Share Transfer Agreement

 

 

		(SEAL)		JAMES JOHN NEISH GIBRALTAR NOTARY PUBLIC

THIS POWER OF ATTORNEY is made on 12^th January two thousand and six (2006) by TAKECAREOFIT LIMITED a company incorporated under the laws of Gibraltar registered with number 94496 and having its registered office at 12/13, Block 5, Watergardens, Gibraltar (the “Principal”).

1.		APPOINTMENT AND POWERS
		The Principal hereby appoints Doctor of Laws Michael Grech of 192, Old Bakery Street, Valletta, Malta as its attorney (the “Attorney”) and in the Principal’s name or otherwise and on its behalf:

	(a)		to consider, settle, approve, sign, execute, deliver and/or issue any agreements, documents, certificates and instruments (in each case, whether as a deed or not) (the “Documents”) which the Attorney in his absolute discretion considers desirable to procure the sale by TakecareofIT Limited of its entire shareholding in Takecareofit Holdings Limited, a company incorporated under the laws of Malta registered with number C. 34540 (the “Company”) and subject to such amendments or variations as the Attorney may agree; and
	(b)		to take any steps or do any thing which the Attorney in his absolute discretion considers desirable in connection with the implementation of the transaction or the implementation and/or execution of the Documents.

2.		RATIFICATION
		The Principal undertakes to ratify and confirm whatever the Attorney does or purports to do in good faith in the exercise of any power conferred by this power of attorney.
3.		VALIDITY
		The Principal declares that a person who deals with the Attorney in good faith may accept a written statement signed by that Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.
4.		INDEMNITY
		The Principal undertakes to indemnify the Attorney fully against all claims, losses, costs, expenses, damages or liability which he sustains or incurs as a result of any action taken in good faith pursuant to this power of attorney (including any cost incurred in enforcing this indemnity).
5.		JURISDICTION
		This power of attorney (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this power of attorney or its formation or any act performed or claimed to be performed under it) shall be governed by and construed in accordance with Maltese law.

				JAMES JOHN NEISH GIBRALTAR NOTARY PUBLIC

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it, and will cease to be valid one month from this date.

Executed as a deed by
TAKECAREOFIT LIMITED		Director
noting by a director
and a director/secretary
		Director/Secretary

				(SEAL)

		JAMES JOHN NEISH GIBRALTAR NOTARY PUBLIC PROTOCOL —11514—

TO ALL TO WHOM THESE PRESENTS SHALL COME
 

I, JAMES JOHN NEISH of Burns House, 19 Town Range, Gibraltar, Notary Public, duly authorised, admitted and sworn and practising within Gibraltar, DO HEREBY CERTIFY that I was present at Burns House, 19 Town Range, Gibraltar in this city on the 12^th day of January Two thousand and six and did see the Common Seal of TakecareofIT LIMITED the Company named in the Power of Attorney hereunto annexed duly affixed to the said Power of Attorney and that the signatures of Mark Olivero and Michael Fabre for O & D Nominees Limited, Director and O & D Secretaries Limited, Secretary respectively, are in the respective and proper handwriting of “MARK OLIVERO” and “MICHAEL FABRE” whose signatures are known to me.

IN FAITH AND TESTIMONY
whereof I the said Notary have hereunto subscribed my name and affixed my Seal of Office at Burns House, 19 Town Range, Gibraltar this 12^th day of January, Two thousand and six.

				(SEAL)

     

UNANIMOUS CONSENT
OF
THE BOARD OF DIRECTORS
OF
TRIBEWORKS, INC.

