1 EXHIBIT NO. 19 REPORTS FURNISHED TO SECURITY-HOLDERS 2 CINTECH TELE-MANAGEMENT SYSTEMS, INC. Condensed Financial Statements for the Three and Nine-Months Ended March 31, 2000 and 1999 and Independent Accountants' Report - -------------------------------------------------------------------------------- 3 [Logo] ------------------------------------------------------ DELOITTE & TOUCHE LLP Telephone: (513) 784-7100 250 East Fifth Street P.O. Box 5340 Cincinnati, Ohio 45201-5340 INDEPENDENT ACCOUNTANTS' REPORT To the Directors of Cintech Tele-Management Systems, Inc. We have reviewed the accompanying condensed balance sheets of Cintech Tele-Management Systems, Inc. (the "Company") as of March 31, 2000 and 1999 and the related condensed statements of income, stockholders' equity and cash flows for the three months and nine months then ended (all expressed in U.S. dollars). These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytic procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, 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 reviews, we are not aware of any material modifications that should be made to such condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of the Company as of June 30, 1999, and the related statement of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated August 20, 1999, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 1999 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP April 21, 2000 [Logo] 4 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED BALANCE SHEETS MARCH 31, 2000, JUNE 30, 1999 AND MARCH 31, 1999 - -------------------------------------------------------------------------------------------- MARCH 31, MARCH 31, ASSETS 2000 JUNE 30, 1999 (UNAUDITED) 1999 (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents (Note 1) $ 3,361,090 $ 1,500,081 $ 1,602,620 Marketable securities (Note 2) 5,205,258 4,864,847 3,417,789 Accounts receivable, trade - (Net of allowance of $25,244, $50,601 and $121,705 at March 31, 2000, June 30, 1999, and March 31, 1999, respectively) (Note 1) 578,000 1,022,153 936,816 Inventory (Note 1) 25,894 25,781 48,661 Prepaid expenses 28,607 30,172 15,548 Refundable income taxes (Note 6) 11,995 Deferred income taxes (Note 6) 379,637 298,960 ------------ ----------- ----------- Total current assets 9,590,481 7,741,994 6,021,434 ------------ ----------- ----------- FIXED ASSETS (Note 1): Equipment 1,017,853 757,190 731,969 Furniture and fixtures 221,211 151,433 151,433 ------------ ----------- ----------- Total 1,239,064 908,623 883,402 Less accumulated depreciation (908,502) (786,988) (778,094) ------------ ----------- ----------- Total fixed assets - net 330,562 121,635 105,308 ------------ ----------- ----------- SOFTWARE DEVELOPMENT COSTS-Net (Note 1) 998,670 578,156 522,552 DEFERRED INCOME TAXES (Note 6) 274,996 ----------- Total other assets 998,670 853,152 522,552 ------------ ----------- ----------- TOTAL $ 10,919,713 $ 8,716,781 $ 6,649,294 ============ =========== =========== MARCH 31, MARCH 31, 2000 JUNE 30, 1999 (UNAUDITED) 1999 (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 355,954 $ 270,434 $ 490,178 Accrued liabilities: Accrued wages and compensation 562,703 755,715 571,339 Accrued income taxes 58,340 18,245 Warranty reserve 135,677 119,078 121,556 Other 129,671 182,610 195,818 Deferred maintenance revenue (Note 1) 995,717 728,678 688,055 --------- --------- --------- Total current liabilities 2,179,722 2,114,855 2,085,191 --------- --------- --------- DEFERRED INCOME TAXES (Note 6) 94,361 --------- STOCKHOLDERS' EQUITY (Notes 1, 4, 5): Common stock 9,005,121 8,993,777 8,993,777 Contributed capital 675,757 675,757 675,757 Treasury stock (2,290) (2,290) (2,290) Accumulated deficit (1,032,958) (3,065,318) (5,103,141) --------- ---------- --------- Total stockholders' equity 8,645,630 6,601,926 4,564,103 --------- ---------- --------- TOTAL $ 10,919,713 $ 8,716,781 $ 6,649,294 ============ =========== =========== See notes to condensed financial statements and independent accountants' report. -2- 5 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS AND NINE-MONTHS ENDED MARCH 31, 2000 AND 1999 - ----------------------------------------------------------------------------------------------------------------------------------- FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED MARCH 31, MARCH 31, ----------------------------------------- ------------------------------------- 2000 1999 2000 1999 NET SALES (Note 1) $2,822,627 $ 2,978,853 $ 9,676,278 $ 8,496,413 COST OF PRODUCTS SOLD (Note 1) 264,217 296,894 936,464 997,465 AMORTIZATION OF DEFERRED SOFTWARE DEVELOPMENT COSTS (Note 1) (17,047) 