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Fantatech Inc – ‘8-K/A’ for 11/6/02

On: Tuesday, 1/21/03, at 12:49pm ET · For: 11/6/02 · Accession #: 1010549-3-11 · File #: 0-24374

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/21/03  Fantatech Inc                     8-K/A:7    11/06/02    1:41K                                    Secs Transfer Corp/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           23     86K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements, Pro Forma Financial Information and Exhibits
1	1st Page - Filing Submission
2	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

8-K/A 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON DC 20549

______________

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 Date of report (Date of earliest event reported) November 6, 2002

 LUCAS EDUCATIONAL SYSTEMS, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)

     Delaware                     0-24374                   62-1690722
--------------------------------------------------------------------------------
(State of Other Jurisdiction         (Commission               (IRS Employer    
      of Incorporation)              File Number)            Identification No.)

 Flat K, 12/F., International Industrial Centre,
 2-8 Kwei Tei St. Fo Tan Shatin N.T. Hong Kong
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)

Registrant's telephone number, including area code   (0755) 83365354-267        

8-K/A 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.    

         Set forth below are the Financial  Statements  and Pro Forma  Financial
Statements  related to the  Registrants  acquisition of Intsys Share Limited,  a
British Virgin Islands  corporation on November 6, 2002. A Form 8-K detailing of
the acquisition was filed with the Security Exchange  Commission on November 21,
2002.                                                                           

(a)      Financial Statements.                                                  

 INTSYS SHARE LIMITED AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Pages
                                                                           -----

Report of Independent Auditors                                               F-2

Consolidated Balance Sheet as of December 31, 2001                           F-3

Consolidated Statements of Operations for the years ended                       
December 31, 2001 and 2000                                                   F-4

Consolidated Statements of Changes in Stockholders' Equity                      
for the years ended December 31, 2001 and 2000                               F-5

Consolidated Statements of Cash Flows for the years ended                       
December 31, 2001 and 2000                                                   F-6

Notes to Consolidated Financial Statements                           F-7 to F-13

Unaudited Consolidated Balance Sheet as of September 30, 2002               F-14

Unaudited Consolidated Statement of Operations for the nine months              
ended September 30, 2002                                                    F-15

Unaudited Consolidated Statement of Cash Flows for the nine months              
ended September 30, 2002                                                    F-16

Notes to Consolidated Financial Statements                                  F-17

F-1 

8-K/A 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
INDEPENDENT AUDITORS' REPORT

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS                                      
OF INTSYS SHARE LIMITED                                                         

We have  audited the  accompanying  consolidated  balance  sheet of Intsys Share
Limited (the  "Company")  including its subsidiary  (the "Group") as of December
31, 2001 and the  related  consolidated  statements  of  operations,  changes in
stockholders'  equity and cash flows for the years ended  December  31, 2001 and
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.                          

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of the Group as of
December 31, 2001 and the results of its  operations  and its cash flows for the
years ended  December 31, 2001 and 2000 in conformity  with  generally  accepted
accounting principles in the United States of America.                          

Thomas Leger & Co., L.L.P.                                                      
Houston, Texas                                                                  
August 22, 2002                                                                 

F-2 

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 INTSYS SHARE LIMITED and subsidiary
CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 2001
 (UNITED STATES DOLLARS)

                                                                    2001
                                                                      ----------

ASSETS
Current assets                                                                  
   Cash                                                               $  310,976
   Trade receivables, net of allowance of $25,036                        454,698
   Related party receivable                                              132,313
   Inventories                                                         1,482,048
Costs and estimated earnings in excess of billings                        
      on uncompleted contracts                                           624,157
   Deposits and prepayments                                              346,683
   Other receivables                                                      66,625
                                                                      ----------

Total current assets                                                   3,417,500
                                                                      ----------

Property, plant and equipment, net                                     1,057,238
                                                                      ----------

Total assets                                                          $4,474,738
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities                                                             
   Accounts payable                                                   $   38,627
   Related party payable                                                 385,542
   Accrued liabilities and other payables                                448,707
Billings in excess of costs and estimated                                 
     earnings on uncompleted contracts                                    49,573
                                                                      ----------

Total current liabilities                                                922,449

Minority interests                                                     1,253,895

Commitments and contingencies (Note 9)                                          

Stockholders' equity                                                            
Common stocks; $.01 par value; 50,000,000 shares                                
   authorized, issued and outstanding                                    500,000
Additional paid-in capital                                             1,359,444
Retained earnings                                                        438,950
                                                                      ----------

Stockholders' equity                                                   2,298,394
                                                                      ----------

Total liabilities and stockholders' equity                            $4,474,738
                                                                      ==========

The accompanying footnotes are an integral part of these financial statements.

