Press Release # 6

Partnership





 
       

 

Geneva, November 9, 2000


NASCENDO S.A.

(Formerly Nascent Advisor s.a.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF SEVEN MONTHS ENDED JUNE 30, 2000

TOGETHER WITH AUDITOR’S REPORT



AUDITORS’ REPORT

To the Shareholders’ of

Nascendo S.A.:

We have audited the consolidated balance sheet of Nascendo S.A. (formerly Nascent Advisor S.A.) as at June 30, 2000 and the consolidated statements of income, changes in shareholders’ equity and cash flows for the period of seven months then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards.  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2000 and the results of its operations and its cash flows for the period of seven months then ended in accordance with Canadian generally accepted accounting principles.

September 30, 2000                                                         General Partnership

                                                                                          Chartered Accountants



NASCENDO S.A.

CONSOLIDATED balance sheet

JUNE 30, 2000

(In Canadian dollars)

ASSETS

Venture investments (Note 3)

         

$

640,757

 

Marketable securities (cost: $231,250) (Note 4)

           

143,375

 

Term deposits, 5.4%, on call

           

335,000

 

Cash

           

96,176

 

Capital assets (Note 5)

           

11,026

 

Other assets

           

2,281

 
           

$

1,228,615

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES

               

      Bank overdraft

         

$

45,112

 

      Accounts payable and accrued liabilities

           

142,541

 

      Future income taxes

           

7,078

 
             

194,731

 

SHAREHOLDERS’ EQUITY

               

      Capital stock (Note 6)

           

159,476

 

      Contributed surplus

           

856,209

 

      Deficit

           

(243,363

)

      Unrealized appreciation

           

261,562

 
             

1,033,884

 
       

 

 

$

1,228,615

 

COMMITMENTS (Note 8)

     

 

     

 

Approved on behalf of the Board:

_____________________________, Director

_____________________________, Director



NASCENDO S.A.

CONSOLIDATED STATEMENT OF INCOME

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

REVENUE

               

      Realized

         

$

12,174

 
                 

      Unrealized appreciation on venture investments

           

451,156

 

      Unrealized depreciation on marketable securities

           

(87,875

)

             

363,281

 
             

375,455

 

OPERATING EXPENSES

               

      Administrative expenses

           

352,106

 

      Financial expenses

           

2,068

 

      Exchange gain

           

(3,996

)

             

350,178

 
                 

            Income before income taxes

           

25,277

 
                 

FUTURE INCOME TAXES (Note 7)

           

(7,078

)

NET INCOME

         

$

18,199

 

NET INCOME PER SHARE

         

$

0.0023

 


NASCENDO S.A.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

 

Capital stock

                   
 

Common shares

   

Amount

 

Contributed surplus

   

Deficit

 

Unrealized apprecia-tion

 

Shareholders’ equity

 

Shares issued

 

10,941,900

   

$

159,476

   

$

856,209

   

$

–     

   

$

–     

   

$

1,015,685

 

Net loss

 

–     

     

–     

     

–     

     

(243,363)

     

261,562

     

18,199

 

Balance, end of         period

 

10,941,900

   

$

159,476

   

$

856,209

   

$

(243,363)

   

$

261,562

   

$

1,033,884

 


NASCENDO S.A.

CONSOLIDATED statement of cASH FLOWS

for the PERIOD OF SEVEN MONTHS ended JUNE 30, 2000

(In Canadian dollars)

CASH PROVIDED BY (USED FOR)

               
                 

OPERATING ACTIVITIES

               

      Net income

         

$

18,199

 

      Items not affecting cash -

               

            Unrealized appreciation on venture investments

           

(451,156

)

            Unrealized depreciation on marketable securities

           

87,875

 

            Future income taxes

           

7,078

 
             

(338,004

)

      Net change in non-cash operating items

           

140,260

 
             

(197,744

)

INVESTING ACTIVITIES

               

      Acquisition of venture investments

           

(70,939

)

      Acquisition of marketable securities

           

(231,250

)

      Acquisition of capital assets

           

(11,026

)

             

(313,215

)

                 

FINANCING ACTIVITY

               

      Proceeds from issuance of capital stock

           

897,023

 
                 

CASH AND CASH EQUIVALENTS INCREASE AND       CASH AND CASH EQUIVALENTS, end of period

         

$

386,064

 

Cash and cash equivalents consist of the following items:

               

Cash

         

$

96,176

 

Term deposits

           

335,000

 

Bank overdraft

           

(45,112

)

           

$

386,064

 


           1. STATUTES OF INCORPORATION AND NATURE OF ACTIVITIES

Nascendo S.A. (the “Company, formerly Nascent Advisor S.A.”) was incorporated on December 15, 1999 as an International Business Company in Saint-Vincent and the Grenadines.  The Company, a venture capital investment corporation, is engaged in the business of providing financing, selling, marketing and other services to new technology companies.

The Company manages its venture investments to achieve long-term capital growth.  However, the opportunity to realize capital gains depends on a number of factors and management cannot predict the future date at which the Company will divest of an investment in its portfolio.  Therefore, fair value does not reflect an attempt by management of the Company to estimate the ultimate proceeds from the disposition of an investment in the future.  The valuation process uses, as much as possible, objective measures, but it is still based on assumptions and includes inherent uncertainties.  Actual values realized when the Company ultimately disposes of an investment will vary from the current estimate and the variation may be material.

