U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities and Exchange Act of
1934.
DIRECTION TECHNOLOGIES, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0413417
(State or other jurisdiction (I.R.S. Employer Identification
No.)
of incorporation or organization)
250 H Street, Suite 723, Blaine, Washington 98230
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (604) 683-6648
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
None
(Title of Class)
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIRECTION TECHNOLOGIES, INC.
Date: May 18, 1999. By: /s/__Dieter K. Schindelhauer
Dieter K. Schindelhauer,
Secretary/Treasurer
Special Power of Attorney
The undersigned constitute and appoint Dieter K.
Schindelhauer their true and lawful attorney-in-fact and agent
with full power of substitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form 10-
SB/A Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting such attorney-
in-fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that such attorney0in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Rolf K. Papsdorf
Rolf K. Papsdorf
President, Director
May 18, 1999
/s/ Dieter K. Schindelhauer
Dieter K. Schindelhauer
Secretary, Treasurer
(Principal Financial
and Accounting
Officer), Director
May 18, 1999
/s/ Kenneth B. Liebscher
Kenneth B. Liebscher
Director
May 18, 1999
EXHIBIT INDEX
Exhibit
Number
Description
Method of Filing
99.1
Direction Technologies,
Inc. - Report and Financial
Statements (Dated December
31, 1998)
See Below
99.2
Qiblah Technologies Ltd. -
Report and Financial
Statements (Dated February
28, 1998 and February 28,
1999
See Below
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
December 31, 1998
(Stated in US Dollars)
AUDITORS' REPORT
To the Directors,
Direction Technologies Inc.
We have audited the balance sheet of Direction Technologies Inc.
(A Development Stage Company) as at December 31, 1998 and the
statement of loss and deficit accumulated during the development
stage, stockholders' equity and cash flows for the period April
30, 1998 (Date of Incorporation) to December 31, 1998. 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 audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the company as at
December 31, 1998 and the results of its operations and its cash
flows for the period April 30, 1998 (Date of Incorporation) to
December 31, 1998, in accordance with generally accepted
accounting principles in the United States.
Vancouver, Canada
"AMISANO HANSON"
February 5, 1999
Chartered Accountants
Comments by Auditors for U.S. Readers on Canada - U.S. Reporting
Conflict
In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the opinion
paragraph) when there is substantial doubt about a company's
ability to continue as a going concern. The accompanying
financial statements have been prepared on the basis of
accounting principles applicable to a going concern which
assumes the realization of assets and discharge of liabilities in
the normal course of business. As discussed in Note 1 to the
accompanying financial statements in respect of the developmental
nature of the company and its losses from operations, substantial
doubt about the company's ability to continue as a going concern
exists. The accompanying financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Our report to the shareholders dated February 5, 1999 is
expressed in accordance with Canadian reporting standards, which
do not permit a reference to such uncertainty in the auditors'
report when the uncertainty is adequately disclosed in the
financial statements.
