PART I
RISK FACTORS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED
FINANCIAL DATA" AND ULTRAGUARDS’ CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO. INFORMATION DISCUSSED HEREIN MAY INCLUDE FORWARD-LOOKING STATEMENTS
REGARDING FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY'S,
AND ARE SUBJECT TO A NUMBER OF RISKS AND OTHER FACTORS WHICH COULD CAUSE THE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING
STATEMENTS. AMONG THESE FACTORS ARE: GENERAL BUSINESS AND ECONOMIC CONDITIONS;
CUSTOMER ACCEPTANCE AND DEMAND FOR THE COMPANY’S PRODUCTS; THE COMPANY’S
OVERALL ABILITY TO DESIGN, TEST AND INTRODUCE NEW PRODUCTS ON A TIMELY BASIS;
THE NATURE OF THE MARKETS ADDRESSED BY THE COMPANY’S PRODUCTS; AND OTHER
RISK FACTORS LISTED FROM TIME TO TIME IN DOCUMENTS FILED BY THE COMPANY WITH
THE SEC.
WE ARE SUBJECT TO THE RISKS, EXPENSES, PROBLEMS AND DIFFICULTIES FREQUENTLY
ENCOUNTERED IN THE ESTABLISHMENT OF A RESTRUCTURED BUSINESS, ESPECIALLY IN THE
CONTINUALLY EVOLVING, INTENSELY COMPETITIVE, POTABLE WATER TREATMENT INDUSTRY.
Investment in our common stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors in addition to other information in this annual report before purchasing our common stock
.
We have generated no profits to date and have accumulated losses to December 31, 2003 fiscal yearend amounting to $727,102 and a working capital deficit of $679,178. We cannot assure that we will become profitable at any time in the
foreseeable future
.
We have never earned substantial operating revenue. We have been dependent on equity financing to pay operating costs and to cover operating losses. If we are unable to do so, we face a risk of insolvency.
The auditors' report on our December 31, 2003 consolidated financial statements includes an additional paragraph that identifies conditions which raise substantial doubt about our ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Because of our limited operating and sales history, we cannot make reliable projections of our future revenues and operating costs.
If we are able to generate sales, we may have to hire additional personnel to service our customers and to continue development of our technology. We may also have to incur additional marketing and overhead expenses. As a result of our lack of
historical sales, we cannot make
3
reliable projections of the number of additional personnel we will require, the cost of employing those personnel, or the level of marketing and overhead expenses we will incur. We thus have no assurance that any revenue we earn will be sufficient
to cover the cost of earning that revenue, or to generate operating profits.
Because our work force is small, with only 2 full time people and 1 part time, employed either as officers, employees or contractors, we are vulnerable to the loss of key people or to rapid expansion.
We employ only 3 people (full and part-time) either as officers, employees or contractors. We try to employ people with skill sets that match the specific fields important to our business. As a result, the departure of a single person could
materially adversely affect our business. We do not have key man insurance on any of the people we employ.
Qualified technical personnel are in great demand in all high technology industries. Accordingly, it may be difficult for us to replace people who depart, or to hire additional people we may require if we are able to generate substantial sales.
Because the market price of our common stock has been particularly volatile, purchasers of our common stock face a high degree of market risk
.
The market price of our common stock has experienced extreme fluctuations. We believe that the fluctuations in our stock price have resulted primarily from market perceptions of the speculative value of our business opportunities. The susceptibility
of our stock price to fluctuation exposes purchasers of our stock to a high degree of risk.
Because we have generated no profits from inception to December 31, 2003, and our business has not been profitable with accumulated losses of $739,394 from inception to December 31, 2003, we may not be able to raise the additional capital we
need.
We will require additional capital to continue the development of our products, to pay the costs of marketing those products, or to cover operating losses until we are able to become profitable. As we have never generated operating profits or
significant sales revenue, we may not be able to raise the amount of capital we require.
Several other factors may also hinder our efforts to raise capital. They include the following:
-
Our share price has been highly volatile during 2001, 2002 and 2003. The volatility of our share price may deter potential investors.
