Exhibit 99.3
MOK, SHEN & COMPANY
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
Board of Directors
Arescom Inc.
Fremont, California
We have audited the accompanying balance sheet of Arescom Inc. as of March 31,
1999 and the related statements of loss, changes in stockholders' equity, and
cash flows for July 1, 1998 to March 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted out audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arescom Inc. as of March 31,
1999, and the results of its operations and its cash flows for July 1, 1998
to March 31, 1999, in conformity with generally accepted accounting principles.
Mok, Shen & Company
December 20, 1999
ARESCOM INC.
BALANCE SHEET
MARCH 31, 1999
ASSETS
CURRENT ASSETS:
Cash ..................................... $ 761,658
Accounts Receivable....................... 405,074
Inventories (Note 2) ..................... 1,149,208
Employee Advances ........................ 10,515
Commission Advances ...................... 3,943
Prepaid expenses ......................... 31,570
------------
Total current assets .................... 2,361,968
Property and Equipment (Note 2)
Furniture and fixtures ................... 115,523
Equipment ................................ 374,923
Software and other fixed assets........... 236,196
Leasehold improvement .................... 29,836
Less: accumulated depreciation............ (326,801)
-----------
Total property and equipment, net........ 429,677
Other Assets:
Deposits ................................. 57,563
Life insurance ........................... 13,436
Organization cost ........................ 1,959
Less accumulated amortization ............ (1,246)
-----------
Total other assets ...................... 71,712
Total Assets .............................. $ 2,863,357
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable & accrued expenses ...... $ 463,441
Customer deposit ......................... 9,293
Other payables ........................... 7,295
-----------
Total current liabilities ............... 480,029
Stockholders' Equity:
Common stock, no par value; 200 million shares
authorized, 31,266,667 shares issued and
outstanding ............................. 10,291,600
Retained earnings ........................ (7,908,272)
------------
Total Stockholders' Equity .............. 2,383,328
Total Liabilities and Stockholders' Equity. $ 2,863,357
============
See accompanying independent accounts' audit report and
notes to financial statements
ARESCOM INC.
STATEMENT OF LOSS
FOR THE NINE MONTHS ENDED MARCH 31, 1999
Sales ..................................... $ 1,330,242
Cost of sales ............................. 944,614
-------------
Gross Profit .............................. 385,628
Operating Expenses:
Selling, general and
administrative expenses ................. 3,597,345
Research and development ................ 149,978
------------
Total operating expenses ................ 3747,323
Operating Loss ............................ (3,361,695)
Other income (expenses):
Interest income .......................... 13,175
Other income ............................. 56,100
Interest expenses ........................ (593)
-----------
Total other income (expenses) .......... 68,682
State income tax provision .................. (800)
Net loss .................................. $ (3,293,813)
==============
See accompanying independent accounts' audit report and notes
to financial statements
ARESCOM INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 1999
Common Stock Retained Earnings Total
-------------- -------------------- -----------
Balance,
July 1, 1998 ........... $ 7,491,600 $ (4,614,459) $ 2,877,141
Issuance of common stock. 2,800,000 --- 2,800,000
Current year loss........ --- (3,293,813) (3,293,813)
-------------- -------------- ------------
Balance,
March 31, 1999 ......... $ 10,291,600 $ (7,908,272) $ 2,383,328
See accompanying independent accounts' audit report and notes
to financial statements
ARESCOM INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1999
Cash flows from operating activities:
Net Loss ................................. $ (3,293,813)
Adjustments to reconcile net loss to net cash
Used by operating activities:
Depreciation and amortization ........... 109,586
Decrease (increase) in:
Accounts receivable .................... (303,764)
Inventories ............................ 674,542
Employee advances ...................... 1,578
Prepaid expenses ....................... (22,233)
Other current assets ................... 5,563
Deposits ............................... 1,679
Life insurance ......................... 9,564
Increase (decrease) in:
Accounts payable & accrued expenses..... 312,861
Other payable .......................... 2,806
--------------
Net cash used in operating activities...... (2,501,631)
Cash flows from investing activities:
Additions to furniture and fixtures....... (36,228)
Additions to equipment ................... (88,809)
Additions to other fixed assets .......... (87,900)
Additions to leasehold improvement ....... (965)
-------------
Net cash used in investing activities ..... (213,902)
Cash flows from financing activities:
Repayment of stockholders' loan .......... (50,000)
Issuance of common stock ................. 2,800,000
------------
Net cash provided by financing activities.. 2,750,000
Net increase in cash ...................... 34,467
Cash balance, beginning of year ........... 727,191
-----------
Cash balance, end of year ................. $ 761,658
===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest ................................ $ 593
======
Income taxes ............................. $ 800
======
See accompanying independent accounts' audit report and notes to
financial statements
Arescom Inc.
Note of Financial Statements
1) The Company
Arescom Inc. (the Company) was incorporated in 1996 in the State of California.
Its principal business is designing and manufacturing a complete line of inter-
networking router equipment for PSTN, ISDN, xDSL and Ethernet environments.
The Company's headquarter is located in Fremont, California. Lotus Pacific,
Inc., a publicly traded company, is the majority stockholder.
2) Summary of Accounting Policies
Basis of Accounting
The Company's financial statements are presented using the accrual method of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Inventories
Inventories are stated at the lower of cost or market with cost determined on
a first-in first-out method.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided by the straight-line method over the estimated useful
lives of each asset. Lease hold improvements are amortized on a straight-line
basis over the lease term.
Allowance for Bad Debt
Bad debts are provided by the allowance method based on historical experience
and management's evaluation of outstanding account receivable. There was no
allowance for doubtful account at March 31, 1999.
Income Taxes
The Company's income taxes are accounted for under the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which requires the liability method of accounting.
Uncertainty Due to the Year 2000 Issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problem may arise in
some systems which use certain dates in 1999 to represent something other than
a date. The effects of the Year 2000 issue may be experienced before, on or
after January 1, 2000 and, if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems failure
which could affect a company's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting Arescom Inc. including those related to the efforts of customers,
suppliers or other third parties will be fully resolved.
3) Lease Commitment
The Company leased its office at Lakeview Boulevard, Fremont, California,
from Renco Investment Company. The lease term is five years starting April 1,
1997. Currently, the monthly rental payment is $14,294 and will be increased
on each anniversary date. In addition to the monthly base rent, the Company
was required to pay for its estimated share of operating and property tax
expense. The Company paid $44,596 as security deposit for the lease. The
minimum future lease payments for the Lakeview Boulevard office and warehouse
at March 31, 1999 are as follows:
Years Total
----------- ------------
2000 $ 180,090
2001 186,915
2002 144,081
---------
Total $ 511,086
4) Retirement Plan
In January 1996, the Company established a qualified cash-or-deferred profit
sharing retirement plan under Section 401(k) of the Internal Revenue Code.
Under the plan, Qualified full-time employees may defer up to 15% of their
compensation, subject to the limits set by the Internal Revenue Code.
5) Subsequent Event
In March 1999, Lotus Pacific, Inc., a public traded company, became the major
stockholder of the Company.
In November 1999, the Company relocated to 3541 Gateway Blvd., Fremont.