F-3 

8-K/A 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
 INTSYS SHARE LIMITED and subsidiary
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
 (UNITED STATES DOLLARS)

                                                    2001            2000
                                                    ----------      ----------

SALES                                                $6,085,797      $3,843,502 

COST OF SALES                                         5,073,751       3,217,497 
                                                    ----------      ----------

GROSS PROFIT                                          1,012,046         626,005 

SELLING AND MARKETING EXPENSES                          211,204         106,075 

GENERAL AND ADMINISTRATIVE EXPENSES                     448,658         379,580 

MINORITY INTEREST                                       135,823          53,135 
                                                    ----------      ----------

INCOME FROM OPERATIONS                                  216,361          87,215 

OTHER INCOME (LOSS)                                                             
  Net gain on sale of investments                       81,178          64,262
   Loss on disposition of fixed assets                  (44,001)        (20,584)
   Interest expense                                        (768)        (42,015)
  Interest income                                       29,036          11,600
                                                    ----------      ----------

INCOME BEFORE TAX PROVISION                             281,806         100,478 

INCOME TAX EXPENSE                                       24,961            --   
                                                    ----------      ----------

NET INCOME                                           $  256,845      $  100,478 
                                                    ==========      ==========

The accompanying footnotes are an integral part of these financial statements.

F-4 

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                       INTSYS SHARE LIMITED AND SUBSIDIARY                                              
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                                   
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                                         
                             (UNITED STATES DOLLARS)                                                    

                                            Common Stock       Additional                      Total    
                             -----------------------------      Paid-In        Retained    Stockholders'
                                Shares           Amount         Capital        Earnings       Equity    
                             -------------   -------------   -------------  -------------  -------------
                                                                                                        
Balance, December 31, 1999      50,000,000   $     500,000   $     428,119  $      81,627  $   1,009,746

Capital contributed                   --              --           931,325           --          931,325

Net income                            --              --              --          100,478        100,478
                             -------------   -------------   -------------  -------------  -------------
Balance, December 31, 2000      50,000,000         500,000       1,359,444        182,105      2,041,549

Net Income                            --              --              --          256,845        256,845
                             -------------   -------------   -------------  -------------  -------------

Balance, December 31, 2001      50,000,000   $     500,000   $   1,359,444  $     438,950  $   2,298,394
                             =============   =============   =============  =============  =============


The accompanying footnotes are an integral part of these financial statements.

F-5 

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                       INTSYS SHARE LIMITED AND SUBSIDIARY                                      
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                     
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                                 
                             (UNITED STATES DOLLARS)                                            

                                                                          2001          2000    
                                                                      -----------   ----------- 
                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES                                                            
Net income                                                            $   256,845   $   100,478 
Adjustments to reconcile net income to                                                          
     net cash provided by operating activities:                                                 
     Depreciation expense                                                 454,073       282,864 
     Loss on disposition of fixed assets, net                              44,001        20,584 
     Gain on disposition of short-term investments                        (81,178)      (64,262)
     Minority interest expense                                            135,823        53,135 
Changes in operating assets and liabilities:                                                    
     Increase in trade receivables                                       (226,669)     (305,126)
     Increase in Inventories                                             (702,007)     (471,325)
     (Decrease) increase in costs and estimated                                                 
        earnings in excess of billings on uncompleted contracts          (584,434)      411,474 
     (Decrease) increase in deposits and prepayments                       (3,139)      495,337 
     Decrease in other receivables                                        253,147        42,104 
     Decrease in billings in excess of costs and                                                
       estimated earnings on uncompleted contracts                       (234,698)     (653,963)
     (Decrease) increase in accounts payable and accrued liabilities     (262,088)      932,869 
                                                                      -----------   ----------- 

Net cash  used  by operating activities                                  (950,324)      844,169 
                                                                      -----------   ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                            
     Capital expenditures                                                 (70,545)   (1,183,449)
     Proceeds from disposition of fixed assets                             49,375          --   
     Purchase of short-term investments                                   (63,623)      (79,418)
     Proceeds from sale of short-term investments                         157,457       131,024 
                                                                      -----------   ----------- 

Cash provided (used) by investing activities                               72,664    (1,131,843)
                                                                      -----------   ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                            
     Capital contributions                                                   --         931,325 
     Proceeds from bank loan                                                 --         963,855 
     Principal payments on bank loan                                     (963,855)         --   
                                                                      -----------   ----------- 

Cash provided (used) by financing activities                             (963,855)    1,895,180 
                                                                      -----------   ----------- 

NET INCREASE (DECREASE) IN CASH                                        (1,841,515)    1,607,506 

Cash and cash equivalents, at beginning of period                       2,152,491       544,985 

                                                                      -----------   ----------- 
Cash and cash equivalents, at end of period                           $   310,976   $ 2,152,491 
                                                                      ===========   =========== 

Supplementary disclosures of cash flow information:                                             
      Interest paid                                                   $       768   $    42,015 
                                                                      ===========   =========== 
      Taxes paid                                                      $    35,079   $      --   
                                                                      ===========   =========== 

The accompanying footnotes are an integral part of these financial statements.

 F-6

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INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   DESCRIPTION OF BUSINESS AND BUSINESS COMBINATION                           

     Intsys Share Limited  ("Company")  was  incorporated  in the British Virgin
     Islands on April 29, 2002. The Company is a holding company for investments
in operating companies.                                               

     During  May  2002,  the  Company  acquired  a 65.41%  interest  in  Shenzen
     Digitainment Co., Ltd.  (Digitainment)  and the former owners of the 65.41%
     interest in Digitainment  have become all the  shareholders of the Company.
     The Company is indirectly controlled by Shenzhen Huaqiang Holdings Limited,
     which also indirectly controls the minority interest  shareholder  (34.59%)
of Digitainment.                                                      

     Since its  incorporation,  the  Company  has not  engaged  in any  business
     transactions  except for the acquisition of  Digitainment.  Digitainment is
     principally  engaged  in  the  design,   development  and  construction  of
     4-dimension  cylindrical  screen system,  digital video,  intelligent  weak
     current  engineering,  theme sites and similar computer system  integration
     projects  and the  sale of  entertainment  and  amusement  products  in the
   Peoples Republic of China ("PRC"). All current operations are in the PRC.

