<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 29, 2000
CELLPOINT INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
NEVADA 0-25205 52-2032380
- ---------------------------- ----------- ------------------
<S> <C> <C>
(State or Other Jurisdiction Commission I.R.S. Employer
of Incorporation) File Number Identification No.
</TABLE>
SOFIELUNDSVAGEN 4, S-191 47 SOLLENTUNA, SWEDEN
- ---------------------------------------------- --------
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: 011-46-8-544-90000
------------------
-----------------------------------------------------------
Former name or former address, if changed since last report
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ACQUISITION OF ALL OF THE CAPITAL STOCK OF UNWIRE AB.
(a) On March 13, 2000, CellPoint Inc. (the "Company") filed
a Current Report on Form 8-K (the "Initial Report") with the Securities and
Exchange Commission, which reported the purchase by the Company, through its
wholly- owned indirect subsidiary, CellPoint Swedish Holdings Ltd., a
corporation organized under the laws of England and Wales ("Holdings"), of
all of the capital stock (the "Unwire Stock") of Unwire AB (publ), org. no.
556522-7617, a corporation organized under the laws of Sweden ("Unwire")
(the "Acquisition"). Unwire develops systems and equipment for GSM
positioning and telematics and holds unique patents for positioning.
This Amendment hereby amends and supplements Item 7 to the
Initial Report to include the financial statements and PRO FORMA financial
information contained herein, which the Company is required to report pursuant
to Items 7(a) and (b) of Form 8-K in connection with the Acquisition.
The purchase price for the Unwire Stock was approximately
$72 million. The Company paid the purchase price by (i) issuing to the
stockholders of Unwire an aggregate of 1,075,000 shares (the "Shares") of the
Company's common stock, par value $0.001 per share (the "Common Stock"), and
(ii) paying to such stockholders and aggregate of US $1,178 as compensation
for fractional shares not issued.
At the time of the acquisition of the Unwire Stock, there
was no relationship between Unwire and the stockholders of Unwire, and the
Company or any of the Company's affiliates or any director or officer of the
Company or any associate of any such director or officer.
Pursuant to a Registration Rights Agreement among the
Company and the former stockholders of Unwire, the Company has agreed to
register all of the Shares with the Securities and Exchange Commission prior
to December 31, 2000.
(b) The Company indirectly acquired the assets of Unwire
through the acquisition by Holdings, its subsidiary, of all of the capital stock
of Unwire. The assets of Unwire include, but are not limited to, (i) cash on
hand, (ii) accounts and accounts receivable, (iii) prepaid expenses, (iv)
furniture and fixtures, machinery and equipment, and inventory in all forms, (v)
leases, (vi) intellectual property and proprietary rights and interests and
(vii) contracts and contract rights. These assets are used in connection with
Unwire's business which focuses on the development of systems and equipment for
GSM positioning and telematics. The Company intends to continue such use of
the assets of Unwire.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
<TABLE>
<S> <C>
Report of the Independent Accountants F-1
Balance sheets as of December 31, 1999 and 1998 F-2
Statements of operations for the years ended
December 31, 1999 and 1998 F-3
Statements of stockholders' equity (deficit) for the
years ended December 31, 1999 and 1998 F-4
Statements of cash flows for the years ended
December 31, 1999 and 1998 F-6
Notes forming part of the financial statements F-7
(b) PRO FORMA FINANCIAL INFORMATION.
Unaudited Pro Forma Consolidated Financial Information P-1
Unaudited Pro Forma Consolidated Balance Sheet as of
December 31, 1999 P-2
Unaudited Pro Forma Consolidated Income Statement
for the Year Ended June 30, 1999 P-3
Unaudited Pro Forma Consolidated Income Statement
for the Six Months Ended December 31, 1999 P-4
</TABLE>
(c) EXHIBITS.
<TABLE>
<S> <C>
Exhibit 10.1 Purchase and Sale Agreement, dated as of
February 16, 2000, by and among CellPoint
Inc., CellPoint Swedish Holdings Ltd., and
the Sellers named therein (incorporated by
reference to the Initial Report)
Exhibit 10.2 Registration Rights Agreement, dated as of
February 29, 2000, by and among CellPoint
Inc., CellPoint Swedish Holdings Ltd., and
the Sellers named therein (incorporated by
reference to the Initial Report)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Exhibit 10.3 Escrow Agreement, dated as of February 29,
2000, by and among CellPoint Inc.,
CellPoint Swedish Holdings Ltd., the Sellers
named therein, Salans Hertzfeld Heilbronn
Christy & Viener, as Escrow Agent, U.S.
