<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999
COMMISSION FILE NO. 0-25658
KALAN GOLD CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
COLORADO 84-1357927
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
Suite 11.02, 11th Floor, Menara Merais
No. 1, Jalan 19/3
46300 PETALING JAYA
SELANGOR, MALAYSIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
011 (603) 756-7026
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: _______
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.00001 PER SHARE PAR VALUE
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
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 contained in this form and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $1,782,749
The aggregate market value of the voting stock of the Company held by
non-affiliates as of December 31, 1999 was approximately $9,269,582.
The number of shares outstanding of the Company's common stock, as of May
10, 2000, was 97,290,999.
Documents incorporated by reference: None
<PAGE>
The undersigned Registrant hereby amends the following items, financial
statements or other portions of its Annual Report on Form 10-KSB for the year
ended December 31, 1999 (as heretofore amended by the Annual Report on Form
10-KSB/A filed with the Commission on May 16, 2000) as set forth below and in
the pages attached hereto:
<PAGE>
ITEM 7 FINANCIAL STATEMENTS
The audited financial statements of the Company being furnished in response
to this Item are contained in a separate section of this Report beginning on
page F-1.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Kalan Gold Corporation
Dated: June 28, 2000 By: /s/ Patrick Soon-Hock Lim
---------------------------
Patrick Soon-Hock Lim
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
---------------------------- -------------------------------- -------------
/s/ Patrick Soon-Hock Lim President, Chief Executive June 28, 2000
---------------------------- Officer and Director
(Principal Executive Officer)
/s/ Chee Hong Leong Acting Chief Financial Officer June 28, 2000
---------------------------- (Principal Financial Officer
and Principal Accounting Officer)
/s/ Wan Abdul Razak bin Muda Chairman and Director June 28, 2000
----------------------------
/s/ Looi Hoi Fah Director June 28, 2000
----------------------------
/s/ Paddy Bowie Director June 28, 2000
----------------------------
/s/Charles W. Pollard Director June 28, 2000
----------------------------
<PAGE>
KALAN GOLD CORPORATION
INDEX TO FINANCIAL STATEMENTS.
<TABLE>
<S> <C>
Independent Accountant's Report ............................................. F1
Consolidated Balance Sheets as of December 31, 1999 and 1998 ................ F2
Consolidated Statements of Operations, Years Ended December 31, 1999
and 1998..................................................................... F3
Consolidated Statements of Cash Flow, Years Ended December 31, 1999
and 1998 .................................................................... F4
Consolidated Statements of Changes in Shareholders' Equity .................. F6
Notes to Consolidated Financial Statements .................................. F7
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF KALAN GOLD CORPORATION:
We have audited the accompanying consolidated balance sheets of KALAN GOLD
CORPORATION (a Colorado corporation) and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of KALAN GOLD CORPORATION and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with the
accounting principles generally accepted in the United States.
As mentioned in Note C to the financial statements, the Company acquired
certain assets from related parties as settlement of receivables owed by these
parties. In our auditors' report dated May 15, 2000, our opinion on the December
31, 1999 financial statements was qualified as the Company did not at that time
have sufficient supporting documentation to evidence that these assets were
recorded at fair market value at the time of settlement of the receivables.
Subsequently, the Company was able to provide sufficient supporting
documentation. Accordingly, our present opinion on the 1999 financial
statements, as presented herein, is unqualified, with respect to this matter.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note R to the
financial statements, the Company(1) suffered a loss from continuing operations
of $1,845,670 in 1999; (2) had negative cash flows from operating activities of
$126,991 and $2,345,912 in 1999 and 1998, respectively; and (3) has an
accumulated deficit of $1,413,853 in 1999. In addition, 75% and 85% of the
Company's revenues in 1999 and 1998 respectively have been generated from
entities that are affiliated with or related to the Company. These circumstances
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note R. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/ Signed /
ARTHUR ANDERSEN
June 28, 2000
Kuala Lumpur
F1
<PAGE>
KALAN GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
$ $
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents 3,959 339
Accounts receivable, net of reserve for bad debts of $194,737 162,369 132
(1998:Nil)
Accounts receivable - related or affiliated parties, net of reserve 148,684 1,046,944
for bad debts of $1,059,835 (1998:Nil)
Other accounts receivable, net of reserve for bad debts of $389,960 4,272 406,277
(1998:Nil)
Other accounts receivable - related or affiliated parties, net of -- 1,720,665
reserve for bad debts of $1,391,007 (1998:Nil)
Inventories 6,786 6,786
Patent 448,567 --
---------- ---------
Total current assets 774,637 3,181,143
TANGIBLE FIXED ASSETS
Net book value 1,683,926 635,871
---------- ---------
Total Assets 2,458,563 3,817,014
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Others accounts payable & accrued liabilities 409,841 78,545
Interest payable 29,148 --
Amount due to a company in which a director has financial interest 311,428 212,142
Amount due to a director 551,695 563,432
