20-F/A 1 form20f.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006 ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F
 
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006
 

Commission File No. 0-29320

EIGER TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)

Ontario, Canada
(Jurisdiction of incorporation or organization)

144 Front Street West, Suite 700
Toronto, Ontario M5J 2L7
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report: 38,860,174 Common Shares without par value.

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes X No______ 

Indicate by check mark which financial statement item the registrant has elected to follow.
 
Item 17   Item 18 ___X___  

The Index to Exhibits
is found at Page 38 
 
1

 
FORWARD LOOKING STATEMENTS

Forward-Looking Information is Subject to Risk and Uncertainty. This report contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this report, the words "estimate," "project," "intend," "expect," “anticipate” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Such risks and uncertainties include, but are not limited to, those identified under the subheading “Risk Factors” in Item 3 hereof.


GLOSSARY
 
The following is a glossary of some terms that appear in the discussion of the business of Eiger Technology, Inc. (“the Company”) as contained in this Annual Report.
 
The following is a glossary of some terms that appear in the discussion of the business of the Company as contained in this Annual Information Form.
 
 
 “Electronic ballast”  A component that starts a fluorescent lamp.
   
 “Racino”  A horrse racing track that also includes slot machines, video lottery terminals or other casino features, in addition to betting on races.
   
 “VoIP”   Voice over Internet Protocol is a term used in telecommunications for a set of facilities for managing the delivery of voice information over
 broadband. A major advantage of VoIP is that it avoids the tolls charged by ordinary telephone service.
 
 
2

 
 

TABLE OF CONTENTS
 
     
   
Page
     
 
PART I
 
     
Item 1.
Identity of Directors, Senior Management and Advisors
 
 
Not Applicable
4
Item 2.
Offer Statistics and Expected Timetable – Not Applicable
4
Item 3.
Key Information
4
Item 4.
Information on the Company
8
Item 5.
Operating and Financial Review and Prospects
13
Item 6
Directors, Senior Management and Employees
21
Item 7.
Major Shareholders and Related Party Transactions
24
Item 8.
Financial Information
26
Item 9.
The Offer and Listing
27
Item 10.
Additional Information
28
Item 11.
Quantitative and Qualitative Disclosure about Market Risk
 
 
Not Applicable
37
Item 12.
Description of Securities Other than Equity Securities
 
 
Not Applicable
37
     
 
PART II
 
     
Item 13.
Defaults, Dividend Arrearages and Delinquencies  - Not Applicable
37
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds – Not Applicable
37
Item 15.
Controls and Procedures
37
Item 16.
Reserved
38
Item 16A.
Audit Committee Financial Expert
38
Item 16B.
Code of Ethics
38
Item 16C.
Principal Accountant Fees and Services
38
Item 16D.
Exemptions from the Listing Standards for Audit Committee
38
Item 16E.
Purchases of Equity Securities by the Company and Affiliated Purchasers
38
     
 
PART III
 
     
Item 17.
Financial Statements – Not Applicable
38
Item 18.
Financial Statements
38
Item 19.
Exhibits
38
 
 
 
3

 

PART I
 
Item 1. Identity of Directors, Senior Management and Advisers
 
Not Applicable.

Item 2. Offer Statistics and Expected Timetable
 
Not Applicable.

Item 3. Key Information
 
A. Selected financial data.

The selected consolidated financial information set out below has been obtained from financial statements that reflect the Company’s business operations. The financial statements have been prepared in accordance with accounting principles generally accepted in Canada. For reconciliation to US GAAP refer to Note 18 of the attached audited statements. The following table summarizes information pertaining to operations of the Company for the last five years ended September 30, 2006.

   
2006
2005
2004
2003
2002
     
Restated
Restated
   
             
Working Capital
($1,829,000)
($1,751,000)
($3,277,000)
($409,000)
$4,941,000
             
Revenue
$3,759,000
$4,861,000
$5,735,000
$4,932,000
$1,917,000
             
Earnings (Loss) from
       
Operations:
$92,000
($1,200,000)
($3,006,000)
($1,184,000)
($3,032,000)
             
Net Earnigs (Loss):
$92,000
($250,000)
($6,006,000)
($7,551,000)
($5,032,000
             
Earnings (Loss) per Share:
($0.00)
($0.01)
($0.16)
($0.21)
($0.14)
             
Total Assets:
$2,901,000
$1,932,000
$7,287,000
$15,778,000
$23,758,000
             
Net Assets:
($28,000)
($492,000)
($846,000)
$9,317,000
$16,418,000
             
Long Term Debt:
$0
$0
$347,000
$163,000
$590,000
             
Total Liabilities:
$2,234,000
$2,424,000
$8,133,000
$6,461,000
$7,340,000
             
Share Capital:
$43,839,000
$43,839,000
$43,839,000
$42,685,000
$42,235,000
           
Stock-Based Compensation
$1,705,000
$1,333,000
     
             
Retained Earnings
       
(Deficit):
 
($45,572,000)
($45,664,000)
($44,685,000)
($33,585,000)
($26,034,000)
             
Number of Shares:
38,860,174
38,860,174
38,860,174
37,608,951
36,615,853



4


CURRENCY EXCHANGE INFORMATION

The Company’s accounts are maintained in Canadian dollars. In this Annual Report, all dollar amounts are expressed in Canadian dollars except where otherwise indicated.

The following table sets forth, for the periods indicated, the high and low rates of exchange of Canadian dollars into United States dollars, the average of such exchange rates on the close of each day during the periods, and the end of period rates. Such rates are shown as, or are derived from, the reciprocals of the Bank of Canada nominal noon exchange rates in Canadian dollars.

Fiscal Year Ended
September 30

 
2006
2005
2004
2003
2002
           
High
0.9134
0.8630
0.7912
0.7506
0.6654
           
Low
0.8349
0.7840
0.7159
0.6254
0.6179
           
Average
0.8750
0.8176
0.7550
0.6854
0.6359
           
Period
0.8947
0.8630
0.7912
0.7408
0.6300


On March 29, 2007 the exchange rate of Canadian dollars into United States dollars, based upon the Bank of Canada nominal noon exchange rate was Cdn. $1.00 equals U.S. $0.8637.

The following table sets forth, for the most recent previous six months, the high and low rates of exchange of Canadian dollars into United States dollars. The latest practicable date for March was on March 29, 2007.
 
 
5



 
MAR
FEB
JAN
DEC
NOV
OCT
 
2007
2007
2007
2006
2006
2006
             
High
0.8637
0.8647
0.8598
0.8787
0.8884
0.8972
Low
0.8462
0.8419
0.8440
0.8569
0.8699
0.8760


B. Capitalization and indebtedness. 

Not Applicable.

C. Reasons for the offer and use of proceeds.
 
Not Applicable.

D. Risk factors. 

The Company’s operations are subject to a variety of risks and uncertainties. The following factors are to be considered a list of known material risks that are specific to the Company or its industries.

Going Concern
The Company’s continued existence 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. There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficiency of $1,829,000 and an accumulated deficit of $45,572,000 as at September 30, 2006. 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.

Management of the Growth of the Company
The implementation of the Company’s business strategy could result in a period of rapid growth. This growth could place a strain on the Company’s managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company’s technical, administrative, financial control and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase the Company’s costs and adversely affect its ability to sell and deliver its products and services.

Competition
The Company faces competition in each of its markets and has competitors, many of which are larger and have greater financial resources than the Company. There can be no assurance that the Company will be able to continue to compete successfully in its markets. Because the Company competes, in part, on the technical advantages and cost of its products, significant technical advances by competitors or the achievement by such competitors of improved operating effectiveness that enable them to reduce prices could reduce the Company’s competitive advantage in these products and thereby adversely affect the Company’s business and financial results.

 
 
6


 

New Products and Technological Change
The market for the Company’s products is characterized by rapidly changing technology, evolving industry standards and frequent new product introductions, which may be comparable or superior to the Company’s products. The Company’s success will depend upon market acceptance of its existing products and its ability to enhance its existing products and to introduce new products and features to meet changing customer requirements. There can be no assurance that the Company will be successful in identifying, manufacturing and marketing new products or enhancing its existing products on a timely and cost-effective basis or, that such new products will achieve market acceptance. In addition, there can be no assurance that products or technologies developed by others will not render the Company’s products or technologies non-competitive or obsolete.

New Market Development
There can be no assurance that the Company will be able to identify, develop and export to countries or geographic areas in which it is not presently selling.

Intellectual Property
The Company has not obtained patent protection nor registered trademarks or copyrights for all of its proprietary technology or products. As the Company has not protected all of its intellectual property, its business may be adversely affected by competitors copying or otherwise exploiting features of the Company’s technology, products, information or services.

Dependence on Key Personnel and Skilled Employees
The success of the Company is dependent, in large part, on certain key personnel and on the ability to motivate, retain and attract highly skilled persons. The employment market for skilled technology employees is tight. There can be no assurance that the Company will be able to attract and retain employees with the necessary technical and technological skills given the competitive state of the employment market for these individuals. The loss of such services or the failure by the Company to continue to attract and retain other key personnel may have a material adverse effect on the Company, including its ability to develop new products, its ability to grow earnings and its ability to accelerate revenue growth.

Relationship with Production Employees
Although the employees of the Company are not unionized, there can be no assurance that this will not occur. Management of the Company is of the opinion that the unionization of its operations would have a detrimental effect on the Company’s ability to remain competitive.

Uncertain Operating Results
The Company’s operating results have varied and may continue to vary significantly depending on such factors as the timing of new product announcements, increases in the cost of raw materials and changes in pricing policies of the Company and its competitors. The market price of the Shares may be highly volatile in response to such fluctuations.
 
7




Foreign Exchange Rate
Material depreciation of the Canadian dollar against the U.S. dollar may increase certain costs impacting the Company’s profitability and cash flow. Similarily, material appreciation of the Canadian dollar against the U.S. dollar may decrease certain costs impacting the Company's profitability and cash flow. 

Employment Contracts/Reliance Upon Officers
The Corporation has not entered into an employment contract with all of its executive officers, upon whose personal efforts and abilities the Corporation is largely dependent. The loss or unavailability to the Corporation of these individuals may have a materially adverse effect upon the Corporation's business.

Legal Proceedings Against Foreign Persons
The Corporation’s jurisdiction of incorporation falls under the laws of the Province of Ontario, Canada, and all of the Corporation’s officers and directors are residents of Canada. Consequently, it may be difficult for United States investors to affect service of process within the United States upon the Corporation or its officers and directors, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under U.S. securities laws. Furthermore, it may be difficult for investors to enforce judgments of the U.S. against the Company or any of the Company’s non-U.S. resident executive officers or directors. There is substantial doubt whether an original lawsuit could be brought successfully in Canada against any of such persons or the Corporation predicated solely upon civil liabilities arising under U.S. securities laws.


Item 4. Information on the Company
 
A.  
History and development of the company. 

The Company entered the energy efficient lighting business in 1991. The Company’s two main operating subsidiaries in this non-core business have been K-Tronik N.A. Inc. and ADH Custom Metal Fabricators Inc. (“ADH”). ADH operated from the Company’s 55,000 square foot manufacturing and engineering facility located in Stratford, Ontario. ADH manufactured and distributed transformer housings, switch housings and electronic data racks, as well as fluorescent light fixtures and reflectors. ADH was wound-up in August 2003. The Stratford property was sold in November 2004.
 
On April 1, 1998, the Company purchased 53% of the common stock of K-Tronik International Corp. (“K-Tronik”) for $275,000, plus options entitling the holders to acquire up to 250,000 common shares of the Company. During fiscal 1998, the Company consolidated two of its South Korean subsidiaries, Energy Products, Inc. (its South Korean energy saving products sales arm) and (a manufacturer of electronic ballasts) and, which were eventually combined under the name “K-Tronik Asia, Inc.” The Company became a 64% shareholder of K-Tronik. On September 15, 2000, the Company sold its 60% interest in Lexatec VR Systems, Inc. to facilitate focussing on Eiger’s core business at the time. On December 15, 2004, K-Tronik entered into an agreement to sell all of its interest in K-Tronik N.A. Inc. and the fixed assets of its subsidiary, K-Troniks Asia Ltd. Thus, K-Tronik ceased to be engaged in the business of manufacturing, distributing or selling electronic ballasts. On July 5, 2006, K-Tronik announced its name change to Racino Royale, and began to implement a new strategy focusing on the conduct of horse races and horseracing track development opportunities.
 
 
8

 

The Company entered the computer peripheral business following a series of transactions in September 1999 that resulted in the Company owning a 58% interest in Eiger Net of South Korea. This was affected through payment of a US $1,000,000 cash consideration and 500,000 common shares of the Company issued for a combined aggregate value of US $1,500,000. Additionally, 600,000 common shares of the Company were issued on February 29, 2000 pursuant to this agreement. On July 31, 2004, the remaining operating management shareholders of Eiger Net, Inc. in South Korea acquired Eiger’s interest in Eiger Net, Inc. for a nominal sum as required by South Korean law. As such, the purchasers assumed all of the outstanding liabilities of Eiger Net, Inc. as at that date.
 
The Company entered into the VoIP telecom services business when, through Onlinetel Corp., it acquired 100% of the shares of Onlinetel, Inc. through a Share Exchange agreement under the provisions of Chapter 92a of the NGCL (Nevada General Corporate Law). 99.97% of Onlinetel’s shares have been exchanged pursuant to the Share Exchange Agreement. Eiger has issued 1,800,000 shares on a pro rata basis for 100% of the shares of Onlinetel, Inc.
As consideration for the acquisition of Onlinetel, Inc. Eiger was to issue a maximum of 9,000,000 common shares comprised of 1,800,000 shares issued to the former shareholders of Onlinetel and up to an additional 7,200,000 shares pursuant to an earn out provision totalling 1,800,000 shares per year, over a period of four years, with possible extension provisions for an additional period of four years, based on Onlinetel’s ability to meet the following operating benchmarks and Eiger’s approval:
 
 
 
2002
2003
2004
2005
Revenue
$19,083,488
$37,347,766
$50,849,180
$59,867,184
Net Income
$2,442,015
$6,212,532
$9,352,747
$13,848,741


Under the formula in the agreements, if any of the above targets is not met in any of the above noted years, any gross sales or net income earned or achieved in that year is added to the targets of subsequent years. None of these targets have been met.
 