Vancouver, Canada
"AMISANO HANSON"
February 5, 1999
Chartered Accountants
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998 (Audited)
and January 15, 1999, Consolidated Pro-forma (Unaudited)
(Stated in US Dollars)
ASSETS
(Note 3)
(Unaudited)
Consolidated
Pro-forma
January 15,
December 31,
1999
1998
Current
Prepaid expenses
$ 1,385
$ 650
Inventory
21,065
- - -
22,450
650
License fees
50,000
- - -
Technology rights
519,679
- - -
Capital assets
825
- - -
$ 592,954
$ 650
LIABILITIES
Current
Bank indebtedness
$ 3,225
$ -
Accounts payable
78,218
1,500
81,443
1,500
Due to related parties
14,550
- - -
95,993
1,500
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998 (Audited)
and January 15, 1999, Consolidated Pro-forma (Unaudited)
(Stated in US Dollars)
STOCKHOLDERS' EQUITY
(Note 3)
(Unaudited)
Consolidated
Pro-forma
January 15,
December 31,
1999
1998
Share capital
Authorized:
50,000,000 common shares,
$0.001 par value
10,000,000 preferred shares,
$0.001 par value
Issued:
5,000,000 common shares,
$0.001 par value
5,000
- - -
Contributed surplus
495,000
- - -
Deficit accumulated during the
development stage
( 3,039)
( 850)
496,961
$ 850
$ 592,954
$ 650
Nature and Continuance of Operations - Note 1
Commitments - Note 7
APPROVED BY THE DIRECTORS:
/s/ , Director
/s/ , Director
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
STATEMENT OF LOSS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
for the period April 30, 1998 (Date of Incorporation)
to December 31, 1998 (Audited)
and the period January 1, 1999 to January 15, 1999
Consolidated Pro-forma (Unaudited)
(Stated in US Dollars)
(Note 3)
(Unaudited)
Consolidated
Pro-forma
April 30, 1998
January 1, 1999
(Date of
to
Incorporation) to
January 15,
December 31,
1999
1998
Expenses
Legal and accounting
$ -
$ 850
Office
733
- - -
Foreign exchange
1,456
- - -
Net loss for the period
2,189
850
Deficit, beginning of period
850
- - -
Deficit, end of period
$ 3,039
$ 850
Loss per share
$ -
$ -
Weighted average number of shares
outstanding
- - -
- - -
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the period April 30, 1998 (Date of Incorporation) to December
31, 1998 (Audited)
and the period January 1, 1999 to January 15, 1999
Consolidated Pro-forma (Unaudited)
(Stated in US Dollars)
(Note 3)
(Unaudited)
Consolidated
April 30, 1998
Pro-forma
(Date of Incor-
January 1, 1999 to
poration) to
January 15,
December 31,
1999
1998
Cash Flows from Operating
Activities
Net loss for the period
$ ( 2,189)
$ ( 850)
Changes in non-cash
working capital balances
related to
operations:
Prepaid expenses
( 735)
( 650)
Inventory
( 21,065)
- - -
Accounts payable
76,718
1,500
52,729
- - -
Investing Activity
Acquisition of license
fees
( 50,000)
- - -
Acquisition of
technology rights
( 19,679)
- - -
Acquisition of capital
assets
( 825)
- - -
Due to related parties
14,550
- - -
( 55,954)
- - -
Financing Activity
Proceeds from issuance
of common shares
- - -
- - -
Net decrease in cash
during the period
( 3,225)
- - -
Cash, beginning of the
period
- - -
- - -
Cash (bank indebtedness),
end of the period
$ ( 3,225)
$ -
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period April 30, 1998 (Date of Incorporation) to December
31, 1998
(Stated in US Dollars)
Deficit
Accumulated
Additional
During the
Common Shares
Paid-in
Development
#
Par Value
Capital
Stage
Total
Net loss for
the period
- - -
$ -
$ -
$ ( 850)
$ ( 850)
Balance, as
at
December
31, 1998
- - -
$ -
$ -
$ ( 850)
$ ( 850)
DIRECTION TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
for the period April 30, 1998 (Date of Incorporation) to December
31, 1998
(Stated in US Dollars)
Note 1 Nature and Continuance of Operations
The company currently is in the business of developing
the Qiblah Locator direction finding technology. In
addition, the company has a license for the exclusive
rights to manufacture and market a proprietary electric
vehicle technology on a world-wide basis.
These financial statements have been prepared on a going
concern basis. The company has accumulated a deficit of
$850 since incorporation. Its ability to continue as a
going concern is dependent upon the ability of the
company to generate profitable operations in the future
and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from
normal business operations when they come due.
The company was incorporated in Nevada on April 30, 1998
as Fuji International, Inc. and on December 28, 1998 the
company changed its name to Direction Technologies Inc.
Note 2 Summary of Significant Accounting Policies
The financial statements of the company have been
prepared in accordance with generally accepted
accounting principles in the United States. Because a
precise determination of many assets and liabilities is
dependent upon future events, the preparation of
financial statements for a period necessarily involves
the use of estimates which have been made using careful
judgement. Actual results may differ from these
estimates.
