management discussion and analysis march 31, 2003

Xentel DM Incorporated of 48

2006 Annual Report

For the years ended December 31, 2006 and 2005

Contents

Report to Our Shareholders

Management Discussion and Analysis

Management’s Responsibility for Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations and Retained Earnings

Consolidated Statements of Contributed Surplus

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Corporate Information

3710 Westwinds Drive NE 8000 Jane Street Bay 24, Tower A, Suite 401 Calgary, Alberta T3J 5B3 Concord, Ontario L4K 5B8 403-537-1001 416-633-4646

with over 30 offices in Canada and the United States

Xentel DM Incorporated 2 of 48

Report to Our Shareholders Following 2005, where long term debt was restructured and the balance sheet strengthened, 2006 was a transitional year for the Company, wherein it continued to remodel by electing not to renew unprofitable contracts while renegotiating others, to terminate the basis under which it operated its offshore telemarketing test program and to continue the reduction of branch overhead and corporate administration costs. As a result of client rationalization, the Company experienced a decline in revenues from $125 million in 2005 to $114 million in 2006 but managed the maintenance of a gross margin percentage of 24% for 2006 versus 25% for 2005. Earnings before other items, as described in the Statements of Operations and Retained Earnings in the accompanying financial statements, increased to $1,036 thousand in 2006 from $859 thousand in 2005, an increase of 21%. The continuing emphasis on cost controls has developed a “lean” management philosophy throughout the Company. Moving into 2007 there does not appear to be any significant operational changes other than the on going optimization of the benefit events programs, productivity improvements in data management and continuing cost control measures. Management continues to review the operational and cost structure with a view to maximizing shareholder value. We thank our stakeholders for their support -our clients, employees and Board of Directors have all contributed.

Michael P. Platz Chairman, President and CEO Toronto, Ontario, Canada

April 20, 2007


Xentel DM Incorporated Year ended December 31, 2006 Management Discussion and Analysis (tabular amounts in $ ‘000s CAD, except percentages and per share data) The following Management Discussion and Analysis of the financial condition and results of operations and cash flows for Xentel DM Incorporated for the years ended December 31, 2006 and 2005 should be read in conjunction with the accompanying Consolidated Financial Statements and related notes to the Consolidated Financial Statements. Certain statements in this report may constitute “forward looking statements” and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any performance or achievement expressed or implied by such “forward looking statements”. These “forward looking statements” reflect management’s current beliefs and are based on information available to management as of the date of this report. Outlined below under the heading Business Risks are some of the key factors that could cause results to differ materially from the results outlined in the “forward looking statements”. Except as otherwise noted, the accompanying financial statements are prepared in accordance with Canadian GAAP in Canadian dollars. Neither Gross Margin nor Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) are standardized GAAP meanings and, therefore, the comparison of these amounts to other enterprises may not be possible if the basis of calculation differs. Gross margin and gross margin percentage of revenues may vary between enterprises depending on the expense categories included in Cost of revenue versus Branch overhead and corporate administration but as applied consistently between the periods under consideration provides a comparison between those periods of the Company’s operations. EBITDA is a financial metric used by many investors and lenders to compare companies and to evaluate the Company’s ability to repay debt since this measure excludes from operating results interest, taxes and amortization. For 2006, the Company has excluded the loss on disposal of investments in the amount of $191 thousand and legal expenses incurred in connection with the 2003 privatization lawsuit in the amount of $151 thousand from the calculation of EBITDA. Similarly, for 2005, the Company has excluded from the calculation of EBITDA the gain on adjustment of long term debt in the amount of $2,678 thousand and the legal expenses incurred in connection with the 2003 privatization lawsuit in the amount of $182 thousand. Overview The Company is engaged in the business of profile enhancement for community based organizations, charities and other not for profit enterprises through the production and marketing of sports and entertainment events, newsletters and marketing materials and fundraising activities.


The Company provides the following services to its Community Service Organization clients:

• Benefit events • Fee for service and data development • Revenue sharing • Subcontract work • Marketing list rentals

Benefit Events Benefit events are the backbone of the Company’s business, particularly in Canada. The Company produces two basic types of events: live entertainment and sports. Most events in Canada are conceived of and owned by the Company, while in the US many events involve purchasing dates on performers’ tours. Over the last 25 years, the Company has developed and refined the concepts, marketing and production of a number of very successful Canadian event tours. They include Oldtimers Hockey Challenge ™, Battle of the Badges ™, Allstars Baseball ™, Legends Alive ™ and Shrine Circuses. Historically, in the US, the Company had largely assumed the event model of purchasing and presenting dates on performers’ tours. Some of these have included current stars like Tim McGraw, as well as music legends like Merle Haggard and Charlie Daniels. Also, in the US, the Company has arrangements with a number of professional sports teams to sell excess capacity tickets whereby blocks of tickets are bulk purchased for resale on behalf of a charity sponsor using the Company’s teleservices expertise and transactional databases. This new event model has significant profitable opportunities. There are no direct event production costs and because of the Company’s geographically diverse transactional database this model has the potential to develop into relationships with professional sport leagues, not just the individual teams. Xentel takes an event into a community and arranges to work with a local sponsoring organization to promote the event. This develops community awareness and additional financial support for the sponsor. The Company pays all associated costs. Ticket sales, program advertisements and contributions generated by the Company’s database marketing all contribute to event revenues. All event revenues are for Xentel’s account. The event sponsor’s share of revenue is calculated one of three ways:

• per capita fee, • a guarantee of a certain percentage of ticket sale revenues, or; • a royalty fee.