Obligation under capital leases 13,660 18,093
---------- ---------
Total current liabilities 1,315,772 872,212
---------- ---------
LONG TERM LIABILITIES
Obligation under capital leases 152,473 125,114
Deferred tax 84,436 --
---------- ---------
Total long term liabilities 236,909 125,114
---------- ---------
MINORITY INTERESTS -- 337,993
SHAREHOLDERS' EQUITY
Preferred stock, $0.10 par value, 1,000,000 shares authorized, -- --
-0- shares issued and outstanding
Common stock, $.00001 par value, 100,000,000 shares
Authorized, 94,990,999 shares issued and outstanding 950 870
Additional paid-in capital 2,262,438 2,318,718
(Accumulated deficit)/Retained profit (1,413,853) 95,862
Foreign currency translation reserve 56,347 66,245
---------- ---------
Total shareholders' equity 905,882 2,481,695
========== =========
Total liabilities and shareholders' equity 2,458,563 3,817,014
========== =========
</TABLE>
F2
<PAGE>
KALAN GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Year Ended
December 31
--------------------------------
1999 1998
----------- -----------
$ $
<S> <C> <C>
REVENUES
Sales of communication equipment 27,706 1,189,025
Consulting and production fees receivable 1,755,043 3,386
----------- -----------
1,782,749 1,192,411
----------- -----------
Less: Cost of Sales
Cost of goods sold (14,512) (1,057,865)
----------- -----------
(14,512) (1,057,865)
----------- -----------
Gross Profit 1,768,237 134,546
Less: Operating expenses
Sales and marketing 16,985 10,607
Depreciation 147,975 103,078
General operation and administration 422,567 131,266
Interest 63,125 18,902
Goodwill on consolidation written off -- 704,318
Reserve for bad debts 3,035,539 --
----------- -----------
Total operating expenses 3,686,191 968,171
----------- -----------
Operating Loss (1,917,954) (833,625)
Add: Other income
Gain on disposal of tangible assets 99,680 830,769
Gain on disposal of intangible assets -- 416,411
Gain on disposal of investment -- 3,066
Other income 57,040 27,025
----------- -----------
(Loss)/Income from continuing operations and consolidated subsidiaries (1,761,234) 443,646
before taxation and minority interests
Taxation (84,436) --
----------- -----------
(Loss)/Income from continuing operations and consolidated subsidiaries (1,845,670) 443,646
before minority interests
Minority interests 335,955 (9,602)
----------- -----------
Net (loss)/income from continuing operations (1,509,715) 434,004
----------- -----------
Less: Losses from operations of disposed subsidiaries
net of zero tax -- (387,640)
Loss on disposal of subsidiaries net of zero tax -- (514,827)
----------- -----------
Losses from operations of disposed subsidiaries and disposal of subsidiaries -- (902,467)
----------- -----------
----------- -----------
Net loss applicable to common shareholders (1,509,715) (468,423)
=========== ===========
Number of common shares outstanding 94,990,999 94,990,999
Basic (loss)/earnings per share (0.02) 0.00
</TABLE>
F3
<PAGE>
KALAN GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
For The Years Ended
December 31
------------------------------
1999 1998
---------- ----------
$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (1,509,715) (468,423)
Adjustments to reconcile net earnings to net cash used
In operating activities:
Depreciation 147,975 103,078
Reserve for bad debts 3,035,539 --
Increase in deferred tax liabilities 84,436 --
Gain on disposal of fixed assets (99,680) (830,769)
Gain on disposal of investments -- (3,066)
Gain on disposal of patent -- (416,411)
Minority shares of loss on disposal of subsidiary companies -- 430,296
Minority shares of (loss)/income from consolidated subsidiaries (335,955) 9,602
Goodwill on consolidation written off -- 704,318
Translation difference - cash and bank balances in foreign (2) 9
currency
Translation difference - others (11,934) 14,974
Changes in assets and liabilities:
Increase in receivables (1,852,374) (1,118,545)
Increase/(decrease) in payables 414,719 (798,339)
Decrease in inventories -- 27,364
---------- ----------
Net Cash used in operating activities (126,991) (2,345,912)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of fixed assets 130,611 --
Purchase of fixed assets -- (307,506)
Proceeds from disposal of investments in subsidiaries -- 528,764
Purchase of investment -- (232,986)
Proceeds from disposal of investments -- 236,052
Purchase of patent -- (5,109)
---------- ----------
Net cash provided by investing activities 130,611 219,215
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares of common stock -- 2,156,494
Payment of obligation under capital leases -- (29,772)
---------- ----------
Net cash provided by financing activities -- 2,126,722
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,620 25
Cash and cash equivalent, beginning of period 339 314
---------- ----------
Cash and cash equivalent, end of period 3,959 339
========== ==========
</TABLE>
F4
<PAGE>
KALAN GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
For The Years Ended December 31
-------------------------------
1999 1998
------ ------
$ $
<S> <C> <C>
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest during the period 33,977 18,902
====== ======
Cash paid for income taxes 0 0
====== ======
</TABLE>
During the year ended December 31, 1999, the Company had, with consent from
the lessor, deferred payment of interest for capital leases amounting to $29,148
to year 2000.
NON-MONETARY TRANSACTIONS:
During the year ended December 31, 1999, the Company acquired communication
equipment and a patent for digital image display for $1,226,961 and $448,567,
respectively, as settlement for the same amount of accounts receivable due from
companies that are related or affiliated with the Company. The assets were
stated in the financial statements at the cost of transfer. No gain or loss was
recognized in the financial statements, as the value of the assets acquired was
equal to the amount of debts being settled.