The financial statements have, in management's opinion,
been properly prepared within reasonable limits of
materiality and within the framework of the significant
accounting policies summarized below:
Development Stage Company
The company is a development stage company as defined in
Statement of Financial Accounting Standards No. 7. The
company is devoting substantially all of its present
efforts to the business of developing the Qiblah Locator
direction finding technology and manufacturing and
marketing a proprietary electric vehicle technology.
All losses accumulated since inception have been
considered as part of the company's development stage
activities.
Income Taxes
The company uses the liability method of accounting for
income taxes pursuant to Statement of Financial
Accounting Standards, No. 109 "Accounting for Income
Taxes".
Note 2 Summary of Significant Accounting Policies - (cont'd)
Loss Per Share
Loss per share has not been calculated as there were no
shares outstanding during the period.
Fair Value of Financial Instrument
The carrying value of accounts payable approximates fair
value because of the short term maturity of that
instrument.
Note 3 Unaudited Consolidated Pro-forma Financial Statements
The unaudited consolidated pro-forma financial statements
for Direction Technologies Inc. gives effect to the Qiblah
Technologies Limited acquisition, based on a preliminary
allocation of the total purchase cost. The historical financial
information has been derived from the respective historical
financial statements of Direction Technologies Inc. and Qiblah
Technologies Limited and should be read in conjunction with these
financial statements and the related notes incorporated by
reference in Form 10-SB/A.
The unaudited consolidated pro-forma balance sheet assumes
the acquisition took place as of January 15,1999 and allocates
the total purchase costs of the fair values of assets and
liabilities of Qiblah Technologies Limited based on a preliminary
valuation. The total estimated purchase cost of the Qiblah
Technologies Limited acquisition has been allocated on a
preliminary basis to assets and liabilities based on management's
estimates of their fair value with the excess of the purchase
costs over the net assets acquired allocated to technology
rights.
The unaudited consolidated pro-forma statements of
operations combines Direction Technologies Inc. historical
statements of operations for the period ended December 31, 1998
and Qiblah Technologies Limited historical statements of
operations for the year ended February 28, 1999 and gives effect
to the acquisition as if it occurred on January 15, 1999.
The unaudited consolidated pro-forma financial statements
are presented for illustrative purposes only and are not
necessarily indicative of the operating results or financial
position that would have occurred if the transaction has been
consummated at the dates indicated, nor is it necessarily
indicative of future operating results or financial position of
the combined companies.
Note 3 Unaudited Consolidated Pro-forma Financial Statements
- - - (cont'd)
DIRECTION TECHNOLOGIES INC.
UNAUDITED CONSOLIDATED PRO-FORMA BALANCE SHEET
as of January 15, 1999
Direction
Qiblah
Consolidated
Technologies
Technologie
s
Pro-forma
Inc.
Limited
Combined
Adjustments
Pro-forma
Current Assets
Prepaid expenses
$ 650
$ 735
$ 1,385
$ -
$ 1,385
Inventory
- - -
21,065
21,065
- - -
21,065
650
21,800
22,450
- - -
22,450
License fees
50,000
- - -
50,000
- - -
50,000
Technology rights
500,000
17,330
517,330
2,349
519,679
Capital assets
- - -
825
825
- - -
825
Total Assets
$ 550,650
$ 39,955
$ 590,605
$ 2,349
$ 592,954
Current
Liabilities
Bank
indebtedness
$ -
$ 3,225
$ 3,225
$ -
$ 3,225
Accounts payable
51,500
26,718
78,218
- - -
78,218
51,500
29,943
81,443
- - -
81,443
Due to related
parties
- - -
14,550
14,550
- - -
14,550
51,500
44,493
95,993
- - -
95,993
Share Capital
Common stock
5,000
29,317
34,317
( 29,317)
5,000
Contributed
surplus
495,000
6,920
501,920
( 6,920)
495,000
Deficit
( 850)
( 40,775)
( 41,625)
38,586
( 3,039)
Total
Stockholders
Equity
499,150
4,538
494,612
2,349
496,961
Total Liabilities
and
Stockholders
Equity
$ 550,650
$ 39,955
$ 590,605
$ 2,349
$ 592,954
Note 3 Unaudited Consolidated Pro-forma Financial Statements
- - - (cont'd)
DIRECTION TECHNOLOGIES INC.
