UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 ------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from n/a to n/a ------- --------- 000-32749 Commission file number KIWI NETWORK SOLUTIONS INC. (FORMERLY KOALA INTERNATIONAL WIRELESS INC.) ------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada #76-0616468 ------------------------- ----------- (State or other jurisdiction (I.R.S. Employer of organization) Identification No.) 9600 Long Pointe Road, Suite 301, Houston, Texas 77055 ------------------------------------------------------ (Address of principal executive offices) (416) 271-2514 -------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: As of August 16, 2004, the Issuer had 72,669,486 shares of common stock, par value $0.001, and no shares of preferred stock, par value $0.001, issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 8 Plan of Operations 8 Liquidity and Capital Resources 8 Special Note Regarding Forward Looking Statements 8 ITEM 3. CONTROLS AND PROCEDURES PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 9 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 9 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9 ITEM 5. OTHER INFORMATION 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9 SIGNATURES PART I - FINANCIAL INFORMATION Item 1. Financial Statements. - --------------------------------- The accompanying consolidated balance sheets of KIWI Network Solutions Inc. (formerly Koala International Wireless Inc.) (a development stage company) at June 30, 2004 and September 30, 2003, and the related consolidated statements of operations and the consolidated statements of cash flows for the nine months ended June 30, 2004 and June 30, 2003 and for the period August 25, 2000 (inception) to June 30, 2004, have been prepared by KIWI Network Solutions Inc. 's management and they do not include all information and notes to the consolidated financial statements necessary for a complete presentation of the consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated results of operations and consolidated financial position have been included and all such adjustments are of a normal recurring nature. Consolidated operating results for the quarter ended June 30, 2004 are not necessarily indicative of the results that can be expected for the year ending September 30, 2004. The consolidated financial statements as at and for the nine months ended June 30, 2004 have not been reviewed by the Company's Independent Registered Accountants. Management anticipates the Independent Accountants will complete their review and an amended 10-QSB will be filed within ten (10) days of the current filing. KIWI Network Solutions Inc. (formerly Koala International Wireless Inc.) (A Development Stage Company) Consolidated Balance Sheets As at June 30, 2004 and September 30, 2003 (Unaudited) (expressed in U.S. dollars) June 30, September 30, 2004 2003 $ $ Assets Current asset Cash 2,990 60 Fixed assets, net of accumulated depreciation $23,225 (September 30, 2003 $20,351) 16,283 19,157 Shares issued for proposed acquisitions 300,000 0 319,273 19,217 Liabilities and Stockholders' Equity (Deficiency) Current Liabilities Accounts payable and accrued liabilities 557,347 82,623 Due to related parties 165,791 0 723,138 82,623 ------------- --------------- Stockholders' Equity (Deficiency) Preferred shares, par value of $0.001 each 100,000,000 shares authorized; 1,000 0 1,000,000 shares issued and outstanding Common Shares, par value of $0.001 each 500,000,000 shares authorized; 72,669,486 shares issued and outstanding 72,669 51,419 (51,419,486 at September 30, 2003) Additional paid-in capital 21,910,035 6,339,254 Subscription receivable 0 (7,100) 21,983,704 6,383,573 ------------- --------------- Other comprehensive income 4,929 4,851 Deficit accumulated during the development stage (22,392,498) (6,451,830) (403,865) (63,406) ------------- --------------- 319,273 (19,217) (The accompanying notes are an integral part of the consolidated financial statements) KIWI Network Solutions Inc. (formerly Koala International Wireless Inc.) (A Development Stage Company) Consolidated Statements of Operations (Unaudited) (expressed in U.S. dollars) From Three months Nine months August 25, 2000 ended June 30, ended June 30, (Date of Inception) 2004 2003 2004 2003 to June 30, 2004 Expenses Professional fees $ 33,180 $ (4,454) $ 42,101 $ 3,205 $257,926 Depreciation 958 1,200 2,874 3,595 23,225 Rent, office and administration 2,063 36,697 25,926 91,132 214,140 Consulting 0 0 1,826,078 33,000 5,808,628 Stock based compensation (reversal) (3,400,000) 0 13,784,000 0 13,998,660 Directors compensation 6,100 0 6,100 0 956,100 Marketing 4,269 0 7,103 0 200,513 Product development 0 0 0 0 400,496 Financing and due diligence 624 0 1,316 0 74,765 Write-off merger goodwill 0 0 0 0 38,013 Salaries 10,784 0 122,139 0 267,858 Investor relations 0 0 0 0 27,111 Travel and business development 0 1,327 0 0 50,564 Website 0 0 0 0 74,499 3,342,026 34,770 15,817,637 130,932 22,392,498 Income (loss) for the period 3,342,026 (34,770) (15,817,637) (130,932) (22,392,498) - --------------------------------------- ---------------- ---------------- ---------------- ---------------- Income (loss) per share 0.04 (0.01) (0.21) (0.01) - --------------------------------------- ---------------- ---------------- ---------------- ---------------- Weighted Average Number of Shares Outstanding 76,469,486 14,090,090 77,104,705 14,059,750 ---------------- ---------------- ---------------- ---------------- (The accompanying notes are an integral part of the consolidated financial statements) KIWI Network Solutions Inc. (formerly Koala International Wireless Inc.) (A Development Stage Company) Consolidated Statements of Cash Flows (unaudited) (expressed in U.S. dollars) From Three months Nine months August 25, 2000 ended June 30, ended June 30, (Date of Inception) 2004 2003 2004 2003 to June 30, 2004 Cash Flows Used by Operating Activities Net income (loss). . . . . . . . . . . . . . $(3,342,026) $(34,770) $(15,817,635) $(130,932) $(22,392,498) Adjustments to reconcile net income (loss) to net cash used by operating activities Depreciation . . . . . . . . . . . . . . . . 