F5
<PAGE>
KALAN GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Retained
Profit/
Preferred Stock Common Stock (Accumulated Foreign
--------------- ----------------- Additional loss) from Accumulated Currency
Par Par Paid-in AEI and its loss of the Translation
Shares Value Shares Value capital subsidiaries Company Reserve Total
------ ----- ---------- ----- ---------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 -- -- 4,833,333 48 163,046 564,285 -- -- 727,379
Issue of AEI shares for cash -- -- 82,166,667 822 2,155,672 -- -- -- 2,156,494
to shareholders of AEI
Differences arising from -- -- -- -- -- -- -- 66,245 66,245
translation of financial
statement of foreign
subsidiaries
Net loss for the year ended -- -- -- -- -- (468,423) -- -- (468,423)
December 31, 1998
--- ---- ---------- ---- ---------- ----------- --------- -------- -----------
BALANCE, DECEMBER 31, 1998 -- $-- 87,000,000 $870 $2,318,718 $ 95,862 -- $ 66,245 $ 2,481,695
Adjustment in connection with -- -- 7,990,999 80 (56,280) -- -- -- (56,200)
the issue of shares of
common stocks for the
reverse acquisition by
Animated Electronic
Industries Sdn Bhd on
April 20, 1999
Differences arising from -- -- -- -- -- -- -- (9,898) (9,898)
translation of financial
statement of foreign
subsidiaries
Net loss for the year ended -- -- -- -- -- (1,190,174) (319,541) -- (1,509,715)
December 31, 1999
--- ---- ---------- ---- ---------- ----------- --------- -------- -----------
BALANCE, DECEMBER 31, 1999 -- $-- 94,990,999 $950 $2,262,438 $(1,094,312) $(319,541) $ 56,347 $ 905,882
=== ==== ========== ==== ========== =========== ========= ======== ===========
</TABLE>
F6
<PAGE>
KALAN GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A: ORGANIZATION AND BUSINESS
The Company was incorporated under the laws of the State of Colorado on
September 19, 1985. On April 20, 1999, the Company was to issue 87,000,000
shares of its common stock in exchange for 100 percent of the outstanding shares
of common stock of Animated Electronic Industries SDN. BHD. ("AEI"), a company
incorporated on October 6, 1988 under the Malaysian Companies Act of 1965. The
Company was subsequently notified by AEI that an aggregate of 83,320,000 shares
of its common stock were issued to the former stockholders of AEI and an
additional 3.68 million shares were improperly issued to the financial advisor,
and the Company's former legal counsel. The Company is attempting to recover the
3.68 million shares from such persons and has, on January 26, 2000, issued a
stop transfer order on the 3.68 million shares. A description of the legal
action initiated by the Company to recover the shares is described under the
`Note N - Pending Litigation' of the financial statements. As a result of this
stock acquisition, AEI became a wholly owned subsidiary of the Company. This
acquisition has been treated as a recapitalization of AEI with AEI as the
acquirer (reverse acquisition).
AEI has two subsidiary companies, Perwimas Telecommunication Sdn Bhd ("PTSB")
and Vistel (Malaysia) Sdn Bhd ("VMSB"), both of which were incorporated in
Malaysia.
PTSB holds a wireless broadband multimedia network licence granted by the
Ministry of Energy, Communications & Multimedia of Malaysia operating under the
name, VISIONET. PTSB is licensed to provide network facilities and services for
two-way wireless broadband multimedia application which include distance
learning, live news coverage, remote video surveillance, emergency field
services (e.g. telemedicine, etc.), on-site progress monitoring, energy
conservation and building management.
VMSB has been an investment holding company since its inception.
The Company's revenue for 1999 was primarily derived from the production of
multimedia programs; design and consulting services for web-site development and
network engineering services; and consulting fees for project management
services. In 1998, the Company was principally engaged in the marketing of video
telecommunication and surveillance devices, and revenue was primarily derived
from the sales of such equipment. The Company hopes to be able to provide other
broadband multimedia communication services that include the operation of a
wireless digital broadband network, VISIONET, and the sale of customer premises
equipment.
NOTE B: SIGNIFICANT ACCOUNTING POLICIES
Financial statements and principles of consolidation
The consolidated financial statements have been prepared from records maintained
in Malaysia, the Company's principal place of business.
The Company's consolidated financial statements have been accounted for under
the purchase method of consolidation that includes the results of operations of
the subsidiaries' business from the date of acquisition. Net assets of the
subsidiaries are recorded at their fair value to the Company at the date of
acquisition. All significant inter-company accounts and transactions have been
eliminated on consolidation.
F7
<PAGE>
The consolidated financial statements for 1999 include the accounts of AEI and
its Malaysian subsidiaries and the accounts of Kalan Gold Corporation from the
date of the reverse acquisition. The consolidated financial statements for 1998
include the accounts of AEI and its Malaysian subsidiaries.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand and federally insured amounts
maintained in a checking account at a bank.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially could subject the Company to
concentrations of credit risk consist largely of trade and other accounts
receivable. Included in other accounts receivable as at December 31, 1999 was an
overdue amount of $1,698,902 that relates to sales proceeds arising from the
disposal of investments and fixed assets, of which $1,391,007 was due from
Synervest Sdn Bhd, a company controlled by a director of PTSB. Of the Company's
accounts receivable as at December 31, 1999, 59% were aged over 90 days old and
77% were from companies that are related to or affiliated with the Company. This
situation arose largely from the Company's adoption of an aggressive credit
policy that provided lenient credit terms and an extended credit period for its
customers. Where the Company evaluates that the debt has been overdue, the
Company will seek to obtain a letter of undertaking from its debtors as a form
of security. For the year ended December 31, 1999 the Company has reserved
$3,035,539 for allowance on doubtful receivables. As 59% of the Company's
accounts receivable were aged more than 90 days as of December 31, 1999, the
Company has sought and obtained written undertakings and schedules of repayments
in respect of its account receivables for full settlement of outstanding
balances by August 31, 2000 through monthly repayment. As of March 31, 2000 the
Company has received monthly payment promptly from its accounts receivable in
accordance with the schedules of repayments. However, as the Company did not
receive in full the monthly payments that were due for April 2000, the Company
has reserved $3,035,539 for allowance on doubtful receivables as there is doubt
over the recoverability of the balance outstanding. The Company will, however,
continue to pursue vigorously the collection of all its outstanding accounts
receivable. There was no reserve for doubtful receivables in 1998.
TRANSLATION OF CURRENCIES
The functional currency of the Company's subsidiaries is the local currency. The
financial statements of these subsidiaries are translated to United States
dollars using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the year for revenues, costs, and expenses. Translation
gains/(losses), which are deferred and accumulated, is treated as a component of
shareholders' equity.
