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MINDARK PE AB ANNUAL REPORT 2007 This annual report comprises Mindark PE AB (publ) with corporate identity number A copy of the undersigned annual accounts can be obtained from
MINDARK PE AB ANNUAL REPORT 2007 This annual report comprises Mindark PE AB (publ) with corporate identity number A copy of the undersigned annual accounts can be obtained from 07 Contents CEO Comment 4 Entropia Universe 6 The Year 2007 in Review Highlights 8 Presence at all the Big Events Worldwide 10 Share Capital and Ownership Structure 11 Board of Directors Leading Officials Several Year Summary and Key Ratios 14 Key Ratio Definitions 15 Director s Report Income Statement 18 Balance Sheet 19 Cash Flow Statement 21 Notes 22 Audit Report 30 CEO Comment 2007 Several essential steps forward for Mindark and Entropia Universe 2007 was the year Mindark took several essential steps forward towards one major milestone goal, namely to make Entropia Universe a platform for companies all over the world aiming to achieve a three-dimensional presence on the Internet. Several necessary steps accompanied by large investments have been made in this direction in the passed year and I would like to point out a few of them: Jan Welter Timkrans Since the first quarter of 2008, localization has made the Entropia Universe accessible in a number of languages; to begin with German, French and Spanish will be added to the already existing English language. Other languages like Chinese, Japanese and Korean to name a few will be added throughout Mindark has licensed a new 3D-graphics engine from Crytek GmbH in Germany.This investment is a huge financial commitment and many working hours will be needed in order to integrate the software with Entropia Universe. I m convinced however that all efforts spent will pay off in the end since the CRYENGINE2 from Crytek GmbH will take the graphic appearance of Entropia Universe to a new level of realism and beauty and also facilitate the graphical production for our partners. Mindark has to date not made any substantial efforts in marketing the Entropia Universe towards increasing its number of end users, or shall we say citizens of Calypso! Chiefly the marketing efforts so far have been aimed towards attracting business partners with the vision to see the possibilities that a three dimensional virtual universe will bring to their products and business models. Contracts have so far been signed with CRD, a Chinese government owned company, and just recently with Creative Kingdom Incorporated, an International company in the leisure, architectural and entertainment industry. With its head office in Los Angeles, Creative Kingdom is also represented in several countries around the world. These partners will establish their own planets within the Entropia Universe and thereby bring new and culturally diversified content to current and future citizens.the partners will also use their resources in marketing activities aimed at bringing in new citizens to populate their planets. 4 MINDARK PE AB ANNUAL REPORT 2007 The economic model within Entropia Universe is constructed in such a way that all partners will benefit from an increasing population not only on their own planet but also in the virtual universe as a whole. Negotiations continue with a number of the world s largest companies active in various business segments such as media, telecom, banking and travel to name a few, for creating the same sort of agreements as mentioned previously. During the last quarter of 2007, Mindark incorporated its first international subsidiary under the Ilunova SA de CV name in Playa del Carmen, Mexico. Illunova will conduct software development work and customer support on behalf of the parent company. The establishing of a subsidiary, this first one on the American continent, marks the start of a process which aims to establish Mindark representation on all continents world wide. The new 3D-graphics engine from Crytek GmbH will take the graphic appearance of Entropia Universe to a new level of realism and beauty Last but not the least, in October 2007 Mindark contracted Investment bank Credit Suisse to take the company to an international stock exchange.the stock listing is planned to be accompanied by an IPO.These strengthened financial resources will enable Mindark to expand its business globally at an accelerated pace in support of its present and future partners. I welcome all shareholders, new as well as old, to join us at Mindark on an exciting journey in Göteborg, April 2008 Jan Welter Timkrans CEO and principal shareholder Mindark PE AB MINDARK PE AB ANNUAL REPORT Entropia Universe Entropia Universe offers a unique mixture of online entertainment, social interaction and e-commerce Mindark operates, develops and markets the entertainment platform called Entropia Universe, which gives people from all over the world the opportunity of becoming members in a common three-dimensional virtual universe. Entropia Universe offers a unique mixture of