UNAUDITED CONSOLIDATED PRO-FORMA STATEMENT OF LOSS
for the period January 1, 1999 to January 15, 1999
Direction
Qiblah
Consolida
ted
Technolog
ies
Technolog
ies
Pro-forma
Inc.
Limited
Combined
Adjustmen
ts
Pro-forma
Expenses
Office
$ -
$ 733
$ 733
$ -
$ 733
Foreign
exchange
- - -
1,456
1,456
- - -
1,456
$ -
$ 2,189
$ 2,189
$ -
$ 2,189
Note 4 Deferred Tax Assets
The Financial Accounting Standards Board issued
Statement Number 109 in Accounting for Income Taxes
("FAS 109") which is effective for fiscal years
beginning after December 15, 1992. FAS 109 requires the
use of the asset and liability method of accounting of
income taxes. Under the assets and liability method of
FAS 109, deferred tax assts and liabilities are
recognized for the future tax consequences attributable
to temporary differences between the financial
statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the
years in which those temporary differences are expected
to be recovered or settles.
The following table summarizes the significant
components of the company's deferred tax assets:
Total
Deferred Tax Assets
Non-capital loss carryforwards
$ 850
Gross deferred tax assets
$ 425
Valuation allowance for deferred tax asset
( 425)
$ -
The amount taken into income as deferred tax assets must
reflect that portion of the income tax loss
carryforwards which is likely to be realized from future
operations. The company has chosen to provide an
allowance of 100% against all available income tax loss
carryforwards, regardless of their time of expiry.
Note 5 Share Capital
Authorized:
50,000,000 common shares with a par value of $0.001 per
share
10,000,000 preferred shares with a par value of $0.001
per share
Note 6 Income Taxes
No provision for income taxes has been provided in these
financial statements due to the net loss. At December
31, 1998, the company has net operating loss
carryforwards, which expire in 2008 totalling $850, the
tax benefit of which has not been recorded in the
financial statements.
Note 7 Subsequent Events
(i) The company received $5,000 as
consideration for 5,000,000 common shares issued at a
price of $0.001 per share.
(ii) The company has offered, pursuant to an
offering memorandum, up to 550,000 shares at a price
of $0.50 per share. The offering is not subject to
any minimum subscription level.
(iii) On January 9, 1999, the company entered
into a license agreement whereby the company shall
have the exclusive rights to manufacture and market a
proprietary electric vehicle technology. To secure
this license the company is required to:
a) Pay $50,000 to the licensor;
b) Pay a royalty of 2% of the gross sales
price on each unit sold to the licensor; and
c) Use its best efforts in the development
and production of an electric vehicle suitable for
the commuter market.
The initial term of this agreement is for five years
from the date of approval by the regulatory
authorities and is renewable for another five years
unless the company does not achieve annual sales of
US$1,345,200 within the initial term.
(i) On January 12, 1999, the company entered
into a purchase agreement to acquire certain of the
assets of Qiblah International Industries Ltd.
("Qiblah"). Qiblah is a British Columbia corporation
which is engaged in the research, development,
manufacturing and marketing of the Qiblah Locator, a
proprietary direction finding technology. The
company is required to issue 5,000,000 common shares
at a deemed price of $0.10 per share to acquire the
technology. The cost of this acquisition will be
amortized over a four year period.
Note 8 Uncertainty Due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized
systems use two digits rather than four to identify a
year. Date sensitive systems may recognize the year
2000 as 1900 or some other date, resulting in errors
when information using the year 2000 date is processed.
In addition, similar problems may arise in some systems
which use certain dates in 1999 to represent something
other than a date. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000
and if not addressed, the impact on operations and
financial reporting may range from minor errors to
significant system failure which could affect an
entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the
Year 2000 Issue affecting the entity, including those
related to the efforts of customers, suppliers or other
third parties, will be fully resolved.
