SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2002
American Electric Automobile Company, Inc.
(State or Other Jurisdiction of Incorporation)
0-29657 33-0727323
(Commission File Number) (IRS Employer Identification No.
7270 Woodbine Avenue, Suite 200, Markham, Ontario L3R 4B9
(Address of Principal Executive Offices) (Zip Code)
(905) 947-9925
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control Of Registrant.
On April 22, 2002, the Company purchased all of the issued and outstanding shares of Cyper Entertainment Inc. from various shareholders in exchange for 20,000,000 restricted shares of the Company. Duk Jin Jang, who was the controlling shareholder of Cyper Entertainment Inc., now owns 30% of the voting securities of the Company. The Company now has 30,389,151 shares issued and outstanding.
Item 2. Acquisition or Disposition of Assets.
On April 22, 2002, the Company completed the purchase 100% of the shares of Cyper Entertainment Inc. in exchange for 20,000,000 restricted common shares of the Company. The number of shares issued to acquire Cyper was in consideration of a value of $0.05 per share, a value which was confirmed in an independent third party business evaluation prepared with respect to Cyper. The shares of Cyper were purchased from numerous shareholders including Duk Jin Jang, the majority shareholder.
Cyper Entertainment Inc., located in Seoul, Korea, is a 3D Digital Animation Production company providing services to the television, commercial and film industries. Cyper was established in January 2000 and currently has approximately 47 employees. Cyper's intention is to establish a North American subsidiary whereby it can stage its advance into the North American market.
The Board elected to complete the acquisition of Cyper after considering a number of other acquisitions because the Board determined that Cyper had good potential of becoming a profitable business at a reasonable capital cost.
In order to effectively proceed with the operations of Cyper, the Company must obtain financing and will be approaching financial institutions and attempting to secure equity financing. However, there is no guarantee that such financing will be forthcoming.
Item 7. Financial Statements and Exhibits.
The audited financial statements of Cyper Entertainment Inc. for the fiscal years ended December 31, 2000 and December 31, 2002 are attached as Exhibit A. Pro forma financial statements as of December 31, 2001 and for the year ended December 31, 2001 are attached as Exhibit B.
Exhibit No. |
Exhibit |
10 |
Share Exchange Agreement between the Company and Cyper Entertainment Co., Ltd. |
24 |
Consent of Young WHA Ernst and Young International |
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 hereunto duty authorized.
AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. |
|
Date: May 16, 2002 |
By: /s/ Pierre Quilliam |
Pierre Quilliam, President |
|
Date: May 16, 2002 |
By: /s/ Stephen Cohen |
Stephen Cohen, Secretary/Treasurer |
Exhibit A
CYPER ENTERTAINMENT CO., LTD.
FINANCIAL STATEMENTS
Years ended December 31, 2001 and 2000
with
INDEPENDENT AUDITOR'S REPORT
YOUNG WHA
ERNST and YOUNG INTERNATIONAL
Independent Auditor's Report
The Board of Directors and Stockholders
Cyper Entertainment Co., Ltd.
We have audited the accompanying balance sheet of Cyper Entertainment Co., Ltd. (the " Company") as of December 31, 2001 and 2000 and the related statement of income, disposition of deficit and cash flow for the years then ended, all expressed in Korean won, These financial statements are the responsibility of Cyper Entertainment co., Ltd.'s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our review in accordance with the auditing standards generally accepted in the Republic of Korea. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, expressed in Korean won, present fairly, in all material respects, the financial position of Cyper Entertainment Co., Ltd. as of December 31, 2001 and 2000, and the results of its operations, disposition of undisposed accumulated deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the Republic of Korea.
We have also reviewed the translation of the 2001 financial statements referred to above into United States dollar amounts on the basis described in Note 1. Based on our review, such financial statements have been properly translated on such basis. The United States dollar amounts are presently translated on such basis. The United States dollar amounts are presently solely for the convenience of the reader.
Without qualifying our opinion, we draw attention to Note 14 to the financial statements. Which states that the operations of the Company have been affected, and may continue to be affected for the foreseeable future, by the general unstable economic conditions in the Republic of Korea and in the Asis Pacific region. The ultimate effect of these uncertainties on the financial position of the Company as of the balance sheet date cannot presently be determined.