On March 18, 2004, Newlook completed an agreement to acquire 100% of the outstanding common shares of Onlinetel by issuing 12,727,273 common shares of Newlook to Eiger. A further 7,272,727 common shares were issued to Eiger in settlement of $1,200,000 of debt owing from Onlinetel to Eiger. Immediately prior to the transaction, Eiger owned 100% of the shares of Onlinetel, and over 80% of the shares of Newlook.
 
 
9



Recent Financings

2006 Newlook Private Placement
On February 8, 2006, Newlook completed a private placement of 500,000 units of its securities at a price of $0.75 per unit. Each unit was comprised of one share and one-half warrant. Each warrant is convertible to one common share for a period of one year at an exercise price of $1.00 per share. The private placement was fully subscribed, for which Newlook received proceeds of $375,000. All warrants expired unexercised.

2004 Newlook Private Placement
On March 18, 2004, Newlook closed a private placement of 1,000,000 units of its securities at a price of $1.00 per unit. Each unit was comprised of one share and one warrant. Each warrant was convertible to one common share for a period of one year at an exercise price of $1.25 per share. The warrants’ exercise price was subsequently re-priced to $0.50 per share and the term extended to March 17, 2006. The private placement was fully subscribed, for which Newlook received proceeds of $1,000,000. Newlook subsequently received $470,000 from the exercise of the warrants.
 
March 2003 Private Placement
On March 27, 2003, the Company closed a private placement of units at $0.45 with a 1-year warrant to purchase an additional share for $0.55. The shares and warrants comprising the private placement carried a hold period of four months commencing from the date of their issuance, being July 26, 2003. Insiders of the company purchased a total of 310,598 units at $0.46 per unit. The higher price to insiders resulted in the issuance of 993,098 units for total proceeds of $450,000.
 

 
Other Recent Developments
 
Eiger to Divest Newlook Subsidiary
 
On February 21, 2007 the Company agreed to divest itself of its ownership in Newlook. Eiger will also be looking towards this strategy with its ownership in Racino Royale. This divestiture will enable Eiger to focus solely on its acquisition strategy as well as to ensure meeting its capital requirements. It is projected that the Newlook divestiture, if completed, would net an estimated $2 million. The divestiture of Newlook is subject to all regulatory body approvals.
 
Racino Revitalized Regional Harness Racing in Saskatchewan
 
Racino operated eight weeks of harness racing at Big Valley Raceway in Craven, Saskatchewan. The race meet started on July 23, 2006, and ran every Sunday thereafter to September 10, 2006.
 
Development Rights Acquired for Saskatchewan Racetrack
On June 21, 2006, Racino announced that it had acquired the exclusive rights agreement for a racino development opportunity in Regina, Saskatchewan, with the Saskatchewan Standardbred Horsemen’s Association (“SSHA”). Since the province already offers Video Lottery Terminal (VLT) gaming, Racino and the SSHA will be vying for VLT operation at a new facility.
 
 
10

 
New Management for Racino
On June 13, 2006, Racino announced the appointment of John Simmonds to the positions of President and Chief Executive Officer with a mandate to implement a corporate strategy focusing on the conduct of horse races and horse racing track development opportunities. Racino also appointed Jason Moretto as Chief Financial Officer. Both were named to Racino’s Board of Directors. Gerry Racicot, prior Chief Executive Officer, was appointed Chairman.

 
B.  
Business overview. 

The Company has two principal subsidiaries, namely, Newlook and Racino.
 
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 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 “Ad-Tree” 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 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. The shares of Newlook trade on the TSX-Venture Exchange.
 
 
 
11

 
RACINO ROYALE, INC.

Racino began in June 2006 to enter the business of horse racing and gaming. Out of the gates, it targeted the province of Saskatchewan. With the support of the Saskatchewan Standardbred Horsemen’s Association (“SSHA”) and the Saskatchewan Liquor and Gaming Authority, in short order Racino was operating a track in the province. Big Valley Raceway in Craven, Saskatchewan — approximately 20 minutes north of Regina — held an eight-day meet on Sundays from July 23 to September 10, 2006.

Since then, as a continuing show of goodwill towards the province’s horsemen, as well as to prove to the government that it is committed to developing racing in Saskatchewan, Racino is currently discussing operating another standardbred meet in Craven in 2007.
Racino has helped to revitailize the province’s standardbred racing industry, which had previously been in a state of decline. Racino and the SSHA’s long term goal is to build a racino in Regina. The racino model relies on slots and/or VLTs to subsidize the racing product, and has more than proven itself across Canada, most notably in Ontario.
 

Description of Principal Products
 
Newlook serves the retail and business market segments of the long distance industry across Canada through its subsidiary, Onlinetel. 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 and Internet 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.
 
Racino does not currently sell any products. At this time, it is in the planning stages to operate race meets in Saskatchewan for the 2007 season.
 

Sales and Revenue Analysis
 
 Sales  Fiscal 2006    Fiscal 2005    Fiscal 2004
       
 Telecommunication Services       $ 3,629,000     $ 4,857,000     $ 5,735,000
       
 Horseracing Services        $ 130,000   
 -
  -
        
 
  
The VoIP-based telecommunication services are offered to the Canadian long distance market. The horseracing services relate to activities in Saskatchewan, Canada. The Company’s main business is not materially seasonal.
 
Marketing and Distribution Channels

Newlook’s Onlinetel subsidiary markets its telephony services through various advertising and promotional medium, including its own advertising based calling network and internal sales staff. By focusing on delivering Canadians a high-quality, premium-value service offering competitive national rates, the subscription base has expanded primarily through customers’ word of mouth.
 
Racino operations have been limited to operating a 2006 race meet in Saskatchewan. The 2006 racing schedule was promoted through word-of-mouth and some minor advertising.
 
C.  
Organizational structure. 

The following is a list of each material subsidiary of the Company and the jurisdiction of incorporation and the direct or indirect percentage ownership by the Company of each subsidiary at the fiscal year ended September 30, 2006:
 
 
 
 
 
Name of Subsidiary
 
 
 
 
Jurisdiction of
Organization
 
 
Percentage of Voting Securities Owned of Controlled
 
 
Newlook Industries Corp. (“Newlook”)
 
 
British Columbia
 
 
78.5%
 
 
Racino Royale, Inc. (“Racino”)
 
 
Nevada
 
 
50.4%
 

 
 
12

 

The following is an organizational chart showing the Company’s material subsidiaries:
 
 
D.  
Property, plants and equipment.

The Company’s current property, plants and equipment are comprised primarily of telecommunications and computer equipment, located in Ontario, Canada. The Company currently owns no real estate.

Item 5. Operating and Financial Review and Prospects
 
The information provided in this section endeavors to summarize the company’s financial
condition and results of operations for the periods specified, including the causes for material changes to provide an understanding of the company’s business as a whole. The information also attempts to relate all separate segments of the company. The discussion
provided therein should be read in conjunction with the Company’s consolidated financial statements and related notes.

A.  
Operating results. 

Comparative Analysis Between Fiscal 2006 and 2005

Consolidated cash, cash equivalents and short-term investments at September 30, 2006 was $102,000 compared to $25,000 at September 30, 2005. Eiger has no bank debt facilities. Over the same period, Eiger’s consolidated accounts receivable decreased to $262,000 from $586,000, 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 marginally to $1,077,000 from $1,030,000 over the same period. 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 2006 and as such, debt of $699,000 at year-end improved from $1,005,000 at September 30, 2005. Capital lease obligations in the amount of $82,000 at September 30, 2005, were fully discharged in 2006 as equipment leases were fully paid down.

13

 
The Company’s deferred revenue of $458,000 at year-end was 18% higher than $387,000 at September 30, 2005 due to a higher weighted-average annual subscription base for 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 cash-based working capital (net of deferred revenue) of negative $1,829,000 at September 30, 2006 increased slightly from negative $1,751,000 at the prior year primarily due to the decline in accounts receivable from lower dial-around service volumes outweighing the decrease in debt over 2006.

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. If the warrants are fully exercised, Newlook will receive an additional $250,000.

The Company’s consolidated financial statements for the year ended September 30, 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 $1,829,000 as at September 30, 2006 (2005 - $1,751,000; 2004 - $3,277,000) and an accumulated deficit of $45,572,000 as at September 30, 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.

 
14

 
Comparative Analysis Between Fiscal 2005 and 2004

For the fiscal year ended September 30, 2005, Eiger’s restated loss from continuing operations of $1.2 million ($0.03 per share) improved 60% from a restated $3.0 million ($0.08 per share) during the prior year. These include net restated non-cash expenses amounting to $697,000 in fiscal 2005 and a restated $768,000 in fiscal 2004. Reported restated net loss (including non-recurring and discontinued operations) of $250,000 ($0.006 per share) compared to a restated $6.0 million ($0.16 per share) during the previous year. Revenues for the period were $4.9 million, compared to $5.7 million in the preceding year.

Eiger’s consolidated operating expenses from continuing operations of $2.5 million (including 697,000 of non-cash items) for the year ended September 30, 2005 decreased 37% from a restated $4.0 million (including 768,000 of non-cash items) in fiscal 2004. The largest component of operating expenses is selling, general and administrative expenses (“SG&A”), which consists primarily of salaries and benefits, and the operating costs associated with sales. Consolidated SG&A, as restated, of $1.6 million for the year ended September 30, 2005 decreased 44% from $3.0 million in fiscal 2004.

On December 15, 2004, KTI entered into an agreement to sell all of its interest in KTNA and the fixed assets of its subsidiary, KTA. As such, KTI is no longer engaged in the business of manufacturing, distributing or selling electronic ballasts and therefore, KTI results for the fiscal year are presented as discontinued operations on the financial statements for fiscal 2005.

Subsidiary Newlook’s total revenues for fiscal 2005 were $4.9 million versus $5.7 million in the previous year. Net loss from continuing operations for the fiscal year was $541,000 ($0.02 per share), compared to $2.4 million ($0.14 per share) in fiscal 2004. Net loss was $580,000 ($0.02 per share; including $39,000 from discontinued operations) vis a vis a net loss of $2.7 million ($0.14 per share; including $288,000 from discontinued operations) in the prior year.

During the fiscal year, Newlook’s gross margin increased to $1.3 million (27% margin) in fiscal 2005 from $960,000 (17% margin) over the prior period, despite a 15% decline in revenues year-over-year. The mix in revenues changed substantially during the fiscal year as the Newlook focused on Call Zone, a sponsor-subsidized, ad-based provincial calling service launched in October 2003 as well as the Call World international calling service launched in March 2004 that is made available to all Call Zone subscribers. Call World currently offers special rates such as to Canada and the U.S. for 2.9 cents per minute among others.
 
 
15

 
The improvement in Newlook’s gross profit margin in the year was due mainly to a change in the composition of sales and lower network costs. A significant portion of revenues in fiscal 2005 came from a corporate focus on Call Zone, which was more established relative to the prior “launch” year. In fiscal 2004, the Newlook launched its own proprietary ad-based calling network. As such, the focus over fiscal 2004 had been to build up a proprietary subscriber base at the expense of generating a large proportion of revenues from advertising. To attract sponsors to advertise on the Call Zone network, a large enough pool of advertising capacity has to be created to be able to offer the exposure certain sponsors require to meet their basic advertising demands. It is anticipated that the initiatives developed in fiscal 2004 and 2005 to build, develop and expand the proprietary ad-based network will provide the Newlook significant opportunities to sell sponsor time on the network in fiscal 2006 and into the future. As advertising becomes a greater component of overall revenues in the future, it is anticipated that gross margins will increase accordingly.

Newlook’s SG&A expenses decreased in fiscal 2005 by 49% to $1.2 million from $2.3 million in the prior year due mainly to a strategy to reduce costs such as advertising, promotion, human resources and those related to the development and deployment of the expanded VoIP system. A major advertising and promotional campaign was embarked in fiscal 2004 to coincide with the expansion of the Call Zone in Ontario and Quebec. The initiative was not met with any success. In fiscal 2005, the size of management had been scaled back and all call centre functions became in-house after having been expanded and outsourced to accommodate for enhanced hours of operation and French-speaking capabilities in the previous year. Additionally, Onlinetel was located in Toronto for the entire year, having been in Kitchener for most of fiscal 2004.

Newlook’s financial expenses decreased to $157,000 during the fiscal year from $268,000 in the prior year chiefly due to the interest paid as part of the equipment lease obligations the Newlook made in order to expand its VoIP network and establish Call Zone in Ontario, Quebec and Alberta during fiscal 2004. The lease terms established were aggressive, in that they are to be paid over a 24 month period. As these terms expire between May 31, 2005 to March 31, 2006, financial expenses will likely decline and the resultant cash flow is anticipated to increase dramatically.

For fiscal 2005, Newlook’s positive EBITDA (earnings before interest, taxes, depreciation and amortization) of $56,000 (including $70,000 of non-cash expenses) improved significantly from an EBITDA loss of $1,363,000 in the prior year. Cash EPS was $0.00 for the fiscal year versus negative $0.09 in the previous year.

In 2004, Newlook had overpaid commodity taxes to the provincial government in the amount of $258,000. Even though this overpayment was discovered and refunded in 2005, the correction of this error has been accounted for retroactively with a restatement of the prior year’s amounts. As a result of this restatement, Newlook’s fiscal 2004 sales and accounts receivable were increased by $258,000 and the net loss from continuing operations decreased by $258,000.
 
 
16

 
During fiscal 2004, Newlook management determined that there was an impairment of the goodwill and as a result, goodwill of $336,172 was charged to income for the year. Additionally, a $98,000 future income tax asset taken in fiscal 2003 was reversed during the subsequent year as management determined that it not likely at this point to be realized through the reduction of future income tax payments.