-
Subsequent to the beginning of 2000, many technology companies have experienced financial difficulties and rapidly declining share prices. As a result, potential investors may be less willing to invest in technology companies generally.
-
Subsequent to the beginning of 2000, capital markets have become tighter generally, with less financing available for technology companies.
4
-
Capital markets have become tighter due to international tensions beginning on September 11, 2001.
Because we will have to raise additional capital through equity sales and in payment of expense and services, the interests of shareholders may be diluted.
To raise additional capital we may have to issue additional shares, which may dilute the interests of existing shareholders substantially. Alternatively, we may have to borrow large sums, and assume obligations to make substantial interest and
capital payments. We may also have to sell significant interests in some or all of our products. If we are able to raise additional capital, we cannot assure that it will be on terms that enhance the value of our common shares.
Because our stock may be subject to "low price stock" rules, the market for our stock may be limited.
The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price less than $5.00. Our stock is presently covered by those rules, and may continue to be so.
The penny stock rules require broker-dealers to make a special suitability determination before selling our stock to investors who are not either regular customers or accredited investors. As a result, the potential market for our stock may be
limited.
ITEM 1. DESCRIPTION
OF BUSINESS
Our financial statements are presented in United States dollars, and dollar figures stated in this annual report refer to United States dollars (except where specified otherwise). As our head office is in Canada, many of our transactions are
completed in Canadian dollars ("C$"). For purposes of this annual report, other than amounts extracted from our financial statements, Canadian dollar amounts have been converted to United States dollars at an exchange rate of Cdn$1.00 =
US$0.7135 being the average exchange rate during the year ended December 31, 2003.
Business Development
Vancouver-based UltraGuard Water System Corp (“UltraGuard”) or (“Company”), (formerly Service Systems International, Ltd.), through its previously owned subsidiary UV Systems Technology, Inc. ("UVS") are committed to a legacy
of a healthy planet for future generations through the development and commercialization of superior, cost-effective, environmentally friendly, ultraviolet-based water treatment products and systems.
For the period up to February 2002 we were the designer, manufacturer and marketer of state of the art ultraviolet disinfection systems for wastewater disinfection with additional application possibilities in potable water. During fiscal 2002 the
Company’s business changed from a focus on wastewater disinfection to the purification of potable water using ultraviolet and filtration.
5
In fiscal 2002 our Company discontinued manufacturing of the wastewater products and entered into various agreements to change it business focus. The wastewater business was licensed to Clearwater Industries Ltd (See details in ITEM 6 –
MANAGEMENTS DISCUSSIONS). The emphasis of our business remained in ultraviolet disinfection, however we now target drinking water with systems developed for low-flow drinking water application. The products currently developed and under development
are used to disinfect and filter water. The systems identified are, Point of Entry (POE) purification system, which is installed where the water enters the home, and Point of Use (POU) purification system, which is located at the faucet.
In December 2002 we entered an additional business segment; the manufacturing and marketing of a primary, alternative and emergency power generating Magnesium-Air power cell. Through a reverse acquisition concluded on December 31, 2002 UltraGuard
Water Systems Corp. (“UltraGuard”) acquired all of the outstanding stock of Innovative Fuels Cell Technologies Inc (“IFCT”). UltraGuard issued 6,000,000 common shares to the shareholders of IFCT to acquire IFCT and its wholly
owned Austrian incorporated subsidiary UltraGuard Water Systems GmbH (“UG GmbH”). For accounting purposes the acquisition was treated as the acquisition of UltraGuard by IFCT with IFCT as the accounting acquirer (reverse acquisition). As
a result, the historical financial statements prior to the acquisition date are those of IFCT from September 30, 2002 (date of inception of IFCT). UltraGuard and IFCT, as at December 31, 2002, reverted to being a development stage Company.
