-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFM+WyZJWWQfYImPDLs06boYC1XxrrMCaDT0NGaNaX+18xDbdDB2ESTciYuZyWRW u8RzZlZPze43mhx13jQ7uQ== 0001144204-05-019871.txt : 20050624 0001144204-05-019871.hdr.sgml : 20050624 20050624153214 ACCESSION NUMBER: 0001144204-05-019871 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030402 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS AGE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001130131 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 980336674 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31338 FILM NUMBER: 05915042 BUSINESS ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 BUSINESS PHONE: (306) 539-1666 MAIL ADDRESS: STREET 1: 1150 ROSE STREET STREET 2: REGINA CITY: REGINA STATE: A9 ZIP: S49 1Z6 FORMER COMPANY: FORMER CONFORMED NAME: LENNOC VENTURES INC DATE OF NAME CHANGE: 20001215 8-K/A 1 v019837_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 2, 2003 WIRELESS AGE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-313338 98-0336674 State or other jurisdiction of (Commission (IRS Employer Incorporation or organization File No.) Identification No.) 765 15th Sideroad, King City, Ontario, Canada, L7B 1K5 (Address of principal executive offices) (Zip Code) (905) 773-3529 (Registrant's telephone number, including area code) 1150 Rose Street, Regina, Saskatchewan, Canada S49 1Z6 (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): |_| Written communication pursuant to Rule 425 under the Securities Ac (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) TABLE OF CONTENTS Item 2.01 Completion of Acquisition or Disposition of Assets. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits SIGNATURE Item 2.01 Completion of Acquisition or Disposition of Assets. On April 2, 2003, the Registrant filed Form 8-K describing its acquisition of Prime Wireless Corporation ("PWireless"). The Registrant herby amends such Form 8-K to provide audited financial statements and pro-forma financial information with respect to the acquisition of PWireless. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired. 99.1 Financial statements of Prime Wireless Corporation 99.2 Pro Forma Financial information regarding Prime Wireless Corporation (b) Exhibits 23.1 Consent of Auditors. [Signature Page Follows] 2 SIGNATURE 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 hereunto duly authorized. Dated: June 24, 2005 WIRELESS AGE COMMUNICATIONS, INC. By:/s/ Gary N. Hokkanen --------------------------------- Name: Gary N. Hokkanen Title: Chief Financial Officer 3 EX-23.1 2 v019837_ex23-1.txt Exhibit 23.1 MINTZ & PARTNERS LLP INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Amendment Number 1 to the Form 8-K of Wireless Age Communications, Inc. of our report dated May 18, 2005, appearing in the audited financial statements of Prime Wireless Corporation for the years ended December 31, 2002 and 2001. Toronto, Canada June 20, 2005 /s/ MINTZ & PARTNERS LLP - ------------------------------- MINTZ & PARTNERS LLP Chartered Accountant EX-99.1 3 v019837_ex99-1.txt Exhibit 99.1 PRIME WIRELESS CORPORATION FINANCIAL STATEMENTS December 31, 2002 and 2001 (Stated in US Dollars) REPORT OF INDEPENDENT AUDITORS To the Directors, Prime Wireless Corporation We have audited the accompanying balance sheets of Prime Wireless Corporation as of December 31, 2002 and 2001 and the related consolidated statements of operations and retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Prime Wireless Corporation as of December 31, 2002 and 2001 and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles in the United States of America. Toronto, Canada "MINTZ & PARTNERS LLP" May 18, 2005 PRIME WIRELESS CORPORATION BALANCE SHEET December 31, 2002 and 2001 (Stated in US Dollars) - -------------------------------------------------------------------------------- ASSETS 2002 2001 ------- ------- Current Bank $ 836 $ 435 Accounts receivable 22,913 9,454 ------- ------- 23,749 9,889 Property, plant and equipment - Note 4 780 1,096 Due from related parties - Note 3 48,337 11,181 ------- ------- $72,866 $22,166 ======= ======= LIABILITIES Current Accounts payable and accrued liabilities $44,955 $15,878 ------- ------- 44,955 15,878 ------- ------- STOCKHOLDERS' EQUITY Common stock, no par value - Note 5 Unlimited shares authorized 100 shares issue and outstanding 1 1 Retained earnings 27,910 6,287 ------- ------- 27,911 6,288 ------- ------- $72,866 $22,166 ======= ======= SEE ACCOMPANYING NOTES PRIME WIRELESS CORPORATION STATEMENTS OF OPERATIONS for the years ended December 31, 2002 and 2001 (Stated in US