Quantitative Alpha Trading (AGBTF) Inactive
Filed: 1 Jun 04, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For May 28, 2004
AssistGlobal Technologies Corp.
(Translation of registrant's name into English)
1304 - - 925 West Georgia St., Vancouver, B.C. V6C 3L2
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F [X]
Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
Yes [X]
No [ ]
[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b): 82-3679
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.
AssistGlobal Technologies Corp.
(Registrant)
"Sokhie Puar"
Date: May 28, 2004
_________________________________
Mr. Sokhie Puar, Director
SECTION 302 CERTIFICATIONS
I, Catherine Stauber, certify that:
1.
I have reviewed this report for the fiscal quarter ended March 31, 2004 of AssistGlobal Technologies Corp.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statement, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's control over financial reporting.
"Catherine Stauber"
Date: May 28, 2004
By: _______________________
Catherine Stauber
Chief Executive Officer
SECTION 302 CERTIFICATIONS
I, Praveen Varshney, certify that:
1.
I have reviewed this report for the fiscal quarter ended March 31, 2004 of AssistGlobal Technologies Corp.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statement, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's control over financial reporting.
"Praveen Varshney"
Date: May 28, 2004
By: _______________________
Praveen Varshney
Chief Financial Officer
ASSISTGLOBAL TECHNOLOGIES CORP.
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.
The Company's independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditors.
Suite 1304-925 West Georgia St., Vancouver, BC Canada V6C 3L2
Phone (604) 684-2181 Fax (604) 682-4768
e-mail: info@assistglobal.com website: www.assistglobal.com
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Consolidated Balance Sheets
March 31, 2004 and December 31, 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
See accompanying notes to consolidated financial statements.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Consolidated Statements of Operations and Deficit
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
2004 | 2003 | ||
Revenues | $ 198,979 | $ 110,843 | |
Direct costs | (61,013) | 28,336 | |
137,966 | 82,507 | ||
Expenses: | |||
Advertising and promotion | 9,880 | 2,628 | |
Amortization | 1,849 | - | |
Bank charges and foreign exchange | 2,551 | 1,236 | |
Consulting and management fees: | |||
Incurred | 27,692 | 16,346 | |
Stock based compensation (note 8(c)) | 22,500 | - | |
Office and administration | 25,731 | 3,020 | |
Professional fees | 9,965 | 1,165 | |
Regulatory and transfer agent fees | 5,169 | - | |
Rent | 9,336 | 5,130 | |
Telephone | 2,193 | 3,775 | |
Travel | 16,190 | 3,127 | |
Wages and benefits | |||
Incurred | 74,690 | 58,153 | |
Stock based compensation (note 8(c)) | 87,089 | - | |
317,335 | 94,580 | ||
Operating loss | 179,369 | 12,073 | |
Interest and other income | (163) | (1,760) | |
Net loss for the period | 179,206 | 10,313 | |
Deficit, beginning of period, as previously reported | 826,260 | 278,849 | |
Adjustment to reflect change in accounting for employee stock options (note 3(j)) | 231,976 | - | |
Deficit, beginning of period, restated | 1,058,236 | 278,849 | |
Deficit, end of period | $ 1,237,442 | $ 289,162 | |
Loss per share Weighted average number of shares outstanding | $ 0.011 16,760,266 | $ 0.001 11,100,000 | |
See accompanying notes to consolidated financial statements.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Consolidated Statements of Cash Flows
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
2004 | 2003 | ||
Cash provided by (used in): | |||
Operating activities: | |||
Net loss for the period | $ (179,206) | $ (10,313) | |
Items not involving cash: | |||
Amortization | 1,849 | - | |
Stock option compensation (note 8(c)) | 109,589 | - | |
Gain on trade in of assets | - | (989) | |
Change in non-cash operating working capital: | |||
Accounts receivable | (47,206) | 25,022 | |
Prepaid expenses | (127) | - | |
Accounts payable and accrued liabilities | (109,728) | (3,378) | |
Deferred revenue | (19,949) | - | |
(244,778) | 10,342 | ||
Investing activities | |||
Purchase of property and equipment | (6,177) | (5,732) | |
Financing activities | |||
Common stock issued for cash, net of issuance costs | 127,894 | - | |
Common stock issued on exercise of options | 332,500 | - | |
Repayment of capital leases | (3,944) | - | |
Proceeds from disposition of property and equipment | - | 2,500 | |
456,450 | 2,500 | ||
Increase (decrease) in cash and cash equivalents | 205,495 | 7,110 | |
Cash and cash equivalents, beginning of period | 77,700 | 5,856 | |
Cash and cash equivalents, end of period | $ 283,195 | $ 12,966 | |
See accompanying notes to consolidated financial statements.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
1.
