<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from: ______________ to ______________
Commission file number: 87-0438458
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<TABLE>
<S> <C>
FORLINK SOFTWARE CORPORATION, INC.
---------------------------------------------------------------------------------------------------------------------------
(Name of small business issuer as specified in its charter)
NEVADA 84- 0438458
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
FANG YUAN MANSION 9F, BAISHIQIAO ROAD NO. 54, HAIDIAN DISTRICT, BEIJING CHINA N/A
---------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Issuer's telephone number: 011-8610-88026368
-----------------
Securities registered under Section 12(b) of the Exchange Act: NONE
----
Securities registered under Section 12(g) of the Exchange Act: NONE
----
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $67,238
--------
As of September 5, 2000 the aggregate market value of the voting stock
held by non-affiliates, approximately 5,900,000 shares of Common Stock, was
approximately $14,012,500 based on an average of the bid and ask prices of
approximately $2.375 per share of Common Stock on such date.
The number of shares outstanding of the issuer's Common Stock, $.001
par value, as of September 5, 2000 was 25,400,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE: .
-----------
Transitional Small Business Disclosure Format (check one):
Yes [ ]; No [X]
<PAGE> 2
PART I
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both statements
of historical facts and forward looking statements. Forward looking statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially for those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulatory
authorities, (iii) statements of future economic performance, and (iv)
statements of assumptions underlying other statements and statements about the
Company or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act. Forward
looking statements are beyond the ability of the Company to control and in many
cases the Company cannot predict what factors would cause results to differ
materially from those indicated by the forward looking statements.
ITEM 1. DESCRIPTION OF BUSINESS.
(a) Business Development.
History of the Company
Forlink Software Corporation, Inc., formerly Light Energy Management,
Inc. and formerly Why Not?, Inc., (the "Company" or the "Registrant"), is a
Nevada corporation which was originally incorporated on January 7, 1986 as Why
Not?, Inc. under the laws of the State of Utah and subsequently reorganized
under the laws of Nevada on December 30, 1993. The Company's reorganization plan
was formulated for the purpose of changing the state of domicile and provided
that the Company form a new corporation in Nevada which acquired all of the
contractual obligations, shareholder rights and identity of the Utah
corporation, and then the Utah corporation was dissolved. The Company is in the
developmental stage, and its operations to date have been limited.
Merger with Teknocapital Finance Ltd.
In May of 1998, the Company entered into an agreement under the terms
of which it intended to merge with Teknocapital Finance Ltd., ("Teknocapital").
Pursuant to that merger agreement, the shareholders of Teknocapital would
exchange 100% of the issued and outstanding shares of Teknocapital
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<PAGE> 3
for 4,000,000 of the Company's common stock. Pursuant to that agreement, the
existing Board of Directors of Why Not?, Inc. resigned. New members were
appointed to fill their vacancies and Teknocapital management assumed
responsibility for the Company's affairs.
Thereafter, the merger agreement with Teknocapital was substantially
modified. Specifically, the consideration given for the issuance of the
4,000,000 shares of the Company's common stock was changed from 100% of the
issued and outstanding shares of Teknocapital to the execution of promissory
notes totaling $275,000 payable to the Company by Harrop & Co. With the
execution of these promissory notes, the merger with Teknocapital was abandoned
and the Company continued its activities as an unfunded venture in search of a
suitable business acquisition or business combination. In November 1998 the
Company's name was changed to Light Energy Management, Inc. in anticipation of
merging with another company. The merger did not occur, but the Company was
unable to register the old name of Why Not?, Inc.
Plan of Reorganization with Beijing Forlink Software Technology Co.
Ltd.
On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing Forlink
Software Technology Co., Ltd., (hereinafter "BFSTC"), under the terms of which
BFSTC gained control of the Company. Pursuant to the Plan of Reorganization, the
Company acquired 100% of the issued and outstanding shares of BFSTC in exchange
for 20,000,000 shares of the Company's authorized, but unissued, common stock.
BFSTC is engaged in the Internet e-commerce and Internet software development
business, and the Internet vertical portal business. The business of BFSTC has
become the business of the Company.
(b) Business of the Company
The Company's business is now focused in two areas: (1) building and
operating an Internet destination site and e-commerce site, and (2) developing
Internet tools to help other businesses to enter e-commerce business. All of the
Company's business is conducted in the People's Republic of China.
Internet Destination Site
An Internet destination site is different from general-purpose portal
site. A general-purpose portal site provides directories and search engines to
help users to find information on line. Most of the portal sites also provide
news and other services. A destination site, however, is focused on one sector
or even one product. After analyzing China's Internet market and the development
stage it was in, considering the fact that several large general purpose portal
sites were already in place, BFSTC chose to set up a software destination site,
Softhouse (www.softhose.com.cn), as its first destination site. The Company
plans to develop more destination sites later. It has chosen to start with the
software sector because: (1) China's software development was one step behind
other developed countries; (2) most of the Chinese Internet users were
interested in gaining access to new software; (3) none of the existing software
sites in China were advanced enough to meet users demand; and (4) BFSTC's
software engineers had been in the software business for many years and know the
software market well.
Softhouse
Softhouse hosts software information, online software sales, online
software auctions, free software downloading and software forums. Softhouse
sells over 10,000 domestic software titles, and provides detailed product
introduction and links to software vendors.