2.   Basis of presentation and consolidation                                    

     The  accompanying  financial  statements  are prepared in  accordance  with
   generally accepted accounting principles in the United States of America.

     The  business  combination  referred  to in note 1 above is  deemed to be a
     reverse   acquisition  and  the  acquisition  of  the  65.41%  interest  in
     Digitainment  has been accounted for at historical cost. For the purpose of
     presenting the financial statements on a consistent basis, the consolidated
     financial  statements  have been  prepared  as if the  Company  had been in
     existence  since December 31, 1999 and throughout the whole periods covered
by those financial statements.                                        

     The consolidated  financial  statements include the financial statements of
     the Company and its 65.41% owned subsidiary.  All significant  intercompany
     balances and transactions,  including  intercompany  profits and unrealized
profits and losses are eliminated on consolidation.                   

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

Cash and cash equivalents                                             
-------------------------                                             

     Cash and cash  equivalents  include cash on hand,  demand and time deposits
     with banks and liquid investments with an original maturity of three months
or less.                                                              

Short-term Investments                                                
----------------------                                                

     The Company  follows  Statement of Financial  Accounting  Standards No. 115
     "Accounting  for  Certain  Investments  in  Debt  and  Equity  Securities."

F-7 

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INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     Accordingly,    the   Company   classifies   short-term    investments   as
     available-for-sale  and at their fair value.  Unrealized  holding gains and
losses are included as a component of                                 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued                  

     other  comprehensive  income until realized.  Realized gains and losses are
     determined  by the  specific  identification  method and are  reflected  in
     income. There were no short-term investments at December 31, 2001. Proceeds
     and gross  realized gains from the sale of short-term  investments  for the
     year ended  December  31,  2001 were  $157,457  and  $81,178  respectively.
     Proceeds and gross realized  gains from the sale of short-term  investments
     for  the  year  ended   December   31,  2000  were   $131,024  and  $64,262
respectively.                                                         

Inventory                                                             
---------                                                             

     Inventories  consist of raw  materials and are stated at the lower of cost,
     on a first-in,  first-out  basis,  or net  realizable  value.  Costs of raw
     materials  include  purchases  and related  costs  incurred in bringing the
products to their present location and condition.                     

Property, plant and equipment                                         
-----------------------------                                         

     Property,  plant and  equipment  are  recorded at cost.  Gains or losses on
     disposals  are  reflected in current  operations.  Major  expenditures  for
     betterments  and  renewals  are   capitalized.   All  ordinary  repair  and
     maintenance  costs are expensed as  incurred.  Depreciation  for  financial
     reporting  purposes is  provided  using the  straight-line  method over the
     estimated  useful  lives of the  assets,  generally  three  to five  years.
     Leasehold  improvements  are  amortized on a  straight-line  basis over the
 shorter of the useful life of the improvement or the term of the lease.

     The carrying  value of property,  plant and equipment is assessed  annually
     and when factors  indicating  impairment is present,  the carrying value of
     the fixed  assets is  reduced by the  amount of the  impairment.  The Group
     determines  the  existence of such  impairment  by  measuring  the expected
     future cash flows (undiscounted and without interest charges) and comparing
     such amount to the net asset carrying value. An impairment loss, if exists,
     is measured as the amount by which the carrying amount of the asset exceeds
the fair value of the asset.                                          

Revenue and cost recognition                                          
----------------------------                                          

     The  Company   principally   derives  its  revenue  from  (i)  the  design,
     development  and  construction  of 4-dimension  cylindrical  screen system,
     digital  video,  intelligent  weak  current  engineering,  theme  sites and
     similar   computer   system   integration   projects,   (ii)  the  sale  of
entertainment and amusement products, and (iii) equipment rental.     

(i)  Long-term construction contract revenue and costs                

          Long-term  construction  contract  revenue and costs are recognized as
          revenue and expenses in the  statement of  operations  by reference to
          the  stage  of  completion  of a  contract  (i.e.  the  percentage  of
          completion  method) when the outcome of that contract can be estimated
          reliably. The stage of completion of a contract is determined based on
          the proportion that costs incurred to balance sheet date bear to total
          estimated  costs.  A loss on a contract  is  recognized  as an expense
          immediately  when it is probable that total contract costs will exceed
total contract  revenue.                                    

F-8 

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INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued        

          Costs attributable to unpriced change orders would be treated as costs
          of contract  performance in the period in which the costs are incurred
          if it is not  probable  that the  costs  will be  recovered  through a
          change in the contract price. If it is probable that the costs will be
          recovered  through  a change  in the  contract  price,  they  would be
          treated as costs of contract  performance  in the period in which they
          are incurred,  and contract  revenue would be recognized to the extent
          of the costs incurred.  If it is probable that the contract price will
          be adjusted by an amount that  exceeds the costs  attributable  to the
          change  order and the amount of the excess can be reliably  estimated,
          the  original  contract  price would also be adjusted  for that amount
          when the costs are recognized as costs of contract  performance if its
realization is probable.                                    