online entertainment, social interaction and e-commerce through a ground breaking concept; the connecting of a real cash economy to a gigantic three dimensional virtual universe. The Basics The Entropia Universe client software is free to download over the Internet and doesn t involve any subscription fees what so ever. Entropia Universe utilizes a real cash economy, which means that the internal Entropia Universe economy is linked to the real world economy. This is achieved using a virtual currency called the Project Entropia Dollar (PED).The virtual currency has a fixed exchange rate, guaranteed by Mindark, to the US Dollar, where 10 PED equals 1 USD. Real currency is entered into Entropia Universe using mainly credit cards and pre-paid cards.the virtual PED currency may then be exchanged back into real world currency using a direct bank transfer. The Virtual Universe The Entropia Universe is set on the distant colony of Calypso, the first habitable planet mankind has ever found. Participants assume the roles of colonists that strive to build a new world together, under threat from the natural elements and a marauding robot force out to destroy the fledgling colony. As Calypso is a recently discovered planet, the colonists participants must establish their own society and economy. This requires a lot of cooperation and specialization one person cannot do it all. This means that colonists need to collaborate when it comes to advancing the level of development; it is better to have a specialized miner searching for minerals and an expert tools manufacturer making tools. Should colonists choose to leave the safety of the cities and towns on Calypso, they may have to defend themselves against wild animals, hostile mutants and invading robots. However the risk can be worth the reward with pristine new land areas to survey and extract minerals from. Upon entering Entropia Universe, one creates an alter ego, an avatar (a threedimensional character which represents the participant in the virtual universe), which can be modeled completely according to the participant s wishes regarding gender, appearance, skin color etc.the avatar is then transported to the virtual planet Calypso where In-World adventures and social interaction with other participants a participant in Entropia Universe you use PED to acquire virtual land and equipment in order to invest in your avatar s growth and abilities. Mindark expands and develops Entropia Universe continually, much of which is 6 MINDARK PE AB ANNUAL REPORT 2007 based on participant feedback and initiative. This means that the individual, together with others, has the opportunity to participate in the creation of a new civilization, the exploration of whole continents and the establishment of new communities. Virtual Items and Values Virtual items are items that exist in the Entropia Universe, like a shirt, a house, or a tool.they are intangible assets, which in Entropia Universe have a real value as they can be bought and sold for PED. The concept is not as strange as it seems, as people have already paid for virtual items, or experiences, for decades.when you for instance buy a painting from a gallery, you don t pay for the paint and the canvass, do you? No, you pay for the total experience from enjoying the artwork and it s possible investment value.the same theory applies to high end virtual items in Entropia Universe, they also become valuable in real life. Most items are traded on the free market in Entropia, either through direct participant-to-participant interaction, or by use of the auction system which allows for global trades, or through the numerous shops, marketplaces and shopping malls scattered around the virtual universe. The market imitates the real world where supply and demand determine price and availability. Some of the rarer virtual items in Entropia Universe have a market value of over 100,000 USD. This may seem a lot, but the perceived value, both in function and/or status warrants it. Just like in the real world, where you live virtually is also important. If you can find a nice three room condo next to one of Entropias celebrity players, you will have to be able to afford paying premium money for the estate, compared to an apartment of equal size somewhere in the virtual suburbs. As the virtual universe is composed of real human beings behind every avatar, real world mechanics, psychology and social patterns are imitated in the society built by Entropia participants. MINDARK PE AB ANNUAL REPORT Entropia Universe The Year 2007 in Review Highlights The Göteborg Company Award Mindark wins the prestigious Göteborg Company Award 2007 and accepts it from Göteborg's Mayor Göran Johansson.The Company Award was introduced by the Trade and Industry Group in January 1994, and has so far been won by over 40 companies.the award is aimed at supporting industrial development in the Göteborg region and rewarding positive enterprise that benefits customers, employees, business owners and society. Contract Signing Ceremony for Entropia