As an adjunct to the Company’s Benefit Events, Xentel now offers promotional items and memorabilia to patrons and consumers via the internet. E-commerce represents only a small part of the Company’s overall revenues, but has the added advantage of enhancing both its benefit events and corporate image. These items are offered through the Company’s website and, as an example of a tie-in to Xentel’s Oldtimers Hockey Challenge ™, the Company offered for sale autographed hockey sticks, autographed


photos of former hockey stars, T-shirts, etc. Xentel’s own creative team designs and supports these e-commerce efforts. Fee For Service and Data Development Donor prospecting and renewal services are contracted by not-for-profit and charitable organizations in Canada and increasingly in the US. It is an integrated, all-inclusive offering from database through to processing the collection of donations. Xentel charges a fee-for-service based upon the hours of work involved, usually in the context of a three to five year contract. Revenue Sharing These are projects Xentel undertakes on behalf of sponsoring organizations to provide tele-canvassing services for which it receives compensation as a percentage of the funds generated. In the United States, the Company often performs these services on behalf of fraternal organizations which are not registered charities. Donors receive a decal showing their support of the sponsor organization. In some cases a successful community awareness campaign results in the sponsoring organization engaging Xentel’s more typical fundraising services. Subcontract Work Xentel continues the practice of subcontracting some of its work. This is done on a strategically selective basis where the subcontractor has superior data in a specific area and/or can execute the work on a more economic basis. Marketing List Rentals This is a small part of our business representing about 1% of revenues. The Company rents selected proprietary databases to not-for-profit organizations where they do not compete with our normal business activities. These databases are developed through our normal course business. As a result, list rental sales incur minimal incremental costs. Gross Revenues An analysis of gross revenues for the three months ended December 31 follows:

December 31 % % Total % Total 2006 2005 +/- Change 2006 2005

Canada $ 11,643 $ 11,651 $ (8) (0)% 41% 39%United States 16,728 18,255 $ (1,527) (8)% 59% 61% Total $ 28,371 $ 29,906 $ (1,535) (5)% 100% 100%


An analysis of gross revenues for the years ended December 31 follows:

December 31 % % Total % Total 2006 2005 +/- Change 2006 2005

Canada $ 46,331 $ 46,907 $ (576) (1)% 41% 38%United States 67,338 78,050 $ (10,712) (14)% 59% 62% Total $ 113,669 $ 124,957 $ (11,288) (9)% 100% 100% The above analysis includes revenues from Canadian activities in support of United States business which have been eliminated on consolidation. Please refer to note 15 of the consolidated financial statements for details on these amounts. In the fourth quarter of 2006, Canadian revenues decreased $8 thousand or 0% from the fourth quarter of 2005 and for the year ended December 31, 2006 compared to 2005 there was a decrease of $576 thousand or 1%. This change is normal course business activity level fluctuations that happen from quarter to quarter. Although certain events take place in the same periods from year to year, the timing of the telemarketing activity can vary between quarters resulting in the fluctuations experienced. For the fourth quarter 2006 compared to the fourth quarter 2005, the revenue decline in the US operations is the result of a combination of a decline in revenues of US$900 thousand and the impact of foreign currency exchange rate fluctuations on converting the US dollar revenues into Canadian dollars of $529 thousand. Also, for the year ended December 31, 2006 compared to 2005, the actual revenue decline was US$5,067 thousand and the impact of the foreign exchange conversion amounted to $5,185 thousand. The revenue decline in US dollars relates to the less profitable contracts that were terminated during the latter half of 2005 and this program has been completed. Although new clients have been added, they have not yet fully replaced the lost business and they take some time to affect revenues as the new campaigns ramp up. Cost of Revenue and Gross Margin Since Gross Margin has no standardized GAAP meaning, the comparability of Gross Margin to other enterprises may not be possible if the basis of calculation of Gross Margin differs. Gross margin and gross margin percentage of revenues may vary between enterprises depending on the expense categories included in Cost of revenue versus Branch overhead and corporate administration but as applied consistently between the periods under consideration these amounts provide a comparison between those periods of the Company’s operations.


