1 Exhibit 99 CINTECH SOLUTIONS, INC. Condensed Financial Statements for the Three and Nine-Months Ended March 31, 2001 and 2000 and Independent Accountants' Report 2 Deloitte & Touche LLP 250 East Fifth Street P. O. Box 5340 Cincinnati, Ohio 45201-5340 Tel:(513) 784-7100 www.us.deloitte.com [DELOITTE & TOUCHE LOGO] INDEPENDENT ACCOUNTANTS' REPORT To the Directors of Cintech Solutions, Inc. We have reviewed the accompanying condensed balance sheets of Cintech Solutions, Inc. (the "Company") as of March 31, 2001 and 2000 and the related condensed statements of operations, 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, 2000, and the related statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated August 25, 2000, 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, 2000 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP May 3, 2001 - --------------- Deloitte Touche Tohmatsu - --------------- 3 CINTECH SOLUTIONS, INC. CONDENSED BALANCE SHEETS MARCH 31, 2001, JUNE 30, 2000 AND MARCH 31, 2000 - ------------------------------------------------------------------------------------------------- MARCH 31, MARCH 31, ASSETS 2001 JUNE 30, 2000 (UNAUDITED) 2000 (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents (Note 1) $ 177,922 $ 2,521,039 $ 3,361,090 Marketable securities (Note 2) 6,860,093 5,828,194 5,205,258 Accounts receivable, trade - (Net of allowance of $68,160, $24,509 and $25,244 at March 31, 2001, June 30, 2000 and March 31, 2000, respectively) (Note 1) 317,433 869,435 578,000 Inventory (Note 1) 15,763 45,969 25,894 Prepaid expenses 100,990 31,131 28,607 Refundable income taxes (Note 6) 15,506 11,995 Deferred income taxes (Note 6) 542,271 584,067 379,637 ---------- ----------- ----------- Total current assets 8,029,978 9,879,835 9,590,481 ---------- ----------- ----------- FIXED ASSETS (Note 1): Equipment 1,263,403 1,178,783 1,017,853 Furniture and fixtures 297,855 288,773 221,211 ---------- ----------- ----------- Total 1,561,258 1,467,556 1,239,064 Less accumulated depreciation (1,193,612) (974,166) (908,502) ---------- ----------- ----------- Total fixed assets - net 367,646 493,390 330,562 ---------- ----------- ----------- SOFTWARE DEVELOPMENT COSTS - Net (Note 1) 1,746,646 1,250,148 998,670 DEFERRED INCOME TAXES (Note 6) 157,093 ---------- ----------- ----------- Total other assets - net 1,903,739 1,250,148 998,670 ---------- ----------- ----------- TOTAL $ 10,301,363 $ 11,623,373 $10,919,713 ============ ============ =========== CINTECH SOLUTIONS, INC. CONDENSED BALANCE SHEETS MARCH 31, 2001, JUNE 30, 2000 AND MARCH 31, 2000 - ------------------------------------------------------------------------------------------ MARCH 31, MARCH 31, LIABILITIES AND 2001 JUNE 30, 2000 STOCKHOLDERS' EQUITY (UNAUDITED) 2000 (UNAUDITED) CURRENT LIABILITIES: Accounts payable $ 61,939 $ 347,664 $ 355,954 Accrued liabilities: Accrued wages and compensation 355,479 660,074 562,703 Accrued income taxes 75,678 Warranty reserve 92,730 126,323 135,677 Other 137,384 171,558 129,671 Deferred maintenance revenue (Note 1) 710,330 832,528 995,717 --------- --------- --------- Total current liabilities 1,357,862 2,213,825 2,179,722 --------- --------- --------- DEFERRED INCOME TAXES (Note 6) 83,822 94,361 --------- --------- --------- STOCKHOLDERS' EQUITY (Notes 1, 4, 5): Common stock 9,008,289 9,005,433 9,005,121 Contributed capital 675,757 675,757 675,757 Treasury stock (2,290) (2,290) (2,290) Accumulated deficit (738,255) (353,174) (1,032,958) --------- --------- --------- Total stockholders' equity 8,943,501 9,325,726 8,645,630 --------- --------- --------- --------- --------- --------- TOTAL $ 10,301,363 $ 11,623,373 $ 10,919,713 ============= ============= ============ See notes to condensed financial statements and independent accountants' report. -2- 4 CINTECH SOLUTIONS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE-MONTHS AND NINE-MONTHS ENDED MARCH 31, 2001 AND 2000 - ---------------------------------------------------------------------------------------------------------------------------- FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED MARCH 31, MARCH 31, ------------------------------ ----------------------------- 2001 2000 2001 2000 NET SALES (Note 1): Product sales $ 760,588 $ 2,090,906 $ 4,888,659 $ 7,634,932 Services and other sales 492,031 731,721 1,638,701 2,041,346 ----------- ----------- ----------- ----------- Total net sales 1,252,619 2,822,627 