10QSB/A 1 tglc050630-10qsba.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A Amendment No. 1 (Mark one) [X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2005. [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________ Commission File Number 000-50045 TRADESTREAM GLOBAL CORP. ---------------------------------------------- (Name of small business issuer in its charter) Delaware 33-0823179 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 123 Commerce Valley Drive East, Suite 300, Thornhill, Ontario L3T 7W8 -------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (905) 882-0221 ------------------------------- (Registrant's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No The number of shares outstanding of each of the issuer's classes of common equity, as of the close on June 30, 2005 is 5,958,672 shares. 1 TABLE OF CONTENTS ----------------- PART I FINANCIAL INFORMATION ------ --------------------- ITEM 1. FINANCIAL STATEMENTS (Pages F1 to F16)........................... 3 ITEM 2. PLAN OF OPERATION................................................ 4 ITEM 3. CONTROLS AND PROCEDURES.......................................... 4 PART II OTHER INFORMATION ------- ----------------- ITEM 1. LEGAL PROCEEDINGS................................................ 5 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...... 5 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................. 5 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............. 5 ITEM 5. OTHER INFORMATION................................................ 5 ITEM 6. EXHIBITS......................................................... 5 SIGNATURES.................................................................. 7 EXHIBIT INDEX............................................................... 8 2 PART I - FINANCIAL INFORMATION ------------------------------ Information provided in this Quarterly report on Form 10QSB may contain forward-looking statements within the meaning of Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but no limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10KSB. ITEM 1 - FINANCIAL STATEMENTS TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED) CONTENTS Report of Independent Registered Public Accounting Firm F1 Consolidated Balance Sheets F2 Consolidated Statements of Operations and Comprehensive Income (Loss) F3 Consolidated Statements of Cash Flows F4 Notes to Consolidated Financial Statements F5 - F16 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Tradestream Global Corp. (Formerly Pender International, Inc.) We have reviewed the accompanying consolidated balance sheet of Tradestream Global Corp. (formerly Pender International, Inc.), as at June 30, 2005 and the related consolidated statements of operations and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2005 and 2004, and the consolidated statements of cash flows for the six-month periods ended June 30, 2005 and 2004. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Tradestream Global Corp. (formerly Pender International, Inc.) as at December 31, 2004, and the related consolidated statements of operations and comprehensive income (loss), stockholder's deficiency, and cash flows for the year then ended [not presented herein], and in our report dated March 17, 2005 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ SF Partnership, LLP Toronto, Canada CHARTERED ACCOUNTANTS August 12, 2005 - F1 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Consolidated Balance Sheets June 30, 2005 and December 31, 2004 (Stated in United States Dollars) 2005 2004 (Unaudited) (Audited) ASSETS Current Sundry receivable $ 22,552 $ 4,978 Prepaids - 5,010 -------------------------- 22,552 9,988 Equipment, net (note 4) - 14,182 Notes Receivable (note 5) 3,250,000 - Investment in Armistice Resources Ltd. (note 6) - 812,509 Incorporation Cost - 1,422 -------------------------- $ 3,272,552 $ 838,101 ========================== LIABILITIES Current Bank indebtedness $ - $ 273 Accounts payable and accrued charges - 201,295 Loans payable (note 7) - 11,800 Income taxes payable 409,947 - Advances from related company (note 8) - 1,422 -------------------------- 409,947 214,790 -------------------------- STOCKHOLDER'S EQUITY Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding. Capital Stock, $0.0001 par value, 400,000,000 shares authorized, 5,958,672 shares issued and outstanding (2004 - 57,498,000) 823 821 Additional Paid-In Capital 835,449 626,579 Accumulated Other Comprehensive Income 143,177 171,494 Retained Earnings (Deficit) 1,883,156 (175,583) -------------------------- 2,862,605 623,311 -------------------------- $ 3,272,552 $ 838,101 ========================== (The accompanying notes are an integral part of these consolidated financial statements) - F2 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months and Six Months Ended June 30, 2005 and 2004 (Stated in United States Dollars) (Unaudited)