IFCT is a Nevada corporation incorporated on September 30, 2002. IFCT is the holder of an option (“the Option Agreement”) to purchase worldwide manufacturing and marketing rights to a 12-volt Magnesium-Air Semi Fuel Cell (Fuel Cell) from
MagPower Systems Inc. (“MagPower”) for use with UltraGuard’s Point of Use Ultraviolet Water Purification System and for ancillary uses such as lighting, radio and other low energy electrical needs.
As a condition of the Option Agreement, IFCT is required to sell a minimum quantity of 2000 Fuel Cell units in fiscal 2003. The drawings and technical information due from MagPower is still incomplete, therefore marketing efforts have not focus on
product sale. Using the services of strategically located consultants within developing countries have we have concentrated on product awareness.
COMPANY’S BACKGROUND
The Company was incorporated in Nevada in August 1990 under the name Service Systems International Ltd and was inactive until eight Canadian and European individuals acquired it in July 1995. The investor’s intent was to develop the Company
into the United States marketing arm of UV Systems Technology Inc., which was incorporated in British Columbia, Canada in 1993. The Company issued 1,600,000 shares of its restricted common stock ("Common Stock") to certain individual stockholders
and one of our officers, as repayment of cash paid to others for expenses related to the acquisition. On October 15,2002 the Company changed its name to UltraGuard Water Systems Corp.
Or offices are located at 914 Sherwood Avenue, Coquitlam British Columbia, Canada, V3K 1A6, our telephone number is (604) 540-8282 and our Internet website address is
www.ultraguard.com
. References in this
document to we, us, our, and the company include Innovative Fuel Cell Technologies Inc and UltraGuard Water Systems GmbH, unless the context otherwise requires. ULTRA GUARD
R
and "WAVY LINES & DESIGNS" logo are our registered
trademarks. Any other trademarks or trade names referred to in this document are the property of their respective owners. All monetary figures in the document are in United States dollars except Canadian dollars which are indicated as
"C$”.
6
To advance our marketing objectives in wastewater disinfection using ultraviolet, in September 1995 we entered into a marketing distribution agreement (embodying an earlier oral agreement) with UV Systems Technology Inc (UVS), for marketing rights
for the UltraGuard
R
system in eight US Western states. In July 1996 we entered into a funding agreement with UVS. During this period, we structured an agreement with two principals and certain minority shareholders and exchanged common
stock to acquire 50.69% of UVS. Under subsequent agreement with the two principal shareholders Working Opportunity Fund and MDS Ventures Pacific, Inc, (49.39%), dated February 14, 2000 we acquired the remaining 49.31% of common stock and all
outstanding preferred stock of UVS.
During 2002, the Company was unable to raise the additional funds necessary to continue the operations of UVS and with UVS liabilities exceeding assets by a significant amount, the board of directors and investors determined that by selling UVS the
Company could continue viable operations pursuing a new product focus (see Our Products). On December 31, 2002 the Company entered into various agreements for the disposition of UVS and the removal of the UVS debt and receivable carried on the
Company’s financial statements. Manufacturing and marketing of the UVS technology had been discontinued by the Company and was licensed to Clearwater Industries in February 2002. The purchaser of UVS was 659999 BC Ltd, a corporation controlled
by two officers and directors of the Company. Terms of the sale included the transfer by UVS to the Company of all current and future revenue that may accrue as a result of the UVS technology, which was all revenue the Company could have accrued had
it not sold UVS. The intent of 659999 BC Ltd is to keep UVS inactive. Full details of these agreements are available on Form 8K filed with the SEC on January 15, 2003.