Software Information
At Softhouse, users can get timely software information from around the
world, such as sector news, software company news, new product introduction,
upcoming product introduction, etc. Users can easily search for specific
software information, price, and customer comments and suggestions.
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Online Software Sales and Auction
Softhouse sells software in two ways: online supermarket and online
auction. Since BFSTC will sell to the end users directly online, no storefront
rental will be paid and inventory is kept low. In fact, some orders are shipped
to customers by the software vendors directly. Management expects that such cost
savings will make the Company's prices competitive. Online sales remove space
and time restrictions so that the Company can sell to customers worldwide 24
hours a day, 7 days a week. There are over 10,000 software titles available,
which include almost all titles available in China. Customers can quickly find
the software title they are looking for via category search or multiple keyword
rapid search. The Company believes that these advantages over traditional sales
channels make Softhouse attractive to consumers.
Online auction is another sales model that brings customers and vendors
closer to each other. There are new titles on auction every day, with a starting
bid of 1 Yuan. The auction not only attracts customer participation, it also
provides vendors with reference on how their software should be priced in the
future.
Free Software Downloading
Free software attracts a lot of users to Softhouse. There are many
organizations and individuals providing free software downloading. The Company
tries to collect as many titles as possible. There are over 8,000 titles of free
software available on Softhouse right now and the number is increasing at about
100 titles per day. The Company provides category search and multiple keyword
rapid search to help users find the software title they are looking for quickly
and conveniently.
Software Forum
Software Forum is site maintained by the Company for users to
communicate with each other, publish suggestions, tips and information, look for
help and help others. Forums are categorized according to software category.
Users can also open up new forums according to their own interests. The
Company's goal is to build Software Forum as a virtual community to attract more
users. More visitors to the Company's site will bring more value to the site.
Software Publishing
Traditional methods of software publishing are costly and time
consuming. Publishing new products on the Internet is much faster and cheaper.
The Company hopes that Softhouse will become China's online software publishing
platform, where vendors will be able to quickly present their new products to
larger numbers of software users with very little advertising cost. The
Company's strategy for Softhouse is to provide top quality service and attract
large number of visitors so revenue can be generated through both online sales
and online advertising.
Internet Tools
BFSTC has developed its own Internet tool product line: a carrier scale
electronic messaging system For-Mail and an enterprise e-commerce system For
e-business. Both products have been successfully implemented by customers.
For-Mail has been deployed to provide free e-mail service on one of a high
profile portal sites in China, www.tonghua.com.cn. Users have praised the system
as fast, stable, and easy to use. For-Business has been successfully running on
the site owned by one of the largest Chinese computer company, Legend, and one
Japanese giant, Toshiba: www.ltclub.legend.com.cn.
For-Mail V3.0
For-Mail is a large scale messaging system, designed for ISPs, free
e-mail service providers and other companies that need a scalable, stable,
administrable e-mail system. It runs on UNIX or LINUX platforms. Unlike other
email systems, such as sendmail, For-Mail e-mail has a WEB MAIL subsystem.
E-mail users can complete their e-mail operation on their browser.
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<PAGE> 5
For-Business
For-Business is a complete e-commerce system that runs on UNIX or LINUX
platforms. It is clean and requires little data transfer. It is also secure,
stable and scalable. It has a friendly user interface and supports remote
maintenance. For-Business has the follow subsystems:
(a) Product registry
(b) Product search
(c) Online shopping
(d) Order sheet inquiring online
(e) Administration system
(f) Supplier inquiring
(g) Dealer support system
(h) Product release system
(i) Post-sale service and support
Market Environment: The Number of Internet Users in China
The size of the Company's market depends on the number of users in
China. According to the China Internet Network Information Center statistics,
the number of Internet users in China was 670,000 in December 1997. The number
reached 2,100,000 by the end of 1998. In June 1999, that number surged to
4,000,000. Although this number is still relatively small, it is increasing at
the rate of 200% per year, though there obviously is no assurance that it will
continue to increase at that rate in the future. It is estimated that by the end
of the year 2000, the number of Internet users in China will reach 15,000,000.
Online Payment
The success of online software sales also depends on the availability
of secure, convenient, online payment services. Chinese banks are implementing
online payment systems. China Merchant Bank, Bank of China and China
Construction Bank have started providing Internet online payment services. It is
the Company's understanding that by early 2000, an authorizing center, led by
the Bank of China, with the participation of 11 major Chinese banks, will be
online.
Delivery of Orders
Presently there are several ways for delivering an order to a customer.
1) Postal Service. It is cheap (usually 10 Yuan for delivering a
software CD or diskette), but it is slow (usually takes 3 to 10
days).
2) EMS and other express delivery. It is fast (usually 1 to 4 days),
but it is more expensive (usually 30 Yuan).
3) Delivery provided by the Company. Within the Beijing city limits,
software can be delivered to the customer the same day for free. As
more warehouses are established in other cities, it is expected that
the same service will be available in other cities, too. Currently,
the Company has no such warehouses.