Registration No. 97/16605/06
FINANCIAL STATEMENTS
for the period ended 28 February 1998
APPROVAL OF FINANCIAL STATEMENTS
The financial statements for the period ended
28 February 1998 was
approved by the directors on 4 May, 1999 and
signed by:
DIRECTOR DIRECTOR
/s/R HUBSCH /s/A G JACQUESSON
MR R HUBSCH MR A G JACQUESSON
NICO VAN DER SMIT
Geoktrooieerde Rekenmeester (S.A.) Chartered Accountant (S.A.)
Openbare Rekenmeester en Ouditeur Public Accountant and Auditor
38 Rissik Str. 38 TEL: +27 (0)11 660-1604
P O Box /Posbus 399
KRUGERSDORP FAX : +27 (0)11 660-5608
KRUGERSDORP
1739
e-mail [email protected] 1740
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
QIBLAH TECHNOLOGIES LIMITED
Registration No. 97/16605/06
We have audited the annual financial statements set out on pages
three to nine. These financial statements are the
responsibility of the company's directors. Our responsibility
is to report on these financial statements.
We conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and
perform the audit to obtain reasonable assurance that, in all
material respects, fair presentation is achieved in the financial
statements. An audit includes an evaluation of the
appropriateness of the accounting policies, an examination, on a
test basis, of the evidence supporting the amounts and
disclosures included in the financial statements, an assessment
of the reasonableness of significant estimates and a
consideration of the appropriateness of the overall financial
statements presentation. We consider that our audit procedures
were appropriate in the circumstances to express our opinion
presented below.
In our opinion these financial statements fairly present the
financial position of the company for the period 1 July 1997 to
28 February 1998, and the results of its operations for the year
then ended in accordance with South African generally accepted
accounting practices and in the manner required by the Companies
Act.
/s/NICO VAN DER SMIT
NICO VAN DER SMIT
4 May 1999
Nico Anthonie van der Smit
B. Com. B. Rat. G.R. (S.A.)
Praktyk/Practice No. 956228
QIBLAH TECHNOLOGIES LIMITED
Reg. Nr. 97/16605/06
REPORT OF THE DIRECTORS FOR THE PERIOD 1 JULY 1997 TO 28 FEBRUARY
1998
(ALL CURRENCIES STATED ARE SOUTH AFRICAN RAND)
BUSINESS AND OPERATIONS
Manufacture, assembly, distribution and sale of electronic
components.
FINANCIAL SITUATION
The financial position of the Company is clearly stated in the
financial statements attached.
SHARE CAPITAL
The total Share Capital of the Company is as follows:
Ordinary Share Capital Authorized
20,000,000 @ ZAR0-01 ZAR200,000-00
Ordinary Share Capital Issued:
15,713,000 @ ZAR0.01 ZAR157,130-00
Share Premium
ZAR 21,870-00
DIRECTORS
Directors who served throughout the financial period under review:
Andre Ghalib Jacquesson
R. Hubsch
Z. Tayob
J.S. Wilson
SECRETARY
There was no secretary appointed for the year.
EVENTS AFTER YEAR-END
The directors are not aware of any significant occurrence, fact
or circumstance concerning the company, between the accounting
date and the date hereof which requires specific mention or
disclosure.
TRADING PRIOR TO INCORPORATION
The Company was incorporated on 2 October 1997 but financial
statements include pre-incorporation transactions.
Registration No. 97/16605/06
FINANCIAL STATEMENTS
for the period ended 28 February 1999
APPROVAL OF FINANCIAL STATEMENTS
The financial statements for the period ended
28 February 1999 was approved by the directors on 4 May,
1999 and signed by:
DIRECTOR DIRECTOR
/s/R HUBSCH /s/A G JACQUESSON
MR R HUBSCH MR A G JACQUESSON
NICO VAN DER SMIT
Geoktrooieerde Rekenmeester (S.A.) Chartered Accountant (S.A.)
Openbare Rekenmeester en Ouditeur Public Accountant and Auditor
38 Rissik Str. 38 TEL: +27 (0)11 660-1604
P O Box /Posbus 399
KRUGERSDORP
FAX : +27 (0)11 660-5608
KRUGERSDORP
1739
e-mail [email protected] 1740
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
QIBLAH TECHNOLOGIES LIMITED
Registration No. 97/16605/06
We have audited the annual financial statements set out on pages
three to nine. These financial statements are the
responsibility of the company's directors. Our responsibility
is to report on these financial statements.
We conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and
perform the audit to obtain reasonable assurance that, in all
material respects, fair presentation is achieved in the financial
statements. An audit includes an evaluation of the
appropriateness of the accounting policies, an examination, on a
test basis, of the evidence supporting the amounts and
disclosures included in the financial statements, an assessment
of the reasonableness of significant estimates and a
consideration of the appropriateness of the overall financial
statements presentation. We consider that our audit procedures
were appropriate in the circumstances to express our opinion
presented below.
In our opinion these financial statements fairly present the
financial position of the company for the period 1 July 1998 to
28 February 1999, and the results of its operations for the year
then ended in accordance with South African generally accepted
accounting practices and in the manner required by the Companies
Act.
/s/NICO VAN DER SMIT
NICO VAN DER SMIT
4 May 1999
Nico Anthonie van der Smit
B. Com. B. Rat.. G.R. (S.A.)
Praktyk/Practice No. 956228
QIBLAH TECHNOLOGIES LIMITED
Reg. Nr. 97/16605/06
REPORT OF THE DIRECTORS FOR THE YEAR ENDED 28 FEBRUARY 1999
(ALL CURRENCIES STATED ARE SOUTH AFRICAN RAND)
BUSINESS AND OPERATIONS
Manufacture, assembly, distribution and sale of electronic
components.
FINANCIAL SITUATION
The financial position of the Company is clearly stated in the
financial statements attached.
SHARE CAPITAL
The total Share Capital of the Company is as follows:
Orinary Share Capital Authorised 20,000,000 @ R0-01 R200,000-00
Orinary Share Capital Issued: 16,917,000 @ R0.01 R169,170-00
Share Premium R39,930-00
DIRECTORS
Directors who served throughout the financial period under review:
Andre Ghalib Jacquesson
R. Hubsch
Z. Tayob - Resigned on 1 April 1998
J.S. Wilson - Resigned on 1 May 1998
SECRETARY
There was no secretary appointed for the year.
EVENTS AFTER YEAR-END
The directors are not aware of any significant occurrence, fact or
circumstance concerning the company, between the accounting date
and the date hereof which requires specific mention or disclosure.
QIBLAH TECHNOLOGIES LTD
BALANCE SHEET AT 28
FEBRUARY 1998 AND 1999
(All Currencies stated are in South
African Rands = ZAR)
NOTES
1999
1998
ZAR
ZAR
ASSETS
FIXED ASSETS
2
47,588.00
40,219.00
OTHER ASSETS
3
100,000.00
100,000.00
CURRENT ASSETS
127,191.20
123,930.82
Debtors, deposits &
prepayments
4,240.67
1,624.08
Call Account
1,397.92
1,285.56
Stock
4
121,552.61
121,021.18
TOTAL ASSETS
274,779.20
264,149.82
LIABILITIES
LONGTERM LIABILITIES
5
83,955.97
94,682.81
CURRENT LIABILITIES
174,184.81
124,689.17
Creditors
154,175.63
106,506.27
Bank Overdraft
20,009.18
18,182.90
TOTAL LIABILITIES
258,140.78
219,371.98
NET ASSETS/(LIABILITIES)
16,638.42
44,777.84
CAPITAL & RESERVES
SHARE CAPITAL
6
169,170.00
157,130.00
SHARE PREMIUM
6
39,930.00
21,870.00
ACCUMULATED LOSS
7
(192,461.58)
(134,222.16)
SHAREHOLDERS FUNDS
16,638.42
44,777.84
QIBLAH TECHNOLOGIES LTD
Registration No. 97/16605/06
INCOME STATEMENT FOR THE YEAR ENDED 28
FEBRUARY 1999
(All Currencies stated are in South
African Rands = ZAR)
NOTES
INCOME
LESS: COST OF SALES
Opening Stock
Production Cost
Purchases
Consulting Fees
Freight & Delivery
Packaging
Research & Development
Costs
Closing Stock
OTHER INCOME
Interest