Stock Transfer Corporation, as Depositary,
and Per Lundberg, as Sellers' Agent
(incorporated by reference to the Initial
Report)
</TABLE>
<PAGE>
UNWIRE AB
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF UNWIRE AB
We have audited the accompanying balance sheets of Unwire AB (the
"Company") as of December 31, 1999 and 1998 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with US 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 audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Unwire AB
as of December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended in conformity with US generally
accepted accounting principles.
BDO STOY HAYWARD
London,
England
May 9, 2000
F-1
<PAGE>
UNWIRE AB
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
ASSETS NOTE 1999 1998
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 11,251 $ 89,076
Stock subscriptions receivable - 352,224
Trade receivables, net of allowance
for losses of $1,732 and $6,052
in 1999 and 1998, respectively 81,544 46,323
Prepaid expenses 36,185 38,639
Other receivables 71,577 102,240
Inventories 188,334 8,459
---------- -----------
TOTAL CURRENT ASSETS 388,891 636,961
-------- --------
OTHER ASSETS
Software development costs, net 4 109,841 67,379
Patents and trademarks, net 5 164,443 97,556
Furniture and equipment, net 6 39,054 35,827
----------- -----------
TOTAL OTHER ASSETS 313,338 200,762
---------- ----------
TOTAL ASSETS $ 702,229 $ 837,723
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Trade payables $ 375,941 $ 205,846
Factor borrowings 44,281 63,203
Notes payable bank 7 147,758 18,506
Notes payable- stockholders 8 46,822 -
Accrued expenses 208,236 99,263
---------- ---------
823,038 386,818
---------- ---------
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
Convertible debentures 9 585,480 --
Long term debt, net of current portion 7 70,233 166,553
--------- ---------
TOTAL NON-CURRENT LIABILITIES 655,713 166,553
--------- ---------
STOCKHOLDERS' (DEFICIT) EQUITY
Common shares ($0.08 par value; 1,805,900 shares authorised;
1,000,000 shares issued and outstanding) 81,556 81,556
Additional paid in capital 1,243,017 1,243,017
Cumulative foreign currency translation adjustment 29,850 1,831
Accumulated deficit (2,130,945) (1,042,052)
--------- ------------
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (776,522) 284,352
------------ ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY $ 702,229 $ 837,723
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
UNWIRE AB
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
NOTE 1999 1998
<S> <C> <C> <C>
REVENUES, NET $ 712,067 $ 160,331
Cost of revenues (764,254) (579,009)
-------- --------
GROSS LOSS (52,187) (418,678)
Selling expenses (335,076) (256,638)
Administrative expenses (541,112) (327,469)
Research and development costs (133,305) (156,229)
Other operating income 15,090 27,638
-------- --------
LOSS FROM OPERATIONS (1,046,590) (1,131,376)
Financial items, net 10 (42,303) (6,866)
-------- --------
LOSS BEFORE INCOME TAXES (1,088,893) (1,138,242)
Provision for income taxes 3 - -
-------- --------
NET LOSS $ (1,088,893) $ (1,138,242)
-------- --------
-------- --------
BASIC AND DILUTED LOSS PER SHARE $ (1.089) $ (1.476)
-------- --------
-------- --------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED 1,000,000 771,041
--------- --------
--------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
UNWIRE AB
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON SHARES ACCUMULATED
OTHER
ADDITIONAL ACCUMULATED COMPREHENSIVE
PAID IN DEFICIT INCOME
SHARES AMOUNT CAPITAL (LOSS) TOTAL
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1 1998 714,000 $ 58,232 $318,318 $ 96,190 $ - $ 472,740
---------
Comprehensive income loss:
Net loss - - - (1,138,242) - (1,138,242)
Other comprehensive income loss
Foreign currency translation - - - 1,831 1,831
---------
Comprehensive loss for fiscal year (1,136,411)
---------
September 1998 - share subscription at SEK29.167 per
share net of offering costs 60,000 4,893 214,683 - - 219,576
November 1998 - subscription at SEK26.316 per share 95,000 7,748 305,930 - - 313,679
November 1998 - subscription at SEK21.126 per share
net of offering costs 71,000 5,790 182,409 - - 188,198
November 1998 - subscription at SEK20.833 per share
net of offering costs 60,000 4,893 158,087 - - 162,980
Shareholders contributions - $ - $ 63,590 $ - $ - $ 63,590
--------- ------- --------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1998 1,000,000 81,556 1,243,017 (1,042,052) 1,831 284,352