6,527,360 9,676,278 ----------- ----------- ----------- ----------- COST OF PRODUCTS SOLD AND SERVICES PROVIDED (Note 1): Cost of products sold 398,354 485,493 1,571,983 1,943,723 Cost of services and other sales 122,572 197,567 355,466 669,927 ----------- ----------- ----------- ----------- Total cost of products sold and services provided 520,926 683,060 1,927,449 2,613,650 ----------- ----------- ----------- ----------- GROSS PROFIT 731,693 2,139,567 4,599,911 7,062,628 RESEARCH AND DEVELOPMENT 232,801 190,191 744,687 466,830 SELLING, GENERAL AND ADMINISTRATIVE (Notes 1, 3) 1,551,344 1,421,343 4,884,873 4,201,208 ----------- ----------- ----------- ----------- INCOME (LOSS) FROM OPERATIONS (1,052,452) 528,033 (1,029,649) 2,394,590 OTHER INCOME 122,532 102,604 355,843 228,643 ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE INCOME TAX PROVISION (929,920) 630,637 (673,806) 2,623,233 INCOME TAX PROVISION (BENEFIT) (Note 6) (368,612) 126,125 (288,725) 590,873 ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ (561,308) $ 504,512 $ (385,081) $ 2,032,360 =========== =========== =========== =========== BASIC EARNINGS (LOSS) PER COMMON SHARE (Note 4) $ (0.05) $ 0.04 $ (0.03) $ 0.17 =========== =========== =========== =========== DILUTED EARNINGS (LOSS) PER COMMON SHARE (Note 4) $ (0.05) $ 0.04 $ (0.03) $ 0.16 =========== =========== =========== =========== See notes to condensed financial statements and independent accountants' report. -3- 5 CINTECH SOLUTIONS, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE NINE-MONTHS ENDED MARCH 31, 2001 AND 2000 - --------------------------------------------------------------------------------------------------------------------------------- COMMON TOTAL STOCK CONTRIBUTED TREASURY ACCUMULATED STOCKHOLDERS' NO PAR VALUE CAPITAL STOCK DEFICIT EQUITY 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 =========== =========== =========== =========== =========== BALANCE AT JUNE 30, 2000 $ 9,005,433 $ 675,757 $ (2,290) $ (353,174) $ 9,325,726 STOCK OPTIONS EXERCISED (4,399 shares) 2,856 2,856 NET LOSS (385,081) (385,081) ----------- ----------- ----------- ----------- ----------- BALANCE AT MARCH 31, 2001 $ 9,008,289 $ 675,757 $ (2,290) $ (738,255) $ 8,943,501 =========== =========== =========== =========== =========== See notes to condensed financial statements and independent accountants' report. -4- 6 CINTECH SOLUTIONS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTHS ENDED MARCH 31, 2001 AND 2000 - --------------------------------------------------------------------------------------------------------------------------- 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (385,081) $ 2,032,360 ----------- ----------- Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation 219,446 121,514 Amortization of software development costs 322,878 89,202 Deferred income taxes (199,119) 288,680 Provision for doubtful accounts 43,651 (25,357) Changes in assets and liabilities: Decrease in accounts receivable 508,351 469,510 Decrease (increase) in inventory 30,206 (113) Increase in other assets (69,859) (10,430) (Decrease) increase in accounts payable (285,725) 85,520 Decrease in accrued expenses (463,546) (287,692) (Decrease) increase in deferred maintenance revenue (122,198) 267,039 ----------- ----------- Total adjustments (15,915) 997,873 ----------- ----------- Net cash (used in) provided by operating activities (400,996) 3,030,233 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities (1,031,899) (340,411) Purchase of fixed assets (93,702) (330,441) Expenditures for software development costs (819,376) (509,716) ----------- ----------- Net cash used in investing activities (1,944,977) (1,180,568) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,856 11,344 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,343,117) 1,861,009 CASH AND CASH EQUIVALENTS: Beginning of period 2,521,039 1,500,081 ----------- ----------- End of period $ 177,922 $ 3,361,090 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION-Taxes paid $ 16,512 $ 372,528 =========== =========== See notes to condensed financial statements and independent accountants' report. -5- 7 CINTECH SOLUTIONS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2000 AND AS OF MARCH 31, 2001 AND 2000 AND FOR THE THREE-MONTH AND NINE-MONTH PERIODS THEN ENDED (INFORMATION RELATED TO THE THREE AND NINE-MONTHS ENDED MARCH 31, 2001 AND 2000 IS