(ii) Sale of entertainment and amusement products                     

          Revenue  from  sale  of  entertainment   and  amusement   products  is
          recognized  when the products are delivered to the customers.  Revenue
     is arrived at after deduction of any sales returns and discounts.

(iii) Equipment rental income                                         

          Equipment  rental income is recognized when the rentals become due and
receivable.                                                 

Income taxes                                                          
------------                                                          

     The Group accounts for income tax using Statements of Financial  Accounting
     Standards  ("SFAS") No. 109  "Accounting  for Income  Taxes".  SFAS No. 109
     requires an asset and  liability  approach  for  financial  accounting  and
     reporting  for  income  taxes and allows  recognition  and  measurement  of
     deferred  tax  assets  based  upon the  likelihood  of  realization  of tax
     benefits in future years. Under the asset and liability approach,  deferred
     taxes are provided for the net tax effects of temporary differences between
     the carrying  amounts of assets and  liabilities  for  financial  reporting
     purposes  and the  amounts  used  for  income  tax  purposes.  A  valuation
     allowance is provided for deferred tax assets if it is more likely than not
     these items will either  expire  before the Group is able to realize  their
benefits, or that future deductibility is uncertain.                  

Foreign currency translation                                          
----------------------------                                          

     The Group maintains its books and accounting  records in Renminbi:  ("RMB")
     the PRC's  currency.  Translation  of  amounts  from RMB in  United  States
     dollars   ("US$")  has  been  made  at  the  single  rate  of  exchange  of
     US$1.00:RMB8.30.  No  representation  is made that RMB amounts have been or
could be, converted into US$ at that rate.                            

     On January 1, 1994, the PRC government introduced a single rate of exchange
     as  quoted  daily by the  People's  Bank of China  (the  "Unified  Exchange
Rate").                                                               

F-9 

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INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued                  

     This quotation of the exchange rates does not imply free  convertibility of
     RMB to other foreign currencies. All foreign exchange transactions continue
     to take place either through the Bank of China or other banks authorized to
     buy and sell foreign currencies at the exchange rate quoted by the People's
     Bank of China.  Approval of foreign currency  payments by the Bank of China
     or other  institutions  required  submitting  a  payment  application  form
together with invoices, shipping documents and signed contracts.      

Jointly controlled operations                                         
-----------------------------                                         

     A joint  controlled  operation  is a joint  venture  in  which  two or more
     venturers  combine  their  operations,  resources and expertise in order to
     construct,  market  and  operate  jointly  a  particular  project  under  a
     contractual  arrangement  when no corporation,  partnership or other entity
     has been  established.  Different  parts of the  construction  process  are
     carried out by each of the venturers. Each venturers bear its own costs and
     takes a share of the  revenue  from the  project,  which is  determined  in
accordance with the contractual arrangement.                          

     In respect of its  interests in jointly  controlled  operations,  the Group
recognizes in the consolidated financial statements:                  

  (i)  the assets that it controls and the liabilities that it incurs; and

     (ii) the expenses  that it incurs and its share of the income that it earns
from the sale of goods or services by the joint ventures.   

Fair values of financial instruments                                  
------------------------------------                                  

     The Group  values its  financial  instruments  as required by SFAS No. 107,
     "Disclosures  about  Fair  Value of  Financial  Instruments".  The  Group's
     financial  instruments  primarily  consist  of cash and  cash  equivalents,
     accounts receivable, other receivables,  prepayments,  accounts payable and
     accruals. The carrying values of financial instruments approximate the fair
values because of their short-term maturities.                        

Use of estimates                                                      
----------------                                                      

     The  preparation of  consolidated  financial  statements in conformity with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities, disclosure of contingent assets and liabilities at the date of
     the consolidated financial statements, and the reported amounts of revenues
     and expenses during the reporting period.  Actual results could differ from
those estimates.                                                      

Reclassification                                                      
----------------                                                      

     Certain reclassifications have been made to the December 31, 2000 financial
     statements  in order to conform to the  classification  used in the current
year.                                                                 

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                       INSYS SHARE LIMITED AND SUBSIDIARY                           
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                     
--------------------------------------------------------------------------------    

4.   SUBSIDIARY                                                                     

     Details  of the  Company's  subsidiary  as of  December  31,  2001  were as    
     follows:                                                                       

                                               Ownership                            
                                               interest                             
                                            attributable to                         
      Company name   Place of registration     the Group       Principal activities 
     --------------  ---------------------  ---------------   ----------------------

                                                                                    
     Shenzhen        People's Republic of        65.41%       4-dimension           
     Digitainment    China                                    cylindrical screen    
     Co., Ltd.                                                system, digital video,
                                                              intelligent weak      
                                                              current engineering,  
                                                              theme sites and other 
                                                              computer system       
                                                              integration projects  
                                                              and the development   
                                                              and sale of           
                                                              entertainment and     
                                                              amusement products    
                                                              Investment holding    