Three Months Ended June 30, Six Months Ended June 30, 2005 2004 2005 2004 ------------------------------------------------------------- Expenses Advertising and promotion $ - $ - $ 47,162 $ - General and administrative 12,573 698 27,545 3,314 Rent and occupancy 2,201 - 8,646 - Professional fees 1,656 18,948 38,607 - Property taxes 104 - - - Foreign exchange gain (4,595) - (6,163) - ------------------------------------------------------------- 11,939 19,646 115,797 3,314 ------------------------------------------------------------- Loss from Operations (11,939) (19,646) (115,797) (3,314) Other Gain on sale of subsidiary 249,919 - 249,919 - Loan forgiveness (note 7) - - 11,800 - ------------------------------------------------------------- Income (Loss) Before Discontinued Operations 237,980 (19,646) 145,922 (3,314) Gain from discontinued operations, net of taxes (note 11) 1,942,231 - 1,912,817 - ------------------------------------------------------------- Net Income (Loss) 2,180,211 (19,646) 2,058,739 (3,314) Foreign currency translation adjustment (20,406) - (28,513) - ------------------------------------------------------------- Comprehensive Income (Loss) $ 2,159,805 $ (19,646) $ 2,030,226 $ (3,314) ============================================================= Basic and Fully Diluted Income Per Share Before Discontinued Operations $ - $ - $ - $ - ============================================================= Basic and Fully Diluted Income Per Share $ 0.04 $ - $ 0.04 $ - ============================================================= Weighted Average Number of Shares - Basic and Fully Diluted 57,069,352 5,214,000 57,282,492 5,214,000 =============================================================
(The accompanying notes are an integral part of these consolidated financial statements) - F3 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Consolidated Statements of Cash Flows Six-Months Ended June 30, 2005 and 2004 (Stated in United States Dollars) (Unaudited) 2005 2004 Cash Flows from Operating Activities Net income (loss) $ 2,058,739 $ (3,314) Adjustments to reconcile net loss to net cash used in operating activities Gain from discontinued operations (1,912,817) - Gain on sale of subsidiary (249,919) - Sundry receivable (22,552) - Prepaids 5,010 - Accounts payable and accrued charges (75,381) - Loan forgiveness (11,800) - Notes receivable (3,250,000) - ----------------------------- (3,458,720) (3,314) ----------------------------- Cash Flows from Investing Activities Proceeds from sale of subsidiary 250,000 - Proceeds from sale of discontinued operations 3,000,000 - ----------------------------- 3,250,000 - ----------------------------- Cash Flows from Financing Activities Proceeds from issuance of common shares 208,720 - Proceeds from notes payable - 3,780 ----------------------------- 208,720 3,780 ----------------------------- Net Increase in Cash - 466 Foreign Exchange on Cash Balances - - Cash - beginning of period - 11 ----------------------------- Cash - end of period $ - $ 477 ============================= Supplemental Disclosure of Cash Flow Information: Cash paid during the year for: Interest $ - $ - ============================= Income taxes $ - $ - ============================= (The accompanying notes are an integral part of these consolidated financial statements) - F4 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 1. Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements of Tradestream Global Corp. ("Tradestream" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirements of item 310 (b) of Regulation S-B. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. Except for the adoption of new accounting policies as disclosed in note 3, there have been no significant changes of accounting policy since December 31, 2004. The results from operations for the period are not indicative of the results expected for the full fiscal year or any future period. On June 30, 2005, the Company changed its name from Pender International Inc. to Vianet Technology Group Ltd. On July 27, 2005, the Company changed its name to Tradestream Global Corp. 2. Going Concern These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred continuing losses in the past. The Company's continuation as a going concern is uncertain and dependant upon obtaining additional sources of financing to sustain its operations and successfully bringing about an acquisition and achieving future profitable operations, the outcome of which cannot be predicted at this time. In the event the Company cannot obtain the necessary funds, it will be unlikely that the Company will be able to continue as a going concern. The Company is planning to execute private placements to generate cash flow to sustain its current and future operations. The accompanying financial statements do not include any adjustments that might result from the eventual outcome of the uncertainty described above. 3. Summary of Significant Accounting Policies a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IMM Investments Inc. and Montebello Developments Corp. On consolidation, all material intercompany transactions have been eliminated. Both subsidiaries were sold on June 30, 2005. - F5 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 3. Summary of Significant Accounting Policies (cont'd) b) Use of Estimates In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. c) Equipment and Depreciation Equipment is stated at cost less accumulated depreciation. Depreciation, based on the estimated useful lives of the assets, is provided as follows: Computer 30% Declining Equipment 20% Declining d) Incorporation Cost Incorporation cost is recorded at cost and is not amortized as its life is deemed to be indefinite. The cost is tested annually for impairment in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". The impairment