Nature of business
The Company develops, sells, hosts and supports project and facility management software and provides other custom application solutions globally. The main proprietary line Microview FM is designed for use on PDA's. It records and updates facilities data on the spot for large-scale reorganizations, employee moves, inventory, maintenance and inspection activities.
2.
Reverse acquisition of Assistglobal.com Communications Inc. and name changes
These consolidated financial statements are the continuing financial statements of AssistGlobal Inc. (formerly AssistGlobal.com Communications Inc.) ("ACI"), a company incorporated under the Canada Business Corporations Act. On July 6, 2003, ACI was recapitalized and acquired IGN Internet Global Network Inc. ("IGN"), an inactive Canadian corporation which traded on the Over-The-Counter Bulletin Board.
Pursuant to the terms of a Share Exchange Agreement dated July 6, 2003 between ACI, the Company and the shareholders of ACI, the shareholders of ACI agreed to exchange all of their shares of ACI for shares of IGN. On closing of the Share Exchange Agreement on July 6, 2003, IGN acquired all of the issued and outstanding shares of ACI by issuing 10,350,000 post consolidated common shares of IGN to the shareholders of ACI. As a result of this transaction, the shareholders in ACI acquired control of IGN. In addition, the Company issued 750,000 common shares as a finder's fee for the acquisition.
On September 9, 2003, a special shareholders' resolution was passed to change IGN's name to AssistGlobal Technologies Corp. ("ATC").
These consolidated financial statements are issued under the name of the legal parent ATC but are considered a continuation of the consolidated financial statements of the legal subsidiary, ACI.
3.
Summary of significant accounting policies
These financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Outlined below are those policies considered particularly significant by the Company.
(a)
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, AssistGlobal Inc., AssistGlobal USA Inc., Microview Information Systems Inc. and G & S CAD Solutions Ltd., and the results of their operations from the dates of acquisition. All material intercompany transactions and balances are eliminated on consolidation.
(b)
Accounting estimates
The preparation of financial statements in accordance with accounting principles generally accepted in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses for the reporting period. Actual results could differ from those estimated by management.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
3.
Summary of significant accounting policies, continued
(c)
Cash and cash equivalents
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value.
(d)
Deferred finance charges
Deferred finance charges relating to the Company's capital leases are amortized to interest expense over the terms of the leases.
(e)
Property and equipment
Property and equipment are recorded at cost less accumulated amortization. Annual rates of amortization are as follows:
Computer equipment
30%
declining balance
Computer software
50%
straight line
Furniture and fixtures
20%
declining balance
In the year of acquisition, these rates are reduced by one-half.
(f)
Intangible assets
Intangible assets consist of the VAR licence to sell Archibus FM software and is recorded at a nominal $1.
(g)
Revenue recognition
Revenue is recognized when earned. The Company provides turnkey web-hosted applications and sells packaged and custom software products and related consulting services. Software product revenues are recognized upon shipment of the software product only if no significant Company obligations remain, the fee is fixed or determinable, and collection is received or the resulting receivable is deemed probable. Revenue from packaged software products are recorded when the payment has been received and the software has been shipped. Revenue is recognized, net of discount and allowances, at the time of product shipment. Provisions are recorded for returns, concessions, and bad debts and at December 31, 2003 amounted to $NIL. Revenue related to obligations, which include telephone support for certain products, are based on the relative fair value of each of the deliverables determined based on vendor-specific objective evidence ("VSOE") when significant. The Company VSOE is determined by the price charged when each element is sold separately. Revenue from non-recurring programming, software engineering fees, consulting service,
support arrangements and training programs are recognized when the services are provided.
(h)
Software development costs
Software development costs are capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Capitalizable software development costs have not been significant and accordingly no amounts have been capitalized.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
3.