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
UNWIRE AB
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON SHARES ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE
PAID IN ACCUMULATED INCOME
SHARES AMOUNT CAPITAL DEFICIT (LOSS) TOTAL
<S> <C> <C> <C> <C> <C> <C>
Comprehensive income loss:
Net loss - - - (1,088,893) - (1,088,893)
Other comprehensive income loss
Foreign currency translation 28,019 28,019
---------
Comprehensive loss for fiscal year (1,060,874)
---------
--------- -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 1999 1,000,000 $ 81,556 $ 1,243,017 $(2,130,945) $ 29,850 $ (776,522)
--------- -------- -------- --------- -------- --------
--------- -------- -------- --------- -------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
UNWIRE AB
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
<S> <C> <C>
CASH INFLOW FROM OPERATING ACTIVITIES
Net loss $ (1,088,893) $ (1,138,242)
Depreciation 10,268 8,706
Amortization 162,432 98,175
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Increase in accounts receivable (35,221) (44,190)
(Increase)/decrease in prepaid expenses 2,454 (717)
Decrease in other receivables 30,663 8,865
Increase in inventories (179,875) (8,459)
Increase in accounts payable 170,159 177,759
Increase/(decrease) in factor borrowings (18,922) 63,203
Increase/(decrease) in accrued expenses 108,973 (39,282)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (837,962) (874,182)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment (13,559) (44,468)
Additions to patents and trademarks (138,798) (146,334)
Software development costs (132,983) (116,776)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (285,340) (307,578)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 352,224 975,031
Proceeds from bank loan 32,932 185,059
Proceeds from stockholders' loan 46,822 -
Proceeds from issuance of convertible debentures 585,480 -
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,017,458 1,160,090
-------- --------
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH 28,019 1,831
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (77,825) (19,839)
CASH AND CASH EQUIVALENTS, AT THE BEGINNING OF THE YEAR 89,076 108,915
-------- --------
CASH AND CASH EQUIVALENTS, AT THE END OF THE YEAR $ 11,251 $ 89,076
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998
- --------------------------------------------------------------------------------
1 THE COMPANY
Unwire AB ("the Company","Unwire"), was incorporated in Sweden July 28
1997. Unwire has produced a GSM (Global System for mobile
communications) positioning system technology (the "Technology") 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.
Unwire is marketing and further developing the positioning and
telematics applications. Unwire's system consists of a UP Platform
with a powerful processor and a large flash memory that makes it
possible to use in virtually any communication task, mobile or fixed.
On November 3, 1997 Unwire acquired a wholly-owed subsidiary in Sweden,
Unwire Positioning AB ("Positioning"), Positioning is now dormant with
the trade and intangible assets having been transferred to the Company.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements represent the financial
statements of Unwire and have been prepared in accordance with US
generally accepted accounting principles and are presented in US
dollars.
REVENUE RECOGNITION
The Company records revenues on product sales at the time of
shipment.
FOREIGN CURRENCY TRANSLATION
Monetary assets and liabilities are translated at the rates prevailing
at the balance sheet date to US dollars. Non-monetary assets and
liabilities have been translated at the date of transaction. Income
statements are translated at 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 the rates
prevailing at the balance sheet date. Unrealised exchange gains and
losses on translation are reported in the income statement.
F-7
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 US Federal Deposit Insurance Corporation. The Company has not
experienced any losses in such accounts.
INVENTORIES
Inventories are valued at the lower of cost or market value, with cost
determined using the first-in, first-out method. At December 31, 1999
and 1998, inventories consisted of work in process which amounted to
$188,334 and $8,459, respectively.
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.
Furniture and equipment is depreciated 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
capitalised.