37,891 89,202 109,891 LICENSING FEES (Note 1) 435,890 588,653 1,587,984 1,481,161 ---------- ---------- ----------- ----------- GROSS PROFIT 2,139,567 2,055,415 7,062,628 5,907,896 RESEARCH AND DEVELOPMENT 190,191 98,983 466,830 294,966 SELLING, GENERAL AND ADMINISTRATIVE (Notes 1, 3) 1,421,343 1,288,255 4,201,208 3,606,339 ---------- ---------- ----------- ----------- INCOME FROM OPERATIONS 528,033 668,177 2,394,590 2,006,591 OTHER INCOME 102,604 33,818 228,643 77,460 ---------- ---------- ----------- ----------- INCOME BEFORE INCOME TAX PROVISION 630,637 701,995 2,623,233 2,084,051 INCOME TAX PROVISION (Note 6) 126,125 69,155 590,873 69,155 ---------- ---------- ----------- ----------- NET INCOME $ 504,512 $ 632,840 $ 2,032,360 $ 2,014,896 ========== ========== =========== =========== BASIC EARNINGS PER COMMON SHARE (Note 4) $ 0.04 $ 0.05 $ 0.17 $ 0.16 ========== ========== =========== =========== DILUTED EARNINGS PER COMMON SHARE (Note 4) $ 0.04 $ 0.05 $ 0.16 $ 0.16 ========== ========== =========== =========== See notes to condensed financial statements and independent accountants' report. -3- 6 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE NINE-MONTHS ENDED MARCH 31, 2000 AND 1999 - ----------------------------------------------------------------------------------------------------------------------------------- COMMON TOTAL STOCK CONTRIBUTED TREASURY ACCUMULATED STOCKHOLDERS' NO PAR VALUE CAPITAL STOCK DEFICIT EQUITY BALANCE AT JUNE 30, 1998 $8,982,842 $675,757 $(2,290) $(7,118,037) $2,538,272 STOCK OPTIONS EXERCISED (21,434 shares) 10,935 10,935 NET INCOME 2,014,896 2,014,896 ---------- -------- ------- ----------- ---------- BALANCE AT MARCH 31, 1999 $8,993,777 $675,757 $(2,290) $(5,103,141) $4,564,103 ========== ======== ======= =========== ========== BALANCE AT JUNE 30, 1999 $8,993,777 $675,757 $(2,290) $(3,065,318) $6,601,926 STOCK OPTIONS EXERCISED (19,704 shares) 11,344 11,344 NET INCOME 2,032,360 2,032,360 ---------- -------- ------- ----------- ---------- BALANCE AT MARCH 31, 2000 $9,005,121 $675,757 $(2,290) $(1,032,958) $8,645,630 ========== ======== ======= =========== ========== See notes to condensed financial statements and independent accountants' report. -4- 7 CINTECH TELE-MANAGEMENT SYSTEMS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTHS ENDED MARCH 31, 2000 AND 1999 - ------------------------------------------------------------------------------------------------------------------------------ 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,032,360 $ 2,014,896 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 121,514 76,500 Amortization of software development costs 89,202 109,891 Deferred income taxes 288,680 Provision for doubtful accounts (25,357) 93,308 Changes in assets and liabilities: Decrease in accounts receivable 469,510 492,934 (Increase) decrease in inventory (113) 38,811 (Increase) decrease in other assets (10,430) 12,902 Increase in accounts payable 85,520 288,886 (Decrease) increase in accrued expenses (287,692) 283,652 Increase in deferred maintenance revenue 267,039 245,444 ----------- ----------- Total adjustments 997,873 1,642,328 ----------- ----------- Net cash provided by operating activities 3,030,233 3,657,224 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (340,411) (2,500,957) Purchase of fixed assets (330,441) (70,955) Expenditures for software development costs (509,716) (407,326) ----------- ----------- Net cash used in investing activities (1,180,568) (2,979,238) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 11,344 10,935 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,861,009 688,921 CASH AND CASH EQUIVALENTS: Beginning of period 1,500,081 913,699 ----------- ----------- End of period $ 3,361,090 $ 1,602,620 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION-Taxes paid $ 372,528 $ 52,000 =========== =========== See notes to condensed financial statements and independent accountants' report. -5- 8 CINTECH TELE-MANAGEMENT SYSTEMS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 1999 AND AS OF MARCH 31, 2000 AND 1999 AND FOR THE THREE-MONTH AND NINE-MONTH PERIODS THEN ENDED (INFORMATION RELATED TO THE THREE AND NINE-MONTHS ENDED MARCH 31, 2000 AND 1999 IS UNAUDITED) - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - The Company develops and markets contact center solutions for small- to mid-size entities, such as departments, branch offices and workgroups, within global enterprises as well as small- to mid-size businesses. In addition to the contact center solutions, the Company also provides services, such as installation, training, project management, consulting and maintenance support. BASIS OF PRESENTATION - The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X and are expressed in United States dollars. The differences in accounting principles generally accepted in the United States of America and Canada are described in Note 7. The information disclosed in the notes to the financial statements included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1999 has not changed materially unless otherwise disclosed herein. Financial information as of June 30, 1999 included in these condensed financial statements has been derived from the audited financial statements included in that report. In management's opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made. Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. REVENUE - Generally, the Company records product and service revenue when the product is shipped and the service is provided. Also, the Company records an estimate of potential future returns of product sold at the time of sale. DEFERRED MAINTENANCE REVENUE - The Company sells product maintenance agreements which provide for repair of hardware and no-cost upgrade of software. These agreements normally cover periods ranging from 1-5 years with revenue being recognized on a straight-line basis over the maintenance period. WARRANTY RESERVE - At the time of sale, the Company accrues for warranty costs relating to hardware or software replacement or on site support to be provided during the first twelve months following the sale. Costs associated with supporting product under warranty are charged to the reserve instead of current period cost. The reserve is adjusted periodically based upon actual experience. -6- 9 DEPRECIATION - Fixed assets are carried at cost. Depreciation is computed using an accelerated method over the following useful lives: Equipment 5 years Furniture and fixtures 7 years Leasehold improvements 2 years Computer equipment 3 years INVENTORY - Inventories are valued at the lower of cost or market, with cost being computed using the first-in, first-out method. Inventories consist of: MARCH 31, JUNE 30, MARCH 31, 2000 1999 1999 Literature and other documentation $ 18,174 $ 14,309 $ 26,576 Computer hardware 25,901 21,621 58,024 Allowance for obsolete inventory (18,181) (10,149) (35,939) -------- -------- -------- Total inventory $ 25,894 $ 25,781 $ 48,661 ======== ======== ======== SIGNIFICANT CUSTOMERS - Most of the Company's sales are to distributors in the telephony industry. The Company had sales to major distributors, as follows: SALES FOR THE THREE-MONTHS ENDED MAR 31, SALES FOR THE NINE-MONTHS ENDED MAR 31, 2000 1999 2000 1999 -------------------- ------------------- ------------------- -------------------- Amount % Amount % Amount % Amount % Distributor A $1,814,469 64% $ 2,220,043 75% $6,547,151 68% $5,814,187 68% Distributor B 243,926 9% 226,583 8% 1,084,258 11% 706,346 8% ---------- -- ----------- -- ---------- -- ---------- -- Total $2,058,395 73% $ 2,446,626 83% $7,631,409 79% $6,520,533 76% ========== == =========== == ========== == ========== == The Company had gross accounts receivable from major distributors, each of which was in excess of 10% of the Company's total accounts receivable, as follows: PERCENT OF GROSS ACCOUNTS DISTRIBUTORS RECEIVABLE March 31, 2000 1 70 % June 30, 1999 2 83 % March 31, 1999 2 78 % -7- 10 INTERNATIONAL SALES - The Company had international sales as follows: SALES FOR THE THREE-MONTHS SALES FOR THE NINE-MONTHS ENDED MARCH 31, ENDED MARCH 31, ------------------------------------------------- --------------------------------------------------- 2000 1999 2000 1999 ------------------------ ----------------------- ------------------------ ------------------------- AMOUNT % AMOUNT % AMOUNT % AMOUNT % Canada $ 23,940 1% $ 47,727 2% $ 114,213 1% $ 79,090 1% Other 2,000 3,519 -------- -- -------- -- --------- -- -------- -- Total $ 23,940 1% $ 49,727 1% $ 114,213 1% $ 82,609 1% ======== == ======== == ========= == ======== == SOFTWARE DEVELOPMENT COSTS - Costs incurred internally for creation of the computer software product are charged to research and development expense when incurred until technological feasibility has been established for the product. Thereafter, until general release, all software production costs are capitalized and subsequently reported at the lower of amortized cost or net realizable value. The capitalized costs are amortized on a straight-line basis over the estimated economic life of the product. Costs capitalized were $218,301 and $78,292 and related amortization was $(17,047) and $37,891 for the three-months ended March 31, 2000 and 1999, respectively. Costs capitalized were $509,716 and $407,326 and