Dollars) - -------------------------------------------------------------------------------- 2002 2001 -------- -------- Commission income $ 97,316 $ 49,768 -------- -------- Selling and administrative expenses Advertising and promotion 243 14 Bank charges and interest 227 28 Office and general 4,673 888 Repairs and maintenance 178 -- Telephone and utilities 3,657 1,621 Travel and auto 9,770 1,908 Wages and benefits 43,135 10,765 -------- -------- Total selling and administrative expenses 61,883 15,224 -------- -------- Earnings from operations 35,433 34,544 Amortization 319 191 -------- -------- Earnings before under-noted items 35,114 34,353 -------- -------- Other expenses Foreign exchange losses (gains) 755 (352) -------- -------- Net income before income taxes 34,359 34,705 Income tax 12,736 12,916 -------- -------- Net income $ 21,623 $ 21,788 Retained earnings (deficit) - beginning of year 6,287 (15,501) -------- -------- Retained earnings (deficit) - end of year $ 27,910 $ 6,287 ======== ======== SEE ACCOMPANYING NOTES PRIME WIRELESS CORPORATION STATEMENTS OF CASH FLOW for the years ended December 31, 2002 and 2001 (Stated in US Dollars) - -------------------------------------------------------------------------------- 2002 2001 -------- -------- Operating Activities Net income for the year $ 21,623 $ 21,788 Items not involving cash: Amortization 319 191 -------- -------- 21,942 21,979 -------- -------- Changes in operating assets and liabilities: Accounts receivable (13,459) (8,324) Accounts payable and accrued liabilities 29,073 12,870 -------- -------- Cash provided by operating activities 37,556 26,525 -------- -------- Investing Activities Purchase of property, plant and equipment -- (1,287) -------- -------- Cash (used in) investing activities -- (1,287) -------- -------- Financing Activities Increase in due to/from related parties (37,155) (24,652) -------- -------- Cash (used in) financing activities (37,155) (24,652) -------- -------- Increase in cash during the year 401 586 Cash, beginning of the year 435 (151) -------- -------- Cash, end of the year $ 836 $ 435 ======== ======== SEE ACCOMPANYING NOTES PRIME WIRELESS CORPORATION NOTES TO THE FINANCIAL STATEMENTS December 31, 2002 and 2001 (Stated in US Dollars) - -------------------------------------------------------------------------------- Note 1 Nature of Operations Prime Wireless Corporation ("Prime Wireless") earns sales commissions from direct shipment from Vertex Standard in the United States of America to Canadian wholesale and retail distributors. Note 2 Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these amounts. Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts based on specifically identified amounts that management believes to be uncollectible. The criteria for allowance provision are determined based on historical experience and the Company's assessment of the general financial conditions affecting its customer base. If the Company's actual collections experience changes, revisions to the allowance may be required. Property, plant and equipment Property, plant and equipment are recorded at cost less accumulated amortization. Amortization is provided over estimated useful life of the assets using the following annual rates: Computer hardware 30% declining balance Property, plant and equipment are reviewed for impairment in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", which was adopted effective January 1, 2002. Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value. Prime Wireless Corporation Notes to the Financial Statements December 31, 2002 and 2001 (Stated in US Dollars) -------------------- Income Taxes The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"("FAS 109") which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Foreign Currency Translation The functional currency of the Company is Canadian dollars, which has been translated into US dollars, the reporting currency, in accordance with Statement of Financial Accounting Standards No. 52 "Foreign Currency Translation". Assets and liabilities are translated at the exchange rate at the balance sheet date and revenue and expenses are translated at the exchange rate at the date those elements are recognized. Any translation adjustments resulting are not included in determining net income but are included in other comprehensive income. Note 3 Due from related parties Amounts due from related parties are non interest bearing with no specific terms of repayment. Amounts due from related at December 31, 2002 and 2001 were as follows: 2002 2001 ------------------------ Simmonds Capital Limited 16,421 10,944 