PATENTS AND TRADEMARKS
Patent and trademark costs represent the cost of preparing and filing
applications to patent the Company's proprietary technologies. Such
costs are amortized over the shorter of the life of the patent or the
economic lives of the assets, generally three years, beginning on the
date the patents or rights are issued. Amortization expense for 1999
and 1998 was $ 71,911 and $ 48,788, respectively.
SOFTWARE DEVELOPMENT COSTS
Software development costs for products and certain product
enhancements are capitalised subsequent to the establishment of their
technological feasibility (as defined in Statement of Financial
Accounting Standards No. 86) based upon the existence of working
models of the products which are ready for initial customer testing.
Costs incurred prior to such technological feasibility or subsequent
to a product's general release to customers are expensed as incurred.
During 1999 and 1998, the Company incurred and capitalized $137,892
and $116,776 of Software development costs. Amortization expense
reported for the years 1999 and 1998 was $90,521 and $49,397,
respectively. Amortization expense is based upon the ratio that
current gross revenues bear to total estimated gross revenues which
was an amount approximating the amortization on a straight line
method over the estimated economic life of the product of three years.
F-8
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 (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 fiscal 1999 and 1998.
INCOME TAXES
The Company utilises the assets and liability method to account for
income taxes whereby deferred tax assets and liabilities are
recognised 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 exchange in
tax rates on deferred tax assets and liabilities is recognised 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 and conversion of debt have not been included in the
calculation of diluted EPS since the effects 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 was 1,000,000 and
771,041 as of December 31, 1999 and 1998, 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.
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998 the Financial Accounting Standards Board FASB issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which establishes accounting and reporting requirements
for derivative instruments SFAS No. 133, as amended by SFAS No.137
is effective for fiscal years beginning after June 30, 2000. 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.
F-9
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- ------------------------------------------------------------------------------
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130 "Reporting Comprehensive Income" in the first
quarter of fiscal 1998. SFAS No 130 sets standards for the reporting
and display of comprehensive income, its components and accumulated
balances. Comprehensive income is comprised of net income and all
changes in stockholders' equity except those due to investments by
owners and distributions to owners, which for the Company includes
unrealized gains (losses) on marketable securities. The Company has
elected to disclose comprehensive income in its Statement of Changes
in Stockholders' Equity.
STOCK SPLIT
During November 1998, the Company completed a 1,000 for 1 stock
split of its common stock. Accordingly, all shares and per share
amounts have been retroactively restated in the financial statements
to reflect this split.
3 INCOME TAXES
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Current tax expenses: - -
Federal - -
State - -
Foreign - -
Deferred tax expenses:
Federal - -
State - -
Foreign - -
------- -------
Total tax provision - -
------- -------
------- -------
</TABLE>
Unwire AB did not have taxable income for the period from January 1
1998 and therefore does not have any current income tax expenses.
F-10
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- ------------------------------------------------------------------------------
3 INCOME TAXES (CONTINUED)
The significant components of the company's deferred income tax assets
are as follows:
Deferred income tax assets:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Net operating losses $ 596,000 $ 292,000
Valuation allowance (596,000) (292,000)
------- -------
Net deferred income tax asset $ - $ -
------- -------
------- -------
</TABLE>
The Swedish net operating loses amount to approximately US$2,100,000 at
December 31, 1999. These net operating losses do not expire.
Reconciliation of the effective tax rate to the US statutory rate is as
follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Tax expense at Swedish statutory rate (28%) (28%)
Change in valuation allowances 28 28
------- -------
Effective income tax rate - -
------- -------
------- -------
</TABLE>
4 SOFTWARE DEVELOPMENT COSTS , NET
Software development costs at December 31, 1999 and 1998 consisted of
the following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Software development costs $ 200,362 $ 116,776
Less accumulated amortization (90,521) (49,397)
------- -------
$ 109,841 $ 67,379
------- -------
------- -------
</TABLE>
F-11
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- ------------------------------------------------------------------------------
5 PATENTS AND TRADEMARKS, NET
Patents and trademarks at December 31, 1999 and 1998 consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Patents and trademarks $ 285,132 $146,334
Less accumulated amortization (120,689) (48,778)
------- -------
$ 164,443 $ 97,556
------- -------
------- -------
</TABLE>
6 FURNITURE AND EQUIPMENT
Furniture and equipment at December 31, 1999 and 1998 consisted of the
following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Furniture and equipment $ 49,322 $ 44,533
Less accumulated depreciation (10,268) (8,706)
------- -------
$ 39,054 $ 35,827
------- -------
------- -------
</TABLE>
7 LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Note payable - bank $ 217,991 $ 185,059
Less: current maturities 147,758 18,506
------- -------
$ 70,233 $ 166,553
------- -------
------- -------
</TABLE>
Note payable - bank is payable in quarterly principal installments of
$4,627, with a balloon payment in June 2001. The note bears interest at
9.85% and is due June 2001. The note is collateralized by the assets of
the Company.
