-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tj2MVGjTc07XVmaAIiFjsShY/tRXJm6yyHifZNaB6tNhgUCnSMBQhuV5ZFHrkgdg cnM8rfEIpBsRq45xssWCkA== 0001040702-07-000009.txt : 20070220 0001040702-07-000009.hdr.sgml : 20070219 20070220125511 ACCESSION NUMBER: 0001040702-07-000009 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIGER TECHNOLOGY INC CENTRAL INDEX KEY: 0001040702 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29320 FILM NUMBER: 07634641 BUSINESS ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 BUSINESS PHONE: 4162168659 MAIL ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 FORMER COMPANY: FORMER CONFORMED NAME: ALEXA VENTURES INC DATE OF NAME CHANGE: 19970610 6-K 1 eiger07q1.htm EIGER TECHNOLOGY, INC. 6-K FOR THE QUARTER ENDED 12/31/06 Eiger Technology, Inc. 6-K for the Quarter Ended 12/31/06
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of February, 2007
 
Commission File No. 0-29320
 
EIGER TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
 
144 Front Street, Suite 700 
Toronto, Ontario M5J 2L7 
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
x Form 20-F   ¨ Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨ 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨ 
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes ¨ No x
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 82- _________
 


 
EIGER TECHNOLOGY, INC.
 
 
 
SUBMITTED HEREWITH
 
 
Exhibits
 



 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Eiger Technology, Inc.
 
(Registrant)
 
 
 
Date:  February 19, 2007
By:
/s/ Jason Moretto
 
 
 
 
 
Jason Moretto
 
Title:
Chief Financial Officer
 
 
 


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED FEBRUARY 19, 2007 PRESS RELEASE DATED FEBRUARY 19, 2007
EIGER FILES FIRST QUARTER RESULTS ON SEDAR

Toronto, February 19, 2007 - Eiger Technology, Inc. (TSX: AXA OTCBB: ETIFF) ("Eiger") announces that the consolidated financial statements for the fiscal quarter ended December 31, 2006 with Management Discussion and Analysis has been filed on SEDAR (www.sedar.com).

Eiger Technology, Inc., headquartered in Toronto, Ontario is a publicly traded company listed on the Toronto Stock Exchange. For more information please call (416) 216-8659 or refer to www.sedar.com.
-30-
The management of the company, who take full responsibility for its content, prepared this press release. The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This press release contains forwardlooking statements relating to future events and results that are based on Eiger's current expectations. These statements involve risks and uncertainties including, without limitation, Eiger's ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.

For more information contact:
Jason Moretto, Chief Financial Officer, Eiger Technology, Inc., Telephone: (416) 216-8659, Ext. 302 jmoretto@eigertechnology.com
EX-99.2 3 exhibit99-2.htm FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006 FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006
   
   
   
   
   
   
   
   
   
   
   
   
   
   
EIGER TECHNOLOGY, INC.
 
   
   
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
   
   
As at December 31, 2006
 
with
 
Comparative figures as at September 30, 2006
 
and
 
For the three months ended December 31, 2006 and 2005
 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
Unaudited, prepared by Management
 
(Stated in Canadian Dollars)
 
   
The unaudited interim consolidated financial statements of Eiger Technology, Inc. (the "Company") have
 
not been reviewed by the auditors of the Company. This notice is being provided in accordance with
 
section 4.3(3)(a) of the National Instrument 51-102 Continuous Disclosure Obligations.
 
   
   
   
   
   
   
   
   
 

 

            
                            EIGER TECHNOLOGY, INC.
             
                           Consolidated Balance Sheet
             
               
   
December 31
   
September 30
 
     
      2006
   
2006
 
   
(Unaudited)
   
(Audited)
 
   
 
$
 
 
$
 
Assets
             
               
Current
             
   Cash and Marketable Securities
   
80,000
   
102,000
 
   Accounts Receivable
   
210,000
   
262,000
 
   Prepaid Expenses
   
32,000
   
34,000
 
   Income Tax Recovery
   
12,000
   
7,000
 
               
     
334,000
   
405,000
 
               
Property and Equipment (Note 4)
   
922,000
   
986,000
 
Advance to Corporation
   
31,000
   
31,000
 
Licensing Rights
   
1,479,000
   
1,479,000
 
               
     
2,766,000
   
2,901,000
 
               
               
Liabilities and Shareholders' Deficit
             
               
Current
             
   Accounts Payable and Accrued Charges
   
1,056,000
   
1,077,000
 
   Other Payable (Note 5)
   
587,000
   
699,000
 
   Deferred Revenue
   
700,000
   
458,000
 
               
     
2,343,000
   
2,234,000
 
               
               
Non-Controlling Interests in Subsidiaries
   
621,000
   
695,000
 
               
               
Shareholders' Deficit
             
   Share Capital (Note 6)
   
43,839,000
   
43,839,000
 
   Stock-Based Compensation
   
1,705,000
   
1,705,000
 
   Accumulated Deficit
   
(45,742,000)
   
(45,572,000)
 
               
     
(198,000)
   
(28,000)
 
               
     
2,766,000
   
2,901,000
 
               
On Behalf of the Board:
             
               
"Gerry Racicot"
   
Director
       
Gerry Racicot
             
               
"Jason Moretto"
   
Director
       
Jason Moretto
             
               
               
               
 

 

                 
EIGER TECHNOLOGY, INC.
               