Effective as of January 16, 2006

     The undersigned, being all of the members of the board of directors (the “Board”) of Tribeworks, Inc., a Delaware corporation (the “Company”), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the “DGCL”), hereby consent to and adopt the following resolutions, with such resolutions to have the same force and effect as if the resolutions had been adopted at a meeting duly noticed and called, at which a quorum of the board of directors was present and voting, and otherwise duly held for the purpose of acting upon proposals to adopt such resolutions:

     WHEREAS, the Board of the Company deems and declares it desirable for, and in the best interests of, the Company to purchase Nine Thousand Nine Hundred Ninety-Nine (9,999) of the Ten Thousand (10,000) issued and outstanding shares of stock of TAKECAREOFIT, (HOLDINGS) LTD., a Malta corporation d/b/a ATLAS TECHNOLOGY GROUP (“Atlas”) in accordance with the proposed terms and conditions of that certain Purchase Agreement dated January 16, 2006 by and between the Company and Atlas (the “Purchase”);

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves the Purchase and approves and adopts in all respects the form, terms and conditions of, and the transactions contemplated by, that certain Purchase Agreement proposed to be entered into by and between the Company and Atlas, in the form presented to and reviewed by the Board of Directors (the “Agreement”);

     RESOLVED FURTHER, that B.S.P. Marra, Chief Financial Officer of the Company be and hereby is authorized, empowered and directed, by and on behalf of the Company, to execute, deliver and perform the Agreement in substantially the form thereof delivered to the Board of Directors, with such changes thereto Mr. Marra shall approve (his execution thereof to be conclusive evidence of such approval);

     RESOLVED FURTHER, that the officers of the Company be and hereby are authorized, empowered and directed to do all other things and acts, to execute and deliver all other instruments, documents and certificates and to pay all costs, fees and taxes as may be, in their sole judgment, necessary, proper or advisable in order to carry out and comply with the purposes and intent of the foregoing resolutions; and that all of the acts and deeds of the officers of the Company which are consistent with the purposes and intent of such resolutions be and hereby are, in all respects, approved, confirmed and adopted as the acts and deeds of the Company.

FURTHER ACTS

     RESOLVED, that the officers of the Company, and each of them, be and they hereby are authorized, empowered and directed to take or cause to be taken all such further action and to sign, execute, acknowledge, certify, deliver, accept, record and file all such further instructions in the name and on behalf of the Company as they may deem necessary, desirable or advisable in order to carry out the intent of and to accomplish the purposes of the foregoing resolutions.

     This document may be executed in counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same instrument.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Tribeworks, Inc. have executed this unanimous written consent as of the date first set forth hereinabove.

Exhibit “C”

TAKECAREOFIT HOLDINGS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

2005

TAKECAREOFIT HOLDINGS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

2005

Contents

 

		Pages
Report of the Directors			1
Statement of Directors’ Responsibilities			2
Report of the Auditors			3
Profit and Loss Account			4
Balance Sheet			5
Statement of Changes in Equity			6
Cash Flow Statement			7
Notes to the Accounts			8 – 15

TAKECAREOFIT HOLDINGS LIMITED

REPORT OF THE DIRECTORS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

Board of Directors:		Mr. Byran Somervell Patrick Marra (appointed on 3 October 2005)
		Mr. Michael Todd Murphy (appointed on 11 August 2005)
		Mr. Anthony Tonna (appointed on 22 September 2005)
		Mr. Robert Edwin Altinger (resigned on 20 April 2005)
		Mr. David Hayes (appointed on 20 April 2005 and resigned on 30 August 2005)
		Mr. Peter Jacobson (appointed on 20 April 2005 and resigned on 28 June 2005)
Company Secretary:		Mr. Peter Jacobson
Registered Office:		192, Old Bakery Street,
		Valletta.
		Malta.

The Directors present herewith their annual report together with the audited financial statements of TAKECAREOFIT Holdings Limited and the Group for the period from 7 September 2004, this being the date of incorporation, to 31 December 2005.

Principal Activities
TAKECAREOFIT Holdings Limited is the holding company of a group set-up for providing I.T. outsourcing support services for custom software applications worldwide. Details of the companies in the Group are set out in Note 15 to the Accounts.

