Cybernet treibt Umschuldung voran! - 500 Beiträge pro Seite

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Subsequent to March 31, 2003, the Company also repurchased for cancellation Approximately $46.0 million in principal amount of its outstanding 14% senior notes due 2009 for approximately $9.4 million, or $20.50 per $100 face value of each note.

In July 2003, we repurchased for cancellation approximately $46.0 million in principal amount of our outstanding 14% senior notes due 2009 for approximately $9.4 million, or $20.50 per $100 face value of each note.

#1705 von adult-steigt 31.07.03 23:11:51 Beitrag Nr.: 10.305.417 10305417
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______ TO _______

COMMISSION FILE NO.: 000-25677

CYBERNET INTERNET SERVICES
INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 51-0384117
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)




SUITE 1620 - 400 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3A6
(Address of office)

[phone]
(Registrant`s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) YES NO X

The Registrant had 26,445,627 shares of common stock, $0.001 par value outstanding as of July 29, 2003.




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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


CYBERNET INTERNET SERVICES INTERNATIONAL, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2003

(UNAUDITED)

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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


DECEMBER 31, 2002 MARCH 31, 2003
----------------- --------------
(Euros in thousands)
ASSETS

Current Assets
Cash and cash equivalents E 22,976 E 21,039
Restricted cash 1,815 923
Receivables 5,355 588
Prepaid and other 419 772
--------- ---------
Total current assets 30,565 23,322

Long-Term Assets
Properties 1,125 190
Deferred debt issuance cost 3,653 3,364
--------- ---------
4,778 3,554
--------- ---------
Total assets E 35,343 E 26,876
========= =========

LIABILITIES AND SHAREHOLDERS` DEFICIENCY

Current Liabilities
Trade accounts payable E 3,078 E 1,395
Other accrued expenses 10,838 6,649
Accrued personnel costs 1,079 987
--------- ---------
Total current liabilities 14,995 9,031

Long-Term Liabilities
Long-term debt 158,342 157,409
--------- ---------
Total liabilities 173,337 166,440

Common stock 25 25
Additional paid-in capital 127,718 127,718
Accumulated deficit (287,931) (293,609)
Other comprehensive income 22,194 26,302
--------- ---------
Total shareholders` deficiency (137,994) (139,564)
--------- ---------
E 35,343 E 26,876
========= =========





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


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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)


FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2003
--------------- --------------
(Euros in thousands, except per share data)
Revenues E 9,308 E 630

Costs and expenses:
Direct cost of services 4,533 397
Network operations 1,019 80
General and administrative expenses 5,479 2,116
Sales and marketing expenses 1,927 124
Depreciation and amortization 2,475 62
--------- ---------
Total costs and expenses 15,433 2,779
--------- ---------
Operating loss (6,125) (2,149)

Other income and expenses:
Interest expense (6,834) (6,044)
Interest income 103 41
Equity in losses of equity-method investees (135) -
Gain on sale of assets and other - 2,437
Foreign currency gains (losses) (1,580) 37
--------- ---------
Loss before taxes (14,571) (5,678)
Income tax benefit (expense) (1) -
--------- ---------
Net loss (14,572) (5,678)

Accumulated deficit, beginning of period (249,473) (287,931)
--------- ---------
Accumulated deficit, end of period E(264,045) E(293,609)
========= =========

Loss per share, basic and diluted E (0.55) E (0.21)
========= =========

Number of shares used to compute loss per share
(thousands) 26,445 26,445
========= =========





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


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CYBERNET SERVICES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)


FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2003
-------------- --------------
(Euros in thousands)
Net loss E (14,572) E (5,678)
Other comprehensive income (loss):
Foreign currency translation adjustment 6 4,108
Net unrealized gains (losses) on
available-for-sale securities (579) -
----------- ----------
Other comprehensive income (loss) (573) 4,108
----------- ----------
Comprehensive loss E (15,145) E (1,570)
=========== ==========





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


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CYBERNET SERVICES INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2003
-------------- --------------
(Euros in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss E (14,572) E (5,678)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATIONS:
Depreciation and amortization 2,475 62
Equity in losses of equity-method investees 135 -
Provision for losses on accounts receivable 1,492 378
Amortization of bond discount 664 544
Accreted interest expense on long-term debt 3,443 3,674
Gain on disposal of assets - (1,969)
Foreign currency translation loss (gain) 639 (25)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Restricted cash 560 891
Trade accounts receivable 777 1,946
Other receivables 577 1,071
Other assets (32) (416)
Prepaid expenses (193) (3)
Other current assets (130) 57
Trade accounts payable (305) (1,171)
Other accrued expenses and liabilities (1,216) (2,632)
Accrued personnel costs 1,003 (17)
----------- ----------
Net cash used in operating activities (4,683) (3,288)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of short-term investments 145 -
Proceeds from restricted investments 5,304 -
Purchase of property and equipment (87) (1)
Proceeds from sale of property and equipment 837 -
Sale of businesses, net of cash sold - 1,733
Payment of deferred purchase obligations - (2)
----------- ----------
Net cash provided by investing activities 6,199 1,730