Eiger believes it has sufficient capital to support expected operating levels at its current subsidiaries. Consolidated cash and marketable securities at September 30, 2005 was a restated $25,000 compared to a restated $8,000 at September 30, 2004. The Company’s consolidated accounts receivable decreased to $586,000 from $1.1 million and consolidated accounts payable, accrued liabilities and other payable increased to $2.0 million from $1.9 million over the year ended September 30, 2004. Total consolidated debt (capital lease obligations) at fiscal year end was $0 compared to $82,000 at September 30, 2004.

At September 30, 2005, Newlook’s cash position of $39,000 had not changed significantly from $55,000 at the prior year-end. Net equipment decreased by 27% to $1.1 million at year-end due to amortization taken on the telecommunications equipment acquired for the expansion of Onlinetel’s VoIP telecom network in Ontario, Quebec and Alberta.

Newlook’s accounts receivable of $584,000 dropped from $999,000 over the year as a lower emphasis was put on the dial-around business, which relies on a third party for billing and collection services. To a lesser extent, the wholesale business was more prevalent in fiscal 2004, and is more collection-intensive than the other revenue streams. Additionally, the fiscal 2004 year end receivables balance has been restated to include $258,000 owing from the provincial government for commodity tax overpayments discovered in 2005.

Newlook’s accounts payable and accrued charges of $727,000 and other payable of $923,000 at September 30, 2005 were collectively lower than $1.9 million in the prior year as positive cash flow was applied to pay down supplier accounts. Long-term debt including current portion decreased to $82,000 at year end from $462,000 at the previous year as a result of the equipment leases being paid down and expiring. Deferred revenue of $387,000 in fiscal 2005 relates to subscription fees for the Call Zone calling plan launched during the prior year. 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. Advances from parent company increased marginally over the year to $2,289,000 from $2,052,084 to reflect payments made by Eiger for Newlook.

Concurrent with the closing of the Onlinetel acquisition in fiscal 2004, Newlook closed a private placement of 1,000,000 units of its securities at a price of $1.00 per unit. Each unit was comprised of one share and one warrant. Each warrant is convertible to one common share for a period of two years at an exercise price of $0.50 per share. The private placement was fully subscribed, for which Newlook received proceeds of $1,000,000. If all warrants are exercised, Newlook will receive an additional $500,000 in fiscal 2006.
 
 
17

 
During fiscal 2004, Newlook management determined that there was an impairment of the goodwill and as a result, goodwill of $336,172 was charged to income for the year. Additionally, a $98,000 future income tax asset taken in fiscal 2003 was reversed during the subsequent year as management determined that it not likely at this point to be realized through the reduction of future income tax payments.


B.  
Liquidity and capital resources. 

 
Consolidated cash, cash equivalents and short-term investments at September 30, 2006 was $102,000 compared to $25,000 at September 30, 2005. Eiger has no bank debt facilities. Over the same period, Eiger’s consolidated accounts receivable decreased to $262,000 from $586,000, 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 marginally to $1,077,000 from $1,030,000 over the same period. 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 2006 and as such, debt of $699,000 at year-end improved from $1,005,000 at September 30, 2005. Capital lease obligations in the amount of $82,000 at September 30, 2005, were fully discharged in 2006 as equipment leases were fully paid down.
 
The Company’s deferred revenue of $458,000 at year-end was 18% higher than $387,000 at September 30, 2005 due to a higher weighted-average annual subscription base for 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 cash-based working capital (net of deferred revenue) of negative $1,829,000 at September 30, 2006 increased slightly from negative $1,751,000 at the prior year primarily due to the decline in account receivable from lower dial-around service volumes outweighing the decrease in debt over 2006.
 
 
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. All warrants expired unexercised.
 
 
18

 
The Company’s consolidated financial statements for the year ended September 30, 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 $1,829,000 as at September 30, 2006 (2005 - $1,751,000; 2004 - $3,277,000) and a accumulated deficit of $45,572,000 as at September 30, 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.
 
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 of $580,000 (2005 - $899,000, 2004 - Nil) 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  
 
 
19

 

C.  
Research and development, patents and licenses, etc.

Research and development expenses were nil (nil: 2005; nil: 2004) for the year ended September 30, 2006.
 
On June 14, 2006, Racino acquired the exclusive rights for a racetrack development opportunity in Saskatchewan, Canada. The consideration of $1,318,000 US (or $1,479,000 CAD as translated) for the acquired rights consisted of the following: (a) cash of $23,000 US, (b) issuance of 5,000,000 shares of Racino at a price of $0.24 US per share for a total amount of $1,200,000 US, (c) warrants in the equity of Racino valued at $94,000 US, and (d) legal costs of $1,000 US. The warrants are exercisable at $0.10 US per share, expiring in three years from the date of issuance. The fair value of the warrants was estimated on the date of issuance using the Black-Scholes option pricing model with the following weighted average assumptions used:
 
 Dividend yield   0.0%
   
 Expected volatility   106%
   
 Risk free interest rate   4.3%
   
 Expected life    3 years
 
 
D.  
Trend information. 

The Company is not significantly affected by any particular trends.

E.  
Off-balance sheet arrangements.

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

F.  
Tabular disclosure of contractual obligations.

The following table sets forth the Company’s contractual obligations for the periods indicated:
 
     
Payments Due By Period
   
Contractual Obligations:
Total
< 1 year
1-3 years
4-5 years
> 5 years
Long-Term Debt (1)
$599,000
$599,000
nil
nil
nil
Occupancy Agreement (2)
$417,000
$77,000
$306,000
$34,000
nil
(1) For details of the Company debt, see note 12 to the consolidated financial statements.
 
 
20

 
Item 6. Directors, Senior Management and Employees
 
A.  
Directors and senior management. 

The following is a list of the current directors and senior officers of the Company, their municipalities of residence, their current position with the Company and their principal occupations:

Gerry A. Racicot  Norwich ON  President, C.E.O., and Director
Director since August 21, 1992.
Mr. Racicot has a long career in administration, management and self-employment. The majority of these years were spent as an Investment Account Executive at a major Canadian brokerage house (Burns Fry), import/export wholesale distribution and retail business (Red Mountain Holdings Inc. - Stedmans). Mr. Racicot is wholly involved in managing Eiger’s business operations.

Jason R. Moretto  Vaughan ON  C.F.O. and Director
Director since January 5, 2004.
Mr. Moretto is a Chartered Financial Analyst and Certified General Accountant whose previous experience includes equity research and practicing as an accountant in both industry and public practice. He also holds a Bachelor of Commerce degree from the University of Toronto. Mr. Moretto is wholly involved in managing Eiger’s business operations.

John G. Simmonds  King ON  C.O.O. and Director
Director since September 20, 2005. 
Mr. Simmonds is an entrepreneur with a track record of serving as an executive and on board positions with several communications, wireless and other businesses. Mr. Simmonds is founder of merchant bank Simmonds Capital Ltd., and currently serves as Chairman of Wireless Age Communications Inc., a consolidation of retail, wholesale and engineering businesses within the wireless products and services industry. Mr. Simmonds is involved in managing Eiger’s business operations.

Sidney S. Harkema  Orillia ON  Director
Director since August 22, 1992.
Mr. Harkema founded and built one of Canada’s largest privately owned transport and express companies (Harkema Trucking Group). He served as President and Chairman of the Board for 27 years. He has since sold the entire trucking operation, cartage equipment and all 18 terminals located throughout the country and has devoted his time to public service organizations (principally as Chairman of the Huntley St. Group of Ministries). Mr. Harkema is not involved in managing Eiger’s daily business operations.

Brian Cato   Ajax ON  Director
Director since March 21, 2006.
Mr. Cato has extensive experience in the telecommunications sector. He has held many senior positions with large multinational corporations that include Senior Vice-President and General Manager of ICG Communications, Inc., General Manager with S&P Data and General Manager of Onlinetel Corp. among others. Mr. Cato is a graduate of York University. Mr. Cato is not involved in managing Eiger’s daily business operations.
 
 
21

 
Neal Romanchych  Aurora ON  Director
Director since March 21, 2006.
Mr. Romanchych has over twenty years of experience in the telecommunications sector. Over that period, he has been involved with several successful start-ups and has held senior positions with large telecom companies. His past postings include ten years with Call Net/Sprint Canada (where he was appointed to the Board of Directors of CNE Fiber Development Corp., its U.S. operating subsidiary), Vice President of Primus, Vice President of Riptide Inc. and President of Newlook Industries Corp. Mr. Romanchych holds an Honors Bachelor of Administrative Studies from Trent University. Mr. Romanchych is not involved in managing Eiger’s daily business operations.

There are no arrangements or understandings between any of the officers or directors of the Company as to their election or employment, nor are there any family relationships.

B.  
Compensation. 

For the year ended September 30, 2006 Gerry Racicot was compensated $150,000 for his role as President of the Company. For the same period, Jason Moretto received $150,000 for his role as CFO of the Company.

A total of 6 persons served as members of the administrative, supervisory or management bodies of the subsidiaries of the Company during fiscal 2006. The aggregate remuneration paid to such persons was approximately $300,000.

The following is a list of stock options granted during the last full fiscal year to members of the Company’s executives.

     
 Name
Quantity  Exercise price    Expiry 
       
Gerry Racicot
425,000
$0.40
April 20, 2011
Jason Moretto
Nil
n/a
n/a
 

None of the above options were exercised during the Company’s most recently completed financial year.

There are no other arrangements under which, directors or members of the Company’s administrative, supervisory or management body, were compensated by the Company during the most recently completed financial year for their services.
 
 
22

 
No plan exists, and no amount has been set aside or accrued by the Company or any of its subsidiaries, to provide pension, retirement or similar benefits for directors or officers of the Company, or any of its subsidiaries.
 
C.  
Board practices. 

The directors of the Company are elected annually and hold office until the next annual general meeting of the Company’s shareholders or until their successors in office are duly elected or appointed. All of the Company’s directors were elected at the Company’s most recent annual general meeting, which took place on March 20, 2007. Under the Company Act (Ontario) the Company is required to hold an annual general meeting no more than 15 months after its most recent annual general meeting.

There are no service contracts with the Company or any of it subsidiaries for the directors providing benefits upon termination of their service.

The Company does not have an executive committee. The audit committee is currently comprised of Sidney Harkema, Brian Cato and Neal Romanchych, who are all independent directors. The committee operates within the guidelines of the Toronto Stock Exchange.

D.  
Employees. 

The Company and its subsidiaries employed approximately 16 staff worldwide during the last fiscal year, the same number as employed in the previous fiscal year. The following is a breakdown of persons employed by main category of activity and geographic location for the last full financial year:
 
Location
Administrative/Sales/Clerical
Marketing
Manufacturing
       
Canada
16
0
0

The Company and its subsidiaries have no involvement with labour unions. The Company and its subsidiaries do not employ a significant number of temporary employees.

 
 
23

 
Share ownership.
 
 
Name and Address
 
 
Occupation
 
 
Director Since
 
 
Number of Voting Shares Beneficially Owned or
Controlled Directly or Indirectly
 
Gerry A. Racicot
Norwich, ON
 
President, Chief Executive Officer and Director
 
August 21, 1992
 
 
1,724,880(1)
 
 
Jason R. Moretto
Vaughan, ON
 
Chief Financial Officer and Director of the Company;
 
January 5, 2004
 
 
164,496(2)
 
 
John G. Simmonds
King, ON
 
Director of the Company; President & CEO of Simmonds Mercantile & Management Inc.
 
September 20, 2005
 
 
Nil(3)
 
 
Sidney S. Harkema
Orillia, ON
 
Director of the Company; Retired
 
 
August 21, 1992
 
 
1,514,100(4)
 
 
Brian Cato
Ajax, ON
 
Director of the Company; Consultant
 
 
March 21, 2006
 
 
Nil(5)
 
 
Neal Romanchych
Aurora, ON
 
Director of the Company; Self-Employed
 
 
March 21, 2006
 
 
Nil(6)
 
       

(1) Mr. Racicot holds options to purchase 2,050,000 shares.
(2) Mr. Moretto holds options to purchase 810,000 shares.
(3) Mr. Simmonds holds no options.
(4) Mr. Harkema holds options to purchase 110,000 shares.
(5) Mr. Cato holds no options.
(6) Mr. Romanchych holds no options.


 
Name
 
 
Number of Shares Beneficially Owned or Controlled Directly or Indirectly
 
Percentage of Total Shares Issued(1)
 
 
Directors and Officers as a Group
 
3,403,476
 
8.8%
(1) Based on a total of 38,860,174 common shares issued and outstanding as at March 27, 2007.
 
At the discretion of the Board, the stock option plan may be exercised in consideration of
services rendered and to be rendered by key personnel and consultants to the Company,
its subsidiaries and affiliates.

Item 7. Major Shareholders and Related Party Transactions
 
A. Major shareholders. 
 
To the Company’s knowledge no person holds five percent or more of the Company’s common shares. There has been no significant change in percentage ownership held by any major shareholder.

All common shareholders have identical voting rights.
 

The following table indicates the approximate number of record holders of common shares with U.S. addresses and portion and percentage of common shares so held in the U.S. The calculation is based on the total issued and outstanding as stated in item 6.E.

Number of
U.S. Holders
Number of Common shares held in U.S.
% of Common shares
held in U.S.
173
2,654,021
6.83 %
 
 
24

 
The computation of the number and percentage of common shares held in the United States is based upon the number of common shares held by record holders with United States addresses and by trusts, estates or accounts with United States addresses as disclosed to the Company following inquiry to all record holders known to the trustees, executors, guardians, custodians or the fiduciaries holding common shares for one or more trusts, estates, or accounts. United States residents may beneficially own common shares held of record by non-United States residents.

A substantial number of common shares are held in “Street Name” by trustees, executors, guardians, custodians or other fiduciaries, including depositories, brokerage firms and financial institutions. Management is unable to determine the total number of individual shareholders that this represents.
 
To the Company’s knowledge, the Company is not directly or indirectly owned or controlled by another corporation(s) or by any foreign government.
 
The Management does not anticipate any change in the control of the Company.

B. Related party transactions. 

No director, executive officer or any of their associates or affiliates has or has had an interest in material transactions of the Company.

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 fiscal 2006 totaled $300,000. Included in accounts payable at September 30, 2006 is a payable to directors, officers or corporations owned by management personnel of $387,750.