Review of Business
The group is in the process of setting-up the operating infrastructure in order to be able to commence trading in the coming year. The group is also involved in the internal development of I.T. Support software which is specifically designed for the purpose of its trading activities.

Post Balance Sheet Event
On 20 January 2006, the company’s shareholder, namely TAKECAREOFIT Limited, Gibraltar, sold its shareholding to Tribeworks, Inc., a company incorporated under the laws of the State of Delaware, United States of America.

Directors
The members who served on the Board of Directors from the date of incorporation up to the date of this report are listed above. In accordance with the company’s Articles of Association, the directors at date of this report are to remain in office.

Auditors
Messrs. Baker Tilly Sant have expressed their willingness to continue in office.

By Order of the Board

/s/ Bryan Somervell Patrick Marra   Mr. Byran Somervell Patrick Marra Director		/s/ Anthony Tonna   Mr. Anthony Tonna Director

20 January 2006

TAKECAREOFIT HOLDINGS LIMITED

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Directors’ Responsibilities

The Companies Act, 1995 requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Company as at the end of the financial period and of the profit or loss of the Company for that period.

In preparing the financial statements, the Directors are required to:

•		adopt the going concern basis unless it is inappropriate to presume that the Company will continue in business;
•		select suitable accounting policies and apply them consistently;
•		make judgements and estimates that are reasonable and prudent;
•		account for income and charges relating to the accounting period on the accruals basis;
•		value separately the components of asset and liability items;
•		report comparative figures corresponding to those of the preceding accounting period.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, 1995.

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors, through oversight of management, are responsible to ensure that the Company establishes and maintains internal controls to provide reasonable assurance with regard to the reliability of the financial reporting, effectiveness and efficiency of operations and compliance with applicable laws and regulations.

Management is responsible, with oversight from the Directors, to establish a control environment and maintain policies and procedures to assist in achieving the objective of ensuring, as far as possible, the orderly and efficient conduct of the Company’s business. This responsibility includes establishing and maintaining controls pertaining to the Company’s objective of preparing financial statements as required by the Companies Act, and managing risks that may give rise to material misstatements in those financial statements. In determining which controls to implement to prevent and detect fraud, management considers the risks that the financial statements may be materially misstated as a result of fraud.

These financial statements, which have been compiled in US Dollars and have been prepared for information purposes only, are derived from the statutory financial statements, the presentation currency of which is Euro.

Signed on behalf the Board of Directors on 20 January 2006 by:

/s/ Bryan Somervell Patrick Marra		/s/ Anthony Tonna
Mr. Byran Somervell Patrick Marra Director		Mr. Anthony Tonna Director

		Certified Public Accountants
		Assurance, Accounting & Advisory Services
		5, Rosa Marina Apts
		216, Marina Seafront
		Pieta MSD 08 — Malta
		Tel: (356) 2123 1898, 2124 1729
		Fax: (356) 2124 2144
		Email: ***@***
		www.bakertillysant.com

REPORT OF THE AUDITORS

TO THE MEMBERS OF
TAKECAREOFIT HOLDINGS LIMITED

We have audited the accounts set out on pages 4 to 15 which have been prepared under the historical cost convention and the accounting policies set out on pages 8 to 10.

As described on page 2, these accounts are the responsibility of the company’s directors. Our responsibility is to express an opinion on these accounts based on our audit. We are also required to form an opinion, and report where we are not satisfied, whether we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, and whether in our opinion, proper accounting records have been kept by the company so far as appears from our examination thereof, and whether the accounts are in agreement therewith.

We conducted our audit in accordance with the International Standards on Auditing. These standards require that we plan and perform the audit to obtain reasonable assurance whether the accounts are free of material misstatements. An audit includes the examination, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and any significant estimates made by the directors, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion on the accounts.

