To: dbmedia who wrote (380 ) 8/22/2001 10:20:32 AM From: dbmedia Read Replies (1) | Respond to of 526 TENSLEEP CORP (TENS.OB) Quarterly Report (SEC form 10QSB) Item 2. Management's Discussion and analysis or Plan of Operations OVERVIEW The Company is an international electronics company developing technology and technology growth companies. The Company's business is two fold: (1) The acquisition, development and licensing of technology; and (2) The development of technology growth companies in the United States, China and Europe. The Company specializes in products that incorporate digital signal processors ("DSP") and information appliance servers ("IA"). A DSP is a microprocessor that converts analog signals to digital signals and digital signals to analog signals. An AI is a dedicated specialized computer, used as a server, which receives data from another devise, manipulates and communicates the data to a remote central computer. The AI may or may not contain a DSP and may be embedded or external to the other device. The Company, its subsidiaries and affiliates provide specialized services to support the development, manufacture and distribution of industrial and consumer products containing embedded modular systems ("Embedded Systems")which include a DSP and/or IA. The Company's strategic long term plan is to become the world's leading supplier of electronic components used in fabricating the Embedded Systems. The Company's growth is built upon a combination of strategic acquisitions and affiliations. The Company, each subsidiary and affiliate is developing its own operations and building its own revenue stream. The Company is focusing on the acquisition and development of companies in the United States, China and Europe developing products for niche markets. The current emphasis is on companies providing energy management systems to the power and utility industries and their customers. The Company believes retail competition and energy deregulation in the power and utility industries are best supported by the development and implementation of Energy Management Systems ("EMS"). The Company's and its affiliates' technology and products are well suited to play a critical role in the implementation of those systems. Energy management systems provide power and utility companies and their customers with load management, data collection and outage reporting capabilities. The Company's and its affiliates' technology and products are at the core of those systems. The Company's operational plan for the next twelve months, requires limited additional personnel and financial resources. The Company has and will continue to engage one or more third party organizations to provide the quality and number of personnel and services required for the development of and upgrading of the offered products and services. The Company, with limited financial resources, is near completing negotiations for alliances with Chinese companies to manufacture the products for the Company and its affiliates and to distribute the products in China. RISKS The factors, which follow, make the Company's twelve month Plan of Operations risky. Market Evaluation The Company is in a continual process of identifying and evaluating new niche markets. The Company has identified energy management systems as a niche market. However, there is no assurance that the Company can identify or evaluate any other niche market. Even if the Company or its affiliates should correctly identify and evaluate new niche markets, there is no assurance the Company or its affiliates can develop any products or services that would be accepted in those markets or that the products or services would be developed in a timely manner. In order to reduce this risk the Company plans (1) to develop products with embedded standard modular systems capable of being used in products that cross market segments, (2) to develop and provide manufacturing and distribution to independent third party companies developing and marketing their own niche market products, and (3) to acquire or invest in businesses that have developed and are distributing products in identified markets. Dependence upon new products The communications and Internet markets are characterized by rapid technological change, evolving industry standards, changes in customer needs and frequent new product introductions, and are therefore highly dependent upon timely product and production innovation. In particular, data communication products are subject to continuous changes in the fabrication process. Each change in technology and the fabrication process may require a concomitant change in design and developed of the Company's products. The Company may not have the resources to make those changes. The Company's future success is dependent in part upon its ability to anticipate changes in technology and industry standards and to develop successfully and introduce new and enhanced products on a timely basis. The Company will be required to replace declining revenues from older products with new products. To reduce this risk the Company is developing modular designed sub-products, which may reduce the cost of development and time to market. There is no assurance the Company will be able to introduce new products on a timely basis. There is no assurance the Company can produce the new or old products or services, nor achieve any significant degree of market acceptance for them, nor sustain acceptance for any significant period. Failure to produce or achieve or sustain market acceptance of its products or services would affect the Company's operating results. Competition The markets in which the Company operates or will attempt to operate may be characterized by competition among a number of small and potentially large companies that are well financed with a long history. They will have substantial advantages in terms of breadth of technology, sales, marketing, resources and support capability. Ability to manage a rapidly changing business The Company is anticipating significant growth, which will place a substantial strain on its operational, administrative and financial resources. The Company's officers have experience in managing companies as large and as rapidly changing as is anticipated. However, there is no assurance that the experience will prove beneficial to the new situation posed by the Company's challenges. The Company's ability to manage any future changes effectively will require it to have sufficient funds to attract, train, motivate and manage its employees effectively. Dependence on key personnel The value of the Company lies in the experience and ability of the management of the Company and its affiliates to identify and develop its technology, products and services. If the Company and its affiliates severe their relationship, the effect would have a serious effect on the Company's operations. The Company recognizes that some people believe that the high technology industry, in which the Company plans to compete, is one where significant developments are in new technology and "expertise" is a quantity that dates and loses value quickly. The Company's success depends greatly on the continued contributions of the Company's affiliates. The loss of the Company's affiliates could have a material adverse impact on the Company's operating results. The Company believes its future success will depend in large part upon its ability to attract and retain additional highly skilled management, technical, marketing, research and development, product development and operations personnel. Competition for such personnel is intense, and no assurance can be given that the Company will be successful in attracting and retaining such personnel. Lack of Revenues The Company and its affiliates lack a consistent source of revenues. The Company has experienced revenues from single payment License fees and royalties, but there is no assurance the Company will be able to licence its technology in the future or that the Royalties will continue at their present level. There is also no assurance that the Company can earn revenues beyond its current level for the next twelve months. Lack of Funds The Company and its affiliates lack funds to market the products and services effectively. Market their products and services effectively require significant cash to cover specific marketing costs, costs of prototypes and technical and specific design services for potential customers. No assurance can be given that the Company or its affiliates have or can obtain sufficient funds to enable them to conduct an adequate marketing and sales program.