F-12
<PAGE>
UNWIRE AB
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
1999 AND 1998 (CONTINUED)
- ------------------------------------------------------------------------------
8 NOTES PAYABLE - STOCKHOLDERS
All of the stockholders of the Company lent the Company $46,822
during the year. The notes are payable on demand and are
non-interest bearing.
9 CONVERTIBLE DEBENTURES
During the year the company issued an aggregate of $585,480
convertible debentures ("the Debentures") to stockholders of the
Company. The Debentures are immediately convertible at the option of
the holders into 500,000 shares of the Company's common stock. The
Debentures are non interest bearing.
10 FINANCIAL ITEMS NET
<TABLE>
1999 1998
<S> <C> <C>
Interest income $ 1,082 $ 4,580
Interest expenses (43,385) (11,446)
------- -------
$ (42,303) $ (6,866)
------- -------
------- -------
</TABLE>
11 SUBSEQUENT EVENTS
In January 2000, the Company issued 805,900 shares for cash of
approximately $650,000.
On February 29, 2000 all of the capital stock of the company was
acquired by another entity; CellPoint Inc ("CellPoint"), a US
corporation. The purchase price was paid by the issuance of an
aggregate of 1,075,000 shares of common stock in CellPoint. CellPoint
is a US company with subsidiary operations in Sweden, the United
Kingdom and South Africa delivering positioning and telematic services
in co-operation with celluar operators worldwide.
F-13
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information ("the
Unaudited Pro Forma Consolidated Financial Information") has been derived from
the application of pro forma adjustments to the historical financial statements
of CellPoint Inc. ("CellPoint"), as included in Form 10-KSB, and the unaudited
historical financial statements for the six months ended December 31, 1999 as
included on Form 10-QSB.
The Unaudited Pro Forma Consolidated Financial Information gives effect to the
acquisition of Unwire AB as if such event had occurred as of December 31, 1999
for purposes of the Unaudited Pro Forma Consolidated Balance Sheet and as of
July 1, 1998 for purposes of the Unaudited Pro Forma Consolidated Statements of
Operations for the year ended June 30, 1999 and the six months ended December
31, 1999.
The Unaudited Pro Forma Consolidated Financial Information is presented for
information purposes only and does not purport to represent what CellPoint's
financial position and results of operations would actually have been if the
aforementioned event had occurred on the dates specified, or to project
CellPoint's results of operations for any future periods. The Unaudited Pro
Forma Consolidated Financial Information should be read in conjunction with the
consolidated historical financial statements of CellPoint Inc.
as filed on forms 10-KSB and form 10-QSB.
