SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended: December 31, 1998
GS TELECOM LIMITED
(Exact name of registrant as specified in its charter)
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
(Former name)
Colorado 0-13313 36-3296861
- --------------- ----------- ------------------
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
First Floor, Hampton House, 20 Albert Embankment London SE1 7TJ
- ---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 44-171-587 3687
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No ____
As of December 31, 1998, there were 16,828,414 shares of common stock, no par
value, outstanding.
PART I: FINANCIAL INFORMATION
F3
GS TELECOM LIMITED
(Unaudited)
Condensed Consolidated Balance Sheet December 31, December 31,
1998 1997
$ $
------------ ------------
ASSETS
CURRENT ASSETS
Cash - 45,647
Accounts Receivable 3,938 83,048
30,835
Prepaid Value Added Tax 16,309 39,454
----------------- -----------------
Total Current Assets 20247 198984
----------------- -----------------
PROPERTY AND EQUIPMENT 32,704
less accumulated depreciation of $44947
================= =================
20247 231688
================= =================
Goodwill less accumulated Amortization 692,648
Other Assets 11,180
----------------- -----------------
TOTAL FIXED, CURRENT AND OTHER ASSETS 20247 935516
----------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ $
CURRENT LIABILITIES
Convertible and demand notes payable 588,900 376,500
Accounts payable 763,718 621,208
Payable to Affilliates and Related Parties 345,976
Accrued interest payable 48,878 2,766
Bank overdrafts net of cash of $32 1,378
----------------- -----------------
Total current liabilities 1,748,850 1000474
----------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT) Common stock, no par value per share; Authorized
100,000,000 shares; Issued and outstanding 16,828,220 1,137,357 1,137,357
Accumulated deficit (2,871,470) (1,205,315)
Foreign currency translation adjustments 5,510 3,000
----------------- -----------------
Total stockholders' (deficit) $(1,728,603) $(64,958)
----------------- -----------------
================= =================
Liabilities and Stockholders Equity (Deficit) 20,247 935516
================= =================
See Accompanying Notes
F4
(Unaudited)
GS TELECOM LIMITED Three Months ended Six Months ended
Condensed Consolidated Statement of Operations December 31 December 31 December 31 December 31
1998 1997 1998 1997
$ $ $ $
----------- ----------- ----------- -----------------
Net Sales 28,477 28,477
Cost of Sales 18,744 18,744
----------------- ----------------------------------------------------
Gross Income (Loss) () 9,733 () 9,733
----------------- ----------------------------------------------------
Selling, General and Administrative Expenses (70,021) 248,395 (133,905) 248,395
----------------- ----------------------------------------------------
LOSS FROM CONTINUING OPERATIONS $ (70,021) $ (238,662) $ (133,905) $ (238,662)
----------------- ----------------------------------------------------
Discontinued Operations
Write-Off of Investment in unconsolidated subsidiary
Write-off of goodwill of consolidated subsidiaries
----------------- ----------------------------------------------------
Loss from discontinued operations () () () ()
----------------- ----------------------------------------------------
Loss before extraordinary item $ (70,021) $ (238,662) $ (133,905) $ (238,662)
EXTRAORDINARY ITEM -
SETTLEMENT AND EXTINGUISHMENT OF
TRADE DEBT AND RELATED PARTY
AMOUNTS PAYABLE
================= ====================================================
NET INCOME (LOSS) $ (70,021) $ (238,662) $ (133,905) $ (238,662)
================= ====================================================
BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE:
(LOSS) FROM CONTINUING OPERATIONS $(0.00) $(0.86) $(0.01) $(0.86)
(LOSS) FROM DISCONTINUED OPERATIONS $(0.00) $(0.00) $(0.00) $(0.00)
EXTRAORDINARY ITEM
================= ====================================================
PER SHARE NET LOSS $(0.00) $(0.86) $(0.01) $(0.86)
================= ====================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 16,828,414 278,220 16,828,414 278,220
================= ====================================================
See Accompanying Notes
(Unaudited) F5
GS TELECOM LIMITED
Condensed Consolidated Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES
Three Months ended Six Months ended
December 31 December 31 December 31
1998 1998 1997
$ $ $
------------------ ----------- -----------------
Net income (loss) (70,021) (133,905) (238,662)
PROVIDED BY OPERATING ACTIVITIES
Write-off Investment in Unconsolidated Subsidiary
Write-off Goodwill of Consolidated Subsidiaries
Common Stock Issued for Services 20,500
Depreciation and amortization 2,947
Changes in Operating Assets and Liabilities
Receivables (9,657)
Inventories (23,434)
Prepaid and Other Assets (16,306)
Accounts Payable 40,351 55696 (239,279)
Accrued Interest Payable 12,583 25166 2,766
Bank Overdraft
================= ===================================
Net Cash Flows from (used for) operating activities $ (17,087) 78209 $ (501,125)
================= ===================================
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles (188)
Investment in Unconsolidated Subsidiary
Cash at subsidiary at date of acquisition 36,173
Investment in Consolidated Subsidiaries
================= ===================================
Net Cash Flows (used for) investing activities () () 35,985
================= ===================================
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (repaid to) affiliates and related parties 17087 134,083
Issuance of Convertible and other notes payable 376,500
================= ===================================
Net Cash Flows (used for) financing activities 17,087 () 510583
================= ===================================
================= ===================================
EFFECT OF EXCHANGE RATE CHANGES ON CASH
================= ===================================
NET INCREASE (DECREASE) IN CASH () (45,443)
CASH AT BEGINNING OF PERIOD 0 204
================= ===================================
CASH AT PERIOD END 0 0 45647
================= ===================================
SUPPLEMENTAL DISCLOSURES
Net Interest Paid 12583 25166 2766
Non-cash investing and financing activities
See Accompanying Notes
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
Note A - Organization and Business
Organization and Nature of Business
GS Telecom Limited, formerly Teleconferencing Systems International, Inc. (the
"Company") was incorporated in Colorado on December 19, 1983. Activities of the
Company from June 30, 1995 until November 15, 1997 were primarily liquidation of
operating assets and settlement of obligations owed creditors and employees as
previously reported.
On November 15, 1997, the Company acquired an Isle of Man company; also named GS
Telecom Limited (later changed to GST Limited - "GST"), by issuance of a
$150,000 convertible note payable. GST, the acquired subsidiary, had net
liabilities of $544,268. The note payable was subsequently converted into
14,500,000 shares of common stock and issued to the acquired company
stockholders.
The assets of the GST subsidiary also included Associated Power Industries
Limited ("API"), an U.K. designer and manufacturer of energy savings systems.
GST owns 50% of API with an option to acquire the remaining 50% ownership
interest for three years beginning September 1, 1998. The investment in API had
been accounted for using the equity method. Since the Company had insufficient
Board representation or other control attributes and as a result of continued
operating losses by API, during fiscal 1998, management elected to write off its
investment of $242,447.
GST also has two U.K. wholly owned subsidiaries: Guardian Smart Systems Limited
("GSS") and Total Energy Controls (Commercial) Limited ("TECC"). GSS' business
is the design and marketing of domestic energy savings and home management
systems and TECC's business is to market and install commercial energy saving
devices. Mainly due to a lack of working capital, neither GSS nor TECC was
successful, and Management elected, effective June 30, 1998, to discontinue
operations. Accordingly, the Company has taken steps and adopted a plan to pay
obligations owed employees and others, resulting in an estimated loss from
discontinued operations of $140,099, and expensed un-amortized goodwill totaling
$475,367. This was reflected in fiscal 1998.
Going Concern Considerations
- ----------------------------
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company
has incurred significant recurring losses and ha substantial working capital
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
and stockholders' deficits as of December 31, 1998.