On December 31, 2002 the Company acquired through a reverse acquisition, 100 % of Innovative Fuel Cell Technologies Inc (“IFCT”), a Nevada Incorporated company, the holder of an option to purchase a worldwide license from MagPower
Systems Inc (MagPower) for their air magnesium fuel cell technology for use with the Company’s point of use ultraviolet disinfection equipment. The purchase price in the option agreement was C$100,000 and 400,000 shares of the
Company’s common stock. Once the option is exercised, MagPower is to provide the Company with the technical information necessary for the manufacture and sale of the air fuel cell battery (Fuel Cell). The Fuel Cell will provide the necessary
power to operate ultraviolet disinfection systems, lighting and ancillary equipment in areas of the world where no other forms of electrical power is available. The product has applications in remote areas of all countries worldwide. Applications in
developing countries such as Africa, some of the Middle East countries and China, where large numbers of the population are not serviced by an electrical grid and do not have a safe water supply, are market areas. The Company issued six million
shares of its common stock to the shareholders of IFCT for 100% of IFCT. Included in the IFCT assets was the Austrian Company, UltraGuard Water Systems GmbH (“GmbH). The incorporation of GmbH was made by IFCT in contemplation of its sale of
IFCT to the Company. GmbH was set up to manufacture and market Point of Use UV produces in Germany and the European Union Countries (“EU”) to exploit the EU and other European markets potential. The market potential was increased when
the European Commission recently brought in strict guidelines (“EU Water Framework Directive”). Effective January 2004 member states must ensure that drinking water meets stringent guidelines to protect the quality of the water (both hot
and cold) that consumers receive from their taps; the Point of Use. In addition GmbH will manufacture the Fuel Cell products for the various world markets.
On March 14, 2003 the Company exercised the license for the Fuel Cell. The license agreement was signed between MagPower and the Company’s wholly owned subsidiary, IFCT. The Company will pay C$102,500, and issue five hundred shares of the
Company’s common stock. Payments terms were modified to reflect the delivery of technical information necessary to enable the Company to manufacture the Fuel Cell and additional rights of use. The terms of the signed license agreement included
additional rights of use of the fuel cell for ancillary services to power items such as lighting and other ancillary uses
7
for which IFCT increased the cash payable by C$2,500 to a total amount of Cnd$102,500 and increased the number of Company shares that would be paid by 100,000 to a total of 500,000. On signing, the Company paid C$5,000 and delivered
200,000 common shares of UltraGuard. The balance of the license fee was to be paid, C$5,000 on April 1, 2003; this payment was made on March 21, 2003 and 100,000 common shares of the Company due on May 1, 2003 were delivered. Payments due in the
amount of C$7,500 on the first of each month thereafter until MagPower delivers the technical drawings and information for manufacturing, were not paid, leaving a balance of C$88,800 unpaid. Subsequent to December 31, 2003 the Company and
MagPower executed an amendment to the license agreement providing for the forgiveness of the outstanding balance owed to MagPower amounting to C$88,800 and delivery to MagPower of the remaining 200,000 shares of the Company’s stock in
exchange for the granting of a sublicense to MagPower to purchase and sell the Company’s ultraviolet water purification systems in combination with the Fuel Cell. The territory covered by this amendment includes Africa, India, China,
Afghanistan, Kazakhstan, Bangladesh, Pakistan, Malaya, Singapore, South Korea and Japan. The amendment includes the right for the Company to enter into any of these countries and appoint sub-licensee if MagPower has not previously appointed
sub-licensees.
Under the original license, minimum annual quantities of 2000 Fuel Cell units must be sold and a royalties of C$25.00 per Fuel Cell will be paid to MagPower based on number of units sold. Additional details of these acquisition transactions were
filed with the SEC on Form 8-K on January 14, 2003.
OUR PRODUCTS
POINT OF USE AND POINT OF ENTRY
Our Point of Use (POU) and Point of Entry (POE) ultraviolet purification systems with or without filtration are used for the drinking water and water for human contact. The POE is attached to the water supply line at its entry point into a building;
the POU is attached under a sink directly in advance of the faucet. These products will meet the needs and requirements of the population of the North American marketplace. In Europe our Austrian company UltraGuard Water Systems GmbH is developing a
POU product for the specific and demanding requirements of the European market.
MAGNESIUM-AIR FUEL CELLS
In December 2002 we acquired the rights to a magnesium-air fuel cell system developed by MagPower Systems Inc. The magnesium air fuel cells will be manufactured to the specifications and technical data to be furnished by the developer MagPower
Systems Inc. The magnesium air fuel cells provide greater safety and cost savings over the better-known hydrogen fuel cells. Both cell produce electricity through an electrochemical reaction but magnesium-based fuel cells are more environmentally
friendly, easier to recycle, more versatile and more efficient because they are simpler and safer.