related amortization was $89,202 and $109,891 for the nine-months ended March 31, 2000 and 1999, respectively. The Company periodically evaluates the capitalized cost relative to potential sales and accelerates the write-off when appropriate. LICENSING FEE - The Company has agreements with distributors which require the payment of a license fee on certain software sales made by the distributors. This license fee is for the distribution of the Company's products. FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of certain of the Company's financial instruments, such as cash, trade accounts receivable and trade accounts payable, approximate their fair values. ACCOUNTING CHANGES - In 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, as amended, which is effective for fiscal year 2001, will have no impact on the Company's reported financial position, result of operations or cash flows. The Company adopted FASB Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information," during 1999. There was no impact on the Company's financial statements. CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the Company considers all money market instruments to be cash equivalents. RECLASSIFICATION - Certain fiscal 1999 amounts have been reclassified in order to conform to fiscal 2000 presentation. -8- 11 2. MARKETABLE SECURITIES The Company maintains various investments in federal agency notes which are classified as held-to-maturity and are reported at amortized cost in accordance with FASB Statement No. 115 "Accounting for Certain Investments in Debt and Equity Securities". All items mature within one year. The cost and market value of the investments are summarized below: NET AMORTIZED UNREALIZED DESCRIPTION COST MARKET GAIN (LOSS) March 31, 2000 - Federal Agency Notes $ 5,205,258 $ 5,203,625 $(1,633) ============ ============ ======== June 30, 1999 - Federal Agency Notes $ 4,864,847 $ 4,858,395 $(6,452) ============ ============ ======== March 31, 1999 - Federal Agency Notes $ 3,417,789 $ 3,416,287 $(1,502) ============ ============ ======== 3. OPERATING LEASES OPERATING LEASES - The Company leases its office facility in Norwood, Ohio. This operating lease, which began in March 1995 and expires in April 2002, calls for escalating lease payments over the term of the lease. The Company records lease expense on a straight-line basis over the life of the lease. The annual minimum rent to be paid under the operating lease agreement for the facility in Norwood, Ohio is as follows: Period Ending March 31: 2001 $233,816 2002 253,300 Rent expense for the leased office space was $83,875 and $73,277 for the three-month periods ended March 31, 2000 and 1999, respectively. Rent expense for the leased office space was $230,428 and $219,829 for the nine-month periods ended March 31, 2000 and 1999, respectively. 4. CAPITAL STOCK AND INCOME PER SHARE The following schedule is a summary of the Company's shares of capital stock. COMMON IN AUTHORIZED ISSUED OUTSTANDING TREASURY Balance at March 31, 2000 15,000,000 12,322,889 12,320,889 2,000 ========== ========== ========== ===== Balance at June 30, 1999 15,000,000 12,303,185 12,301,185 2,000 ========== ========== ========== ===== Balance at March 31, 1999 15,000,000 12,303,185 12,301,185 2,000 ========== ========== ========== ===== -9- 12 Income per common share was based on the weighted average number of common shares outstanding during each period. The Company's basic and diluted earning per share were determined as follows: THREE-MONTHS ENDED THREE-MONTHS ENDED MARCH 31, 2000 MARCH 31, 1999 -------------------------------------- -------------------------------------- INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income available to common stockholders $ 504,512 12,316,307 $ 0.04 $ 632,840 12,299,207 $ 0.05 EFFECT OF DILUTIVE SECURITIES Stock options 817,777 491,425 --------- ---------- ------ -------- ---------- ------ DILUTED EPS Income available to common stockholders and assumed conversions $ 504,512 13,134,084 $ 0.04 $ 632,840 12,790,632 $ 0.05 ========= ========== ====== ========= ========== ====== NINE-MONTHS ENDED NINE-MONTHS ENDED MARCH 31, 2000 MARCH 31, 1999 -------------------------------------- -------------------------------------- INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income available to common stockholders $ 2,032,360 12,308,304 $ 0.17 $ 2,014,896 12,290,007 $ 0.16 EFFECT OF DILUTIVE SECURITIES Stock options 691,978 327,166 ----------- ---------- ------ ----------- ---------- ------ DILUTED EPS Income available to common stockholders and assumed conversions $ 2,032,360 13,000,282 $ 0.16 $ 2,014,896 12,617,173 $ 0.16 =========== ========== ====== =========== ========== ===== Stock options representing 150,000 shares for the nine-months ended March 31, 1999 were not included in computing diluted earnings per share because their effects were antidilutive. 