Summary of significant accounting policies, continued
(i)
Functional currency
The Canadian dollar is the Company's functional currency. Monetary assets and liabilities denominated in foreign currencies have been translated into Canadian dollars at the rate of exchange prevailing at year-end. Revenue and expense items are translated at the rate prevailing when they were incurred.
(j)
Stock-based compensation
The Company has a stock option plan, which is described in note 8(c). Prior to January 1, 2004, the Company applied the fair value based method of accounting prescribed by CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments, only to employee stock appreciation rights, and applied the settlement method of accounting to employee stock options. Under the settlement method, any consideration paid by employees on the exercise of stock options or purchase of stock is credited to share capital and no compensation expense was recognized.
The CICA Accounting Standards Board has amended CICA Handbook Section 3870 - Stock-based Compensation and Other Stock-based Payments - to require entities to account for employee stock options using the fair value based method, beginning January 1, 2004. Under the fair value based method, compensation cost is measured at fair value at the date of grant and is expensed over the award's vesting period. In accordance with one of the transitional options permitted under amended Section 3870, the Company has retroactively applied the fair value based method to all employee stock options granted on or after July 1, 2002, and has restated prior periods. The effect of retroactively adopting the fair value based method is to increase net loss by $231,976 for the year ended December 31, 2003 (2002 - $nil), to increase deficit by $231,976 as at December 31, 2003 (2002 - $nil), and to increase contributed surplus by $231,976 as at December 31, 2003 (2002 - $nil).
(k)
Loss per share
Loss per share has been calculated based on the weighted average number of shares outstanding during the periods. Fully diluted loss per share has not been presented as it would be anti-dilutive.
4.
Property and equipment
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
5.
Demand loan
The demand loan is unsecured, non-interest bearing with no fixed terms of repayment.
6.
Capital lease obligations
The Company has entered into lease agreements to acquire computer equipment. The liability recorded under the capital leases represents the minimum lease payments payable net of imputed interest at an average rate of 28.37% per annum and is secured by computer equipment owned by the Company.
The Company's obligation under the capital leases consists of:
7.
Promissory notes payable, shareholders
The promissory notes payable to certain shareholders are unsecured, non-interest bearing and are repayable within 30 days of the Company receiving a single financing with a value of not less than $3,000,000. The shareholders have agreed to extend the repayment date to January 1, 2005.
8.
Share capital
(a)
Authorized
150,000,000
common shares without par value
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
8.
Share capital (continued)
(b)
Issued and fully paid
During the period ended March 31, 2004, the Company completed a non-brokered private placement of 420,000 units at a price of US$0.25 per unit for total gross proceeds of US$105,000 or CAD$137,687. Each unit is comprised of one common share without par value in the share capital of the Company and one non-transferable share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one additional common share at a price of US$0.35 per share for twelve months expiring April 6, 2005 and $0.45 US per share for a further period of six months to a maximum of eighteen months expiring October 6, 2005. A commission of $9,793 was paid on a portion of the private placement.
(c)
Stock options
The Company maintains a fixed stock option plan that enables it to grant options to its directors, officers, employees and other service providers. Each option agreement with the grantee sets forth, among other things, the number of options granted, the exercise price and the vesting conditions of the options. A summary of the status of the options outstanding and exercisable follows:
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
8.
Share capital, continued
(c)
Stock options, continued
As at March 31, 2004, the following stock options were outstanding:
During the three months ended March 31, 2004, under the fair-value-based method, $87,089 (2003 - $nil) in compensation expense was recorded in the statements of operations and deficit for stock options granted to directors and $22,500 (2003 - $nil) was recorded for stock options granted to a consultant.
The fair value of share options used to calculate compensation expense has been estimated using the Black-Scholes option pricing model with the following assumptions:
The weighted average fair value of options granted during the three months ended March 31, 2004 is $0.09 (2003 - $nil).
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
8.
Share capital, continued
(d)
Warrants
As at March 31, 2004, the Company had the following warrants outstanding entitling the holder to purchase one common share of the Company as follows:
Number | Exercise | Expiry |
of shares | Price | Date |
420,000 | US$ 0.35 US$ 0.45 | April 6, 2005 October 6, 2005 |
9.