An analysis of cost of revenue for the three months ended December 31 follows:

December 31 % of

Revenues % of

Revenues 2006 2005 2006 2005 Canada $ 9,138 $ 9,598 78% 82%United States 12,511 14,033 75% 77% Total $ 21,649 $ 23,631 76% 79% An analysis of cost of revenue for the years ended December 31 follows:

December 31 % of

Revenues % of

Revenues 2006 2005 2006 2005 Canada $ 35,449 $ 35,533 77% 76%United States 50,548 58,438 75% 75% Total $ 85,997 $ 93,971 76% 75% The above analysis includes direct costs from Canadian activities in support of United States business which have been eliminated on consolidation. An analysis of the gross margin for the three months ended December 31 follows:

December 31 % 2006 2005 +/- Change

Canada $ $ 2,505 $ 2,053 $ 452 22%

% of Revenue 22% 18% 4%

United States $ $ 4,217 $ 4,222 $ (5) (0)%

% of Revenue 25% 23% 2%

Total $ $ 6,722 $ 6,275 $ 447 7%

% of Revenue 24% 21% 3%


An analysis of the gross margin for the year ended December 31 follows:

December 31 % 2006 2005 +/- Change

Canada $ $ 10,882 $ 11,374 $ (492) (4)%

% of Revenue 23% 24% (1)%

United States $ $ 16,790 $ 19,611 $ (2,821) (14)%

% of Revenue 25% 25% (0)%

Total $ $ 27,672 $ 30,985 $ (3,313) (11)%

% of Revenue 24% 25% (1)% In Canada, the gross margin increased by $452 thousand or 22% in the fourth quarter 2006 over the fourth quarter 2005. The fourth quarter 2005 was an unusually poor quarter due to higher than anticipated event costs and the adverse impact of the offshore telemarketing program. The fourth quarter 2006 is a more normalized representation of the Canadian activities. Also, for the year ended December 31, 2006 compared to the same period in 2005 gross margin declined $492 thousand or 4%. In the US, the gross margin for the fourth quarter 2006 compared to the gross margin for the fourth quarter 2005 decreased by $5 thousand or 0%. The Canadian/US dollar exchange rate negatively impacted the gross margin dollar amounts comparison for the fourth quarter 2006 versus the fourth quarter 2005 by $152 thousand. In US dollars the gross margin increased US$84 thousand for the fourth quarter 2006 compared to the fourth quarter 2005. For the year ended December 31, 2006 compared to the year ended December 31, 2005, the gross margin for the US operations decreased $2,821 thousand or 14% of which $1,293 thousand related to the foreign exchange variance and the balance relates to the rationalization of customer contracts.


Corporate expenses An analysis of the corporate expenses for the three months ended December 31 follows:

For the three months ended December 31 2006 2005 +/- % change Branch overhead and corporate administration $ 5,517 $ 6,795 $ (1,278) (19)% Interest expense 324 347 (23) (7)% Amortization 826 940 (114) (12)% Total $ 6,667 $ 8,082 $ (1,415) (18)%

An analysis of the corporate expenses for the years ended December 31 follows:

For the years ended December 31 2006 2005 +/- % change Branch overhead and corporate administration $ 21,868 $ 25,105 $ (3,237) (13)% Interest expense 1,201 1,192 9 1% Amortization 3,567 3,829 (262) (7)% Total $ 26,636 $ 30,126 $ (3,490) (12)%

Branch overhead and corporate administration expenses for the fourth quarter and the year ended December 31, 2006 were 19% of revenues, and for the same periods in 2005 were 21% and 20% of revenues. The expense reductions are reductions in variable costs associated with the decrease in revenue volume and the impact of on going cost control measures. Overall interest expense has remained relatively constant between the fourth quarters and years ended December 31, 2006 and 2005; however, because of the classification of long term debt as current in 2005 and the write off of deferred finance charges against interest expense with the refinancing in late 2005, the comparability of short term and long term expenses is affected. Included in interest expense is a charge for debt accretion of $475 thousand for 2006 and $715 thousand for 2005. The 2005 amount included a one time charge for debt accretion of $416 thousand relating to the debt forgiveness. Amortization expense of equipment and other intangible assets continues to be approximately 3% of revenues, which has remained relatively constant in previous periods.


Income taxes The Company follows the liability method of accounting for income taxes as recommended by The Canadian Institute of Chartered Accountants whereby any difference between the accounting and income tax basis of an asset or liability is recorded as Future Income Taxes and the accumulated future income tax balances are adjusted to reflect substantially enacted income tax rates. During the fiscal year 2006, the Company provided:

• a current income tax expense of $802 thousand being income taxes payable on the Canadian operation of $143 thousand and income taxes payable on the US operations of $659 thousand, and,

• a future income tax recovery of $268 thousand, being the income tax effect of capital losses of $34 thousand and timing differences between accounting and tax income of $212 thousand on the Canadian operations and the application of non capital income tax losses from prior years applied against the current year’s taxable income from the United States operations in the amount of $430 thousand offset by timing differences between accounting and tax income of $452 thousand.

For the twelve months ended December 31, 2006, on a earnings before income taxes of $694 thousand, the income tax expense was $534 thousand resulting in an effective income tax rate of 77%. The effective tax rate of 77% is abnormally high due to:

• the impact of expenses not deductible for income tax purposes, and, • the interest expense relating to debt accretion which is non deductible for income

tax purposes. During the fiscal year 2005, the Company provided:

• a current income tax expense of $820 thousand being the estimated income taxes payable on the taxable income, a future tax recovery of $247 thousand from Canadian operations, and,

• a current income tax expense of $230 thousand being the estimated income taxes payable on the taxable income, a future income tax expense of $1,016 thousand being the estimated income tax effect of non capital income tax losses from prior years from the United States operations.

For the twelve months ended December 31, 2005, on earnings before income taxes of $3,355 thousand, the income tax expense was $1,819 thousand resulting in an effective income tax rate of 54%. The effective tax rate of 54% is abnormally high due to the impact of expenses not deductible for income tax purposes. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) EBITDA is a financial metric used by many investors and lenders to compare companies and to evaluate the Company’s ability to repay debt since this measure excludes from operating results interest, taxes and amortization.


Since EBITDA has no standardized GAAP meaning, the comparability of EBITDA to other enterprises may not be possible if the basis of calculation of EBITDA differs. EBITDA for the three months ended December 31, 2006 was $1,205 thousand or $0.05 per basic and diluted share compared to negative EBITDA for the same period in 2005 of $520 thousand or $(0.02) per basic and diluted share. EBITDA as a % of revenues for the three months ended December 31, 2006 was 4% and for the same period in 2005 was (2)%. For the three months ended December 31 2006 2005 Net earnings (loss) for the period $ (249) $ 41Income tax expense 201 782Amortization 826 940Interest expense 324 347Gain on adjustment of long term debt - (2,678)Expenses relating to the 2003 privatization lawsuit 103 48 _____ _____EBITDA $ 1,205 $ (520) ===== ===== EBITDA for the year ended December 31, 2006 was $5,804 thousand or $0.22 per basic and diluted share compared to EBITDA for the same period in 2005 of $5,880 thousand or $0.24 per basic and diluted share. EBITDA as a % of revenues for 2006 and 2005 was 5%. For the years ended December 31 2006 2005 Net earnings for the period $ 160 $ 1,536Income tax expense 534 1,819Amortization 3,567 3,829Interest expense 1,201 1,192Gain on adjustment of long term debt - (2,678)Loss on disposal of other investments 191 -Expenses relating to the 2003 privatization lawsuit 151 182 _____ _____EBITDA $ 5,804 $ 5,880 ===== =====


Net earnings An analysis of net earnings for the three months ended December 31 follows: For the three months ended December 31 2006 2005 +/- Earnings (loss) before income taxes $ (48) $ 823 $ (871) Income tax expense

• Current income tax expense 501 337 164• Future income tax expense (recovery) (300) 445 (745)

Income tax expense 201 782 (581) Net earnings (loss) $ (249) $ 41 $ (290) Basic and diluted net earnings (loss) per share $ (0.01) $ 0.00 $ (0.01) The major components of the decrease in earnings before taxes of $871 thousand for the fourth quarter 2006 versus the fourth quarter 2005 are as follows:

• 2005 gain on adjustment of long term debt $ (2,678) • Increase in gross margin 447 • Decrease in branch overhead and corporate administration 862 _______

$ (1,369) ====== An analysis of net earnings for the years ended December 31 follows: For the years ended December 31 2006 2005 +/- Earnings before income taxes $ 694 $ 3,355 $ (2,661) Income tax expense

• Current income tax expense 802 1,050 (248)• Future income tax expense (268) 769 (1,037)

Income tax expense 534 1,819 (1,285) Net earnings $ 160 $ 1,536 $ (1,376) Basic and diluted net earnings per share $ 0.01 $ 0.06 $ (0.05) Geographical segmented information is presented in note 15 to the consolidated financial statements.


The major components of the decrease in earnings before taxes of $2,661 thousand for the fiscal year 2006 versus the fiscal year 2005 are as follows:

• 2005 gain on adjustment of long term debt $ (2,678) • Decrease in gross margin (3,313) • Decrease in branch overhead and corporate administration 3,237 _______

$ (2,754) ====== Capital Resources and Liquidity Since December 31, 2005, the Company has improved its working capital position by $2,521 thousand from $6,190 thousand at December 31, 2005 to $8,711 thousand at December 31, 2006. As at December 31, 2006, $3,560 thousand of the working capital is from the Canadian operations and $5,151 thousand is from the US operations. Capital expenditures for 2006 were $877 thousand compared with $1,105 thousand for 2005. Capital expenditures related mainly to the costs of opening three new offices and refurbishment of existing equipment. Additionally, the Company spent $500 thousand for tenant improvements which was funded by the landlord. See note 11 to the consolidated financial statements. There are no major capital expansion programs. Credit Facilities The Company renewed its senior debt credit facilities for a further one year to expire in June 2007 in the amount of $2,250 thousand US limited to eligible accounts receivable in Canada and the US at an interest rate of the US lender’s prime rate plus 1%. The Company has continued its repayment program of principal and interest on its subordinated debt, which is due in October 2008. Amortization of the valuation discount on the related party debt continues to be included in interest expense such that full face value of the debt of $2,650 thousand US will be reflected in the accounts when it is anticipated that the debt repayment will begin in November 2008. At December 31, 2006 the Company is in compliance with its lending covenants and conditions. Share Capital During the years ended December 31, 2006 and 2005 the share capital changed as noted below.