Consolidated Statement of Operations and Deficit
               
                 
For the period ended December 31
 
2006
 
2006
 
2005
 
2005
   
Current Quarter
 
Year-to-Date
 
Current Quarter
 
Year-to-Date
   
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
   
$
 
$
 
$
 
$
                 
Revenues
 
840,000
 
840,000
 
1,022,000
 
1,022,000
                 
Cost of Revenues
 
509,000
 
509,000
 
715,000
 
715,000
                 
Gross Profit
 
331,000
 
331,000
 
307,000
 
307,000
                 
Expenses
               
   Selling, General and Administrative
 
402,000
 
402,000
 
384,000
 
384,000
   Amortization of Property and Equipment
 
64,000
 
64,000
 
84,000
 
84,000
   Interest and Bank Charges
 
52,000
 
52,000
 
50,000
 
50,000
                 
   
518,000
 
518,000
 
518,000
 
518,000
                 
Income (Loss) before Undernoted
 
(187,000)
 
(187,000)
 
(211,000)
 
(211,000)
                 
Stock-Based Compensation
 
--
 
--
 
9,000
 
9,000
Non-Controlling Interests
 
(17,000)
 
(17,000)
 
(48,000)
 
(48,000)
                 
Net Earnings (Loss)
 
(170,000)
 
(170,000)
 
(172,000)
 
(172,000)
                 
                 
Retained Earnings (Deficit), Beginning of Period
 
(45,572,000)
 
(45,572,000)
 
(44,806,000)
 
(44,806,000)
                 
Retained Earnings (Deficit), End of Period
 
(45,742,000)
 
(45,742,000)
 
(44,978,000)
 
(44,978,000)
                 
                 
                 
Earnings (Loss) Per Weighted Average Number of Shares Outstanding - Basic and Diluted:
               
                 
Continuing Operations
 
0.00
 
0.00
 
0.00
 
0.00
Net Earnings (Loss)
 
0.00
 
0.00
 
0.00
 
0.00
                 
                 
Weighted Average Number of Shares Outstanding
             
 - Basic and Diluted: 
               
   
38,819,054
 
38,819,054
 
38,819,054
 
38,819,054
                 
                 
                 
                 
                 
                 
 

 
 

                           
EIGER TECHNOLOGY, INC.
                         
Consolidated Statement of Cash Flows
                         
                           
For the period ended December 31
   
      2006
   
2006
   
2005
   
2005
 
 
   
Current Quarter
   
Year-to-Date
   
Current Quarter
   
Year-to-Date
 
   
(Unaudited)
   
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
     
$
 
 
$
   
$
 
 
$
 
 
                         
Cash Flows from Operating Activities:
                         
    Net Earnings (Loss) for the Period
   
(170,000
)
 
(170,000
)
 
(172,000
)
 
(172,000
)
    Adjustments for:
                         
        Stock-Based Compensation
   
-
   
-
   
9,000
   
9,000
 
        Amortization
   
64,000
   
64,000
   
84,000
   
84,000
 
                           
     
(106,000
)
 
(106,000
)
 
(79,000
)
 
(79,000
)
Changes in Non-Cash Working Capital:
                         
   Accounts Receivable
   
52,000
   
52,000
   
265,000
   
265,000
 
   Prepaid Expenses
   
2,000
   
2,000
   
(54,000
)
 
(54,000
)
   Income Tax Recovery
   
(5,000
)
 
(5,000
)
           
   Accounts Payable
   
(21,000
)
 
(21,000
)
 
(381,000
)
 
(381,000
)
   Other Payable
   
(112,000
)
 
(112,000
)
 
18,000
   
18,000
 
   Deferred Revenue
   
242,000
   
242,000
   
391,000
   
391,000
 
                           
     
52,000
   
52,000
   
160,000
   
160,000
 
                           
Cash Flows from Investment Activities:
                         
   Sale (Purchase) of Property and Equipment
   
-
   
-
   
(53,000
)
 
(53,000
)
                           
-
         
-
   
(53,000
)
 
(53,000
)
                           
Cash Flows from Financing Activities:
                         
   Long-Term Debt
   
-
   
-
   
(56,000
)
 
(56,000
)
   Non-Controlling Interests
   
(74,000
)
 
(74,000
)
 
(38,000
)
 
(38,000
)
                           
     
(74,000
)
 
(74,000
)
 
(94,000
)
 
(94,000
)
                           
Net Increase (Decrease) in Cash
   
(22,000
)
 
(22,000
)
 
13,000
   
13,000
 
                           
Cash and Cash Equivalents - Beginning of Period
   
102,000
   
102,000
   
33,000
   
33,000
 
                           
Cash and Cash Equivalents - End of Period
   
80,000
   
80,000
   
46,000
   
46,000
 
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
 
 


 
               
EIGER TECHNOLOGY, INC.
             