At quarter end, the Company had no substantial product, services or properties
and required significant additional financing to satisfy outstanding obligations
and to commence operations. Management's plans to address these matters include
private placements of stock, obtaining short-term loans, and seeking suitable
joint venture relationships in technology and e-commerce fields of business.
Since June 30, 1998 the Company has entered into an agreement to acquire for
common stock of the Company, software ownership interests in software and
special effects production companies (see Note I).
Note B - Summary of Significant Accounting Policies
Principles of Consolidation
- ---------------------------
The financial statements include the accounts of GS Telecom Limited, GST
Limited, Guardian Smart Systems Limited and Total Energy Controls (Commercial)
Limited. All significant inter-company transactions and balances have been
eliminated.
Use of Estimates
- ----------------
Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Significant areas requiring the use of management estimates are accrual of costs
of discontinued operations, assessment of realization of goodwill and
investments, useful asset lives for depreciation and amortization, and valuation
of stock of issued for services and deferred tax benefits. Actual results
inevitably will differ from those estimates, and such differences may be
material to the financial statements.
Foreign Currency
- ----------------
The financial statements of the Company's non-U.S. subsidiaries are translated
into U.S. dollars using current rates of exchange, with gains or losses included
in the cumulative translation adjustment account in the
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
stockholders' equity section of the consolidated balance sheet. Revenues, costs
and expenses denominated in foreign functional currencies are translated at the
weighted average exchange rate for the period. Gains and losses on currency
transactions (denominated in currencies other than the local currency) are
reflected in the statement of consolidated operations.
Revenue Recognition
- -------------------
Sales are recognized when products are shipped. Sales generally are on an open
account basis, subject to credit limits.
Property, Plant and Equipment
- -----------------------------
Property, equipment and vehicles are recorded at cost. Maintenance and repair
costs are charged to expense as incurred, and renewals and improvements that
extend the useful life of assets are capitalized. Depreciation is computed using
the straight-line method over the assets' estimated useful lives as follows:
Equipment 4 years
Vehicles 4 years
Office equipment 4 years
In fiscal 1998, substantially all operations of the Company's subsidiaries were
discontinued and the remaining net costs of depreciable assets were charged off.
Accordingly, depreciation expense recorded in fiscal 1998 and 1997 was $44,947
and none, respectively.
Goodwill
- --------
Goodwill arose from the acquisition of GST in fiscal 1998 for assumption of net
liabilities totaling $332,800 and issuance of a $150,000 convertible note
payable to stockholders of the subsidiary. Prior to June 30, 1998, goodwill was
being amortized over 40 years on a straight-line basis. As of June 30, 1998,
Management elected to discontinue the operations of GST, and accordingly,
write-off the $475,367 unamortized cost of the goodwill in fiscal 1998.
Income Taxes
- ------------
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which incorporates the use of
the asset and liability approach of accounting for income taxes. The asset and
liability approach requires the recognition of deferred tax assets and
liabilities for the expected future consequences of temporary differences
between the financial reporting basis and tax basis of assets and liabilities
(see Note D).
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
Statement of Cash Flows Information and Supplemental Non-Cash Financing
Activities
Cash and cash equivalents include cash and short-term investments with original
maturities of three months or less.
Basic Earnings (Loss) Per Share
- -------------------------------
Basic earnings (loss) per share of common stock are computed using the weighted
average number of shares outstanding during each period. Diluted earnings per
share is computed on the basis of the average number of common shares
outstanding plus the dilutive effect of convertible notes payable.
The basic and the dilutive earnings per share are the same in fiscal 1998 since
the Company had a net loss and the inclusion of the effect of the convertible
notes issued in 1998 would be anti-dilutive.
Note C - Notes Payable
Unsecured 9% notes payable to an individual dated February 19, 1998
and March 31, 1998, payable on demand. $212,400
8% convertible notes payable issued November 20, 1997,
due September 30, 2000. 376,500
--------
$588,900
========
The notes are classified as a current liability because the Company has
subsequently agreed to repay the obligations upon receipt of anticipated funding
in fiscal 1999.
