UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 Commission File Number 0-29320 ALEXA VENTURES INC. (Subsequently changed to Eiger Technology, Inc. on November 26, 1999) (Exact name of Registrant as specified in its charter) British -Columbia (Jurisdiction of Incorporation or Organization) 818 Erie Street Stratford, Ontario N4Z 1A2 (address of principal executive office) Securities registered or to be registered pursuant to Section 12(b)of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares Without Par Value (Title of Class) Securities for which there is a reporting obligation pursuant to Section 45(d) Of the Act: None Indicate the number of outstanding shares of each of the issuer's classes or common stock at the close of the period covered by the annual report. 21,284,358 Common Shares Without Par Value Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_|No Indicate by check mark financial statement item the registrant has elected to follow: |_| Item 17 |X| Item 18 TABLE OF CONTENTS Page EXCHANGE RATE INFORMATION 3 PART I Item 1 - Description of Business 3 Item 2 - Description of Property 7 Item 3 - Legal Proceedings 8 Item 4 - Control of Registrant 8 Item 5 - Nature of Trading Market 8 Item 6 - Exchange Controls and Other Limitations Affecting Security Holders 10 Item 7 - Taxation 13 Item 8 - Selected Financial Data 13 Item 9 - Management Discussion and Analysis of Financial Condition and Results of Operations 15 Item 10 - Directors and Officers of Registrant 16 Item 11 - Compensation of Directors and Officers 18 Item 12 - Options to Purchase Securities form Registrants or Subsidiaries 19 Item 13 - Interest of Management in Certain Transactions 20 PART II Item 14 - Description of Securities 21 PART III Item 15 - Defaults Upon Senior Securities 21 Item 16 - Changes in Securities and Changes in Security for Registered Securities 21 PART IV Item 17 - Financial Statements 21 Item 18 - Financial Statements 21 Signatures 45 EXHIBIT RATE INFORMATION The Company's accounts are maintained in Canadian dollars. In this Registration Statement, all dollar amounts are expressed in Canadian dollars except where otherwise indicated. The following table sets forth, for the periods indicated, the high and low rates of exchange of Canadian dollars into United States dollars, the average of such exchange rates on the last day of each month during the periods, and the end of period rates. Such rates are shown as, or are derived from, the reciprocals of the noon buying rates in New York City for cable transfers payable in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York. - ------------------------------------------------------------------------------ Fiscal Year Ended September 30 - ------------------------------------------------------------------------------ 1999 1998 1997 1996 1995 --------------------------------------------------------------------------------- High 0.6913 0.7300 0.7513 0.7527 0.7468 Low 0.6362 0.6330 0.7145 0.7236 0.7023 Average 0.6637 0.6840 0.7300 0.7345 0.7272 Period End 0.6813 0.6540 0.7234 0.7342 0.7438 --------------------------------------------------------------------------------- On March 27, 2000 the exchange rate of Canadian dollars into United States, based upon the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York City, was Cdn. $1.00 equals U.S. $0.6849. PART I Item 1. Description of Business Eiger Technology Inc. ("Eiger" or the "Company") was originally incorporated a Alexa Ventures Inc. under the British Columbia Business Corporations Act by Articles of Incorporation dated September 8,1986. Eiger is a high technology manufacturing company whose business was established in 1983 and listed on the Vancouver Stock Exchange ("VSE") in 1991 through a reverse take-over. A listing on the The Toronto Stock Exchange followed in October of 1996 at which time the Company voluntarily de-listed from the VSE. On November 26, 1999, the Company changed its name to Eiger Technology, Inc. The Company's head office and principal place of business is located at 818 Erie Street, Stratford, ON, N4Z 1A2, Telephone No. (519) 273-0503, and Fax No. (519)273-1684. The operation at 818 Erie Street is presently based in a 55,000 sq.ft. manufacturing engineering and office facility - producing high quality products for the domestic and export market. The Company fiscal year end is September 30. Eiger has two principal subsidiaries which are each 64% owned; Eiger Labs Group, Inc. ("Eiger Labs") (a California corporation) and Point Multimedia Systems Inc. ("Point") (a South Korea corporation). Two non-core subsidiaries of Eiger are K-Tronik International Corp. ("K-Tronik") (a Nevada Corporation) and A.D.H. Custom Metal Fabricators Inc. ("ADH".) (an Ontario Corporation). Eiger owns 53% of K-Tronik and 100% of ADH. Eiger develops, manufactures and distributes 56k fax/modems, MP3 players and DSL modems to the OEM and consumer markets around the world. Related services offered by the Company include custom engineering, technical and applications support training and after- sales service. In addition to its Stratford head office, the Company maintains a marketing and distribution facility in California and Korea, two manufacturing facilities in Seoul, South Korea and has approximately 122 employees worldwide. History of Company and its Subsidiaries Alexa Ventures Inc. Incorporated September 8,1986 Jurisdiction of Incorporation - Province of British Columbia Initial Public Offering July 5, 1987 $160,000 for 400,000 shares to finance the costs of the public registration and working capital requirements Acquisition of Vision Unlimited April 3, 1991 Constituted a Reverse Take Over Incorporated August 25,1983 Jurisdiction of Incorporation - Province of Ontario Acquisition of ADH Custom September 30, 1992 Metal Fabricators Inc. Incorporated June 25,1987 Jurisdiction of Incorporation - Province of Ontario The Business of the Company Until 1999, the Company was primarily engaged in the energy efficient lighting business. Its core focus changed in 1999 with the purchase of 64% of Eiger Labs Group, Inc. and Point Multimedia Systems Inc. A history of the Company's acquisitions are as follows: 1) On April 29,1998, the Company purchased 53% of the common stock of K-Tronik, Inc., a Hackensack New Jersey-based distributor of electronic ballasts for fluorescent lights, a component that starts or fires up the florescent lamp. K-Tronik was acquired for $ 275,000 Canadian (about $ 187,000 U.S.) plus stock options for 250,000 shares plus performance-based stock options for additional 350,000 common shares. In addition to its U.S. distribution capabilities, K-Tronik also possesses a South Korean manufacturing facility. Subsequently its corporate name was changed to K-Tronik International Corporation to better reflect its international electronic ballast manufacturing and sales capabilities. More recently, Eiger's management has announced its intention to divest itself of the K-Tronik division so as to better focus it's corporate efforts upon the anticipated high growth sectors of computer peripheral and Internet related products. 2) Also during fiscal 1998, the Company consolidated two of its other Korean divisions. Energy Products, Inc. (a manufacturer of electronic ballasts) and Energy Products International Corp. (its Korean sales arm of energy saving products) were combined under the name Energy Products International Corp. This 57% owned subsidiary of K-Tronik will also be eliminated with the divestment of K- Tronik 3) On July 19,1999, Eiger Labs, Inc., having just signed a letter of intent to be acquired by the company, entered into an exclusive sales representative agreement with Samsung Telecommunications America, the Dallas -Texas, based subsidiary of Samsung Electronics Company. Under terms of the agreement, Eiger became exclusively authorized to represent Samsung ML-5050G and ML-5000A Laser Printers with Internet related marketing bundle programs to major retailers throughout the U.S. The marketing agreement with the U.S.-based subsidiary of Korea-based Samsung Group is expected to enhance Eiger's visibility and credibility in the U.S. electronics marketplace. Additionally, Eiger subsequently also entered into an important promotional alliance with Juno Online Services, Inc. that may well generate an excess of $100 million in revenues for the company over the next two to three years. 4) On September 16,1999, the Company completed its two most important acquisitions with respect to its future growth strategy. On that date it completed the acquisitions of 64% of Eiger Labs, Inc. and its manufacturing subsidiary, Point Multimedia Systems, Inc. The acquisitions were effected trough a combination of cash and stock with a value aggregating $ 3 million (U.S.) ($2 million cash plus one million common shares), with additional shares to be issued over the next five years contingent upon the companies achieving sales of $100 million (U.S.) and pre-tax profits of $4.5 million (U.S.). Based in Newark, California (Silicon Valley), Eiger Labs distributes a wide variety of PC card and desktop peripherals including a full range of storage, multimedia, connectivity and communications products such as MP3 players and ADSL modems. Based in South Korea, Point Multimedia is a manufacturer of fax modems, PNA (a persona network LAN card for a notebook or desktop computer), Ethernet, PCMCIA (short for Personal Computer Memory Card International Association PC cards for adding memory) products and MP3 players for both the South Korean and U.S. markets. Point manufactures electronic communication products for a number of OEM's and PC companies, as well as for Eiger in the U.S. Management believes that these acquisitions were important steps in its strategy of acquiring U.S. distribution with Korean electronic manufacturing capabilities. Management believes that the company will be able to achieve "substantial revenue growth and bottom line profitability" through controlled manufacturing and distribution. 