Notes to the Consolidated Financial Statements
             
For the three months ended December 31, 2006
             
               
               
               
1. Organization and Nature of Business:
             
               
Eiger Technology, Inc. (the "Company" or "Eiger") was originally incorporated as Alexa Ventures Inc.
             
on September 8, 1986 under the laws of British Columbia. Currently, the Company is in good standing,
             
operating under the laws of Ontario. The Company is listed as an issuer on the TSX.
             
               
Through its subsidiaries, the Company is engaged in developing Voice over Internet Protocol ("VoIP")
             
based long distance calling and the business of owning or leasing horse racetracks and/or the conducting
             
of horse races.
             
               
               
               
2. Significant Accounting Policies:
             
               
These interim financial statements have been prepared using the same accounting principles and the
             
same methods of application as were used in the preparation of the Company's annual financial
             
statements for the year ended September 30, 2006. These interim financial statements may not
             
contain all of the disclosures necessary to be fully in accordance with Canadian generally accepted
             
accounting principles, and should, therefore, be read in conjunction with the annual financial
             
statements for the year ended September 30, 2006.
             
               
               
               
3. Going Concern:
             
               
The accompanying consolidated financial statements have been prepared on a going concern basis, which
             
assumes that the Company will continue in operation for the foreseeable future and will be able to realize
             
its assets and discharge its liabilities and contingencies in the normal course of operations. The
             
Company's ability to continue as a going concern is dependent upon the Company's ability to raise
             
additional capital, to increase sales, satisfy or renegotiate the forbearance agreement and sustain
             
profitable operations. Should the Company be unable to continue as a going concern, it may be unable to
             
realize the carrying value of its assets and to meet its liabilities as they become due. The Company
             
believes that future shares issuance and certain sales related efforts will provide sufficient cash flow for it
             
to continue as a going concern in its present form, however, there can be no assurances that the
             
Company will achieve such results. Accordingly, the consolidated financial statements do not include any
             
adjustments related to the recoverability and classification of recorded asset amounts or the amount and
             
classification of liabilities or any other adjustments that might be necessary should the Company be
             
unable to continue as a going concern.
             
               
               
               
4. Property and Equipment:
             
               
     
         $ 
   
Balance per September 30, 2006 financial statements (2005 - $1,148,000)
   
986,000
       
               
Additions (2005 - $53,000)
   
-
       
               
Amortization provided for three months (2005 - ($84,000))
   
-64,000
       
               
Balance per December 31, 2006 financial statements (2005 - $1,117,000)
   
922,000
       
               
               
               
 
 


 
   
                                                                   EIGER TECHNOLOGY, INC.
 
                                                Notes to the Consolidated Financial Statements
 
                                                 For the three months ended December 31, 2006
 
   
   
   
5. Other Payable:
 
   
Pursuant to a Forbearance Agreement signed on September 30, 2005 with a telecommunications
 
company, the Company's subsidiary, Onlinetel Corp. is obligated to pay a principal amount plus interest
 
calculated at an annual rate of 8% per annum. Newlook unconditionally and irrevocably guarantees
 
payment of the obligation. Amendments to the Forbearance Agreement were signed on May 25, 2006
 
and December 5, 2006. Newlook made payments towards the outstanding balance of $286,619 on
 
April 11, 2006 and $124,000 on November 9, 2006. The remaining amount is due February 28, 2007.
 
The payable is secured by an interest in all of the present and future personal property of Onlinetel
 
Corp., ranking senior in priority to all liens security interest, encumbrances and charges.
 
   
   
   
6. Share Capital:
 
   
Authorized: 100,000,000 Common Shares without par value.
 
   
Issued: 38,819,054 Common Shares.
 
   
Stock Options Issued: 3,556,000 Options.
 
   
   
   
7. Reorganization:
 
   
Effective March 18, 2004, the Company transferred its 100% interest in the shares of Onlinetel
 
Corp. ("Onlinetel") to Newlook Industries Corp. ("Newlook") in exchange for 12,727,273 common
 
shares of Newlook. At the same time, an additional 7,272,727 common shares of Newlook were
 
issued to the Company in settlement of $1,200,000 of debt owing to the Company by Onlinetel.
 