Note D - Income Taxes
As a result of the substantial change in ownership of the Company arising from
the issuance of 14.5 million shares of common stock in November 1997, the
Company's net operating loss carryforward became limited to the estimated value
of the stock issued. As of June 30, 1998 the accumulated net operating loss
carryforward totals approximately $150,000 that may be offset against future
taxable income, if any. The loss carryforward expires in varying amounts from
2003 through 2013.
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
Note E - Stockholders' Equity
Stock-Split
- -----------
On January 6, 1998, the board of directors approved a 150-to one reverse split
of the issued and outstanding common shares of the Company. All share and per
share amounts have been retroactively restated in the accompanying financial
statements to reflect the effect of the reverse stock split.
Conversion of Note Payable
- --------------------------
On November 15, 1997, the Company acquired GST by issuance of a $150,000
convertible note payable to GST stockholders. On January 6, 1998, the $150,000
note payable was converted into 14,500,000 shares of common stock (approximately
$.01 per share).
Stock Issued for Services
- -------------------------
On February 10, 1998, the Company issued 2,050,000 shares of common stock to two
individuals (holders of note payable from the Company) for services related to
the reorganization of the Company. The value of the services were estimated at
$20,500 ($.01 per share).
Convertible Notes Payable
- -------------------------
The convertible note holders have the option to convert the original principal
amount of the notes (a total of $376,500) into common stock at the lower of $2
per share or 75% of the average closing bid price of the stock for trading five
days prior exercise. Notwithstanding the foregoing, if, after the effectiveness
of a registration statement or if an exemption is available from registration,
the closing bid price of the common stock reaches $4 per share for five
consecutive trading days, the Company has the option to require conversion of up
to 50% of the original principal, and if the closing bid price reaches $8 per
share, the Company has the option of requiring conversion of all of the original
principal.
Note F - Related Party Transactions
The Company paid management fees to an entity owned by a
stockholder/director/officer of the Company totaling $12,000 in 1997.
Note G - Commitments
The Company leases its present office on a month-to month basis at $1,000 per
month.
GS Telecom Limited
Notes to Consolidated Financial Statements
(Unaudited)
Note H - Fair Value of Financial Instruments
The carrying amounts for accounts receivable, accounts payable and accrued
expenses approximates fair value because of the short maturities of these
instruments. The fair value of notes payable approximates fair value because of
the market rate of interest on the debt.
The determinations of fair value discussed above are subjective in nature and
involve uncertainties and significant matters of judgement and do not include
income tax considerations. Therefore, the results cannot be determined with
precision and cannot be substantiated by comparison to independent market values
and may not be realized in actual sale or settlement of the instruments.
Note I - Events Subsequent to June 30, 1998 (Unaudited)
In September 1998, the Company entered into a reverse merger agreement to
acquire Masstech, Inc., a Delaware corporation. Subsequently, the merger
agreement was modified to provide for the Masstech software and intangible
property rights ("IPR") for $150,000 in the form of 6.6 million shares of common
stock of the Company (approximately $.23 per share). In addition, two principals
of Masstech, Dr. Steven Gillam and Mr. Andrew Castle, agreed to sell to the
Company for 48.4 million shares of common stock of the Company, their 15%
ownership interest in each of four companies involved in producing special
effects for the Hollywood film industry:
Manex Studios, LLC
Manex Visual Effects, LLC
Manex Entertainment, LLC
Mass Illusions, LLC
The transaction was entered into in September 1998 and modified in December
1998. It is subject to due diligence and other conditions and is not yet closed.
Subsequent to entering into the initial agreement, Dr. Gillam and Mr. Castle
have been appointed as members of management and directors of the Company.
Universal Syntropy Corporation, a California corporation wholly owned and
organized by the Company in fiscal 1999, is managing the commercialization of
the IPR discussed above. Universal Syntropy is located in Alameda, California.