test consists of comparing the fair value of the incorporation cost with its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. As of June 30, 2004, no impairment losses were identified. Incorporation costs were disposed of as part of the sale of the Company's subsidiary, IMM Investments Inc. e) Income Taxes The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. - F6 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 3. Summary of Significant Accounting Policies (cont'd) f) Impairment of Long-Lived Assets In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", long-lived assets to be held and used are analysed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. As described in Note 2, the long-lived assets have been valued on a going concern basis. However, substantial doubt exists as to the ability of the Company to continue as a going concern. If the Company ceases operations, the asset values may be materially impaired. g) Fair Value of Financial Instruments The carrying value of the Company's sundry receivable, bank indebtedness, accounts payable and accrued charges, loans payable and advances from shareholder approximates fair value because of the short-term maturity of these financial instruments. h) Foreign Currency Translation The Company accounts for foreign currency translation pursuant to SFAS No. 52, "Foreign Currency Translation". The subsidiary's functional currency is the Canadian dollar. All assets and liabilities are translated into United States dollars using the current exchange rate. Revenues and expenses are translated using the average exchange rates prevailing throughout the year. Translation adjustments are included in other comprehensive income for the period. i) Comprehensive Income The Company adopted SFAS No. 130, "Reporting Comprehensive Income.", SFAS No. 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of operations, and consists of net income and unrealised gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS 87. SFAS No. 130 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations. - F7 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 3. Summary of Significant Accounting Policies (cont'd) j) Concentration of Credit Risk SFAS No. 105, "Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk", requires disclosure of any significant off-balance sheet risk and credit risk concentration. The Company does not have significant off-balance sheet risk or credit concentration. k) Segment Reporting SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" establishes standards for the manner in which public enterprises report segment information about operating segments. The Company has determined that its operations primarily involve two reportable segments based on the companies being consolidated: IMM Investments Inc. (Discontinued Operations) and Tradestream Global Corp. l) Income (Loss) Per Share Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. As of June 30, 2005 and 2004, the Company had no dilutive common stock equivalents, such as stock options or warrants. m) Long-Term Investment The Investment in Armistice Resources Ltd. is accounted for using the cost method. There is no readily available quoted market price for this investment and a reasonable estimate of fair value could not be made without incurring excessive costs, in accordance with SFAS No. 107, "Long-term Investments" the Company has disclosed additional information pertinent to the value of this unquoted investment in note 6. - F8 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 3. Summary of Significant Accounting Policies (cont'd) n) Recent Accounting Pronouncements In January 2003, the Financial Accounting Standards Board ("SFAS") issued SFAS Interpretation No. 46 "Consolidation of Variable Interest Entities", an interpretation of ARAB No. 51 ("FIN 46"). The SFAS issued a revised FIN 46 in December 2003 which modifies and clarifies various aspects of the original interpretations. A Variable Interest Entity ("VIE") is created when (I) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties or (ii) equity holders either (a) lack direct or indirect ability to make decisions about the entity, (B) are not obligated to absorb expected losses of the entity or (C) do not have the right to receive expected residual returns of the entity if they occur. If an entity is deemed to be a VIE, pursuant to FIN 46, an enterprise that absorbs a majority of the expected losses of the VIE is considered the primary beneficiary and must consolidate the VIE. For VIEs created before January 31, 2003, FIN 46 was deferred to the end of the first or annual period ending after March 15, 2004. The adoption of FIN 46 did not have a material impact on the financial position or results of operations of the Company. In May 2003, the SFAS issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity", which requires issuers to classify as liabilities the following three types of freestanding financial instruments: (1) mandatory redeemable financial instruments, (2) obligations to repurchase the issuer's equity shares by transferring assets; and (3) certain obligations to issue a variable number of shares. The Company adopted SFAS No. 150 for the year ended December 31, 2003 and December 31, 2004. The adoption of SFAS No. 150 did not have a material impact on the financial position or results of operations of the