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital lease obligations (1,497) -
Proceeds from borrowings 866 -
Repayment of borrowings (1,036) -
----------- ----------
Net cash used in financing activities (1,667) -

Impact of foreign exchange rate changes 156 (379)
----------- ----------
Net increase (decrease) in cash and cash equivalents 5 (1,937)
Cash and cash equivalents at beginning of period 2,735 22,976
----------- ----------
Cash and cash equivalents at end of period E 2,740 E 21,039
=========== ==========





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


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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
1. BASIS OF PRESENTATION

The accompanying interim period unaudited consolidated financial statements of Cybernet Internet Services International, Inc. (the "Company" and together with its subsidiaries "Cybernet" have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP" and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC" relating to interim financial information. Accordingly, they do not include all of the information required under U.S. GAAP for financial statements for a full year. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the financial position and results of operations of the Company for the periods presented have been included. Operating results for the three months ended March 31, 2003 are not necessarily indicative of results to be expected for the year ended December 31, 2003. For further information, refer to the audited consolidated financial statements and notes thereto included in the Company`s annual report on Form 10-K for the year ended December 31, 2002. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

2. GOING CONCERN

The Company has incurred significant operating losses since inception, and has not achieved and does not expect to achieve sufficient revenues to support future operations without additional financing. These conditions raise substantial doubt about the Company`s ability to continue as a going concern. The Company is currently reviewing its strategic options including identifying alternative financing sources, seeking changes to its debt structure, considering sales of assets and liquidation. However, there are no assurances that management`s review of these options will result in a plan which can be accomplished or will provide sufficient cash to fund the Company`s operations or satisfy its creditors in the future.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

3. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share takes into consideration shares outstanding (computed under basic earnings per share) and potentially dilutive shares. For the periods ended March 31, 2002 and 2003, the computation of diluted loss per share excludes the convertible preferred stock, convertible notes and stock options because the inclusion of these items would have an anti-dilutive effect.


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4. SEGMENT INFORMATION
The Company operates in one line of business, which is providing Internet related communication services, principally for corporate customers.

5. DISPOSAL OF ASSETS AND BUSINESSES

In the quarter ended March 31, 2003, the Company completed asset dispositions for total sales proceeds of approximately E2.7 million, which relates to the disposal of assets of Cybernet (Schweiz) AG to Viatel AG for a gain of approximately E2.5 million, subject to adjustments.

6. DEFERRED DEBT ISSUANCE COSTS

Deferred debt issuance costs consist principally of expenses incurred by the Company in connection with the notes issued during 1999. Deferred debt issuance costs are being amortized to interest expense over the period of the maturity of the said notes.

7. RELATED PARTY TRANSACTIONS

MFC Bancorp Ltd. ("MFC" is considered a related party as an executive officer and a member of MFC`s board of directors is an executive officer and a member of the Company`s board of directors. A Swiss bank affiliate of MFC provided a revolving senior secured credit facility in an aggregate amount of E7.0 million to the Company, which expired on March 12, 2003. In April 2002, the Company entered into an agreement to engage MFC to provide strategic advisory and restructuring services. Pursuant to such agreement, MFC will be paid a success fee upon completion of a successful debt restructuring and on specified transactions, measured as a percentage of the amount of debt restructured or transactions completed and subject to an overall cap on total fees. In the interim, the Company pays a monthly work fee of E175,000 in advance to MFC. The agreement is terminable by either party on 30 days` prior written notice.

8. COMMITMENTS/LEASES

As at March 31, 2003, the Company had commitments under rental payments totaling approximately E0.6 million, payable over the nine-month period ending December 31, 2003.

9. SUBSEQUENT EVENTS

Subsequent to March 31, 2003, the Company entered into a joint venture agreement for the participation and investment in the field of electronic commerce. The joint venture will provide customer relationship management services through an Internet enabled contact center in India for technology companies and financial institutions in the European and United States markets.

Subsequent to March 31, 2003, the Company also repurchased for cancellation Approximately $46.0 million in principal amount of its outstanding 14% senior notes due 2009 for approximately $9.4 million, or $20.50 per $100 face value of each note.

10. RECLASSIFICATIONS

Certain reclassifications have been made to the prior period financial statements to conform with the current period`s presentation.