           2. SIGNIFICANT ACCOUNTING POLICIES

              a) Going concern

The directors are currently seeking additional financing to develop and implement the Company’s business plan.  The financial statements have been prepared on the going concern basis, which assumes that the Company will continue its operational existence for the foreseeable future.  The validity of this assumption depends upon the successful raising of additional capital funds. Whilst the directors are presently uncertain as to the outcome of the matters mentioned above, they believe it is appropriate for the financial statements to be prepared on the going concern basis.

              b) Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nascent Advisor S.A. in Paris (interest 100%).

              c) Foreign currency translation

Transactions concluded in currencies other than the currency of measurement have been translated as follows: monetary assets and liabilities have been translated at the exchange rates in effect at the end of the period and revenues and expenses have been translated at the weighted average exchange rates for the period.  Exchange gains and losses arising from such transactions have been included in income.  During the period, such gains or losses were not significant.

             d) Venture investments

Venture investments listed on recognized public securities exchanges are valued using the closing price, that is the last selling price reported by the securities exchange on which they are principally traded or, if no transaction has occurred, the closing bid price is used.  The net excess (shortfall) of this value over (below) the cost represents the unrealized appreciation (depreciation) in value of venture investments.  Venture investments traded over-the-counter are valued at the average of the closing bid and ask prices on the valuation day.

Venture investments for which reliable quotations are not readily available are valued at management’s best estimate of fair value, as determined pursuant to procedures established by management.  This process of valuing venture investments for which no published market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had a ready market existed for the venture investments.

              e) Marketable securities

Marketable securities are stated at fair value which is determined using the same method as for listed venture investments.

               f) Capital assets

Capital assets are accounted for at cost.

Amortization will be based on their estimated useful life using the straight-line method for a two-year period.

No amortization was recorded since the computer equipment and software was acquired towards the end of the year.

              g) Use of estimates

The presentation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies 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.

             h) Cash and cash equivalents

The Company’s cash and cash equivalents include cash, financial instruments highly liquid, maturing within three months and bank overdraft.

              3. VENTURE INVESTMENTS

Common shares

 

Number of shares

   

Cost

   

Fair value

 

www.1Z1.com Ltd.-England

   

10,000

   

$

72,217

   

$

72,217

 

@live SpA-Italy

   

500

     

7,093

     

7,093

 

Human capital SAS-France

   

25,000

     

2,674

     

2,674

 

InfoElec Ltd.-England

   

4,167

     

16,990

     

73,124

 

Ovni-Web SA-France

   

63

     

21,979

     

417,001

 

Radeikon Ltd.-England

   

1,900

     

4,273

     

4,273

 

Tci Network Ltd.-Ireland

   

50,000

     

879

     

879

 
             

126,105

     

577,261

 

Loans receivable

                       

Human capital Systems SAS, no interest bearing, convertible into ordinary shares on the basis of the first financing round valuation

           

63,496

     

63,496

 
           

$

189,601

   

$

640,757

 

Investments valued based on management best estimate include investments in InfoElec Ltd. and Ovni-Web S.A.  The estimated fair value of these investments amounts to $490,125 and is based on transaction prices with third parties.  All other investments have been valued at historic cost given timing of acquisition.

The Company realized its first liquidity event through the sale of its interest in Ovni-Web SA for a total consideration of approximately CHF 417,000, of which CHF 40,118 was paid in cash and the remainder received in the form of Liberty Surf shares.

              4. MARKETABLE SECURITIES

At cost

         

$

231,250

 

Decrease in market value

           

(87,875

)

           

$

143,375

 

The Company has marketable securities which are valued at market value at the close of business on June 30, 2000 by reference to Stock Exchange quoted prices.

Decreases in market value are included in the statement of income as “unrealized depreciation on marketable securities”.

              5. CAPITAL ASSETS

   

Cost

   

Accumulated amortization

 

Net

value

   

Computer equipment

 

$

8,124

   

$

–     

   

$

8,124

 

Computer software

   

2,902

     

–     

     

2,902

 
   

$

11,026

   

$

–     

   

$

11,026

 

              6. CAPITAL STOCK

Authorized -

               

      50,000,000 of common shares, with a par value of 0.01 USD.

             

Issued -

               

      10,941,900 common shares

         

$

159,476

 

Issuance

During the period, the Company issued 10,941,900 common shares in exchange of $897,023 in cash and investments of a value of $118,662.

              7. income taxes

Future tax assets

               

Long-term - available tax losses

         

$

(119,246

)

                 

Future tax liabilities

               

Long-term - unrealized appreciation on venture       investments

           

126,324

 
           

$

7,078

 

              8. COMMITMENTS

The Company has lease commitments within one year for the property rental.  The balance of the commitments is $5,162.

              9. FINANCIAL INVESTMENTS

Fair value of cash, term deposits, bank overdraft and accounts payable approximates their carrying value.

          10. SUBSEQUENT EVENT

On July 31, the Company finalized a Securities Exchange Agreement with Harlow Ventures Inc.  The Agreement, which remains subject, among other things, to regulatory approval and shareholders’ approval, will result in a reverse take-over of Harlow Ventures Inc.  Harlow Ventures Inc. is a quoted company on the Canadian Securities Market involved in the exploration and development of mineral resources.  Upon completion of the deal, Harlow Ventures Inc. will cease its exploration and development activities.

 

For further information, contact:

Marin le Corre or Georges Berberat
Nascendo
69, Rue de Lausanne
1202 Geneva, Switzerland
Tel.: (+41-22) 908 55 65
Fax: (+41-22) 908 55 69
e-mail: info@nascendo.com