Financial instruments
(a)
Fair values
The carrying amounts of cash and cash equivalents, accounts receivable, unearned revenue, accounts payable and accrued liabilities, demand loan and capital leases approximate their fair values due to the short-term maturity of these instruments.
(b)
Credit risk
Credit risk reflects the risk that the Company may be unable to recover contractual receivables. The Company sells its products to customers in Canada and the United States. One customer represents approximately 23% of the accounts receivable balance. The Company employs established credit approval policies to mitigate this risk.
(c)
Currency risk
Foreign currency risk reflects the risk that the Company's net assets will be negatively impacted due to fluctuations in exchange rates. The Company has not entered into foreign exchange contracts to hedge against gains or losses from foreign exchange fluctuations. At March 31, 2004, cash and cash equivalents include a balance of US$16,095 (December 31, 2003 - US$(12,354)), accounts receivable of US$61,891 (December 31, 2003 - US$34,294) and accounts payable of US$19,439 (December 31, 2003 - US$22,472).
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Notes to Consolidated Financial Statements
For the three months ended March 31, 2004 and 2003
(Expressed in Canadian Dollars)
(Prepared by Management)
10.
Related party transactions
Under the terms of management and consulting services agreements with companies controlled by officers and directors of the Company, the Company will be required to make annual management and consulting payments as follows:
12.
Segmented information
The Company operates primarily in the facilities and project management industries. All of the Company's assets and employees are located in Canada.
13.
Risks and uncertainties
The Company's future operating results may be affected by a number of factors. The Company is dependent upon a number of major suppliers. If a critical supplier had operational problems or ceased making services or software available to the Company, operations could be adversely affected. In particular, hosting services are purchased from one supplier.
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Supplementary Information, page 1
March 31, 2004
(Unaudited - Prepared by Management)
Section 1
Transactions with Non-Arms Length Parties during the current fiscal year-to-date:
During the period, the Company paid management and consulting fees of $50,192 to a director and to companies controlled by directors of the Company.
During the period, the Company received US$1,141 for software purchases and services from a company controlled by a director of the Company.
As at March 31, 2004, US$1,141 was due from a company controlled by a director of the Company.
As at March 31, 2004, $17,171 was due to companies controlled by/or with common directors of the Company.
Section 2
A.
Securities Issued During the Current Fiscal Year-To-Date:
Date of Issue | Type of Security | Type of Issue | Number of Shares | Price | Total Proceeds | Type of Consideration | Commission |
January 29, 2004 | Common shares | Exercise of options | 1,000,000 | US$0.25 | US$250,000 or CAD$332,500 | Cash | Nil |
March 18, 2004 | Common shares | Private placement | 420,000 | US$0.25 | US$105,000 or CAD$137,687 | Cash | Nil |
B.
Options Granted During the Current Fiscal Year-To-Date:
Date of Issue | Name of Optionee | Type of Option | Number of Shares | Exercise Price | Expiry Date |
January 16, 2004 | Geoffrey Dryer | Officer/Director | 200,000 | US$0.25 | January 16, 2009 |
January 16, 2004 | Catherine Stauber | Officer/Director | 250,000 | US$0.25 | January 16, 2009 |
January 16, 2004 | Praveen Varshney | Officer/Director | 250,000 | US$0.25 | January 16, 2009 |
January 16, 2004 | Sokhie Puar | Director | 250,000 | US$0.25 | January 16, 2009 |
January 16, 2004 | Consultant | Consultant | 250,000 | US$0.25 | January 16, 2009 |
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Supplementary Information, page 2
March 31, 2004
(Unaudited - Prepared by Management)
Section 3
A.
Authorized and Issued Share Capital as at March 31, 2004:
Authorized share capital - 150,000,000 common shares without par value.
A total of 17,423,343 shares have been issued for a total of $1,013,574
B.
Options, Warrants and Convertible Securities Outstanding as at March 31, 2004:
Type of Security | Number Or Amount | Exercise or Convertible Price | Expiry Date |
Stock Options | 1,333 | $0.30 | June 13, 2004 |
56,000 | $0.30 | January 25, 2007 | |
1,330,000 | $0.30US | December 9, 2008 | |
200,000 | $0.25US | January 16, 2009 | |
Warrants | 420,000 | $0.35US $0.45US | April 6, 2005 October 6, 2005 |
C.