Trackpower (4,404) 237 Pivotal Self-Service 25,254 - Prime Battery Products Ltd. 11,066 - ------------------------ 48,337 11,181 ======================== Note 4 Property, Plant and Equipment 2002 2001 ------------------------------------ -------- Accumulated Cost Amortization Net Net Computer hardware $ 1,287 $ 507 $ 780 $ 1,096 --------- ------------ ------- -------- $ 1,287 $ 507 $ 780 $ 1,096 ========= ============ ======= ======== Prime Wireless Corporation Notes to the Financial Statements December 31, 2002 and 2001 (Stated in US Dollars) -------------------- Note 5 Capital Structure Capital Stock The Company is authorized to issue an unlimited number of common shares. Voting Rights The holders of shares of common stock are entitled to receive notice of, attend and vote at all meetings of stockholders. Each share of common stock carries one vote at such meetings. EX-99.2 4 v019837_ex99-2.txt Exhibit 99.2 WIRELESS AGE COMMUNICATIONS, INC. PRO-FORMA INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2002 (in US dollars)
Wireless Age Prime Communications Wireless Pro-forma Inc. Corporation Adjustments Pro-forma Product Sales - product 1,267,573 -- -- 1,267,573 Cost of sales - product 1,075,398 -- -- 1,075,398 --------------------------------------------- ------------ Gross profit - product 192,175 -- -- 192,175 Commissions, residuals and royalties 464,375 97,316 -- 561,691 --------------------------------------------- ------------ Gross profit 656,550 97,316 -- 753,866 Selling and administrative expenses 626,546 61,883 -- 688,429 --------------------------------------------- ------------ Earnings from operations 30,004 35,433 -- 65,437 Amortization 69,174 319 -- 69,493 Interest expense 25,596 -- -- 25,596 --------------------------------------------- ------------ Earnings (loss) before under-noted items (64,766) 35,114 -- (29,652) Other expenses Foreign exchange losses (gains) (9,621) 755 -- (8,866) Loss on settlement of claim 13,432 -- -- 13,432 Gain on disposal of capital assets (34,460) -- -- (34,460) Management fees (25,477) -- -- (25,477) Other (income) (5,874) -- -- (5,874) --------------------------------------------- ------------ (62,000) 755 -- (61,245) --------------------------------------------- ------------ Earnings (loss) before non-controlling interest and income taxes (2,766) 34,359 -- 31,593 Non-controlling interest 2,191 -- -- 2,191 --------------------------------------------- ------------ Earnings (loss) before income taxes (575) 34,359 -- 33,784 Income taxes 20,480 12,736 -- 33,216 --------------------------------------------- ------------ Earnings (loss) for the year (21,055) 21,623 -- 568 ============================================= ============ Loss per share (0.00) 0.00 ============================= ============ Weighted average number of common shares outstanding 10,291,175 1,500,000 11,791,175 ============================= ============
WIRELESS AGE COMMUNICATIONS, INC. PRO-FORMA INCOME STATEMENT FOR THE PERIOD ENDED MARCH 31, 2003 (in US dollars) Wireless Age Prime Pro-forma Pro-forma Communications Wireless Adjustments Inc. Corporation (Jan 1 - Mar 31) (Jan 1 - Mar 12) (Jan 1 - Mar 31) Product Sales - product 954,097 -- -- 954,097 Cost of sales - product 700,704 -- -- 700,704 ---------------------------------------------- ------------ Gross profit - product 253,393 -- -- 253,393 Commissions, residuals and royalties 454,727 26,338 -- 481,065 ---------------------------------------------- ------------ Gross profit 708,120 26,338 -- 734,458 Selling and administrative expenses 572,557 11,211 -- 583,768 ---------------------------------------------- ------------ Earnings from operations 135,563 15,127 -- 150,690 Amortization 55,200 48 -- 55,248 Interest expense 13,984 -- -- 13,984 ---------------------------------------------- ------------ Earnings (loss) before under-noted items 66,379 15,079 -- 81,458 Other expenses Foreign exchange losses (gains) 36,749 -- -- 36,749 Loss on forgiveness of debt -- 77,777 -- 77,777 Management fees (14,724) -- -- (14,724) Other (income) 540 -- -- 540 ---------------------------------------------- ------------ 22,565 77,777 -- 100,342 ---------------------------------------------- ------------ Earnings (loss) before non-controlling interest and income taxes 43,814 (62,698) -- (18,884) Non-controlling interest (1,339) -- -- (1,339) ---------------------------------------------- ------------ Earnings (loss) before income taxes 42,475 (62,698) -- (20,223) Income taxes 23,174 -- -- 23,174 ---------------------------------------------- ------------ Earnings (loss) for the year 19,301 (62,698) -- (43,397) ============================================== ============ Earnings (loss) per share 0.00 (0.00) ============================= ============ Weighted average number of common shares outstanding 15,554,105 1,500,000 17,054,105 ============================= ============