C. Interests of experts and counsel. 

Not Applicable

 
25

 
Item 8. Financial Information
 
A.  
Consolidated Statements and Other Financial Information.

The following financial statements have been audited by an independent auditor, are accompanied by an audit report, and are attached and incorporated herein:
 
(a) balance sheet;
 
(b) income statement;
 
(c) statement showing changes in equity

(d) cash flow statement;
 
(e) related notes and schedules required by the comprehensive body of accounting standards pursuant to which the financial statements are prepared; and
 
(f) a note analyzing the changes in each caption of shareholders’ equity presented in the balance sheet.
 
Incorporated herewith are the comparative financial statements covering the latest two financial years, audited in accordance with a comprehensive body of auditing standards.

Export Sales

Total Sales   Export Sales  Export Sales as % of Total Sales
$3,759,000   $Nil   0%

Legal Proceedings

There is a potential claim outstanding against the Company by a former employee for wrongful dismissal, alleged breach of contract, punitive and aggravated damages and costs. It is the Company's opinion that there is no merit to the claim of breach of contract, punitive or aggravated damages. Management believes that damages resulting from this claim would be immaterial, if any.

There are no material pending legal proceedings to which the Company is a party or of which any of its subsidiaries or properties are subject. Management is not aware of any material proceedings in which any director, any member of senior management, or any of the Company’s affiliates are a party adverse to, or have a material interest adverse to the Company or its subsidiaries.


26


Dividend Policy

The Company has not paid dividends on the common shares in any of its last five fiscal years. The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Company’s financial position at the relevant time. All of the common shares of the Company are entitled to an equal share in any dividends declared and paid.

B. Significant Changes. 

On February 21, 2007, the Company agreed to divest itself of its ownership in Newlook. The Company also announced its intent to look towards this strategy with its ownership in Racino. This divestiture will enable Eiger to focus solely on an acquisition strategy as well as to ensure meeting its capital requirements. These transactions are subject to all regulatory body approvals.

There have been no other significant changes since the date of the annual financial statements included in this document.

Item 9. The Offer and Listing.
 
A. Offer and listing details.

Information regarding the price history of the stock.
 

Calendar Period
High (Cdn$)
Low (Cdn$)
Volume
       
Month Ended
     
       
February, 2007
0.14
0.12
535,500
January, 2007
0.15
0.11
966,000
December, 2006
0.14
0.10
1,216,700
November, 2006
0.20
0.10
1,555,800
October, 2006
0.14
0.10
725,500
       
Quarter Ended
     
       
September 30, 2006
0.21
0.12
1,254,200
June 30, 2006
0.31
0.14
1,410,200
March 31, 2006
0.40
0.25
4,359,400
December 31, 2005
0.53
0.15
4,587,300
September 30, 2005
0.28
0.12
2,879,900
June 30, 2005
0.28
0.11
2,077,700
March 31, 2005
0.34
0.14
2,552,400
December 31, 2004
0.42
0.22
3,756,600
       
Year Ended
     
       
September 30, 2004
1.40
0.36
22,063,300
September 30, 2003
0.85
0.42
14,546,807
September 30, 2002
2.24
0.37
32,601,699
 

Prior to October 11, 1996, all trades were cleared through the TSX-Venture Exchange and subsequent to that date all trades were cleared on the TSX.
 
27

 

B. Plan of distribution.
 
Not Applicable.

C. Markets. 

The common shares of the Company were listed for trading on the Toronto Stock Exchange (the “TSX”) on October 11, 1996 and previous to this, on the TSX-Venture Exchange (formerly the Vancouver Stock Exchange) (the “TSX-V”) on April 3, 1991 under the symbol “AXA”.

The common shares were listed on the NASD OTC Electronic Bulletin Board on October 8, 1997 and trade under the symbol “ETIFF”.


D. Selling shareholders. 
 
Not Applicable.

E.  
Dilution. 

Not Applicable.
 
F. Expenses of the issue. 

Not Applicable.


Item 10. Additional Information.
 
A.  
Share capital. 

Not Applicable.
 
B.  
Memorandum and articles of association. 


The information required by Item 10.B. is hereby incorporated by reference from  the Company's previous Report on Form 20-F filed in March of 2006 on
the  EDGAR system.
 
 
 
28


 
C.  
Material contracts.

The Company has not entered into any material contracts, other than in the ordinary course of business, during the preceding two years.
 
D.  
Exchange controls. 

Canada has no system of currency exchange controls. There are no exchange restrictions on borrowing from foreign countries nor on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlements of trade debts or the repatriation of capital.
 
 
29

 
The Investment Canada Act (the “ICA”), enacted on June 20, 1985, requires prior notification to the Government of Canada on the “acquisition of control” of Canadian businesses by a non-Canadian, as defined by the ICA. Certain acquisitions of control, discussed below, are reviewed by the Government of Canada. The term “acquisition of control” is defined as one or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business, or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business. The acquisition of the majority of the outstanding shares is deemed to be an “acquisition of control” of a corporation. The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an “acquisition of control” of a corporation unless it can be established that the purchaser will not control the corporation.

Investments requiring notification and review are all direct acquisitions of Canadian business with assets of Cdn. $5,000,000 or more (subject to the comments below on WTO investors) and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than Cdn. $50,000,000 or with assets of between $5,000,000 and Cdn. $50,000,000 which represent more than 50% of the value of the total international transactions. In addition, specific acquisitions or new business in designated types of business activities related to Canada’s cultural heritage or national identity could be reviewed if the government of Canada considers that it is in the public interest to do so.

The ICA was amended with the implementation of the agreement establishing the World Trade Organization (“WTO”) to provide for special review of thresholds for “WTO investors”, as defined in the ICA. “WTO investors” generally means:

(a) an individual, other than a Canadian, who is a member of a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member.

(b) governments of WTO members; and

(c) entities that are not Canadian controlled, but which are WTO investor controlled as determined by the rules specified in the ICA.

The special review thresholds for WTO investors do not apply, and general rules described above do not apply, to the acquisition of control of certain types of businesses specified in the ICA, including business that is a “cultural business”. If the WTO investor rules apply, an investment in the shares of the Company by or from a WTO investor will be reviewable only if it is an investment to acquire control of the Company and the value of the assets of the Company is equal to or greater than a specified amount (the “WTO Review Threshold”). The WTO Review Threshold is adjusted annually by using a formula relating to increases in the nominal gross domestic product of Canada. The 1996 WTO Review Threshold is Cdn. $168,000,000.
 
 
30

 
If any non-Canadian, whether or not a WTO investor, acquires control of the Company by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment. A non-Canadian, or non-WTO investor, is required to provide a notice to the government on the establishment of a new Canadian business. If the business of the Company is then a prescribed type of business activity related to Canada’s cultural heritage or national identity, and if the Canadian government considers it in the public interest to do so, then the Canadian government may give a notice in writing within 21 days requiring the investment to be reviewed.

For non-Canadian (other than WTO investors), and indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls the Company, is reviewable if the value of the assets of the Company is then Cdn. $50,000,000 or more. If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor. Special rules specified in the ICA apply if the assets of the Company is more than 50% of the value of the assets of the entity so acquired. By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly controls the Company, and the value of the assets of the company and all other entities carrying on business in Canada, calculated in the manner provided by the ICA and the regulations under the ICA, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Company forms a part, then the threshold for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold of CDN. $5,000,000 for non-Canadian other than a WTO investor. If the value exceeds that level the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of shares by the Company.

If an investment is renewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the ICA (the “Director”) prior to the investment taking place and the investment may not be consummated until the review has been completed. There are, however, certain exceptions. Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review. In addition, the Minister (a person designated as such under the ICA) may permit an investment to be consummated prior to completion of the review, if he is satisfied that the delay would cause undue hardship to the acquirer or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquirer and any representation submitted to the Director by a province that is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant. Some of the factors to be considered are:
 
 
31

 
(a) the effect of the investment on the legal economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada;

(b) the effect of the investment on exports from Canada;

(c) the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part;

(d) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;

(e) the effect of the investment on competition within any industry or industries in Canada;

(f) the compatibility of the investment with national, industrial, economic, and cultural policies;

(g) the compatibility of the investment with national, industrial, economic, and cultural policies taking into consideration industrial, economic, and cultural objectives enunciated by the government of legislature of any province likely to be significantly affected by the investment; and

(h) the contribution of the investment to Canada’s ability to compete in world markets.

To ensure prompt review, the ICA set certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, the Minister must notify the acquirer that he is satisfied that the investment is likely to be of net benefit to Canada, or that he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquirer agrees to longer period), or he is not satisfied that the investment is likely to be of net benefit to Canada.

Where the Minister has advised the acquirer that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquirer has the right to make representations and submit undertakings within 30 days of the date of notice (or any period that is agreed upon between the acquirer and the Minister). On the expiration of the 30 day period (or the agreed-upon extension), the Minister must quickly notify the acquirer that he is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the acquirer my not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.

The ICA provides civil remedies for non-compliance with any provision. There are also criminal penalties for breach of confidentiality or providing false information.
 
 
32

 
Except as provided in the ICA, there are no limitations under the laws of Canada, the Province of British Columbia, or in any constituent documents of the Company on the right of non-Canadians to hold or vote the common shares of the Company.

E.  
Taxation. 

Certain United States Federal Income Tax Consequences

The following is a general discussion of the material United States Federal income tax law for U.S. holders that hold such common shares as a capital asset, as defined under United States Federal income tax law and is limited to discussion of U.S. Holders that own less than 10% of the common stock. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any future legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of common shares of the Company who or which is a citizen or individual resident (or is treated as a citizen or individual resident) of the United States for federal income tax purposes, a corporation or partnership created or organized (or treated as created or organized for federal income tax purposes) in the United States, including only the States and District of Columbia, or under the law of the United States or any State or Territory or any political subdivision thereof, or a trust or estate the income of which is includable in its gross income for federal income tax purposes without regard to its source, if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States trustees have the authority to control all substantial decisions of the trust. For purposes of this discussion, a U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers and Holders who acquired their stock through the exercise of employee stock options or otherwise as compensation.
 
 
33

 
Distributions on common shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.
 
Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations, which are beyond the scope of this discussion. There is, at present, legislation before the US Congress which would affect the taxation of foreign, and in particular, Canadian dividend income accruing to US residents. Individual shareholders should consult their tax and legal advisers as to their particular, individual tax situation.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations, which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as "passive income," "high withholding tax interest," "financial services income," "shipping income" and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.
 
 
34

 
Disposition of common shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder. Any capital gain will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Canadian Federal Income Taxation

The following discussion summarizes the principal Canadian federal income tax considerations generally applicable to a person who owns one or more common shares of the Company (the “Shareholder”), and who at all material times for the purposes of the Income Tax Act (Canada) (the "Canadian Act") deals at arm's length with the Company, holds all common shares solely as capital property, is a non-resident of Canada, and does not, and is not deemed to, use or hold any Common share in or in the course of carrying on business in Canada. It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for the purposes of the Canadian Act.

This summary is based on the current provisions of the Canadian Act, including the regulations thereunder, and the Canada-United States Income Tax Convention (1980) (the "Treaty") as amended. This summary takes into account all specific proposals to amend the Canadian Act and the regulations thereunder publicly announced by the government of Canada to the date hereof and the Company's understanding of the current published administrative and assessing practices of Canada Customs and Revenue Agency. It is assumed that all such amendments will be enacted substantially as currently proposed, and that there will be no other material change to any such law or practice, although no assurances can be given in these respects. Except to the extent otherwise expressly set out herein, this summary does not take into account any provincial, territorial or foreign income tax law or treaty.
 
 
35

 
This summary is not, and is not to be construed as, tax advice to any particular Shareholder. Each prospective and current Shareholder is urged to obtain independent advice as to the Canadian income tax consequences of an investment in common shares applicable to the Shareholder’s particular circumstances.

A Shareholder generally will not be subject to tax pursuant to the Canadian Act on any capital gain realized by the Shareholder on a disposition of a Common share unless the Common share constitutes "taxable Canadian property" to the Shareholder for purposes of the Canadian Act and the Shareholder is not eligible for relief pursuant to an applicable bilateral tax treaty. A Common share that is disposed of by a Shareholder will not constitute taxable Canadian property of the Shareholder provided that the Common share is listed on a stock exchange that is prescribed for the purposes of the Canadian Act (the Toronto Stock Exchange is so prescribed), and that neither the Shareholder, nor one or more persons with whom the Shareholder did not deal at arm's length, alone or together at any time in the five years immediately preceding the disposition owned, or owned any right to acquire, 25% or more of the issued shares of any class of the capital stock of the Company. In addition, the Treaty generally will exempt a Shareholder who is a resident of the United States for the purposes of the Treaty, and who would otherwise be liable to pay Canadian income tax in respect of any capital gain realized by the Shareholder on the disposition of a Common share, from such liability provided that the value of the Common share is not derived principally from real property (including resource property) situated in Canada or that the Shareholder does not have, and has not had within the 12-month period preceding the disposition, a "permanent establishment" or "fixed base," as those terms are defined for the purposes of the Treaty, available to the Shareholder in Canada. The Treaty may not be available to a non-resident Shareholder that is a U.S. LLC, which is not subject to tax in the U.S.

Any dividend on a Common share, including a stock dividend, paid or credited, or deemed to be paid or credited, by the Company to a Shareholder will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, or such lesser rate as may be available under an applicable income tax treaty. Pursuant to the Treaty, the rate of withholding tax applicable to a dividend paid on a Common share to a Shareholder who is a resident of the United States for the purposes of the Treaty will be reduced to 5% if the beneficial owner of the dividend is a company that owns at least 10% of the voting stock of the Company, and in any other case will be reduced to 15%, of the gross amount of the dividend. It is Canada Customs and Revenue Agency‘s position that the Treaty reductions are not available to a Shareholder that is a "limited liability company" resident in the United States. The Company will be required to withhold any such tax from the dividend, and remit the tax directly to Canada Customs and Revenue Agency for the account of the Shareholder.

F. Dividends and paying agents. 

Not Applicable.
 