Magnesium-Air Fuel Cells are cleaner; they support the global push for a sustainable environment. They are easily recycled, clean and consume no fossil fuels, produce no toxic emissions, thus reducing harmful greenhouse effects. To recharge the
cell, you basically remove the spent magnesium core, replace it with a new core and add salt or seawater electrolyte.
Magnesium-Air Fuel Cells are safer; the simple magnesium anode and natural electrolyte make this cell less combustible than a hydrogen fuel cell. Unlike hydrogen fuel cells, which use pure hydrogen, with magnesium-based fuel cells, no safety sealed
fuel storage is required, its fuel can be magnesium or magnesium-alloy. No special safety permits are required for transportation by plane. The magnesium-based fuel cell has an indefinite shelf life because the electrolyte can be removed before
storing the cell.
8
When power is needed, the electrolyte is poured back into the cell. Electrolyte in a non-magnesium fuel cell, power generator or battery cannot be removed, stored and reused by the consumer. This sustainability provides a reliable source of power
for emergency situations.
The magnesium air fuel cell will be packaged with the UV POU and POE purification systems to provide a permanent or portable purification system for either temporary service application, emergency stand-by or for remote dwellings or villages where
electrical power is unavailable.
WASTERWATER SYSTEMS
The UV disinfection system is sold under its registered trademark, UltraGuard
®
SLR System. The UltraGuard
®
system incorporates: 1) low-pressure, high intensity, high efficiency UV lamps, 2) infinitely variable
ultraviolet lamp controllers, 3) a patented high-performance reactor module, 4) patented flow-balanced weirs, and 5) an automatic quartz sheath cleaning system. Currently this product is primarily sold for municipal wastewater disinfection. However,
our UV technology can be applied to many treatment needs. These include industrial process water disinfection, potable water disinfection, and other fluid and air disinfection. UV disinfection systems have none of the safety issues with which
chlorination systems must deal. UV has the advantage of being relatively simple to operate and maintain. UV disinfection is a physical, rather than chemical process, using UV radiation to permeate bacterial and viral cell walls and prevent the cells
from replicating.
On January 26, 2001, we entered into a Strategic Alliance Agreement (and associated agreements) with US Filter’s Wallace and Tiernan Products group (USFilter) to market our Ultra Guard® wastewater UV System in North, South and Central
America and the Caribbean, filed with the SEC on Form 8-K on February 27, 2001.
On February 5, 2002 we signed an agreement with Clearwater Technologies Inc wherein Clearwater agreed to assume the manufacturing for new UV projects. This agreement included Clearwater’s requirements to supply these products to our Strategic
Alliance partner, USFilter and to adhere to the terms and conditions contained within the USFilter Strategic Alliance Agreement. AS well, Clearwater was required to provide warranty services on previously delivered UV products. The Company was to be
paid a royalty on sales, the percentage scaled upward as the total sale volume increases. Clearwater failed to live up to its commitment, failed to pay the Company funds owed and generally failed to perform its commitments under the USFilter
Strategic Alliance Agreement. In August 2003 USFilter terminated the Alliance Agreement (and associated agreements).
On July 23, 2003 UVS issued writ against Clearwater for recovery of amounts owing.
MARKETING.
The Company’s UV POU and POE purification systems will be marketed under the brand name UltraFlo and the fuel cell system will be brand named UltraCell. Our UltraFlo products will be sold through distributor companies and directly through our
website. An E-commerce marketing section to be setup within our website will permit retail users to purchase products and components directly. In addition, UltraCell products will be marketed through MagPower, under a recently amended license
agreement (on February 4, 2004), and by the Company through distributors to be setup in the various countries. Setting up the representative and distributor network for the UltraFlo and UltraCell products will be an ongoing process. Until
MagPower’s development program on the fuel cell is complete, the signing up of distributors has been delayed. Until the fuel cell product becomes market ready in mid to late 2004 the Company’s focus will be on identifying future
distributors and promoting awareness of the UltraCell
9
product through consultants in strategic market locations. Strategic partners will be identified with whom we will form alliances. As well, home name brand distributors, large plumbing contractors, building developers, etc will be approached to
market the UltraFlo products.
