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  Read Shareholder Questions & Answers:

These answers contains forward-looking information that is subject to certain risks, trends and uncertainties and actual developments may differ materially from those projected.
 
 

Question: 

1. What is the timing on the release of the proxy?
2. Is CESF owed any consideration from the contingent sale? If so, how much?
3. If the board approves a sale of their shares to another entity, how much cash could be distributed to shareholders? Should I assume the current balance sheet cash less any operational burn?
4. How would the acquisitions be funded if management were to distribute all the cash to shareholders?
5. What is a normalized G&A expenses run rate since September 30th, 2004?

Answer: 

1/22/06 --

1) As soon as practicable after certain potential liabilities are resolved.
2) Yes. See footnote number 1 to our pro forma balance sheet.
3a) The "if" part of your question is unrelated to the "then" part of your question. The Board of Directors has entertained offers to sell the shell by issuing new shares, but the one current, prospective buyer only wants to buy controlling interest by purchasing shares from the major shareholders. That is, only a few shareholders, which include the Directors, would receive an offer from this buyer.
3b) The amount of cash that would be distributed upon a liquidation will be substantially all of whatever cash is available for distribution at the time of such distribution. This would be approximated by working from the September 30, 2004 pro forma balance sheet and taking current cash, short-term investments, and contract receivable less liabilities and less expenses recorded subsequent to that date and prior to the distribution.
4) CESF is not contemplating any acquisition; therefore, no funding will be needed.
5) We have not calculated a "normalized G&A expense run rate." The financial statements for the year ended September 30, 2005 should be available soon. The issue that was delaying the September 30, 2004 pro forma financial statements has been resolved.
   

 

Question: 

1. What is the timing on the release of the proxy?
2. Are you planning on providing shareholders with an up to date balance sheet?
3. What has caused the delay in coming out with a proxy?

Answer: 

9/14/05 --

1) The release date of the proxy is not yet determined. We are resolving various issues and preparing the proxy. There were issues involving copyrights, royalties and contract terms that have taken time to resolve. We are much closer than the last time this question was asked.
2) Our financial statements for the June 2004 quarter should be released this week. The financial statements for the year ended September 2004 should appear shortly thereafter.
3) The reason for the delay is covered in the answer above.

 

 

 

Question: 

1. Proxy timing update?
2. Will you be able to find enough shareholders to get the vote thru?
3. What is quarterly burn going forward?
4. Why not place a 12-32-04 balance sheet on the website?
5. How (much) is management compensated?
6. Have you considered a return of capital to shareholders (no vote required?) and marketing the shell?

Answer: 

4/13/05 --

1) The release date of the proxy is not yet determined. We are resolving various issues and preparing the proxy.
2) We certainly expect to find enough shareholders. A shareholder vote will be required. It will be important for all shareholders to vote.
3) We have two part-time employees, directors' fees, a stock transfer agent and various other expenses.
4) We will soon be releasing the financial statements for the quarter ending June 30, 2004. April 1, 2004 was the date of the sale of the operating assets subject to shareholder approval.
5) All compensation has varied since April 1, 2004. The expense for executive compensation, as adjusted for the fact that the President is not full-time, was $79,587 for the twelve months ended March 2005.
6) We have considered the cost of both a return of capital distribution and marketing the shell. These will be discussed in the proxy.

 

 

 

Question: 

What is the purchase price for the sale of the business to Startly? Since the sale is contingent on shareholder approval I assume that the sale has not yet taken place. Does this mean that the assets and liabilities are still on CESF's balance sheet? Is revenue and expenses still showing up or are these accounted for as discontinued operations? Who is responsible for losses to the operating business until the sale is finalized?

Answer: 

4/12/05 --

1) The sales prices of the Company's operations was determined by seeking private offers. Numerous likely buyers were contacted. Commissions were offered to potential sales agents. The sales price reflects the highest offer received. The operations were sold as of April 1, 2004 to a buyer who offered what the Board of Directors determined was the best offer. We have not announced the price, but it will be included with the financial statements for the quarter ended June 30, 2004 that we are currentlyworking on.

2) The sale has taken place as of April 1, 2004 subject to shareholder approval. Because the financial statements will be prepared as if shareholder approval will be obtained, the operating assets and liabilities that were sold will not show on the Company's balance sheet after that date, but the proceeds from the sale will be shown.

3) Because financial statements are being prepared as if the sale will be approved, revenues and expenses from business operations on and after April 1, 2004 are those of the buyer. The directors believe that structuring the sale in this fashion preserves value for the Company.

4) If the sale is approved operating losses since April 1 will be borne by the buyer. If the sale is not approved such operating losses will be borne by the Company as a result of unwinding the sale.

 

 

 

Question: 

I have several questions regarding the wind down of the business.

  1. When is the shareholder vote on the liquidation?
  2. Has the sale been closed?
  3. What does the balance sheet look like today?
  4. What will it cost us to wind down?
  5. Is there any contingency reserves?
  6. How much and when can shareholders expect a distribution?

Answer: 

12/21/04 --

  1. Not determined. Closing the March books took longer than expected. Contingencies are being reviewed for significance.
  2. The sale of our remaining operating assets was announced in April 2004. It is not final until approved by the shareholders.
  3. The most recent financial information we have released was as of March 31, 2004. It is available on our Web site at http://www3.cesoft.com/home/pressrelease-all.html
  4. Legal fees have not been determined and operating expenses depend on how long it takes.
  5. We are hoping to do a single distribution with no contingency reserves to be held for three years, but a decision is still pending.
  6. How much and when are both predictions that we are not skilled in making since we have not done this before.

 

 

 

Question: 

It has been brought to our attention that CE Software Inc has changed its name to [Startly] Technologies. At this time please advise the effective date of the change and confirm that old certificates were not called in as a mandatory exchange. Further, advise the status of the liquidation of the company. If a meeting date has been established, please advise the date or the anticipated date when the next step on this action will take place. Thanks you for your prompt attention to this matter. [This question came from someone who gave us an incorrect e-mail address so we could not reply directly to him.]

Answer: 

12/14/04 -- From a customer point of view it does appear to be just a name change. The operating business continued with substantially the same employees. But, it was a purchase by a group of employees, pending approval by the CE Software shareholders. The Shareholders of CE Software are not and will not be shareholders of Startly Technologies. Please read the press releases available at:

http://www3.cesoft.com/home/pressrelease-all.html

I call your attention to the April 13, 2004 press release.

There will be a shareholder meeting. We are trying to resolve all issues so that we can have just one distribution upon liquidation rather than string it out over a period of years, but this determination has not been made.

 

 

 

Question: 

I have stock in CE Software. I believe American Express is holding them. What can I expect as a pay out?

Answer: 

4/14/04 -- We can't answer the question of how much. There are too many variables. We can give you some information on when. The "when" depends on how long it takes us to get the proxy to shareholders. Then add a month or more for voting. Then if the vote is approved at the shareholder meeting, a few weeks will be needed to accomplish the distribution. This assumes that the distribution is made in a single payment. It might be a couple of payments over time. Also, don't forget to vote your proxy when you receive it.

 

 

 

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