5) On November 10,1999, Point Multimedia in turn acquired 51% of Top Electronics, Inc. of South Korea for $100,000 (U.S.). Top is considered to be a very sophisticated electronics products engineering firm, whose research and development efforts will complement those of Point Multimedia in the launching of it's next generation MP3 player technology. Top has also created what is believed to be a superior interface to computers from parallel port to Universal Serial Bus (USB) (the connection for outside peripheral devices such as mice, modems or keyboards), which can accelerate download speeds. Very importantly, Top's management team, which has maintained a close working relationship with Samsung Electro-Mechanic Co. of Korea, has elected to stay. Research & Development Research and development plays an integral role in the success of Eiger and its ability to maintain a competitive advantage over the market. In terms of product development and market role out, Eiger has an excellent edge over the competition as it currently conducts all research and development within its own facility. This enables the management to monitor both the timely progression of products compared to current technology and market demand as well as development and the cost effectiveness of the research. This greatly reduces overhead costs and timely delays that could result in entering a certain product into the market at a disadvantage. Eiger consists of highly trained professionals, most of whom have work experience in the field of computer technology and product development for large corporations such as Samsung and Garnet Systems; both leaders in their respective industries. This allows Eiger to rely solely on its management team to produce the latest in technology at the same time not compromising the financial integrity of the company with costly delays and product failures. Research expenditures are expensed in the year in which they are incurred. It is the company's policy to defer costs that relate to the development and design of new and modified products. These costs are amortized on a straight-line basis, over their expected future benefit, starting upon commencement of production. When a project is determined to be unsuccessful or abandoned, these costs are expensed at that time. During the last four fiscal years, Alexa has capitalized the following amounts to Deferred Development costs: Fiscal 1999 $ 0 Fiscal 1998 $ 0 Fiscal 1997 $ 0 Fiscal 1996 $ 0 Fiscal 1995 $ 13,343 Sales and Revenue Analysis During the last three fiscal years, sales and revenue, from the distribution of the Company's products, have had the following distribution amongst the various activities: Fiscal 1999 Fiscal 1998 Fiscal 1997 ----------- ----------- ----------- Sales 5,475,000 $17,938,000 Nil Computer Peripherals Electronic Ballasts 3,223,000 957,000 Nil Distributed in the U.S.A Lighting Fixtures & Reflectors Distributed in the U.S.A Distributed in Canada Nil Nil $ 11,000 945,000 $ 916,000 $ 755,000 Data Racks Distributed in the U.S.A Nil 168,000 50,000 Distributed in Canada 429,000 777,000 801,000 Fabricated Products Distributed in Canada 1,641,000 1,978,000 2,117,000 ----------- ----------- ----------- Total Sales $11,713,000 $22,734,000 $ 3,734,000 Item 2. Description of Property Industrial Facility The Company's industrial facility is 55,000 square feet of mixed office, manufacturing, and engineering space located in an industrial designated area in Stratford, Ontario. At the time of purchase in October 1994, Alexa renovated the building upgrading the electrical entrance, lighting fixtures, as well as the office and paint facility to meet its manufacturing standards. The factory capacity currently utilizes 40% with presently one work shift. This facility is situated on 31.8 acres of land of which 26 acres is available for development or resale. The land and property are subject to a first mortgage of $1,213,000. The factory is a light gauge fabrication facility that produces energy efficient fluorescent lighting fixtures and reflectors, electronic data racks and oversize custom enclosures for the electrical industry. Item 3. Legal Proceedings There are no material pending legal proceedings to which the Company is a party or of which any of its subsidiaries of properties are the subject. Item 4. Control of Registrant The control for the registrant is held by the following three shareholders: Title of Class Identity of Person or Group Amount Owned % of Class - ------------------------------------------------------------------------------------------ Common Gerry A. Racicot 3,191,176 15 124 Anderson St., Woodstock, ON N4S 1B5 Common Ernest Kolenda 2,099,676 10 358 Maple Ave., Georgetown, ON L7G 4S5 Common Hardstone Holdings 1,771,000 8 c/o Sid & Tena Harkema, RR #3, Orillia, ON L3V 6H3 Total Ownership of the Registrant by the above mentioned shareholders is 33% The Company is not directly or indirectly owned or controlled by another corporation(s) or by any foreign government. The total amount of common shares held by officers and directors as a group are 8,480,352 common shares. Item 5. Nature of Trading Market The common shares of the Company were listed for trading on the Toronto Stock Exchange (the "TSE") on October 11, 1996 and, previous to this, on the Vancouver Stock Exchange (the "VSE") on April 3, 1991 under the symbol "AXA". The following summarizes the high and low prices and the combined trading volume of the Company's common shares on the TSE and VSE for the periods indicated: - ------------------------------------------------------------------------------------------------------------ Calendar Period High (Cdn$) Low (Cdn$) Volume - ------------------------------------------------------------------------------------------------------------ Quarter Ended September 30, 1999 1.73 1.12 5,739,885 June 30, 1999 1.59 0.35 4,228,266 March 31, 1999 0.53 0.22 138,150 December 31,1998 0.65 0.41 113,820 September 30, 1998 0.69 0.45 216,500 June 30, 1998 0.95 0.45 739,723 March 31, 1998 0.55 0.25 259,363 December 31,1997 0.75 0.45 290,571 September 30, 1997 0.65 0.40 353,000 June 30, 1997 0.75 0.45 396,600 March 31, 1997 0.65 0.50 209,300 December 31,1996 0.90 0.55 359,400 September 30, 1996 0.90 0.42 514,648 June 30, 1996 0.76 0.52 490,945 March 31, 1996 0.84 0.65 615,716 Year Ended December 31, 1995 0.92 0.32 2,853,162 - ------------------------------------------------------------------------------------------------------------ Prior to October 11, 1996, all trades were cleared through the VSE and subsequent to that date all trades were cleared on the TSE. At September 30, 1999, there is no active trading of the common shares in the United States. The following table indicates the approximate number of record holders of common shares with United States Addresses and the portion and percentage of common shares so held in the United States. On such date, 21,284,358 common shares were outstanding. - ---------------------------------------------------------------------------------------------------------------------- Total Number Number of U.S. Holders Number of Common Shares Percentage of Common of Holders Held in the U.S. Shares Held in the U.S. - ---------------------------------------------------------------------------------------------------------------------- 37 10 1,345,161 15.82% - ---------------------------------------------------------------------------------------------------------------------- The computation of the number and percentage of common shares held in the United States is based upon the number of common shares held by record holders with United States addresses and by trusts, estates or accounts with United States addresses as disclosed to the Company following inquiry to all record holders known to the trustees, executors, guardians, custodians, or the fiduciaries holding common shares for one or more trusts, estates or accounts. United States residents may beneficially own common shares held of record by non-United States residents. A substantial number of common shares are held in "Street name" by trustees, executors, guardians, custodians or other fiduciaries, including depositories, brokerage firms, and financial institutions. One brokerage house in the U.S. has holdings of 1,920,515 common shares. Management is unable to determine the total number of individual shareholders that this represents. Volatility of Common Share Price The market price of the common shares of Alexa Ventures Inc. have historically not been highly volatile with a trading range between $0.32 (Cdn.) and $10.30 (Cdn.) during the last five years. In the opinion of management, since 1991, the increase in the stock price is a direct result of the Company's acquisition of 64% of Eiger Labs Group, Inc. and 64% of Point Multimedia Systems, Inc. Volumes increased when the acquisition was made Item 6. Exchange Controls and Other Limitations Affecting Security Holders Canada has no system of currency exchange controls. There are no exchange restrictions on borrowing from foreign countries nor on the remittance of dividends, interest, royalties, and similar payments, management fees, loan repayments, settlements of trade debts or the repatriation of capital. The Investment Canada Act (the "ICA"), enacted on June 20, 1985, requires prior notification to the Government of Canada on the "acquisition of control" of Canadian businesses by non-Canadian, as defined by the ICA. Certain acquisitions of control, discussed below, are reviewed by the Government of Canada. The term "acquisition of control" is defined as any or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business. The acquisition of the majority of the outstanding shares