Universe entering China Mindark and Chinese Cyber Recreational Development Corp. sign an agreement to create the largest cash-based virtual world ever. Present during the ceremony were, besides Mindark and CRD representatives, also Göteborg's Mayor Göran Johansson and officials from Business Region Göteborg.The new project will permit up to 7 million concurrent users logged into the virtual universe with an overall aim to attract some 150 million users from all over the world. Entropia Universe China, a three-dimensional universe on the Internet intended for entertainment, work, commerce, community building, culture, and much more, is expected to generate over one billion USD annually in commerce from this partnership. Mindark are invited to meet the Joint Economic Committee of the U.S. Congress With Entropia Universe and other virtual spaces growing tremendously over the past year, the U.S. Congress turned to Mindark and its experience with Entropia to shed light on a number of issues where virtual worlds may intersect with public policy. Mindarks expertise proved very helpful in this matter and the opportunity was greatly appreciated to discuss insights, observations and concerns. Mindark selects State-of-the-Art CryENGINE2 to Bring Real-Life Look to Entropia Mindark has signed a license agreement to use the stunning high-tech game engine CryENGINE 2,from famed German developer Crytek GmbH, creators of Far Cry and Crysis. This will make Entropia Universe the closest-to-reality looking massively multiplayer online game ever seen.the transition to an Entropia Universe platform built around this new technology is expected to be finished during 2008, and will be available to all Entropia Universe partners. Entropia Universe enters 2008 Guinness World Records Book for Most Expensive Virtual World Object Entropia s real cash economy model proves its commercial viability by attracting the largest real cash investments in virtual items.the new 2008 Guinness World Records book features Club NEVERDIE, an asteroid space resort bought for 100,000 USD by famous gamer Jon NEVERDIE Jacobs as The Most Expensive Virtual Object. The asteroid space resort which boasts a nightclub, shopping mall, 1000 apartment complex, commercial space ship docking, mega sports stadium, and hunting 8 MINDARK PE AB ANNUAL REPORT 2007 and mining biodomes is the highest grossing privately owned virtual event venue online, estimated to be worth in excess of one million USD if ever placed back on the market. Mindark Intends To Go Public Mindark plans an initial public offering (IPO). Mindark is in the process of preparing for its upcoming IPO, which is likely to include an offering of newly issued registered shares as well as existing shares. Mindark intends to use the proceeds from the newly issued shares to implement its growth strategy, in particular the expansion of its market position and pursuit of potential acquisition opportunities. Jan Welter, CEO of Mindark, said: As a publicly traded company Mindark will be able to acquire intellectual property and make strategic acquisitions that will enhance and expand Entropia Universe as the leading virtual platform for Entertainment, Commerce, Education and Avatar Development.The IPO will also give us an opportunity to substantially expand our development team and to further develop our many current virtual systems and user tools employed by users to engage in commerce, as well as to develop new ones. Mindark has appointed Credit Suisse to help the company evaluate its strategic alternatives including planning for the IPO. MINDARK PE AB ANNUAL REPORT Entropia Universe Presence at all the Big Events Worldwide Mindark was present at the important events around the world. Here is a selection of the events. Virtual Worlds Forum Europe 2007 London Mindark present Entropia Universe at the Virtual Worlds Forum Europe, Oct The pan- European virtual worlds conference connected brands, major corporations, digital and virtual worlds agencies, media and entertainment players and games companies, technology suppliers, analysts and commentators, lawyers, regulators and venture capitalists and all those harnessing the power of virtual worlds to engage with clients, suppliers or customers.the event had over 450 attendees from 23 countries. E for All Games Convention Los Angeles Mindark exhibit Entropia Universe at the E for All Games Convention Oct The event saw 18,000 visitors over four days, with Mindark staff conducting a range of special competitions, give-aways and fashion shows for Entropia Universe fans and media. Entropia Universe was subsequently deemed Best Original Game at the E for All Convention by Leipzig Games Convention Leipzig Mindark exhibit Entropia Universe at the Leipzig Games Convention, Aug Making the most of the event which saw 200,000 visitors over four days, Mindark staff planned a range of special competitions, give-aways and sneak previews for Entropia Universe fans old and new. Some 2,800 journalists from over 35 countries attended this international meeting point for commerce, developers, publishers, manufacturers and service providers from the computer and video game sector. Virtual Worlds Conference 2007 New York City Mindark representatives were invited to the first Virtual Worlds Conference at the Museum of Jewish Heritage in New York on March More than 600 professionals from 19 countries participated in the Conference, the leading event for Fortune 500 businesses seeking to understand and maximize marketing and business strategies within virtual worlds.vw07 gave an inside look at the Virtual Worlds activities of MTV, Disney,AOL, Pontiac, Nickelodeon, Leo Burnett, Sundance Channel, GSDM, IBM and other major brands. 