Competition to Softhouse (www.software.com.cn)
As a software e-commerce site, Softhouse's main competitor is Lian Bang
Software Co. Lian Bang is one of China's largest software sales chains. It
understands the software market well and has good software sales experience. It
also has well-established relations with software vendors. However, its online
sales competes with its own software retail chain. And the Company perceives
that Lian Bang lacks Internet technical personnel which limits its ability to
further develop on the Internet.
Lian Bang's 8848.net is an e-commerce site. It not only sells software,
it also sells hardware, books and even food. On the other hand, Softhouse is a
software destination site. It focuses on the
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software business and tries to establish a software online community. The
Company's theme and direction is different from that of Lian Bang.
Major Chinese portal sites such as Sohu, Sina.com and Netease.com may
compete with Softhouse for advertising clients. But since Softhouse will be
mainly targeting a specific group of advertising clients, namely clients in the
software sector, the Company hopes to limit competition from these portal sites.
Competition in the Internet Tool Market
The following two Chinese companies have products that are similar to
the Company's Carrier Scale Electronic Messaging (e-mail) System:
(a) Netease is the first company in China to develop a large-scale
e-mail server system and currently has the largest market share in China. But
the Company perceives that Netease's e-mail server has problems in its system
design that makes it hard for that system to handle more than 300,000 users. The
Company's For-Mail system can easily handle over one million users. Also,
Netease has started to provide free e-mail service and may no longer put much
effort into the e-mail system development.
(b) Asiainfo's e-mail server is based on a very expensive hardware
system, while For-Mail can run on a wide range of machines, from PC servers to
high-end servers.
The main competitor in the US market would be software.com. The
Company's For-Mail is comparable to software.com's products, yet management
believes For-Mail's price can be set at less than half of software.com's prices.
E-Commerce System
Right now there is no well-known e-commerce system in the Chinese
market. There are many e-commerce solution providers in the US and international
markets. Those easy to-use, wizard-driven catalog builders for small business
sell for as low as $399. The more sophisticated ones (those that are comparable
to For-Business in features), designed for the large enterprise and for more
serious e-commerce applications, sell for more than $3,000 for single storefront
license and over $6,000 for multiple storefront license. Again, with the
Company's low labor cost, For-Business can be marketed at a price that is much
lower than the price of comparable products.
Effect of Governmental Approval and Regulation
The Company is subject to various laws and governmental regulations
applicable to business generally. The Company believes it is in compliance with
such laws and that such laws do not have a material impact on its operations.
Cost of Environmental Regulation
The Company anticipates that it will have no material costs associated
with compliance either with federal, state or local environmental law.
Employees
The Company currently has approximately 54 full-time employees.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company currently owns no real property and rents its facilities in
Beijing, China. It presently leases space at Fang Yuan Mansion 9F, Baishiqiao
Road No. 54, Haidian District in Beijing, China.
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<PAGE> 7
The Company has no particular policy regarding each of the following
types of investments: (1) investments in real estate or interests in real
estate; (2) investments in real estate mortgages; or (3) securities of or
interests in entities primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings involving the Company.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
The Company did not submit any matter to a vote of the shareholders in
1999. All action taken by shareholders in 1999 was taken via written consent of
a majority of shareholders as provided for under the laws of the State of
Nevada.
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<PAGE> 8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Common Stock of the Company is currently trading on the Over the
Counter Bulletin Board system under the symbol "FRLK". Prior to November of
1999, the Company traded under the symbol "YNOT". There is no assurance that the
Common Stock will continue to be quoted or that any liquidity exists for the
Company's shareholders.
The following table sets forth the range of high and low bid prices for
the Company's Common Stock for each quarterly period indicated as reported by
the NASDAQ's Historical Research Department. Quotations reflect inter-dealer
prices without retail markup, markdown or commissions and may not represent
actual trades.
Common Stock
<TABLE>
<CAPTION>
Quarter Ended High Bid Low Bid
------------------ -------- --------
<S> <C> <C>
June 30, 2000 $ 9.50 $ 4.406
March 31, 2000 $ 23.50 $ 7.25
December 31, 1999 $ 8.125 $ 0.0313
September 30, 1999 $ 0.10 $ 0.02
June 30, 1999 $ 0.09 $ 0.05
March 31, 1999 $ 2.00 $ 0.035
December 31, 1998 $ 0.70 $ 0.875
September 30, 1998 $ 0.19 $ 0.22
June 30, 1998 $ 0.625 $ 0.875
</TABLE>
Holders
As of August 24, 2000, there were 25,400,000 shares of the Company's
common stock outstanding held of record by approximately 832 persons, and in
street name by approximately 1188 additional persons.
Dividends
The Company has never paid cash dividends on its Common Stock and does
not intend to do so in the foreseeable future. The Company currently intends to
retain its earnings for the operation and expansion of its business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: well-established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials, ability to compete as a start-up company in a highly competitive
market, and access to sources of capital.
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<PAGE> 9
Plan of Operation
During the year 2000, the Company intends to expand its operations as a
computer software provider. Management plans to establish the Company's Internet
infrastructure, including the acquisition and installation of appropriate
computer equipment, as well as establish a program for the promotion of the
Company's services. Management has established a budget of $2,500,000 for its
operations in 2000.