36

 
G. Statement by experts. 

Not Applicable.

 H. Documents on display. 

The documents concerning the Company which are referred to in the document are located at its principal executive office in Toronto, at the address stated at the beginning of this document.
 
 I. Subsidiary Information. 

    Not Applicable.  

Item 11. Quantitative and Qualitative Disclosures About Market Risk.
 
Not Applicable.

Item 12. Description of Securities other than Equity Securities.

Not Applicable.
PART II
 
Item 13. Defaults, Dividend Arrearages and Delinquencies.

Not Applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
 
Not Applicable.

Item 15. Controls and Procedures.
 

Our Chief Executive Officer and President, Gerry Racicot and our Chief Financial Officer, Jason Moretto, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in US Exchange Act Rule 13(a)-14(c)) as of the date of this Form 20-F, have concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level to ensure that material information relating to the Company was made known to them by others within the Company particularly during the period in which this Form 20-F was being prepared.

Under US Exchange Act Rule 13a-15(e) the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the US Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the US Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

15.D  Changes in Internal Control over financial reporting

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date our Chief Executive Officer and our Chief Accounting Officer completed their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls requiring corrective actions.
 
 
 
37


Item 16. [Reserved]

Item 16A. Audit committee financial expert.

The Company’s Board of Directors has determined that the Company has at least one audit committee financial expert serving on its audit committee. The Company’s audit committee financial expert is Sidney Harkema, who is independent for audit committee purposes.

Item 16B. Code of Ethics.

The Company has adopted a code of ethics that applies to its Chief Executive Officer and Chief Financial Officer. The code of ethics may be viewed on the Company’s website, www.eigertechnology.com.

 
Item 16C. Principal Accountant Fees and Services
 
(a)  Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements, together with services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were approximately $40,000 for the year ending September 30, 2006 and $18,000 for the year ending September 30, 2005.

(b)  Audit-Related Fees

The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements but are not reported under paragraph (a) of this Item were zero ($nil).

(c)  Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $5,000 for the year ended September 30, 2006 and $2,000 for the year ended September 30, 2005 for preparation of the Company’s tax returns.

(d)  All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than services disclosed in paragraphs (a) through (c) of this Item were $nil in the year ending September 30, 2006 and $nil in the year ending September 30, 2005.

16.D  Exemptions from the Listing Standards for Audit Committees

The disclosure required under Exchange Act Rule 10A-3(d) is not applicable to the Company.

16.E Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company made no issuer repurchases, including any made pursuant to a publicly announced plan or program or made pursuant to a plan or program that was not announced publicly, in the last two fiscal years. The Company made no open market issuer repurchases.
 
 
PART III
 
 
Item 17. Financial Statements.
 

    See Item 18.
 
Item 18. Financial Statements.
 
The following financial statements are attached to and form part of this Annual Report:

Audit Report
Audited Consolidated Financial Statements of the Company for the years ended September 30, 2006, September 30, 2005 and September 30, 2004.


 
Item 19. Exhibits.
 
 
    
 

 Exhibit Number    Page
     
 1.1  Certificate of Incorporation dated September 8, 1986.  *
 1.2  Certificate of Name Change dated November 26, 1999.  *
 1.3   Articles (Bylaws) of the Corporation.  *
 1.4   Company Stock Option Plan          *
 4.a.1  Plan of Exchange dated as of August 3, 2001 between Onlinetel and Eiger Technology, Inc.  *
 4.a.2
 Share Purchase Agreement dated as of November 8, 2001 among ETIFF Holdings Inc., K-Tronik  
 International Corp., and LMC Capital Corp.
 *
 4.a.3
 Share Purchase Agreement dated as of December 19, 2001 among
 Vision Unlimited Equipment Inc., ADH Custom Metal Fabricators Inc.,
 and Newlook Capital Corp.     
 *
 31   Section 302 Certifications  
 32   Section 906 Certifications  
     
 *      Incorporated by reference, as previously filed with the Commission  
 
   
 
 
 
 

.



SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
 
Eiger Technology, Inc.

/s/ GERRY RACICOT

Gerry Racicot
President and C.E.O.
 
March 27, 2007
 
 
38


 
EIGER TECHNOLOGY, INC.
 
AND SUBSIDIARIES
 
CONSOLIDATED FINANCIAL STATEMENTS
 
YEARS ENDED SEPTEMBER 30, 2006, 2005 (RESTATED) AND 2004 (RESTATED)
 
(EXPRESSED IN CANADIAN DOLLARS)
 
CONTENTS
 
 
 

 
 Auditors' Report
 1
   
 Comments by Auditors on Canada - United States Reporting Differences
 2
   
 Consolidated Balance Sheets
 3
   
 Consolidated Statements of Operations
 4
   
 Consolidated Statements of Cash Flows
 5
   
 Notes to Consolidated Financial Statements
 6-32
 
 
 
 
 
 

 

 

    
-1-


 
AUDITORS' REPORT
 
To the Shareholders of
Eiger Technology, Inc.
 
We have audited the consolidated balance sheets of Eiger Technology, Inc. as at September 30, 2006, 2005 and 2004 and the consolidated statements of operations and cash flows for each of the years in the three-year period ended September 30, 2006. The 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 Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at September 30, 2006, 2005 and 2004 and the results of its operations and its cash flows for the years in the three-year period ended September 30, 2006 in accordance with Canadian generally accepted accounting principles.
 
As described in note 4 to the consolidated financial statements, the accompanying consolidated financial statements of the company as at September 30, 2005 and 2004 and for the years then ended have been restated. We therefore withdraw our previous report dated December 22, 2005 on those financial statements originally filed.
 
 
"SF Partnership, LLP"
CHARTERED ACCOUNTANTS
The Madison Centre
4950 Yonge Street, Suite 400
Toronto, Ontario Canada  M2N 6K1
Telephone: 416-250-1212   Fax: 416-250-1225   email: general@sfgroup.ca 
December 29, 2006
 
 
-2-


EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2006, 2005 and 2004
 

     
2006
   
2005
   
2004
 
            Restated - (Note 4)      Restated - (Note 4)   
ASSETS
                   
Current
                   
   Cash
 
$
75,000
 
$
25,000
 
$
-
 
   Short‑term investments
   
27,000
   
-
   
8,000
 
   Accounts receivable, net allowance for doubtful
                   
      accounts (note 6)
   
262,000
   
586,000
   
1,087,000
 
   Prepaid expenses and sundry assets
   
34,000
   
59,000
   
21,000
 
   Current assets of discontinued operations (note 7)
   
-
   
3,000
   
3,393,000
 
   Income taxes recovery
   
7,000
   
-
   
-
 
                     
Total Current Assets
   
405,000
   
673,000
   
4,509,000
 
Property and Equipment (note 8)
   
986,000
   
1,148,000
   
1,558,000
 
Advance to Corporation (note 9)
   
31,000
   
96,000
   
96,000
 
Licensing Rights (note 10)
   
1,479,000
   
-
   
-
 
Other Asset
   
-
   
15,000
   
15,000
 
Assets of Discontinued Operations (note 7)
   
-
   
-
   
1,109,000
 
                     
Total Long-Term Assets
   
2,496,000
   
1,259,000
   
2,778,000
 
                     
Total Assets
 
$
2,901,000
 
$
1,932,000
 
$
7,287,000
 
LIABILITIES
                   
Current
                   
   Bank indebtedness
 
$
-
 
$
-
 
$
3,000
 
   Accounts payable and accrued charges
   
1,077,000
   
1,030,000
   
1,904,000
 
   Capital lease obligations - current portion (note 11)
   
-
   
82,000
   
380,000
 
   Other payable (note 12)
   
699,000
   
923,000
   
-
 
   Deferred revenue (note 13)
   
458,000
   
387,000
   
333,000
 
   Current liabilities of discontinued operations (note 7)
   
-
   
2,000
   
5,166,000
 
                     
Total Current Liabilities
   
2,234,000
   
2,424,000
   
7,786,000
 
Capital Lease Obligations (note 11)
   
-
   
-
   
82,000
 
Liabilities of Discontinued Operations (note 7)
   
-
   
-
   
265,000
 
Total Long-Term Liabilities
   
-
   
-
   
347,000
 
                     
Total Liabilities
   
2,234,000
   
2,424,000
   
8,133,000
 
Non-Controlling Interests in Subsidiaries
   
695,000
   
-
   
-
 
 
                   
Commitments and Contingencies (note 14)
                   
SHAREHOLDER'S DEFICIT
                   
Share Capital (note 15)
   
43,839,000
   
43,839,000
   
43,839,000
 
Stock-Based Compensation (note 15)
   
1,705,000
   
1,333,000
   
-
 
Accumulated Deficit
   
(45,572,000
)
 
(45,664,000
)
 
(44,685,000
)
                     
Total Shareholder's Deficit
   
(28,000
)
 
(492,000
)
 
(846,000
)
                     
Total Liabilities and Shareholder's Deficit
 
$
2,901,000
 
$
1,932,000
 
$
7,287,000
 

 
APPROVED ON BEHALF OF THE BOARD
          "GERRY RACICOT" (Director)                                                                                      "JASON MORETTO" (Director)                                                   
 
 


(The accompanying notes are an integral part of these consolidated financial statements.)
 
- 3 -




EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended September 30, 2006, 2005 and 2004
 

     
2006
   
2005
   
2004
 
            Restated - Note 4)       (Restated - Note 4)   
                     
Revenues
 
$
3,759,000
 
$
4,861,000
 
$
5,735,000
 
                     
Cost of Revenues
   
2,791,000
   
3,581,000
   
4,778,000
 
                     
Gross Profit
   
968,000
   
1,280,000
   
957,000
 
                     
Expenses
                   
   Selling, general and administrative
   
1,479,000
   
1,633,000
   
2,925,000
 
   Amortization of property and equipment
   
348,000
   
459,000
   
321,000
 
   Amortization of intangibles
   
-
   
-
   
13,000
 
   Foreign exchange loss (gain)
   
25,000
   
(9,000
)
 
-
 
   Stock-based compensation (note 15)
   
372,000
   
238,000
   
-
 
                     
Total Expenses
   
2,224,000
   
2,321,000
   
3,259,000
 
                     
Loss from operations
   
(1,256,000
)
 
(1,041,000
)
 
(2,302,000
)
Other Income (Expenses)
                   
   Interest and bank charges
   
(187,000
)
 
(159,000
)
 
(270,000
)
   Goodwill impairment loss
   
-
   
-
   
(336,000
)
   Writedown of advance to corporation (note 9)
   
(45,000
)
 
-
   
-
 
   Gain on sale of shares by subsidiaries (note 15)
   
1,512,000
   
-
   
-
 
   Gain on sale of investment in subsidiary
   
43,000
   
-
   
-
 
Total Other Income (Expenses)
   
1,323,000
   
(159,000
)
 
(606,000
)
Earnings (Loss) from Continuing Operations
                   
   before Income Taxes
   
67,000
   
(1,200,000
)
 
(2,908,000
)
   Provision for income taxes - future (note 17)
   
-
   
-
   
98,000
 
                     
Earnings (Loss) before Non-Controlling Interests
   
67,000
   
(1,200,000
)
 
(3,006,000
)
   Non-controlling interests
   
(25,000
)
 
-
   
-
 
Earnings (Loss) from Continuing Operations
   
92,000
   
(1,200,000
)
 
(3,006,000
)
Earnings (Loss) from Discontinued Operations
                   
   (no tax effect) (note 7)
   
-
   
950,000
   
(3,000,000
)
Net Earnings (Loss)
   
92,000
   
(250,000
)
 
(6,006,000
)
Deficit - beginning of year, as previously reported
   
(44,806,000
)
 
(40,023,000
)
 
(33,585,000
)
   Restatement (Note 4)
   
(858,000
)
 
(4,296,000
)
 
(5,094,000
)
Deficit - beginning of year, as restated
   
(45,664,000
)
 
(44,319,000
)
 
(38,679,000
)
   Change in accounting policy - (note 5)
   
-
   
(1,095,000
)
 
-
 
Deficit -end of year
 
$
(45,572,000
)
$
(45,664,000
)
$
(44,685,000
)
                     
Earnings (Loss) Per Weighted Average Number
                   
of Shares Outstanding - Basic and diluted
                   
   Continuing Operations
 
$
0.002
 
$
(0.031
$
(0.078
   Net earnings (loss)
 
$
0.002
 
$
(0.006
$
(0.156
                     
Weighted Average Number of Shares
                   
Outstanding - Basic and Diluted
   
38,819,054
   
38,819,054
   
38,409,417
 
                     


(The accompanying notes are an integral part of these consolidated financial statements.)
 