Issued 2006 2005 # of shares $ # of shares $ Class A common shares Opening balance 26,205 $ 9,291 24,814 $ 8,728 Cancellation of shares (10) (14) - - Purchase from treasury shares as a private placement

-

-

1,391

557

Cancellation of warrants/options - 3 - 6 ______ _____ ______ _____ Closing balance 26,195 $ 9,280 26,205 $ 9,291 ==== ==== ==== ==== Weighted Average Shares Outstanding– Basic and Diluted The basic and diluted weighted average shares outstanding for the year ended December 31, 2006 is 26,203 thousand shares (2005 – 24,936 thousand) and 26,213 thousand shares (2005 – 24,936 thousand) respectively. At December 31, 2006, there is no dilutive effect associated with the outstanding stock options as the exercise price of the options is higher than the market price of the shares. Stock Options The Company’s stock option plan reserved 2,481 thousand shares for issuance under the stock option plan of which 1,990 thousand stock options have been issued. During 2006, there were 135 thousand options cancelled, leaving a balance of 1,655 thousand options outstanding of which 543 thousand options remain unvested. Business Risks Reliance on Key Clients The Company has strong relationships with over 400 clients. No one customer or event makes up more than 10% of annual revenues so that the departure of any one client is not sufficient to materially impact revenues. If several well-established clients did not renew their involvement with the Company, revenues and net earnings could be materially affected. Database and Attrition There is considerable attrition to the database due to customer apathy, changing financial circumstances and spending patterns or relocation. There is a risk that the identification


of new customers will fail to keep pace with the attrition which could affect that portion of the Company’s revenues that depend on the timeliness and completeness of the Company’s database. To reduce the risk of this happening, the Company maintains a strategy to refresh and replenish the database on an ongoing basis. The Company is committed to replenishing and growing its transactional database by continuing to prospect for new names. Currently, the Company has approximately 1.5 million transactional database names in Canada and 4.0 million transactional database names in the US. The volume of database names has not changed significantly in the past three years. Product Exhaustion The Company’s event related business relies on sustained public interest in its current events, combined with the development of new marketable entertainment and other cause related products and services. Failure to identify new opportunities in this field and changing patterns of consumer tastes could result in lower revenues. Over the past two years, the Company has discontinued selected event tours that were not generating worthwhile returns which has contributed to maintaining profitability levels. Collective Bargaining The Company’s operations are currently not unionized. Increasingly, some individuals have chosen teleservices as a long-term employment option rather than as a temporary employment measure. Accordingly, it is possible that some or all of the Company’s operations could be organized into collective bargaining units. This could have the effect of creating work stoppages or increasing operating costs. Government Regulation Aspects of the Company’s business are regulated by state, provincial and federal governments. Directly, and through its clients and membership in Canadian Marketing Association (CMA), the Direct Marketing Association (DMA), and Imagine Canada, the Company continues to actively promote responsible, consumer friendly practices, industry codes of conduct and self regulation. As a result, management is often consulted by regulators before new regulations are contemplated. Canada In December 2005 Parliament passed amendments to the Telecommunications Act (Bill C-37) to provide a framework for the Canadian Radio-television and Telecommunications Commission (CRTC) to establish and operate a national Do Not Call Registry (DNCR). The CRTC is planning to outsource the DNCR and it is expected that the CRTC will have the DNCR in place by late 2007 or early 2008. Once it is in place consumers will be able to register their telephone numbers with the DNCR. The DNCR list and updates will be circulated (for a fee) to all organizations that use the phone to contact consumers. All such organizations will be obliged to remove those DNCR telephone numbers from their telemarketing or face fines and possible loss of telephone service.


A number of exemptions were made in the legislation due to efforts of the Company and a group of diverse stakeholder groups:

• Calls made by or for registered political campaigns, associations, candidates or persons seeking a political nomination;

• Calls made to parties with whom the caller has an existing business relationship; • Calls made by or on behalf of a registered charity (within the meaning of

subsection 40 248(1) of the Income Tax Act); • Calls made for market research purposes; • Calls made by or for newspapers selling subscriptions.

The first three abovenoted exemptions relate directly to the Company’s business. Xentel provides election calling services during municipal, provincial and federal election campaigns. The first exemption listed above means the Company will be able to continue to build that part of its business. The Company’s assets include lists of purchasers of advertising, tickets and sponsorships to events it produces. The second exemption above means that those lists will continue to assist Xentel to profitably market those events. A key business growth area for Xentel is developing and maintaining donor relationships for charities by making calls on their behalf. The third exemption means Xentel will continue to be able to grow that business. However, some of the Company’s current and prospective clients are advocacy organizations that, by their very nature as advocacy groups, are not permitted to be “registered charities” within the meaning of subsection 40 248(1) of the Income Tax Act. They are, nonetheless, recognized by common law as charitable in purpose. The Company, in association with other organizations, will be seeking to have the exemption related to charities expanded to include all charities as defined by common law. Media attention surrounding the launch of the DNCR may result in consumers generally being resistant to telemarketing efforts for a period of time after the service is inaugurated. Based on experience in the US, this resistance is expected to dissipate over a six to eight month period. As reported in our 2005 Annual Report, concerns about privacy of personal information have led to implementation of a number of pieces of privacy legislation in Canada from 1999 through 2004. Company operations in Canada are subject to the Personal Information and Protection of Electronic Documents (PIPEDA) Act (Canada), Personal Information Protection (PIPA) Act (Alberta), Personal Information Protection (PIPA) Act (British Columbia), and An Act Respecting the Protection of Personal Information in the Private Sector (Quebec). The Company has implemented a comprehensive privacy policy pursuant to these laws and regulations which is posted on its website at www.xentel.com. Management expects little, if any, negative impact from privacy legislation currently in place. PIPEDA is slated for review by the Office of the Privacy Commissioner of Canada and some changes may be forthcoming. Xentel will closely monitor the review process. The provinces of Alberta and Manitoba have regulated charitable fund-raising since the 1950’s. Through ongoing consultation and other means Xentel and its clients have been