5. STOCK OPTION PLAN During 1994, the Board of Directors approved a plan providing for the granting, to employees, options for the purchase of a maximum of 1,500,000 shares of common stock. In 1996, the plan was amended to provide for non-employee eligibility. In 1999, the plan was amended and restated to include in one document all previous amendments and other non-material changes designed to improve the operation of the plan and to reserve an additional 1,000,000 shares for issuance under the plan. Excluding the options granted in February 1994, all options have been granted at an exercise price equal to the fair market value at the date of grant and become exercisable equally over a period ranging from one to four -10- 13 years. The February 1994 options were granted at a price below fair market value at the date of grant and were subsequently adjusted to market. The 1994 options granted became exercisable equally over a two-year period. All options expire at the end of ten years from the date of grant or are subject to the performance provisions of specific grants. The Company has adopted the disclosure only provision of SFAS No. 123 and applies APB Opinion No. 25 in accounting for its stock options. Proforma disclosure reflecting the financial impact of compensation cost for stock option grants made in fiscal years 1999 and 1998, determined using the fair value method consistent with SFAS No. 123, were presented in the footnotes to the 1999 annual report. 6. INCOME TAXES Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Deferred taxes consist of the following: MARCH 31, JUNE 30, MARCH 31, 2000 1999 1999 Current deferred tax asset - Deferred revenue and other $ 379,637 $ 298,960 $ 599,358 Less valuation allowance (599,358) --------- ---------- ----------- Net $ 379,637 $ 298,960 $ - ========= ========== =========== Non-current deferred tax asset - Carryforwards and credits $ 376,501 $1,080,683 $ 1,491,798 Non-current deferred tax liability - Deferred software development costs and other (470,862) (196,573) (177,668) --------- ---------- ----------- Net non-current deferred tax asset (liability) (94,361) 884,110 1,314,130 Less valuation allowance (609,114) (1,314,130) --------- ---------- ----------- Net $ (94,361) $ 274,996 $ - ========= ========== =========== -11- 14 The provision for income taxes for the three-months and nine-months ended March 31, 2000 and 1999 consists of the following: FOR THE THREE-MONTHS FOR THE NINE-MONTHS ENDED MARCH 31, ENDED MARCH 31, --------------------------------- ----------------------------------- 2000 1999 2000 1999 Current provision $ 136,062 $ 69,155 $ 302,193 $ 69,155 Deferred provision 205,493 201,695 897,794 708,610 --------- -------- --------- -------- Total 341,555 270,850 1,199,987 777,765 Decrease in the valuation allowance (215,430) (201,695) (609,114) (708,610) --------- -------- --------- -------- Income tax expense $ 126,125 $ 69,155 $ 590,873 $ 69,155 ========= ======== ========= ======== The primary differences between the statutory rate for federal income tax and the effective income tax rate are the utilization of net operating losses to offset current income and the change in the valuation allowance. At March 31, 2000, the Company has state net operating loss carryforwards, research and development credit carryforwards and alternative minimum tax credits available to offset future income taxes. 7. RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("CANADIAN GAAP AND U.S. GAAP") These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States. During the periods ended March 31, 2000 and 1999, differences between Canadian GAAP and U.S. GAAP arose as a result of depreciation. For U.S. GAAP purposes, furniture and fixtures, equipment, leasehold improvements, and computer equipment are depreciated over useful lives of seven, five, two, and three years, respectively, using an accelerated method. For Canadian GAAP purposes, furniture and fixtures, equipment, leasehold improvements, and computer equipment are to be depreciated over useful lives of five, three, two, and three years, respectively, using a straight-line method. The difference in methodology results in a reported U.S. GAAP net income in excess of Canadian GAAP of $23,551 and $12,281 for the periods ended March 31, 2000 and 1999, respectively. The difference does not have a material effect on the earnings per share calculation for either period. * * * * * * -12-