10 MINDARK PE AB ANNUAL REPORT 2007 Share Capital and Ownership Structure The share capital in Mindark PE amounts to SEK, with a total of shares issued, leading to a quota value of 0, 10 SEK per share. All shares issued have equal rights to equity and earnings and are entitled to one vote each. The shareholders register is managed by VPC, the Swedish Securities Center. Since incorporation in 2003 the share capital has developed as follows. Share Capital Development Increase in Total number Increase in Total Time Event number of shares of shares share capital share capital February 2003 Founded July 2003 Split 100: September 2003 New share issue March 2006 New share issue October 2006 Split 10: Ownership structure according to the Swedish Register Centre Shareholdings Proportion of Shareholders December 31 st 2007 shares and votes Jan Welter Timkrans ,9% CG Bothén AB ,7% Kronboken AB ,9% Lars Hammarström ,7% Urban Bothén ,7% Other shareholders ,1% Total % MINDARK PE AB ANNUAL REPORT Board of Directors 2007 Board of Directors Jan Welter Timkrans Age: 51 Title: Chief Executive Officer Number of shares owned: 4,346,030 Background: Member of the board since incorporation in Studies at Chalmers More than 20 years of experience in executive positions leadership. Creator of Entropia Universe and founder of Mindark PE AB. Lennart Molander Age: 59 Title: Chairman of the board Number of shares owned: 0 Background: Solicitor and member of the Swedish Bar Association since More than 30 years experience in legal practice and is currently a partner and operative at Lindahls Göteborg office. Bernt Wåhlin Age: 53 Title: Board member and Chief Personnel Manager at Mindark PE Number of shares owned: 29,860 Background: Member of the Board since incorporation in Studies at Chalmers More than 20 years experience of management assignments. Has been with Mindark since Hans Andersson Age: 60 Title: Board member Number of shares owned: 650 Background: CFO at Elof Hansson AB in Göteborg. Previously Senior Vice President at Handelsbanken in Umeå, Stockholm and Göteborg. 12 MINDARK PE AB ANNUAL REPORT 2007 Leading Officials 2007 Leading Officials Magnus Eriksson Age: 37 Title: Chief Development Officer Number of shares owned: 24,050 Background: Masters degree in Computer Science from Mälardalens Högskola. Has previously worked with educational graphical software for industrial production purposes. Has been with Mindark since Anders Stenlund Age: 50 Title: Chief Financial Officer Number of shares owned: 222,650 through company Background: Economic graduate from University of Göteborg with 25 years experience of accounting and finance. Has been at Mindark since Cornelia Sundström Age: 34 Title: Customer Service Director Number of shares owned: 8,000 Background: Studies in Communication Science and Social anthropology at Freie University in Berlin Several years experience of service industry professions. Has been at Mindark since David Simmonds Age: 47 Title: Business Development Director Number of shares owned: 0 Background: University graduate, moved to Sweden from England ín the late 90 s. More than 25 years experiene of business development in IT, telecom & security of which more than 20 years as owner/ managing director. Has been at Mindark since Marco Behrmann Age: 35 Title: Chief Information Officer Number of shares owned: 41,050 Background: System science education at University of Göteborg. Has worked with various computer games for about 10 years. Has been with Mindark since Frank Campbell Age: 35 Title: Public Relations Director Number of shares owned: 0 Background: Studies at Cork Institute of Technology, Ireland Previous experience from music industry. Has been at Mindark since 2006 Carl Uggla Age: 64 Title: Chief Marketing Officer Number of shares owned: 1,300 Background: Marketing degree from University of Linköping. Has previous experience from management positions within marketing, restaurant businesses and music industry among others. Has been with Mindark since Christian Björkman Age: 32 Title: Business Director of Special Projects Number of shares owned: 0 Background:Degrees from Lund University, School of Law and San Diego State University, School of Business. Previous experience includes management positions within strategic and international marketing
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