able to work with those responsible to ensure a fair and functional business environment in Alberta and Manitoba. In 2003, Saskatchewan proclaimed new legislation to regulate companies, such as Xentel, which provide fund-raising services to charities. The Company has worked effectively with Saskatchewan regulators and there has been no discernable negative impact of this legislation on the Company’s business. In October 2005, British Columbia began licensing telemarketers through the Business Practices and Consumer Protection Authority (BPCPA). Because Xentel’s business involves contacting consumers by telephone it is now licensed to telemarket in B.C. Xentel’s Director of Regulatory and Public Affairs is a member of the BPCPA Telemarketing Advisory Group. Management does not expect any negative impact from this development. United States In 2003, the United States Federal Trade Commission implemented a Federal government mandated national “do not call” registry as a single point of contact for consumers to get their phone numbers deleted from marketing lists. In addition, a number of states have implemented do not call legislation. Having operated its own “do not call” service for consumers for over 14 years, the Company is in agreement in principle with the “do not call” legislation. The federal legislation and most state legislation exempts calling for, by and on behalf of charitable organizations and other not-for-profits Federal legislation limits the number of calls organizations can make where a teleservice agent is not immediately available to speak with a consumer. Such calls are referred to as “abandoned” or “dropped” calls and result from call management technology common in call centers. Company call management technologies are in compliance with Federal regulations. Many states have long regulated charitable fund-raising at some level. The Company’s regulatory compliance staff supported by legal specialists assist the Company and its clients to comply with state law. Management expects no negative outcomes from such legislation. Postal Interruption A significant portion of the Company’s revenues are derived from marketing campaigns in which orders or donations are fulfilled through the mail. The Company is increasing the use of credit cards and third parties in the fulfillment process. However, a protracted interruption of postal services would have a detrimental impact on the Company’s business. Competition The markets for the Company’s services and events are competitive. The Company’s ability to continue to develop and introduce new sporting and entertainment events and services may require significant expenditures and/or acquisitions. Some of the international competitors, particularly those involved in the live entertainment industry,


have greater financial resources and other strengths. The Company has built significant market share in Canada and continues to expand its market share in the United States and to build on that base as opportunities arise. The Company is now entering into longer-term contracts with its donor development clients. Contract terms have been raised to an average of three years in this segment of the Company’s business. This reduces the frequency with which such clients might consider using a competitor. Cost of Labour The Company’s business is labour intensive and almost half of all costs are expended on payroll costs of call center personnel. Teleservices are characterized by high turnover and accordingly labour costs are directly affected by unemployment rates and personnel availability, which vary regionally and nationally. Strategically, the Company attempts to optimize and balance its activities between call centers by considering the availability of qualified teleservices personnel. In the future, the Company expects the cost of recruiting, selecting and training personnel will increase as its direct marketing operations become more sophisticated and as technology becomes more important. Management of the Company Success of the business and plans of the Company are dependent upon the management and key personnel. Loss of such management could have an adverse effect on the business operations and prospects of the Company in the short term. Foreign Exchange Risk The Company has substantial operations in the United States of America and as such is subject to the risk of foreign exchange fluctuations. There are sufficient revenues generated in US currency to pay expenses incurred in US currency so it is not necessary to enter into any currency hedging programs in order to reduce any exposure in this area. However, the Company consolidates its US results into Canadian dollars and the fluctuations in the currency exchange impacts on the converted amounts consolidated, affecting the reported operating results and net income of the Company. Since this is an accounting issue and does not directly affect the net assets of the operations in their respective domestic currencies, the Company has chosen not to incur the potential costs and risks associated with a hedging program. In the opinion of management, the exposure to the foreign exchange risk that would materially adversely affect the Company is minimal. Fulfillment Rates Fulfillment is the act by which committed contributions or ticket sales are actually realized. The fulfillment rate is primarily a factor of consumer attitudes and, in recent times has been adversely affected by alternative philanthropic solicitations, particularly those associated with natural disasters. Since 2004, in the US, fulfillment rates have