As a result of these transactions and two subsequent private placements by Newlook, the Company
 
now owns approximately 79% of the common shares of Newlook.
 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
EX-99.3 4 exhibit99-3.htm MD&A FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007 MD&A FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007
EIGER TECHNOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER - FISCAL 2007
February 14, 2007

The following discussion and analysis of operating results and financial position is supplementary to, and should be read in conjunction with the unaudited financial statements for the three months ended December 31, 2006 and the audited financial statements of Eiger Technology, Inc. (“Eiger” or “the Company”) for the year ended September 30, 2006. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars.


FORWARD-LOOKING INFORMATION

The discussion and analysis and other sections of this report contain forward-looking statements. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause results to differ materially from those contemplated by these forward-looking statements. Eiger considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared, but cautions the reader that they could cause actual results to differ materially from those anticipated.


COMPANY OVERVIEW

Eiger Technology, Inc.

Eiger Technology, Inc. is a management company with two main subsidiaries; Newlook Industries Corp. (“Newlook”) and Racino Royale, Inc. (“Racino”). Eiger is a public company listed as symbol “AXA” on the Toronto Stock Exchange and as “ETIFF” on the Nasdaq OTCBB. Eiger’s head office is located in Toronto Ontario and has five staff.

Newlook Industries Corp.

Newlook has a 100% ownership stake in Onlinetel Corp., a next-generation telecommunications software and services company, which harnesses the power of proprietary soft-switch technology to deliver state of the art Voice over Internet Protocol (VoIP) communication services to individuals, businesses and carriers. Utilizing soft switch technology, Onlinetel converts analog voice conversations to digital I.P. packets and routes voice calls, phone-to-phone, over the Internet from any wireless or landline connection. The integration of voice and data networks eliminates the need for traditional telecom services and provides a substantial increase in communication cost efficiencies.
 
 


 
By leveraging its technology platform and scalable network infrastructure, Onlinetel has taken advantage of disruptive pricing and delivers multiple communication offerings to its customers. Onlinetel offers telephony services for international calling, long distance calling subscriptions plans and Internet access. Through its Intelliswitch application, Onlinetel has pioneered and developed a new media for advertisers, enabling individuals and businesses to benefit from free long distance while sponsors benefit from one-to-one advertisements to callers. Through the use of the proprietary software, sponsors are able to focus on a targeted consumer base.

Onlinetel delivers toll-quality communications at the lowest long distance rates possible. With reduced investment cost burdens, Onlinetel’s soft-switch technology reliably scales to service millions of callers. Onlinetel’s continued expansion of its own national network along with seamless and virtual connections worldwide with leading carriers extends Onlinetel’s reach to the global community.

Onlinetel’s foundation blocks are a national and scalable VoIP network infrastructure, toll-quality service and best long distance rates possible. Upon these foundation blocks, Onlinetel provides multiple innovative products and services, producing four main revenue streams. These revenue streams include:

1.  
Call Zone/Call World - Free, sponsor-subsidized, ad-based provincial calling with no-ad international calling.
2.  
Subscription Plans - Traditional long distance plans for the residential and small office/home office market.
3.  
Advertising - New media services for sponsors on the Call Zone free calling network.
4.  
10-10-580 - Dial-around services for pay-per-call domestic and international calling.
5.  
Internet Services - Dial-up Internet plans for the residential and small office/home office market.

Onlinetel began in 1994 as Stratford Telecom, providing flat-rate phone service between Stratford and Kitchener-Waterloo, Ontario. In 1997, Eyesurf was founded, offering Internet service for the Kitchener-Waterloo region. Onlinetel was incorporated in 2000. In August 2001, Eiger acquired Onlinetel, Stratford Telecom and Eyesurf. In April 2002, Onlinetel launched the first VoIP-based pay-per call, dial-around service in Ontario and in the next month established a national VoIP network from Victoria, BC to Halifax, NS. In March 2004, Eiger took Onlinetel public through Newlook.
 
 


 
On March 18, 2004, Newlook acquired 100% of the shares of Onlinetel Corp. (“Onlinetel”). Based in Ontario, Onlinetel provides the VoIP network that powers Call Zone/Call World and other services. Immediately prior to the transaction, Eiger owned 100% of the shares of Onlinetel, and over 80% of the shares of Newlook. Accordingly, the transaction was recorded as a reorganization using the pooling-of-interest method, rather than as a business combination using the purchase method. As part of the transaction, Eiger settled $1,200,000 of debt owing from Onlinetel to Eiger.