TOTAL INCOME
LESS: EXPENSES
Auditing Fees
Advertising - Trade
Advertising - Investor
Bank Charges
Bank Interest
Depreciation
Director renumeration
Donations
Fuel &
Oil
Legal
Fees
Loss on Foreign Exchange
Marketing Fees
Motor Vehicles Expenses
Other Expenses
Overseas Traveling Expenses
Printing & Stationery
Promotional Expenses
Rent
Repairs & Maintenance
Software
Subscriptions
Telephone & Postage
Traveling & Subsistence
NET PROFIT/(LOSS) FOR THE
YEAR
TAXATION
8
NET PROFIT/(LOSS) AFTER
TAXATION
RETAINED INCOME/(ACCUMULATED LOSS)
BEGINNING OF THE YEAR
RETAINED INCOME/(ACCUMULATED LOSS) AT THE END OF THE YEAR
QIBLAH TECHNOLOGIES LTD
Registration No. 97/16605/06
CASHFLOW STATEMENT FOR THE YEAR ENDED 28
FEBRUARY 1999
(All Currencies stated are in South
African Rands = ZAR)
CASHFLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) Before
Taxation and Dividend
Adjustments:
Depreciation
Interest Paid
CASHFLOW BEFORE WORKING CAPITAL MOVEMENTS
WORKING CAPITAL MOVEMENTS
Decrease/(Increase) in
Debtor
(Decrease)/Increase in
Creditor
Decrease/(Increase) in Stock
CASHFLOW FROM OPERATING ACTIVITIES
Interest
Paid
NET CASHFLOW FROM OPERATING ACTIVITIES
NET CASHFLOW FROM INVESTMENT ACTIVITIES
Additions to Fixed Assets
Additions to Other Assets
NET CASHFLOW FROM BUSINESS ACTIVITIES
CASHFLOW FROM FINANCE
ACTIVITIES
Cashflow from Share Capital
Cashflow from Long-term
Liabilities
Cashflow from Bank Overdraft
Cash and Cash equivalents
for the year
Cash and Cashequivalents at beginning of
the year
Cash and Cashequivalents at
end of the year
QIBLAH TECHNOLOGIES LTD
Registration No. 97/16605/06
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28
FEBRUARY 1998 AND 1999
(All Currencies stated are in South
African Rands = ZAR)
ACCOUNTING POLICIES
The most important accounting policies employed by the company are
detailed below. Except where otherwise
indicated the policies are consistent with
those employed in previous years.
1.1
PRESENTATION
The financial statements of the company are
prepared on the historical cost basis.
1.2
FIXED ASSETS AND DEPRECIATION
Fixed assets are reflected at cost less accumulated
depreciation. Depreciation is provided on the straight line
basis at rates which will reduce the cost of the assets to
estimated residual values over their expected useful
lives.
The most important rates of
depreciation are:
Furniture &
Fittings - 10%
Office Equipment
- - - 20%
Computer & Printer
- - - 33.33%
1.3
STOCK
Stock is valued at the lower of cost price or net realisable
value on the first in first out basis. Unfinished goods
are valued at cost price, relative to
the stage of completion.
1.4
FOREIGN CURRENCIES
Transactions in foreign currencies during the year are
translated at the rate ruling on the transaction date, or
forward cover rate, where forward cover contracts are
considered to be integral to the transactions. Assets
and liabilities in foreign currencies are translated at the
rate ruling at year end, except where they are subject
to forward cover
contracts.
1.5
DEFERRED TAX
Deferred tax is provided for using the comprehensive liability
method after taking into account assessed or
estimated tax losses. Provision is made for the future income
tax liability on timing differences which arise
when income and expense items are recognised in different
periods for accounting and tax purposes.
1999
1998
ZAR
ZAR
2.