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ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial condition of Cybernet Internet Services International, Inc. for the three month period ended March 31, 2003 should be read in conjunction with the consolidated financial statements and related notes included in this quarterly report, as well as our latest annual report on Form 10-K for the year ended December 31, 2002. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

In this document: (i) "we", "our", "us", the "Company" or "Cybernet" mean Cybernet Internet Services International, Inc. and its subsidiaries, unless the context otherwise suggests; (ii) information is provided as of March 31, 2003, unless otherwise stated; (iii) all references to monetary amounts are to "Euros", the lawful currency adopted by most members of the European Union, unless otherwise stated; and (iv) "E" refers to Euros.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003

The following table sets forth selected sales data for the Company for the periods indicated:



THREE MONTHS ENDED MARCH 31,
-----------------------------------
2002 2003
---------- ----------
(Euros in thousands)
Revenues
Internet data center services E 2,709 E 47
Connectivity 6,484 583
E-business 115 -
-------- --------
Total revenues E 9,308 E 630
======== ========





Total revenues decreased from E9.3 million in the three-month period ended March 31, 2002 to E0.6 million in the comparative period of 2003. The decrease in revenues resulted primarily from the disposition of assets in 2002 as part of the rationalization of our operations. Internet data center revenues decreased from E2.7 million in the three-month period ended March 31, 2002 to approximately E47,000 in the comparative period of 2003. Connectivity revenues decreased from E6.5 million in the first three months of 2002 to E0.6 in the current quarter.

We have entered into a joint venture agreement for the participation and investment in the field of electronic commerce. The joint venture will provide customer relationship management services through an Internet enabled contact center in India for technology companies and financial institutions in the European and United States markets. The joint venture is in the developmental stage. We intend to focus our activities upon opportunities in the electronic commerce field.

Costs and expenses decreased in the current period from the comparative period in 2002, primarily as a result of the disposition of assets in 2002 as part of the rationalization of our operations. Direct cost of services decreased from E4.5 million in the three months ended March 31, 2002 to E0.4 million in the comparative period of 2003. Direct cost of services consists of: (i) telecommunications expenses which primarily represent the cost of transporting Internet traffic from our customers` locations through a local telecommunications carrier to one of our access nodes, transit and peering costs, and the cost of leasing lines to interconnect our backbone nodes; and
(ii) the cost of hardware and software sold.


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Network operations costs decreased from E1.0 million in the first three months of 2002 to E0.1 million in the current quarter. General and administrative expenses decreased from E5.5 million in the three months ended March 31, 2002 to E2.1 million in the current quarter. Sales and marketing expenses decreased from E1.9 million in the first three months of 2002 to E0.1 million in the current quarter.
Depreciation and amortization expenses decreased from E2.5 million in the three months ended March 31, 2002 to E0.1 million in the current quarter, as a result of the disposition of various assets in 2002.

Interest expense decreased from E6.8 million in the three months ended March 31, 2002 to E6.0 million in the current quarter as a result of the lower exchange rate between the U.S. dollar and Euro in the current period. Interest income decreased from E0.1 million in the three months ended March 31, 2002 to approximately E41,000 in the current quarter and represented interest earned on the proceeds of offerings before the proceeds were utilized in our business. We had other income of E2.4 million in the current period, primarily from the disposition of assets of our Swiss subsidiary, Cybernet (Schweiz) AG.

For the three months ended March 31, 2003, we reported a net loss of E5.7 million, or E0.21 per share on a basic and diluted basis, compared to a net loss of E14.6 million, or E0.55 per share on a basic and diluted basis, in the comparative period of 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations and growth primarily from the proceeds of private and public sales of securities and, accordingly, have incurred a significant amount of debt. Total net proceeds of debt and equity offerings in the past five years amounted to approximately $293 million, including the issuance of $225 million of public debt during 1999. As a result of the significant adjustment in the telecommunications industry and capital market trends that began in 2001 and which continued and worsened in 2002, our financial condition has been materially adversely affected. The significant amount of debt we have incurred has hindered our ability to raise further funds.

At March 31, 2003, we had cash and cash equivalents totalling approximately E21.0 million, compared to approximately E23.0 million at December 31, 2002. Our working capital, defined as the excess of our current assets over our current liabilities, was E14.3 million at March 31, 2003.

Operating activities used cash of E3.3 million in the three months ended March 31, 2003, compared to E4.7 million in the comparative period of 2002, primarily to fund operations. A decrease in restricted cash provided cash of E0.9 million in the current quarter, compared to E0.6 million in the comparative quarter of 2002. A decrease in trade accounts receivable provided cash of E1.9 million in the current quarter, compared to E0.8 million in the comparative quarter of 2002. A decrease in other receivables provided cash of E1.1 million in the current quarter, compared to E0.6 million in the comparative quarter of 2002. A decrease in trade accounts payable used cash of E1.2 million in the current quarter, compared to E0.3 million in the comparative quarter of 2002. A decrease in other accrued expenses and liabilities used cash of E2.6 million in the current quarter, compared to E1.2 million in the comparative quarter of 2002.


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Investing activities provided cash of E1.7 million in the three months ended March 31, 2003, primarily as a result of the disposition of businesses, net of cash sold. Investing activities provided cash of E6.2 million in the three months ended March 31, 2002, primarily as a result of the sale of certain restricted investments.
Financing activities did not use cash in the three months ended March 31, 2003. Financing activities used cash of E1.7 million in the comparative period of 2002, primarily as a result of the early termination of one of our main leasing contracts.