Net assets acquired on the transaction date were as follows:

 
$
Current Assets
840,201
Capital Assets
1,372,461
Goodwill and Other Long-term Assets
343,672
Future Income Tax Benefit
117,000
Inter-company Balance
50,000
Current Liabilities
(1,329,701)
Long-term Debt
(3,496,042)
 
2,102,509
   
Consideration Paid:
12,727,273 shares issued to Eiger to acquire shares of Onlinetel
$100
7,272,727 shares issued to Eiger in settlement of debt
$1,200,000

Onlinetel’s operations have been serving the Canadian market for over 13 years. Newlook currently has approximately 15 staff and is listed on the TSX Venture Exchange under the symbol “NLI”. Eiger is the controlling shareholder of Newlook with approximately 79% of the common shares.

Racino Royale, Inc.

On July 5, 2006, Racino Royale, Inc. announced its name change from the former K-Tronik International Corp., which better reflects management’s current strategic outlook and planning. Racino intends to focus on the implementation of its business plan focusing on the conduct of horse-races and horseracing track development opportunities.

In June 2006, Racino entered into an agreement for the exclusive rights for a racetrack and casino (racino) development opportunity in Regina, Saskatchewan, known as Queen City Raceway with the Saskatchewan Standardbred Horsemen’s Association (SSHA). Since the province of Saskatchewan already offers Video Lottery Terminal (VLT) gaming, Racino and the SSHA will be vying for VLT operation at a new facility.

Racino and the SSHA have already begun to revitalize the harness racing community in Saskatchewan by conducting an eight-week race meet at Big Valley Raceway in Craven, Saskatchewan, which was held between July and September 2006.

Racino is currently reviewing other horseracing track acquisitions or development opportunities. Racino is listed on the Nasdaq OTCBB under the symbol “RCNR”.
 
 

 


RESULTS OF OPERATIONS

Consolidated revenues for the quarter ended December 31, 2006, were $840,000, down 18% from $1,022,000 in the prior year. Gross profit of $331,000 (39% gross margin) in the quarter increased from $307,000 (30% margin). The decline in revenues was primarily the result of a shift in the Company’s focus from its dial-around 10-10-580 offering to its higher-margin proprietary Call Zone product. Gross margins strengthened, although the proportion of fixed to variable cost of sales increased as revenues has declined.

For the quarter ended December 31, 2006, consolidated net loss was $170,000 ($0.00 per share), versus net loss of $172,000 ($0.00 per share) in the prior year. The largest component of Eiger’s consolidated operating expenses is selling, general and administrative expenses (“SG&A”), which consists primarily of salaries and benefits, and the certain operating costs associated with sales. Consolidated SG&A of $402,000 for the quarter increased 5% from $384,000 in the previous year. Expenses incurred this quarter relating to Racino operations did not exist in the prior year, as Racino had not yet been established.

Eiger subsidiary, Newlook, comprises a substantial portion of Eiger’s operating figures. For the quarter ended December 31, 2006, Newlook announced revenues of $840,000 versus $1,022,000 in the prior year. Gross margins in the quarter increased over the year, as discussed above. Reported net income for Newlook was $10,000 for the quarter.

Eiger subsidiary, Racino, announced its intention to implement a new corporate strategy focusing on horseracing track development opportunities on June 13, 2006. Currently, Racino comprises a minor portion of Eiger’s operating figures. For the quarter ended December 31, 2006, Racino had nil revenues. Racino’s reported net loss was $34,000 for the quarter.


SUMMARY OF QUARTERLY RESULTS

The following table presents selected financial data of the Company for its last eight quarters:
 
 
 
 
Fiscal Qtr - Month End
 
 
 
 
 
Q1-12/06
 
 
 
 
 
Q4-9/06
 
 
 
 
 
Q3-6/06
 
 
 
 
 
Q2-3/06
 
 
 
 
 
Q1-12/05
 
 
 
 
 
Q4-9/05
 
 
 
 
 
Q3-6/05
 
 
 
 
 
Q2-3/05
 
 
Fiscal Year
 
 
                         2007
 
 
2006
 
 
2005
 
 
2006
 
 
2006
 
 
2005
 
 
2005
 
 
2005
 
 
Total Revenues
 
 
840,000
 
 
629,000
 
 
1,082,000
 
 
1,026,000
 
 
1,022,000
 
 
651,000
 
 
1,466,000
 
 
1,231,000
 
 
Income (Loss) before Unusual Items
 
 
(170,000)
 
 
851,000
 
 
(439,000)
 
 
(148,000)
 
 
(172,000)
 
 
(515,000)
 
 
85,000
 
 
(181,000)
 
 
Net Income (Loss)
 
 
(170,000)
 
 
851,000
 
 
(439,000)
 
 
(148,000)
 
 
(172,000)
 
 
694,000
 
 
85,000
 
 
(300,000)
 