- 4 -




EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended September 30, 2006, 2005 and 2004


     
2006
   
2005
   
2004
 
            (Restated - Note 4)      (Restated- Note 4)   
Cash Flows from Operating Activities
                   
   Net earnings (loss) from continuing operations
 
$
92,000
 
$
(1,200,000
)
$
(3,006,000
)
   Adjustments for:
                   
      Amortization of property and equipment
   
348,000
   
459,000
   
321,000
 
      Amortization of intangibles
   
-
   
-
   
13,000
 
      Non‑controlling interests
   
(25,000
)
 
-
   
-
 
      Future income taxes
   
-
   
-
   
98,000
 
      Goodwill impairment loss
   
-
   
-
   
336,000
 
      Stock‑based compensation
   
372,000
   
238,000
   
-
 
      Writedown of advance to corporation
   
45,000
   
-
   
-
 
      Gain on sale of shares by subsidiaries
   
(1,512,000
)
 
-
   
-
 
      Gain on sale of investment in subsidiary
   
(43,000
)
 
-
   
-
 
   Funds used in continuing operating activities
   
(723,000
)
 
(503,000
)
 
(2,238,000
)
   Changes in non‑cash working capital
                   
      Accounts receivable
   
324,000
   
501,000
   
(102,000
)
      Prepaid expenses and sundry assets
   
25,000
   
(38,000
)
 
10,000
 
      Income taxes recovery
   
(7,000
)
 
-
   
-
 
      Accounts payable and accrued charges
   
47,000
   
(874,000
)
 
999,000
 
      Other payable
   
(224,000
)
 
923,000
   
-
 
      Deferred revenue
   
71,000
   
54,000
   
333,000
 
   Net funds (used in) provided by continuing
                   
      operating activiteis
   
(487,000
)
 
63,000
   
(998,000
)
   Net earnings (loss) from discontinued operations
   
-
   
950,000
   
(3,000,000
)
   Adjustments for:
                   
      Non‑cash foreign currency translation adjustment
   
-
   
366,000
   
-
 
      Loss (gain) on disposal of assets of discontinued
                   
         operations
   
-
   
(1,057,000
)
 
205,000
 
   Assets of discontinued operations
   
3,000
   
5,556,000
   
8,150,000
 
   Liabilities of discontinued operations
   
(2,000
)
 
(5,429,000
)
 
(4,762,000
)
                     
   Net funds provided by discontinuing operations
   
1,000
   
386,000
   
593,000
 
                     
Cash Flows from Investing Activities
                   
   Decrease (increase) in short‑term investments
   
(27,000
)
 
8,000
   
23,000
 
   Decrease in advance to corporation
   
20,000
   
-
   
-
 
   Acquisition of property and equipment
   
(186,000
)
 
(49,000
)
 
(589,000
)
   Proceeds from sale of investment in subsidiary
   
43,000
   
-
   
-
 
   Acquisition of licensing rights
   
(27,000
)
 
-
   
-
 
   Decrease in other asset
   
15,000
   
-
   
-
 
                     
   Net funds used in investing activities
   
(162,000
)
 
(41,000
)
 
(566,000
)
                     
Cash Flows from Financing Activities
                   
   Repayment of capital lease obligations
   
(82,000
)
 
(380,000
)
 
-
 
   Contributions from non‑controlling interests, net of
                   
      share insurance costs
   
780,000
   
-
   
-
 
   Bank indebtedness
   
-
   
(3,000
)
 
(72,000
)
   Proceeds from issuance of common shares
   
-
   
-
   
937,000
 
                     
   Net funds provided by (used in) financing activities
   
698,000
   
(383,000
)
 
865,000
 
                     
Net Increase (Decrease) in Cash
   
50,000
   
25,000
   
(106,000
)
Cash ‑ beginning of year
   
25,000
   
-
   
106,000
 
                     
Cash ‑ end of year
 
$
75,000
 
$
25,000
 
$
-
 
                     

(The accompanying notes are an integral part of these consolidated financial statements.)
 
- 5 -




 
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.
Going Concern
 
The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles ("GAAP") and accounting principles generally accepted in the United States of America.
 
The going concern basis of presentation 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.
 
There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficiency of $1,829,000 as at September 30, 2006 (2005 - $1,751,000; 2004 - $3,277,000) and an accumulated deficit of $45,572,000 as at September 30, 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 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.
 
3.
Significant Accounting Policies
 
These consolidated financial statements have been prepared in accordance with Canadian GAAP which, except as noted in note 18, are consistent in all material respects with accounting principles generally accepted in the United States of America. The principal accounting policies followed by the Company are as follows:


- 6 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
3.
Significant Accounting Policies (cont'd)
 
 
a)
Basis of Presentation
 
The accompanying consolidated financial statements include the accounts of Eiger and its subsidiaries as listed in note 16 and are presented in Canadian dollars under the accrual method of accounting. The Company's principal subsidiaries are Newlook Industries Corp. ("Newlook") and Racino Royale, Inc. (“Racino”). Past subsidiaries, Eiger Net, Inc., Alexa Properties Inc. and K Tronik North American Corp. are presented as discontinued operations as at July 31, 2004, November 30, 2004 and December 15, 2004, respectively, as discussed in note 7. All significant intercompany transactions and balances have been eliminated upon consolidation.
 
On March 18, 2004, Newlook completed its acquisition of all the issued and outstanding shares of Onlinetel Corp. ("Onlinetel") from Eiger. As the transaction has been deemed a re-organization and not a business combination, Newlook's interest in Onlinetel has been treated as a transfer of ownership interest between related parties where there has not been a substantive change in equity ownership. Accordingly, due to the transfer of the interests using this method, Eiger's statements of operations, retained earnings and cash flows have been prepared using historical costs as if Newlook and Onlinetel had been combined for all periods presented.
 
 
b)
Short-term Investments
 
Short-term investments are comprised of Canadian money market funds and short-term commercial paper. They are valued at cost plus accrued interest, which approximates market value. Short-term investments are written down to market value when less than cost.
 
 
c)
Property and Equipment
 
Property and equipment are stated at cost based on the estimated useful lives of the assets, provided using the undernoted annual rates and methods:
 
 Furniture and Fixtures      20%  Declining Balance
 Computer Equipment      30%  Declining Balance
 Telecommunications Equipment  30%  Declining Balance
 Leasehold improvements  10 years
 
 Straight Line
    
    
 


- 7 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
3.
Significant Accounting Policies (cont'd)
 
 
d)
Goodwill
 
Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the identifiable tangible and intangible assets acquired, less liabilities assumed, based on their fair values. When the Company enters into a business combination, the purchase method of accounting is used. Goodwill is assigned as of the date of the business combination to reporting units that are expected to benefit from the business combination. Goodwill is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.
 
 
e)
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.
 
 
f)
Advertising Costs
 
The Company expenses advertising costs as incurred.
 
 
g)
Long-Lived Asset Impairment
 
The carrying values of long-lived assets are periodically reviewed by management and impairments would be recognized if the expected future operating non discounted cash flows derived from an asset were less than carrying value. No impairments have been recorded.
 
 
h)
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; however, these amounts are collected from an intermediary representing approximately 81% of accounts receivable at September 30, 2006 (2005 - 68%; 2004 - 46%) .
 
The Company is also exposed to credit risk with respect to its advance to Lexatec VR Systems Inc. and certain subsidiary investments. The advance to Lexatec VR Systems Inc. is partially secured by a pledge of reciprocal shareholdings.


- 8 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
3.
Significant Accounting Policies (cont'd)
 
 
i)
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 as services are provided;
 
 
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;
 
 
iv)
Dial around long distance casual calling services are recorded as revenue in the month in which the services are provided; and
 
 
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 as described in note 13.
 
 
j)
Sales of Shares by Subsidiaries
 
When a subsidiary sells unissued shares to new shareholders, the Company records an adjustment to reflect an increase or decrease in the carrying value of its investment and a resulting gain or loss in the consolidated statement of operations.


- 9 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
3.
Significant Accounting Policies (cont'd)
 
 
k)
Income Taxes
 
The Company accounts for and measures future tax assets and liabilities in accordance with the asset and liability method. Under this method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment of the change. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized.
 
 
l)
Earnings (Loss) Per Share
 
Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings (loss) per share, according to the treasury stock method, assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted earnings (loss) per share calculation. The diluted earnings (loss) per share calculation assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings (loss) per share. Stock options and share purchase warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be anti-dilutive.
 
 
m)
Use of Estimates
 
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.


- 10 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
3.
Significant Accounting Policies (cont'd)
 
 
n)
Foreign Currency Translation
 
The functional currency of the Company is the Canadian dollar. The Company's foreign operations are classified as integrated for foreign currency translation purposes. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the balance sheet date. Non-monetary items are translated at historical rates. Revenues and expenses, except for amortization, are translated at average year rates. Exchange gains and losses arising from the translation of monetary assets and liabilities are included in the determination of income for the period.
 
4.
Restatement of Previously Issued Consolidated Financial Statements
 
In 2006, the Company became aware of certain potential accounting issues affecting certain accounts in the prior years. The Company conducted an inquiry into these accounting issues. As a result, the Company is restating its previously issued consolidated financial statements for the years ended September 30, 2005 and 2004 due to accounting errors.
 
The effect on the consolidated statement of operations and the consolidated balance sheet for the year ended September 30, 2005 is as follows:
 

 
   
As Previously
             
 
   
Reported 
   
Change
   
Restated
 
                     
Consolidated Statement of Operations:
                   
   Selling, general and administrative (e)
   $
1,681,000
   $
(48,000
)
 $
1,633,000
 
   Stock‑based compensation (f)
   
168,000
   
70,000
   
238,000
 
   Non‑controlling interests (b)
   
316,000
   
(316,000
)
 
-
 
   Loss from continuing operations (b)
   
(1,460,000
)
 
260,000
   
(1,200,000
)
   (Loss) earnings from discontinued operations
                   
      (no tax effect) (g)
   
(2,486,000
)
 
3,436,000
   
950,000
 
   Net loss
   
(3,946,000
)
 
3,696,000
   
(250,000
)
   (Loss) earnings per weighted average number of
                   
      shares outstanding - basic and diluted
                   
   Continuing operations
   
(0.040
)
 
0.010
   
(0.030
)
   Net loss
   
(0.060
)
 
0.050
   
(0.010
)
   Weighted average number of shares outstanding -
                   
      basic and diluted
   
38,292,125
   
526,929
   
38,819,054
 
Consolidated Balance Sheet:
                   
   Short‑term investments (c)
   
8,000
   
(8,000
)
 
-
 
   Non‑controlling interests in subsidiaries (b)
   
308,000
   
(308,000
)
 
-
 
   Share capital (c) and (d)
   
43,297,000
   
92,000
   
43,389,000
 
   Accumulated deficit
   
(44,806,000
)
 
(858,000
)
 
(45,664,000
)
 


- 11 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
4.
Restatement of Previously Issued Consolidated Financial Statements (cont'd)
 
The effect on the consolidated statement of operations and the consolidated balance sheet for the year ended September 30, 2004 is as follows:
 

 
   
As Previously 
   
Increase
       
   
Reported 
   
(Decrease)
 
 
Restated
 
                     
Consolidated Statement of Operations:
                   
   Selling, general and administrative (e)
   $
2,944,000
   $
(19,000
)
 $
2,925,000
 
   Non‑controlling interests (b)
   
(730,000
)
 
730,000
   
-
 
   Loss from continuing operations (b)
   
(2,276,000
)
 
(730,000
)
 
(3,006,000
)
   Loss from discontinued operations (no tax effect) (g)
   
(3,904,000
)
 
904,000
   
(3,000,000
)
   Net loss
   
(6,180,000
)
 
174,000
   
(6,006,000
)
   Loss per weighted average number of shares
                   
      outstanding - basic abd diluted
                   
      Continuing operations
   
(0.06
)
 
(0.02
)
 
(0.08
)
      Net loss
   
(0.10
)
 
(0.06
)
 
(0.16
)
   Weighted average number of shares outstanding ‑
   
37,666,513
   
742,904
   
38,409,417
 
      basic and diluted
                   
Consolidated Balance Sheet:
                   
   Short‑term investments (c)
   
30,000
   
(22,000
)
 
8,000
 
   Non‑controlling interests in subsidiaries (b)
   
4,356,000
   
(4,356,000
)
 
-
 
   Share capital (c) and (d)
   
43,297,000
   
92,000
   
43,389,000
 
   Accumulated deficit
   
(39,765,000
)
 
(4,920,000
)
 
(44,685,000
)
 
 
 
a)
Accumulated Comprehensive Loss
 
It was determined that Racino had inadvertently excluded accumulated comprehensive loss from the determination of discontinued operations in 2005. The accumulated comprehensive loss primarily included foreign currency translation adjustments.
 
 
b)
Non-Controlling Interests in Subsidiaries
 
Due to the lack of a guarantee from non-controlling interests to contribute additional capital to eliminate the deficit of consolidated subsidiaries, the Company decided not to show a debit balance in non-controlling interests in subsidiaries in the consolidated balance sheets for 2005 and 2004.


- 12 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
4.
Restatement of Previously Issued Consolidated Financial Statements (cont'd)
 
 
c)
Treasury Shares
 
With information obtained in 2006, it was determined that treasury shares and short-term investments were not properly reflected in the Company's accounting records in the prior years.
 
 
d)
Reciprocal Shares
 
It was determined that the Company had inadvertently included reciprocal shareholding balances in its share capital account for a company that was no longer associated in 2005 and 2004.
 
 
e)
Sales Returns
 
It was determined that sales return balances were included in the selling, general and administrative expenses rather than being applied as a deduction to sales in 2005 and 2004.
 
 
f)
Stock-Based Compensation
 
It was determined that stock-based compensation balances did not include certain amounts from a subsidiary in 2005. Additionally, the disclosure notes for stock-based compensation were enhanced to comply with GAAP.
 
 
g)
Discontinued Operations
 
In 2006, it was determined that discontinued operations were overcharged for the impact of the non-controlling interests in 2005 and 2004.
 
As a result of the above items, the September 30, 2005 and 2004 figures, presented for comparative purposes, have been restated from those previously reported, in order to properly account for the errors.
 
 
h)
Commodity Taxes
 
In 2005, it was determined that Newlook had over paid commodity taxes to the provincial government in the amount of $258,000 in 2004. The correction of this error has been accounted for retroactively with a restatement of 2004 amounts. As a result of this restatement, sales and accounts receivable were increased by $258,000 and the net loss from continuing operations decreased by $258,000. The refund of the overpayment was received in 2005.


- 13 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
5.
Change in Accounting Policy
 
Executives and certain senior managers of the Company participate in the stock-based compensation plan, as described in note 15. 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 stock-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).
 
6.
Accounts Receivable
 
Accounts receivable are reported net of an allowance for doubtful accounts of $Nil (2005 - $Nil; 2004 - $Nil).
 
7.
Discontinued Operations
 
On July 31, 2004, the management of Eiger Net, Inc. ("Eiger Net") in South Korea acquired Eiger's interest in Eiger Net for a nominal sum as required by South Korean law. As such, the purchasers assumed all of the outstanding liabilities of Eiger Net, Inc. as at that date.
 
On November 30, 2004, Alexa Properties Inc. ("Alexa") sold its property in Stratford consisting of building and land with any related encumbrances discharged on that date. Alexa no longer has active operations.
 
On December 15, 2004, Racino entered into an agreement to sell all of its interest in K-Tronik North America Corp. ("KTNA") and the property and equipment of its subsidiary, K-Tronik Asia Corp. ("KTA") Racino is no longer engaged in the business of manufacturing, distributing or selling electronic ballasts.


- 14 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
7.
Discontinued Operations  (cont'd)
 
The operations of Eiger Net, Alexa, KTNA and KTA are presented in the consolidated financial statements as discontinued operations as follows:
 

     
2006
   
2005
   
2004
 
                     
Revenue
   $
-
   $
-
   $
7,524,000
 
Cost of revenue and expenses of discontinued operations
   
-
   
107,000
   
10,319,000
 
                     
Loss on discontinued operations
   
-
   
(107,000
)
 
(2,795,000
)
Gain (loss) on disposal of assets of discontinued
                   
operations
   
-
   
1,057,000
   
(205,000
)
Income taxes
   
-
   
-
   
-
 
                     
Earnings (loss) from discontinued operations
  $
-
   $
950,000
   $
(3,000,000
)
 

 
Assets and liabilities presented in the consolidated balance sheets include the following assets and liabilities of discontinued operations:
 

     
2006
   
2005
   
2004
 
                     
Current assets
   $
-
   $
3,000
   $
3,393,000
 
Property and equipment
   
-
   
-
   
1,109,000
 
                     
Assets of discontinued operations
   $
   $
3,000
   $
4,502,000
 
                     
Current liabilities
   
-
   
2,000
   
5,166,000
 
Long‑term debt
   
-
   
-
   
265,000
 
                     
Liabilities of discontinued operations
   $    $
2,000
 
 $
 
5,431,000
 
 



- 15 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
8.
Property and Equipment
 
    
                 
2006
   
2005
   
2004
 
         
Accumulated
   
Net Book
   
Net Book
   
Net Book
 
 
   
Cost
   
Amortization
   
Value
   
Value
   
Value
 
                                 
Furniture and fixtures
   $
172,000
   $
102,000
   $
70,000
   $
88,000
  $ 
102,000
 
Telecommunications equipment
   
1,867,000
   
1,249,000
   
617,000
   
882,000
   
1,200,000
 
Computer equipment
   
467,000
   
341,000
   
126,000
   
178,000
   
254,000
 
Leasehold improvements
   
185,000
   
12,000
   
173,000
   
-
   
2,000
 
                                 
     $
2,691,000
   $
1,704,000
  $ 
986,000
   $
1,148,000
  $ 
1,558,000
 

 
9.
Advance to Corporation
  
 
 
 
           2006
 
 
         2005
 
 
           2004
 
                     
     Advance to Lexatec VR Systems Inc.    $ 31,000     $ $ 96,000     $ 96,000   
 
 
The advance noted above is non-interest bearing, has no specific terms of repayment and is secured by a pledge of reciprocal shareholdings. In 2006, $21,000 was collected. At September 30, 2006, management recorded a writedown of the advance to the market value of the security.
 
10.
Licensing Rights
 
On June 14, 2006, Racino acquired the exclusive rights for a racetrack development opportunity in Saskatchewan, Canada. The consideration of $1,318,000 US (or $1,479,000 CAD as translated) for the acquired rights consisted of the following: (a) cash of $23,000 US, (b) issuance of 5,000,000 shares of Racino at a price of $0.24 US per share for a total amount of $1,200,000 US, (c) warrants in the equity of Racino valued at $94,000 US, and (d) legal costs of $1,000 US.
 
The warrants are exercisable at $0.10 US per share, expiring in three yeas from the date of issuance.
 
The fair value of the warrants was estimated on the date of issuance using the Black-Scholes option pricing model with the following weighted average assumptions used:
 
 Dividend yield  0.0%
 Expected volatility  106%
 Risk-free interest rate  4.3%
 Expected life  3 years
 


- 16 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
11.
Capital Lease Obligations
 
200620052004
 

     
2006
   
2005
   
2004
 
                     
Capital lease obligations ‑ secured by telecommunications equipment as described in note 8 having a net book value of $261,000 (2005 ‑ $374,000; 2004 ‑ $534,000), were repayable in monthly installments of principal and interest at rates ranging from 30% to 31% per annum.
  $
-
   $
88,000
   $
538,000
 
Less: amount representing interest
   
-
   
(6,000
)
 
(76,000
)
                     
Present value of net minimum lease payments
   
-
   
82,000
   
462,000
 
                     
Less: current portion
   
-
   
(82,000
)
 
(380,000
)
                     
Long‑term debt
   $
-
   $
-
   $
82,000
 
                     

 
During the year, the Company paid $6,000 (2005 - $76,000; 2004 - $146,000) in interest on long-term debt. The capital lease payments were discharged in the current year.
 
12.
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 of $580,000 (2005 - $899,000, 2004 - Nil) 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.
 
13.
Deferred Revenue
 
The Company deferred subscription fees received for its advertising based long distance calling subscription plans. As the subscription is for a one-year term of service, the fee is realized as income on a monthly basis over the one-year period. When a one-year subscription term expires, customers may continue service by renewing for another one-year term. Accordingly, the subscription fee at the time of renewal would be recognized over the period of the new subscription term. Monthly recognized revenue reflects the portion of existing plus new subscriber revenue.


- 17 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
14.
Commitments and Contingencies
 
 
a)
There is a claim outstanding against the Company by a former employee for wrongful dismissal, alleged breach of contract, punitive and aggravated damages and costs. It is the Company's opinion that there is no merit to the claim of breach of contract, punitive or aggravated damages. Management believes that damages resulting from this claim would be immaterial, if any.
 
 
b)
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:
 
            


2007
$          77,000
 
2008
102,000
 
2009
102,000
 
2010
102,000
 
2011
34,000
 
 
$      417,000
 
 
 
 
 
 
 
 
15.
Share Capital
 
Authorized: 100,000,000 Common Shares without par value
 
Issued:
 

     
2006
         
2,005
         
2004
       
 
   
No. of
         
No. of
         
No. of
       
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
 
Beginning of year
                                     
Issued
   
38,860,174
 
$
43,861,000
   
38,860,174
   $
43,861,000
   
37,608,951
   $
43,249,000
 
   ‑ private placement
                                     
   ‑ exercise of options
   
-
   
-
   
-
   
-
   
993,098
   
556,000
 
   ‑ other
   
-
   
-
   
-
   
-
   
130,000
   
56,000
 
   
-
   
-
   
-
   
-
   
128,125
   
-
 
 
                                     
End of year
   
38,860,174
   
43,861,000
   
38,860,174
   
43,861,000
   
38,860,174
   
43,861,000
 
Treasury shares
   
(41,120
)
 
(22,000
)
 
(41,120
)
 
(22,000
)
 
(41,120
)
 
(22,000
)
                                       
     
38,819,054
   $
43,839,000
   
38,819,054
   $
43,839,000
   
38,819,054
   $
43,839,000
 
 
 

 
 


- 18 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
15.
Share Capital (cont'd)
 
a) Stock Options - Eiger 
 
The Company awards unconditional stock options to employees, officers, directors and others at the recommendation of the Chief Executive Officer ("CEO") under an incentive stock plan (the "Plan"). Options are granted at the fair market value of the shares on the day granted, and vest over various terms. Compensation expense is recognized when options are issued (note 5). The following is a continuity schedule of outstanding options for the reporting periods, where WAEP refers to "weighted average exercise price" and yrs refers to "years".
 

 
No. of
2006
No. of
2005
No. of
2004
 
Options
WAEP
Options
WAEP
Options
WAEP
             
Beginning of year
5,099,000
$ 0.75
4,942,000
$ 1.15
4,246,000
$ 1.83
Granted
725,000
  0.49
1,000,000
  0.40
1,636,000
   0.86
Exercised
-
-
-
-
(130,000)
   0.43
Forfeited
(775,000)
  0.55
(230,000)
  0.93
(10,000)
   0.85
Expired
(1,493,000)
  1.08
(613,000)
  3.31
(800,000)
   4.29
             
End of year
3,556,000
$ 0.60
5,099,000
$ 0.75
4,942,000
$ 1.15

 
The following table summarizes stock option information outstanding at September 30, 2006.
 

 
Number
     
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
         
$0.40
1,175,000
 
3.57 yrs
$0.40
$0.50
765,000
 
0.59 yrs
$0.50
$0.55
320,000
 
2.01 yrs
$0.55
$0.57
100,000
 
1.42 yrs
$0.57
$0.85
796,000
 
2.50 yrs
$0.85
$0.96
400,000
 
2.23 yrs
$0.96
         
$0.40‑$0.96
3,556,000
 
2.34 yrs
$0.60
 

- 19 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
15.
Share Capital (cont'd)
 
a) Stock Options - Eiger (cont'd)
 
The following table summarizes stock option information outstanding at September 30, 2005.
 

 
Number
 
 
 
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
 
 
 
 
 
$0.40
1,000,000
 
3.01 yrs
$0.40
$0.50
   765,000
 
1.43 yrs
$0.50
$0.55
   320,000
 
2.53 yrs
$0.55
$0.57
   100,000
 
2.42 yrs
$0.57
$0.60
    225,000
 
3.64 yrs
$0.60
$0.75
1,178,000
 
0.55 yrs
$0.75
$0.85
    796,000
 
3.5 yrs
$0.85
$0.96
    400,000
 
3.23 yrs
$0.96
$1.50
     85,000
 
0.36 yrs
$1.50
$2.52
   150,000
 
0.19 yrs
$2.52
$2.75
     50,000
 
0.04 yrs
$2.75
$3.00
     30,000
 
0.08 yrs
$3.00
 
 
 
 
 
$0.40‑$3.00
5,099,000
 
2.11 yrs
$0.75
 
 
The following table summarizes stock option information outstanding at September 30, 2004.
 

 
Number
 
 
 
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
 
 
 
 
 
$0.50
765,000
 
2.43 yrs
$0.50
$0.55
320,000
 
3.53 yrs
$0.55
$0.57
100,000
 
3.42 yrs
$0.57
$0.60
225,000
 
4.64 yrs
$0.60
$0.75
              1,178,000
 
1.55 yrs
$0.75
$0.85
946,000
 
4.50 yrs
$0.85
$0.96
400,000
 
4.23yrs
$0.96
$1.08
  80,000
 
0.41 yrs
$1.08
$1.40
263,000
 
0.07 yrs
$1.40
$1.50
  85,000
 
1.36 yrs
$1.50
$2.52
150,000
 
1.19 yrs
$2.52
$2.75
  50,000
 
1.04 yrs
$2.75
$3.00
  30,000
 
1.08 yrs
$3.00
$4.75
350,000
 
0.70 yrs
$4.75
 
 
 
 
 
$0.50‑$4.75
4,942,000
 
2.60 yrs
$1.15
 


 
 
- 20 -
 

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)
 
 
15.
Share Capital (cont'd)
 
a) Stock Options - Eiger (cont'd)
 
In 2006, the Company awarded to employees, directors and consultants a total of 725,000 options to buy shares of the Company under the Plan. These options carry a term of five years, exercise prices ranging from $0.40 to $0.75. In 2006, 300,000 options were cancelled of the 725,000 options granted.
 
The estimated fair value of the options was determined using the Black-Scholes option pricing model with the following weighted average assumptions:
 

 
2006
2005
2004
       
Risk‑free interest rate
4.25%
4.11%
4.50%
Dividend yield
0%
0%
0%
Volatility factory of expected market price of the Company's shares
 77%
 62%
 65%
Expected option life (in years)
3
5
5
Weighted‑average grant date fair values of options granted
$0.04
 $0.22
 $0.55
options granted
 
 
 
 
No stock options were exercised during 2006 and 2005. In 2004 proceeds from the exercise of stock options of $56,000 was credited to share capital. In 2006, the Company (recovered) expensed $(57,000) (2005 - $167,000; 2004 - $Nil) related to the fair value of the options granted in 2006, 2005 and 2004, respectively.
 
Under the Plan, the Company has for issuance a maximum authorized number of 7,200,000 options to acquire common shares of the Company of which 3,644,000 options are available. The total proceeds that would be generated upon exercise of all issued and outstanding options is approximately $2,146,100.
 
b) Stock Options - Newlook
 
The Company's subsidiary, Newlook, awards unconditional stock options to employees, officers, directors and others at the recommendation of the CEO under an incentive stock plan (the "Newlook - Plan"). Options are granted at the fair market value of the shares on the day granted, and vest over various terms. Compensation expense is recognized when options are issued (note 5). The following is a continuity schedule of outstanding options for the reporting periods, where WAEP refers to "weighted average exercise price"and yrs refers to "years".


- 21 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
15.
Share Capital (cont'd)
 
b) Stock Options - Newlook (cont'd)
 

 
No. of
2006
No. of
2005
No. of
2004
 
Options
WAEP
Options
WAEP
Options
WAEP
             
Beginning of year
2,120,000
$ 0.47
1,050,000
$ 0.88
400,000
$ 0.55
Granted
1,550,000
   0.64
1,470,000
   0.45
1,000,000
   0.88
Exercised
(10,000)
   0.50
-
-
(50,000)
   0.50
Forfeited
(400,000)
   0.46
(400,000)
   1.59
(300,000)
   0.50
Expired
-
-
-
-
-
-
             
End of year
3,260,000
$ 0.56
2,120,000
$  0.48
1,050,000
$ 0.88
 
The following table summarizes stock option information outstanding at September 30, 2006.
 

 
Number
     
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
         
$0.40
  550,000
 
3.32 yrs
$0.40
$0.50
  910,000
 
2.64 yrs
$0.50
$0.55
  400,000
 
0.25 yrs
$0.55
$0.65
1,400,000
 
4.56 yrs
$0.65
         
$0.40‑$0.65
3,260,000
 
3.29 yrs
$0.55
         
 
 
The following table summarizes stock option information outstanding at September 30, 2005.
 

 
Number
     
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
         
$0.40
800,000
 
4.38 yrs
$0.40
$0.50
920,000
 
3.63 yrs
$0.50
$0.55
400,000
 
1.72 yrs
$0.55
         
$0.40‑$0.55
2,120,000
 
3.55 yrs
$0.47
 


- 22 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
15.
Share Capital (cont'd)
 
b) Stock Options - Newlook (cont'd)
 
The following table summarizes stock option information outstanding at September 30, 2004.
 