is deemed to be an "acquisition of control" of a corporation. The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an "acquisition of control" of a corporation unless it can be established that the purchaser will not control the corporation. Investments requiring notification and review are all direct acquisitions of Canadian business with assets of Cdn. $5,000,000 or more (subject to the comments below on WTO investors) and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than Cdn. $50,000,000 or with assets of between $5,000,000 and Cdn. $50,000,000 which represent more than 50% of the value of the total international transactions. In addition, specific acquisitions or new business in designated types of business activities related to Canada's cultural heritage or national identity could be reviewed if the government of Canada considers that it is in the public interest to do so. The ICA was amended with the implementation of the agreement establishing the World Trade Organization ("WTO") to provide for special review of thresholds for "WTO investors", as defined in the ICA. "WTO investors" generally means: (a) an individual, other than a Canadian, who is a member of a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member. (b) governments of WTO members; and (c) entities that are not Canadian controlled, but which are WTO investor controlled as determined by the rules specified in the ICA. The special review thresholds for WTO investors do not apply, and general rules described above do not apply, to the acquisition of control of certain types of businesses specified in the ICA, including business that is a "cultural business". If the WTO investor rules apply, an investment in the shares of the Company by whom or from a WTO investor will be reviewable only if it is an investment to acquire control of the Company and the value of the assets of the Company is equal to or greater than a specified amount (the "WTO Review Threshold"). The WTO Review Threshold is adjusted annually by formula relating to increases in the nominal gross domestic product of Canada. The 1996 WTO Review Threshold is Cdn. $168,000,000. If any non-Canadian, whether or not a WTO investor, acquires control of the Company by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment. A non-Canadian, or not a WTO investor, is required to provide a notice to the government on the establishment of a new Canadian business. If the business of the Company is then a prescribed type of business activity related to Canada's cultural heritage or national identity, and if the Canadian government considers it in the public interest to do so, then the Canadian government may give a notice in writing within 21 days requiring the investment to be reviewed. For non-Canadian (other than WTO investors), and indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls the Company, is reviewable if the value of the assets of the Company is then Cdn. $50,000,000 or more. If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor. Special rules specified in the ICA apply if the assets of the Company is more than 50% of the value of the assets of the entity so acquired. By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly control the Company, and the value of the assets of the company and all other entities carrying on business in Canada, calculated in the manner provided by the ICA and the regulations under the ICA, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Company forms a part, then the threshold for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold of CDN. $5,000,000 for non-Canadian other than a WTO investor. If the value exceeds that level the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of shares by the Company. If an investment is renewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the ICA (the "Director") prior to the investment taking place and the investment may not be consummated until the review has been completed. There are, however, certain exceptions. Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review. In addition, the Minister (a person designated as such under the ICA) may permit an investment to be consummated prior to completion of the review, if he is satisfied that the delay would cause undue hardship to the acquirer or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with many other information or written undertakings given by the acquirer and any representation submitted to the Director by a province that is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant. Some of the factors to be considered are: (a) the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada; (b) the effect of the investment on exports from Canada; (c) the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part; (d) the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada; (e) the effect of the investment on competition within any industry or industries in Canada; (f) the compatibility of the investment with national, industrial, economic, and cultural policies; (g) the compatibility of the investment with national, industrial, economic, and cultural policies taking into consideration industrial, economic, and cultural objectives enunciated by the government of legislature of any province likely to be significantly affected by the investment; and (h) the contribution of the investment to Canada's ability to compete in world markets. To ensure prompt review, the ICA set certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, the minister must notify the acquirer that he is satisfied that the investment is likely to be of net benefit to Canada, or that he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquirer agrees to longer period), or he is not satisfied that the investment is likely to be of net benefit to Canada. Where the Minister has advised the acquirer that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquirer has the right to make representations and submit undertakings within 30 day of the date of notice (or any period that is agreed upon between the acquire and the Minister). On the expiration of the 30 day period (or the agreed upon extension), the Minister must quickly notify the acquire that he is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the acquirer my not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business. The ICA provides civil remedies for non-compliance with any provision. There are also criminal penalties for breach of confidentiality or providing false information. Except as provided in the ICA, there are no limitations under the laws of Canada, the Province of British Columbia, or in any constituent documents of the Company on the right of non-Canadians to hold or vote the common shares of the Company. Item 7. Taxation A brief description of certain provisions of the tax treaty between Canada and the United Sates is included below, together with a brief outline of certain taxes, including withholding provisions to which United States security holders are subject under existing laws and regulations of Canada and the United States. The consequences, if any, of state and local taxes are not considered. The following information is general, and is not intended to be relied upon with respect to any particular transaction or circumstances. Canadian federal tax legislation requires a 25% withholding from any dividend paid or deemed to be paid to the Company's non-resident shareholders. However, shareholders resident in the United Sates would generally have this rate reduced to 15% pursuant to the tax treaty between Canada and the United States. The amount of stock dividends paid to non-residents of Canada would be subject to withholding tax at the same rate as cash dividends. The amount of stock dividends (for tax purposes) would generally be equal to the amount by which the paid up capital of the Company had decreased by reason of the payment of such dividend. The Company will furnish additional tax information to shareholders in the event of such dividend. Interest paid or deemed to be paid on the Company's debt securities held by non-Canadian residents may also be subject to withholding tax, depending upon the terms and provisions of such securities any applicable tax treaty. Gains derived from a disposition of shares of the Company by a non-resident shareholder will be subject to tax in Canada only if not less than 25% of any class of shares of the Company were owned by the non-resident shareholder and/or persons with whom the non-resident did not deal at arm's length at any time during the five year period immediately preceding the dispositions. In such cases, gains derived by a U.S. shareholder from a disposition of shares of the Company would likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty. Item 8. Selected Financial Data The table in this section sets forth selected consolidated financial data. Such data, for and as of the end of the five previous fiscal periods, is derived from the consolidated financial statements of the Company. The selected financial data is expressed in Canadian dollars. It should be noted that during 1995 fiscal year the financing of the Stratford facility took place resulting in an increase in long term debt of $1,011,000, and increase in assets of $992,000 and an increase in working capital of $196,000. During 1999 fiscal year the Company acquired 64% of Eiger Labs Group Inc. and 64% of Point Multimedia Systems, Inc., resulting in an increase in assets and liabilities. The selected financial data should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes contained elsewhere in the Registration Statement. The Consolidated Financial Statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in Canada ("Canadian GAAP"). These principles, as applied to the Company, do not differ materially from those generally accepted in the united States ("U.S. GAAP"), other than as set out in Note 15 to the Consolidated Financial Statements of the Company. The Company's last fiscal period was September 30th of the previous year. The following is a summary of certain selected financial information for the Company's most recently completed fiscal period and for the four preceding fiscal periods of the Company. The figures below are presented in accordance with Canadian GAAP. All fiscal periods are for the full year. - ------------------------------------------------------------------------------------------------------------------------------------ Fiscal periods ended 1999 1998 1997 1996 1995 - ------------------------------------ --------------- --------------- --------------- ---------------- --------------- Working Capital $ $ $ 903,000 $ 554,000 5,764,000 $ 1,169,000 $ 1,228,000 Revenues: 11,713,000 22,734,000 3,734,000 4,278,000 4,611,000 Net Incomes (loss) (160,000) 84,000 138,000 274,000 301,000 Earnings (loss) per .00 .01 0.1 0.02 0.02 share: Total assets: 16,523,000 9,221,000 5,385,000 5,172,000 5,095,000 Long term debt: 1,111,000 1,477,000 1,326,000 848,000 1,011,000 Total liabilities 6,040,000 5,689,000 2,760,000 2,654,000 2,878,000 Share capital: 9,103,000 2,176,000 2,176,000 2,176,000 2,175,000 Retained Earnings (401,000) 247,000 163,000 25,000 (249,000) (deficit) : - ------------------------------------------------------------------------------------------------------------------------------------ Reconciliation to U.S. GAAP Fiscal periods ended 1999 1998 1997 1996 1995 - -------------------------------------- --------------- --------------- --------------- --------------- --------------- Net Income - Cdn. GAAP (160,000) $ 84,000 $ 138,000 $ 274,000 $ 310,000 Development Costs Nil Nil Nil Nil (14,000) Capitalized Amort. of Development Nil Nil 24,000 61,000 58,000 Costs Negotiated Reduction of Debt Nil 424,000 Nil Nil Nil Computer Equipment Nil Nil Nil (9,000) (5,000) Deferred Tax Adj. Nil Nil (11,000) (17,000) (11,000) --------------- --------------- --------------- --------------- --------------- Net Income - U.S. GAAP (160,000) 508,000 151,000 312,000 325,000 Retained Earnings (Deficit) Closing balance - Cdn (401,000) 247,000 163,000 25,000 (249,000) GAAP Negotiated Reduction of Debt nil 424,000 nil nil nil Adj. re: Development Costs nil nil nil (24,000) (85,000) Adj. re: Depreciation (18,000) (30,000) (30,000) (30,000) (24,000) Expense Deferred Tax Adjustment 12,000 12,000 15,000 32,000 Closing balance - U.S. (419,000) 653,000 145,000 (14,000) (326,000) GAAP Total Assets per Cdn. 16,523,000 9,221,000 5,385,000 5,172,000 5,095,000 GAAP Adj. Development Costs nil nil nil (24,000) (85,000) Adj. Depreciation expense (30,000) (30,000) (30,000) (24,000) Deferred Tax Adjustment (18,000) 12,000 12,000 15,000 32,000 Total Assets per US GAAP 16,505,000 9,203,000 5,367,000 5,133,000 5,018,000 Dividend Policy The Company has not paid dividends on the common shares in any of its last five fiscal years. The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Company's financial position at the relevant time. All of the common shares of the Company are entitled to an equal share in any dividends declared and paid. Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity Since 1993, Alexa has stabilized its current ratio from 1.38 on September 30, 1994 to 2.17 on September 30, 1999. The Company's long term debt has also increased from $1,011,000 on September 30, 1995 to $1,111,000 on September 30, 1999. The Company's debt to equity ratio has increased from 0.69 on September 30, 1994 to 1.35 on September 30, 1999. This increase was due to the purchase of the manufacturing facilities in Stratford, Ontario and the subsequent refinancing of long term debt, as well as the computer peripheral division of Lexatec Inc. having high balances of Accounts Receivable and Accounts Payable. Alexa's internal and external sources of liquidity includes unused portion of operating line of credit, refinancing of property and building, possible sale lease back of equipment and an equity issue of share capital. On August 12,1997, Alexa refinanced its building, increasing its mortgage on the property and land from $513,000 to $1,300,000. As well, the operating line was increased from $1,250,000 to $1,750,000. Alexa has no immediate or intermediate plans to refinance its equipment through a sale leaseback, refinance property and building or raise capital through an equity issue. The Company does not foresee any known demands, commitments, events or uncertainties that will result in a significant change in the registrant's liquidity in the near term. Capital Resources The Company does not have any material commitments for capital expenditures as of the end of the last fiscal period or at any subsequent interim period. The Company does not foresee any material change in the mix between equity, debt, of off balance sheet financing arrangements. The Company expects to arrange financing prior to any future acquisitions, of which, none is currently committed or in the negotiation phase. Results of Operations During the year, Sales and Net Income have decreased from $22,734,000 and $508,000 to $11,713,000 and ($160,000), respectively as a result of the Company's restructuring. The cash flow from operations have decreased from $274,000 to ($3,481,000) as a result of the purchase of Eiger Labs Group, Inc. and Point Multimedia Systems, Inc. The Company's investing activities remain high in 1999 amounting to $1,473,000 versus $1,034,000 in 1998 as a result of actively pursuing corporate acquisition targets. Financing activities increased from $174,000 to $5,669,000 as a result of the issuance of share capital. Effects of Inflation In the Company's view, at no time during any of the last five fiscal years have inflation or changing prices had a material impact on the Company's sales, earnings or losses from operations, or net income. U.S. Generally Accepted Accounting Principles U.S. GAAP principles do not differ materially from Canadian GAAP principles, as applied to the Company, other than as set forth in Note 15 to the Audited Consolidated Financial Statements of the Company. Item 10. Directors and Officer of Registrant The directors of the Company are elected by the shareholders at each Annual General Meeting and typically hold office until the next Annual General Meeting at which time they may re-elect or be replaced. The articles of the Company permit the directors to appoint directors to fill any casual vacancies that may occur on the board. The articles of the Company also permit the directors to add additional directors of the board between successive Annual General Meeting so long as the number appointed does not exceed more than one third of the number of directors appointed at the last Annual General Meeting. Individuals appointed as directors to fill casual vacancies on the board or added a s additional directors hold office like any other director until the next Annual General Meeting at which time they may be re-elected or replaced. Other than receiving stock options from time to time, the directors of the Company are not compensated for serving as directors (see "options to Purchase Securities from Registrant or Subsidiaries - Stock Options"). The following is a list of the current directors and senior officers of the Company, their municipalities of residence, their current position with the Company and their principal occupations: Name Address Office Held Number of shares of each class of the applicant beneficially owned - ------------------------------------------------------------------------------------------------------------------------------------ Ernest A. Kolenda 358 Maple Ave. Secretary & 2,099,676 Georgetown, ON Director L7G 4S5 Director since March 28, 1991. Earnest Kolenda has extensive experience in sales, communication and administration through the marketing of products and services in industrial, manufacturing, building and retail Industries (K10 Enterprise Inc. family owned security mirror business). Ernest formed Vision Unlimited Equipment Inc., in 1982 to market MorVue fluorescent reflectors and provide research for further development of the product line. Gerry A. Racicot 124 Anderson St. President, C.E.O., 3,191,176 Woodstock, ON & Director N4V 1B5 Director Since August 21, 1992. Gerry Racicot has a long career in administration, management, and self employment. The majority of these years were spent as an Investment Account Executive at a major Canadian brokerage house (Burns Fry), import/export wholesale distribution (coast to coast distribution) and retail business (Red Mountain Holdings Inc. - Stedmans). Walter A. Keyser 56 Clarendon Ave. Director 167,500 Toronto, ON M4V 1J1 Director since February 23,1996. Walter Keyser is a principal of W.A. Keyser Associates and a director of AGF Management Inc., the management arm of the AGF group of mutual funds. Walter is also very involved in project financing for real estate, as well as founding Canada's first real estate mutual fund in the mid 1970's. Sydney S. Harkema R.R. # 3 Director 1,771,000 Orillia, ON L3V 6H3 Director since August 21, 1992. Sydney Harkema founded and built one of Canada's largest privately owned transport and express companies (Harkema Trucking Group). He served as President and Chairman of the Board for 27 years. He has since sold the entire trucking operation, cartage equipment and all 18 terminals located throughout the country and has devoted his time to public service organizations (principally as Chairman of the Huntley St. Group of Ministries). Keith Attoe 23 Prince George C.F.O. & Director 1,251,000 Islington, ON M9A 1X9 Director since February 23, 1996. Keith Attoe is a Chartered Accountant Practicing in the City of Toronto for the previous 11 years. Keith's expertise extends to corporate