 
EPS before Unusual Items
 
 
0.00
 
 
0.01
 
 
(0.01)
 
 
0.00
 
 
0.00
 
 
(0.01)
 
 
0.00
 
 
0.00
 
 
Earnings Per Share
 
 
0.00
 
 
0.01
 
 
(0.01)
 
 
0.00
 
 
0.00
 
 
0.02
 
 
0.00
 
 
(0.01)
 
 
 

 


LIQUIDITY

Consolidated cash, cash equivalents and short-term investments at December 31, 2006 was $80,000 compared to $46,000 at December 31, 2005. Eiger has no bank debt facilities. Over the same period, Eiger’s consolidated accounts receivable decreased to $210,000 from $321,000, as a lower emphasis was put on the dial-around 10-10-580 business resulting in decreased service volumes, which relies on a third party for billing and collection services. Consolidated accounts payable and accrued charges increased to $1,056,000 from $649,000 over the same period, primarily representing an increase in unpaid service fees owing to management personnel over the year. The Company focused on reducing debt (other payable and capital lease obligations described in notes 12 and 11, respectively, in the consolidated financial statements for the year ended September 30, 2006) over the year and as such, debt of $587,000 at quarter-end improved from $941,000 at December 31, 2005. Capital lease obligations in the amount of $26,000 at December 31, 2005, were fully discharged over the year as equipment leases were fully paid down.

The Company’s deferred revenue of $700,000 at quarter-end relates to the Call Zone calling plan. As the subscription is for a one-year term of service, the fee is amortized on a monthly basis over the one-year period and the revenue is deferred until earned.

The Company’s working capital of negative $2,009,000 at December 31, 2006 increased slightly from negative $1,912,000 over the prior year primarily due to the decline in account receivable from lower dial-around service volumes outweighing the decrease in debt over the year.

On February 8, 2006, the Eiger subsidiary, Newlook, closed a non-brokered private placement of 500,000 units in its securities at a price of $0.75 per unit. Each unit is comprised of one share and one-half share purchase warrant. The warrants, each of which is convertible to one common share upon exercise, are exercisable for a period of one year at an exercise price of $1.00 per warrant. As the private placement was fully subscribed, Newlook received proceeds of $375,000. The warrants have not been exercised.

The Company’s consolidated financial statements for the quarter ended December 31, 2006 have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles and accounting principles generally accepted in the United States of America. The going concern basis of presentation assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.
 
 

 

There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficiency of $2,009,000 and an accumulated deficit of $45,742,000 as at December 31, 2006. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital, to increase sales, satisfy or renegotiate the forebearance agreement and sustain profitable operations. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company believes that future shares issuance and certain sales related efforts will provide sufficient cash flow for it to continue as a going concern in its present form, however, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.


CAPITAL RESOURCES

Pursuant to a Forbearance Agreement signed on September 30, 2005 with a telecommunications company, the Company’s subsidiary, Onlinetel Corp. is obligated to pay a principal amount plus interest calculated at an annual rate of 8% per annum. The payable is secured by an interest in all of the present and future personal property of Onlinetel Corp., ranking senior in priority to all liens security interest, encumberances and charges. Newlook unconditionally and irrevocably guarantees payment to the obligation. Amendments to the Forbearance Agreement were signed on May 25, 2006 and December 5, 2006. Newlook made payments towards the outstanding balance of $286,619 on April 11, 2006 and $124,000 on November 9, 2006. The remaining amount is due February 28, 2007. Due to these payments, associated interest charges should be lower going forward.

On November 2, 2005, the Company entered into a 5 year operating lease agreement for
premise occupancy, effective February 1, 2006. Under the terms of the agreement, the Company is committed to rental payments as follows:

2006              $ 30,000
2007    30,000
2008    30,000
2009    30,000
2010    30,000
                     $150,000
 


OFF-BALANCE SHEET ARRANGEMENTS

Eiger had no off-balance sheet arrangements as at December 31, 2006,

 
 


 
TRANSACTIONS WITH RELATED PARTIES

All transactions within the corporate group listed in note 16 of the consolidated financial statements for the year ended September 30, 2006, are in the normal course of business and are recorded at the carrying value. Inter-company transactions and balances are eliminated upon consolidation. Service fees charged by directors, officers or corporations owned by management personnel during the quarter totaled $75,000.


PROPOSED TRANSACTIONS

The Company has no proposed asset or business acquisition or disposition that the board of directors or senior management has decided to proceed with at the present time.