The following exchange rates of Ringgit Malaysia (RM) into U.S. Dollars (USD)
were used in preparing the financial statements.
<TABLE>
<S> <C> <C> <C>
January 1, 1998 3.8800 January 1, 1999 3.7797
December 31, 1998 3.7797 December 31, 1999 3.8000
Average 1998 3.9144 Average 3.7899
</TABLE>
The reporting currency used in the financial statements is USD unless otherwise
stated.
F8
<PAGE>
REVENUE RECOGNITION
Revenue represents the net invoiced value of goods sold or fees receivables for
production of multimedia programs and Intranet and management and consulting
services. The Company recognizes revenue from the sales of goods in the period
where significant risks and rewards of ownership has been transferred to its
customers. The Company recognizes revenue from the provision of services when
there is no significant uncertainty regarding the consideration to be received
and in the associated costs to be incurred.
(LOSS)/EARNINGS PER COMMON SHARE
Earnings/(loss) per common share are determined in accordance with SFAS No. 128,
"Earnings Per Share" (EPS). SFAS No. 128 requires the presentation of two EPS
amounts, basic and diluted. Basic EPS is calculated by dividing net income by
the weighted average number of common shares outstanding for the period. Diluted
EPS includes the dilution that would occur if outstanding stock options and
other dilutive securities were exercised and is comparable to the EPS the
Company has historically reported. The diluted EPS calculation excludes the
effect of stock options when their exercise prices exceed the average market
price over the period. As there were no exercisable outstanding stock options in
1999 and 1998, the Company did not compute the diluted EPS for both years.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.
FIXED ASSETS AND DEPRECIATION
Fixed assets are stated at cost less depreciation. Depreciation is calculated on
a straight line method over the expected useful lives of the asset concerned.
Depreciation expense is not included in cost of goods sold or other operating
expenses in the Consolidated Statements of Operations. The principal annual
rates of depreciation are:
<TABLE>
<S> <C>
Motor Vehicles, Office Equipment, Furniture & Fittings, 20%
Computer software
Tools & Equipment, Video Communication hardware &
peripherals, Office renovation 10%
</TABLE>
Routine expenses for maintenance and repair are expensed as incurred.
Expenditures that results in enhancement of the value or in extension of the
useful life of fixed assets are capitalized.
F9
<PAGE>
ASSETS UNDER CAPITAL LEASES
The Company records assets acquired under capital leases as tangible fixed
assets and the corresponding obligation under capital leases as liability. The
initial recording value of a capital lease is the lesser of the fair value of
the leased assets or the present value of the minimum lease payments, excluding
any portion representing executory costs and profit thereon. The asset recorded
under capital leases is depreciated in a manner consistent with the Company's
depreciation policy for other owned assets.
GOODWILL ON CONSOLIDATION AND AMORTIZATION
Goodwill on consolidation arise in the accounts of AEI from the difference
between the fair value and the net tangible assets of its subsidiaries at the
date of acquisition and the purchase price. Goodwill arising on consolidation is
written off in 1998.
INVENTORIES
Inventories, which comprised accessories for production of multimedia programs,
are stated at the lower of cost and net realizable value. Cost is determined on
a first-in-first-out basis.
EMPLOYERS ACCOUNTING FOR PENSIONS, POST-RETIREMENT BENEFITS OTHER THAN PENSIONS,
AND POST-EMPLOYMENT BENEFITS
SFAS No.87: "Employers accounting for pensions", SFAS No. 106: "Employers
accounting for post-retirement benefits other than pensions" and SFAS No. 112:
"Employers accounting for post-employment benefits" do not apply to the
financial statements as the Company has no such plan in place as at December 31,
1999.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been reclassified
for comparative purposes to conform to the presentation in the current year
financial statements.
F10
<PAGE>
NOTE C: RELATED PARTY TRANSACTIONS
The Company has significant related party transactions with the following
entities:
LSH ASSET HOLDINGS SDN BHD ("LSH")
LSH is a company wholly owned by the Company's Chief Executive Officer and
President and Director, Mr. Patrick Lim and Mr Lim's wife. During the year ended
December 31, 1999, LSH billed the Company $70,000 for management fees. During
the year ended December 31, 1998, the Company purchased tangible fixed assets,
including computer, studio and communications equipment valued at $254,342 from
LSH. In addition, the cost of goods sold for 1998 included communications
equipment purchased from LSH valued at $1,002,963. LSH also made short term
advances to the Company from time to time for working capital purposes. As at
December 31, 1999 and as at December 31, 1998, the amount owing to LSH was
$311,428 and $212,142, respectively. This amount is unsecured, bears no interest
and has no fixed terms of repayment and is recorded in the financial statements
as "due to a company in which a director has financial interest".
VISIONEWS ASIA SDN BHD ("VASB")
During the year ended December 31, 1999, the Company billed VASB total fees of
$238,796 for production of multimedia programs. The Company also billed VASB a
total amount of $32,491 in 1999 for administration fee and sub-letting a portion
of the Company's premises to VASB. The amount due from VASB, included under
Accounts Receivable as at December 31, 1999, was $86,848. The Company also
purchased communications equipment valued at $1,226,961 from VASB in 1999. For
the year ended December 31, 1998, the Company sold telecommunications equipment
to VASB for a total value of $1,012,927 and billed VASB a total amount of $8,010
for administration fee and sub-letting a portion of the Company's premises. The
amount outstanding as at December 31, 1998 included under Accounts Receivable
was valued at $1,046,944. The terms of repayment for the amount due from VASB is
similar to terms accorded to the Company's other existing customers. Mr. Patrick
Lim is a director of VASB and owns a 40% equity interest in VASB. Mr. Mustaffa
Yacob, who is a director of PTSB, is also a director of VASB and owns a 20%
equity interest in VASB. VASB has given a written undertaking to the Company to
settle progressively all amounts due to the Company as at December 31, 1999 by
August 2000. All transactions between the Company and VASB were in Ringgit
Malaysia, the local currency of Malaysia.