UNAUDITED) - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - Cintech Solutions, Inc. (the "Company") develops and markets Internet technology solutions exclusively for small to mid-size entities within the Fortune 1000 and small businesses to manage and analyze interactions with their customers, partners, and associates for improved relationships and informed decisions. In concert with the Internet technology 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, 2000 has not changed materially unless otherwise disclosed herein. Financial information as of June 30, 2000 included in these 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 accounting principles generally accepted in the United States of America 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 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 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- 8 DEPRECIATION - Fixed assets are carried at cost. Depreciation is computed using an accelerated method over the following useful lives: Equipment 3-5 years Furniture, fixtures and leasehold improvements 2-7 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, 2001 2000 2000 Literature and other documentation $ 8,898 $ 40,318 $ 18,174 Computer hardware 11,334 9,068 25,901 Allowance for obsolete inventory (4,469) (3,417) (18,181) -------- -------- -------- Total inventory $ 15,763 $ 45,969 $ 25,894 ======== ======== ======== SIGNIFICANT CUSTOMERS - Most of the Company's sales are to distributors in the voice-centric call center solutions market. 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, 2001 2000 2001 2000 -------------------- -------------------- ------------------- -------------------- Amount % Amount % Amount % Amount % Distributor A $ 615,507 49 % $ 1,814,469 64 % $4,350,997 67 % $6,547,151 68 % Distributor B 156,330 13 % 243,926 9 % 547,399 8 % 1,084,258 11 % --------- ---- ----------- ----- ---------- ----- ---------- ----- Total $ 771,837 62 % $ 2,058,395 73 % $4,898,396 75 % $7,631,409 79 % ========= ==== =========== ==== ========== ===== ========== ==== 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, 2001 2 60 % June 30, 2000 1 74 % March 31, 2000 1 70 % -7- 9 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, ---------------------------------------------- ------------------------------------------------- 2001 2000 2001 2000 ---------------------- ---------------------- ----------------------- ------------------------ AMOUNT % AMOUNT % AMOUNT % AMOUNT % Canada $34,905 3 % $23,940 1 % $125,981 2 % $114,213 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 $398,968 and $218,301 and related amortization was $213,000 and $(17,047) for the three-months ended March 31, 2001 and 2000, respectively. Costs capitalized were $819,376 and $509,716 and related amortization was $322,878 and $89,202 for the nine-months ended March 31, 2001 and 2000, 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. License fee expense was $162,096 and $435,890 for the three-months ended March 31, 2001 and 2000, respectively. License fee expense was $1,046,082 and $1,587,984 for the nine-months ended March 31, 2001 and 2000, respectively. 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 PRONOUNCEMENTS - In 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The bulletin had no impact on the Company's financial statements. In 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, as amended, was adopted on July 1, 2000 and had no impact on the Company's reported financial position, results of operations or cash flows. CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the Company considers all money market instruments to be cash equivalents. RECLASSIFICATION - Certain fiscal 2000 amounts have been reclassified in order to conform to fiscal 2001 presentation. -8- 10 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, 2001 - Federal Agency Notes $ 6,860,093 $ 6,864,720 $ 4,627 ============ ============ ======= June 30, 2000 - Federal Agency Notes $ 5,828,194 $ 5,831,140 $ 2,946 ============ ============ ======= March 31, 2000 - Federal Agency Notes $ 5,205,258 $ 5,203,625 $(1,633) ============ ============ ======== 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: 2002 $233,816 Rent expense for the leased office space was $93,341 and $83,875 for the three-month periods ended March 31, 2001 and 2000. Rent expense for the leased office space was $249,942 and $230,428 for the nine-month periods ended March 31, 2001 and 2000. 