On March 12, 2002, we entered into a Credit Facility Agreement with MFC Merchant Bank S.A. which provided for a credit facility in the aggregate principal amount of up to E7.0 million (the "Credit Facility" to be made available to us. The Credit Facility expired on March 12, 2003 pursuant to its terms. There were no amounts outstanding under the Credit Facility when it expired.

In July 2003, we repurchased for cancellation approximately $46.0 million in principal amount of our outstanding 14% senior notes due 2009 for approximately $9.4 million, or $20.50 per $100 face value of each note.

As a result of certain dispositions made in 2002, we have a sufficient amount of funds to finance our present operations. However, we do not have the financial resources to satisfy our debt obligations as they mature or upon acceleration in the event of default. Our ability to continue as a going concern is dependent upon our ability to obtain additional financing and restructure our debt. We are currently in the process of identifying sources of additional financing, seeking changes to our debt structure and evaluating our strategic options. However, there are no assurances that these plans can be accomplished on satisfactory terms, or at all, or that they will provide sufficient cash to fund our operations, pay the principle of, and interest on, our indebtedness, fund our other liquidity needs or permit us to refinance our indebtedness. Options under review include, but are not limited to, pursuing restructuring of our indebtedness on a consensual basis or under the provisions of bankruptcy legislation, or liquidating our business and operations.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. We have identified certain accounting policies that are the most important to the portrayal of our financial condition and results of operations.

For information about our critical accounting policies, see our annual report on Form 10-K for the year ended December 31, 2002.


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FOREIGN CURRENCY
We have incurred a substantial amount of debt in U.S. dollars. Accordingly, our financial position for any given period, when reported in Euros, can be significantly affected by the exchange rate for the U.S. dollar to the Euro prevailing during the period.

We translate foreign assets and liabilities into Euros at the rate of exchange on the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the period. Unrealized gains or losses from these translations are recorded as shareholders` equity on our balance sheet and do not affect our net earnings.

In the three months ended March 31, 2003, we reported a net E4.1 million foreign exchange translation gain, which was included in the consolidated statement of comprehensive loss. The U.S. dollar declined by approximately 3.7% against the Euro in the current period from December 31, 2002.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The statements in this report that are not based on historical facts are called "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements appear in a number of different places in this report and can be identified by words such as "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include statements regarding the outlook for our future operations, forecasts of future costs and expenditures, the evaluation of market conditions, the outcome of legal proceedings, the adequacy of reserves, or other business plans. You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set out below, as well as those contained in reports and other documents we have filed with or furnished to the SEC, including our annual report on Form 10-K for the year ended December 31, 2002. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS AS A GOING CONCERN.

Our ability to continue as a going concern and realize the carrying value of our assets is dependent upon our ability to obtain additional financing or restructure our debt. We are currently in the process of identifying sources of additional financing and seeking changes to our debt structure. However, there are no assurances that these plans can be accomplished on satisfactory terms, or at all, or that they will provide sufficient cash to fund our future operations, pay the principal of, and interest on, our indebtedness, fund our other liquidity needs or permit us to refinance our indebtedness. Our inability to obtain additional financing or restructure our indebtedness would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations in the future, and may result in our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, or liquidating our business


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and operations. Further, our inability to obtain additional financing or restructure our indebtedness, or our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, may result in our securityholders losing all or substantially all of their investment in our securities.
WE HAVE INCURRED A SUBSTANTIAL AMOUNT OF DEBT.

In order to finance our business, we may need to secure additional sources of funding, including debt and/or equity financing, in the future. However, we have incurred a substantial amount of debt, which hinders our ability to raise further funds. There can be no assurance that we will be able to secure additional funding in the future. A high level of debt, arduous or restrictive terms and conditions relating to accessing certain sources of funding, poor business performance in the future or lower than expected cash inflows from future operations could have materially adverse consequences on the future operation of our business and result in our securityholders losing all or substantially all of their investment in our securities.

Other effects of a high level of debt include the following:

* we may have difficulty borrowing money in the future, or accessing sources of funding;

* we may need to use substantially all of our cash flow from future operations to pay principal and interest on our indebtedness, which would reduce the amount of cash available to finance our operations and other business activities; and

* a high debt level, arduous or restrictive terms and conditions, or lower than expected cash flows from future operations would make us more vulnerable to economic downturns and adverse developments in our business.

WE MAY BE SUBJECT TO INTERNATIONAL BANKRUPTCY AND RELATED LAWS WHICH MAY AFFECT THE ENFORCEABILITY OF BANKRUPTCY JUDGMENTS.

Our subsidiaries are incorporated under the laws of various countries and conduct operations in countries around the world. Consequently, the bankruptcy laws of one or more countries in which our subsidiaries operate could apply. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor`s property, wherever located, including property situated in other countries. There can be no assurance, however, that courts elsewhere would recognize the United States bankruptcy court`s jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a debtor with its principal operating assets outside the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable.