958 1,200 2,874 3,595 23,225 Salaries paid by share issuance. . . . . . . (3,400,000) 0 (3,376,000) 0 (2,413,500) Consulting paid by share issuance. . . . . . 0 0 1,751,000 0 4,229,120 Directors paid by share issuance . . . . . 0 0 0 0 950,000 Other expenses paid by share issuance 0 0 17,160,000 0 18,064,456 Changes in operating assets and liabilities 12,613 33,570 101,822 112,937 1,230,270 ----------- -------- ------------ ------- ---------- Net Cash Used by Operating Activities (44,403) 0 (177,939) (14,400) (308,927) ----------- -------- ------------ ------- ---------- Cash flows from investing activities Fixed assets acquired. . . . . . . . . . . . 0 0 0 0 (39,508) - -------------------------------------------- ----------- -------- ------------ ------- ----------- Net Cash Provided by (used in) Investing Activities 0 0 0 0 (39,508) ----------- -------- ------------ ------- ----------- Cash flows from financing activities Due to related parties . . . . . . . . . . . 42,191 0 165,869 0 165,869 Common stock issued for cash . . . . . . . . 0 0 15,000 14,550 185,556 - --------------------------------------------- ----------- -------- ------------ ------ --------- Net Cash Used by Financing Activities 42,191 0 180,869 14,550 351,425 ----------- -------- ------------ ------ --------- Change in Cash . . . . . . . . . . . . . . . (2,212) 0 2,930 150 2,990 Cash beginning of period . . . . . . . . . . 5,202 150 60 0 0 - -------------------------------------------- ----------- -------- ------------ ----- --------- Cash end of period . . . . . . . . . . . . 2,990 150 2,990 150 2,990 - -------------------------------------------- ----------- -------- ------------ ----- --------- Supplemental Information Cash paid for interest . . . . . . . . . . 0 0 0 0 0 Corporate income taxes paid. . . . . . . . . 0 0 0 0 0 Shares issued to settle debt . . . . . . . . (380,000) 0 (380,000) 0 546,555 Shares issued for acquisition. . . . . . . . . . 0 0 0 0 300,000 - --------------------------------------------------------- -------- ------------ ----- --------- (The accompanying notes are an integral part of the consolidated financial statements) KIWI Network Solutions Inc. (formerly Koala International Wireless Inc.) (a Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Nine Months Ended June 30, 2004 1. ORGANIZATION AND BASIS OF PRESENTATION Urbanesq.com Inc. ("Urbanesq") was incorporated August 25, 2000 under the laws of the Province of Ontario, Canada. Effective October 18, 2001, Urbanesq completed a merger with Koala International Wireless Inc. ("Koala", "the Company"), a public company incorporated in the State of Nevada on August 18, 1999. This merger constituted a reverse takeover of Urbanesq by Koala resulting in the period of operations being reported from the commencement of operations of Urbanesq. These financial statements reflect the acquisition applying reverse takeover accounting whereby the legal parent (Koala) is considered to have been acquired by the legal subsidiary (Urbanesq). Capital stock represents the authorized and issued capital of the legal parent and the dollar amount is that of the legal subsidiary, the ongoing operating company. The consolidated statements of operations and deficit and cash flows represent the results of operations for Urbanesq for the period from October 18, 2001 to June 30, 2004. The Company changed its name to KIWI Network Solutions Inc. ("the Company")on December 23, 2003. All significant inter-company balances and transactions have been eliminated. The Company's business plan is to continue development of the KEEWEE communications device, for which the Company intends to subcontract the production. The base product and the handheld communicator (PDA) have been redefined. The Company intends to contract out the building of the prototype, certification of the prototype and development of the manufacturing of the prototype. 2. DEVELOPMENT STAGE COMPANY Koala acquired a license to market and distribute a product in Maine, New Hampshire and Vermont. This license was cancelled. On February 14, 2000, as a replacement for this license, the Company was granted additional rights to market and distribute vitamins, minerals, nutritional supplements and other health and fitness products in Great Britain. The grantor of the license offered these products for sale from various suppliers on their website. The original license was granted to the Company by a partnership for consideration of 2,000,000 common shares value at $2,000. These shares were paid evenly to the ten partners. The replacement license was granted by the same partnership. The general manager of that partnership was, at the time, the spouse of a former director and officer of the Company. The value of $2,000 and other costs of acquiring the license have been charged to operations. Subsequently, the license was abandoned. In a development stage company, management devotes most of its activities to preparing the business for operations. Planned principal activities have not yet begun. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable operations. There is no guarantee that the Company will be able to raise any equity financing or sell any of its products at a profit. There is, therefore, doubt regarding the Company's ability to continue as a going concern. 