Management anticipates that the acquisitions and installation of
equipment and establishment of a promotion program will be paid for from funds
the Company will receive from planned business activities or financing
arrangements. The Company presently is attempting to raise additional capital
through a private placement of the Company's securities. It is possible that the
Company may not receive such funds, in which case the Company's plans to install
its computer systems and promote its business will be postponed and may not
occur unless substitute funding can be obtained. The Company's current cash on
hand is insufficient to meet the Company's capital needs for the next 12 months.
In the event the Company does not obtain the planned funding,
management intends to pursue business ventures with other companies within the
computer industry in China. Management believes that such ventures will allow
the Company to continue its operations until adequate funding is available for
the Company's independent operations. Of course, the ability of the Company to
enter into such ventures is contingent upon management's ability to locate a
suitable business partner and negotiate an acceptable arrangement for the
Company.
ITEM 7. FINANCIAL STATEMENTS.
The information required by Item 7 and an index thereto commences on page F-1,
which pages follow this page.
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Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Report of Independent Certified Public Accountants
and Consolidated Financial Statements
December 31, 1999 and 1998
Index To Consolidated Financial Statements
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Certified Public Accountants F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders' Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
</TABLE>
F-1
<PAGE> 11
Report of Independent Certified Public Accountants
To the Board of Directors of
Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
We have audited the accompanying consolidated balance sheets of Forlink
Software Corporation, Inc. as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year ended December 31, 1999 and the period from inception (November 11,
1998) to December 31, 1998. These consolidated 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 generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatements. 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Forlink Software Corporation, Inc. as of December 31, 1999 and 1998 and the
results of its consolidated operations and cash flows for the year ended
December 31, 1999 and the period from inception (November 11, 1998) to December
31, 1998, in conformity with generally accepted accounting principles in the
United States of America.
/s/ BDO International
----------------------------
BDO International
Certified Public Accountants
Hong Kong,
February 21, 2000
F-2
<PAGE> 12
Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Consolidated Balance Sheets
(Expressed in US Dollars)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 856,233 $ 88,964
Accounts receivable 1,690 --
Other receivables, deposits and prepayments 17,044 28
Inventories (Note 4) 34,286 --
------------ ------------
Total current assets 909,253 88,992
Plant and equipment, net (Note 5) 43,792 30,082
------------ ------------
Total assets $ 953,045 $ 119,074
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Amounts due to stockholders (Note 6) $ 120,773 $ --
Other payables and accrued expenses (Note 7) 560,476 4,720
Other taxes payable (Note 8) 1,100 28
------------ ------------
Total current liabilities 682,349 4,748
------------ ------------
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock, par value $0.001 per share;
100,000,000 shares authorized; 25,000,000 and
20,000,000 shares issued and outstanding,
Respectively 25,000 20,000
Additional paid-in capital 250,630 100,773
Accumulated losses (4,934) (6,447)
Total stockholders' equity 270,696 114,326
Total liabilities and stockholders' equity $ 953,045 $ 119,074
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 13
Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Consolidated Statements of Operations
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Period from
inception
(November 11,
Year ended 1998) to
December 31, December 31,
1999 1998
-------------- --------------
<S> <C> <C>
Net sales $ 67,238 $ --
Cost of sales (17,200) --
-------------- --------------
Gross profit 50,038 --
Selling expenses (8,992) --
General and administrative expenses (40,975) (6,447)
-------------- --------------
Operating income/(loss) 71 (6,447)
Other income, including interest of $1,432 1,442 --
Income/(loss) before income tax 1,513 (6,447)
Provision for income tax (Note 10) -- --
-------------- --------------
Net income/(loss) $ 1,513 $ (6,447)
============== ==============
Earnings/(loss) per share - basic and diluted $ -- $ --
============== ==============
Weighted average common shares
Outstanding - basic and diluted 20,833,000 20,000,000
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 14
Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Consolidated Statements of Stockholders' Equity (Deficiency)
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Common Stock
---------------------------
Number Additional Total
Of Paid-in Subscription Accumulated Stockholders'
Shares Amount Capital Receivable Losses Equity
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance,
November 11, 1998 -- $ -- $ -- $ -- $ -- $ --
Issuance of
Common stock
to BFST
Stockholders 20,000,000 20,000 100,773 -- -- 120,773
Net loss -- -- -- -- (6,447) (6,447)
------------ ------------ ------------ ------------ ------------ ------------
Balance,
December 31,
1998 20,000,000 20,000 100,773 -- (6,447) 114,326
Return of capital
to BFST
Stockholders -- -- (120,773) -- -- (120,773)
Issuance of common
stock in connection
with reverse
Acquisition
(Note 1) 5,000,000 5,000 270,630 (275,000) -- 630
Payment of
Subscriptions
Receivable
(Note 3) -- -- -- 275,000 -- 275,000
Net income -- -- -- -- 1,513 1,513
------------ ------------ ------------ ------------ ------------ ------------
Balance,
December 31,
1999 25,000,000 $ 25,000 $ 250,630 $ -- $ (4,934) $ 270,696
============ ============ ============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 15
Forlink Software
Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Consolidated Statements of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Period from
inception
(November 11,
Year ended 1998) to
December 31, December 31,
1999 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Net income/(loss) $ 1,513 $ (6,447)
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation of plant and equipment 4,773 --
Changes in:
Accounts receivable (1,690) --
Other receivables, deposits and prepayments (17,016) (28)
Inventories (34,286) --
Other payables and accrued expenses 55,756 4,720
Other taxes payable 1,072 28
-------------- --------------
Net cash provided by/(used in) operating activities 10,122 (1,727)
-------------- --------------
Cash flows from investing activities
Acquisition of plant and equipment (18,483) (30,082)
Acquisition of a subsidiary -- 120,773
-------------- --------------
Net cash provided by/(used in) investing activities (18,483) 90,691
-------------- --------------
Cash flows from financing activities
Payment of common stock subscription receivable 275,000 --
Monies received from a potential investor 500,000 --
Capital contribution by a stockholder 630 --
-------------- --------------
Net cash provided by financing activities 775,630 --
-------------- --------------
Net increase in cash and cash equivalents 767,269 88,964
Cash and cash equivalents at beginning of year 88,964 --
-------------- --------------
Cash and cash equivalents at end of year $ 856,233 $ 88,964
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 16
Forlink Software Corporation, Inc.