Shares in Escrow or Subject to Pooling as at March 31, 2004:
Common shares in escrow - Nil
D.
List of Directors and Officers as at March 31, 2004:
Geoffrey Dryer | Director & President |
Catherine Stauber | Director & CEO |
Praveen K. Varshney | Director & CFO |
Sokhie Puar | Director |
Robert Visser | Director |
Peeyush K. Varshney | Corporate Secretary |
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Management Discussion, page 1
March 31, 2004
Message to Shareholders
Financial Results:
For the three months ended March 31, 2004, the Company incurred a loss of $179,206 or $0.011 per share as compared to a loss of $10,313 or $0.001 per share for the same period in 2003. The increase in loss was primarily attributed to compensation expense of $109,589 recorded during the period for stock options granted to directors and a consultant under the fair value based method. Also, consulting and management fees increased by $33,846, office and administration by $22,710, travel expenses by $13,063 and wages and benefits by $16,537.
Total sales for the three months ended March 31, 2004 were $198,979 compared to $110,843 for the same period in 2003. General and administrative expenses were $317,335 during the three months ended March 31, 2004 as compared to $94,580 for the three months ended March 31, 2003.
During the period, the Company completed a non-brokered private placement of 420,000 units at a price of US$0.25 per unit for total proceeds of US$105,000. Each unit consists of one common share and one share purchase warrant of the Company. Each share purchase warrant entitles the holder to purchase one common share at a price of US$0.35 for a period of 12 months expiring April 6, 2005 and at a price of US$0.45 for the next 6 months, to a maximum of 18 months expiring October 6, 2005. The common shares are subject to a hold period expiring July 17th, 2004. The proceeds are being used for general working capital purposes.
Operations Update:
MicroView Parking ManagerTM
The Company introduced MicroView Parking ManagerTM ("MicroView"), a ground-breaking tool that will maximize parking revenues and streamline operations for any business which manages large-scale parking operations.
MicroView delivers powerful desktop and handheld tools with a broader range of functions than other traditional technologies. Parking passes, lot capacities, pass history, violations, tickets and waiting lists can all be managed through this innovative technology and in concert with existing enterprise information built on ARCHIBUS/FMTM. This technology can also be expanded through optional tools for MicroView handheld computers.
The Company achieved further sales of its MicroView software products and hosting services to the healthcare sector.
Pursuant to contracts recently entered into, both local and international healthcare facilities have purchased the Company's MicroView software products and hosting services generating revenues in excess of $234,000 for the Company. Two significant local regions, South Fraser Health Authority and Vancouver Coastal Health Authority and one significant non-local region, Children's Hospital of Philadelphia, PA, have signed contracts adding to a list of impressive recent agreements.
Other healthcare facilities using AssistGlobal products and services include: V.A. Medical Center (Los Angeles, CA), City of Hope (Los Angeles, CA), V.A. Medical Center (Salt Lake City, UT), Hershey Medical Center (Hershey, PA), Cedar Sinai Hospital (Los Angeles, CA), Santa Clara Valley Health & Hospital System (Santa Clara, CA), Mercy Health Partners (U.S.A.), Blue Cross Blue Shield (North Carolina) and Brigham & Women's Hospital (Boston, MA).
ASSISTGLOBAL TECHNOLOGIES CORP.
(Formerly IGN Internet Global Network Inc.)
Management Discussion, page 2
March 31, 2004
Budget restraints for most hospitals have forced a careful consideration at all levels prior to any purchase decisions. AssistGlobal solutions favor a progressive, proactive approach to the management of healthcare facilities and operations. The Company works with healthcare professionals to streamline workflow, eliminate redundancies and provide better access to their information. The results are solutions that provide healthcare managers with measurable improvements to their operations.
In March 2004, the Company entered a new market, Norway, for its MicroView/FM software products. The Company has been working in collaboration with Infrastructure Management AS of Oslo, Norway, to localize MicroView/FM for the Norwegian language and has reached the final stages of completion. In anticipation of the demand for the product, Infrastructure Management has purchased 15 units of the Norwegian Version of Microview/FM for a value of CDN$33,000.
Management would like to thank you for your continued support. We look forward to updating the Company's shareholders as business opportunities for AssistGlobal progress.
On behalf of the Board of Directors,
"Praveen K. Varshney"
Praveen Varshney
Director