AS MOST OF OUR ASSETS AND OFFICERS AND DIRECTORS ARE OUTSIDE THE UNITED STATES, SERVICE OF PROCESS AND ENFORCEMENT OF JUDGEMENT MAY BE DIFFICULT.

We are a Delaware corporation. However, most of our assets are located outside the United States. Further, our officers and directors are not residents of the United States, and their assets are located outside the United States. Also, most of our subsidiaries are incorporated in countries other than the United States and conduct their operations and hold their assets outside the United States. As a


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result, it may not be possible for holders of our common stock to effect service of process in the United States upon such non-resident officers and directors or to enforce in jurisdictions outside the United States judgements obtained against us or our directors and officers. This applies to any action, including civil actions based on the United States federal securities laws. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in jurisdictions outside the United States.
ECONOMIC CONDITIONS IN THE UNITED STATES, EUROPE AND GLOBALLY, AFFECTING THE TELECOMMUNICATIONS INDUSTRY, AS WELL OTHER TRENDS AND FACTORS AFFECTING THE TELECOMMUNICATIONS INDUSTRY, ARE BEYOND OUR CONTROL AND MAY RESULT IN REDUCED DEMAND AND PRICING PRESSURE FOR OUR PRODUCTS AND SERVICES.

There are trends and factors affecting the telecommunications industry which are beyond our control and may affect our future operations. Such trends and factors include:

* adverse changes in the public and private equity and debt markets and our ability to obtain financing or to fund working capital and capital expenditures;

* adverse changes in the market conditions in our industry and the specific markets for our products and services;

* the overall trend toward industry consolidation and rationalization;

* governmental regulation; and

* effects of war and acts of terrorism.

Economic conditions affecting the telecommunications industry in the United States, Europe and globally may affect our business. Reduced capital spending and/or negative economic conditions in the United States, Europe and/or other areas of the world could result in reduced demand for or pricing pressure on our products and services.

WE HAVE A LIMITED OPERATING HISTORY.

We have a relatively short operating history and we are involved in a rapidly evolving and unpredictable industry.

WE OPERATE IN A HIGHLY DYNAMIC AND VOLATILE INDUSTRY CHARACTERIZED BY RAPIDLY CHANGING TECHNOLOGIES AND EVOLVING INDUSTRY STANDARDS.

Our industry is characterized by rapidly changing technologies and evolving industry standards. Our success will depend on our ability to comply with emerging industry standards, to address emerging market trends and to compete with technological and other developments carried out by others. We may not be successful in targeting new market opportunities or in achieving market acceptance for our business.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Reference is made to our annual report on Form 10-K for the year ended December 31, 2002 for information concerning market risk. We are of the opinion that there have been no material changes in market risk since December 31, 2002.


ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports filed with the SEC. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of certain events, and there can be no assurance that any design will succeed in achieving its stated goals under all future conditions, regardless of how remote. In addition, we reviewed our internal controls, and there have been no significant changes in such internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.


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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to routine litigation incidental to our business and are named from time to time as a defendant in various legal actions. Reference is made to our annual report on Form 10-K for the year ended December 31, 2002 for information concerning legal proceedings.

In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which damages are sought, we cannot state what the eventual outcome of pending matters will be. We are contesting the allegations made in each pending matter and while we believe, based upon our current knowledge, that the outcome of such matters will not have a material adverse effect on our consolidated financial position, such matters may be material to our operating results for a particular period.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

10.1 Joint Venture Agreement dated May 8, 2003 between Cybernet Internet Services International, Inc. and Ravin Prakash

99.1* - Certifications



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* In accordance with Release 33-8212 of the SEC, these Certificates:
(i) are "furnished" to the SEC and are not "filed" for the purposes of liability under the Securities Exchange Act of 1934, as amended; and (ii) are not to be subject to automatic incorporation by reference into any of our registration statements filed under the Securities Act of 1933, as amended, for the purposes of liability thereunder, unless we specifically incorporate them by reference therein.
(b) REPORTS ON FORM 8-K

We have filed the following reports on Form 8-K with respect to the indicated items since December 31, 2002:


Form 8-K dated January 2, 2003:

Item 5. Other Events and Regulation FD Disclosure

Form 8-K dated January 24, 2003:

Item 5. Other Events and Regulation FD Disclosure

Form 8-K dated April 29, 2003:
Item 5. Other Events

16


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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, thereunto duly authorized.


CYBERNET INTERNET SERVICES INTERNATIONAL, INC.


By: /s/ Michael J. Smith
--------------------------------------
Michael J. Smith
President and Chief Financial Officer





Date: July 29, 2003


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CERTIFICATION OF PERIODIC REPORT
I, Michael J. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cybernet Internet Services International, Inc. (the "Registrant";

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others with those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Registrant`s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"; and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Registrant`s other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant`s auditors and the audit committee of the Registrant`s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant`s ability to record, process, summarize and report financial data and have identified for the Registrant`s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant`s internal controls; and

6. The Registrant`s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: July 29, 2003

/s/ Michael J. Smith
--------------------------------
Michael J. Smith
Chief Executive Officer and
Chief Financial Officer






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EXHIBIT 10.1


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JOINT VENTURE AGREEMENT
THIS AGREEMENT made effective the 8th day of May, 2003.