SYNERVEST SDN BHD ("SSB")
During the year ended December 31, 1999, the Company billed SSB for project
consulting fees totaling $197,897 for design and development work on multimedia
website and Internet Protocol based Extranet. The Company also billed SSB a
total amount of $23,748 in 1999 for administration fee. The amount outstanding
included in Accounts Receivable as at December 31, 1999 was $92,105. The terms
of repayment for the amount due from SSB are similar to terms accorded to the
Company's other existing customers. The Company also acquired a patent for
digital image display technology from SSB in 1999, for an aggregate purchase
price of $448,567 as consideration for settlement of an amount owing by SSB. The
Company entered into a Sales and Purchase Agreement on May 4, 2000 with a third
party to acquire this patent from the Company for consideration of $492,105
(RM1,870,000). The Company received a deposit of $4,921 (RM18,700) from the
acquirer on May 5, 2000. Pursuant to the terms of the Sales and Purchase
Agreement, the balance of the purchase price is required to be paid by June 30,
2000. Mustaffa Yacob is a director of SSB and holds a 60% equity interest in
SSB.
F11
<PAGE>
As at December 31, 1999 and as at December 31, 1998, an overdue amount of
$1,391,007 and $1,720,665, respectively, from SSB was included in Other Accounts
Receivable. This amount primarily arose in the year ended December 31, 1998 when
the Company sold to SSB tangible and intangible assets used in the operations of
a subsidiary, that has since been disposed. These assets, comprising analog
video hardware and peripherals and a patent for image display, were sold to SSB
for a total sum of $1,661,175.
SSB has given a written undertaking to the Company to settle progressively all
amounts due to the Company as at December 31, 1999 by August 2000. All
transactions between the Company and Synervest were in Ringgit Malaysia, the
local currency of Malaysia.
KHIDMAT MAKMUR SDN BHD ("KMSB")
Mustaffa Yacob is a director of KMSB and holds a 30% equity interest in KMSB.
During the year ended December 31, 1999, the Company billed KMSB for project
consulting fees totaling $456,601 for design and development work on multimedia
website. The amount outstanding included in Accounts Receivable as at December
31, 1999 was $455,382. The terms of repayment for the amount due from KMSB are
similar to terms accorded to the Company's other existing customers. KMSB has
given written undertaking to the Company to settle progressively all amounts due
to the Company as at December 31, 1999 by August 2000. All transactions between
the Company and KMSB were in Ringgit Malaysia, the local currency of Malaysia.
MY ARCHITECT ("MYA") AND MY DRAUGHTING SERVICES ("MDS")
Mustaffa Yacob is the principal partner of MYA and MDS. During the year ended
December 31, 1999, the Company billed MYA $290,368 and MDS $154,742 for design
and development work on multimedia website. The Company also sold to MYA a video
communications system valued at $130,610 in 1999. The amount outstanding
included in Accounts Receivable as at December 31, 1999 was $419,855 for MYA and
$154,329 for MDS. The terms of repayment for the amount due from MYA and MDS are
similar to terms accorded to the Company's other existing customers. Both firms
have given written undertakings to the Company to settle progressively all
amounts due to the Company as at December 31, 1999 by August 2000. All
transactions between the Company and both firms were in Ringgit Malaysia, the
local currency of Malaysia.
PATRICK LIM
As of December 31, 1999, the Company owed the President and Chief Executive
Officer of the Company, Mr. Patrick Lim, $551,695 and as of December 31, 1998,
the Company owed Mr. Lim $563,432, in each case for short-term cash advances
made to the subsidiary of the Company for working capital purposes from time to
time. The amount owing to Mr. Lim is unsecured, bears no interest and has no
fixed terms of repayment and is recorded in the financial statements as "due to
a director".
OROVI CORPORATION
The Company entered into a verbal agreement effective September 1, 1997 to rent
office space from Orovi Corporation, a private company controlled by Sanford
Altberger, the former President and a Director of the Company, effective
September 1, 1997. The agreement required monthly rental payments of $1,000 per
month. This agreement was terminated on June 30, 1999.
F12
<PAGE>
NOTE D: PATENT
As of December 31, 1999, the Company's Current Assets included a patent for
digital image display technology acquired from SSB as disclosed under Note C:
Related Party Transactions. As disclosed under NOTE C: RELATED PARTY
TRANSACTIONS, the Company entered into a Sales and Purchase Agreement on May 4,
2000 with an unrelated third party to acquire this patent from the Company for
aggregate cash consideration of $492,105 (RM1,870,000). The Company collected
$4,921 (RM18,700) from the purchaser on May 5, 2000 and expects to complete this
disposal by June 30, 2000, the date by which the balance of the total
consideration is required to be paid under the terms of the Sale and Purchase
Agreement. Therefore, the Company had not amortized the cost of the patent in
the financial statements for the year ended December 31, 1999 as it is to be
disposed of in 2000.