In our opinion, the accounts give a true and fair view of the company’s state of affairs as at 31 December 2005 and of its results and cash flows for the period then ended, and have been properly prepared in accordance with the Companies Act, 1995.

Without qualifying our opinion, we wish to point out that the separate financial statements of the US and New Zealand subsidiaries referred to in Note 15 to the financial statements, have not been audited, but were reviewed by us. Furthermore, without qualifying our opinion, we draw attention to the note sub-titled “Supplementary Information and Reporting Currency” within the note for “Significant Accounting Policies”, which note refers to the fact that these financial statements have been prepared for supplementary information purposes only.

This copy of the audit report has been signed by
Donald Sant (Partner) for and on behalf of
Baker Tilly Sant
Certified Public Accountants		20 January 2006

		Partners: Donald Sant Dip Bus. Mgr., F.I.A., C.P.A. Robert C. Vella F.I.A., C.P.A. VAT Reg. No. MT 12577403

TAKECAREOFIT HOLDINGS LIMITED

PROFIT AND LOSS ACCOUNT
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

				Group				Holding Co.
		Note		USD				USD
Revenue		2			—				—
Selling and Promotional Overheads					(104,039	)			—
Administrative Overheads					(269,282	)			(40,119	)
Sundry Operating Expenses					(1,346	)			(3,828	)
Operating Loss before Financing Costs		3			(374,667	)			(43,947	)
Net Financing Costs		5			(23,715	)			(23,715	)
Loss Attributable to the Members of the Holding Company					(398,382	)			(67,662	)

TAKECAREOFIT HOLDINGS LIMITED

BALANCE SHEET
AT 31 DECEMBER 2005

				Group				Holding Co.
		Note		USD				USD
Assets
Intangible Assets		7			492,286				325,121
Tangible Assets		8			243,991				148,025
Financial Assets		9			—				70,611
Total Non-Current Assets					736,277				543,757
Non-Trade Receivables		10			22,596				—
Cash at Bank					93,272				396
Total Current Assets					115,868				396
Total Assets					852,145				544,153
Equity
Called Up Issued Share Capital		11			11,880				11,880
Profit and Loss Account					(398,382	)			(67,662	)
Exchange Translation Reserve					(946	)			—
Total Equity					(387,448	)			(55,782	)
Liabilities
Interest Bearing Loan		12			1,073,744				584,311
Other Loan		13			11,758				11,758
Total Non-Current Liabilities					1,085,502				596,069
Trade and Other Payables		14			154,091				3,866
Total Current Liabilities					154,091				3,866
Total Liabilities					1,239,593				599,935
Total Equity and Liabilities					852,145				544,153

The financial statements on pages 4 to 14 were authorised for issue by the Board of Directors on 20 January 2006 and were signed on its behalf by:

/s/ Bryan Somervell Patrick Marra   Mr. Byran Somervell Patrick Marra Director		/s/ Anthony Tonna   Mr. Anthony Tonna Director

TAKECAREOFIT HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

Group

						Called Up				Profit				Exchange
						Issued Share				and Loss				Translation
		Total				Capital				Account				Reserve
		USD				USD				USD				USD
Issuance of Share Capital			11,880				11,880				—				—
Loss for the Period			(398,382	)			—				(398,382	)			—
Movement for the Period			(946	)			—				—				(946	)
At 31 December 2005			(387,448	)			11,880				(398,382	)			(946	)

Holding Company

						Called Up				Profit				Exchange
						Issued Share				and Loss				Translation
		Total				Capital				Account				Reserve
		USD				USD				USD				USD
Issuance of Share Capital			11,880				11,880				—				—
Loss for the Period			(67,662	)			—				(67,662	)			—
At 31 December 2005			(55,782	)			11,880				(67,662	)			—