Company. In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition" which supersedes SAAB 101, "Revenue Recognition in Financial Statements." SAAB 104's primary purpose is to rescind the accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded as a result of the issuance of LEIF 00-21. The Company adopted the provisions of SAB No. 104 for the year ended December 31, 2003 and December 31, 2004. The adoption of SFAS No.104 did not have a material impact on the financial position or results of operations of the Company. In December 2003, a revision of SFAS No. 132, "Employers' Disclosures about Pensions and Other Posterior Benefits" was issued, revising disclosures about pension plans and other post retirements benefits plans and requiring additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit posterior plans. The revision of SFAS No. 132 did not have a material impact on the Company's financial statements. - F9 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 3. Summary of Significant Accounting Policies (cont'd) n) Recent Accounting Pronouncements (cont'd) In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact of SFAS No. 151 on its financial statements. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29". SFAS No. 153 replaces the exception from fair value measurement in APB Opinion No. 29 for non-monetary exchanges of similar productive assets with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is to be applied prospectively, and is effective for non-monetary asset exchanges occurring in fiscal periods after the December 2004 issuance of SFAS No. 153. The Company does not believe the impact of adoption of SFAS No. 153 will be significant to the overall results of operations or financial position. In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation cost over the period that an employee provides service in exchange for the award. SFAS No. 123R will be effective July 1, 2005 for the Company and may be adopted using a modified prospective method or a modified retrospective method. - F10 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 4. Equipment
June 30, December 31, 2005 2004 Accumulated Accumulated $ Cost Depreciation Cost Depreciation ------------------------------------------------------------ Furniture and equipment $ - $ - $ 2,134 $ 214 Computer - - 14,426 2,164 ------------------------------------------------------------ $ - $ - $ 16,560 $ 2,378 ------------------------------------------------------------ Net carrying amount $ - $ 14,182 ============ ============
5. Notes Receivable The notes bear interest at prime plus 2% per annum, payable quarterly commencing September 30, 2005. The entire principal amount of the notes and any remaining unpaid accrued interest is due and receivable at the maturity date, June 30, 2010. The notes were received as consideration for the sale of the Company's subsidiaries and are secured by the shares of the Company's subsidiaries sold. IMM Investments Inc. was sold to Blazing Holdings, Inc.; and, Montebello Developments Corp. to Brookstreet Capital Corp. Notes Receivable are comprised as follows: June 30, December 31, 2005 2004 Blazing Holdings, Inc. $ 3,000,000 $ - Brookstreet Capital Corp. 250,000 - ----------------------------- $ 3,250,000 $ - ============================= - F11 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 6. Investment in Armistice Resources Ltd. On July 9, 2004 the Company purchased 100% of IMM Investment Inc. which had a 14.4% interest in Armistice Resources Ltd, a Canadian public company, whose common shares are currently under a cease trade order. The investment is carried at its original cost. As it is impracticable to estimate the fair value of this long-term investment the following information has been disclosed in accordance with SFAS No. 107, "Long-term Investments"; for the year ended December 31, 2004, the total assets reported by Armistice Resources Ltd. were $7,383,628, ($8,886,935 CDN) and the common stockholders' equity was $6,891,640 ($8,294,778 CDN), revenues were $nil, and net loss for six month period ended December 31, 2004 was $205,667, ($267,676 CDN). As of June 30, 2005, the Company no longer has an interest in IMM Investments Inc. (as described in note 11), and in turn does not hold an investment in Armistice Resources Ltd. 7. Loans Payable June 30, December 31, 2005 2004 Unrelated individual $ - $ 5,000 Former director of the Company - 6,800 ---------------------------- $ - $ 11,800 ============================ The loans payable were forgiven during the quarter and taken into income. 8. Advances from Related Company June 30, December 31, 2005 2004 Advances from a company which has 36.5% ownership in this Company. $ - $ 1,422 ============================ Advances from related company are non-interest bearing and due on demand. - F12 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 9. Income Taxes The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effect of future changes in tax laws or rates are not anticipated. Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As of December 31, 2004, the Company had approximately $175,000 net operating loss carry forwards for income tax reporting purposes, which will be utilized to decrease the current years income taxes. No tax benefit was reported in the 2004 financial statements because the Company believed that there was a 50% or greater chance the carryforwards would expire unused. Accordingly, the potential benefit of the loss carryforwards were offset by a valuation allowance The Company's current income taxes are as follows: Three months Three months ending ending March 31, December 31, 2005 2004 Expected income tax expense (recovery) at the statutory rates of 36.12% (2004 - 34%) $ 428,022 $ 6,680 Utilization of losses carried forward (18,075) - Included in Discontinued Operations (409,947) - Valuation allowance - (6,680) ---------------------------- Provision for income taxes $ - $ - ============================ - F13 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 10. Segmented Information Prior to the disposition of its subsidiaries, as described in note 11, the Company operated two business segments based on geographical information, IMM Investments Inc. ("Discontinued Operations") and Tradestream Global Corp. ("Tradestream") - a US parent company. 2005 2004 Revenues by segment: Tradestream $ - $ - Discontinued operations - - ---------------------------- Consolidated revenues $ - $ - ============================ Net income (loss) by segment: Tradestream $ 2,070,159 $ (3,314) Discontinued operations (29,495) - ---------------------------- Consolidated net income (loss) $ 2,040,664 $ (3,314) ============================ Total assets by segment: Tradestream $ 3,272,552 $ 635,010 Discontinued operations - 1,682,264 Reconciling adjustments: Elimination of Investment in IMM in consolidation. - (630,000) Excess of purchase price over the fair value of IMM's net assets acquired, applied to reduce Investment in Armistice Resources Ltd. - (849,173) ---------------------------- Consolidated total assets $ 3,272,552 $ 838,101 ============================ - F14 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 11. Discontinued Operations On June 30, 2005, the Company sold its interest in its subsidiary, IMM Investments Inc. to Blazing Holdings Inc. for a $3,000,000 promissory note receivable as described in note 5. The Company accounted for the discontinued operations in accordance with SFAS No. 144 "Accounting for the impairment or disposal of long-lived assets" and SFAS No. 146 "Accounting for costs associated with exit or disposal activities". Any gain or loss from the disposal of these assets has been recorded at the time of disposal. For the three-month period ending June 30, 2005, discontinued operations is comprised of the following: Gain on sale of investment $ 2,352,258 Loss up to the date of disposition (80) Tax effect $ (409,947) ------------ $ 1,942,231 ============ For the six-month period ending June 30, 2005, discontinued operations is comprised of the following: Gain on sale of investment $ 2,352,258 Loss up to the date of disposition (29,494) Tax effect $ (409,947) ------------ $ 1,912,817 ============ No comparative figures were disclosed for the above because the subsidiary was acquired July 9, 2004; therefore, subsequent to the quarter-end for which the comparatives would been disclosed. The major classes of assets included in the sale of the investment are as follows: Cash $ 4,084 Investment in Armistice Resources 782,681 Advances to Armistice Resources 121,687 Equipment 15,237 Incorporation costs 1,397 Accounts payable (275,948) Advances from related companies (1,396) ------------ $ 647,742 ============ - F15 - TRADESTREAM GLOBAL CORP. (FORMERLY PENDER INTERNATIONAL, INC.) Notes to Consolidated Financial Statements June 30, 2005 and 2004 (Unaudited) 12. Subsequent Events On July 27, 2005, the Company reached a preliminary agreement to acquire Tradestream Global AG. The Company will issue 10 million shares of Common Stock and 1 million shares of Preferred Stock in exchange for 100% of the capital stock of Tradestream Global AG. On July 27, 2005, the Company established an Incentive Stock Option Plan for its officers, directors, employees, consultants and advisors for the purchase of its common shares to a maximum of 1,000,000 shares at an exercise price of $0.50. That plan will expire on June 30, 2015. - F16 - ITEM 2 - PLAN OF OPERATION Tradestream Global Corp. currently has no cash and approximately $3,275,000 in assets. As of June 30, 2005, our cash flow requirement for the next twelve-month period cannot be reasonably estimated as we presently do not have a closing date for our proposed acquisition of Tradestream Global AG. On July 28, 2005, we announced that we had reached a preliminary agreement to acquire Tradestream Global AG, a technology software provider to the investment community. As part of this preliminary agreement, the Company has changed its name to Tradestream Global Corp. Upon the closing of the transaction, the Company will issue 10 million shares of Common Stock and 1 million Shares of Preferred Stock in exchange for 100% of the capital stock of Tradestream Global AG. The transaction is subject to execution of a definitive share exchange agreement, approval of the respective Boards of Directors, and approval by shareholders of the Company. We presently do not have an estimate as to when these preliminary steps will be completed, or when a closing of the transaction may occur, nor can there be any assurances that the transaction will in fact be completed. Begun in 1998, Tradestream Global AG is an evolution of advanced proprietary technology developed over the last seven years as an independent, broker-neutral, technology