<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 3, 2000
TELTRAN INTERNATIONAL GROUP, LTD.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-25641 11-3172507
--------------- --------------------- -------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
One Penn Plaza, Suite 4632, New York, New York 10119
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 643-1283
--------------
================================================================================
<PAGE>
Item 7 of the current report on Form 8-K, filed August 16, 1999 is hereby
amended to read in its entirety as follows:
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Financial Statements of Business Acquired
-----------------------------------------
(i) Auditors Report
(ii) Profit and Loss Account for the Period 24 August 1998 to 31
December 1999
(iii) Statement of Total Recognised Gains and Losses for the
Period 24 August 1998 to 31 December 1999
(iv) Balance Sheet at 31 December 1999
(v) Notes to the Financial Statements
(vi) Trading and Profit and Loss Account for the Period 24 August
1998 to 31 December 1999
(b) Pro Forma Financial Information
-------------------------------
(i) Unaudited pro forma combined financial statements
(ii) Unaudited pro forma combined balance sheet at September 30,
1999
(iii) Unaudited pro forma combined statement of operations for
the nine months ended September 30, 1999
(iv) Notes to unaudited pro forma combined financial statements
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 2, 2000
TELTRAN INTERNATIONAL GROUP, LTD
(Registrant)
By: /s/ Byron Lerner
------------------------------
Byron Lerner, President
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements are based on the
consolidated financial statements of Teltran International Group, Ltd. And
Subsidiaries and Internet Protocols Limited, combined and adjusted to give
effect to the acquisition.
The following unaudited pro forma combined statement of operations for Teltran
International Group, Ltd And Subsidiaries consists of actual operating results
for the nine months ended September 30, 1999 for Teltran and year ended December
31, 1999 for Internet Protocols Limited and gives effect to the acquisition as
if it had occurred at the beginning of the period.
The following unaudited pro forma combined balance sheet at September 30, 1999
gives effect to the acquisition as if it had occurred on such date and was
prepared based upon the consolidated balance sheet of Teltran International
Group Ltd. and Subsidiaries as of September 30, 1999 and Internet Protocols
Limited as of December 31, 1999.
The unaudited pro forma combined financial statements are not necessarily
indicative of the results of operations or financial position of the combined
company that would have occurred had the acquisition occurred at the beginning
of the period presented or on the date indicated, nor are they necessarily
indicative of future operating results or financial position.
The unaudited pro forma adjustments are based upon information and assumptions
included in the notes to the unaudited pro forma combined financial statements.
Teltran International Group and Internet Protocols Limited believe the pro forma
assumptions are reasonable under the circumstances.
<PAGE>
TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of September 30, 1999
<TABLE>
<CAPTION>
Internet Protocols Limited
--------------------------
At December 31, 1999
--------------------
Teltran Pounds U. S. $ Adjustments Combined
------- ------ ------- ----------- --------
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash $ 498,048 313,165 $ 507,734 $ - $ 1,005,782
Accounts receivable 1,715,707 1,425,734 2,311,543 982,391 (4) 1,929,171
(3,080,470) (5)
Prepaid expenses 163,350 - 163,350
Loans and exchanges 29,200 - 29,200
----------- ---------- ----------- ------------- ------------
Total current assets 2,406,305 1,738,899 2,819,277 (2,098,079) 3,127,503
----------- ---------- ----------- ------------- ------------
Fixed Assets:
Machinery & Equipment, net of
accumulated depreciation 29,138 563,493 913,591 942,729
----------- ---------- ----------- ------------- ------------
Other Assets:
Goodwill - net of amortization 222,166 - 15,259,869 (3) 222,166
(15,259,869) (6)
Investment 6,000,000 3,080,470 (1) 6,000,000
15,153,479 (2)
(15,259,869) (3)
(2,974,080) (6)
Organization expense - net of amortization 23 - 23
----------- ---------- ----------- ------------- ------------
Total other assets 6,222,189 - - - 6,222,189
----------- ---------- ----------- ------------- ------------
Total assets $8,657,632 2,302,392 $ 3,732,868 $ (2,098,079) $ 10,292,421
=========== ========== =========== ============= ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C>
Current Liabilities:
Loan payable $ 50,000 $ - $ - $ 50,000
Accounts payable, accrued expenses and
taxes payable 574,078 453,104 734,618 982,391 (4) 2,291,087
Due to Internet Protocol - 3,080,470 (1) -
(3,080,470) (5)
Corporation taxes payable 100 - 100
----------- ---------- ----------- ------------- ------------
Total current liabilities 624,178 453,104 734,618 982,391 2,341,187
----------- ---------- ----------- ------------- ------------
Long-Term Liabilities:
Long - term debt 14,908 24,170 24,170
Loans payable - stockholders' 1,245 - 1,245
----------- ---------- ----------- ------------- ------------
Total long-term liabilities 1,245 14,908 24,170 - 25,415
----------- ---------- ----------- ------------- ------------
Total liabilities 625,423 468,012 758,788 982,391 2,366,602
----------- ---------- ----------- ------------- ------------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.001 par value per
share, 5,000,000 shares
authorized and -0- issued and
outstanding
Common stock, $.001 par value per share,
50,000,000 shares authorized and
13,371,283 issued and outstanding 13,371 1,213 1,967 1,565 (2) 14,936
(1,967) (6)
Additional paid in capital in excess
of par value 22,484,841 3,165,188 5,131,719 15,151,914 (2) 24,536,492
(5,131,719) (6)
(13,100,263) (6)
Deficit (14,466,003) (1,332,021) (2,159,606) (16,625,609)
----------- ---------- ----------- ------------- ------------
Total stockholders' equity 8,032,209 1,834,380 2,974,080 (3,080,470) 7,925,819
----------- ---------- ----------- ------------- ------------
Total liabilities and
stockholders' equity $8,657,632 2,302,392 $ 3,732,868 $(2,098,079) $ 10,292,421
=========== ========== =========== ============= =============
</TABLE>
See accompanying notes to unaudited pro forma combined financial statements
<PAGE>
TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the nine months ended September 30, 1999
<TABLE>
<CAPTION>
Internet Protocols Limited
----------------------------
At December 31, 1999
----------------------------
Teltran Pounds U. S. $ Adjustments Combined
------------- ----------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales $2,807,749 18,115 $ 29,370 $ - $ 2,837,119
Miscellaneous 8,159 - 8,159
------------- ----------- ------------ --------------- ---------------
2,815,908 18,115 29,370 - 2,845,278
Cost of Sales:
Purchases 1,420,009 84,122 136,387 1,556,396
------------- ----------- ------------ --------------- ---------------
Gross profit (loss) 1,395,899 (66,007) (107,017) - 1,288,882
------------- ----------- ------------ --------------- ---------------
Expenses:
Salaries 545,746 5,834 9,459 - 555,205
Professional fees 227,746 30,501 49,451 - 277,197
Fees - other 70,039 267,584 433,834 - 503,873
Payroll taxes 18,102 624 1,012 - 19,114
Leasing expense 8,397 - - - 8,397
Travel 86,013 15,735 25,511 - 111,524
Insurance 27,886 1,820 2,951 - 30,837
Rent 102,049 22,952 37,212 - 139,261
Office expense 21,861 13,509 21,902 - 43,763
Miscellaneous 12,538 9,600 15,564 28,102
Maintenance costs - 9,684 15,701 15,701
Depreciation - 548,910 889,948 889,948
Registration fees 12,469 - - 12,469
Business development 2,923 3,099 5,024 7,947
Telephone 52,724 14,010 22,714 - 75,438
Contributions 1,450 - - - 1,450
Advertising 6,505 46,954 76,127 82,632
Amortization expense 2,302 - - 2,302
------------- ----------- ------------ --------------- ---------------
Total expenses 1,198,750 990,816 1,606,410 - 2,805,160
------------- ----------- ------------ --------------- ---------------
Income (loss) from operations 197,149 (1,056,823) (1,713,427) - (1,516,278)
Interest expense 36,753 2,895 4,694 - 41,447
------------- ----------- ------------ --------------- ---------------
Income (loss) before provision
for income taxes 160,396 (1,059,718) (1,718,121) - (1,557,725)
Provision for income taxes 2,473 - - - 2,473
------------- ----------- ------------ --------------- ---------------
Net income (loss) $ 157,923 (1,059,718) $(1,718,121) $ - $ (1,560,198)
============= =========== ============ =============== ===============
</TABLE>
See accompanying notes to unaudited pro forma combined financial statements
<PAGE>
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS
The unaudited pro forma combined statement of operations for Teltran
International Group, Ltd And Subsidiaries consists of actual operating results
for the nine months ended September 30, 1999 for Teltran and year ended December
31, 1999 for Internet Protocols Limited. The nine month pro forma combined
statement of operations includes the actual operating results for Teltran for
that period and the year ended (April 28, 1999 to December 31, 1999) December
31, 1999 for Internet Protocols Limited. Internet Protocols Limited was acquired
on December 18, 1999 and its business began on April 28, 1999. Prior to April
28, 1999 and from inception, August 24, 1998, Internet Protocols Limited was in
the development stage and was not active. Usually, pro forma information
includes the prior year end statement of operations.