TAKECAREOFIT HOLDINGS LIMITED

CASH FLOW STATEMENT
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

		Group				Holding Co.
		USD				USD
Cash Flows from Operating Activities
Net Loss for the Period			(398,382	)			(67,662	)
Adjustment for:
Exchange Translation Provision			(946	)			—
Interest Income			(62	)			(62	)
Interest Expense			23,777				23,777
Operating Loss before Working Capital Changes			(375,613	)			(43,947	)
Movement in Receivables			(22,596	)			—
Movement in Payables			154,091				3,866
Cash Lost from Operations			(244,118	)			(40,081	)
Interest Paid			(23,777	)			(23,777	)
Net Cash used in Operating Activities			(267,895	)			(63,858	)
Cash Flows used in Investing Activities
Payments for Intangible Assets			(492,286	)			(325,121	)
Payments for Tangible Assets			(243,991	)			(148,025	)
Payments for Financial Assets			—				(11,910	)
Movements on Subsidiary Companies Loan Accounts			—				(58,701	)
Interest Received			62				62
Net Cash used in Investing Activities			(736,215	)			(543,695	)
Cash Flows from Financing Activities
Issuance of Share Capital			11,880				11,880
Movement on Third Party/Company Accounts			1,085,502				596,069
Net Cash from Financing Activities			1,097,382				607,949
Net Movement in Cash and Cash Equivalents			93,272				396

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

1.		Significant Accounting Policies
		TAKECAREOFIT Holdings Limited is a limited liability company domiciled and incorporated in Malta.
		Supplementary Information and Reporting Currency
		The holding company’s functional currency is Maltese Liri (MTL), however, the statutory financial statements have been presented in terms of Euros (the presentation currency), as required by Art. 187 of the Companies Act, 1995, which stipulates that a company must draw up its annual accounts in the same currency as that of its share capital.
		These financial statements have been compiled in US Dollars as supplementary information only. The exchange rate applied for this purpose was EUR/USD: 1.188.
		Statement of Compliance
		These financial statements have been prepared and presented in accordance with the provisions of the Companies Act, 1995 which requires adherence to International Financial Reporting Standards and their interpretation by the International Accounting Standards Board.
		The Companies Act specifies that in the event that any one of its provisions is in conflict or not compatible with International Financial Reporting Standards, or its application is incompatible with the obligation for the financial statements to give a true and fair view, that provision shall be departed from in order to give a true and fair view.
		Basis of Consolidation
		The consolidated profit and loss account and balance sheet include the accounts of the parent company and all its operating subsidiaries made up to the end of the financial year. The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit and loss account from the date of their acquisition up to the date of their disposal. Inter-group sales and profits are eliminated fully on consolidation.
		Basis of Preparation
		The financial statements are presented in Euro. They are prepared on the historical cost basis. The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements.
		Foreign Currencies
		Transactions denominated in foreign currencies are translated at the rates of exchange ruling on the dates of the transactions. Monetary assets and liabilities expressed in foreign currencies are translated at the rates of exchange prevailing at balance sheet date. Translation differences are dealt with through the profit and loss account.
		Research and Development
		Expenditure on research activities is expensed when incurred.
		Expenditure on development activities is capitalised within Intangible Assets to the extent that the product or process is technically and commercially feasible, and the company has sufficient resources to complete development. The capitalised expenditure comprises the cost of materials, direct labour and overheads. Other development expenditure is recognised in the Profit and Loss Account as an expense when incurred.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

1.		Accounting Policies (Contd.)
		Intangible Assets
		Intangible assets are stated at cost net of accumulated amortisation and impairment losses. Amortisation is charged to the profit and loss account on a straight-line basis over the estimated useful life of the intangible asset with effect from the date that they are brought into use. The principal annual amortisation rate applied for this purpose is:

I.T. Development Costs			33.33	%

		Tangible Assets
		Tangible assets are stated at cost less accumulated depreciation and impairment losses. Depreciation is calculated to write down the cost of all tangible assets over their expected useful economic lives on the straight-line method with effect from the date that they are brought into use. The principal annual rates used for this purpose, are:-