5.   INVENTORIES                                                                

Inventories are summarized as follows at December 31, 2001:           

     Raw materials                                                    $  719,835
     Work-in-progress                                                    494,393
     Finished goods                                                      267,820
                                                                      ----------
                                                                      $1,482,048
                                                                      ==========

6.   COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS

                                                                      2001
                                                                      ----------

     Costs incurred on uncompleted contracts                          $6,636,260
     Estimated earnings to date                                          931,755
                                                                      ----------
                                                                       7,568,015

     Less: Billings to date                                            6,993,431
                                                                      ----------
                                                                      $  574,584
                                                                      ==========

  Included in the accompanying balance sheet under the following captions:

Costs and estimated earnings in excess                                  
        of billings on uncompleted contracts                            $624,157

Billings in excess of costs and estimated                               
         earnings on uncompleted contracts                                49,573
                                                                        --------
                                                                        $574,584
                                                                        ========

F-11

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INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

7.   PROPERTY, PLANT AND EQUIPMENT                                              

     Property,  plant, and equipment  consisted of the following at December 31,
2001:                                                                 

    Leasehold improvements                                             209,352
    Plant and machinery                                                 28,863
    Furniture and fixtures                                              85,893
    Computers and equipment                                          1,340,845
    Motor vehicles                                                     193,964
                                                                    ----------
                                                                     1,858,917

     Less: Accumulated depreciation                                    (801,679)
                                                                    ----------

                                                                     1,057,238
                                                                    ==========

8.   INCOME TAXES                                                               

     The Company's  subsidiary is subject to Enterprise Income Tax in the PRC at
     a rate of 15% on the net  profits.  However,  based on the local tax rules,
     the  Company is  entitled  to a tax  holiday for the first two years of its
     operations  and a 50%  reduction  of the rate for the third  through  fifth
     years of operations. The provision for taxes on earnings for the year ended
     December 31, 2001 was $24,961.  No provision for deferred tax (benefit) has
     been made as no significant  deferred tax  liabilities or assets existed as
of December 31, 2001.                                                 

9.   LEASE COMMITMENTS                                                          

Operating leases                                                      

     The following are the approximate  minimum lease payments that will have to
     be made in each of the years indicated based on operating  leases in effect
as of December 31, 2001:                                              

     2002                                                                $58,000
     2003                                                                 19,000
     2004                                                                  2,000
                                                                         -------

     Total minimum lease payments                                        $79,000
                                                                         =======

     The total rental expenses incurred for the year ended December 31, 2001 and
2000 amounted to $158,632 and $131,215 respectively.                  

10.  MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK                          

     Financial  instruments which potentially expose the Group to concentrations
     of credit  risk,  consist of cash and accounts  receivable  at December 31,
     2001.  The Company  performs  ongoing  evaluations of its cash position and
     credit  evaluations  at the  subsidiary  level to  ensure  collections  and
minimize losses.                                                      

F-12

8-K/A 14th Page of 23 TOC 1st Previous Next ↓Bottom Just 14th
INSYS SHARE LIMITED AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK Continued           

     One customer  accounted for  approximately  53% of sales for the year ended
     December 31, 2001. One customer  accounted for  approximately  62% of sales
for the year ended December 31, 2000.                                 

11.  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS                        

     The Group's operations are conducted in the PRC.  Accordingly,  the Group's
     business,  financial  condition and results of operations may be influenced
     by the political,  economic and legal  environments  in the PRC, and by the
general state of the PRC's economy.                                   

     The Group's operations in the PRC are subject to special considerations and
     significant risks not typically  associated with companies in North America
     and Western Europe.  These include risks associated with, among others, the
     political,  economic and legal  environments and foreign currency exchange.
     The Group's  results may be adversely  affected by changes in the political
     and social  conditions in the PRC, and by changes in governmental  policies
     with respect to laws and regulations,  anti-inflationary measures, currency
     conversion and remittance abroad, and rates and methods of taxation,  among
other things.                                                         

12.  RELATED PARTY TRANSACTIONS                                                 

     The financial  statements  include balances and  transactions  with related
     parties at December 31, 2001.  Sales to and purchases from related  parties
     were at the same prices as if these  transactions  were with third parties.
     The Company's subsidiary has cash deposits and a receivable of $288,640 and
$21,428 respectively with an affiliate that controls the subsidiary.  

     The Company's  subsidiary  entered into a contract with an affiliate  which
     has  a  common  director  and  both  entities  are  controlled  by  another
     affiliate.  Total  revenue  recognized  related  to  this  contract  by the
     subsidiary  during 2001 was $260,963 and the amount  receivable at December
31, 2001 from this affiliate was $132,313.                            

     During 2001, the Company's  subsidiary purchased certain components for its
     products from an affiliate which controls the  subsidiary.  Total purchases
     from the  affiliate  and the  related  payable  at  December  31,  2001 was
     $385,542. In addition, the Company's subsidiary sold products and equipment
of $391,309 to this affiliate.                                        

     The Company's  subsidiary leases certain facilities from an affiliate which
     controls the subsidiary.  Total rent and building management fees for these
 facilities were $76,813 for the years ended December 31, 2001 and 2000.