financing, project financing, portfolio management, US/CDA tax planning, investment strategy and treasury management. Keith's clients have included CN, Deloitte Touche and the Mondev group of companies, a major real estate developer in Montreal. Robert Hoegler Suite 604 Director nil 7040 Granville Ave. Richmond, B.C. V6Y 3W5 Director since February 23, 1996. Robert Hoegler is an independent businessman residing in Vancouver, B.C.. Robert's operates a successful public relations firm in the junior industrial sector group of companies under his own name. Morden Lazarus 54 Merton Rd. Director nil Hampstead, PQ H3X 1L9 Director since June 1999. Morden Lazarus has been legal consul for many years to a number of professional athletes and entertainment personalities, as well as several Canadian producers and entertainment corporate entities. There are no arrangements of understandings between any of the officers of directors of the Company as to their election or employment, and no family relationships. Item 11. Compensation of Directors and Officers Gerry A. Racicot, Ernest A. Kolenda and Keith Attoe (President, Secretary, and C.F.O. respectively of the Company and all are Directors) are paid an annual aggregate remuneration of $219,000. There was no difference between the fair value of the stock on the date of the grant of the options and the exercise price of the options for any options issued to officers or directors. There are no other arrangements in addition to or in lieu of any standard arrangement under which Directors of the Company were compensated by the Company during the most recently completed financial year for their services in the capacity as Directors of the Company. No options were exercised during the Company's most recently completed financial year by any named Executive Officers. No plan exists, and no amount has been set aside or accrued by the Company or nay of its subsidiaries, to provide pension, retirement or similar benefits for directors and officers of the Company, or any of its subsidiaries. Item 12. Options to purchase Securities from Registrant of Subsidiaries Number of common shares Purpose of Description authorized for issuance as at Authorization date of application @ strike price - ------------------------------------------------------------------------------------------------------------------------------------ 50,000 common shares Stock Option By agreement dated September 17, 1996, @ $0.85 per share James Edward Lalonde was Granted Options to purchased 50,000 shares, exercisable until April 17, 1999 50,000 common shares Stock Option By agreement dated September 15, 1995 @ $0.60 per share Keith Attoe was granted an option to purchase 50,000 shares exercisable until September 8, 2000 100,000 common shares Stock Option By agreement dated November 13, 1995, Keith @ $0.90 per share Attoe was granted an option to purchase 100,000 shares exercisable until November 11,2000 50,000 common shares Stock Option By agreement dated October 3, 1995, Walter @ $0.70 per share Keyser was granted an option to purchase 50,000 shares exercisable until September 30, 2000 15,000 common shares Stock Option By agreement date November 7, 1995, Beverly @ $0.85 per share Boorsma was granted an option to purchase 15,000 shares exercisable until November 7, 2000 50,000 common shares Stock Option By agreement dated April 18, 1997, Ken @ $0.55 per share Rampersad was granted an option to purchase 50,000 shares exercisable until May 1, 2000 100,000 common shares Stock Option By agreement dated April 18,1997, Keith @ $0.85 per share Attoe was granted an option to purchase 100,000 shares exercisable until April 17, 2000 10,000 common shares Stock Option By agreement dated December 13, 1996, Paul @ $0.75 per share Bates was granted an option to purchase 10,000 shares exercisable until December 13,1998 100,000 common shares Stock Option By agreement dated April 18, 1997, Walter @ $0.85 per share A. Keyser was granted an option to purchase 100,000 shares exercisable until April 17, 2000 50,000 common shares Stock Option By agreement dated April 17, 1997, Ken @ $0.85 per share Rampersad was granted an option to purchase 50,000 shares exercisable until 30,000 common shares Stock Option By agreement dated April 17, 1997, Dingeman @ $0.85 per share Kleppe was granted an option to purchase 30,000 shares exercisable until April 17, 2000 200,000 common shares Stock Option By agreement dated April 2, 1998, Robert Kim @ $0.60 per share was granted an option to purchase 200,000 shares exercisable until April 17, 2000. 50,000 common shares Stock Option By agreement dated April 2, 1998, Steve Kim @ $0.60 per share was granted an option to purchase 50,000 shares exercisable until April 17, 2000. 50,000 common shares Stock Option By agreement dated August 6, 1998, Philip @ $0.80 per share Cassis was granted an option to purchase 50,000 shares exercisable until April 17, 2000. 25,000 common shares Stock Option By agreement dated June 25, 1998, Cheon @ $0.80 per share Hong Kim was granted an option to purchase 25,000 shares exercisable until April 17, 2000. 25,000 common shares Stock Option By agreement dated May 6, 1998, Robert @ $0.75 Hoegler was granted an option to purchase 25,000 shares exercisable until April 17, 2000. The Company has granted stock options officers and directors for a total of 905,000 common shares. 21,284,358 common shares Shares reserved pursuant under the Stock Plan for which options have not been granted. Item 13. Interest of Management in Certain Transactions No director, executive officer nor any of their associates or affiliates is or as had an interest in material transactions of the Company. Item 14. Description of Securities Not Applicable Item 15. Defaults Upon Senior Securities Not Applicable Item 16. Changes in Securities and Changes in Security for Registered Securities Not Applicable PART IV Item 17. Financial Statements Not Applicable Item 18. Financial Statements and Exhibits Financial Statements The following financial statements are attached to and form part of the Registration Statement: Management Review Auditors Report Audited Consolidated Financial Statements of the Company For the year ended September 30,1999 Signatures EIGER TECHNOLOGY, INC. CONSOLIDATED FINANCIAL STATEMENTS September 30th 1999 EIGER TECHNOLOGY, INC. INDEX September 30th 1999 Auditor's Report Consolidated Financial Statements Balance Sheet Statement of Operations and Retained Earnings Statement of Changes in Financial Position Notes to Financial Statements MANAGEMENT REVIEW 1999 (year ending September 30) was a very exciting year for Alexa Ventures Inc., Shareholders. The past two years have been a transition period for "Alexa". During this period, the company has positioned itself for solid, profitable, long-term growth in the development and sale of computer peripheral and internet related products. Continuing it's growth through acquisition strategy Alexa purchased 64% of Eiger Labs Group, Inc., a California distribution company and it's sister company Point Multimedia Systems, Inc., a high technology leading edge Korean manufacturer and designer of MP3 players, modems and DSL modem technology. Indirectly through Point Multimedia, a controlling interest was purchased in a highly recognized design, research and development company, Top Electronics, Inc. Completing a prospectus offering of 5 million units (1 share @ 1.00 with 1 warrant @ 1.10) allowed, Alexa to obtain the working capital required to increase its revenue and continue its internal growth strategy. In 1999 Alexa Ventures Inc. changed its name to Eiger Technology, Inc. to correspond with its latest acquisitions and corporate direction. The Eiger/Point manufacturing facility produces fax/modems, MP3 and DSL modems for demanding technologically advance customers on a cost effective basis. The MP3 player, Eigerman 2000, presented at the Consumer Electronic show in Las Vegas was well received and is being delivered in April, 2000. This second generation, fully featured machine includes increased memory, voice dictation, USB port connection and a bookmark function. The Sales decrease of $11,021,000 reflect the closure of Lexatec VR Systems, Inc. while it is being reorganized and refocused. The net loss of $160,000 vis a vis a profit of $508,000 in 1998 was due to the high cost of acquisitions and financing performed in fiscal 1999. The accounts receivable increase from 2,093,000 to $5,227,000 in 1999 represent the accounts receivable of Point Multimedia Systems, Inc. that were consolidated at year-end with one months operation included in the statement of operations and retained earnings. Subsequent to year-end, the first quarter results of Dec.99, 18.6 million vis a vis 2.5 million 1998 up 658% and net pre tax profit of 620,000 vis a vis (91,000) up 781% is indicative of what we expect our growth to be in the year 2000 and beyond. EIGER TECHNOLOGY, INC. G.A. Racicot K. Attoe, C.A. Chief Executive Officer Chief Financial Officer Statement 1 ALEXA VENTURES INC. (now Eiger Technology, Inc.) CONSOLIDATED BALANCE SHEET for the year ended September 30th 1999 ASSETS 1999 1998 ---- ---- $ $ Current: Cash 1,173,000 146,000 Accounts Receivable 5,227,000 2,093,000 Inventory 4,006,000 2,969,000 Prepaid Expenses 269,000 43,000 Due from Related Parties (Note 2) 18,000 130,000 ----------------- ----------------- 10,693,000 5,381,000 Long-term Investments (Note 3) 342,000 342,000 Capital (Note 4) 2,056,000 2,114,000 Other (Note 5) 3,432,000 1,384,000 ----------------- ----------------- 16,523,000 9,221,000 ================= ================= LIABILITIES and SHAREHOLDERS' EQUITY Current: Bank Indebtedness (Note 6) 1,760,000 1,448,000 Accounts Payable and Accrued Liabilities 2,795,000 2,362,000 Income Taxes Payable 237,000 72,000 Current Portion of Long-term Debt (Note 7) 100,000 227,000 Current Portion