(Formerly known as Why Not?, Inc.)
Notes To Consolidated Financial Statements
(Expressed in US Dollars)
Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Beijing Forlink Software Technology Co., Ltd. ("BFST") was established
in the People's Republic of China (the "PRC") on November 11, 1998 as a limited
liability company. It commenced operations in May 1999 and is engaged in the
provision of e-commerce and Internet information services and the development
and sales of internet software in the PRC.
On November 3, 1999, 100% of the common stock of BFST was acquired by
Light Energy Management, Inc., ("LEM"), in exchange for 20,000,000 shares of
LEM's $0.001 par value common stock, plus a cash consideration of Renminbi (RMB)
1,000,000. For accounting purposes, the acquisition has been treated as the
acquisition of LEM by BFST with BFST as the acquirer (reverse acquisition). The
historical financial statements prior to November 3, 1999 are those of BFST. All
shares and per share data prior to the acquisition have been restated to reflect
the stock issuance as a recapitalization of BFST.
LEM was initially incorporated in the State of Utah on January 7, 1986,
under the name of Why Not?, Inc., ("Why Not"). On December 30, 1993, Why Not was
dissolved as a Utah corporation and re-incorporated as a Nevada corporation. In
December 1998, Why Not changed its name to Light Energy Management, Inc. On
December 6, 1999, LEM changed its name to Forlink Software Corporation, Inc.
Note 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation.
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America and
present the financial statements of the Company and its wholly owned subsidiary,
BFST. All material intercompany transactions have been eliminated.
Foreign Currency Translation and Transactions
The functional currency of the Company is US$ and the financial records
are maintained and the financial statements prepared in US$. The functional
currency of BFST is RMB and the financial records are maintained and the
financial statements prepared in RMB.
Foreign currency transactions during the year are translated into US$
at the exchange rates ruling at the transaction dates. Gain and loss resulting
from foreign currency transactions are included in the statement of operations.
Assets and liabilities denominated in foreign currencies at the balance sheet
date are translated into US$ at year-end exchange rates. When assets,
liabilities and equity denominated in RMB are translated into US$, translation
adjustments are included as a component of stockholders' equity.
Exchange rates between US$ and RMB are fairly stable during the period
presented. The rates ruling as of December 31, 1998 and 1999 are US$1: RMB8.27
and US$1: RMB8.28, respectively. Due to the stability of the exchange rates,
there were no net adjustments in stockholders' equity.
Revenue Recognition
Revenue from the sale of software is recognized when title of goods
sold has passed to the buyers, which is usually at the time of delivery.
F-7
<PAGE> 17
Revenue from the provision of internet information services is
recognized when the relevant services are provided.
Inventories
Inventories are stated at the lower of cost or market. Cost of raw
materials includes cost of purchase computed using the first-in-first-out
method; cost of work-in-progress and finished goods includes cost of materials,
direct labor and an appropriate proportion of production overheads that have
been incurred inbringing the inventories to their present location and
condition. Market value is determined by reference to the sales proceeds of
items sold in the ordinary course of business after the balance sheet date or to
management estimates based on prevailing market conditions.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an
original maturity of three months or less.
Plant, Equipment and Depreciation
Plant and equipment are stated at cost. Depreciation is computed using
the straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of the assets as follows:
<TABLE>
<CAPTION>
Estimated
useful life
(in years)
-----------
<S> <C>
Computer equipment 5
Office equipment 5
Motor vehicle 5
</TABLE>
Maintenance, repairs and minor renewals are charged directly to the
statement of operations as incurred. Additions and betterments to the plant and
equipment are capitalized. When assets are disposed of, the related cost and
accumulated depreciation thereon are removed from the accounts and any resulting
gain or loss is included in the statement of operations.
Long-lived Assets
The Company and BFST periodically review their long-lived assets for
impairment based upon the estimated future cash flows expected to result from
the use of the asset and its eventual disposition. When events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, the asset is written down to its net realizable value.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109. Under SFAS No. 109, deferred
tax liabilities or assets at the end of each period are determined using the tax
rate expected to be in effect when taxes are actually paid or recovered.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Net Loss Per Common Share
The Company computes net loss per share in accordance with SFAS No.
128, Earnings per Share ("SFAS No. 128") and SEC Staff Accounting Bulletin No.
