SECURITIES AND EXCHANGE COMMISSION

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.

  1. Restricted deposits

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)