CRITICAL ACCOUNTING ESTIMATES

The Company’s consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which, except as noted in note 18 of the consolidated financial statements for the year ended September 30, 2006, are consistent in all material respects with accounting principles generally accepted in the United States of America. The critical accounting policies followed by the Company are as follows:

Revenue Recognition

Operating revenues are recognized when they are earned, specifically, when services are
provided, products are delivered to customers, persuasive evidence of an arrangement exists, amounts are fixed or determinable, and collectibility is reasonably assured. The Company's principal sources of revenue are recognized according to the following methods:

i) Advertising based long distance calling subscription plans, are recorded as revenue on a monthly basis.

ii) Traditional long distance calling and Internet subscription plans, are recorded as revenue as the services or products are provided;

iii) New media services for sponsors on the advertising based calling network, are recorded in the period the advertising airs on the Company's network; and

iv) Dial around long distance casual calling services, are recorded as revenue in the month in which they are earned.

v) The Company currently derives its revenues from conducting horse races. Revenues are primarily grants received from the government to subsidize the horse races and to a much lesser extent from parimutuel wagering. Revenues are recognized upon approval by regulatory authority as a result grant income is recognized subsequent to the race date whereas wagering revenues are recognized on the race date.
 

 

Deferred revenue includes subscriber deposits and amounts received from subscribers related to services and subscriptions to be provided in future periods.

Fair Value of Financial Instruments

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of the financial instruments approximates their carrying values, unless otherwise noted.

Credit Risk
The Company's financial assets that are exposed to credit risk consist primarily of short-term investments, accounts receivable, and advance to corporation.

The Company, in the normal course of business, is exposed to credit risk from its customers. Management believes that sufficient allowance has been made for bad debts in these financial statements based on a review of accounts on an individual basis. The concentration of credit risk in trade accounts receivable is not considered to be significant due to the Company’s large client base.

Licensing Rights

Licensing rights are recorded at cost and are considered to have a perpetual life. Licensing rights are tested for impairment on a periodic basis or when events or circumstances dictate.


CHANGES IN ACCOUNTING POLICIES

Stock-Based Compensation

Executives and certain senior managers of the Company participate in the stock-based compensation plan, as described in note 14. Effective October 1, 2004, the Company adopted, on a retroactive basis, the recommendations of CICA Section 3870, “Stock-based Compensation and Other Stock-based Payments”. These recommendations require that compensation for all equity based awards made to non-employees and employees be measured and recorded in the consolidated financial statements at fair value. The fair value of stock based compensation is determined using the Black-Scholes option pricing model. The resulting value is charged against income over the vesting periods of the option.

For fiscal years prior to 2005, the Company applied the intrinsic value based method of accounting for share-based compensation awards granted to employees, as permitted by GAAP. As the Company has selected the retroactive application without restatement method, the impact on net income of adopting the fair value based method in the comparative period is disclosed in note 15(c) of the consolidated financial statements for the year ended September 30, 2006.

 

 

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Earnings and cash flow are subject to volatility stemming mainly from movements in the U.S./Canadian dollar exchange rate and interest rates. Eiger does not hedge its foreign currency as it deals almost exclusively in the domestic currency and as a result of an evaluation of the costs of such hedging. As at December 31, 2006, the Company had no financial instruments.


OTHER MD&A REQUIREMENTS

Annual Information Form

Additional information relating to the Company, including the Company’s Annual Information Return, may be found on SEDAR at www.sedar.com.
 
Disclosure of Outstanding Share Data

As at December 31, 2006, the Company had authorized 100,000,000 Common Shares without par value and had issued 38,860,174 Common Shares.


OUTLOOK

Eiger’s current focus is to continue to develop Newlook and Racino as growing, public companies. Newlook’s objective at present is to continue to supplement, and where possible build on, the current Onlinetel business. The technical strength of VoIP-based technology, its cost effectiveness, and Onlinetel's proprietary applications and network infrastructure are an excellent platform from which to develop and grow its unique Call Zone subscription plan. Racino’s objective is to strengthen it ties with the Saskatchewan horseracing community and to move forward with its mandate to develop the Queen City Raceway project. Additionally, Racino is reviewing other potential acquisition and development opportunities, both domestically and abroad.

Focus on Call Zone/Call World

Similar to other communication mediums such as television, radio, the Internet, etc., management believes that the future of calling is advertising-based. By allowing sponsors to pay for their calls, Canadians now have available the best value proposition for their calling needs. This is the underlying concept behind the Call Zone/Call World service - to offer Canadians an alternative to traditional telecom calling plans by providing the best calling rates, while maintaining toll-quality service.


Since its launch on November 1, 2003, Call Zone’s growing customer base attests to the fact that Canadians appreciate its strong value. In keeping with a goal to build loyalty and provide the best value to our subscription base, Call World was offered on March 1, 2004 as an exclusive feature to Call Zone members. Call World calling allows subscribers to toll-quality calling outside of a provincial Call Zone to the rest of the world at greatly reduced prices without hearing an advertisement. The plan was structured to best address the top four calling destinations for Canadians:

i)  
within the province (free)
ii)  
within Canada and the United States (2.9¢ per minute)
iii)  
to Great Britain (4.9¢ per minute)
iv)  
to Western Europe (4.9¢ per minute).