98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss
per share is computed by dividing the net loss available to common
F-8
<PAGE> 18
shareholders for the period by the weighted average number of shares of common
stock outstanding during the period. The calculation of diluted net loss per
share gives effect to common stock equivalents; however, potential common shares
are excluded if their effect is antidilutive.
Fair Value of Financial Instruments
The carrying amounts of certain financial instruments, including cash,
accounts receivable and other payables and accrued expenses approximate their
fair values as of December 31, 1999 and 1998 because of the relatively
short-term maturity of these instruments.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Based on its current and
planned future activities relative to derivative instruments, the Company
believes that the adoption of SFAS No. 133 will not have a significant effect on
its financial statements.
Note 3 - SUBSCRIPTION RECEIVABLE
This represents subscription monies receivable in connection with the
private placement of 4,000,000 shares of common stock of LEM prior to the
reverse acquisition of BFST.
Note 4 - INVENTORIES
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Raw materials $ 892 $ --
Work-in-progress 33,394 --
Finished goods -- --
------------ ------------
$ 34,286 $ --
------------ ------------
</TABLE>
F-9
<PAGE> 19
Note 5 - PLANT AND EQUIPMENT, NET
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Computer equipment $ 27,734 $ 10,386
Office equipment 2,046 877
Motor vehicle 18,785 18,819
48,565 30,082
Less: Accumulated depreciation 4,773 --
------------ ------------
$ 43,792 $ 30,082
============ ============
</TABLE>
Note 6 - AMOUNTS DUE TO STOCKHOLDERS
The amounts represent cash consideration payable to the original
investors of BFST in connection with the reverse acquisition of BFST by the
Company. These investors became the major stockholders of the Company following
the reverse acquisition.
Note 7 - SUBSEQUENT EVENT
The Company is presently attempting to raise $2,000,000 through the
sale of 200,000 shares of its common stock. The investors will also receive
warrants to purchase 200,000 shares of common stock at $6.00 per share. Other
payables and accrued expenses at December 31, 1999 includes $500,000
non-refundable monies received from a potential investor in this offering. Such
amount will be capitalized as common stock and additional paid-in-capital when
the underlying shares are actually issued.
Note 8 - OTHER TAXES PAYABLE
Other taxes payable comprise mainly Valued-Added Tax ("VAT") and
Business Tax ("BT"). VAT is charged at a rate of 6% on the selling price of
BFST's products. BT is charged at a rate of 5% on the revenue from the provision
of internet information services.
Note 9 - COMMITMENTS AND CONTINGENCIES
Operating Lease Commitment
During the year ended December 31, 1999 and the period ended December
31, 1998, BFST incurred lease expenses amounting to $1,861 and $nil,
respectively. As of December 31, 1999, BFST had commitments under a
non-cancelable operating lease expiring within one year amounting to $26,521.
Note 10 - INCOME TAX
Pursuant to an approval document dated June 23, 1999 issued by the
Beijing Tax Bureau, BFST, being a "New Technology Enterprise" is eligible to
full exemption from PRC Corporate Income Tax for a period of 3 years commencing
January 1, 1999.
No provision for income tax has been made in 1998 as BFST incurred
losses during that year.
No provision for deferred taxation has been made as there is no
material temporary difference at the balance sheet date.
F-10
<PAGE> 20
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ACCOUNTING AND FINANCIAL
DISCLOSURE.
There have been no disagreements with the Company's independent
accountants over any item involving the Company's financial statements. Light
Energy Management, Inc.'s independent accountant during 1998 was Smith &
Company, Certified Public Accountants, 10 West 100 South, Suite 700, Salt Lake
City, Utah 84101-1554.
On January 4, 2000 the Company dismissed the independent accountant
firm of Smith & Company and appointed BDO International as its new certified
public accountants. The change in the accounting firms was the result of the
Company's reorganization in November 1999. A Current Report on Form 8-K was
filed on January 10, 2000 to report the change in the accountants. The Form 8-K
is incorporated herein by reference.
F-11
<PAGE> 21
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
As of December 31, 1999 and as of the date of filing this report, the
directors and executive officers of the Company, their ages, positions in the
Company, the dates of their initial election or appointment as director or
executive officer, and the expiration of the terms as directors were, and are,
as follows:
<TABLE>
<CAPTION>
Name Age Position Director Since
-------------------------- ---------- ---------------------------------------------- -----------------------
<S> <C> <C> <C>
Liang Che 35 Chief Executive Officer, Chief Financial November 1999
Officer and Director
Xiaoxia Zhao 36 President, Chief Technology Officer and November 1999
Director
Jie Zhang 34 Vice President, Manager of November 1999
Technology Development Department
and Director
Wei Song 35 Director November 1999
Michael Harrop 54 Director May 1998
</TABLE>
The Company's directors are elected at the annual meeting of
stockholders, or via an appropriate shareholder consent, and hold office until
their successors are elected and qualified. The Company's officers are appointed
annually by the Board of Directors and serve at the pleasure of the Board.
LIANG CHE has been Chief Executive Officer, Chief Financial Officer and
director of the Company since November 1999. During the period covering 1996
until 1998, he was President of Shenzhen Shen Pu Computer Co., Ltd. and
developed the Shanghai railway ticketing system, which is the largest ticketing
system in China. From 1992 to 1996, he was the General Manager of the Middle
China/South West China District. Liang Che has a Masters Degree in Computer
Science.