WIRELESS AGE COMMUNICATIONS, INC. NOTES TO THE PRO-FORMA FINANCIAL STATEMENTS DECEMBER 31, 2002 and March 31, 2003 Note 1 BASIS OF PRESENTATION The accompanying pro-forma financial statements give effect to the acquisition of Prime Wireless Corporation ("PWireless") by Wireless Age Communications, Inc. ("Wireless") on March 13, 2003. The unaudited pro-forma financial statements of Wireless included herein have been prepared by management of Wireless in accordance with the generally accepted accounting principles of the United States of America. They have been prepared from information derived from the March 31, 2003 (unaudited) and the December 31, 2002 (audited) financial statements of Wireless and the March 12, 2003 (unaudited) and the December 31, 2002 (audited) financial statements of PWireless, together with other information available to the corporations. The financial statements of Wireless at March 31, 2003 include the operating results of PWireless from the date of acquisition. In the opinion of management of Wireless, these unaudited pro-forma financial statements include all the adjustments necessary for fair presentation of the acquisition of PWireless by Wireless as described below. The unaudited pro-forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Wireless and PWireless referred to above and included elsewhere in this Form 8-K/A. The Wireless unaudited pro-forma balance sheet has not been provided since this transaction occurred on March 13, 2003 and the acquisition has been recorded in the March 31, 2003 10QSB previously filed. The unaudited pro-forma financial statements of operations gives the effect to the acquisition of PWireless as if it had occurred at the start of the fiscal period beginning on January 1, 2002. These unaudited pro-forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the combination and related transactions had actually occurred on those dates. PWireless is a Canadian company, however the financial statements of PWireless were prepared in accordance with generally accepted accounting principles from the United States. The financial statements of PWireless have been converted from Canadian dollars ("CDN") to United States dollars ("US") as follows: - Revenue and expenses for the one year period ended December 31, 2002 at the average rate of exchange in effect for the period of one Canadian dollar equals $0.636797 US. - Revenue and expenses for the three month period ended March 31, 2003 at the average rate of exchange in effect for the period of one Canadian dollar equals $0.755368 US. Note 2 BUSINESS ACQUISITIONS PRIME WIRELESS CORPORATION On March 13, 2003, Wireless acquired all of the issued and outstanding common shares of Prime Wireless Corporation in exchange for 1,500,000 shares of Wireless. The consolidated financial statements of Wireless include the operating results of PWireless from the date of acquisition on March 13, 2003. The aggregate purchase price was $390,000 representing 1,500,000 common shares. The business combination is accounted for using the purchase method. The fair value of the assets and liabilities acquired are as follows: Current assets 14,382 Capital assets 1,131 Intangible assets 284,500 Goodwill 111,337 Current liabilities (21,350) --------- Net assets acquired at fair values $ 390,000 ========= Total consideration: 1,500,000 common shares of the Company $ 390,000 ========= The excess of purchase price over net assets acquired amounted to $395,837. Of this amount $284,500 has been assigned to intangible assets that are not subject to amortization and represents primarily the vendor agreement. The remaining $111,337 was assigned to goodwill. Note 3 PRO-FORMA ADJUSTMENTS The unaudited pro-forma financial statements do not contain any pro-forma adjustments since no inter-company or similar transactions occurred during the period. Note 4 PRO-FORMA BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Pro-forma basic and diluted earnings (loss) per share has been calculated using the historical weighted average number of shares previously reported and amended as if the pro-forma common shares of Wireless issued pursuant to the acquisition have been outstanding since the beginning of the periods. Diluted earnings per share include potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. -----END PRIVACY-ENHANCED MESSAGE-----