NOTE E: FIXED ASSETS
<TABLE>
<CAPTION>
Fixed assets consisted of: December 31, December 31,
1999 1998
------------ ------------
$ $
<S> <C> <C>
Office equipment 72,095 72,095
Furniture and fittings 23,235 23,235
Tools and equipment 152,997 152,997
Video Communication hardware and peripherals 1,777,128 617,592
Computer software 138,048 138,048
Office renovation 11,010 11,010
----------- -----------
2,174,513 1,014,977
Less: Accumulated depreciation (490,587) (379,106)
----------- -----------
$ 1,683,926 $ 635,871
=========== ===========
The net book value for each class of fixed assets is as follows:
Office equipment $ 33,066 $ 46,286
Furniture and fittings 3,847 7,902
Tools and equipment 83,944 95,570
Video communication hardware and peripherals 1,551,796 410,868
Computer software 5,522 68,689
Office renovation 5,751 6,556
----------- -----------
$ 1,683,926 $ 635,871
=========== ===========
</TABLE>
Depreciation for the years ended December 31, 1999 and 1998 amounted to $147,975
and $103,078, respectively.
All assets are stated at cost, including communications equipment purchased from
VASB in December 1999 for a price of $1,226,961.
F13
<PAGE>
NOTE F: CAPITAL LEASE OBLIGATIONS
Certain telecommunications and other assets are leased from a single lessor
under various equipment lease financing facilities. Such leases have been
accounted for as capital leases. At the Company's request, the lessor agreed to
an extension on the repayment period in 1998 to enable the Company to secure
additional working capital financing. The rescheduled lease terms for all
capital leases commenced on December 1998 and are payable on a monthly basis
with the final payment due on November 2006. The Company shall inherit the legal
title to all assets under capital leases, upon settlement of the final minimum
lease payment on November 2006.
Future minimum lease payments on these capital leases are as follows:
<TABLE>
<CAPTION>
Year Ending December 31 December 31, December 31,
1999 1998
------------ ------------
$ $
<S> <C> <C>
2000 36,284 18,093
2001 36,284 36,479
2002 36,284 36,479
2003 36,284 36,479
2004 36,284 36,479
2005 onwards 69,517 124,755
-------- --------
Total payments 250,937 288,764
Less: Amount representing interest (84,804) (145,557)
-------- --------
Present value of minimum lease payments 166,133 143,207
======== ========
</TABLE>
The carrying value of assets under capital leases was $251,028 and $293,266 at
December 31, 1999 and 1998 respectively, and is included in property and
equipment. Amortization of these assets is included in depreciation expense.
NOTE G: SHAREHOLDERS' EQUITY
PREFERRED STOCK
The Company is authorized to issue one million shares of preferred stock, par
value $.10 per share, which may be issued in series with such designations,
preferences, stated values, rights, qualifications or limitations as determined
by the Board of Directors.
OTHER TRANSACTIONS
On October 28, 1998, the Company (under the pre-reverse acquisition management)
issued 1,300,000 shares of its $.00001 par value restricted common stock in
exchange for the license rights to four gold properties. On March 31, 1999, the
transaction was rescinded, therefore, the rights were returned and the shares
were cancelled as of October 28, 1998. Accordingly, the accounting for the
transaction was reversed and the transaction does not appear in the Company's
books.
F14
<PAGE>
On October 28, 1998, the Company (under the pre-reverse acquisition management)
issued 1,000,000 shares of its $.00001 par value restricted common stock in
exchange for services valued at a cost of $50,000 as determined by the board of
directors. On April 10, 1999, the transaction was rescinded as of October 28,
1998 as the services did not provide a benefit to the Company. Accordingly, the
accounting for the transaction was reversed and the transaction does not appear
in the Company's books.
In October 1998, the Company (under the pre-reverse acquisition management)
issued an aggregate of 700,000 shares of its restricted common stock to Michael
Raisch, who at the time was the Company's Treasurer and a Director, and to Orovi
Corporation, a company controlled by Sanford Altberger, who was at the time the
Company's President and a Director, in exchange for forgiveness of debt as
follows:
<TABLE>
<S> <C>
Orovi Corporation 465,000
Michael Raisch 235,000
-------
700,000
=======
</TABLE>
NOTE H: STOCK OPTIONS
The Company (under the pre-reverse acquisition management) had granted a stock
option to Mr. Raisch, the former Secretary, Treasurer and a Director of the
Company, for 75,000 common shares at $.02 per share until November 14, 2001. By
a letter agreement dated April 26, 2000, between the Company and Mr. Raisch,
this option has been cancelled.
NOTE I: INCOME TAXES
Temporary differences and carry forwards that give rise to deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>
December 31 December 31
1999 1998
----------- -----------
<S> <C> <C>
DEFERRED TAX ASSETS
Net operating loss carry forward 292,307 268,925
Unutilized tax allowable depreciation 0 64,889
Deferred interest payment 8,183 0
Deferred legal fees 52,500 0
-------- --------
352,990 333,814
Less: Valuation allowance (352,990) (246,700)
-------- --------
Deferred tax asset net of allowance 0 87,114
DEFERRED TAX LIABILITIES
Depreciation (84,436) (87,114)
-------- --------
NET DEFERRED TAX LIABILITY (84,436) 0
======== ========
</TABLE>
F15
<PAGE>
<TABLE>
<CAPTION>
December 31 December 31
1999 1998
----------- -----------
<S> <C> <C>
The provision for income tax expense consists
of the following Malaysia's income tax:
Current 0 0
Deferred 84,436 0
United State's federal income tax
Current 0 0
Deferred 0 0
United State's state and local income tax
Current 0 0
Deferred 0 0
-------- --------
84,436 0
======== ========
</TABLE>
For fiscal year 1999, the entire income of the Company was derived from its
operations in Malaysia. No tax provision has been made as 1999 was legislated to
be a tax-free year for Malaysian corporations by the Malaysian Government.
For 1998, the Company was not liable for any income tax as it posted an
operating loss of $129.307.