13.  SUBSEQUENT EVENTS                                                          

     On September  18, 2002,  subject to the terms and  conditions  of the stock
     purchase agreement,  the Company acquired 70% of the issued and outstanding
     stock of Hytechnology  Inc. (a Delaware,  USA  corporation) for $172,000 in
cash.                                                                 

F-13

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 INTSYS SHARE LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2002
 (UNITED STATES DOLLARS)

ASSETS

Current assets                                                                  
     Cash and bank balances                                           $3,280,836
     Trade receivables, net of allowance of $25,036                      449,215
     Related party receivables                                           154,979
     Inventories                                                       1,562,515
Costs and estimated earnings in excess of billings on                 
     uncompleted contracts                                               389,014
     Deposits and prepayments                                            383,321
     Other receivables                                                   222,015
                                                                      ----------

Total current assets                                                   6,441,895
                                                                      ----------

Property, plant and equipment, net                                       642,482
                                                                      ----------

Total assets                                                          $7,084,377
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY            

Current liabilities                                                             
     Bank loans                                                       $2,168,675
     Accounts payable                                                     95,315
     Accrued liabilities and other payables                              855,468
Billings in excess of costs and estimated earnings                    
uncompleted contracts                                                     91,810
                                                                      ----------

Total current liabilities                                              3,211,268
                                                                      ----------

Minority interest                                                      1,364,866
                                                                      ----------

Stockholders' equity                                                            
     Common stocks                                                       500,000
     Additional paid-in capital                                        1,359,444
     Retained earnings                                                   648,799
                                                                      ----------

Total stockholders' equity                                             2,508,243
                                                                      ----------

Total liabilities and shareholders' equity                            $7,084,377
                                                                      ==========

F-14

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 INTSYS SHARE LIMITED AND SUBSIDIARY
 STATEMENT OF INCOME (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
 (UNITED STATES DOLLARS)

SALES                                                               $ 4,314,589 

COSTS OF SALES                                                        3,348,410 
                                                                   -----------

GROSS PROFIT                                                            966,179 

SELLING AND MARKETING EXPENSES                                          275,504 

GENERAL AND ADMINISTRATIVE EXPENSES                                     294,780 

MINORITY INTEREST                                                       110,972 
                                                                   -----------

INCOME FROM OPERATIONS                                                  284,923 

OTHER INCOME (EXPENSE)                                                          
     Interest expense                                                    (9,386)
    Interest income                                                      3,631
                                                                   -----------
INCOME BEFORE TAX PROVISION                                             279,168 

INCOME TAX EXPENSE                                                       69,320 
                                                                   -----------

NET INCOME                                                          $   209,848 
                                                                   ===========

F-15

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 INTSYS SHARE LIMITED AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
 (UNITED STATES DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net income                                                          $   209,848 
Adjustments to reconcile net income to                                          
net cash provided by operating activities:                            
    Depreciation expense                                               377,961
    Loss on disposal of fixed assets                                    49,305
    Minority interest expense                                          110,972
Changes in operating assets and liabilities:                                    
     Increase in trade receivables                                      (17,183)
     Increase in Inventories                                            (80,467)
Decrease in costs and estimated                                       
       earnings in excess of billings on uncompleted contracts         235,143
     Increase in deposits and prepayments                               (36,638)
     Increase in other receivables                                     (155,389)
Increase in billings in excess of costs and                           
      estimated earnings on uncompleted contracts                       42,237
    Increase in accounts payable and accrued liabilities                77,905
                                                                   -----------

Net cash provided by operating activities                               813,694 
                                                                   -----------

CASH FLOWS FROM INVESTING ACTIVITIES                                            
     Capital expenditures                                               (12,510)
                                                                   -----------

Cash provided (used) by investing activities                            (12,510)
                                                                   -----------

CASH FLOWS FROM FINANCING ACTIVITIES                                            
    Proceeds from bank loan                                          2,168,676
                                                                   -----------

Cash provided by financing activities                                 2,168,676 
                                                                   -----------

NET INCREASE IN CASH                                                  2,969,860 

Cash and cash equivalents, at beginning of period                       310,976 

                                                                   -----------
Cash and cash equivalents, at end of period                         $ 3,280,836 
                                                                   ===========

Supplementary disclosures of cash flow information:                             
     Interest paid                                                 $     9,386
                                                                   ===========
     Taxes paid                                                    $   126,696
                                                                   ===========

F-16

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INTSYS SHARE LIMITED AND SUBSIDIARY 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
--------------------------------------------------------------------------------

NOTE 1. - BASIS OF PRESENTATION                                                 

The  accompanying  unaudited  financial  statements  of Intsys Share Limited and
Subsidiary have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim  financial  information and
with the  instructions  to Form 10QSB and Item 310(b) of Regulation S-B. They do
not  include  all  of the  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management, all adjustments,  consisting
only  of  normal  recurring   adjustments,   considered  necessary  for  a  fair
presentation,  have  been  included  in  the  accompanying  unaudited  financial
statements.  Operating  results for the periods  presented  are not  necessarily
indicative of the results that may be expected for the full year.               