The accompanying financial statements are not intended to present the financial position and results of operations in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than the Republic of Korea. The procedures and practices utilized in the Republic of Korea to audit such financial statements may differ from those generally accepted and applied in other countries and jurisdictions. Accordingly, this report and the accompanying financial statements are not intended for use by those who are not informed about Korean accounting principles or auditing standards and their application in practice.
March 9, 2002
CYPER ENTERTAINMENT CO., LTD.
BALANCE SHEET
Years ended December 31, 2001 and 2000
U.S. dollars |
|||
in thousands |
|||
Korean Won in thousands |
(Note 1) |
||
Assets |
2001 |
2000 |
2001 |
Current assets: |
|||
Cash and cash equivalents (Note 2) |
W 51,484 |
W 369,733 |
$ 39.2 |
Short term financial instruments (Note 3) |
10,000 |
- |
7.6 |
Accounts and notes receivable (note 14): |
11,930 |
- |
9.1 |
Inventories |
- |
- |
- |
Advance payments |
24,752 |
92,417 |
18.8 |
Prepaid expenses |
446 |
13,623 |
0.3 |
Other |
7,189 |
15,881 |
5.5 |
Total current assets |
105,801 |
491,654 |
80.5 |
Investments and other assets |
|||
Long-term financial instruments |
35,539 |
7,940 |
27.1 |
Lease keymoney deposit |
64,000 |
281,605 |
48.7 |
Deferred income tax assets (Note 17) |
354,511 |
169,352 |
269.9 |
Total investments and other assets |
454,050 |
458,897 |
345.7 |
Property, plant and equipment (Note 7): |
|||
Machinery and equipment |
940,585 |
940,585 |
716.1 |
Vehicles |
34,021 |
34,021 |
25.9 |
Furniture and fixtures |
223,805 |
568,895 |
170.4 |
1,198,411 |
1,543,501 |
912.4 |
|
Less accumulated depreciation |
(228,997) |
(122,724) |
-174.3 |
Property, plant and equipment, net |
969,414 |
1,420,777 |
738.0 |
Intangible assets, net of amortization: |
|||
3D Animation (Note 6) |
1,787,505 |
360,000 |
1,360.9 |
Other |
329 |
659 |
0.3 |
1,787,834 |
360,659 |
1,361.1 |
|
Total assets |
W 3,317,099 |
W 2,731,987 |
$ 2,525.4 |
(Continued)
See accompanying notes and accountants' review report.
CYPER ENTERTAINMENT CO., LTD.
BALANCE SHEET (CONT'D)
Years ended December 31, 2001 and 2000
U.S. dollars |
|||
in thousands |
|||
Korean Won in thousands |
(Note 1) |
||
Liabilities and Stockholders' Equity |
2001 |
2000 |
2001 |
Current Liabilities: |
|||
Short-term borrowings (Note 8) |
W 135,000 |
W 135,000 |
$ 102.8 |
Accounts and notes payable - other |
161,800 |
271,607 |
123.2 |
Accrued income taxes (note 12): |
58,426 |
9,970 |
44.5 |
Current portion of long-term debt (Note 8) |
300,000 |
0 |
228.4 |
Accrued expenses |
609,990 |
181,592 |
464.4 |
Total Current liabilities: |
1,265,216 |
578,169 |
963.2 |
Long-term liabilities |
|||
Long-term debt (Note 8) |
0 |
300,000 |
- |
Convertible bond |
980,000 |
980,000 |
746.1 |
Long-term accrued interest expenses (Note 8) |
74,602 |
1,007 |
56.8 |
Severance and retirement benefits (Note 9) |
75,984 |
0 |
57.8 |
Other debt |
642,879 |
454,132 |
489.4 |
Total long-term liabilities |
1,773,465 |
1,735,139 |
1,350.2 |
Total liabilities |
3,038,681 |
2,313,308 |
2,313.4 |
Stockholders' equity (Note 11): |
|||
Authorized - 50,000,000 shares |
|||
Issued and outstanding; |
|||
Common stock - W500 par shares; |
617,500 |
592,500 |
470.1 |
1,235,000 shares in 2001 and 1,185,000 shares in 2000 |
|||
Capital surplus; |
|||
Paid-in capital in excess of par value |
424,062 |
249,529 |
322.8 |
Retained earnings; |
|||
Undisposed accumulated deficit |
763,144 |
423,350 |
581.0 |
|
|
- |
|
Total stockholders' equity |
278,418 |
418,679 |
212.0 |
Total liabilities and stockholders' equity |
W 3,317,099 |
W 3,317,099 |
$ 3,317,099 |
See accompanying notes and accountants' review report.