Office Furniture and Equipment			20.00	%
EDP Equipment and Software			33.33	%

		Financial Assets
		Investments in subsidiaries are shown in the balance sheet of the Company at cost less impairment losses.
		Income from such investments is accounted for when received. The profit or loss on disposal of the investments is charged or credited to the profit and loss account.
		Loans Receivable
		Loans advanced by the company to its subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are treated as an extension to the Company’s net investment in those subsidiaries and included as part of the carrying amount of investments in subsidiaries, within Financial Assets.
		Loans receivable are subject to review for impairment.
		Loans with No Fixed Maturity Date
		Loans receivable which do not have a fixed maturity date, but which are repayable after more than twelve months from balance sheet date, are measured at the fair value of the consideration given less impairment losses, and are included within non-current assets.
		Loans payable which do not have a fixed maturity date, but which are repayable after more than twelve months from balance sheet date, are measured at the fair value of the consideration received and are included within non-current liabilities.
		Loans receivable and payable with no fixed maturity date are included within current assets and current liabilities respectively.
		Cash and Cash Equivalents
		Cash and cash equivalents comprise cash and bank balances.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

1.		Accounting Policies (Contd.)
		Impairment
		The carrying amounts of the Company’s assets, other than deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit is greater than the recoverable amount. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount of the asset. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised.
		Trade and Other Payables
		Trade and other payables are stated at cost.
		Revenue
		Revenue is recognised in the profit and loss account as it accrues unless collectibility is in doubt.
		Expenses
		Employee Benefits
		The Company contributes towards the State pension in accordance with local legislation. Related costs are recognised as an expense in the income statement as incurred except to the extent that they are capitalised in respect of the internal development of intangible assets.
		Net Financing Costs
		Net financing costs comprise interest payable on borrowings calculated on the effective interest rate method, interest receivable on funds invested and dividend income that are recognised in the income statement.
		Interest income is recognised in the income statement as it accrues, using the effective interest rate method. Dividend income is recognised in the income statement on the date of the Company’s right to receive payment is established.
		Deferred Taxation
		Provision for deferred taxation is made in respect of the amount by which payment, recovery or relief of tax is deferred to future accounting periods by virtue of the operation of temporary differences arising from the different accounting and taxation treatments of certain assets and liabilities.
		Deferred taxation is provided for, where material, using the comprehensive tax allocation system and the liability method. A deferred tax assets is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, and/or sufficient taxable temporary differences are available. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
2.		Revenue
		The Company and the Group did not generate any revenue during the accounting period.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

3.		Loss for the Period
		The loss for the period is stated after charging:-

		Group				Holding Co.
		USD				USD
Auditors’ Remuneration			5,535				3,459

4.		Employee Information
		The average weekly number of persons employed by the group and the holding company during the period was 7. Staff costs for the period comprised:-

		Group				Holding Co.
		USD				USD
Wages and Salaries			24,727				—
Social Security Costs			3,338				—
Other Benefits			2,160				—
			30,225				—

These costs have been capitalised within Intangible Assets as part of I.T. Development costs.

5.

Net Financing Costs

		Group				Holding Co.
		USD				USD
Interest Income			(62	)			(62	)
Financial Income			(62	)			(62	)
Loan Interest			23,777				23,777
Financial Expenses			23,777				23,777
Net Financing Costs			23,715				23,715

6.		Taxation
		No charge for current taxation has been made in these accounts on the basis of the tax losses available to the company and the group. These losses give rise to a deferred tax asset which, however, has not been recognised in these accounts because the probability that future taxable profits will be available for set-off against the deferred tax asset is not assured.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

7.

Intangible Assets

(a)

		Group				Holding Co.
		USD				USD
Cost:
I.T. Development Costs			492,286				325,121
At 31 December 2005			492,286				325,121

(b)		No amortisation has been provided on the said asset as it was not yet in use at balance sheet date.
(c)		While the directors have not entered into any formal capital commitments at this stage, they believe that they will require approximately USD 2 million in additional funding to complete the software development requirements.