These  financial  statements  should be read in  conjunction  with the financial
statements and footnotes, which are included as part of financial statements for
the year ended December 31, 2001.                                               

F-17

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                                                        [Enlarge/Download Table]


(b) Pro Forma Financial Statements.                                                                     

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION                                                      

The following  unaudited pro forma combined financial  statements give effect to                        
the merger using the purchase method of accounting as prescribed by Statement of                        
Financial  Accounting  Standards No. 141 "Business  Combinations." The following                        
unaudited pro forma combined  financial  statements and the  accompanying  notes                        
should be read in  conjunction  with the  historical  financial  statements and                         
related  notes of Lucas  Educational  Systems,  Inc.  (Lucas)  and Intsys  Share                        
Limited and Subsidiary (Intsys) which are included elsewhere in this document.                          

The  unaudited  pro  forma  combined  financial   statements  are  provided  for                        
information  purposes  only and do not purport to  represent  what the  combined                        
financial  position and results of operations  would have been had the merger in                        
fact occurred on the dates indicated. The following unaudited pro forma combined                        
balance sheet represents the combined  financial position of Lucas and Intsys as                        
of September 30, 2002. The unaudited pro froma combined statements of operations                        
give effect to the proposed  merger of Lucas and Intsys by combining the results                        
of  operations  for the year ended  December  31, 2001 and the nine month period                        
ended September 30, 2002,  assuming the merger occurred in the earliest  period.                        
The  unaudited  pro  forma  combined  financial  statements  are  presented  for                        
illustrative  purposes only. The pro forma  adjustments are based upon available                        
information and assumptions that management believes are reasonable.                                    

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                     INTSYS SHARE LIMITED AND SUBSIDIARY AND                                            
          LUCAS EDUCATIONAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY)                                 
                        PRO FORMA COMBINED BALANCE SHEET                                                
                               SEPTEMBER 30, 2002                                                       

                                                  LUCAS          INTSYS                                 
                                               EDUCATIONAL       SHARE                                  
                                                 SYSTEMS        LIMITED      PRO FORMA                  
       ASSETS                                  (Unaudited)    (Unaudited)   ADJUSTMENTS       PRO FORMA 
---------------------                          -----------    -----------   -----------      -----------
                                                                                                        
CURRENT ASSETS                                                                                          
  Cash and cash equivalents                    $        18    $ 3,280,836   $      --        $ 3,280,854
  Trade receivables                                   --          449,215          --            449,215
  Related party receivables                           --          154,979       154,979                 
  Inventories                                         --        1,562,515          --          1,562,515
  Costs and estimated earnings in excess                                                                
    of billings on uncompleted contracts              --          389,014          --            389,014
  Prepaid expenses                                    --          383,321          --            383,321
  Other receivables                                   --          222,015          --            222,015
                                               -----------    -----------   -----------      -----------
  Total current assets                                  18      6,441,895          --          6,441,913

PROPERTY AND EQUIPMENT, NET                           --          642,482          --            642,482
                                               -----------    -----------   -----------      -----------
                                               $        18    $ 7,084,377   $      --        $ 7,084,395
                                               ===========    ===========   ===========      ===========

  LIABILITIES AND SHAREHOLDERS' EQUITY                                                                  

CURRENT LIABILITIES                                                                                     
   Accounts payable and accrued expenses       $     7,721    $   950,783   $   103,000  3   $ 1,061,504
   Bank loan                                          --        2,168,675          --          2,168,675
   Due to affiliate                                 15,188           --         (15,188) 2          --  
   Billings in excess of costs and estimated                                                            
    earnings on uncompleted contracts                 --           91,810          --             91,810
                                               -----------    -----------   -----------      -----------
   Total current liabilities                        22,909      3,211,268        87,812        3,321,989

Minority interest                                     --        1,364,866          --          1,364,866

Shareholders' equity                                                                                    
   Common stock                                        192        500,000      (460,000) 1        40,192
   Paid-in capital                               3,336,706      1,359,444    (2,884,601) 1,2   1,811,549
   Retained earnings(deficit)                   (3,359,311)       648,799     3,256,311  1,3     545,799
   Treasury stock                                     (478)          --             478  1          --  
                                               -----------    -----------   -----------      -----------
                                               $        18    $ 7,084,377   $      --        $ 7,084,395
                                               ===========    ===========   ===========      ===========

Notes to Pro Forma Financial Statements                                         

1.   Adjustment  to record  changes  for stock  issued  and  recapitalize  Lucas
     Educational  Systems,  Inc.  with the  capital  structure  of Intsys  Share
     Limited and Subsidiary reflecting change in par value from $0.01 to $0.001.