CYPER ENTERTAINMENT CO., LTD.
STATEMENTS OF INCOME
Years ended December 31, 2001 and 2000
U.S. dollars |
|||
in thousands |
|||
Korean Won in thousands |
(Note 1) |
||
2001 |
2000 |
2001 |
|
Net sales (Note 14) |
W 224,209 |
W 601,315 |
$ 170.7 |
Cost of sales (Notes 14) |
252,853 |
779,207 |
192.5 |
Gross loss |
(28,644) |
(177,892) |
-21.8 |
Selling, general and administrative expenses |
559,613 |
399,925 |
426.0 |
Operating loss |
(588,257) |
(577,817) |
-447.9 |
Other income: |
|||
Interest expense |
191 |
205 |
0.1 |
Gain on exemption of debts |
490,681 |
0 |
373.6 |
Miscellaneous |
5,195 |
6,763 |
4.0 |
Total other income |
496,067 |
6,968 |
377.7 |
Other expenses: |
|||
Interest expense |
135,864 |
19,876 |
103.4 |
Loss on amortazation of intangible assets |
0 |
1,838 |
- |
Loss on disposition of tangible assets |
290,681 |
- |
221.3 |
Miscellaneous |
6,217 |
139 |
4.7 |
Total other expenses |
432,762 |
21,853 |
329.5 |
Loss before income taxes |
(524,952) |
(592,702) |
-399.7 |
Provision for income taxes (Note 12) |
(185,158) |
(169,352) |
-141.0 |
Net loss |
W (339,794) |
W (423,350) |
-258.7 |
Per share amounts (Korean won in units) (Note 13): |
|||
Ordinary earnings per share |
W (-)562 |
W (-)586 |
$ (-)0.43 |
Earnings per share |
(-)281 |
(-)586 |
(-)0.20 |
See accompanying notes and accountants' review report.
CYPER ENTERTAINMENT CO., LTD.
STATEMENTS OF DISPOSITION OF DEFICIT
Years ended December 31, 2001 and 2000
U.S. dollars |
|||
in thousands |
|||
Korean Won in thousands |
(Note 1) |
||
2001 |
2000 |
2001 |
|
Accumulated deficit before deposition |
W |
W |
$ |
Undisposed accumulated deficit |
|||
carried over from prior years |
423,350 |
423,350 |
322.3 |
Net loss |
339,794 |
423,350 |
258.7 |
763,144 |
581.0 |
||
Disposition |
- |
- |
- |
Undisposed accumulated deficit to be |
|
|
|
carried forward to next year |
W 763,144 |
W 423,350 |
$ 581.0 |
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
1. Organization and business
Cyper Entertainment Co., Ltd. (the "Company") was incorporated in 2000 in accordance with the laws of the Republic of Korea, to manufacture and distribute 3D digital animation, multi media, and entertainment related products. The Company's head office is located in Seoul, Korea.
Mr. Duk-Jin Jang, the president of the Company and largest shareholder, owns 51.30% of the Company's outstanding shares.
2. Basis of interim financial statements and summary of significant accounting policies
Basis of financial statements - The Company maintains its official accounting records in Korean won prepares its statutory financial statements in conformity with accounting principles generally accepted in the Republic of Korea ("Korean GAAP"), which may differ from accounting principles generally accepted in countries and jurisdictions other than the Republic of Korea. Accordingly, the accompanying financial statements are not intended for use by those who are not informed about Korean GAPP and their application in practice.
For the convenience of the reader, in preparing the accompanying financial statements, certain reclassifications, and changes in statement format and extent of disclosures have been made to the financial statements issued in the Korean language for domestic statutory purposes. Certain supplementary information included in the statutory Korean language financial statements, but not required for a fair presentation of the Company's financial position, results of operations and cash flows, is not presented in the accompanying financial statements.
Basis of translation the financial statements - For the convenience of the reader, the 2001 financial statements, expressed in Korean won, have been translated into United States dollar amounts at the exchange rate of W 1313.5 to US$1, the average middle exchange rate for trading on December 31, 2001. Such translation should not be construed as a representation that any or all of amounts stated in Korean won could have been converted into United Stated dollars at this or any other rate.
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
2. Basis of interim financial statements and summary of significant accounting policies (cont'd)
Cash equivalents - Marketable securities and short-term financial instruments with original maturities of three months or less, and which are easily converted into cash and which have no significant risk of loss in value by interest rate fluctuations, are considered as cash equivalents.
Allowance for doubtful accounts - The Company provides an allowance for doubtful accounts in consideration of estimated losses that may arise from non-collection of its receivables. The estimate of losses is based on the estimated collectibles of receivables and historical bad debts experience.
Inventories - Finished goods and work-in process are valued at production costs, plus incidental expenses, determined using total average cost method.
Property, plant and equipment - Property, plant and equipment are stated at cost. Expenditures that enhance the value or extend the lives of assets are capitalized as additions to property, plant and equipment. Maintenance and repairs are expensed in the year in which they are incurred.
Depreciation of tangible asset is computed using the straight-line method, based on the following estimated useful lives:
Useful lives
Machinery and equipment |
10 years |
Vehicles |
5 |
Furniture and fixtures |
5 |
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
2. Basis of interim financial statements and summary of significant accounting policies (cont'd)
3D Animation - 3D Animation, manufactured by computer graphic, is stated at production cost. The production cost of 3D Animation is transferred to cost of goods manufactured equal amount to recognized sales of current term in proportion to total expected sales of related project and the residual production cost is annually assessed by possibility of realization in the future.
Intangible assets - Intangible assets, organizing cost, is amortized over 3 years using the straight-line method.
Convertible bonds - Convertible bond is recorded in the Company's accounts using the same method with debentures. Interest expense is calculated using effective interest rate which makes present value of cash flow of the principle and interest (including redemption premium) equal to market value of a bond and redemption premium interest is recorded in long-term accrued interest expense.
Severance and retirement benefits - In accordance with the Company's regulations, employees and directors with more than one year of service are entitled to severance and retirement benefits upon termination of their employment based on years of service, rates of pay in effect at the time of termination and certain other factors. The annual provision is sufficient to state the estimated obligation arising from services performed to and at rates of pay in effect at the balance sheet date. Funding of this liability is not required by Korean law.
Basis of revenue recognition - Sales of finished goods is to be recognized when goods are sold and delivered. Revenues related to pre-contract sales are recognized using the percentage-of-completion method.
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
2. Basis of interim financial statements and summary of significant accounting policies (cont'd)
Income taxes - Korean GAAP requires the recognition of deferred tax assets and liabilities arising from temporary differences between the financial reporting and tax reporting bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates which are expected to be applied to taxable income in the period such temporary differences are expected to be recovered or settled.
Per share amounts - Ordinary earnings and earnings per share of common stock are computed by dividing ordinary income and net income by the weighted average number of shares of common stock issued and outstanding during the period (1,235,000 shares in 2001 and 1,185,000 shares in 2000). Ordinary earnings per share is also required to be disclosed and is computed by reversing the effect of extraordinary items (net of the effect of income taxes), if any.
Use of estimates - The preparation of financial statements in conformity with Korean GAAP requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
As of December 31, 2001, W10, 000 thousand (US$7.6 thousand) of short-term financial instruments have been provided as collateral in connection with short-term borrowings.
4. Ordinary development costs
Ordinary development expenses amounting to W104, 929 thousand (US$79.4 thousand) and W100, 138 thousand (US$76.2 thousand) for the periods ended December 31, 2001 and 2000, respectively, were charged to current operations.
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
5. Insurance
Machinery and equipments are insured against fire and other casualty damage for up to W 750,000 thousand (US$571thousand) as of December 31, 2001.
6. Borrowings and guarantees
Borrowings as of December 31, 2001 and 2000 are as follows:
Korean won in thousands |
U.S dollars In thousands |
|||||||||
Type |
Interest rates |
2001 |
2000 |
2001 |
||||||
Short-term borrowings |
||||||||||
Industrial Bank |
10.20% |
W 35,000 |
W 35,000 |
$ 26.6 |
||||||
Hanna Bank |
7.85% |
50,000 |
50,000 |
38.1 |
||||||
Hanna Bank |
- |
- |
30,000 |
- |
||||||
Nice storm media |
- |
50,000 |
38.1 |
|||||||
W 135,000 |
W 115,000 |
$ 102.8 |
||||||||
Long-term debt |
7.85% |
W 300,000 |
W 300,000 |
228.4 |
||||||
Hanna Bank |
||||||||||
Less: Current portion of long-term debt |
300,000 |
- |
- |
|||||||
|
- |
W 300,000 |
$ 228.4 |
In connection with the repayment of above long-term debt, the Company's tangible assets have been mortgaged to the bank as security to the extent of W 300,000 thousand (US$ 228.4 thousand). And Korea Technology Credit Guarantee Fund has issued a guarantee on behalf of the Company for up to W297, 500 thousand (US$ 226.5thousand) to the bank.
Bank deposit amounting to W10, 000 thousand (US$ 7.6 thousand) at December 31, 2001 have been deposited with banks as security for short-term debt
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
7. Convertible bond
As of December 31, 2001and 2000, the convertible bond is as follows:
Description |
Issue date |
Expiration date |
Stated interest rate |
|
Korean won In thousand |
U.S dollars In thousands |
||||
Convertible bond |
2000.12.26 |
2003.12.26 |
2.0% |
W980,000 |
US$746.1 |
The conditions of issuance are as follows:
Description |
Conditions of issuance |
|
Stated interest rate |
2.0% |
|
Yield to maturity |
9.5% |
|
Convertible periods |
2000.12.26∼2003.12.26 |
|
Kind of stock to be issued |
Common stock |
|
Conversion price |
W3,500(US$2.66) Per share |
8. Severance and retirement benefits
Changes in severance and retirement benefits for the year ended December 31, 2001 are as follows.
Beginning balance at January 1, 2001 |
W - |
|
Payments |
- |
|
Provision |
75,984 |
|
Ending balance at December 31, 2001 |
75,984 |
|
Entitled amount by Korean Labor standard laws |
W 75,984 |
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
9. Stockholders' equity
As of December 31, 2001, the authorized common shares and the outstanding common shares are 50,000,000 and 1,235,000 shares, respectively with par value of .500
As of December 31, 2001, the ownership of the Company's is as follows:
Name of stockholders |
Number of shares |
Ownership (%) |
||
Duk-Jin Jang |
633,600 |
51.30 |
||
Chin-Kwon Jeong |
80,000 |
6.48 |
||
FMG Co., Ltd. |
60,000 |
4.86 |
||
Others |
461,400 |
37.36 |
||
Total |
1,235,000 |
100.00 |
10. Income taxes
The Company is subject to corporate income tax, including resident surtax, at the aggregate rates of 17.6% on taxable income up to W100,000 thousand and 30.8% on taxable income in excess of W100,000 thousand.
Reconciliations between income before income taxes for financial reporting purposes and taxable income for corporate income tax reporting purposes are summarized as follows (Korean won in thousands):
Description |
2001 |
2000 |
||
Income before income taxes as per the financial statements |
W (-)524,951 |
W (-)592,703 |
||
Permanent difference |
- |
- |
||
Temporary differences: |
||||
Severance and retirement benefits |
75,919 |
- |
||
75,919 |
- |
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
10. Income taxes (cont'd)
Description |
2001 |
2000 |
||
Taxable income |
W (-)449,032 |
W (-)592,703 |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. Significant changes in cumulative temporary differences for the period ended December 31, 2001 are as follows: (Korean won in thousand)
Korean won in thousands |
||||||
Description |
Beginning balances |
Increase/ (decrease) |
Ending balances |
|||
Severance and retirement benefits |
- |
75,919 |
75,919 |
The Deferred tax credits as of the year ended December 31, 2001 is as follows:
Description |
Korean won in thousand |
U.S. Dollars In thousands |
|
Accumulated temporary difference |
W 75,984 |
$ 57.8 |
|
Undisposed deficit |
1,117,655 |
850.9 |
|
W 1,193,573 |
$ 908.7 |
||
Tax rate (future) |
29.7% |
29.7% |
|
Deferred tax asset |
W 354,491 |
$ 269.9 |
The effective income tax rates for the years ended December 31, 2001 and 2000 are (-) 35.0% and (-) 28.6%, respectively.
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
11. Per share amounts
Ordinary earnings per share and earnings per share for the periods ended December 31, 2001 and 2000 are computed as follows (Korean won and shares in units):
Description |
2001 |
2000 |
||
Net income |
W (-)339,813,150 |
W (-)423,350,203 |
||
(+)Extraordinary loss |
- |
|||
(-)Extraordinary income |
490,681,375 |
- |
||
(+)Income tax espense on extraordinary income |
151,129,863 |
|||
Ordinary income |
(-)679,345,285 |
(-)423,350,203 |
||
Weighted average number of shares of common stock |
1,209,109 |
722,657 |
||
Ordinary earnings per share |
W (-)562 |
W (-) 586 |
||
Earnings per share |
W (-)281 |
W (-) 586 |
12. Financial data for the calculation of added value
The accounts and amounts which are required to be disclosed in connection with the calculation of the added value of the Company's operations for the periods ended December 31, 2001 and 2000 are as follows:
Korean won in thousands |
||||
Description |
2001 |
2000 |
||
Salary |
W 1,219,135 |
W 628,551 |
||
Severance and retirement benefits |
75,984 |
- |
||
Other employee benefits |
28,819 |
37,826 |
||
Rent |
335,491 |
127,007 |
||
Taxes and dues |
11,391 |
7,467 |
||
Depreciation |
227,176 |
122,725 |
||
W 1,897,996 |
W 923,576 |
CYPER ENTERTAINMENT CO., LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
13. Stock options
The Company may provide stock options within 20% of the total outstanding shares for officers and employees under the provision of article 16, paragraph 3 of the Working Act on Supporting Venture Companies. However, the Company has not issued any stock options as at December 31, 2001.
14. Korean economy
Beginning in 1997, the Republic of Korean and other countries in the Asia Pacific region experienced a severe contraction in substantially all aspects of their economies. This situation is commonly referred to as the 1997 Asian financial crisis. In response to this situation, the Korean government and the private sector began implementing structural reforms to historical business practices.
The Korean economy continued to experience difficulties, particularly in the areas of restructuring private enterprises and reforming the banking and financial services industry. The Korean government continues to apply pressure to Korean companies to restructure into more efficient and profitable firms. The banking and financial services industry is currently undergoing forced consolidations and significant uncertainty exists with regard to the availability of financing. The Company's operating plans call for obtaining certain amounts of short-term financing during the coming year. If such financing is not available, the Company may be required to make significant changes to its operating plans.
The accompanying financial statements reflect management's current assessment of the impact to date of the economic situation on the financial position of the Company. Actual results may differ materially from management's current assessment.
EXHIBIT B
AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC.
PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 2001
ASSUMING PURCHASE OF CYPER ENTERTAINMENT CO., LTD.
ON DECEMBER 31, 2001 (UNAUDITED)
Pursuant to Item 310(d)(2)(ii) of Regulation S-B, set forth below is a pro forma balance sheet of American Electric Automobile Company, Inc. (the "AEAC") giving effect to the acquisition of Cyper Entertainment Co., Ltd. ("Cyper") as of December 31, 2001, the most recent balance sheet filed by AEAC pursuant to Item 310(a) or (b). The pro forma balance sheet reflects the combined consolidated balance sheets of AEAC and Cyper as of December 31, 2001 after giving effect to adjustments reflecting the consideration paid by AEAC and the elimination of intercompany accounts.
AEAC (12/31/01) |
Cyper (12/31/01) |
AEAC (Pro Forma) |
|
Assets |
|||
Current Assets |
|||
Cash |
$ 655 |
$ 39,200 |
39,855 |
Short term financial instruments |
-- |
7,600 |
7,600 |
Accounts Receivable |
-- |
9,100 |
9,100 |
Advance payments |
-- |
18,800 |
18,800 |
Prepaid expenses |
-- |
300 |
300 |
Other |
-- |
5,500 |
5,500 |
Advances rec - related party |
47,823 |
-- |
47,823 |
Total Current Assets |
48,478 |
80,500 |
128,978 |
Investments and other assets |
|||
Long-term financial instruments |
-- |
27,100 |
27,100 |
Lease keymoney deposit |
-- |
48,700 |
48,700 |
Deferred income tax assets |
-- |
269,900 |
269,900 |
Total investments and other assets |
345,700 |
345,700 |
|
Property and Equipment |
|||
Machinery and Equipment |
-- |
716,100 |
716,100 |
Vehicles |
-- |
25,900 |
25,900 |
Furniture and fixtures |
5,474 |
170,400 |
175,874 |
5,474 |
912,400 |
917,874 |
|
Less: Accum. Dep. |
0 |
(174,300) |
(174,300 |
Total Property and Equipment, net |
5,474 |
738,000 |
743,474 |
Intangible Assets, net of amortization |
|||
3D Annimation |
0 |
1,360,900 |
1,360,900 |
Other assets |
682 |
300 |
982 |
Total Intangible Assets |
682 |
1,361,100 |
1,361,782 |
Total Assets |
$ 54,634 |
$ 2,525,400 |
$ 2,580,034 |
Liabilities and Stockholders' Deficit |
|||
Current Liabilities |
|||
Accounts payable and accrued expenses |
$ 145,101 |
$ 587,600 |
$ 732,701 |
Current portion of long-term debt |
-- |
228,400 |
228,400 |
Due to affiliate/related parties |
59,197 |
-- |
59,197 |
Short-term borrowings |
-- |
102,800 |
102,800 |
Accrued income taxes |
-- |
44,500 |
44,500 |
Total Current Liabilities |
204,298 |
963,200 |
1,167,498 |
Long term Liabilities |
|||
Convertible bond |
-- |
746,100 |
746,100 |
Long-term accrued expenses |
-- |
56,800 |
56,800 |
Severance and retirement benefits |
-- |
57,800 |
57,800 |
Other debt |
-- |
489,400 |
489,400 |
Total Long-term liabilities |
-- |
1,350,200 |
1,350,200 |
Total Liabilities |
204,298 |
2,313,400 |
2,517,698 |
Stockholders' deficit |
|||
Preferred Stock |
-- |
-- |
-- |
Common Stock |
687 |
470,100 |
470,787 |
Paid in capital |
1,002,672 |
322,800 |
1,325,472 |
Accumulated deficit |
(1,153,023) |
(581,000) |
(1,734,023) |
Total Stockholders' Deficit |
(149,664) |
212,000 |
62,336 |
Total Liabilities and Stockholders' Deficit |
$ 54,634 |
$ 2,525,400 |
$ 2,580,034 |
AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC.
PRO FORMA INCOME STATEMENT FOR THE YEAR
ENDED DECEMBER 31, 2001
ASSUMING PURCHASE OF CYPER ENTERTAINMENT CO.,
LTD. AS OF JANUARY 1, 2001
(UNAUDITED)
AEAC 2001 |
Cyper 2001 |
AEAC (pro forma) |
|
Revenues: |
|||
Sales |
$ -- |
$ 170,700 |
$ 170,700 |
Expenses: |
|||
Cost of sales |
19,169 |
192,500 |
211,669 |
Operating expenses. |
314,352 |
426,000 |
740,352 |
Operating Income (Loss) |
(333,521) |
(447,900) |
(781,421) |
Other Income (Expense) |
(6,025) |
48,200 |
42,175 |
Income (Loss) before Income Taxes |
(339,546) |
(399,700) |
(739,246) |
Income tax benefit (expense) |
-- |
141,000 |
141,000 |
Net loss |
($ 339,546) |
($ 258,700) |
($ 598,246) |