Organization and Nature of Business
Note B - Basic Earnings (Loss) Per Share Basic earnings (loss) per share of
common stock are computed using the weighted average number of shares
outstanding during each period. All share information and per share data have
been retroactively restated for all periods presented to reflect reverse stock
splits.
ITEM 2.
Management's Discussion and Analysis of Financial Condition
- -----------------------------------------------------------
and Results of Operations.
- -------------------------
Results of Operations for the three month period ended December 31, 1998
compared to same period ended December 31, 1997
As a result of the discontinuance of trading operations in the UK, the
Company had no sales revenues and no gross profits. For the same period in 1997,
the net sales were $28,477 with a gross profit of $9,733.
In quarter ended December 31, 1998, the Company incurred general and
administrative expenses of $70,021 resulting in an operating loss of ($70,021).
For the same period in 1997 the company incurred $248,662 of such costs which
resulted in an operating loss of ($238,662).
The Company lost ($.004) per share in the three month period compared
to a loss of ($0.86) per share in the same period in 1997.
Results of Operations for the six month period ended December 31, 1998 compared
to same period ended December 31, 1997
As a result of the discontinuance of trading operations in the UK, the
Company had no sales revenues and no gross profits. For the same period in 1997,
the net sales were $28,477 with a gross profit of $9,733.
In six months ended December 31, 1998, the Company incurred general and
administrative expenses of $133,905 resulting in an operating loss of
($133,905). For the same period in 1997 the Company incurred $248,395 of such
costs which resulted in an operating loss of ($238,662).
The company lost ($.01) per share in the six month period compared to a
loss of ($0.86) per share in the same period in 1997.
Liquidity and Capital Resources
At period end, the Company had $0 cash capital and current and total
assets of $20,247. The Company had $1,748,850 in current liabilities at period
end. In light of the deficit ($1,728,603) in current assets and operating
capital, the Company will be forced to either borrow against or sell assets or
make private placements of stock or debt in order to fund continued operations
and its debt repayment program, as above. No assurance exists as to the ability
to make private placements of stock or borrow funds.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in securities - None.
Item 3. Senior Securities Debt.
As a result of a dispute neither interest nor capital payments required under
the terms of the Notes have been made which resulted in a technical default. As
a result of an agreement in December 1998 between the Noteholders and the
Company the default situation was waived until June 1999.
Terms of Conversion
The convertible note holders have the option to convert the original principal
amount of the notes ($376,500) into common stock at the lower of $2 per share or
75% of the average closing bid price of the stock for trading five days prior
exercise. Notwithstanding the foregoing, if, after the effectiveness of a
registration statement or if an exemption is available from registration, the
closing bid price of the common stock reaches $4 per share for five consecutive
trading days, the Company has the option to require conversion of up to 50% of
the original principal, and if the closing price reaches $8 per share, the
Company has the option of requiring conversion of all of the original principal.
Item 4. Submission of matters to a vote of security holders - None.
Item 5. Other information
GS Telecom Limited formerly Teleconferencing Systems International, Inc.
(the "Company") was incorporated in Colorado on December 19, 1983.
Activities of the Company from June 30, 1995 until November 15, 1997
were primarily liquidation of operating assets and settlement of
obligations owed creditors and employees as previously reported. On
November 15, 1997, the Company acquired an Isle of Man Company, also
named GS Telecom Limited, (later changed to GST Limited - "GST") by
issuance of a $150,000 convertible note payable.
GST, the acquired subsidiary, had net liabilities of $544,268. The
$150,000 note payable was subsequently converted into 14,500,000 shares
of common stock and issued to the acquired company stockholders.
The assets of the GST subsidiary, also included Associated Power
Industries Limited ("API"), an UK designer and manufacturer of energy
savings systems. GST owns 50% of API with an option to acquire the
remaining 50% ownership interest for three years.
The investment in API has been accounted for using the equity method.