 
Number
     
 
Outstanding
 
Weighted‑Average
 
Exercise Prices
and
 
Remaining
Weighted‑Average
of Options
Exercisable
 
Contractual Life
Exercise Price
         
$0.50
 450,000
 
4.24 yrs
$0.50
$0.55
  400,000
 
2.72 yrs
$0.55
$2.68
  200,000
 
4.50 yrs
$2.68
         
$0.50‑$2.68
1,050,000
 
3.71 yrs
$0.93
 
 
In 2006, Newlook awarded to employees, directors and consultants a total of 1,550,000 options to buy shares of Newlook under the Newlook - Plan. These options carry a term of five years, exercise price was $0.65. In 2006, 400,000 options were cancelled of the 1,550,000 option granted.
 
The estimated fair value of the option was determined using the Black-Scholes option pricing model with the following weighted average assumptions:
 

 
2006
2005
2004
       
Risk‑free interest rate
3.75%
3.64%
4.50%
Dividend yield
0%
0%
0%
Volatility factory of expected market price of the Newlook's shares
 78%
 25%
 65%
Expected option life (in years)
3
5
5
Weighted‑average grant date fair values of options granted
$0.30
 $0.06
 0.05
 
 
10,000 stock options were exercised during 2006 (2005 - Nil; 2004 -50,000). The proceeds from the exercise of stock options of $5,000 was credited to share capital (2005 - Nil; 2004 - $25,000).
 
Under the Newlook - Plan, Newlook has for issuance a maximum authorized number of 5,200,000 options to acquire common shares of Newlook of which 1,940,000 options are available. The total proceeds that would be generated upon exercise of all issued and outstanding options is approximately $1,805,000.


- 23 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
15.
Share Capital (cont'd)
 
c) Stock-Based Compensation Pro-forma
 
The table below presents pro-forma net earnings (loss) using the fair market value method of accounting for stock-based compensation:
 

   
2006
 
2005
 
2004
 
 
         
Restated
   
Restated
 
Net earnings (loss) from continuing operations
                   
  ‑ as reported
   
92,000
   
(1,200,000
)
 
(3,006,000
)
Add: Stock‑based compensation included
                   
  in net earnings (loss)
   
372,000
   
238,000
   
-
 
Deduct: Stock‑based compensation
                   
  determined under the fair value method
   
(372,000
)
 
(238,000
)
 
(900,000
)
                     
Net earnings (loss) from continuing operations
                   
  ‑ pro‑forma
   
92,000
   
(1,200,000
)
 
(3,906,000
)
                     
Net earnings (loss) from discontinued operations
                   
  ‑ pro‑forma
   
-
   
950,000
   
(3,000,000
)
                     
Total pro‑forma net earnings (loss)
   
92,000
   
(250,000
)
 
(6,906,000
)
                     
Weighted average basic and diluted earnings (loss)
   
0.002
   
(0.006
)
 
(0.180
)
  per share - pro-forma
                   
                     
 
d) Sale of Shares by Subsidiaries
 
As discussed in note 10, Racino issued 5,000,000 common shares and warrants, to new shareholders as part of the consideration for certain licensing rights. The transaction resulted in a reduction of the Company's ownership interest in Racino from 64.0% to 50.4%. The Company recorded a $732,000 gain to record an increase in the carrying value of its investment as a result of the value of licensing rights received by Racino.
 
On February 14, 2006, Newlook completed a private placement of 500,000 shares at a price of $0.75 per share and 45,000 shares at a price of $0.50 per share, for a gross proceeds of $397,500 (before issuance costs of $70,000). Also, Newlook issued a total of 905,000 shares from the exercise of warrants and options on various dates during the year for gross proceeds of $452,500. These transactions resulted in the reduction of the Company's ownership interest in Newlook from 90.0% to 78.5%. The Company recorded a $780,000 gain to reflect an increase in the carrying value of its investment as a result of the cash proceeds from issuance of shares by Newlook.


- 24 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
16.
Subsidiaries and Related Party Transactions
 
The Company is related to the following corporations:
 
     
 Name of Corporation   Nature of Relationship
   
 Newlook Industries Corp.  78.5% Subsidiary
   
 Vision Unlimited Equipment Inc.*   100% Subsidiary of Newlook Industries Corp.
   
 A.D.H. Custom Metal Fabricators Inc.*   100% Subsidiary of Vision Unlimited Equipment Inc.
   
 Alexa Properties Inc.*   100% Subsidiary
   
 ETIFF Holdings LLC*  100% Subsidiary
   
 Racino Royale, Inc.  50.4% Subsidiary of ETIFF Holdings LLC
   
 Onlinetel Corp.  100% Subsidiary of Newlook Industries Corp.
   
 Onlinetel Inc .  100% Subsidiary of Onlinetel Corp.
   
 6584292 Canada Inc.   100% Subsidiary of Racino Royale, Inc.
 
 
    * Inactive or holding company only
 
All transactions within the corporate group 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 period totaled $300,000 (2005 - $300,000; 2004 - $325,750).
 
Included in accounts payable is a payable to directors, officers or corporations owned by management personnel of $387,750 (2005 - $267,500; 2004 - $Nil).


- 25 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
17.
Income Taxes
 
The Company accounts for income taxes using the asset and liability method. Tax asset and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rate. The effects of future changes in tax losses are not anticipated.
 
The provision for income taxes has been computed as follows:
 

     
2006
   
2005
   
2004
 
Expected income tax expense (recovery) at the statutory
                   
rate of 35.40% (2005 ‑ 36.12%, 2004 ‑ 34.68%)
   $
33,000
   $
(90,000
)
$ 
(1,974,000
)
Increase (decrease) in taxes resulting from:
                   
Gain on sale of shares by subsidiaries
   
(535,000
)
 
-
   
-
 
Non‑deductible management fees
   
106,000
   
-
   
-
 
Stock‑based compensation
   
132,000
   
86,000
   
-
 
Non‑taxable gains
   
(6,000
)
 
(99,000
)
 
-
 
Non‑deductible losses
   
-
   
-
   
44,000
 
Tax rate changes
   
103,000
   
(211,000
)
 
(93,000
)
Non‑controlling interests
   
(9,000
)
 
-
   
-
 
Others
   
6,000
   
8,000
   
-
 
Valuation allowances
   
170,000
   
306,000
   
2,121,000
 
                     
Provision for income taxes
   $
-
   $
-
  $ 
98,000
 
                     
 
The components of future income taxes are as follows:
 

     
2006
   
2005
   
2004
 
                     
Net operating loss carried forward
   $
5,210,000
   $
5,166,000
   $
5,075,000
 
Difference between accounting and tax carrying
                   
- value of equipment and intangibles
   
606,000
   
480,000
   
266,000
 
Valuation allowance
   
(5,816,000
)
 
(5,646,000
)
 
(5,341,000
)
                     
 
   $
-
   $
-
   $
-
 
 


- 26 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
17.
Income Taxes (cont'd)
 
The Company has tax losses of $14,718,000 available to be applied against future years' taxable income. In order to record a future income tax benefit, it must be more likely than not that the future tax asset resulting from the tax losses available for carryforward will be realized. Given the Company's uncertainty regarding profitability, the Company has to set up a 100% valuation allowance in respect of the future income tax asset. The tax losses expire in years ranging from 2005 through to 2016.
 
 
18.
Reconciliation Between Canadian and United States Generally Accepted Accounting Principles
 
These consolidated financial statements have been prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. Significant differences between Canadian and U.S. GAAP are summarized below.
 
 
a)
U.S. GAAP requires the measurement and reporting of "comprehensive income". Comprehensive income includes net income and all other changes to Shareholders' Deficit other than amounts received from or paid to shareholders. The impact on the Company's consolidated financial statements is presented below.
 
 
b)
Reconciliation to U.S. GAAP is as follows:
 
 
     
2006
   
2005
   
2004
 
                     
Net earnings (loss) under Canadian GAAP
   $
92,000
  $ 
(250,000
)
 $
(6,006,000
)
                     
Net earnings (loss) under U.S. GAAP
   
92,000
   
(250,000
)
 
(6,006,000
)
Foreign currency translation adjustment
   
-
   
-
   
-
 
                     
Comprehensive earnings (loss) under U.S. GAAP
   $
92,000
   $
(250,000
)
 $
(6,006,000
)
                     
Accumulated deficit under Canadian GAAP
   $
(45,572,000
)
$ 
(45,664,000
)
 $
(44,685,000
)
                     
Accumulated deficit under U.S. GAAP
 
 $
(45,572,000
)
 $
(45,664,000
)
 $
(44,685,000
)
                     

- 27 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
18.
Reconciliation Between Canadian and United States Generally Accepted Accounting Principles (cont'd)
 
 
c)
Recent Accounting Pronouncements
 
In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140” (“SFAS No. 155”). This statement permits fair value of remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest only strips and principal only strips are not subject to the requirements of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amended SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position.
 
In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (“SFAS No. 156”). In a significant change to current guidance, SFAS No. 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position.
 
In June 2006 FASB issued Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises’ financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes” ("SFAS No. 109"). FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing the effect, if any, FIN 48 will have on its financial position.


- 28 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
18.
Reconciliation Between Canadian and United States Generally Accepted Accounting Principles (cont'd)
 
 
c)
Recent Accounting Pronouncements (cont'd)
 
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (“SAB No. 108”), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements In Current Year Financial Statements”, SAB No. 108 was issued to provide consistency in how registrants quantify financial statement misstatements. The Company is required to and will initially apply SAB No. 108 in connection with the preparation of its annual financial statements for the year ending September 30, 2007. The Company does not expect the application of SAB No. 108 to have a material effect on its financial position and results of operations.
 
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” ("SFAS No. 157"), which is effective for calendar year companies on January 1, 2008. The statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The statement codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Company is currently assessing the potential impacts of implementing this standard.
 
In September 2006, the FASB issued SFAS No. 158, “Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132 (R)” ("SFAS No. 158"). SFAS No. 158 requires an employer to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status of a benefit plan is defined as the difference between the fair value of the plan assets and the plans benefit obligation. For a pension plan the benefit obligation is the projected benefit obligation and for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. SFAS No. 158 requires an employer to recognize as a component of other comprehensive income, net of tax, the gains and losses and prior service costs or credits that arise during the period but that are not recognized as components of net periodic benefit costs pursuant to SFAS No. 87 “Employers’ Accounting for Pensions”. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year end. Additional footnote disclosure is also required about certain effects on net periodic benefit cost for the next year that arise from the delayed recognition of gains or losses, prior service costs or credits, and transition asset or obligation. Except for the year end measurement requirement, SFAS No. 158 is effective for the year ending December 31, 2006. The Company does not anticipate that the adoption of this statement will have a material effect on its financial condition or operations.


- 29 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
19.
Supplemental Cash Flow Disclosure
 
During the year, the Company had cash flows arising from interest and income taxes paid as follows:
 


     
2006
   
2005
   
2004
 
                     
Interest paid
   $
68,000
   $
76,000
   $
173,000
 
                     
Income taxes paid
   $
-
   $
-
   $
-
 
 
The Company had non-monetary transactions as follows:
 
 
a)
For the year ended September 30, 2006, Racino acquired licensing rights of $1,479,000, of which $1,452,000 was paid by issuing shares and warrants (note 10).
 
 
b)
For the year ended September 30, 2004, property and equipment of $102,000 were acquired through capital lease.


- 30 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
20.
Segmented Information
 
Management has identified two reportable segments, “Newlook” and “Racino”. Segmentation is determined on the basis of the types of goods and services provided.
 
Newlook consists of Onlinetel Corp. and Onlinetel Inc., which provides VoIP services to the Canadian long distance market. Racino is engaged in a racetrack and casino development opportunity in Saskatchewan, Canada.
 
Accounting policies for the operating segments are the same as those described in note 3. There are no inter-segment revenues.
 
The results of the operations and the amounts invested in these segments are as follows:
 

     
2006
   
2005
   
2004
 
                     
Revenue by Segment:
                   
   Newlook
   $
3,629,000
   $
4,861,000
   $
5,735,000
 
   Racino
   
130,000
   
-
   
-
 
                     
Total Revenue by Segment
   $
3,759,000
   $ 
4,861,000
   $
5,735,000
 
                     
Net Earnings (Loss) by Segment:
                   
   Newlook
   $
(830,000
)
 $ 
(580,000
)
 $
(2,662,000
)
   Racino
   
(51,000
)
 
-
   
-
 
   Corporate
   
973,000
   
(620,000
)
 
(344,000
)
   Discontinued
   
-
   
950,000
   
(3,000,000
)
                     
Total Net Earnings (Loss) by Segment
   $
92,000
   $
(250,000
)
 $
(6,006,000
)
                     
Amortization by Segment:
                   
   Newlook
   $
334,000
   $
439,000
   $
309,000
 
   Corporate
   
14,000
   
20,000
   
12,000
 
                     
Total Amortization by Segment
   $
348,000
   $
459,000
   $
321,000
 
                     
 

- 31 -

 
EIGER TECHNOLOGY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2006, 2005 (Restated) and 2004 (Restated)


 
20.
Segmented Information (cont'd)
 
 

     
2006
   
2005
   
2004
 
                     
Capital Expenditures by Segment:
                   
   Newlook
   $
186,000
   $
49,000
   $
684,000
 
   Corporate
   
-
   
-
   
7,000
 
                     
Total Capital Expenditures by Segment
   $
186,000
   $
49,000
   $
691,000
 
                     
Identifiable Assets by Segment:
                   
   Newlook
   $
1,273,000
   $
1,762,000
   $
2,563,000
 
   Racino
   
1,516,000
   
-
   
-
 
   Corporate
   
112,000
   
167,000
   
222,000
 
   Discontinued
   
-
   
3,000
   
4,502,000
 
                     
Total Identifiable Assets by Segment
   $
2,901,000
   $
1,932,000
   $
7,287,000
 
                     
 
21.
Comparative Figures
 
Certain figures for the years ended September 30, 2005 and 2004 have been reclassified in order to conform with the current year's financial statement presentation.