trended upwards but remain below historical norms. The Canadian fulfillment rates have remained reasonably constant. Management continues to work to raise the fulfillment rate through an on going program of quality control over fulfillment packages and distribution. Disclosure Controls Certification The Company has disclosure controls and procedures to provide reasonable assurance that material information is made known to senior management and is included in the Company’s annual filings. Management continues to monitor and update these processes as necessary. For the year to date ended December 31, 2006 a management evaluation of these procedures and controls has determined these controls are effective. Contingencies Schroder The Company is currently involved in litigation relating to an aborted privatization transaction. On March 6, 2003 the Company entered into a Merger Agreement with a group of US investment funds described as Schroder Ventures US, whereby, under a Plan of Arrangement, the Company was to be privatized by Schroder Ventures US offering to purchase the Company's common shares, options and warrants for the equivalent of $2.00 per share. The Plan of Arrangement was ratified in the Alberta Court of Queen’s Bench on May 2, 2003 following adoption of the Merger Agreement by the shareholders, option holders and warrant holders at the Annual General and Special Shareholders’ Meeting held earlier that day. The adoption of the Merger Agreement was made by a ninety nine percent majority of those voting. On May 29, 2003 Schroder Ventures US unexpectedly delivered a notice of termination advising that Schroder Ventures US would not be closing on May 30, 2003, as scheduled and, claimed, under the Merger Agreement, that the Company pay them their Expense Fee amounting to approximately $1.8 million plus a Termination Fee of $800 thousand. The Company vigorously denies any liability in that connection. On June 16, 2003 the Company initiated a legal claim against Schroder Ventures US in the Ontario Superior Court of Justice claiming that the Merger Agreement was improperly terminated and the Company is entitled to specific performance of the Merger Agreement or, in the alternative, to damages for breach of the Merger Agreement and breach of good faith in the amount of $50 million. A statement of defense and counterclaim has been filed defending Schroder Ventures US right to terminate the Merger Agreement and counterclaiming for the payment of a Termination Fee of either $800 thousand or $200 thousand together with the expenses incurred in connection with the privatization transaction and damages of approximately $1.8 million and an indemnity of costs associated with this litigation. A mediation hearing was held in late 2003 which did not provide any basis for settlement. In late 2005, discoveries were held by both parties the results of which are currently being evaluated by counsel.


In the spring of 2007, the court’s case management system has mandated that a trial date be set which is expected to be either in the fall of 2007 or the spring of 2008. It is too early in the litigation process to make any reasonable determination as to the extent of recovery by the Company or the Company’s liability, if any, in this connection. While the Company denies any liability and expects to recover the costs it incurs relating to the privatization transaction, the Company has expensed charges relating to the privatization transaction and the associated litigation fees for those costs for which it is obligated to pay, shown as expenses relating to the 2003 privatization lawsuit on the Statements of Operations.. Vendor dispute The Company is disputing charges from one of its vendors. The Company maintains that it has been improperly charged by the vendor and the vendor has cancelled its contract with the Company. The contract included a guaranteed volume commitment which the Company denies owing due to the contract breach resulting from the improper charges. The Company denies any liability in this connection and is awaiting to see what further action, if any, the vendor contemplates. The disputed charges, including the guarantee shortfall is approximately $775 thousand. Outlook Maintaining operational efficiencies and profitability continues to be the keynote focus of management. The Company has significantly reduced branch overhead and corporate administration costs and maintained gross margin percentages, notwithstanding the decrease in consolidated revenues. Canadian operations were adversely affected by a trial offshore telemarketing effort but that program was closed in the second quarter 2006 such that negative earnings effects will not be felt past that point in time. Indications are that the Canadian Do Not Call legislation passed into law in Canada in late 2005 will not be implemented until a number of administrative issues are resolved likely in late 2007 or early 2008. Management is continuing to rationalize the US client base with a view to ensuring only appropriately profitable contracts are maintained on renewals. Despite the reduction in revenues, management is encouraged by the improvement in operational net earnings over 2005, (after factoring out the $2.7 million gain on adjustment of long term debt that occurred in 2005). This, and other indications, such as the marginal improvement in fulfillment rates, lead management to be cautiously optimistic for the 2007. The US operations continue to be adversely affected by a stronger Canadian dollar when converting the US operating results into Canadian dollars for financial statement purposes.


Quarterly Review The following is a tabular analysis of the financial results for the Company. All amounts are in $ millions except for per share data.

FYE 2006 FYE 2005 1Q 2Q 3Q 4Q Total 1Q 2Q 3Q 4Q Total

Revenue 31.2 27.5 26.6 28.3 113.6 33.1 32.3 29.6 29.9 124.9 Gross margin 7.9 6.5 6.5 6.7 27.6 9.0 8.0 7.7 6.3 31.0 Net earnings (loss) before taxes 0.4 (0.1) 0.4 (0.0) 0.7 1.5 0.7 0.3 0.9 3.4 Net earnings (loss) 0.2 (0.1) 0.3 (0.2) 0.2 1.0 0.3 0.2 0.0 1.5 EBITDA 1.6 1.3 1.7 1.2 5.8 2.8 2.1 1.4 (0.6) 5.7 Basic EPS 0.01 0.00 0.01 (0.01) 0.01 0.04 0.01 0.01 0.00 0.06 Diluted EPS 0.01 0.00 0.01 (0.01) 0.01 0.04 0.01 0.01 0.00 0.06 Diluted EBITDA per share 0.06 0.05 0.06 0.05 0.22 0.11 0.09 0.05 (0.02) 0.23

Since EBITDA and diluted EBITDA per share and Gross Margin have no standardized GAAP meaning, the comparability of these amounts to other enterprises may not be possible if the basis of calculation differs. EBITDA for the purpose of this presentation is net earnings before interest, income taxes and amortization as presented in the Consolidated Financial Statements of the Company.