AMONG:


CYBERNET INTERNET SERVICES INTERNATIONAL, INC., a corporation
organized under the laws of Delaware, having its office at Suite 1620 - 400 Burrard Street, Vancouver, British Columbia
V6C 3A6

("Cybernet"
AND:

RAVIN PRAKASH, businessman, having an address at 1st Floor, 13 Babar Lane, New Delhi, 11001 India


("Prakash"
WHEREAS:

A. Cybernet and Prakash have agreed to enter into a joint venture for the purpose of providing customer relationship management services through an internet enabled contact center in India for technology companies and financial institutions in the European and United States markets (the "Joint Venture"; and

B. Cybernet and Prakash will form a bare trustee entity in the form of a limited partnership, trust or other entity ("TrusteeCo" to carry out the purposes of the Joint Venture set out in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the respective covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties covenant and agree as follows:


ARTICLE 1
DEFINITION AND INTERPRETATION
1.1 DEFINITIONS

In this Agreement, including the recitals hereto, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings respectively:

(a) "Agreement" means this agreement made as the same may be amended or supplemented from time to time;



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(b) "Budget" means the budget showing, inter alia, the nature, purpose, amount and estimated timing of expenditures in connection with the acquisition, development and operation of the Property as approved by the Joint Venturers from time to time under section 5.2 hereof;

(c) "Business" means the business of Worldturf which includes the business of developing, operating and maintaining internet enabled contact centers in India to provide, inter alia, the following services to technology companies and financial institutions: computer software and hardware support; customer support, including customer billing enquires, customer service, query handling and product information requests; and sales support, including outbound cold calling, outbound sales lead generation, cross selling, collections and customer satisfaction surveys, and all ancillary activities or services related thereto;

(d) "Committee" means such committee appointed under section
5.6 hereof;

(e) "Contribution Account" has the meaning set forth in section
6.5 hereof;

(f) "Contribution" means any contribution to the Joint Venture by a Joint Venturer and "Contributions" mean the aggregate of such Contributions;

(g) "Co-Project Managers" means Cybernet and Prakash as appointed under the provisions of section 5.1 hereof and "Project Manager" means any one of the Co-Project Managers;

(h) "Default" means, with respect to a Joint Venturer:

(i) the existence of a Event of Insolvency with respect to that Joint Venturer; or

(ii) the default by that Joint Venturer in the performance or observance of any of its obligations under this Agreement if that default is not cured within 30 days after receipt by that Joint Venturer of a Notice of the default from another Joint Venturer;

(i) "Defaulting Joint Venturer" means a Joint Venturer in respect of whom a Default has occurred which has not been cured;

(j) "Encumbrance" means any encumbrance of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any Mortgage, lien, easement, right-of-way, encroachment, restrictive or statutory covenant, profit-a-prendre, right of re-entry, lease, licence, assignment, option or claim, or right of any person of any kind which may constitute or become by operation of law or otherwise an encumbrance on the Property;

(k) "Event of Insolvency" means, with respect to any person, the occurrence of any one of the following events:



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(i) if that person, other than in connection with a bona fide corporate reorganization, is wound up, dissolved, liquidated or otherwise has its existence terminated (either voluntarily or involuntarily) unless such existence is immediately reinstated or has any resolution passed therefor or makes a general assignment for the benefit of its creditors or a proposal under bankruptcy or insolvency legislation or is adjudged bankrupt or insolvent or proposes a compromise or arrangement under bankruptcy or insolvency legislation or files any petition or answer seeking any reorganization, arrangement, composition, re-adjustment, liquidation or similar relief for itself under any present or future law relating to bankruptcy, insolvency, or other relief for or against debtors generally;

(ii) if a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against that person seeking any reorganization, arrangement, composition, readjustment, liquidation, winding up, dissolution, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors generally and that person consents to or acquiesces in the entry of an order, judgment or decree or that order, judgment or decree remains unvacated or unstayed for an aggregate of 60 days (whether or not consecutive) from the date of entry of any trustee in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers is appointed for that person (or, in the case of a Joint Venturer, of its Joint Venturer`s Interest) and that person consents to or acquiesces in the appointment or the appointment remains unvacated and unstayed for an aggregate of 60 days (whether or not consecutive);

(iii) in the case of a Joint Venturer, if an encumbrancer takes possession of its Joint Venturer`s Interest or any part of it or a distress or execution or any similar process is levied or enforced upon or against its Joint Venturer`s interest or any part of it and the same remains unsatisfied for the shorter of 60 days or such period as would permit the same or any part of it to be sold unless such taking of possession, distress or execution, is being, in good faith, disputed by the Joint Venturer and the Joint Venturer has provided security satisfactory to the other Joint Venturers;