2.   To convert outstanding related party payables into shares of common stock. 

3.   To record merger costs.                                                    

4.   Eliminate loss from discontinued operations.                               

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                    INTSYS SHARE LIMITED AND SUBSIDIARY AND                                       
          LUCAS EDUCATIONAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY)                           
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS                                     
                      FOR THE YEAR ENDED DECEMBER 31, 2001                                        

                                        LUCAS           INTSYS                                    
                                     EDUCATIONAL        SHARE                                     
                                       SYSTEMS         LIMITED        PRO FORMA                   
                                     (Unaudited)     (Unaudited)     ADJUSTMENTS       PRO FORMA  
                                    ------------    ------------    ------------     ------------ 
                                                                                                  
Gross revenue                       $       --      $  6,085,797    $       --       $  6,085,797 
Cost of sales                               --         5,073,751            --          5,073,751 
                                    ------------    ------------    ------------     ------------ 
Gross profit                                --         1,012,046            --          1,012,046 

Selling, general and                                                                              
  administrative expenses                   --           659,862         103,000  3       762,862 
Minority interest                           --           135,823            --            135,823 
Other income, net                           --           (65,445)           --            (65,445)
Income tax expense                          --            24,961            --             24,961 
                                    ------------    ------------    ------------     ------------ 
Net income from                                                                                   
   continuing operations                    --           256,845         103,000          153,845 

Loss from discontinued                                                                            
   operations                           (502,673)           --           502,673  4          --   
                                    ------------    ------------    ------------     ------------ 

Net income (loss)                   $   (502,673)   $    256,845    $    399,673     $    153,845 
                                    ============    ============    ============     ============ 

Income (loss) per common share                                                                    

Basic and diluted                                                                                 
  Income from continuing                                                                          
   operations                       $       --                                       $       0.00 
  Loss from discontinued                                                                          
   operations                       $      (2.96)                                            --   
                                    ------------                                     ------------ 
Net income (loss)                   $      (2.96)                                    $       0.00 
                                    ============                                     ============ 

Weighted average number of common                                                                 
  shares outstanding                                                                              
  Basic                                  169,951                                       40,192,063 


Notes to Pro Forma Financial Statements                                         

1.   Adjustment  to record  changes  for stock  issued  and  recapitalize  Lucas
     Educational  Systems,  Inc.  with the  capital  structure  of Intsys  Share
     Limited and Subsidiary reflecting change in par value from $0.01 to $0.001.

2.   To convert outstanding related party payables into shares of common stock. 

3.   To record merger costs.                                                    

4.   Eliminate loss from discontinued operations.                               

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                     INTSYS SHARE LIMITED AND SUBSIDIARY AND                               
          LUCAS EDUCATIONAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY)                    
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS                              
                   NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002                              

                                       LUCAS          INTSYS                               
                                    EDUCATIONAL       SHARE                                
                                      SYSTEMS        LIMITED      PRO FORMA                
                                    (Unaudited)    (Unaudited)   ADJUSTMENTS     PRO FORMA 
                                    -----------    -----------   -----------    -----------
                                                                                           
Gross revenue                       $      --      $ 4,314,589          --      $ 4,314,589
Cost of sales                              --        3,348,410          --        3,348,410
                                    -----------    -----------   -----------    -----------
Gross profit                               --          966,179          --          966,179

Selling, general and                                                                       
  administrative expenses                  --          570,284          --          570,284
Minority interest                          --          110,972          --          110,972
Other expense, net                         --            5,755          --            5,755
Income tax expense                         --           69,320          --           69,320
                                    -----------    -----------   -----------    -----------
Net income from continuing                                                                 
  operations                            209,848        209,848                             
Loss from discontinued                                                                     
  operations                            (63,357)          --          63,357 4         --  
                                    -----------    -----------   -----------    -----------

Net income (loss)                   $   (63,357)   $   209,848   $    63,357    $   209,848
                                    ===========    ===========   ===========    ===========

Income (loss) per common share                                                             

Basic and diluted                                                                          
  Income from continuing                                                                   
   operations                       $      --                                   $      0.01
  Loss from discontinued                                                                   
   operations                             (0.33)                                       --  
                                    -----------                                 -----------
Net income (loss)                   $     (0.33)                                $      0.01
                                    ===========                                 ===========

Weighted average number of common                                                          
  shares outstanding                                                                       
  Basic and diluted                     192,063                                  40,192,063


Notes to Pro Forma Financial Statements                                         

1.   Adjustment  to record  changes  for stock  issued  and  recapitalize  Lucas
     Educational  Systems,  Inc.  with the  capital  structure  of Intsys  Share
     Limited and Subsidiary reflecting change in par value from $0.01 to $0.001.

2.   To convert outstanding related party payables into shares of common stock. 

3.   To record merger costs.                                                    

4.   Eliminate loss from discontinued operations.                               

8-K/A Last Page of 23 TOC 1st Previous Next ↓Bottom Just 23rd
(c) Exhibits  None.                                                             

SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.                                           

                                                 LUCAS EDUCATIONAL SYSTEMS, INC.

Date:    January 15, 2003                        By /s/ Guangwei Liang          
                                                   -----------------------------
                                      Name: Guangwei Liang
                                                 Title:  Chief Executive Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	1/21/03
	1/15/03	23
	11/21/02	2		8-K
For Period End:	11/6/02	1	2	3, 8-K
	9/30/02	2	22	10QSB, 10QSB/A
	9/18/02	14
	8/22/02	3
	4/29/02	8		PRE 14A
	12/31/01	2	21	10QSB
	12/31/00	2	14	10QSB, NT 10-Q
	12/31/99	8		10QSB
	1/1/94	10
				List all Filings

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Filing Submission 0001010549-03-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Fantatech Inc – ‘8-K/A’ for 11/6/02

On: Tuesday, 1/21/03, at 12:49pm ET · For: 11/6/02 · Accession #: 1010549-3-11 · File #: 0-24374

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Amendment to Current Report — Form 8-K
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