In contrast, 10-10 "dial-around" services have a third-party origination fee built-in - Call World bypasses this cost by routing over its proprietary VoIP platform, allowing savings to pass through to customers. Since its launch, the dramatic increase of Call Zone subscribers has boosted the usage of Call World. Along with Onlinetel's 10-10-580 dial-around service, Onlinetel's services have become a strong value proposition for Canadians.

By migrating satisfied 10-10-580 users to become Call Zone/Call World subscribers, Onlinetel is able to distance itself from the grip that local carriers, such as Bell Canada, have on dial-around companies. The ability for local carriers to charge fees that dial-around providers must pass-through to their users stresses their dominance in the 10-10 market and puts providers somewhat at their mercy. By focusing on growing its Call Zone/Call World subscriber base instead, Onlinetel is able to build loyalty with Canadians who entrust them to deliver the best quality at the best available price. This loyalty is not established with pay-per-use dial-around providers with their users since they lack a registered subscription base.

Reflecting back on recent telecom history, 10-10 “dial-around” (Onlinetel’s 10-10-580 offering was one of the first to market in Ontario) has gained broad consumer acceptance in the last few years. 10-10 plans provide an appealing method to keep one’s existing carrier (e.g. Bell Canada, etc.) and obtain lower rates for calls by dialing a different carrier code to access that other carrier’s rates. The 10-10 code routes the call over the dial around carrier’s network, instead of the regular long distance carrier. Taking into consideration the existing carrier’s origination fee, low barriers to entry and increased competitive pricing pressure, the 10-10 business has become a function of intensified spending of marketing dollars to win market share at the expense of increasingly thinner margins.


Through Call World, Onlinetel has developed a methodology to eliminate third-party origination fees over its VoIP-based platform to produce a healthy operating margin, notwithstanding any advertising being sold in the Call Zone network. Furthermore, by offering the best value to customers, Newlook has seen growth in business primarily from word-of-mouth referrals, rather than having to outspend higher-priced competitors. Call World allows Onlinetel to be the price leader in Canada as 10-10 competitors are bound to reduce prices only to a certain point after third-party origination fees, high marketing costs and network limitations factor in. Additionally, with Call World’s new single access number, Onlinetel has created an alternative for consumers that are familiar with 10-10 dialing. These factors have inclined Onlinetel to shift its focus away from 10-10-580 in favour of Call World.

Potential for Advertising

Having only scratched the surface, Onlinetel's growing customer base represents only a fraction of the Canadian marketplace, and provides Onlinetel a unique opportunity to channel future products into and leverage its advertising platform. The fact that advertising has very few associated direct costs, its high margin contribution significantly drives profitability within Onlinetel’s business model. The critical mass of a loyal customer base is essential to establishing an equitable relationship with a non-regional, large-scale advertiser. To crystallize the potential value inherent in its advertising model, Onlinetel’s goal has been to aggressively expand its VoIP-based network to cover the majority of the Canadian population. Even though the network expansion embarked in late 2003 resulted in significant costs incurred for fiscal 2004 and 2005, Newlook has developed a greater potential to negotiate significant sponsorship programs with large-scale advertisers.

Through its focus on growing Call Zone/Call World’s subscription base and selling the associated system advertising, Onlinetel projects the proportion of revenues in the future will tip away from pay-per-use (10-10-580) revenues in favour of subscription-related revenues (Call Zone, Call World, advertising).

Acquisitions

Part of management’s initiative to increase shareholder value includes evaluating merger and acquisition opportunities that would create operational synergies and increase the subscriber base. Since Newlook acquired Onlinetel in March 2004, a great deal of time has been spent on a few targeted potential acquisitions. However, the evaluation of certain strategic opportunities in the telecommunications sector is ongoing. Additionally, Racino is reviewing potential acquisition and development opportunities.

EX-99.4 5 exhibit99-4.htm FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS (CEO) FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS (CEO)
Form 52-109F2 - Certification of Interim Filings

I, Gerry Racicot, Chief Executive Officer, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Eiger Technology, Inc., (the issuer) for the interim period ending December 31, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.

Date: February 18, 2007

signed

____________________
Gerry Racicot
Chief Executive Officer
EX-99.5 6 exhibit99-5.htm FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS (CFO) FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS (CFO)
Form 52-109F2 - Certification of Interim Filings

I, Jason Moretto, Chief Financial Officer, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Eiger Technology, Inc., (the issuer) for the interim period ending December 31, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.

Date: February 18, 2007

signed

____________________
Jason Moretto
Chief Financial Officer
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