XIAOXIA ZHAO has been Chairman, President, Chief Technical Officer and
director of the Company since November 1999. During the period from January 1998
until October 1998, he was Vice President and Chief Technical Officer of GBS
InfoTech. Co. From August 1997 to January 1998, he was Chief Engineer and in
charge of technology management and the system integration department of Beijing
Long Ma Software Development Co., Ltd. From 1996 until 1997, he was the leading
engineer in charge of the Yahoo!Japan operation and support, cooperated with
Panasonic to develop a specialized search engine, worked with Lotus on category
and search system development and with Reuters and Daily News on news page
developments. During the period from 1991 to 1996, he was a System Engineer with
the Japan Itochu Group CRC Research Institute. Xiaoxia Zhao has a Masters Degree
in Computer Science.
JIE ZHANG has been Vice President, Manager of Technology Development
Department and director of the Company since November 1999. From 1989 to 1998,
Jie Zhang was Senior Engineer for South China Computer Co. and in charge of
CEDGA monitor cards, iron temperature control ASIC chip development, network
design for networks composed of SUN, SGI, and CISCO equipment. During the period
from February 1995 until August 1996, he was sent to Japan to research
international banking software system on the Fujitsu M series super computer.
Jie Zhang has a Masters Degree in Computer Science.
9
<PAGE> 22
WEI SONG has been a director of the Company since November 1999. From
1995 until 1998, she was President of Yun Tiing International, Inc. an incharge
computer imp/exp business. During the period covering 1986 to 1995, she was
Manager of the computer department of Hong Kong Da Cang Co., Ltd. Wei Song has a
Bachelors Degree in Computer Science.
MICHAEL HARROP was President of the Company from May 1998 until
November 1999 and is currently a director of the Company. Mr. Harrop is
President of Harrop, Lees, Brown & Co. in Geneva Switzerland and for the past
five years has been involved in venture capital activities. He is a director of
Century Milestone S&T Co., Ltd. (formerly Haas Neuveux & Company), Advanced
Lumitech, Inc. and Beach Couch, Inc. Mr. Harrop was educated at Cambridge
University.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Michael Harrop, by virtue of the unlimited personal guarantee accorded
by him to Harrop & Cie. S.A., (formerly HF Trade & Finance S.A.) a Swiss venture
capital company that became insolvent subsequent to having acted as guarantor of
certain investments, underwent bankruptcy proceedings during 1994 in the
District of Nyon, Switzerland. The bankruptcy procedure was closed without
complaint or suit on December 22, 1995 by order of the President of the Tribunal
of the District of Nyon, Switzerland.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth information about compensation paid to,
or accrued for the benefit of the Company's officers and directors during the
years ended December 31, 1999, 1998 and 1997. This information includes amounts
that were paid to the management of Beijing Forlink Software Technology Co.,
Inc. prior to the acquisition by the Company and amounts paid to such management
after the acquisition. None of the Company's directors or executive officers
earned more than $100,000 during the years ended December 31, 1999, 1998 and
1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------------
(a) (b) (c) (d) (e)
Name Year Other
And Ended Annual
Principal December Salary Bonus Compensation
Position 31 ($) ($) ($)
---------------------------------------- ------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C>
Liang Che, CEO, CFO & Director 1999 $2,927 -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Xiaoxia Zhao, President & Director 1999 $2,905 -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Jie Zhang, Vice President, Manager of 1999 $1,561 -0- -0-
Technological Development & Director 1998 -0- -0- -0-
1997 -0- -0- -0-
Wei Song, Director 1999 -0- -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Michael Harrop, Director 1999 -0- -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
</TABLE>
10
<PAGE> 23
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------------
Awards Payouts
----------------------------- --------------
(a) (b) (f) (g) (h) (i)
Name Year Restricted All
And Ended Stock Shares LTIP Other
Principal December Award(s) Underlying Payouts Compensation
Position 31 ($) Options ($) ($)
--------------------------- ----------- ------------ ----------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Liang Che, CEO, CFO & 1999 -0- -0- -0- -0-
Director 1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Xiaoxia Zhao, President & 1999 -0- -0- -0- -0-
Director 1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Jie Zhang, Vice 1999 -0- -0- -0- -0-
President, Manager of 1998 -0- -0- -0- -0-
Technological Development 1997 -0- -0- -0- -0-
& Director
Wei Song, Director 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Michael Harrop, Director 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of September 8, 2000, the stock
ownership of each person known to the Company to be the beneficial owner of five
percent (5%) or more of the Company's Common Stock, each executive officer and
director individually and all executive and directors of the Company as a group.