software provider of trading solutions to the Hedge Fund, Investment and Asset Management, Broker, and Professional Day Trader community. With sales presence across the US, London, and Tokyo, Tradestream Global's products are actively being used by 450 users across 30 clients firms ITEM 3 - CONTROLS AND PROCEDURES Tradestream Global Corp.'s disclosure controls and procedures have been evaluated by our principal executive officer and principal financial officer as of the end of the period covered by this report. It is the conclusion of our principal executive officer and principal financial officer that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities and Exchange Act of 1934 as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our controls and procedures require that such information is accumulated and communicated to our management, including our principal executive officer and principal finance officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures. No evaluation of controls and procedures can provide absolute assurance that all the control issues within a company have been detected. It is the conclusion of our principal executive officer and principal financial officer that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and there have been no other changes in our internal controls over financial reporting during our most recent fiscal period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 4 PART II - OTHER INFORMATION ------------------------------------------------ ITEM 1 - LEGAL PROCEEDINGS Tradestream Global Corp. is not currently involved in any legal proceedings and is not aware of any pending or potential legal actions. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the quarter ended June 30, 2005, the Company issued a total of 2,088,720 (pre-split) Shares of Common Stock with a total value of $208,872 to Brookstreet Capital Corp. in exchange for the cancellation of debt owed by the Company to Brookstreet Capital Corp. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There have been no defaults upon senior securities during the period covered by this report. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the period covered by this report. ITEM 5 - OTHER INFORMATION There is no other information to disclose for the period covered by this Form 10-QSB. NOMINATION PROCEDURES: There have been no material changes to the procedures by which security holders may recommend nominees to the registrant's board of directors. ITEM 6 - EXHIBITS EXHIBITS The exhibits required by Item 601 of Regulation S-B listed on the Exhibit Index are included herein. 31.1 Certification of Principal Executive Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended. 32.1* Certification of Principal Executive Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. 32.2* Certification of Principal Financial Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. 5 * The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report on Form 10-QSB pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by Tradestream Global Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. REPORTS ON FORM 8-K Form 8-K filed on July 7, 2005 to announce the entry into material definitive agreements on June 17, 2005 to dispose of our subsidiaries IMM Investments, Inc. to Brookstreet Capital Corp. and Montebello Developments Corp. to Blazing Holdings, Inc. Also disclosed in the Form 8-K was the preliminary agreement to merge with VIANET Direct, Inc., the change in the Company's name from Pender International, Inc. to VIANET Technology Group, Ltd., and the announcement of the company completing a 1-for-10 reverse stock split effective June 30, 2005. Subsequently filed Form 8-K on July 27, 2005 to announce the termination of the merger negotiations with VIANET Direct, Inc. and to announce the change of the Company name to Tradestream Global Corp. Subsequently filed Form 8-K on July 28, 2005 to announce the entry into a preliminary agreement to merge with Tradestream Global AG, a technology software provider to the investment community. 6 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRADESTREAM GLOBAL CORP. ------------------------- (Registrant) Date: August 15, 2005 /s/ Orlando Silvestri ------------------------- Orlando Silvestri President and Chief Executive Officer (Principal Executive Officer) Date: August 15, 2005 /s/ Vic Dominelli ------------------------- Vic Dominelli Chief Financial Officer (Principal Financial and Accounting Officer) 7 EXHIBIT INDEX The following exhibits are filed as part of this Quarterly Report on Form 10-QSB: Exhibit Number Description ------- --------------------------------------------------------------------- 31.1 Certification of Principal Executive Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended. 31.1 Certification of Principal Financial Officer required under Rule 13a-14(a) orRule 15d-14(a) of the Securities and Exchange Act of 1934, as amended. 32.1* Certification of Principal Executive Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. 32.1* Certification of Principal Financial Officer required under Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350. * The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report on Form 10-QSB pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by Tradestream Global Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 8