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, 2001 15,000,000 12,327,727 12,325,727 2,000 =========== =========== =========== ===== Balance at June 30, 2000 15,000,000 12,323,328 12,321,328 2,000 =========== =========== =========== ===== Balance at March 31, 2000 15,000,000 12,322,889 12,320,889 2,000 =========== =========== =========== ===== -9- 11 Income per common share was based on the weighted average number of common shares outstanding during each period. Accordingly, the sum of the individual quarters may not equal the year to date total. The Company's basic and diluted earnings per share were determined as follows: THREE-MONTHS ENDED THREE-MONTHS ENDED MARCH 31, 2001 MARCH 31, 2000 -------------------------------------- -------------------------------------- INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income (loss) available to common stockholders $ (561,308) 12,325,727 $ (0.05) $ 504,512 12,316,307 $ 0.04 EFFECT OF DILUTIVE SECURITIES Stock options 817,777 ---------- ---------- ------- --------- ---------- ------ DILUTED EPS Income (loss) available to common stockholders and assumed conversions $ (561,308) 12,325,727 $ (0.05) $ 504,512 13,134,084 $ 0.04 ========== ========== ======= ========= ========== ====== NINE-MONTHS ENDED NINE-MONTHS ENDED MARCH 31, 2001 MARCH 31, 2000 -------------------------------------- -------------------------------------- INCOME SHARES PER SHARE INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT BASIC EPS Income (loss) available to common stockholders $ (385,081) 12,324,128 $ (0.03) $ 2,032,360 12,308,304 $ 0.17 EFFECT OF DILUTIVE SECURITIES Stock options 691,978 ---------- ---------- ------- ----------- ---------- ------ DILUTED EPS Income (loss) available to common stockholders and assumed conversions $ (385,081) 12,324,128 $ (0.03) $ 2,032,360 13,000,282 $ 0.16 ========== ========== ======= =========== ========== ====== Stock options representing 991,513 shares for the three-months ended March 31, 2001 were not included in computing diluted earnings per share because their effects were antidilutive. Stock options representing 664,842 shares for the nine-months ended March 31, 2001 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 -10- 12 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 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 2000 and 1999, determined using the fair value method consistent with SFAS No. 123, were presented in the footnotes to the 2000 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: 2001 2000 2000 Current deferred tax asset - Deferred revenue and other $ 542,271 $ 584,067 $ 379,637 ========== ========== ========= Non-current deferred tax asset - Carryforwards and other credits $ 855,752 $ 416,237 $ 376,501 Non-current deferred tax liability - Deferred software development costs and other (698,659) (500,059) (470,862) --------- --------- --------- Net non-current deferred tax asset $ 157,093 $ (83,822) $ (94,361) ========= ========= ========= -11- 13 The provision (benefit) for income taxes for the three-months and nine-months ended March 31, 2001 and 2000 consists of the following: FOR THE THREE-MONTHS FOR THE NINE-MONTHS ENDED MARCH 31, ENDED MARCH 31, -------------------------- -------------------------- 2001 2000 2001 2000 Current provision (benefit) $ (50,805) $ 136,062 $ (72,747) $ 302,193 Deferred provision (benefit) (317,807) 205,493 (215,978) 897,794 --------- --------- --------- --------- Total (368,612) 341,555 (288,725) 1,199,987 Decrease in the valuation allowance (215,430) (609,114) --------- --------- --------- --------- Income tax expense (benefit) $(368,612) $ 126,125 $(288,725) $ 590,873 ========= ========= ========= ========= The primary differences between the statutory rate for federal income tax and the effective income tax rate are the utilization of research and development credits to reduce the income tax liability. At March 31, 2001, for U.S. Federal tax purposes, the Company has research and development credit carryforwards available to offset future income taxes of approximately $335,000 which will begin to expire in 2009. 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, 2001 and 2000, 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 $36,835 and $23,551 for the periods ended March 31, 2001 and 2000, respectively. The difference does not have a material effect on the earnings per share calculation for either period. * * * * * * -12-