The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The valuation allowance will be evaluated at the end of
each year, considering positive and negative evidence about whether the deferred
tax asset will be realized. At that time, the allowance will either be increased
or reduced; reduction could result in the complete elimination of the allowance
if positive evidence indicates that the value of the deferred tax assets is no
longer impaired and the allowance is no longer required. The net operating loss
carry forward consists of $79,370 arising from the Company's operations in
Malaysia and $206,069 arising from the Company's activities in Colorado. The net
operating loss carry forward that relates to operations in Malaysia can be
carried forward indefinitely while the net operating loss carry forward that
relates to the Company's activities in Colorado expires through the year 2019.
As the Company's principal place of business for 1999 and 1998 was solely in
Malaysia, the Company was only liable for income tax in Malaysia.
NOTE J: FOREIGN CURRENCY TRANSLATION RESERVE
Foreign currency translation reserve arises from translating the foreign
subsidiaries in Malaysia at different rates from the start of the year with the
year-end. The rates used to calculate this reserve is disclosed in the Note of
Accounting Policies. The calculation of this reserve is incorporated as part of
the Consolidated Changes in Shareholders' Equity, $56,347, and $66,245 for 1999
and 1998, respectively.
F16
<PAGE>
NOTE K: ACCOUNTS PAYABLE IN FOREIGN CURRENCY
The Company has the following payables in RM, the functional currency of the
Company's subsidiaries in Malaysia:
<TABLE>
<CAPTION>
1999 1998
-------------------------- -------------------------
RM $ RM $
<S> <C> <C> <C> <C>
Others accounts payable & accrued liabilities 499,209 131,371 296,875 78,545
Interest payable 110,762 29,148 -- --
Amount due to a company in which a director has financial 880,616 231,741 801,835 212,142
interest
Amount due to a director 2,096,442 551,695 2,129,604 563,432
Obligation under capital leases 631,306 166,133 541,281 143,207
</TABLE>
NOTE L: SUBSEQUENT EVENT
Mr. Charles W. Pollard and Mrs. Paddy Bowie joined the Board Of Directors on
February 7 and February 24, 2000, respectively.
On February 24, 2000, the Company issued an aggregate of 2,300,000 shares of
restricted common stock to Mr. Wan Malek Ibrahim in a private placement for cash
consideration of $1,150,000 at 50 cents per share. Proceeds from this private
placement were used to repay advances made to the Company by Mr. Patrick Lim and
LSH Asset Holdings Sdn Bhd.
On March 15, 2000, AEI and Merais Sdn Bhd (a Malaysian corporation) entered into
a Tenancy Agreement to lease office and roof space at Menara Merais, Petaling
Jaya at a monthly rental fee of $1,600. The lease period shall be for a first
term of two years with an option to renew for a second term of another one year.
On May 4, 2000, AEI entered into a sale and purchase agreement with an unrelated
third party for the disposal of a patent that AEI had acquired from SSB, a
company that is related to the Company, in 1999, for aggregate cash
consideration $492,105 (RM1,870,000). Under the terms of the sale and purchase
agreement, AEI received a sum of $4,921 (RM18,700) on May 5, 2000, following the
execution of the Agreement and the balance of $487,184 (RM1,851,300) is required
to be paid by June 30, 2000.
NOTE M: COMMITMENTS AND CONTINGENCIES
On October 6, 1997, the Company entered into a Memorandum of Understanding with
Fiberail Sdn Bhd, a 60%-owned subsidiary of Telekom Malaysia, a Malaysian
company ("Fiberail") under which the parties agreed to collaborate with respect
to the integration of the Company's wireless broadband network with Fiberail's
fiber optic trunk network that has been laid along the national railway grid
connecting major towns and cities in Malaysia. The Memorandum of Understanding
contemplates that the parties will seek to implement the integration of their
respective networks through a strategic alliance and, the parties are currently
negotiating the terms and conditions of such a strategic alliance.
On April 7, 2000, the Company executed a Letter of Intent with an equipment
manufacturer, EER Systems Inc. of Virginia ("EER"), pursuant to which the
Company would be able to obtain a long-term supply of the "best of breed"
transceivers and system integration services. The Company hopes to enter into a
definitive long-term supply agreement with EER. In addition, the Company hopes
to enter into a strategic alliance with EER relating to the joint implementation
of a Pan Asian broadband network sometime before the commercial launch of the
VISIONET network.
F17
<PAGE>
The Company expects to incur capital expenditures ranging from $10.0 million to
$15.0 million during 2000 in connection with the official launch and build-out
of VISIONET. As of the date of this Report, capital expenditures have been
planned, but no funds have been committed. In addition, the Company has not
entered into any commitments to fund this business plan. The Company is not
aware of any contingent liability that may have a material impact on the
financial statements for the year ended December 31, 1999.
NOTE N: PENDING LITIGATION
Following the Reverse Acquisition, certain disputes arose between the Company
and the Company's former President, Treasurer and legal counsel each of whom
either directly and/or indirectly beneficially owns common stock of the Company.
Those disputes involved, among other things, the issuance of 1,840,000 shares of
the Company's common stock to an entity controlled by the former legal counsel
(the "Disputed Shares") at the time of the Reverse Acquisition, bills for
pre-acquisition legal services, recovery of the Company's historical corporate
records, and various claims of alleged misrepresentations in connection with the
Reverse Acquisition. On December 14, 1999, these parties conducted a voluntary
mediation and agreed to settle all of their disputes arising out of the Reverse
Acquisition. In mid-January, however, the former President and Treasurer
repudiated the settlement and the former legal counsel refused to close the
settlement transactions. On January 24, 2000, the Company filed an action
against these parties in the Arapahoe County, Colorado, District Court.
On March 3, 2000, the Company filed a motion to voluntarily dismiss, without
prejudice, all of its claims against the former President and Treasurer, which
motion the court granted on March 7, 2000.