(iv) if the Joint Venturer admits in writing its inability to pay its debts as they mature and fall due or otherwise commits an act of bankruptcy; or

(v) if the Joint Venturer gives notice to any governmental body of insolvency or pending insolvency or suspension of operation;

(l) "Joint Financing" means financing arranged by the Project Manager under section 6.2 hereof;

(m) "Joint Venture" means the joint venture created by this Agreement;



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(n) "Joint Venturer`s Interest" means, with respect to a Joint Venturer, the undivided right, title, benefit and interest of such Joint Venturer from time to time as tenant-in-common in the Property and "Joint Venturers` Interests" means the Joint Venturer`s Interest of all Joint Venturers collectively;

(o) "Joint Venturers" means Cybernet and Prakash and "Joint Venturer" means any one of such Joint Venturers;

(p) "Liabilities" means all indebtedness, liabilities, obligations, costs, expenses, claims and judgments incurred in connection with the Project and the Property which have been unanimously approved by the Joint Venturers or otherwise incurred in accordance with this Agreement;

(q) "Major Decisions" has the meaning set forth in section 5.2 hereof;

(r) "Project" means the development of the Business through the Joint Venture;

(s) "Property" means the assets or interests acquired or to be acquired by the Joint Venturers from time to time in connection with operating the Joint Venture;

(t) "Proportionate Share" means, with respect to each Joint Venturer, its undivided interest in the Property and in the Joint Venture expressed in the percentage of the interest in to the Joint Venture of each Joint Venturer set forth in Article 3 hereof;

(u) "Required Funds" means all funds required for the development of the Property or as are otherwise determined by the Project Manager to be required with respect to the Project and Property;

(v) "Subsequent Investment" has the meaning ascribed thereto in
Section 3.5 of this Agreement;

(w) "Worldturf" means WorldturfDotcom Pvt., Ltd.;

(x) "Worldturf Assets" means all of the assets of Worldturf of every kind and description owned by Worldturf or to which Worldturf is entitled relating to the Business including: (a) all lands, personal property and current assets of Worldturf;
(b) the benefit of all contracts, licences and permits of Worldturf; (c) the right to all designs, processes, technology and other property of Worldturf which relate exclusively to the Business; (e) all property used in the Business; and (f) all goodwill of Worldturf including trade or brand names, trademarks, trademark registrations, copyrights, know-how, technology and other intellectual property; and

(y) "Worldturf Shares" means all the issued and outstanding shares in the capital of Worldturf.



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1.2 INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement as a whole and not to any particular article, section, subsection or paragraph and include any agreement or instrument supplementary or ancillary hereto.

1.3 NUMBER AND GENDER

Unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa; words importing the use of either gender shall include both genders and neuter; and words importing persons shall include an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative.

1.4 CURRENCY

All sums of money which are referred to in this Agreement are expressed in lawful money of the European Union, unless otherwise specified.


ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF CYBERNET

Cybernet represents and warrants to Prakash as follows:

(a) Cybernet is a corporation duly incorporated and organized, validly existing and in good standing under the laws of Delaware and has the corporate power to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly executed and delivered by and constitutes a legal, valid and binding obligation of Cybernet, enforceable by Prakash against it in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors` rights generally; and

(c) The execution and delivery by Cybernet of this Agreement and the performance of its obligations hereunder will not give rise to any rights in favour of third parties and will not result in a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of or under: (i) its constating documents or organizational documents;
(ii) any applicable law, order, judgment or decree; or (iii) any agreement, arrangement or understanding to which Cybernet is a party which would individually or in the aggregate have a material adverse effect on Cybernet.



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2.2 REPRESENTATIONS AND WARRANTIES OF PRAKASH

Prakash represents and warrants to Cybernet as follows:

(a) This Agreement has been duly executed and delivered by Prakash and constitutes a legal, valid and binding obligation of Prakash, enforceable by Cybernet against him in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors` rights generally;

(b) The execution and delivery by Prakash of this Agreement and the performance of his obligations hereunder will not give rise to any rights in favour of third parties and will not result in a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of or under: (i) any applicable law, order, judgment or decree; or
(ii) any agreement, arrangement or understanding to which Prakash or Worldturf is a party which would individually or in the aggregate have a material adverse effect on Prakash or Worldturf;

(c) Worldturf is a corporation duly organized, validly existing and in good standing under the laws of its organization and currently carries on the Business;

(d) There is no agreement, judgement, injunction, order, decree binding on Worldturf which has or could reasonably be expected to have the effect of materially prohibiting or materially impairing any of the Business or Projects, or the conduct of the Business or Projects as currently conducted or proposed to be conducted; and

(e) The Worldturf Shares are duly authorized and validly issued, are fully paid and non-assessable, are free from any Encumbrances and are not subject to any option, right of first refusal or other right or agreement that may impair Prakash`s ability to contribute the Worldturf Shares to the Joint Venture.