3. BASIS OF ACCOUNTING PRESENTATION These unaudited financial statements have been prepared by management on a going concern basis in accordance with accounting principles generally accepted in the United States of America for interim financial information, are condensed and do not include all disclosures required for annual financial statements. This presumes funds will be available to finance on-going development, operations and capital expenditures and the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited financial statements filed as part of the Company's Form 10-SB and Form 10K-SB for the year ended September 30, 2003. In the opinion of the Company's management, these financial statements reflect all adjustments necessary to present fairly the Company's financial position at June 30, 2004 and the results of its operations for the nine months then ended. The results of operations for the nine months ended June 30, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year. The Company has minimal capital resources presently available to meet obligations which normally can be expected to be incurred by similar companies and has accumulated deficit of $$22,392,498 to June 30, 2004. The Company is in the process of negotiating a private placement to provide funds for the completion of the development of the KEEWEE device. Once funding is acquired, and the device is completed, the Company expects to generate revenues from the sale of the device. These factors raise substantial doubt about the Company's ability to continue as a going concern and is dependent on its ability to obtain and maintain an appropriate level of financing on a timely basis and to achieve sufficient cash flows to cover obligations and expenses. The outcome of these matters cannot be predicted. These financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities which might be necessary should the company be unable to continue as a going concern. 4. COMMON STOCK Pursuant to a voluntary share exchange agreement dated October 17, 2001 and effective October 18, 2001, the Company issued 6,500,000 shares of common stock to acquire 100% of the outstanding share capital of Urbanesq.com, Inc., a private Ontario, Canada company. Certain shareholders of the Company in turn surrendered 7,500,000 shares of the Company's common stock to the Company, resulting in 12,500,000 shares of common stock of the Company issued and outstanding as of October 18, 2001. On completion of the acquisition, Urbanesq.com, Inc. became a wholly-owned subsidiary of the Company. Urbanesq was incorporated August 25, 2000, which became the effective date of inception of Koala after the reverse takeover of Urbanesq. During the quarter ended June 30, 2004, the Company cancelled 3,800,000 shares of common stock which had been issued to various suppliers for services rendered, valued at $380,000. During the quarter ended June 30, 2004, the Company cancelled 3,000,000 preferred shares which were valued at $3,400,000 when issued for services rendered prior to March 30, 2004. In August 8, 2004, the Company retired and cancelled the 1,000,000 shares of Series A Preferred Stock originally issued to the Company's former CEO for past services. The shares were retired for no consideration to the holder. Item 2. Management's Discussion and Analysis or Plan of Operation. - --------------------------------------------------------------------------- The following discussion should be read in conjunction with the accompanying unaudited interim consolidated financial statements. Plan of Operations. - -------------------- The Company has not generated any revenues from operations since inception. with the exception of the following, the Company has abandoned its previous intended acquisitions and business strategies. In the Company's judgment, these former projects did not fit in with the Company's new direction or were not commercially feasible. The Company is a consolidator and developer of personal hand held wireless communications devices. The Company, through its joint venture with Torex Technologies Inc., will be offering a series of exclusively licensed devices and is preparing a model for sale and distribution to carriers and internet service providers. In addition, the Company and Torex are converting a series of existing prototype devices. The Company and Torex are designing the current and jointly owned devices to function on cellular 802.11b-g, 802.16(Wimax) and other licensed exempt IFM band. The Company's role is to offer existing certified cellular and other exclusively licensed devices through existing carriers and internet service providers. The Company has completed a Joint Venture Contract with Torex Technologies Inc. ("Torex") of Calgary, Alberta Canada to distribute a series of handheld Canadian Radio and Telecommunications Commission (CRTC) approved and certified devices in Canada and other markets. The devices will be offered to cellular carriers and other Network Operating companies in Canada and other markets on an exclusive basis through the Company in late 2004. Torex has consolidated a series of exclusive devices and handheld wireless communications distribution agreements and has delivered a number of technologies that will accelerate the Company's Device initiatives and the Company's business plan. Torex, as part of this joint venture is coordinating the completion of the Company's proprietary communicator. Torex Technologies Inc. is an OEM system integration and consulting firm and is affiliated with Evolution Research Labs Inc. (ERL) of Calgary, Alberta. The combined Torex/ERL profile provides the Joint Venture with additional technology integration experience and a