Since the Company had insufficient Board representation or other
control attributes and as a result of continued operating losses by
API, during fiscal 1998, management elected to write off its investment
of $242,447.
GST also has two UK wholly owned subsidiaries:
Guardian Smart Systems Limited ("GSS") and Total Energy Controls
(Commercial) Limited ("TECC"). As a result of continued losses in the
subsidiaries, the management elected effective June 30, 1998 to
discontinue operations. Accordingly the Company has taken steps and
adopted a plan to pay obligations owed employees and others resulting
in an estimated loss from discontinued operations of $140,099 and
expensed un-amortized goodwill totaling $475,367 as shown in the June
30, 1998 financials.
At the date of this report there remains the obligation to discharge
the accounts payable and other payables of the three companies; GST and
the two wholly owned subsidiaries, which will be done through funds
raised by new share subscriptions.
The shares of Guardian Smart Systems Limited were sold for a nominal
price to an independent third party and a promissory note issued for
the amount of payables and other obligations required to be settled.
This has no effect on the overall debt position of the Company and
funds are still required to be raised to meet these obligations.
In September 1998 the Company agreed to acquire from Masstech Inc.
against the future issue of common stock of the Company, all of its
assets, consisting of significant Intellectual Property Rights
resulting from the creation of special effects in certain special
effects movie studios. In addition, a 15% ownership was to be acquired
by the Company in Manex Studios, LLC, Manex Visual Effects, LLC, Manex
Entertainment, LLC, and Mass Illusion, LLC.
These acquisitions are subject to conditions precedent and due
diligence and had not closed at quarter end.
Agreements with other parties for the acquisition of technology for the
telecommunication and e-commerce business sectors are, at the date of
this report, being finalized.
Management of the Company has recently redefined the focus of the
Company as a high-tech development and marketing company, engaged in
identifying, developing, and marketing innovative technology. In the
prior year, the Company had focused primarily on the development, sale
and installation of ecological energy saving technology through its
subsidiaries and associate companies. However, the new management of
the Company recognized that its development program lagged behind
competitors' advances, and during the fourth quarter of 1998, new
management commenced a restructuring process which culminated on
January 6, 1999, at which time GS Telecom embarked upon negotiations
for the strategic acquisition of targeted technologies with a view to
developing technology for the telecommunication and e-commerce business
sectors.
During the fourth quarter of 1998 and the first quarter of 1999, the
Company's management reorganized and effected negotiations to make a
number of acquisitions subsequent to the securement of private
financing in order to increase the technology base, acquire high-tech
products with short term sales revenue capability and create an
infrastructure capable of handling the unification of the acquired
technologies toward the objective of operating a unique and proprietary
high-tech telecommunication and e-commerce network on a world-wide
basis.
The Company's long term objectives via are:
Interests in API and the wholly-owned subsidiaries, GSS and TECC are to
be sold and all legally incurred debt of the wholly owned subsidiaries
repaid. This will facilitate an undiluted focus on the business
objective of the Company, which is the development of a proprietary and
licensed telecommunication and e-commerce network;
The facilitation of an underwriting of the Company's securities--to
facilitate technology acquisition, growth and expansion;
The investment in organizational and expansion costs by the Company in
its new investments.
The implementation of an aggressive Internet platform for the direct
offering of the Company's future
products and services to end users to allow the current infrastructure
to evolve into a fully integrated direct access Internet network; and
The issuance of territorial/industry sector exclusive and non-exclusive
licenses for select Company technologies and products.
Item 6. Exhibits and Reports on Form 8 - K
The following are filed as Exhibits to this Quarterly Report. The numbers refer
to the Exhibit Table of item 601 of regulation S-K; None
b) Reports on Form 8-K filed during the three months
ended
December 31, 1998 (incorporated by reference):
None
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 12, 1999
GS Telecom Limited
/s/ Steven Gillam
------------------------------------
Dr. Steven Gillam, President