ARTICLE 3
FORMATION, CONTRIBUTIONS AND TERM
3.1 FORMATION OF JOINT VENTURE

Prakash and Cybernet agree, subject to all necessary third party and regulatory approvals (if any), to associate in and form the Joint Venture as described in this Agreement for the purposes set out in Section 3.2 and agree that all of their rights and obligations in and to the Joint Venture and the Property will be governed by this Agreement.

3.2 PURPOSES

This Agreement is entered into for the following purposes and for no others, and will serve as the exclusive means by which the parties hereto directly or indirectly accomplish such purposes. The parties agree to form the Joint Venture to:



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(a) pursue the Project and any other projects similar or ancillary to the Project or involving a business similar to the Business; and

(b) perform any other activities necessary or incidental to any of the foregoing.

3.3 CONTRIBUTION BY PRAKASH

Prakash will contribute to the Joint Venture, for the exclusive use and benefit of the Joint Venture, the Worldturf Shares or, at the sole option of Cybernet, the Worldturf Assets and will receive a 42% interest in the Joint Venture.

3.4 CONTRIBUTION OF CYBERNET

Cybernet will contribute to the Joint Venture, Euro 100,000 and will receive a 52% ownership interest in the Joint Venture.

3.5 SUBSEQUENT INVESTMENT

Cybernet may, in it`s sole discretion, at any time contribute up to an additional Euro 8.0 million to the Joint Venture by way of a senior loan to the Joint Venture, or by any other means reasonably acceptable to the Joint Venturers, and upon such Contribution, Cybernet`s interest in the Joint Venture will be increased,pro rata, to up to an 80% interest in the Joint Venture.

3.6 WORKING CAPITAL CONTRIBUTIONS

Each of the Joint Venturers will not be required to contribute any advances or further capital as required for working capital purposes on an equal basis, without its prior written approval.

3.7 OWNERS` AGREEMENT

The Joint Venturers shall enter into an owners` agreement in connection with the formation, ownership and management of TrusteeCo (the "Owners` Agreement" which will contain provisions customary for such agreements, including providing:

(a) for the ownership of Joint Venturer`s respec

[Mitro]

Hi, hab noch mal etwas Zeit mit Lesen verbracht und gemerkt, daß ich Unsinn geschrieben habe. Natürlich wurden nur einmal 46 Mio USD Nennwert zurückgekauft! Im Abschluß vom 31.12.02 waren noch etwa 50 Mio € Seniors in der Bilanz. Diese Position dürfte somit erledigt sein.

Cash von 23 Mio € wird deshalb nur um rd. 8,5 Mio (€ und nicht USD) reduziert. Dafür sind noch einige Rückstellungen und Verbindlichkeiten von insgesamt rd. 9 Mio € in der Bilanz per 31.03.03, von denen ich allerdings nicht weiß, wann sie fällig sind. Somit wären noch etwa 5,5 Mio € für den laufenden Aufwand übrig.

Die ersten Zinsen für die Discount Notes müssen per 15.02.04 gezahlt werden. Spätestens dann ist der Laden dicht, denn viel zu verkaufen gibt es nicht mehr.

Den Wert des Mantels kann ich nur grob schätzen. Wenn die restlichen Bonds auch für rd. 20 % gekauft werden, gibt es einen Buchgewinn, der den Verlustvortrag schmälert. Der restliche Verlustvortrag dürfte dann etwa 160 Mio € betragen. Den Unternehmenssteuersatz in Delaware kenn ich nicht, schätze in aber um etwa ein drittel ein. Also grob 50 Mio €. Davon geht der Preis für die restlichen Anleihen von rd. 20 Mio € ab. Bleiben somit rd. 30 Mio €. Und da der Käufer ein Geschäft machen will, zahlt er natürlich nur einen Teil davon. Schätze mal, daß vielleicht so 15 bis 20 Mio fließen. Also etwa 60 bis 80 Cent pro Aktie.

Finanzierung des Rückkaufs über neue Aktien müßte man mal durchrechnen. Würde aber mal sagen, da keine Wertschöpfung stattfindet bleibt das im Vergleich zum Rückkauf in Cash ein Nullsummenspiel (durch neue Aktien wird das Kapital verwässert und der höhere Erlös muß auf mehr Stücke verteilt werden).

Hoffe, ich habe geholfen etwas klarer zu sehen. Ich betone, daß dies alles meine Eindrücke und meine Meinung sind und erhebe keinen Anspruch auf Unfehlbarkeit

Gruß

Santa

[UPGRADE]

@ mitro

ich kenn mich im US-Steuerrecht nicht aus - aber haben die nicht sehr harsche Bedingungen für die Nutzung von Verlustvorträgen (noch schlimmer als bei uns)

Meiner Ansicht nach führt absolut kein Weg an der Cybernet-Insolvenz vorbei

[dreigeh]

dann hätte man sich die ganze mühe sparen können.