To: ms.smartest.person who wrote (98 ) 10/18/2004 12:54:09 PM From: ms.smartest.person Read Replies (1) | Respond to of 130 08/20/04 Form 10QSB for KIWI NETWORK SOLUTIONS INC -------------------------------------------------------------------------------- 20-Aug-2004 Quarterly Report Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion should be read in conjunction with the accompanying unaudited interim consolidated financial statements. Plan of Operations. The Company has not generated any revenues from operations since inception. with the exception of the following, the Company has abandoned its previous intended acquisitions and business strategies. In the Company's judgment, these former projects did not fit in with the Company's new direction or were not commercially feasible. The Company is a consolidator and developer of personal hand held wireless communications devices. The Company, through its joint venture with Torex Technologies Inc., will be offering a series of exclusively licensed devices and is preparing a model for sale and distribution to carriers and internet service providers. In addition, the Company and Torex are converting a series of existing prototype devices. The Company and Torex are designing the current and jointly owned devices to function on cellular 802.11b-g, 802.16(Wimax) and other licensed exempt IFM band. The Company's role is to offer existing certified cellular and other exclusively licensed devices through existing carriers and internet service providers. The Company has completed a Joint Venture Contract with Torex Technologies Inc. ("Torex") of Calgary, Alberta Canada to distribute a series of handheld Canadian Radio and Telecommunications Commission (CRTC) approved and certified devices in Canada and other markets. The devices will be offered to cellular carriers and other Network Operating companies in Canada and other markets on an exclusive basis through the Company in late 2004. Torex has consolidated a series of exclusive devices and handheld wireless communications distribution agreements and has delivered a number of technologies that will accelerate the Company's Device initiatives and the Company's business plan. Torex, as part of this joint venture is coordinating the completion of the Company's proprietary communicator. Torex Technologies Inc. is an OEM system integration and consulting firm and is affiliated with Evolution Research Labs Inc. (ERL) of Calgary, Alberta. The combined Torex/ERL profile provides the Joint Venture with additional technology integration experience and a revenue generating opportunity for the Company and Torex collectively. The Company is currently in discussions with other device centric companies for commercial ventures to continue to implement the business plan. The Company recently announced a contract with Teltek Canada Inc. to supply broadband platform, devices and applications for initial deployment in Kuwait City, Kuwait. The Company is evaluating this contract to determine the viability of the partners and the contract clients, which contracts are conditional to final Board approval. The Company recently announced that it was creating an independent, wholly-owned operating subsidiary called Ibacus Networks Inc. ("Ibacus"). The Company appointed John Rinella as President of Ibacus, whose main responsibility was to raise financing for operations and various acquisitions. Ibacus failed to raise the necessary financing required and Ibacus was dissolved and all technologies were reverted back to the Company. No revenue was recorded for the nine month period ended June 30, 2004 and no revenue has been generated since inception. Net loss for the nine month period ended June 30, 2004 was $15,817,637 compared to a loss of $(130,932) for the nine months ended June 30, 2003. The expenditures reflected in the loss represent the Company's administrative expenses, including maintenance of an office. Liquidity and Capital Resources The Company has been able to pay its expenses and costs through the issuance of common shares as well as loans from directors and other shareholders. The Company cancelled 3,800,000 shares of common stock valued at $380,000 previously issued for accounts payables which arose from services provided to the Company in a prior period. Subsequent to June 20, 2004, the Company raised $50,000 from outside financing. As of June 30, 2004, the Company had a working capital deficiency of $403,865 (at September 30, 2003 $63,406). The Company needs to raise additional funds through the sale of stock or borrowing just to maintain the corporate existence of the Company and to maintain the quotation of the Company's common stock on the OTC Bulletin Board. The Company may not be successful in its efforts to raise equity financing and /or attain profitable operations. There is doubt regarding the Company's ability to continue as a going concern. Special Note Regarding Forward Looking Statements Certain statements in this report and elsewhere (such as in other filings by the company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. pinksheets.com