FIXED ASSETS
DESCRIPTION
COST
PRICE
OPENING
ACCUMULATED
CLOSING
BOOK VALUE
DEPRECIATI
ON
BOOK VALUE
ZAR
ZAR
ZAR
ZAR
Electronic equipment
29,005.7
0
11,150.00
6,608.70
22,397.00
Furniture & Fittings
1,800.00
1,740.00
240.00
1,560.00
Office Equipment
8,020.95
7,352.00
2,272.95
5,748.00
Trade Fair Display
Panels
5,149.95
4,977.00
687.95
4,462.00
Trial Mould for Qiblah
Locator
15,789.4
8
15,000.00
2,368.48
13,421.00
59,766.0
8
40,219.00
12,178.08
47,588.00
FIXED ASSETS
RECONCILIATION
Computer
Furnitur
e &
Office
Trade Fair
Trial
Mould -
& Printer
Fittings
Equipment
Display
Panels
Q.
Locator
Book Value
11,150.00
1,740.00
7,352.00
4,977.00
15,000.00
Plus:
Purchases
16,077.63
- - -
- - -
- - -
- - -
Less:
Depreciation
4,830.63
180.00
1,604.00
515.00
1,579.00
Book Value 28/2/99
22,397.00
1,560.00
5,748.00
4,462.00
13,421.00
TOTAL
47,588.00
3.
OTHER ASSETS
100,000.00
100,000.00
Intellectual Property for the
Licensing rights to develop and
manufacture Qiblah
Locators.
4.
STOCK
121,552.61
121,021.18
Stock consists of components for the
assembly of
Qiblah Locators.
5.
LONG TERM LIABILITIES
5.1
Loan account
Maurice Jacquesson
2,498.57
2,498.57
5.2
Loan account R
Hubsch
1,489.95
(723.82)
5.3
Loan account R
Papsdorf
79,967.45
92,908.06
83,955.97
94,682.81
Unsecured , interest free loans with
no fixed terms of
repayment.
(All Currencies stated are in South
African Rands = ZAR)
6.
SHARE CAPITAL
AUTHORISED
20,000,000 Ordinary Shares of R0-01
each
200,000.00
200,000.00
ISSUED
16,917,000 Ordinary Shares of R0-01
each
169,170.00
157,130.00
SHARE PREMIUM
39,930.00
21,870.00
Balance Previous year
21,870.00
- - -
24,000 Ordinary Shares
@ R0.49
11,760.00
- - -
70,000 Ordinary Shares
@ R0.09
6,300.00
- - -
100,000 Ordinary Shares
@ R0.09
- - -
9,000.00
13,000 Ordinary Shares
@ R0.99
- - -
12,870.00
All the shares were issued to share
holders but the statutory
requirements were not complied with
as registration of the
allotments at the Registrar of
Companies are still in progress.
7.
DISTRIBUTABLE RESERVES/(ACCUMULATED LOSSES)
Distributable Reserves/(Accumulated losses)
beginning of the year
(134,222.1
6)
- - -
Profit/(Loss) for the
Year
(58,239.42
)
(134,222.1
6)
Distributable Reserves/(Accumulated losses) at
the end of the year
(192,461.5
8)
(134,222.1
6)
8.
TAXATION
Net profit/(loss) for
the year
(58,239.42
)
(134,222.1
6)
Plus
:
Donations
- - -
34.00
Advertising -
Investor
- - -
1,083.67
Legal Fees
- - -
10,342.11
CALCULATED PROFIT/(LOSS) FOR THE
YEAR
(58,239.42
)
(122,762.3
8)
PROFIT/(LOSS) FOR THE PREVIOUS YEAR
(122,762.3
8)
- - -
CALCULATED PROFIT/(LOSS) AT THE END OF THE
YEAR
(181,001.8
0)
(122,762.3
8)
Therefore no tax is
provided for.
9.
CAPITAL COMMITMENTS
The directors are not aware of any material capital commitments
outside the ordinary course of business.
10.
CONTINGENT LIABILITIES
The directors are not aware of any contingent liabilities
incurred by the company.
11.
CURRENCY RESTRICTIONS
South African authorities has certain currency
restrictions with foreign countries.
Every foreign transaction must be approved by the SA
Reserve bank via the commercial banks.
9
13
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