<TABLE>
<CAPTION>
Percent Owned
Name and Address of Amount and Nature of Beneficially and
Beneficial Owner Beneficial Ownership of Record
(3) (1) (2)
------------------------------------- --------------------------- -------------------------
<S> <C> <C>
Liang Che (4) 5,812,500 23.2%
Zhong Zhi SRP Co
Shen Nan Zhong RD Shnzhn
Guang Dong Province
China
Xiaoxia Zhao (4) 5,812,500 23.2%
231-2-501 Hui Xing Li
Chao Yang District
Beijing, China
Wei Song (4) 5,812,500 23.2%
18 Golden Star
Irvine, CA 92604
USA
</TABLE>
11
<PAGE> 24
<TABLE>
<CAPTION>
Percent Owned
Name and Address of Amount and Nature of Beneficially and
Beneficial Owner Beneficial Ownership of Record
(3) (1) (2)
------------------------------------- --------------------------- -------------------------
<S> <C> <C>
Jei Zhang (4) 1,312,500 5.2%
No. 21 Shiu Jun Nan Nie
Guangzhou
Guang Dong Province
China
Michael Harrop (4) 1,200,000 4.8%
94 Rue de Lausanne, CH1202
Geneva, Switzerland
All officers and directors of 19,950,000 79%
the Company as a group (five
persons)
</TABLE>
----------
(1) Unless otherwise indicated, all shares are directly owned and
investing power is held by the persons named in the table.
(2) Based upon 25,400,000 shares of Common Stock outstanding as of
September 8, 2000.
(3) Each individual named in the table is an officer or director
of the Company.
(4) All of the shares of Common Stock held by officers, directors
and principal shareholders listed above are "restricted
securities" and, as such, are subject to limitations on
resale. The shares may be sold pursuant to Rule 144 of the
Securities Act of 1933, as amended, under certain
circumstances.
12
<PAGE> 25
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company entered into a modification agreement with Michael Harrop,
d/b/a Harrop & Co. under the terms of which the Company agreed to modify the
consideration for the issuance of 4,000,000 shares of the Company's common stock
in May of 1998. Under the terms of this agreement, Mr. Harrop, an officer and
director of the Company, executed a promissory note in favor of the Company in
the amount of $275,000 and bore interest at the rate of 1 percent per annum. The
note has since been paid in full.
Other than described above, no officer, director, nominee for election
as a director, or associate of such officer, director or nominee is or has been
in debt to the Company during the last fiscal year.
On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing Forlink
Software Technology Co. Ltd., (hereinafter "BFSTC"), under the terms of which
BFSTC gained control of the Company. Pursuant to the Plan of Reorganization (the
"Plan"), the Company acquired 100% of the issued and outstanding shares of BFSTC
in exchange for 20,000,000 shares of restricted Common Stock of the Company.
Under the terms of the Plan, Liang Che, Xiaoxia Zhao, and Wei Song were issued
5,812,500 shares each, and Jie Zhang was issued 1,312,500 shares.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Description
2.1 Plan of Reorganization dated November 3, 1999 (Incorporated by
reference to Exhibit No. 2.1 of the current report on Form 8-K
dated November 3, 1999, and filed November 18, 1999.)
2.2 Addendum to the Plan of Reorganization dated November 3, 1999.
(Incorporated by reference to Exhibit No. 2.2 of the current
report on Form 8-K/A-2 dated November 3, 1999, and filed March
31, 2000.)
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit No. 3.1 of the Form
10-QSB for the quarter ended March 31, 2000, and filed on May
13, 2000.)
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit No. 3.2 of the Form 10-QSB for the quarter ended March
31, 2000, and filed on May 13, 2000.)
10.1 Forlink Software Corporation, Inc. Stock Plan dated June 1,
2000. (Incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-8 (file no.
333-41700) filed July 19, 2000.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K
1. On November 18, 1999, the Company filed a Current Report on Form 8-K to
describe the terms of the Plan of Reorganization dated November 3, 1999
regarding the acquisition of Beijing Shijiyonglian Ruanjian Jishu Youxian
Gonsi ("Beijing Forlink Software Technology Co., Ltd.") by the Company.
2. On January 10, 2000, the Company filed a current report on Form 8-K to
report that it had changed its independent accountants from Smith & Company
to BDO International.
13
<PAGE> 26
3. On January 18, 2000, the Company filed a current report on Form 8-K/A to
provide the required financial statements in connection with the
acquisition of Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing
Forlink Software Technology Co. Ltd.), which had been reported on a current
report on Form 8-K, filed November 18, 1999.
4. On March 31, 2000, the Company filed a current report on Form 8-K/A-2 to
describe an Addendum to the Plan of Reorganization that was filed with the
initial current report on Form 8-K, filed November 18, 1999, regarding the
acquisition of Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing
Forlink Software Technology Co. Ltd.).
14
<PAGE> 27
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: September 18, 2000.
FORLINK SOFTWARE CORPORATION, INC.
By: /s/ Liang Che
--------------------------------------
Liang Che, Chief Executive Officer,
Chief Financial and Accounting Officer
and Director
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/ Liang Che
--------------------------------------
Liang Che, Chief Executive Officer,
Chief Financial and Accounting Officer
and Director
Date: September 18, 2000
By: /s/ Xiaoxia Zhao
--------------------------------------
Xiaoxia Zhao, Director
Date: September 18, 2000
By: /s/ Jie Zhang
--------------------------------------
Jie Zhang, Director
Date: September 18, 2000
By: /s/ Wei Song
--------------------------------------
Wei Song, Director
Date: September 18, 2000
By: /s/ Michael Harrop
--------------------------------------
Michael Harrop, Director
Date: September 18, 2000
<PAGE> 28
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
