-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7aRAp9Icz+WLOfIAeL31ww5RPdyftaO0Siv5a837e2GkZAIEC9YJyPbM78N07Hp gfNn7r7/Srixc9WTPFRaVg== 0000922023-02-000003.txt : 20020415 0000922023-02-000003.hdr.sgml : 20020415 ACCESSION NUMBER: 0000922023-02-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIDECOM GROUP INC CENTRAL INDEX KEY: 0000922023 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 980139939 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-13588 FILM NUMBER: 02596752 BUSINESS ADDRESS: STREET 1: 37, GEORGE STREET NORTH STREET 2: SUITE 103, BRAMPTON CITY: ONT, CANADA L6X 1R5 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9057120505 MAIL ADDRESS: STREET 1: 37, GEORGE STREET NORTH STREET 2: SUITE 103, BRAMPTON CITY: ONT, CANADA L6X 1R5 STATE: A6 ZIP: L6X 1R5 10QSB 1 dec0401a.txt The WideCom Group Inc. Consolidated Financial Statements (Unaudited) For the quarters ended December 31, 2001 and 2000 Together with Review Engagement Report TABLE OF CONTENTS Review Engagement Report 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7,8 To the Board of Directors and Shareholders of The WideCom Group Inc. I have reviewed the balance sheet of The WideCom Group as at December 31, 2001 and the statement of income the three months then ended together with the statement of cash flows for the nine months then ended. This review was made in accordance with standards established by the American Institute of Certified Public Accountants. Accordingly our review procedures consisted principally of obtaining an understanding, by inquiries, of internal control over financial reporting used in the preparation of interim financial information, applying analytical procedures to pertinent financial information, reading minutes, and making inquiries of certain officials of the Company who have responsibility for financial and accounting matters. A review does not constitute an audit and consequently I do not express an audit opinion on these financial statements. Based on my review, nothing has come to my attention that causes me to believe that these financial statements are not, in all material respects, in accordance with generally accepted accounting principles. Mississauga, Ontario. CHARTERED ACCOUNTANT 28-Mar-02 The WideCom Group Inc. Consolidated Balance Sheet (in United States dollars) December 31, 2000 2001 Current Assets Notes Cash and cash equivalents 55,373.00 7,217.00 Accounts receivable 669,614.00 330,043.00 Inventory 3 794,296.00 410,670.00 Prepaid expenses 4,933.00 21,011.00 Advances to related parties 341,780.00 204,334.00 Deferred financing costs 19,799.00 9,802.00 Total Current Assets 1,885,795.00 983,077.00 Capital Assets 4 1,046,281.00 598,899.00 Purchased research and development technology 25,217.00 13,998.00 Investment in affiliate 134,652.00 - Total Assets 3,091,945.00 1,595,974.00 Liabilities & Stockholders' Equity Current Liabilities Bank indebtedness 206,525.00 130,105.00 Accounts payable & accrued liabilities 523,075.00 569,128.00 Loans from related parties 569,393.00 731,117.00 Convertible debentures 5 193,318.00 180,085.00 Total Current Liabilities 1,492,311.00 1,610,435.00 Stockholders' Equity Common shares 5,000,000* shares authorized of no par value 2,443,730* shares issued and outstanding on March 31, 2000 2,633,585* shares issued and outstanding on June 30, 2001 14,703,589.00 14,711,179.00 Contributed surplus 159,825.00 159,825.00 Deficit -13,263,780.00 -14,885,465.00 1,599,634.00 -14,461.00 Total Liabilities & Stockholders' Equity 3,091,945.00 1,595,974.00 * Adjusted for reverse split of Company's stock (1:4) on January 29, 1999. The accompanying notes are an integral part of the consolidated financial statements. Page 4 The WideCom Group Inc. Consolidated Statements of Operations (in United States dollars) For the 3 months ended For the 9 months ended. Dec-31 Dec-31 Dec-31 Dec-31 2000 2001 2000 2001 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue Product sales 499,903 115,514.00 1,392,269.00 349,145.00 Interest income 1,004 90.00 2,133.00 312.00 Total Revenue 500,907 115,604.00 1,394,402.00 349,457.00 Expenses Cost of product sales 119,273 27,756.00 315,110.00 86,133.00 Research & development 7,980 181,691.00 55,635.00 277,278.00 Selling,genral & administrative 224,650 121,518.00 764,650.00 343,156.00 Interest & bank charges 9,239 594.00 29,988.00 6,947.00 Management fees & salaries 84,325 53,770.00 187,493.00 105,728.00 Amortization 63,488 20,251.00 188,263.00 75,688.00 Financing fees 5,050 - 17,575.00 - Foreign exch. loss(gain) 52,988 239.00 -75,819.00 2,731.00 Total Expenses 461,017 405,819.00 1,482,895.00 897,661.00 Operating (loss) income 39,890 -290,215.00 -88,493.00 -548,204.00 Legal settlement costs - - - - Equity in loss of affiliate -190,334 -159,193.00 Net loss for the period 39,890 -290,215.00 -278,827.00 -707,397.00 Loss per common share, basic and diluted 0.02 -0.11 -0.11 -0.27 Weighted average number of shares outstanding* 2,443,730 2,633,585.00 2,633,585.00 2,633,585.00 * Adjusted for reverse split of Company's stock (1:4) on Jan. 29, 1999 The accompanying notes are an integral part of the