In Korea, our wastewater product Licensee Vitzrosys manufactures exclusively for the Korean and non-exclusively for the Asian Market.
CUSTOMERS
The POE and POU UltraFlo UV purification system will be sold world wide, to a population, which has become very concerned about the safety of the water they consume.
Water quality is generally deteriorating worldwide. The UNESCO World Water Development Report states “disinfection at the point of use is consistently the most cost-effective intervention”. With outbreaks of e-coli and other bacteria
occurring in the municipal water supply (Walkerton, Ontario), surface water and the aquifer, the population is becoming increasingly concerned that water needs special handling to make it safe. The occurrence of contaminates in the water supply
(Giardia, and Cryptosporidium cysts), which cannot be deactivated by chlorine give people cause for concern. Ultraviolet and filtration can deactivate or remove these cysts as well as bacteria and virus from drinking water, making it safe for
consumption. Concerns about the drinking water supply even in areas with municipal water treatments facilities, has driven consumers to bottled water, delivery water and home filtration. We believe these consumers are potential clients for the POE
and POU UltraFlo UV purification systems. UltraGuard Water Systems GmbH (now discontinued operations) was set up to manufacture the POU UltraFlo UV produces in Germany and market it the European Union Countries (“EU”) to exploit the EU
and other European markets potential. The market potential was increased when the European Commission recently brought in strict guidelines (“EU Water Framework Directive”). Effective January 2004 member states must ensure that drinking
water meets stringent guidelines to protect the quality of both hot and cold water that consumers receive from their taps; the Point of Use.
In areas where electrical power is unavailable, the Magnesium-Air Power Cell (UltraCell) will provide a source of power to the population of the world’s most remote areas. On the African continent, in countries such as South Africa the
UltraFlo POU purification systems in combination with the UltraCell we can provide safe, clean drinking water. In addition, the UltraCell will supply power to those remote areas for lighting and basic services such as radio, television and even
computers. Any area in the countries of the world where a reliably, full time electrical supply is unavailable or where natural or human caused disasters may interrupt the electrical power supply, can use the UltraCell as a full time or emergency
stand-by power source.
COMPETITION
The Company competes with many other producers of UV equipment and other water treatment technologies, many of which are more established and have significantly greater resources. We compete with technologies currently in use, including
chlorination, ozonation, reverse osmosis and micro filtration. Competitive factors include system effectiveness, safety regulation costs, operational cost and practicality of application and potential adverse health effects. We are not unaware of
any competing technologies using fuel cells in conjunction with UV; nor are we aware of any magnesium air fuel cells in use to power ultraviolet systems, lighting and related services.
10
REGULATORY MATTERS
Our business is conducted from British Columbia, Canada. We are not subject to any special regulatory requirements above those that are applicable to businesses in general in Canada and the United States.
We are not aware of any regulations that would adversely affect our ability to market our products
EMPLOYEES
As of December 31, 2003, the Company had three (3) full time employees. Two (2) of the full-time employees are engaged in management activities, and one (1) is engaged in office services.
ITEM 2. DESCRIPTION
OF PROPERTY
During the period January 1, 2003 to August 31, 2003 our Company was domiciled at 2
nd
Floor – 5763 – 203 A Street in Langley, B.C. During this period we rented our premises on a month-to-month basis and incurred rental
expenses of $3,448.56. In September 2003, the Company’s executive offices were relocated to 914 Sherwood Avenue, Coquitlam, British Columbia. The premises have approx. 400 square feet of executive offices. No rent was payable for the
period September 1, 2003 to December 31, 2003. Commencing in January 1, 2004, the Company will incur a monthly rental of $475.00. The space is leased on a month-to-month basis. No Insurance plans cover the contents.