P-1
<PAGE>
CELLPOINT INC
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
CellPoint Inc Unwire AB Adjustments Pro Forma
Historical Historical Consolidated
<S> <C> <C> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents 6,691,344 11,251 6,702,595
Inventory 0 188,334 188,334
Trade receivables 236,129 81,544 317,673
Prepaid expenses 41,679 36,186 77,865
Other receivables 160,086 71,576 231,662
Other assets 15,793 0 15,793
----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 7,145,031 388,891 0 7,533,922
NON CURRENT ASSETS
Goodwill 0 0 71,457,773 71,457,773
Investment in affiliates 500,000 0 500,000
Software development costs 0 109,841 109,841
Purchased technology, net of amortization 8,941,662 0 8,941,662
Patent and trademarks 0 164,443 164,443
Matrix franchising concept, net of
amortization 722,221 0 722,221
Employment contracts, net of amortization 252,159 0 252,159
Furniture and equipment, net of
depreciation 205,150 39,054 244,204
--------------------------------------------------------------------------
TOTAL LONG-TERM ASSETS 10,621,192 313,338 71,457,773 82,392,303
--------------------------------------------------------------------------
TOTAL ASSETS 17,766,223 702,229 71,457,773 89,926,225
==========================================================================
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accrued expenses and other current
liabilities 85,041 208,236 293,277
Accounts payable 281,405 375,941 657,346
Factor borrowings 0 44,281 44,281
Other current liabilities 241,648 46,822 288,470
Liabilities to credit institutions 0 147,758 147,758
--------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 608,094 823,028 1,431,132
--------------------------------------------------------------------------
NON CURRENT LIABILITIES
Long-Term debt 0 70,233 70,233
Convertible loan notes 0 585,480 585,480
--------------------------------------------------------------------------
TOTAL LIABILITIES 608,094 1,478,751 2,086,845
--------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common shares at par 9,390 81,556 (80,481) 10,465
Additional paid-in capital 24,620,173 1,243,017 69,437,159 95,300,349
Cumulative translation adjustment 33,278 29,850 (29,850) 33,278
Deficit accumulated (7,504,712) (2,130,945) 2,130,945 (7,504,712)
--------------------------------------------------------------------------
TOTAL STOCKHOLDERS EQUITY 17,158,129 (776,522) 71,457,773 87,839,380
--------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 17,766,223 702,229 71,457,773 89,926,225
==========================================================================
</TABLE>
Adjustments reflect the elimination of the stockholders equity of Unwire and
the recording of goodwill. Goodwill has been calculated as the excess of the
purchase consideration over net assets acquired. Goodwill will be amortized
over seven years.
P2
<PAGE>
CELLPOINT INC
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
CellPoint Inc Unwire AB Adjustments Pro forma
Historical Historical Consolidated
<S> <C> <C> <C> <C>
Revenue -- 497,212 497,212
Cost of goods sold -- (565,957) (565,957)
----------------------------------------------------------------------------------
Gross Profit (Loss) -- (68,745) (68,745)
----------------------------------------------------------------------------------
Selling, general and administrative
expenses (1,637,240) (697,097) (2,334,337)
Professional fees (534,176) (117,549) (651,725)
Depreciation and amortization (702,063) (150,784) (10,208,253) (11,061,100)
----------------------------------------------------------------------------------
Operating loss (2,873,479) (1,034,175) (10,208,253) (14,115,907)
Financial items, net (96,272) (20,391) (116,663)
------------------------------------------------------------------------------------
Net loss before taxes (2,969,751) (1,054,566) (10,208,253) (14,232,570)
Income taxes -- -- --
----------------------------------------------------------------------------------
NET LOSS (2,969,751) (1,054,566) (10,208,253) (14,232,570)
==================================================================================
</TABLE>
Adjustments reflect twelve months of amortization of goodwill arising on the
acquistion of Unwire. The goodwill will be amortized over seven years.
P3
<PAGE>
CELLPOINT INC
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CellPoint Inc Unwire AB Adjustments Pro forma
Historical Historical Consolidated
<S> <C> <C> <C> <C>
Revenue 353,763 312,419 666,182
Cost of goods sold -- (697,035) (697,035)
---------------------------------------------------------------------------------
Gross Profit (Loss) 353,763 (384,616) (30,853)
---------------------------------------------------------------------------------
Selling, general and administrative
expenses (1,980,381) (176,539) (2,156,920)
Professional fees (243,534) (115,680) (359,214)
Depreciation and amortization (1,019,039) (154,349) (5,104,127) (6,277,515)
---------------------------------------------------------------------------------
Operating loss (2,889,191) (831,184) (5,104,127) (8,824,502)
Financial items, net (809,178) (30,551) (839,729)
---------------------------------------------------------------------------------
Net loss before taxes (3,698,369) (861,735) (5,104,127) (9,664,231)
Income taxes -- -- --
---------------------------------------------------------------------------------
NET LOSS (3,698,369) (861,735) (5,104,127) (9,664,231)
=================================================================================
</TABLE>
Adjustments reflect six months of amortization of goodwill arising on the
acquistion of Unwire. The goodwill will be amortized over seven years.
P4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CELLPOINT INC.
By /S/ PETER HENRICSSON
----------------------
Peter Henricsson
President
Date: May 15, 2000
<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> 10,100,361
<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>