consolidated financial statements. Page 5 The WideCom Group Inc. Consolidated Statements of Cash Flows (in United States dollars) For the nine months ended Dec-31 Dec-31 2000 2001 (Unaudited) (Unaudited) Cash provided by (used in) Operating Activities Loss for the period -278,826.00 -707,397.00 (Add (deduct) items not requiring a cash outlay) Amortization 188,263.00 75,688.00 Foreign exchange loss (gain) - 75,819.00 2,731.00 Share issued to settle lawsuits and corporate indebtedness - - Equity in loss of affiliate 190,334.00 159,193.00 Net changes in non-cash Working capital balances related to operations: Decrease (increase) in receivables -104,893.00 113,754.00 Decrease (increase) in inventory 85,095.00 332,889.00 Increase (decrease) in accounts payable and accrued liabilities -257,026.00 -193,509.00 Increase (decrease) in prepaid expenses 13,932.00 1,201.00 -238,940.00 -215,450.00 Investing Activities Disposal (purchase) of capital assets 843.00 - Advances to related parties -105,324.00 92,736.00 -104,481.00 92,736.00 Financing Activities Deferred financing costs Increase (decrease) in bank indebtedness 33,134.00 -40,194.00 Shares and warrants issued, net of issue costs - - Loan from related parties 199,947.00 85,632.00 Issuance of convertible debentures - - 233,081.00 45,438.00 Effect of exchange rate change on cash 154,400.00 14,917.00 Net increase (decrease) in cash during the period 44,060.00 -62,359.00 Cash and cash equivalents, beginning of the period 11,314.00 69,576.00 Cash and cash equivalents, end of the period 55,374.00 7,217.00 The accompanying notes are an integral part of the consolidated financial statements. Page 6 The WideCom Group Inc. Notes to Consolidated Financial Statements (Unaudited) (in United States dollars) 31-Dec-01 1. Presentation of Interim Information In the opinion of Management, the accompanying unaudited financial statements include all normal adjustments necessary to present fairly the financial position at December 31, 2001, and the results of operations for the three months ended December 31, 2001 and 2000 and cash flows for the nine months ended December 31, 2001. Interim results are not necessarily indicative of results for full year. The condensed consolidated financial statements and notes are presented as permitted by Form 10QSB and do not contain certain information included in Widecom's audited consolidated financial statements and notes for the fiscal year ended March 31, 2001. 2. Financial Statements The consolidated financial statements include the accounts of Widecom and its wholly owned subsidiary. All significant intercompany balances, transactions and stockholdings have been eliminated. 3. Inventory December 31, December 31, Inventories are summarized as follows: 2000 2001 Raw material 555,142.00 361,806.00 Work-in-progress 44,900.00 20,181.00 Finished goods 194,254.00 28,683.00 794,296.00 410,670.00 4. Capital Assets Capital assets consist of: 31-Dec-00 31-Dec-01 Accumulated Accumulated Cost Amortization Cost Amortization Machinery,plant&computer equipment 1,926,865 1,430,542 1,646,001 1,489,951 Furniture and fixtures 102,020 87,156 91,395 78,433 Prototypes& jigs 291,156 175,906 239,494 154,198 Land 56,608 - 45,806 - Building under construction 363,236 - 298,785 - 2,739,885 1,693,604 2,321,481 1,722,582 Net book value 1,046,281 598,899 5. Convertible Debentures During 1999, the Company conducted a private placement of ten specific investment units, each comprising 10,000 common shares and a three-year 12% convertible subordinated convertible subordinated note in the amount of $20,000. Interest payments are payable quarterly and conversion is available at an exercise price of $1.00 per share.One-half of the principal amount of the note is exercisable during the 30 day period commencing 180 days from the initial closing on February 19, 1999. The remaining principal Page 7 The WideCom Group Inc. Notes to Consolidated Financial Statements (in United States dollars) 31-Dec-01 5. Convertible Debentures (cont'd) amount is convertible following 360 days after the initial closing. During the fiscal year ended March 31, 2000, the Company issued the remaining one-half unit comprising of 5,000 common shares and a three-year 12% convertible subordinated note in the amount of $10,000. The Company is presently in default on the interest payments on the 12% convertible debentures. The consequences of this default has not been determined. 6. Loans from Related Parties The loans from related parties are non-interest bearing, due on demand and were advanced to the Company in order to assist in certain working capital requirements. 