On December 18, 1999 Teltran issued 1,565,442 shares of its common stock and was
required to transfer 1,900,000 British pounds to acquire 100% of Internet
Protocols Limited.
The purchase price was determined as follows:
1,565,442 common shares @ $ 9.68 per share (fair market value on the
date of issuance)= $ 15,153,479
(pound)1,900,000 @ $1.6213 (average exchange rate at December 31, 1999) = $
3,080,470
The purchase price was allocated as follows:
In U. S. Dollars
Current assets $ 2,819,277
Fixed assets - net 913,591
Total liabilities (758,788)
------------------
Net assets 2,974,080
Purchase price 18,233,949
------------------
Goodwill $ 15,259,869
==================
PRO FORMA ADJUSTMENTS:
(1) To record(pound)1,900,000 @ $1.6213
(2) To record 1,565,442 shares of common stock issued @ $ 9.68 per share
(3) To segregate goodwill from the investment
(4) To give effect to balance previously transferred and recorded on IPL books
(5) To eliminate intercompany balance
(6) To eliminate the investment in IPL
<PAGE>
Internet Protocols Limited
Contents of the Financial Statements
for the Period 24 August 1998 to 31 December 1999
Page
Company Information 1
Report of the Directors 2
Report of the Auditors 4
Profit and Loss Account 5
Statement of Total Recognised
Gains and Losses 6
Balance Sheet 7
Notes to the Financial Statements 8
Trading and Profit and Loss Account 12
<PAGE>
REGISTERED NUMBER: 3620773 (England and Wales)
Internet Protocols Limited
Report of the Directors and
Financial Statements for the Period 24 August 1998 to 31 December 1999
Orr Shotliff
Chartered Accountants
Registered Auditor
Stuart House
55 Catherine Place
London
SW1E 6DY
<PAGE>
Internet Protocols Limited
Company Information
for the Period 24 August 1998 to 31 December 1999
DIRECTORS: N J V Le Seelleur
J Tubbs
B Lerner
SECRETARY: N J V Le Seelleur
REGISTERED OFFICE: 31 High Street
Cobham
Surrey
KT11 3DP
REGISTERED NUMBER: 3620773 (England and Wales)
AUDITORS: Orr Shotliff
Chartered Accountants
Registered Auditor
Stuart House
55 Catherine Place
London
SW1E 6DY
BANKERS: Barclays Bank Plc
131 Edgeware Road
London
W2 2HT
Page 1
<PAGE>
Internet Protocols Limited
Report of the Directors
for the Period 24 August 1998 to 31 December 1999
The directors present their report with the financial statements of
the company for the period 24 August 1998 to 31 December 1999.
INCORPORATION
The company was incorporated on 24 August 1998 and commenced trading
on 28 April 1999.
PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was
that of providing products and services to Internet Service
Providers.
DIVIDENDS
No dividends will be distributed for the period ended 31 December
1999.