revenue generating opportunity for the Company and Torex collectively. The Company is currently in discussions with other device centric companies for commercial ventures to continue to implement the business plan. The Company recently announced a contract with Teltek Canada Inc. to supply broadband platform, devices and applications for initial deployment in Kuwait City, Kuwait. The Company is evaluating this contract to determine the viability of the partners and the contract clients, which contracts are conditional to final Board approval. The Company recently announced that it was creating an independent, wholly-owned operating subsidiary called Ibacus Networks Inc. ("Ibacus"). The Company appointed John Rinella as President of Ibacus, whose main responsibility was to raise financing for operations and various acquisitions. Ibacus failed to raise the necessary financing required and Ibacus was dissolved and all technologies were reverted back to the Company. No revenue was recorded for the nine month period ended June 30, 2004 and no revenue has been generated since inception. Net loss for the nine month period ended June 30, 2004 was $15,817,637 compared to a loss of $(130,932) for the nine months ended June 30, 2003. The expenditures reflected in the loss represent the Company's administrative expenses, including maintenance of an office. Liquidity and Capital Resources - ---------------------------------- The Company has been able to pay its expenses and costs through the issuance of common shares as well as loans from directors and other shareholders. The Company cancelled 3,800,000 shares of common stock valued at $380,000 previously issued for accounts payables which arose from services provided to the Company in a prior period. Subsequent to June 20, 2004, the Company raised $50,000 from outside financing. As of June 30, 2004, the Company had a working capital deficiency of $403,865 (at September 30, 2003 $63,406). The Company needs to raise additional funds through the sale of stock or borrowing just to maintain the corporate existence of the Company and to maintain the quotation of the Company's common stock on the OTC Bulletin Board. The Company may not be successful in its efforts to raise equity financing and /or attain profitable operations. There is doubt regarding the Company's ability to continue as a going concern. Special Note Regarding Forward Looking Statements - ------------------------------------------------------ Certain statements in this report and elsewhere (such as in other filings by the company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Item 3. Controls and Procedures (a) Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner. (b) Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ----------------------------- To the Company's knowledge, there are no lawsuits nor were any lawsuits commenced against the Company during the quarter ended June 30, 2004, nor did the Company commence any lawsuits during the same period. Item 2. Changes in Securities and Use of Proceeds. - ---------------------------------------------------------- Changes in Securities - ----------------------- During the nine months ended June 30, 2004 the Company cancelled 3,800,000 shares of common stock valued at $380,000 previously issued for accounts payables which arose from services provided to the Company in a prior period. The Company also cancelled 3,000,000 shares of preferred stock during the quarter ended June 30, 2004 previously issued for services rendered to the Company. Use of Proceeds - ----------------- Not applicable. Item 3. Defaults Upon Senior Securities. - --------------------------------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. - ---------------------------------------------------------------------- None. Item 5. Other Information. - ----------------------------- None. Item 6. Exhibits and Reports on form 8-K. - ------------------------------------------------ Exhibits - -------- None Reports on Form 8-K - ---------------------- Form 8-K filed June 8, 2004 Form 8-K/A filed June 28, 2004 Form 8-K filed August 3, 2004 Form 8-K/A filed August 4, 2004 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KIWI NETWORK SOLUTIONS INC. By: /s/ Elijah James Holmes ------------------------ Elijah James Holmes Interim Chief Executive Officer and Director Date: August 16, 2004 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 W.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Elijah James Holmes, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of KIWI Network Solutions Inc. for the three months ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of KIWI Network Solutions Inc. By: /s/ Elijah James Holmes -------------------------- Name: Elijah James Holmes Title: Interim Chief Executive Officer Date: August 16, 2004 I, Robert Vivacqua, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of KIWI Network Solutions Inc. for the three months ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of KIWI Network Solutions Inc. By: /s/ Robert Vivacqua ------------------ Name: Robert Vivacqua Title: Acting Chief Financial Officer Date: August 16, 2004 302 CERTIFICATION I, Elijah James Holmes, interim Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of KIWI Network Solutions Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 16, 2004 /s/Elijah James Holmes ------------------------ Elijah James Holmes, Interim Chief Executive Officer and Director 302 CERTIFICATION I, Robert Vivacqua, acting Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of KIWI Network Solutions Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 16, 2004 /s/ Robert Vivacqua -------------------- Robert Vivacqua, Acting Chief Financial Officer and Director