8.

Tangible Assets

(a)

		Group				Holding Co.
		USD				USD
Cost:
Office Furniture and Equip			37,271				—
EDP Equipment and Software			206,720				148,025
At 31 December 2005			243,991				148,025

(b)

No depreciation has been provided on the assets as these were not yet in use at balance sheet date.

9.

Financial Assets

(a)

		Group				Holding Co.
		USD				USD
Investments in Subsidiaries
Equity Investments			—				11,910
Loans Receivable from Subsidiaries
Without Fixed Maturity (Note b)			—				58,701
Total Financial Assets			—				70,611

(b)

These balances are unsecured, interest free and have no fixed date for repayment.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

10.

Non-Trade Receivables

		Group				Holding Co.
		USD				USD
Indirect Taxes			22,596				—

11.

Called Up Issued Share Capital

		Group				Holding Co.
		USD				USD
Authorised
50,000 Ordinary Shares of Euro 1 each			59,400				59,400
Issued and Fully Paid Up
10,000 Ordinary Shares of Euro 1 each			11,880				11,880

12.

Interest Bearing Loan

(a)

		Group				Holding Co.
		USD				USD
Non-Current Liabilities
Loan from Third Party Company (Note b)			1,101,131				599,214
Exchange Translation Provision			(27,387	)			(14,903	)
			1,073,744				584,311

(b)

This balance is unsecured, bears interest at 6% per annum and has no fixed date for repayment.

13.

Other Loan

(a)

		Group				Holding Co.
		USD				USD
Non-Current Liabilities
Loan from Third Party (Note b)			11,758				11,758

(b)

This balance is unsecured, interest free and has no fixed date for repayment.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

14.

Trade and Other Payables

		Group				Holding Co.
		USD				USD
Trade Creditors			121,020				406
Accruals			33,071				3,460
			154,091				3,866

15.		Investment in Group Companies
		The following information relates to those subsidiaries, which, in the opinion of the Directors, principally affected the results or assets of the group.

Significant Subsidiaries		Incorporated in		Nature of Business		% Holding
TAKECAREOFIT Limited		Malta		I.T. Support Services			100	%
TAKECAREOFIT (US) Inc.		U.S.A.		Database Management			100	%
TAKECAREOFIT (NZ) Limited		New Zealand		I.T. Support Services			100	%

16.		Related Party Transactions
		During the period, the holding company advanced loans to its subsidiaries amounting to USD 787,900. These loans are unsecured, interest free and have no fixed date for repayment.

17.		Operating Commitments
		At balance sheet date there were operating commitments as follows:

		Group				Holding Co.
		USD				USD
Operating Leases — Monthly Commitment			10,252				4,550

18.		Post Balance Sheet Event
		On 20 January 2006, the company’s shareholder, namely TAKECAREOFIT Limited, Gibraltar, sold its shareholding to Tribeworks, Inc., a company incorporated under the laws of the State of Delaware, United States of America.

TAKECAREOFIT HOLDINGS LIMITED

NOTES TO THE ACCOUNTS
FOR THE PERIOD 7 SEPTEMBER 2004 TO 31 DECEMBER 2005

19.		Financial Instruments
		Financial assets comprise cash at bank and non-trade receivables. Financial liabilities include creditors and other borrowings, where applicable. At Balance Sheet date the company had no unrecognised financial instruments.
		Risk Management Policies

	a)		Cash is placed with reputable banks.
	b)		Liquidity risk is limited as the company has sufficient funding resources and also has the ability to raise finance to meet its obligations as and when these arise.
	c)		Interest rate risk is limited since interest rates are stable.