DIRECTORS
The directors during the period under review were:
K Drury - appointed 24.8.98
- resigned 25.8.99
N J V Le Seelleur - appointed 24.8.98
J Muschette - appointed 24.8.98
- resigned 18.12.99
S A Saad - appointed 24.8.98
- resigned 18.12.99
D Scanlan - appointed 24.8.98
- resigned 18.12.99
R Pellew - appointed 25.8.99
- resigned 18.12.99
J Tubbs - appointed 18.12.99
B Lerner - appointed 18.12.99
The directors holding office at 31 December 1999 did not hold any
beneficial interest in the issued share capital of the company at
date of appointment or 31 December 1999.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial statements
for each financial year which give a true and fair view of the state
of affairs of the company and of the profit or loss of the company
for that period. In preparing those financial statements, the
directors are required to
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial
position of the company and to enable them to ensure that the
financial statements comply with the Companies Act 1985. They are
also responsible for safeguarding the assets of the company and hence
for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
AUDITORS
The auditors, Orr Shotliff, will be proposed for re-appointment in
accordance with Section 385 of the Companies Act 1985.
Page 2
<PAGE>
Internet Protocols Limited
Report of the Directors
for the Period 24 August 1998 to 31 December 1999
This report has been prepared in accordance with the special provisions of Part
VII of the Companies Act 1985 relating to small companies.
ON BEHALF OF THE BOARD:
- -------------------------------
N J V Le Seelleur - SECRETARY
Dated:
Page 3
<PAGE>
Internet Protocols Limited
Report of the Auditors to the Shareholders of
Internet Protocols Limited
We have audited the financial statements on pages five to eleven
which have been prepared in accordance with the Financial Reporting
Standard for Smaller Entities (effective March 1999), under the
historical cost convention and the accounting policies set out on
page eight.
Respective responsibilities of directors and auditors
As described on page two the company's directors are responsible for
the preparation of financial statements. It is our responsibility to
form an independent opinion, based on our audit, on those statements
and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued
by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in
the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in order
to provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming
our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of the company's affairs as at 31 December 1999 and of its
loss for the period then ended and have been properly prepared in
accordance with the Companies Act 1985.
Orr Shotliff
Chartered Accountants
Registered Auditor
Stuart House
55 Catherine Place
London
SW1E 6DY Dated:
Page 4
<PAGE>
Internet Protocols Limited
Profit and Loss Account
for the Period 24 August 1998 to 31 December 1999
Notes (pound)
TURNOVER 18,115
Cost of sales 84,122
------------
GROSS LOSS (66,007)
Administrative expenses 1,545,119
------------
OPERATING LOSS 2 (1,611,126)
Interest payable and
similar charges 2,895
------------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (1,614,021)
Tax on loss on ordinary
activities 3 -
------------
LOSS FOR THE FINANCIAL PERIOD
AFTER TAXATION (1,614,021)
------------
DEFICIT CARRIED FORWARD (pound)(1,614,021)
============
The notes form part of these financial statements
Page 5
<PAGE>
Internet Protocols Limited
Statement of Total Recognised Gains and Losses
for the Period 24 August 1998 to 31 December 1999
(pound)
LOSS FOR THE FINANCIAL PERIOD (1,614,021)
Revaluation in year 282,000
------------
TOTAL RECOGNISED GAINS AND LOSSES
RELATING TO THE PERIOD (pound)(1,332,021)
============
The notes form part of these financial statements
Page 6
<PAGE>
Internet Protocols Limited
Balance Sheet
31 December 1999
Notes (pound) (pound)
FIXED ASSETS:
Tangible assets 4 563,493
CURRENT ASSETS:
Debtors 5 1,425,734
Cash at bank and in hand 313,165
------------
1,738,899
CREDITORS: Amounts falling
due within one year 6 453,104
------------
NET CURRENT ASSETS: 1,285,795
------------
TOTAL ASSETS LESS CURRENT
LIABILITIES: 1,849,288
CREDITORS: Amounts falling
due after more than one year 7 14,908
------------
(pound)1,834,380
============
CAPITAL AND RESERVES:
Called up share capital 10 1,213
Share premium 11 3,165,188
Revaluation reserve 12 282,000
Profit and loss account (1,614,021)
------------
EQUITY SHAREHOLDERS' FUNDS (pound)1,834,380
============
These financial statements have been prepared in accordance with the
special provisions of Part VII of the Companies Act 1985 relating to
small companies and with the Financial Reporting Standard for Smaller
Entities (effective March 1999).