On March 16, 2000, the former legal counsel and certain parties (the
"Defendants") filed two counterclaims against the Company. The first
counterclaim seeks approximately $193,000 in attorneys' fees that the former
legal counsel alleges the Company owes for legal services the major portion of
which were rendered prior to the Reverse Acquisition, and the second
counterclaim seeks a declaration removing a stop transfer order the Company
issued to its stock transfer agent with respect to shares of common stock held
in the names of the Defendants. The Company responded to the counterclaims on
April 10, 2000 asking the court to dismiss them because they were all settled
under the settlement memorandum and are therefore invalid as a matter of
Colorado law.
In addition, on January 21, 2000, the Arapahoe County District Court issued an
order to show cause directing the Defendants to appear and show cause why the
court should not direct them to return to the Company the Company's corporate
records and the Disputed Shares. The hearing with respect to such order to show
cause commenced on March 17, 2000 and was continued to April 24, 2000. On April
24, 2000, the Arapahoe County District Court declined to direct the turnover of
the Company's personal property. The court relied in part on the fact that the
Company was protected due to the fact that it issued a stop transfer order to
its transfer agent with respect to the 1,840,000 shares of stock that were the
subject of the Settlement Memorandum.
The Company intends to prosecute the case vigorously and believes it has
meritorious claims and defenses. The Company has set aside US$150,000 as a
contingency for its liability to the Defendants. The Company can give no
assurances concerning the outcome of the dispute, but believes that the outcome
of this litigation will not have a material adverse effect on the Company's
business and results of operations.
F18
<PAGE>
NOTE O: RESTATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31 1998.
For the year ended December 31 1998, the consolidated financial statements for
AEI, which was prepared under Malaysian generally accepted accounting
principles, reflected a deferred gain of $4,446,748 (RM: 17,406,348). This
deferred gain arose from the disposal of 10% of the Company's investment in PTSB
to a third party. The Company rescinded this disposal in December 1999 due to
failure of the third party to fulfill its obligations. Therefore, the gain on
disposal was reversed and the retained earnings restated in the year ended
December 31, 1999.
In addition, for the year ended December 31 1998, the Company had amortized
goodwill on consolidation over 15 years in the consolidated financial statements
for AEI. In the year ended December 31, 1999, the Company had adopted the
accounting policy of immediate write-off of goodwill on consolidation against
shareholders' equity.
The Company has prepared the consolidated financial statements on the basis that
there was no disposal and that the accounting policy on the immediate write-off
of goodwill was adopted in 1998. As a result, the retained earnings of 1998 are
restated as follows:
<TABLE>
<CAPTION>
RM $
<S> <C> <C>
Profit, after minority interest following 1998 18,163,810 4,640,255
financial statements
Deferral gains on partial disposal of investment (17,406,348) (4,446,748)
in a subsidiary company
Goodwill on consolidation written off (2,732,754) (704,318)
Amortization of goodwill on consolidation 165,924 42,388
----------- ----------
Restated loss after minority interest (1,809,368) (468,423)
Retained earnings brought forward 2,189,426 564,285
----------- ----------
Restated retained earnings carried forward 380,058 95,862
=========== ==========
</TABLE>
NOTE P: REVENUE
The Company's revenue can be analyzed as follows:
<TABLE>
<CAPTION>
1999 1998
$ $
<S> <C> <C>
Revenue generated from related parties:
My Architect 290,368
Khidmat Makmur Sdn Bhd 456,601
Synervest Sdn Bhd 197,897
Visionews Asia Sdn Bhd 238,796 1,012,927
My Draughting Services 154,742
Revenue generated from others 444,345 179,484
---------- ----------
$1,782,749 $1,192,411
========== ==========
</TABLE>
In 1999, 86% of the Company's revenue was generated from six major customers and
85% of total revenue in 1998 was generated from one customer. In addition, 75%
and 85% of the Company's revenue in 1999 and 1998, respectively, was derived
from companies that are affiliated with or related to the Company.
F19
<PAGE>
NOTE Q: SEGMENT REPORTING
The Company does not include segment reporting in the financial statements as
the Company had functioned as a single operating unit in 1999 and 1998.
The Company's revenue for years ended December 31, 1999 and 1998 was generated
mainly from a single principal activity as stated in the Statements of
Operations. In 1999, the Company's main activity was the provision of consulting
and production services for multimedia website, while in 1998, the Company was
mainly engaged in the marketing of video telecommunications and surveillance
equipment. The Company generated all of its revenue in Malaysia. The Company's
major customers which individually accounted for more than 10% of the Company's
revenue for 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
$ $
<S> <C> <C>
SALES OF GOODS:
Visionews Asia Sdn Bhd 1,012,927
CONSULTING AND PRODUCTION SERVICES FOR MULTIMEDIA WEBSITE:
My Architect 290,368
Khidmat Makmur Sdn Bhd 456,601
Synervest Sdn Bhd 197,897
Trinexus Sdn Bhd 195,258
Visionews Asia Sdn Bhd 238,796
</TABLE>
NOTE R: GOING CONCERN
The Company is in the process of building a wireless broadband network in
Malaysia and plans to seek to acquire additional licenses and spectrum rights in
other Asian markets. As in the establishment of many other new businesses, there
are various risk factors including competition, technology availability and
market acceptance risks. The Company requires substantial amounts of capital to
establish its business and expects to incur substantial losses over the next few
years.
The Company suffered a loss from continuing operations of $1,845,670 in 1999,
has negative cash flows from operating activities of $126,991 and $2,345,912 in
1999 and 1998 respectively and has an accumulated deficit of $1,413,853 in 1999.
Management is taking steps to minimize and manage these risks and raise the
necessary financing to ensure that the Company and subsidiaries are able to
continue to operate as going concern.
F20