		Fair Values The fair values of financial assets and liabilities were not materially different from their carrying amounts.
20.		Ultimate Holding Company
		The Company is a wholly owned subsidiary TAKECAREOFIT Limited whose registered office is situated at 12/13, Block 5, Watergardens, Gibraltar. On 20 January 2006, TAKECAREOFIT Limited, Gibraltar, transferred its equity interest to Tribeworks, Inc. a company incorporated under the laws of the State of Delaware, United States of America.
21.		Presentation and Functional Currencies
		The holding company’s functional currency is Maltese Liri (MTL), however, the financial statements are presented in terms of Euros, as required by Art. 187 of the Companies Act, 1995, which stipulates that a company must draw up its annual accounts in the same currency as that of its share capital.
22.		General
		The holding company was incorporated on 7 September 2004.

Exhibit “D”

Material Contracts

1)

Material Contracts with Affiliates

Other than as set out in the body or the Agreement and in the normal course of business on normal trading terms, there are no other material contracts, agreements, or arrangements between the Company and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by the Company to own beneficially, five percent (5%) or more of the issued and allotted share capital of the Company and which is to be performed in whole or in part after the date the Agreement.

2)

Other Material Contracts

Other material contract entered into by the Company or its subsidiaries are:

a)

TakeCareofIT Limited, a wholly owned subsidiary based in Malta has a six (6) year office lease covering approximately 471 square meters located at Level 4, No. 9, Empire Street, Gzira GZR04, Malta expiring on August 14, 2010 at a base annual rent of Lm16,000 (approx US$45,000) with annual rent increases as set out in the lease.

b)

TakeCareofIT (NZ) Limited, a wholly owned subsidiary based in New Zealand has a four (4) year office lease of the second floor of 139-141 Featherston Street in Wellington, New Zealand, expiring on July 31, 2009. The office comprises approximately 300 sq meters with a base annual rental of NZ$55,500 per annum (approx US$39,000) plus a 12.5% Goods and Services Tax (“GST”) which is claimable against GST revenue tax or refundable.

Exhibit “E”

     The undersigned, being all of the members of the board of directors of Tribeworks, Inc., a Delaware corporation (the “Company”), acting pursuant to Section 141(f) of the Delaware General Corporation Law, hereby consent to and adopt the following resolutions, with such resolutions to have the same force and effect as if the resolutions had been adopted at a meeting duly noticed and called, at which a quorum of the board of directors was present and voting, and otherwise duly held for the purpose of acting upon proposals to adopt such resolutions:

APPOINTMENT OF NEW DIRECTOR

     WHEREAS, the Company’s board of directors (the “Board”) deems it to be in the best interests of the Company to expand the size of the Board to five (5) members; and

     WHEREAS, Article III of the Company’s Bylaws and Section 141(b) of the Delaware General Corporation Law grant the Board the authority to determine the size of the Board and to appoint members thereto;

     NOW, THEREFORE, BE IT RESOLVED, that the Board is hereby expanded to be comprised of five (5) members.

     RESOLVED FURTHER, that Mr. B.S.P. Marra is hereby appointed as a director of the Company, to serve until the next annual general meeting of the Company’s shareholders or until the election and qualification of his successor.

FURTHER ACTS

     RESOLVED, that the officers of the Company, and each of them, be and they hereby are authorized, empowered and directed to take or cause to be taken all such further action and to sign, execute, acknowledge, certify, deliver, accept, record and file all such further instructions in the name and on behalf of the Company as they may deem necessary, desirable or advisable in order to carry out the intent of and to accomplish the purposes of the foregoing resolutions.

     This document may be executed in counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Tribeworks, Inc. have executed this unanimous written consent on the date set forth hereinabove.

/s/ Peter B. Jacobson   PETER B. JACOBSON, Director
/s/ Robert Altinger   ROBERT ALTINGER, Director
/s/ Robert Gardner   ROBERT GARDNER, Director
/s/ W. Gordon Blankstein   W. GORDON BLANKSTEIN, Director