of Capital Lease Obligation (Note 8) 37,000 103,000 ----------------- ----------------- 4,929,000 4,212,000 ----------------- ----------------- Long-term: Long-term Debt (Note 7) 1,111,000 1,460,000 Obligation under Capital Lease (Note 8) 0 17,000 ----------------- ----------------- 1,111,000 1,477,000 ----------------- ----------------- Future Income Taxes (Note 9) 175,000 176,000 ----------------- ----------------- Non-controlling Interest 1,389,000 292,000 ----------------- ----------------- Shareholders' Equity: Share Capital (Note 10) 9,103,000 2,176,000 Contributed Surplus 217,000 217,000 Retained Earnings ( Note 11), (Statement 2) -401,000 671,000 ----------------- ----------------- 8,919,000 3,064,000 ----------------- ----------------- 16,523,000 9,221,000 ================= ================= On Behalf of the Board: signed Gerry Racicot Director signed Keith Attoe Director (SEE ACCOMPANYING NOTES) Statement 2 ALEXA VENTURES INC. (now Eiger Technology, Inc.) CONSOLIDATED STATEMENT of OPERATIONS and RETAINED EARNINGS for the year ended September 30th 1999 1999 1998 ---- ---- $ $ Sales 11,713,000 22,734,000 Cost of Sales 9,019,000 19,442,000 ----------------- ----------------- Gross Margin 2,694,000 3,292,000 ----------------- ----------------- Expenses: Operations and Administration 1,998,000 2,058,000 Amortization of Capital Assets 205,000 191,000 Amortization of Goodwill and Other 222,000 51,000 Interest on Long-term Debt 111,000 109,000 Other Interest and Bank Charges 233,000 108,000 Management Fees Paid by Subsidiaries 121,000 ----------------- ----------------- 2,769,000 2,638,000 ----------------- ----------------- Income (Loss) before Provision for Income Taxes -75,000 654,000 ----------------- ----------------- Provision for Income Taxes: (Note 12) Current 33,000 71,000 Deferred 0 34,000 ----------------- ----------------- 33,000 105,000 ----------------- ----------------- Income (Loss) before Non-controlling Interest -108,000 549,000 Non-controlling Interest 52,000 41,000 ----------------- ----------------- Net Income (Loss) for the Year -160,000 508,000 Costs Related to Issuance of Share Capital -912,000 -- Retained Earnings - Beginning of Year (Note 11) 671,000 163,000 ----------------- ----------------- Retained Earnings - End of Year (Statement 1) -401,000 671,000 ================= ================= Earnings per Share: Basic .00 .01 ================= ================= Fully Diluted .00 .00 ================= ================= (SEE ACCOMPANYING NOTES) Statement 3 ALEXA VENTURES INC. (now Eiger Technology, Inc.) CONSOLIDATED STATEMENT of CHANGES in CASH POSITION for the year ended September 30th 1999 1999 1998 ---- ---- $ $ Cash Provided by (Used In) Operating Activities: Net Income (Loss) for the Year -160,000 508,000 Items not Involving Cash: Amortization 427,000 242,000 Future Income Taxes -- 34,000 Changes in Non-cash Working Capital Balances: Accounts Receivable -3,134,000 -1,319,000 Inventory -1,037,000 -1,126,000 Prepaid Expenses -226,000 -18,000 Accounts Payable and Accrued Liabilities 433,000 1,886,000 Income Taxes Payable 165,000 27,000 Future Income Taxes -1,000 -1,000 Non-controlling Interest 52,000 41,000 ----------------- ----------------- -3,481,000 274,000 ----------------- ----------------- Investing Activities: Purchase of Capital Assets -147,000 -303,000 Long-term Investments -- -150,000 Purchase of Other Assets -1,326,000 -581,000 ----------------- ----------------- -1,473,000 -1,034,000 ----------------- ----------------- Financing Activities: Increase (Decrease) in Long-term Debt -476,000 394,000 Advances from (Repayments to) Related Parties 112,000 -112,000 Increase (Decrease) in Capital Lease Obligation -83,000 -108,000 Contributed Surplus -- -- Issuance of Share Capital 6,116,000 -- ----------------- ----------------- 5,669,000 174,000 ----------------- ----------------- Increase (Decrease) in Cash during the Year 715,000 -586,000 Cash Position - Beginning of the Year -1,302,000 -716,000 ----------------- ----------------- Cash Position - End of the Year -587,000 -1,302,000 ================= ================= Analysis of Cash Position: Cash 1,173,000 146,000 Bank Indebtedness -1,760,000 -1,448,000 ----------------- ----------------- -587,000 -1,302,000 ================= ================= ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 1. Significant Accounting Policies: (a) Nature of Business: The company is incorporated under the laws of British Columbia and is engaged in the manufacture and/or distribution of, computer peripherals, electronic ballasts, and custom fabricated metal products. (b) Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Alexa Ventures Inc.(now Eiger Technology, Inc.) and all of its subsidiary companies listed in Note 2. All significant intercompany transactions and balances have been eliminated upon consolidation. (c) Inventory: Inventory is valued at the lower of cost and net realizable value determined on a first-in, first-out basis. (d) Capital Assets: Capital assets are recorded at cost. Amortization is calculated on the declining-balance basis at the following annual rates: Building - 4% Machinery and Equipment - 5-10% Automotive Equipment - 30% Computer Hardware - 20% Computer Software - 20% Leasehold Improvements - 10% straight line basis (e) Income Taxes: Income taxes are provided for using the taxes payable method of tax deferral which relates the tax provision to the accounting income for the year based on the tax rates expected to be in effect at the time of realization. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 1. Significant Accounting Policies: (Continued) -------------------------------- (f) Issuance of Share Capital: Costs of issuance of share capital has been charged to retained earnings. (g) Long-term Investments: The company's 50% equity in 1034005 Ontario Limited is accounted for at cost as active operations have not yet commenced. The company's portfolio interest in Uniqrypt Technologies Inc. is accounted for at cost. The company's 33% interest in Cognitive Finance Inc. is accounted for at cost as the company is closely held and Alexa Ventures Inc. does not have significant influence. (h) Other Assets: Goodwill is amortized on a straight-line basis over 10 years (40 years for acquisitions prior to 1997). Product development costs are written down to expected realizable value, and will be amortized when production commences. Deferred organization, finance, and regulatory approval costs are amortized over 2 to 5 years. The initial listing fee for the Toronto Stock Exchange is recorded at cost and is being amortized over 10 years on a straight-line basis. Franchise and manufacturing rights will be amortized on a straight-line basis over ten years once active manufacturing and franchising operations commence. (i) Revenue Recognition: Sales are recorded upon shipment to customers. Fees are recognized as services are rendered. (j) Consolidated Statement of Changes in Cash Position: This financial statement complies with International Accounting Standard No. 7. (k) Change in Accounting Policy: The company has changed its accounting policy with respect to negotiated reductions to loans payable. Such amounts are now recognized as income rather than treated as additions to contributed capital. The revised accounting policy is in accordance with the requirements of U.S. GAAP and is permissible under Canadian GAAP. Retroactive effect of this change in accounting policy has been given to the negotiated loan reduction of $424,000 realized in 1998. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 2. Related Party Transactions: -------------------------- Alexa Ventures Inc. is related to the following corporations: Name of Corporation Nature of Relationship Vision Unlimited Equipment Inc. 100% Subsidiary A.D.H. Custom Metal Fabricators Inc. 100% Subsidiary of Vision Unlimited Equipment Inc. Alexa Properties Inc. 100% Subsidiary Applied Lighting Technology Inc. 75% Subsidiary Energy Products International Inc. 75% Subsidiary International Ballast Corp. 100% Subsidiary K-Tronik Int'l Corp. 53% Subsidiary Lexatec VR Systems Inc. 60% Subsidiary EPI International Corp. 75.5% owned through K-Tronik Int'l Corp. and the company Alexa Korea Holdings, Inc. 100% Subsidiary Point Multimedia Systems, Inc. 64% Subsidiary of Alexa Korea Holdings, Inc. Alexa (U.S.A.), Inc. 100% Subsidiary Eiger Labs Group, Inc. 64% Subsidiary of Alexa (U.S.A.), Inc. All transactions within the corporate group are in the normal course of business, are transacted at fair market value, are recorded at the carrying value at the time, and are eliminated upon consolidation. Intercompany balances at the financial statement date are also eliminated upon consolidation. Service fees paid to corporations owned by four Alexa Ventures Inc. ( now Eiger Technology, Inc.) management personnel during the period totalled $208,300 (1998: $159,500). The balance receivable from related parties at yearend is comprised of advances to Richfield Black SA, a presently inactive joint venture, which bear no interest and have no specific terms of repayment. The 1998 balance included loans to officers of Lexatec VR Systems Inc. of $112,000, repayable within one year without interest. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 3. Long-term Investments: --------------------- 1999 1998 ---- ---- $ $ Investment in 1 of 2 outstanding common shares and 175,000 of 300,000 outstanding special shares of 1034005 Ontario Limited 175,000 175,000 Portfolio Investment in Uniqrypt Technologies Inc. 17,000 17,000 33% Equity Investment in Cognitive Finance Inc. 150,000 150,000 -------------- ---------- 342,000 342,000 4. Capital Assets: -------------- 1999 1998 ---------------------------------------------- Accumulated Net Book Net Book Cost Amortization Value Value --------------------------------------------- $ $ $ $ Land 159,000 -- 159,000 159,000 Building 556,000 93,000 463,000 482,000 Machinery and Equipment 2,156,000 1,004,000 1,152,000 1,029,000 Furniture and Fixtures 199,000 116,000 83,000 64,000 Automotive Equipment 42,000 22,000 20,000 129,000 Leasehold Improvements 249,000 114,000 135,000 164,000 Computer Hardware 92,000 60,000 32,000 68,000 Computer Software 36,000 24,000 12,000 19,000 --------- --------- --------- --------- 3,489,000 1,433,000 2,056,000 2,114,000 ========= ========= ========= ========= ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 4. Capital Assets - continued: -------------------------- The following assets held under capital lease are included in capital assets as described above. This equipment is amortized at rates equal to rates for similar equipment. 1999 1998 --------------------------------------------------------------- Accumulated Net Book Net Book Cost Amortization Value Value ---------------------------------------------------------------- $ $ $ $ Machinery and Equipment 324,000 76,000 248,000 262,000 Computer Hardware 33,000 19,000 14,000 17,000 Leasehold Improvements 79,000 36,000 43,000 51,000 ------------------------------------------------------------------ 436,000 131,000 305,000 330,000 ================================================================ 5. Other: ----- 1999 1998 ---- ---- $ $ Goodwill 1,391,000 471,000 Product Development Costs 212,000 763,000 Deferred Organization and Financing Costs 525,000 45,000 Regulatory Approval 141,000 Initial Listing Fee - T.S.E 18,000 20,000 Franchise and Manufacturing Rights 50,000 50,000 Long-term Deposits 95,000 35,000 --------- --------- 3,432,000 1,384,000 ========= ========= 6. Bank Indebtedness : ----------------- The bank overdraft bears interest at prime plus .75%, is due on demand, and is secured by a general security agreement which covers an assignment of inventory, equipment and accounts receivable. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 7. Long-term Debt: -------------- 1999 1998 ---- ---- $ $ Term loan, K-Tronik Industries Inc., negotiated reduction of $293,000 and balance of $157,000 paid off during 1999 -- 450,000 Term loan, Hongkong Bank of Canada; secured by assignment of book debts and deposit balances, trade finance agreement and general security agreement; refinanced with the Royal Bank at $965,000 on November 1, 1999; repayable in monthly instalments of $10,000 plus interest calculated at Royal Bank prime plus 1/4% 878,000 1,213,000 Accrued severance benefits; payable to the employees of Point Multimedia Systems, Inc. upon termination of employment 49,000 -- Unsecured notes payable; no interest and no specific terms of repayment 284,000 -- Lien note payable; secured by automobile -- 24,000 ---------- ---------- 1,211,000 1,687,000 Less: Current Portion (100,000) (227,000) ---------- ---------- 1,111,000 1,460,000 Principal payments required on long-term debt for the next five years are as follows: Year Amount ---- ------ $ 2000 100,000 2001 120,000 2002 120,000 2003 120,000 2004 120,000 -------------- 580,000 ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 8. Obligations Under Capital Leases: -------------------------------- The total balance of capital leases owing at the end of the year of $37,000 is payable in the fiscal year ending September 30th, 2000. 9. Future Income Tax Liabilities: ----------------------------- Significant components of future income tax liabilities are as follows: 1999 1998 -------- -------- $ Excess of net book value of capital assets over tax value 257,000 254,000 -------- -------- Total future income tax liabilities 257,000 254,000 -------- -------- Operating losses carried forward (3,000) -- "Canadian Exploration Expenses" carried forward (69,000) (69,000) Other (10,000) (9,000) -------- -------- Total future income tax assets (82,000) (78,000) -------- ======== Net future income tax liabilities 175,000 176,000 ======== ======== 10. Share Capital: ------------- Authorized: 100,000,000 Common Shares Issued: 1999 1998 ----------- ----------- $ $ 21,284,358 Common Shares (1998: 13,815,001) 10,252,000 2,176,000 Less: Reciprocal holdings of 826,929 shares (1998: Nil) (1,149,000) -- ----------- ----------- Net: 20,457,429 Common Shares (1998: 13,815,000) 9,103,000 2,176,000 =========== =========== ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 10. Share Capital - continued: ------------------------- Stock Options: The following stock options have been granted unconditionally: Number Expiry of Shares Price Date ----------------- ----- --------- $ Ken Rampersad Management 50,000 .55 05/01/00 Keith Attoe Management 50,000 .60 09/08/00 Keith Attoe Management 100,000 .90 11/11/00 Walter Keyser Director 50,000 .70 09/30/00 Beverly Boorsma Management 15,000 .85 11/07/00 Ken Rampersad Management 50,000 .85 04/17/00 Keith Attoe Management 100,000 .85 04/17/00 Dingeman Kleppe Employee 30,000 .85 04/17/00 Walter Keyser Director 100,000 .85 04/17/00 Robert Kim K-Tronik 200,000 .60 04/02/01 Steve Kim K-Tronik 50,000 .60 04/02/01 Philip Cassis Unrelated 50,000 .80 08/06/00 Cheon Hong Kim Unrelated 25,000 .80 06/25/00 Robert Hoegler Director 25,000 .75 05/01/00 Management has agreed to issue shares to Seung Bae Lim, Yong Kook Kim, Tae Jin Lee and Rae Myung Cha, in equal amounts, as performance earn out consideration contingent upon achieving the criteria tabled below for the combined results of Eiger Labs Group, Inc. and Point Multimedia Systems, Inc.: Common Year Gross Sales Net Income Shares 1999 $27 million U.S $1.0 million U.S. 600,000 2000 $70 million U.S. $2.5 million U.S. 750,000 2001 $80 million U.S. $3.5 million U.S. 750,000 2002 $90 million U.S. $4.0 million U.S, 900,000 2003 $110 million U.S. $4.5 million U.S. 1,000,000 No shares were issued in fiscal 1999 as a result of this agreement. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 10. Share Capital - continued: Stock options have been granted to Robert Kim contingent upon meeting sales quotas for K- Tronik Int'l Inc. as tabled below: Number of Monthly Sales for Six Options Consecutive Months Exercisable Total Exercise Cumulative Units of Ballasts Per Plateau Price 50,000 per month for 6 consecutive months 70,000 70,000 .60 60,000 per month for 6 consecutive months 70,000 140,000 .60 70,000 per month for 6 consecutive months 70,000 210,000 .60 80,000 per month for 6 consecutive months 70,000 280,000 .60 90,000 per month for 6 consecutive months 70,000 350,000 .60 No shares were issued in fiscal 1999 as a result of this agreement. 11. Prior Period Adjustments: ------------------------ (a) Retained Earnings: 1999 1998 ------- ------- $ $ Balance - Beginning of Year: As Previously Reported 247,000 163,000 Retroactive Change in Accounting Policy (Note 1(j)) 424,000 -- ------- ------- As Restated 671,000 163,000 ======= ======= (b) Comparative Figures for 1998: In connection with the retroactive change in accounting policy noted above, net income reported for 1998 has been increased by $424,000 and contributed capital has been reduced by the same amount. Certain other comparative figures for 1998 have been changed to conform to 1999 presentation format. 12. Provision for Income Taxes: -------------------------- 1999 1998 ------- ------- $ Current Provision: 33,000 71,000 ------- ------- Future Provision: Losses carried forward (3,000) 6,000 Net book value of capital assets 3,000 17,000 Canadian Exploration Expenses -- 11,000 ------- ------- -- 34,000 ------- ------- Total Provision 33,000 105,000 ======= ======= Reconciliation of Tax Provision: Income (Loss) before Provision for Income Taxes (75,000) 654,000 Taxable Intercompany Gain Eliminated on Consolidation 467,000 -- Amortization of Goodwill Arising on Consolidation 66,000 48,000 Utilization of Unrecognized Losses Carried Forward (50,000) (43,000) Minor Permanent Differences (4,000) (5,000) Non-taxable item - Negotiated Reduction of Loan (293,000) (424,000) -------- -------- Income Subject to Current and Future Income Taxes 111,000 230,000 ======== ======== At Average Statutory Rate (1999: 30%; 1998: 46%) 33,000 105,000 ======== ======== The average statutory rate decreased significantly due to the large portion of taxable earnings attributable to Point Multimedia Systems, Inc. which is based in South Korea and has a much lower tax rate. As noted above, the company utilized previously unrecognized non-capital losses carried forward of $50,000 to effect income tax savings of approximately $23,000. Unrecognized non-capital losses of $24,000 remain to be applied to future years' taxable income until 2004. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 13. Acquisitions of Subsidiary Companies: ------------------------------------ During the year, the company acquired 64% of the commons shares of Point Multimedia Systems, Inc. through newly-formed Alexa Korea Holdings, Inc. ("Alexa"). Point Multimedia Systems, Inc. ("Point Multimedia") is incorporated under the laws of the Republic of South Korea and is engaged in the production and distribution of multimedia communication products. The acquisition was accounted for using the purchase method. Alexa contributed $1,000,000 U.S. to Point Multimedia, and 526,928 shares of Alexa Ventures Inc. (issued at $500,000 U.S.) to the other shareholders for treasury stock to equal 64%. Additional shares of Alexa Ventures Inc. are issuable on a performance earn out basis as disclosed in Note 10. The acquisition took place on September 1st, 2000. Operating results of Point Multimedia are included in these consolidated financial statements from that point on. The purchase equation at the time of acquisition was as follows: $ Current Assets 4,147,000 Capital Assets 111,000 Goodwill 652,000 Liabilities (1,433,000) Non-controlling Interest (1,044,000) ---------- 2,433,000 Cash ($1,000,000 U.S.) 1,492,000 Shares of Alexa Ventures Inc. 732,000 Finder's Fee Paid 209,000 ---------- 2,433,000 On September 1, 1999, the company acquired 64% of newly-created Eiger Labs Group, Inc. through Alexa (U.S.A.), Inc., also newly-created. Alexa (U.S.A.), Inc. contributed cash of $1,000,000 U.S. and 526,929 shares of Alexa Ventures Inc. issued at $500,000 U.S. to Eiger Labs Group, Inc. for its 64% interest. It also paid a finder's fee of $208,000. Additional shares of Alexa Ventures Inc. are issuable on a performance earn out basis as disclosed in Note 10. The holders of the other 36% interest were to contribute the net assets of Eiger Labs, Inc., a manufacturer of leading-edge electronic communications products. This side of the transaction did not occur until October 1st, 1999. Accordingly, the consideration paid by Alexa was allocated in the purchase equation as to Cash: $1,460,000; Reciprocal Shareholdings: $732,000; and Goodwill: $208,000. ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 14. Reconciliation to U.S. GAAP: --------------------------- These financial statements have been prepared in accordance with accounting principles generally accepted in Canada ("Cdn. GAAP"). As a result of the change in accounting policy with respect to the negotiated reduction in loans payable, as disclosed in Note 1(j), no significant differences remain to be adjusted to conform to U.S. GAAP. 1999 1998 ----------- ----------- $ $ Net Income (Loss): - per Cdn. GAAP (160,000) 508,000 =========== =========== - per U.S. GAAP (160,000) 508,000 =========== =========== Retained Earnings: - per Cdn. GAAP (401,000) 671,000 - prior years' under-depreciation of computer equipment net of deferred tax adjustment (18,000) (18,000) ----------- ----------- - per U.S. GAAP (419,000) 653,000 =========== =========== Total Assets: - per Cdn GAAP 16,523,000 9,221,000 - adjustment re depreciable life of computer equipment net of deferred tax adjustment (18,000) (18,000) ----------- ----------- - per U.S. GAAP 16,505,000 9,203,000 =========== =========== ALEXA VENTURES INC. (now Eiger Technology, Inc.) NOTES to the FINANCIAL STATEMENTS September 30th 1999 15. Subsequent Event: Subsequent to September 30th, 1999, the company changed its name to Eiger Technology, Inc. 16. Segmented Information: Management has identified four reportable segments: "ADH", "K-Tronik", "Lexatec" and "Eiger". "ADH" consists of A.D.H. Custom Metal Fabricators Inc. and Alexa Properties Inc. A.D.H. Custom Metal Fabricators Inc. is a manufacturer of fluorescent light fixtures, data racks and other metal cabinetry. Alexa Properties Inc. owns the land and manufacturing facility in Stratford, Ontario. "ADH" also includes the companies previously segmented as the "Vision" group - Vision Unlimited Equipment Inc., Energy Products International Inc., International Ballast Corp. and Applied Lighting Technology Inc. All of these companies are involved in the energy-efficient fluorescent lighting industry. "K-Tronik" includes K-Tronik Int'l Inc., a distributor of electronic ballasts based in Hackensack, New Jersey, and EPI International Corporation, a manufacturer of electronic ballasts operating in Korea. "Lexatec" consists of Lexatec VR Systems Inc., a distributor of computer peripherals operating out of Cerritos, California. "Eiger" includes Eiger Labs Group, Inc. and Point Multimedia Systems, Inc. Both of these companies are involved in the production and distribution of electronic communications products. Point Multimedia Systems, Inc. is located in South Korea, while Eiger Labs Group, Inc. operates out of California. Financial information, segmented according to the above, is presented in the form of schedules over the next three pages. ALEXA VENTURES INC. (now Eiger Technology, Inc.) SEGMENTED INFORMATION for the year ended September 30th 1999 Totals per Eiger Reconciling Financial ADH (one month) K-Tronik Lexatec All Others Items Statements =========== ============= ============= ============ ============= ============= ============= $ $ $ $ $ $ $ Sales: External Customers: - Domestic 3,397,000 0 0 0 0 -464,000 2,933,000 - Foreign 83,000 2,467,000 3,223,000 3,007,000 0 0 8,780,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- 3,480,000 2,467,000 3,223,000 3,007,000 0 -464,000 11,713,000 Intersegment 55,000 0 0 0 0 -55,000 0 ----------- ------------- ------------- ------------ ------------- ------------- ------------- Total 3,535,000 2,467,000 3,223,000 3,007,000 0 -519,000 11,713,000 Cost of Sales 2,852,000 2,282,000 1,585,000 2,964,000 0 -664,000 9,019,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- Gross Margin 683,000 185,000 1,638,000 43,000 0 145,000 2,694,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- Expenses: Interest on Long-term Debt 111,000 111,000 Other Interest and Bank Charges 108,000 2,000 123,000 0 0 0 233,000 Amortization of Capital and Intangible Assets 192,000 4,000 161,000 1,000 3,000 66,000 427,000 Intersegment Management Fees 125,000 0 0 0 -125,000 0 0 Operations and Administration 126,000 76,000 1,293,000 52,000 128,000 323,000 1,998,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- 662,000 82,000 1,577,000 53,000 6,000 389,000 2,769,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- Income before Taxes 21,000 103,000 61,000 -10,000 -6,000 -244,000 -75,000 Provision for Income Taxes -6,000 28,000 12,000 2,000 -3,000 0 33,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- 27,000 75,000 49,000 -12,000 -3,000 -244,000 -108,000 Non-controlling Interest 12,000 27,000 18,000 -5,000 0 0 52,000 ----------- ------------- ------------- ------------ ------------- ------------- ------------- Net Income for the Period 15,000 48,000 31,000 -7,000 -3,000 -244,000 -160,000 =========== ============= ============= ============ ============= ============= ============= ALEXA VENTURES INC. (now Eiger Technology, Inc.) SEGMENTED INFORMATION for the year ended September 30th 1998 Totals per Reconciling Financial ADH Eiger K-Tronik Lexatec All Others Items Statements =========== ============= ============= ============= ============= ============ ============= $ $ $ $ $ $ $ Sales: External Customers: - Domestic 3,533,000 0 0 0 0 0 3,533,000 - Foreign 307,000 0 956,000 17,938,000 0 0 19,201,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- 3,840,000 0 956,000 17,938,000 0 0 22,734,000 Intersegment 196,000 0 0 0 0 -196,000 0 ----------- ------------- ------------- ------------- ------------- ------------ ------------- Total 4,036,000 0 956,000 17,938,000 0 -196,000 22,734,000 Cost of Sales 2,706,000 0 663,000 16,269,000 0 -196,000 19,442,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- Gross Margin 1,330,000 0 293,000 1,669,000 0 0 3,292,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- Expenses: Interest on Long-term Debt 108,000 0 0 1,000 0 0 109,000 Other Interest and Bank Charges 78,000 0 1,000 8,000 21,000 0 108,000 Amortization of Capital and Intangible Assets 132,000 0 0 60,000 2,000 48,000 242,000 Intersegment Management Fees 165,000 0 -165,000 0 Operations and Administration 568,000 0 273,000 1,655,000 -317,000 0 2,179,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- 1,051,000 0 274,000 1,724,000 -459,000 48,000 2,638,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- Income before Taxes 279,000 0 19,000 -55,000 459,000 -48,000 654,000 Provision for Income Taxes 84,000 0 0 4,000 17,000 0 105,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- 195,000 0 19,000 -59,000 442,000 -48,000 549,000 Non-controlling Interest 56,000 0 9,000 -24,000 0 0 41,000 ----------- ------------- ------------- ------------- ------------- ------------ ------------- Net Income for the Period 139,000 0 10,000 -35,000 442,000 -48,000 508,000 =========== ============= ============= ============= ============= ============ ============= ALEXA VENTURES INC. (now Eiger Technology, Inc.) SEGMENTED INFORMATION as at September 30th 1999 (with comparative figures as at September 30th 1998) Totals per Reconciling Financial ADH Eiger K-Tronik Lexatec All Others Items Statements =========== ============= ============= ============= ============= ============ ============= $ $ $ $ $ $ $ Expenditures on Capital Assets and Intangibles During the Year 19,000 860,000 587,000 7,000 0 0 1,473,000 =========== ============= ============= ============= ============= ============ ============= 1998 21,000 0 1,044,000 144,000 0 0 1,209,000 =========== ============= ============= ============= ============= ============ ============= Balance of Capital Assets and Goodwill as at September 30th 1999 - Domestic 2,052,000 0 0 0 0 0 2,052,000 - Foreign 0 966,000 423,000 6,000 0 0 1,395,000 ------------- ------------- ------------- ------------- ------------ ------------- ------------ 2,052,000 966,000 423,000 6,000 0 0 3,447,000 ============= ============= ============= ============= ============ ============= ============ 1998 2,187,000 0 261,000 137,000 0 0 2,585,000 ============= ============= ============= ============= ============ ============= ============ Amount of Investment in Investees Subject to Significant Influence 0 0 0 0 175,000 0 175,000 ============= ============= ============= ============= ============ ============= ============ 1998 0 0 0 0 175,000 0 175,000 ============= ============= ============= ============= ============ ============= ============ Total Assets 5,105,000 7,763,000 4,949,000 808,000 11,547,000 -13,649,000 16,523,000 ============= ============= ============= ============= ============ ============= ============ 1998 5,009,000 0 2,772,000 1,411,000 4,599,000 -4,570,000 9,221,000 ============= ============= ============= ============= ============ ============= ============ SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, duly authorized. Date ________________________ Eiger Technology, Inc. by ________________________________ Mr. Gerry A. Racicot President and Director