7. Contingent Liabilities (a) The Company has been served with a claim, with respect to a breach of contract regarding the Company's rights under two specific joint venture and development agreements to use and distribute various iterations of software components allegedly the sole property of the claimant. The action claims damages for breach of contract along with copyright and trademark infringement. The claim seeks a total of $15.85 million in damages and is in progress in the Province of Ontario. Management considers that the prospects of a successful resolution are likely. Several other claims against the Company are in various stages of litigation. In management's opinion, these claims are not material and accordingly no provision has been made in the consolidated financial statements. Loss, if any, on the above claims will be recorded when settlement is probable and the amount of the settlement is estimable. (b) The Company's wholly owned subsidiary, Indo WideCom International Ltd., in India, has not met export obligations for the fiscal year which may result in additional customs duty levied by the authorities in India. As of the reporting date, this amount was not determinable. Page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Since inception, we have generated limited revenues from operations and have not yet achieved significant profitability. Our revenues are primarily derived from product sales that are recognized when products are shipped. We have limited revenue from operations, significant losses and have a significant deficit. Due to limited cash resources, we have often relied on cash infusions from management to meet ongoing obligations. There is no certainly that such access to funds will be available to us in the future. In order to reduce our losses, we have significantly reduced Selling, General and Administrative costs. We expect this to have a reduction on sales. While we received government grants in the past, we do not meet the required pre-qualification for such grants subsequent to conducting our public offering. In consideration of this fact, we shifted our research and development to an affiliated joint venture based in Montreal, Canada. In February 2000, we established a majority-owned subsidiary, Posternetwork.COM Inc., to engage in the business line of offering an online printing service. Posternetwork is currently engaged in organizational and financing activities. Results of Operations Quarter Ended December 31, 2001 Compared to Quarter Ended December 31,2000 Sales for the quarter ended December 31, 2001 were $115,514 a decrease of $384,389 as compared to $499,903 for the quarter ended December 31,2000. Net Revenue for the quarter ended December 31, 2001 were $87,848, a decrease of $293,786 as compared to $381,634 for the quarter ended December 31,2000. The decline in revenue was attributed to a decrease in selling activities. Operating expenses for the quarter ended December 31, 2001 were $378,064 an increase of $36320, as compared to $341,744 for the quarter ended December 31,2000. This is mainly due to the increased in Research and Development Expenses. Selling, general and administrative expenses for the quarter ended December 31, 2001 were $121,518, decreased by $103,132, versus the same period in the previous fiscal year. This reduction in selling, general and administrative expenses is a result of our efforts to preserve our cash resources. Research and development cost has been increased by $173,711 in comparison to the previous fiscal period. Liquidity and Capital Resources Our primary cash requirements have been to fund inventories and to meeting operations expenses incurred in connection with the commercialization of our products. We meet our working capital requirements principally through the issuance of debt and equity securities, government sponsored research and development grants and reimbursement and cash flow from operations. Our cash requirements in connection with manufacturing and marketing will continue to be significant. We do not have any material commitments for capital expenditures. We believe, based on our current plans and assumptions relating to our operations, projected cash flow from operations may not be sufficient to satisfy our contemplated cash requirements for the foreseeable future. We have relied on investments from management to cover our short falls in the last fiscal year, such investment may not be available to us in the future. In the event that our plans or assumptions change, or prove to be incorrect, or if the projected cash flows otherwise prove to be insufficient to fund operations (due to unanticipated expenses, delays, problems or otherwise), we could be required to seek additional financing sooner than currently anticipated. There can be no assurance that this additional financing will be available to us when needed, on commercially reasonable terms, or at all. Nasdaq The Company's Common Stock was delisted from the Nasdaq Small Cap Market effective the close of business April 10, 2001 for failure to meet certain minimum net tangible asset requirements. The stock continues to trade on the OTC Bulletin Board. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. -See Contingent Liabilities. ITEM 2. CHANGES IN SECURITIES. No material change. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. REPORTS ON FORM 8-K and EXHIBITS None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WIDECOM GROUP INC. March 28, 2001 /s/Suneet S. Tuli ------------------ ---------------------- Date Suneet S. Tuli, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----