ON BEHALF OF THE BOARD:
...............................
- DIRECTOR
Approved by the Board on ........................
The notes form part of these financial statements
Page 7
<PAGE>
Internet Protocols Limited
Notes to the Financial Statements
for the Period 24 August 1998 to 31 December 1999
1. ACCOUNTING POLICIES
Accounting convention
The financial statements have been prepared under the
historical cost convention and in accordance with the
Financial Reporting Standard for Smaller Entities (effective
March 1999).
Turnover
Turnover represents net invoiced sales of goods, excluding
value added tax.
Tangible fixed assets
Depreciation is provided at the following annual rates in
order to write off each asset over its estimated useful life
or, if held under a finance lease, over the lease term,
whichever is the shorter.
Computer equipment - 33% on cost
Hire purchase and leasing
Assets obtained under hire purchase contracts or finance
leases are capitalised in the balance sheet. Those held under
hire purchase contracts are depreciated over their estimated
useful lives. Those held under finance leases are depreciated
over their estimated useful lives or the lease term ,
whichever is the shorter.
The interest element of these obligations is charged to the
profit and loss account over the relevant period.
Rentals paid under operating leases are charged to the profit
and loss account evenly over the period of the lease.
2. OPERATING LOSS
The operating loss is stated after charging:
(pound)
Depreciation - owned assets 542,867
Depreciation - assets on hire purchase contracts
or finance leases 6,043
Loss on disposal of fixed assets 554,303
Auditors' remuneration 2,500
=========
Directors' emoluments 2,917
=======
3. TAXATION
No liability to UK corporation tax arose on ordinary
activities for the period.
Page 8
<PAGE>
Internet Protocols Limited
Notes to the Financial Statements
for the Period 24 August 1998 to 31 December 1999
4. TANGIBLE FIXED ASSETS
Computer
equipment
--------------
(pound)
COST:
Additions 1,993,400
Disposals (880,997)
------------
At 31 December 1999 1,112,403
------------
DEPRECIATION:
Charge for period 548,910
---------
At 31 December 1999 548,910
---------
NET BOOK VALUE:
At 31 December 1999 563,493
=========
Fixed assets, included in the above, which are held under hire
purchase contracts or finance leases are as follows:
Computer
equipment
-------------
(pound)
COST:
Additions 26,794
------
At 31 December 1999 26,794
------
DEPRECIATION:
Charge for period 6,043
------
At 31 December 1999 6,043
------
NET BOOK VALUE:
At 31 December 1999 20,751
======
5. DEBTORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
(pound)
Value Added Tax 35,638
Prepayments and Accrued Income 96,024
Due from Holding Company 1,294,072
---------
1,425,734
=========
Page 9
<PAGE>
Internet Protocols Limited
Notes to the Financial Statements
for the Period 24 August 1998 to 31 December 1999
6. CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
(pound)
Bank loans and overdrafts 6,857
Trade creditors 93,174
Finance lease liability
(secured) 9,786
Other creditors 336,037
Accrued Expenses 7,250
-------
453,104
=======
7. CREDITORS: AMOUNTS FALLING
DUE AFTER MORE THAN ONE YEAR
(pound)
Bank loans 11,646
Finance lease liability
(secured) 3,262
------
14,908
======
8. OPERATING LEASE COMMITMENTS
The following payments are committed to be paid within one
year:
(pound)
Expiring:
Between one and five years 95,424
======
9. SECURED DEBTS
The following secured debts are included within creditors:
(pound)
Bank loans 18,503
======
10. CALLED UP SHARE CAPITAL
Authorised:
Number: Class: Nominal
value: (pound)
200,000 Ordinary 1p 2,000
=======
Allotted, issued and fully paid:
Number: Class: Nominal
value: (pound)
121,348 Ordinary 1p 1,213
=======
Page 10
<PAGE>
Internet Protocols Limited
Notes to the Financial Statements
for the Period 24 August 1998 to 31 December 1999
10. CALLED UP SHARE CAPITAL - continued
Upon incorporation, the authorised share capital was
(pound)1,000 in (pound)1 Ordinary Shares. On 22 November 1999,
an increase of (pound)1,000 was made in the authorised share
capital to (pound)2,000. Also on 22 November 1999, the
authorised share capital was split into 200,000 1p Ordinary
shares.
