TELEMAX COMMUNICATIONS INC. BALANCE SHEET JUNE 30, 2000 and 1999 (Unaudited) ASSETS 2000 1999 ----------- ----------- CURRENT Cash and cash equivalents $ -- $ 180,343 Accounts receivable 374,807 187,695 Inventory 48,909 14,320 Prepaid expenses 23,652 30,539 ----------- ----------- 447,368 412,897 CAPITAL ASSETS (Note 3) 129,794 57,659 ----------- ----------- $ 577,162 $ 470,556 =========== =========== LIABILITIES CURRENT Bank indebtedness $ 50,950 $ -- Accounts payable 549,724 430,444 Accrued liabilities -- 52,529 Bank loans payable (Note 4) 199,351 -- Current portion of loans payable (Note 5) 33,788 33,933 Current portion of capital lease (Note 6) 9,123 -- ----------- ----------- 842,936 516,906 LOANS PAYABLE (Note 5) 9,970 135,731 CAPITAL LEASE OBLIGATIONS (Note 6) 31,930 -- DIRECTORS' LOANS (Note 7) 464,669 208,280 ----------- ----------- 1,349,505 860,917 ----------- ----------- STOCKHOLDERS' DEFICIENCY CAPITAL STOCK (Note 8) 679 679 DEFICIT (770,948) (385,665) CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (2,074) (5,375) ----------- ----------- (772,343) (390,361) ----------- ----------- $ 577,162 $ 470,556 =========== =========== SEE ACCOMPANYING NOTES TELEMAX COMMUNICATIONS INC. STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEARS ENDED JUNE 30, 2000 and 1999 (Unaudited) 2000 1999 ----------- ----------- SALES $ 6,487,433 $ 1,972,947 COST OF SALES 5,622,394 1,701,294 ----------- ----------- GROSS PROFIT 865,039 271,653 EXPENSES Research and development 303,768 89,909 Salaries and benefits 286,618 83,736 Sales commissions 190,678 124,090 Rent 80,183 57,513 General and administrative 72,977 35,107 Depreciation 52,350 13,092 Advertising and promotion 45,007 9,723 Interest and bank charges 38,276 18,145 Consulting fees 37,280 14,365 Automotive expenses 31,392 13,448 Telephone 26,149 6,604 Equipment rental 22,527 632 Foreign exchange loss 21,969 -- Travel 14,865 14,595 Bad debts 11,620 -- Legal and accounting 10,216 3,566 Insurance 2,341 497 Repairs and maintenance 2,106 2,426 ----------- ----------- 1,250,322 487,448 ----------- ----------- NET LOSS (385,283) (215,795) DEFICIT, beginning of year (385,665) (169,870) ----------- ----------- DEFICIT, end of year (770,948) (385,665) =========== =========== OTHER COMPREHENSIVE INCOME (LOSS) Foreign Currency translation adjustments 3,301 (5,168) ----------- ----------- OTHER COMPREHENSIVE LOSS $ (381,982) $ (220,963) =========== =========== SEE ACCOMPANYING NOTES TELEMAX COMMUNICATIONS INC. STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2000 and 1999 (Unaudited) 2000 1999 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(385,283) $(215,795) Items not affecting cash: Depreciation 52,350 13,092 --------- --------- (332,933) (202,703) CHANGES IN NON-CASH WORKING CAPITAL: Increase in accounts receivable (187,112) (138,632) Decrease (increase) in prepaid expenses 6,888 (20,347) Increase (decrease) in inventories (34,590) 18 Increase in accounts payable and accrued liabilities 66,751 396,261 --------- --------- (480,996) 34,597 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Increase in bank loans 73,445 169,664 Increase in capital lease obligations 41,092 -- Payments under capital lease obligations (9,162) -- Increase in directors' loans 256,389 40,311 --------- --------- CASH FLOWS USED IN FINANCING ACTIVITIES 361,764 209,975 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to capital assets (115,361) (63,598) --------- --------- EFFECT OF FOREIGN CURRENCY TRANSACTIONS ON CASH 3,301 (5,168) --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (231,292) 175,806 NET CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 180,343 4,537 --------- --------- NET CASH AND CASH EQUIVALENTS, END OF YEAR $ (50,949) $ 180,343 ========= ========= SEE ACCOMPANYING NOTES TELEMAX COMMUNICATIONS INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2000 1. ORGANIZATION The Company was incorporated under the laws of the province of Ontario on May 12, 1997. It manufactures and is a distributor of prepaid telephone cards operating under the trade name Telemax Communications Inc. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared in accordance with generally accepted accounting principles in Canada. The financial statements have been translated to U.S. Dollars using the current rate method. Outlined below are those policies considered particularly significant for the Company. These financial statements are unaudited. (a) Cash and cash equivalents For purposes of the statement of cash flows, cash and cash equivalents consist of money market funds and demand deposits in banks, purchased with a maturity of three months or less. The Company has no such items at June 30, 2000 and had $101,800 at June 30, 1999. (b) Inventory Inventory of activated and un-activated prepaid telephone cards is valued at the lower of cost and market. (c) Fair value of financial instruments The Company estimates that the fair value of all financial instruments at June 30, 2000 and 1999 does not differ materially from the aggregate carrying values of its financial instruments recorded in the balance sheet. The estimated fair value of amounts of receivables, accounts payable and accrued liabilities approximate fair value due to their short-term nature. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. (d) Capital Assets Capital assets are recorded at cost. Expenditures for normal maintenance and repairs are charged to expense as incurred. Depreciation is provided annually at rates calculated to write-off the assets over the estimated useful lives of the related assets. Depreciation expense was $53,350 for the year ended June 30, 2000 and $13,092 for the year ended June 30, 1999. Computer hardware - 12 years straight line Computer software - 2 years straight line Furniture and fixtures - 10 years straight line Office equipment under capital lease - 10 years straight line Telephone equipment - 12 years straight line TELEMAX COMMUNICATIONS INC. NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2000 (e) Income taxes The Company has filed corporate federal and provincial income tax returns through April 30, 2000, and has net operating loss carryforwards of $648,192 available to offset financial statement or tax return taxable income in future periods: Year Loss Expire ---- ---- ------ 2000 $413,910 2007 1999 $120,920 2006 1998 $113,362 2005 (f) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 3. BANK LOANS PAYABLE The Company's bankers have provided the Company with a line of credit facility of $202,750, with interest at the bank's prime plus 1.25%, secured by a general security agreement over the Company's assets. 4. LOANS PAYABLE The Company was provided with a Small Business Loan by its bankers in the amount of $169,000, with interest at bank's prime plus 2.5%, which is secured by capital assets. The Company has prepaid capital in the amount of $91,395. Repayment is $2,800 monthly, and will mature September 30, 2001. 5. CAPITAL LEASE OBLIGATIONS The Company has leased office equipment for a 5 year-term repayable quarterly at $2,900 plus interest at 6%. The Company has the option to buy the equipment after 20 months for 48% of purchase price, $22,000. 6. DIRECTORS' LOANS Non-interest bearing loans by directors are reported as long-term as advances are without terms of repayment. 7. CAPITAL STOCK Authorized Unlimited number of no par value common shares Unlimited number of no par value Class "A" shares Stated Capital 2000 1999 ---- ---- 1000 common shares $ 679 $ 679 ========== ========== 8. SUBSEQUENT EVENTS The Company entered into an agreement effective July 31, 2000, part of which provides for $2,703,000 injection of capital to be paid in 4 equal installments plus interest at 12% on the outstanding balance: November 1, 2000 $675,750 January 1, 2001 $675,750 April 1, 2001 $675,750 July 1, 2001 $675,750 plus accrued interest The proceeds are to be used to provide funds for expanding the Company's operations. 9. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure, which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved.