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January 28, 2004 - First Quarter Results Vertigo Software Corp. ("Vertigo" or the "Corporation") (TSX:YVS.T) has released its first Quarter Report containing financial statements in Canadian Funds, prepared without audit, for the three months ended November 30, 2003 (the "Quarterly Report"). Pursuant to the requirements of National Instrument 54-102, this news release provides a summary of the information contained in the Quarterly Report filed with the regulatory authorities through SEDAR (www.sedar.com) and has mailed it to shareholders whose names appear on the Corporation's Supplemental List. Description of Business On June 12, 2002 the Corporation signed a letter of intent with Digital Accelerator Corporation ("Daccel") where the Corporation would acquire all of the issued and outstanding shares of Daccel. The agreement was subsequently amended and the Corporation will now acquire 65% of the shares of Daccel. See "Corporate" below. Daccel, which was incorporated in 1997, creates, supports and markets a set of patented algorithms, and proprietary software that make up its digital image compression solutions. Buoyed by sales of PopArt 2.0, Vertigo revenues saw an increase of over 100% over fiscal year 2002. Sales continue to be strong in the first quarter of 2004. User requests for upgrades to HotTEXT and the re-release of Vertigo 9.6 have been strong, however development plans for Vertigo HotTEXT and Vertigo 9.6 have been postponed until after corporate re-structuring has been completed. Corporate During fiscal 2003, agreement was reached between Vertigo and certain of the shareholders of Digital Accelerator Corp. ("DACCEL") for Vertigo to acquire, subject to regulatory approvals, 65% of the common shares of DACCEL in consideration of which Vertigo will issue one Unit in exchange for each DACCEL common share. Each Unit will consist of one-quarter of one Vertigo common share and one Vertigo Series B Non-Voting Preferred share ("Preferred B Shares"). Each Preferred B Share will entitle the holder to receive dividends representing in the aggregate 25% of the net after tax profits of Vertigo, which dividends will continue to be paid until the date (the "Dividend Termination Date") that is the earlier of the date on which total dividends paid on each Preferred B Share equals $1.00 and January 5, 2009. Each Preferred B Share will be convertible into one share purchase warrant of Vertigo (the "Vertigo Warrants") at the option of the holder at any time prior to the Dividend Termination Date, and will be deemed to have been automatically converted on the Dividend Termination Date, in any case no later than January 5, 2009. Each Vertigo Warrant will entitle the holder to purchase one additional common share of Vertigo ("Warrant Shares") at a price of $0.50 per Vertigo Share at any time prior to the second anniversary of the date of issuance of the Vertigo Warrants. All of the foregoing is subject to the approval of regulatory authorities. Nick Ringma, a director of Vertigo and nominee for re-election at the annual meeting, is DACCEL's Vice President and one of the shareholders who has agreed to sell his shares to Vertigo. On October 16, 2003, Mr. Stanley H. T. Loh was appointed a director of the Corporation. Mr. Loh is a co-founder of Advanced Interactive, Inc., eXcape Business Transactions, Inc. and VVPhone Technologies, Inc. He brings with him a great deal of knowledge in the technology and communications sector, as well as great experience in building companies. Mr. Loh has been associated with various companies in Asia that will increase the exposure of Vertigo into the technology and communications sector. Discussion of Operations and Financial Condition The Corporation's working capital as at November 30, 2003 was $67,717, compared with a deficit of $70,980 as at August 31, 2003. Revenue was $17,789 for November 30, 2003 compared to $19,130 for November 30, 2002. The foregoing discussion and analysis of the results of operations of the Corporation for the 2003 and 2002 periods should be read in conjunction with the consolidated financial statements of the Corporation and notes thereto as at August 31, 2003. There have been no major changes in accounting policies during the two-year period. Transactions with Related Parties Please see Schedule B. Financings, Principal Purposes and Milestones There have been no financings during this period. Subsequent Events At the Corporation's last Annual and Special Meeting of Shareholders held on February 27, 2003, the Corporation received shareholder approval to change its name to Even Technologies Inc. Vertigo will now file the appropriate documentation with the TSX Venture Exchange for approval. As of December 9, 2003 the Corporation has met the requirements for a Tier 2 company, in accordance with TSX Venture Exchange Policy 2.5. The Corporation is now classified as a Tier 2 company and the Corporation's trading symbol changed from ('YVS') to ('ETI'). There is no change in the Corporation's name, no change in its CUSIP number and no consolidation of capital. Liquidity and Capital Resources During the three months ended November 30, 2003, cash resources increased by $1,539 compared to an increase of $352 in the 2002 period. Expenditures for operating activities were $38,023 (2002 - $45,098) Working capital as at November 30,2003 was $67,717 (2002 deficit - $584,812). The Corporation had paid up capital of $15,098,043 (2002 - $14,919,343), representing 11,949,826 common shares without par value, 1,942,190 Class A preferred shares, and 10,136,154 Class B preferred shares, and a deficit of $15,753,738 resulting in a shareholders' equity of ($655,695). A copy of the full Quarterly Report will be provided to any shareholder who requests it. On Behalf of the Board of Directors (signed) "Donald R. Sheldon" Donald R. Sheldon President |