1000 (pound)1 shares were issued during the year, for a total
consideration of (pound)1,266,401. After the share capital
split, a further 21,348 1p shares were issued for the
consideration of (pound)1,900,000.
11. SHARE PREMIUM
(pound)
Share premium on shares issued
in period 3,165,188
============
12. REVALUATION RESERVE
(pound)
Revaluation in year 282,000
=========
13. ULTIMATE PARENT COMPANY
The Ultimate parent company is Teltran International Inc,
incorporated in the USA.
14. TRANSACTIONS WITH DIRECTORS
James Muschette, a director of the company, was paid
(pound)32,041 during the time he was a director, for
consultancy services.
Expenses of (pound)917 were paid on behalf of the company by D
Scanlan, a director until 18 December 1999. Similarly,
expenses of (pound)7,735 were paid by S Saad on behalf of the
company, who ceased to be a director of the company on 18
December 1999. Expenses of (pound)5,126 were paid by N J V Le
Seelleur, who remained a director of the company at the period
end. These amounts are held as creditors of the company as at
31 December 1999.
15. RELATED PARTY DISCLOSURES
The Number Portability Company Limited, of which R Pellew and
D Scanlan are directors, was paid (pound)9,048 for consultancy
services during the period.
The Number Portability Company Limited also incurred expenses
on behalf of the company of (pound)290,125. This is held as a
creditor as at 31 December 1999.
Phillimore Finance Limited and Unicall Communications Limited,
of which both N J V Le Seelleur and S A Saad are directors,
incurred expenses on behalf of the company, of (pound)103 and
(pound)32,040 respectively. These amounts are held as
creditors as at 31 December 1999.
16. TRANSFER OF OWNERSHIP
On 18th December 1999, the entire share capital of the company
was acquired by Teltran International Inc.
Page 11
<PAGE>
Internet Protocols Limited
Trading and Profit and Loss Account
for the Period 24 August 1998 to 31 December 1999
<TABLE>
<CAPTION>
(pound) (pound)
<S> <C> <C>
Sales 18,115
Cost of sales:
Rackspace rental and bandwidth 48,132
Sale and leaseback of
2 Portmaster 4's with Xylan
switch 35,990
----------
84,122
----------
GROSS LOSS (66,007)
</TABLE>
Expenditure:
Directors' remuneration 2,917
Social security 312
Office salaries 2,917
Social security 312
Staff recruitment costs 9,000
Telephones 14,010
Printing, Post and Stationery 4,630
Computer maintenance costs 9,684
Office administration costs 3,000
General Office Expenses 5,879
Auditors remuneration 2,500
Legal and professional fees 28,001
Consultancy fees 267,584
Advertising 46,954
Entertainment 3,099
Motor and travel expenses 15,735
Rent and rates 22,952
Insurance 1,820
Light, Heat and Power 600
----------
<TABLE>
<S> <C> <C>
441,906
------------
(507,913)
Finance costs:
Bank Interest and Charges 2,107
Hire Purchase Interest 788
------------
2,895
------------
(510,808)
Depreciation:
Computer equipment 548,910
------------
Carried forward (1,059,718)
</TABLE>
This page does not form part of the statutory financial statements
Page 12
<PAGE>
Internet Protocols Limited
Trading and Profit and Loss Account
for the Period 24 August 1998 to 31 December 1999
<TABLE>
<S> <C> <C>
(pound) (pound)
Brought forward (1,059,718)
Loss on disposal of fixed assets:
Computer equipment 554,303
------------
NET LOSS (pound)(1,614,021)
============
</TABLE>
This page does not form part of the statutory financial statements
Page 13