ITEM 3. LEGAL
PROCEEDINGS
On October 20, 1998 a suit was filed in the Supreme Court of British Columbia by Thomas O’Flynn against Service Systems, Kenneth Fielding (Service Systems’ President and Director), and Charles P Nield (a former Director and Vice
President of the Company). O’Flynn alleges that in April of 1996, he purchased shares of Service Systems’ common stock based on a representation that they would be free trading in 40 days of “the filing of a prospectus”. He
further alleges that, in September of 1996, he purchased additional shares of common stock based on the representation that the shares would be free trading within 40 days of the common stock becoming free trading. O’Flynn alleges that the
representation was a warranty and was incorrect. He further alleges that he suffered a loss because the share price decreased while he was holding the shares. He seeks damages for breach of warranty, negligence, misrepresentation and breach of
fiduciary duty. The amount claimed is not specified. The Company filed an answer denying the claims and continues to actively defend the suit. Examination for discovery of Charles P Nield was conducted in June 1999, since then there has been no
further activity.
On April 25, 2003, Chelverton Fund Limited filed a suit in the Supreme Court of British Columbia against the Company for non-payment of debt in the amount of $155,000. The Company entered an appearance and filed a defense against this claim and
attempted to negotiate a settlement. Chelverton filed additional information that supported their claim and the Company responded with a “no defines” position and judgment was issued in the amount of $193,944 (C$234,642)
including interest and legal costs On April 5, 2004 the Company appeared in Supreme Court to provide to Chelverton and the court, specific information pertaining to the Company’s assets and its ability to pay the judgment including interest.
The hearing was adjourned; the Company will be required to provide additional detailed financial information.
On June 6
th
, 2003 a group of shareholders consisting of the original owners of Innovative Fuel Cell Technologies Inc (Shareholder Group) filed a consent resolution, which among other things elected a new slate of directors and revised the
company by-laws. The Company refused to accept the consent
11
resolution or by-laws as in the opinion of the Company’s legal counsel, the consent resolutions were not in accordance with Nevada Statutes or the filing requirements of Security and Exchange Commission. At a directors meeting held June
9
th
, 2003, the Company elected two additional directors; Edward a White and Erin Strench to the Company board, bringing the total number of directors to five. On June 16, 2003 the Shareholder Group filed for and obtained a temporary
restraining order (TRO) against the Company and its five director prohibiting the Company from among other things, issuing stock, transferring assets, changing management and other actions that would affect the
status quo
of the Company. In
addition two shareholders issued writs against the four directors, alleging breach of fiduciary duty in respect of the issue of certain common shares to John Gaetz, Ken Fielding and others. On June 24, 2003, in discussions between legal counsel for
plaintiff, respondent and the hearing Judge; Judge Adams, the TRO was vacated and a date of July 2, 2003 was set for a new TRO hearing to be held in Reno, Nevada. At the July 2, 2003 TRO hearing Judge Adams did not grant a TRO and requested the
plaintiff and respondent file a series of three briefs outlining their position. The first brief was filed on July 11, 2003 by our counsel. The plaintiff responded on July 18, 2003 and our counsel filed the final brief on July 25, 2003. The
Company’s counsel has responded to the various other suits filed against the Company and its directors. The Company had attempted during the second quarter to have these cases moved from Nevada State court to federal court and in the third
quarter we were advised that these cases would be heard in federal court. Subsequent to December 31, 2003, in March 2004 the Company’s legal counsel filed to withdraw from the action as a result of non-payment of legal fees. The court approved
the withdrawal in two of the four cases. By April 29, 2004, the Plaintiff and the Defendant must file a proposed pre-trial order with the Federal Court, which upon approval, the Court will set down for trial. In the interim the parties to this
dispute are attempting to reach a settlement in all matters. The Company and the Directors have been attempting to settle this matter out of court and continues to make progress in that regard, expecting that early in the second quarter the matter
should be settled.
ITEM 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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