,000 4,250,000
Machinery and equipment, net of depreciation of 150,547 110,092
$34,522 and $6,860, respectively
------- -------
TOTAL LONG-TERM ASSETS 12,044,854 4,360,092
---------- ---------
TOTAL ASSETS $13,307,708 $11,632,829
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $99,318 $270,901
ACCOUNTS PAYABLE 58,627 247,040
ADVANCES FROM EMPLOYEE DUE TO SHAREHOLDERS - - 250,000
OTHER CURRENT LIABILITIES 500,000 151,554
-------
TOTAL CURRENT LIABILITIES 657,945 919,495
------- -------
TOTAL LIABILITIES 657,945 919,495
------- -------
STOCKHOLDERS' EQUITY:
Preferred shares ($0.001 par value; 3,000,000 -- - -
shares authorized, no shares issued)
F-2
<PAGE>
Common stock ($0.001 par value; 22,000,000 8,190 6,665
shares authorized, 7,440,000 shares issued and
750,000 shares to be issued)
Shares subscribed ($0.001 par value; 775,000 - - 775
common shares)
Additional paid in capital 14,961,373 11,662,123
Cumulative translation adjustment - - 363
Accumulated deficit (2,319,800) (836,592)
----------- ---------
12,649,763 10,833,334
LESS: SUBSCRIPTIONS RECEIVABLE (30,000 SHARES) - - (120,000)
----------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $13,307,708 $11,632,829
========== ===========
</TABLE>
F-3
<PAGE>
CELLPOINT INC.
(Formerly TECHNOR INTERNATIONAL INC.)
AND SUBSIDIAIES
(A Development Stage Company)
Consolidated Statements of Operations
(Amounts in US$)
<TABLE>
<CAPTION>
Period from
February 28,
THREE MONTHS ENDED NINE MONTHS ENDED 1997
---------------------- ------------------------- (inception)
March 31, March 31, March 31, March 31, through
1999 1998 1999 1998 March 31,
(unaudited) (unaudited) (unaudited) (unaudited) 1999
<S> <C> <C> <C> <C>
<C>
$ $ $ $
Sales, net - - - - - -
Cost of sales - - - - - -
Gross profit - - - - - -
Selling, general and
administrative expenses (507,089) (255,104) (1,296,409) (322,542) (2,149,813)
Depreciation and
amortization (175,077) (1,438) (193,520) (1,438) (200,245)
-------- ------ -------- ------ --------
Total operating expenses (682,166) (256,542) (1,489,929) (323,980) (2,350,028)
Loss from operations (682,166) (256,542) (1,489,929) (323,980) (2,350,028)
Net interest income 9,306 803 6,721 803 30,258
-------- ------ --------- -------- --------
Net Loss $ (672,860) $ (255,739) $(1,483,208) $ (324,783) $(2,319,800)
-------- ------- --------- ------- ---------
-------- ------- --------- ------- ---------
Net loss per share basic and
diluted $(0.09) $(0.05) $(0.20) $(0.07)
-------- ------- --------- -------
-------- ------- --------- -------
Weighted average shares 7,440,000 4,715,000 7,502,500 4,715,000
outstanding basic and diluted
</TABLE>
F-4
<PAGE>
CELLPOINT INC.
(Formerly TECHNOR INTERNATIONAL INC.)
AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (unaudited)
(Amounts in US$)
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES TO BE ADDITIONAL DEFICIT SUBSCRIP- ACCUMULAT TOTAL
ISSUED ISSUED PAID-IN ACCUMULATED TIONS ED OTHER
CAPITAL DURING THE RECEIVABLE COMPREHEN
DEVELOPMENT SIVE
STAGE INCOME
(LOSS)
Number of Amount Number of Amount
Shares (par Shares (par value
value $0.001)
$0.001)
<S> <C> <C> <C> <C> <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 -------
adjustment
Comprehensive loss for (24,021)
fiscal year -------
April 1997-Share 3,500,000 $3,500 3,500
subscription at par value
F-5
<PAGE>
<CAPTION>
COMMON SHARES COMMON SHARES TO BE ADDITIONAL DEFICIT SUBSCRIP- ACCUMULAT TOTAL
ISSUED ISSUED PAID-IN ACCUMULATED TIONS ED OTHER
CAPITAL DURING THE RECEIVABLE COMPREHEN
DEVELOPMENT SIVE
STAGE INCOME
(LOSS)
Number of Amount Number of Amount
Shares (par Shares (par value
value $0.001)
$0.001)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
June 1997-Share 500,000 500 $98,262 98,762
subscripiton at ($0.20 per
share, net of offering
costs
--------- -------- ----------- ---------- ---------- ------------ ----------- ----------- ----------
Balance, June 30, 1997 4,000,000 4,000 98,262 (24,021) 78,241
--------- -------- ----------- ---------- ---------- ------------ ----------- ----------- ----------
September 1997-Shares
issued 4,000,000 $4,000 (4,000,000) 4,000 - - - - -
Comprehensive income
(loss)
Net loss (812,571) (812,571)
Other comprehensive
income (loss)
Currency translation 363 363
adjustment ----------
Comprehensive loss for (812,208)
fiscal year
F-6
<PAGE>
<CAPTION>
COMMON SHARES COMMON SHARES TO BE ADDITIONAL DEFICIT SUBSCRIP- ACCUMULAT TOTAL
ISSUED ISSUED PAID-IN ACCUMULATED TIONS ED OTHER
CAPITAL DURING THE RECEIVABLE COMPREHEN
DEVELOPMENT SIVE
STAGE INCOME
(LOSS)
Number of Amount Number of Amount
Shares (par Shares (par value
value $0.001)
$0.001)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1998-Share
subscription at $1.25 per
share, net of offering 715,000 715 - - 855,535 - -
costs
May 1998-Shares in - - 1,950,000 1,950 7,798,050 - - - 7,800,000
connection with Wasp
acquisition
June 1998-Share -- -- 775,000 775 2,910,276 - - - 2,911,051
subscription at $4.00 per
share, net of offering
costs
Subscriptions receivable, - - - - - - $(120,000) - (120,000)
not yet paid
--------- -------- ----------- ---------- ---------- ------------ ----------- ----------- ----------
BALANCE, JUNE 30, 1998 4,715,000 4,715 2,725,000 2,725 11,662,123 (836,592) (120,000) 363 10,713,334
--------- -------- ----------- ---------- ---------- ------------ ----------- ----------- ----------
1998-Shares issued 2,725,000 2,725 (2,725,000) (2,725) - - - - --
Comprehensive income
(loss)
Net loss (1,483,208) (1,483,208)
F-7
<PAGE>
<CAPTION>
COMMON SHARES COMMON SHARES TO BE ADDITIONAL DEFICIT SUBSCRIP- ACCUMULAT TOTAL
ISSUED ISSUED PAID-IN ACCUMULATED TIONS ED OTHER
CAPITAL DURING THE RECEIVABLE COMPREHEN
DEVELOPMENT SIVE
STAGE INCOME
(LOSS)
Number of Amount Number of Amount
Shares (par Shares (par value
value $0.001)
$0.001)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Other comprehensive
income (loss)
Currency translation -363 (363)
adjustment
Comprehensive loss for (1,483,571)
fiscal year
Subscriptions paid - - - - - - 120,000 - 120,000
Shares issued in - - 500,000 500 2,299,500 - - -- 2,300,000
connection with
purchased technology
Shares issued in - - 250,000 250 999,750 - - -- 1,000,000
connection with
marketing agreement
--------- -------- ----------- ---------- ---------- ------------ ----------- ----------- -----------
BALANCE, MARCH 31, 7,440,000 $7,440 - - $14,961,373 $(2,319,800) - - $12,649,763
1999 --------- -------- ----------- ---------- ---------- ------------ ----------- ----------- -----------
</TABLE>
F-8
<PAGE>
CELLPOINT INC.
(Formerly TECHNOR INTERNATIONAL INC.)
AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flow (unaudited)
(Amounts in US$)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------
Period from February 28, 1997
March 31, March 31, (inception) through March 31,
1999 1998 1999 (unaudited)
(unaudited) (unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss .......................... $(1,483,208) $(324,783) $(2,319,800)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Translation adjustment ............ (363) -- --
Depreciation and
amortization ...................... 193,520 1,438 200,245
EFFECTS OF CHANGES IN
OPERATING ASSETS AND
LIABILITIES:
Accounts and interest
receivables ....................... (81,679) -- (152,493)
Prepaid expenses .................. (59,347) (40,653) (100,000)
Accrued expenses and other
current liabilities ............... (171,583) 117,757 99,318
Accounts payable .................. (188,413) 120,757 58,627
Advances from employee ............ (133,357) 133,357 --
Other ............................. (18,197) -- (18,032)
---------- ---------- ----------
NET CASH USED IN OPERATING
ACTIVITIES ........................ (1,942,627) (4,997) (2,232,135)
---------- ---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investment in affiliate ........... (250,000) -- (500,000)
Purchase of fixed assets .......... (28,282) (99,993) (128,275)
---------- ---------- ----------
NET CASH USED IN INVESTING
ACTIVITIES: ....................... (278,282) (99,993) (628,275)
---------- ---------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from issuance
of shares ......................... 2,466,667 813,750 3,870,771
---------- ---------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES .............. 2,466,667 813,750 3,870,771
---------- ---------- ----------
F-9
<PAGE>
Increase in cash and cash
equivalents ....................... 245,758 392,533 1,010,771
Cash and cash equivalents,
beginning of period................ 764,603 103,700 --
---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD..................... $ 1,010,361 $ 496,233 $ 1,010
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Nature of Report. The consolidated balance sheet at the end of the preceding
fiscal year has been derived from the audited consolidated balance sheet
contained in the Company's Annual Report on Form 10-KSB, on file with the
Securities and Exchange Commission, and is presented for comparative
purposes. All other financial statements are unaudited. In the opinion of
management, all adjustments which include only normal recurring adjustments
necessary to present fairly the financial position, results of operations and
changes in cash flows, for all periods presented, have been made. The
results of opeations for interim periods are not necessarily indicative of
the operating results for the full year.
Footnotes. Certain footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published rules and
regulations of the Securities and Exchange Commission. These consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB, on file with the Securities and Exchange Commission.
Estimates and Uncertainties. The preparation of financial statements in
conformity with generally accepted accounting principles 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
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results, as determined at a
later date, could differ from those estimates. Estimates relate primarily to
recoverability of the Company's tangible and intangible assets.
Principles of Consolidation. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
2. TRANSACTIONS WITH NOVEL ELECTRONIC SYSTEMS & TECHNOLOGIES, WASP
INTERNATIONAL (PTY) LTD.
On May 26, 1998, the Company entered into an agreement with Wasp
International to acquire a licence for Wasp International's positioning
system technology and a two-step option to purchase 100% of the shares in
Wasp International 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 International.
The total transaction amounted to a share transfer of 1,950,000
shares of the Company's Common stock valued at $4 per share and $ 500,000 in
cash.
The original agreements were amended and restated effective February
28, 1999 as follows:
The Company acquired:
o 100 % of Wasp International (Pty) Ltd., (including the development team)
o Intellectual Property Rights (IPR) and total ownership of the technology
for use throughout the world, except Africa south of the Sahara was
acquired from the owners of the technology, Novel Electronic Systems &
Technologies.
o 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:
F-11
<PAGE>
o 2,450,000 shares in the Company at the 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 amount of shares, 1,950,000 shares were already issued
under the previous agreements before the amendment).
o $950,000 to the shareholders 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, $500,000 had
already been paid under the previous agreements before the amendment).
Under the revised agreements, the Company could possibly have 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 acquisition of Wasp SA, the excess purchase price over
the book value of assets acquired 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>
SIGNATURE
In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CELLPOINT INC.
By /s/ PETER HENRICSSON
-------------------------------------
Peter Henricsson
President and Chief Executive Officer
Date: October 6, 1999
<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> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 1,010,361
<SECURITIES> 0
<RECEIVABLES> 152,493
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,262,854
<PP&E> 185,069
<DEPRECIATION> 34,522
<TOTAL-ASSETS> 13,307,708
<CURRENT-LIABILITIES> 657,945
<BONDS> 0
0
0
<COMMON> 8,190
<OTHER-SE> 12,641,573
<TOTAL-LIABILITY-AND-EQUITY> 13,307,708
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (6,721)
<INCOME-PRETAX> (1,483,208)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,483,208)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,483,208)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
