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Technology Stocks : Koala International Wireless Inc. (OTCBB: KIWI) -- Ignore unavailable to you. Want to Upgrade?


To: ms.smartest.person who wrote (112)10/18/2004 1:16:43 PM
From: ms.smartest.person  Read Replies (1) | Respond to of 130
 
09/01/04 Form 10QSB/A for KIWI NETWORK SOLUTIONS INC (for period ending 12/31/03)

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1-Sep-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 $2,822,627 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 30, 2004, the Company raised $150,000 from outside financing.

As of June 30, 2004, the Company had a working capital deficiency of $708,855 (at September 30, 2003 $82,563). 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



To: ms.smartest.person who wrote (112)10/20/2004 3:48:08 PM
From: ms.smartest.person  Respond to of 130
 
Exhibit 17.1 Letter to Derek Pepler from Lorne Catling

Derek,

I read your recent fax this afternoon and frankly I am not surprised. It would seem that this was the only course of action you could take.

Where in the world are you getting advice. This is the most ill conceived plan I've ever heard of.

I have taken the last week to think over very carefully what action to take as a director to protect the interests of our investors, some of whom you know, are close family and friends.Without distractions, such as Vivaqua, kolenda and Holmes. I have never met these people and do not recognize them as officers . The only person legitimately authorized to speak to me is you and I will speak to no other persons regarding KIWI business.

First things first, how is it that you took it upon yourself to elect new board members without consulting me or at the very least informing me prior.

We have never had a formal meeting to elect or appoint new officers The signatures of Holmes an Vivaqua on the Q are unauthorized, therefore the filing is fraudulent and not valid. This means the company is delinquent in it's 34 Act reporting requirements and it's trading should be discontinued until all filings are current in their proper form.

Since no valid officer signed the Q, it hasn't been duly certified. This creates personal liability for you and I as surviving directors.However since I had no prior knowledge or awareness of these unauthorized activities, all personal liability will fall directly on you Derek. None of these actions, I am informed is eligible for indemnification as per state law.

Has this Q been reviewed by the auditors as required? I doubt it! At this time all of the misleading information recently released by unauthorized individuals is materially false.

I encourage you Derek, to have an official meeting with me to discuss all of these issues and determine whether to continue the business of KIWI properly or to allow these fraudulent activities to continue unabated. I will have legal counsel present and suggest you do the same.

Further as regards your fax I refuse to resign, if that is your strategy and I cannot be removed. I will not accept calls from any other parties regarding KIWI business other than yourself and do not appreciate the large volume of calls e-mails and voice mails from people I do not recognize as authorized. This is especially directed to Vivaqua who has continued to call after being asked to refrain. I have kept his voice mails and do not appreciate the insinuations and accusations he makes in these calls.

I cannot and will not be influenced to do anything as a director that is not proper and legal The best interests of all shareholders will be considered and not those of a select few.

I await your reply.

Ted