FYE 2006 2005 2004 2003 2002

Revenue 113.6 124.9 130.8 102.4 107.4 Gross margin 27.6 31.0 31.7 22.0 30.0 Net earnings (loss) before taxes 0.7 3.4 (4.4) (4.5) 6.5 Net earnings (loss) 0.2 1.5 (2.8) (2.9) 5.0 EBITDA 5.8 5.7 1.0 (0.7) 9.6 Basic EPS 0.01 0.06 (0.11) (0.14) 0.26 Diluted EPS 0.01 0.06 (0.11) (0.14) 0.24 Diluted EBITDA per share 0.22 0.23 0.04 (0.03) 0.45


Supplemental Financial Disclosure

Balance Sheet as at December 31 2006 2005 Current assets $ 20,063 $ 18,086Long term assets 11,062 15,792 ______ ______Total assets $ 31,125 $ 33,878 ===== ===== Current liabilities $ 11,352 $ 11,896Long term liabilities 6,288 8,656 ______ ______Total liabilities 17,640 20,552 Shareholders’ equity 13,485 13,326 ______ ______Total liabilities and shareholders’ equity $ 31,125 $ 33,878 ===== =====

Toronto, Ontario, Canada April 20, 2007


Management’s Responsibility for Financial Statements To the Shareholders of Xentel DM Incorporated The accompanying consolidated financial statements of Xentel DM Incorporated and its subsidiary companies (Company) and all information in the annual report have been prepared by management and approved by the Board of Directors of the Company. The consolidated financial statements were prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, reflect management’s best estimates and judgments. The significant accounting policies which management believes are appropriate for the Company are described in note 2 to the consolidated financial statements. Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality. Financial and operating data elsewhere in the annual report are consistent with the information contained in the consolidated financial statements. To assist management in the discharge of these responsibilities, the Company maintains a system of internal controls designed to provide reasonable assurance that its assets are safeguarded, that only valid and authorized transactions are executed, and that accurate, timely and comprehensive financial information is prepared. The Board of Directors carries out its responsibility for the financial statements in this annual report principally through its Audit Committee. Members of the Audit Committee are independent non-management directors and all members of the Audit Committee are appointed by the Board of Directors. The Audit Committee meets with management and the external auditors to discuss the results of audit examinations with respect to the adequacy of internal accounting controls and to review and discuss the consolidated financial statements and financial reporting matters. These consolidated financial statements have been audited and reported on by PricewaterhouseCoopers LLP, Chartered Accountants, the Company’s external auditors, who have full access to the Audit Committee.

Michael P. Platz Peter R. Pielsticker, CA Chairman, President and CEO Vice President, Corporate Finance Toronto, Ontario, Canada April 20, 2007


Auditors’ Report To the Shareholders of Xentel DM Incorporated We have audited the consolidated balance sheets of Xentel DM Incorporated as at December 31, 2006 and 2005 and the consolidated statements of operations and retained earnings, contributed surplus and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

PricewaterhouseCoopers LLP Chartered Accountants, Licensed Public Accountants Toronto, Ontario, Canada April 20, 2007


Xentel DM Incorporated Consolidated Balance Sheets As at December 31 2006 2005 (‘000s) Assets Current assets Cash and cash equivalents $ 795 $ 452 Accounts receivable, net of allowances 8,956 9,295 Inventory 628 461 Work in process 6,421 6,263 Prepaid expenses 1,106 497 Due from related party (note 10) 1,514 - Future income taxes (note 8) 643 915 Other current assets - 203 ______ ______ 20,063 18,086 Deferred financing costs, net of amortization (note 4) 210 381 Due from related party (note 10) - 1,512 Equipment (note 3) 3,622 4,151 Future income taxes (note 8) 2,843 3,655 Other intangible assets (note 4) 3,207 4,915 Goodwill (note 5) 1,180 1,178 ______ ______ $ 31,125 $ 33,878 ===== ===== Liabilities Current liabilities Bank indebtedness (note 6) $ 1,259 $ 1,309 Accounts payable and accrued liabilities 6,654 6,868 Income taxes payable (note 8) 365 999 Current portion of long term liabilities (note 7 and note 12) 2,058 1,885 Future income taxes (note 8) 1,016 835 ______ _______ 11,352 11,896 Long term debt (note 7) 1,542 3,337 Due to related party (note 10) 2,729 2,416 Future income taxes (note 8) 1,628 2,903 Deferred tenant inducement (note 11) 389 - ______ ______ 17,640 20,552 Shareholders’ equity Share capital (note 13) 9,280 9,291 Warrants (note 13) 205 205 Contributed surplus (note 13) 70 58 Cumulative translation adjustment (2,997) (2,995) Retained earnings 6,927 6,767 ______ ______ 13,485 13,326 ______ ______ $ 31,125 $ 33,878 ===== ===== Contingencies (note 16) and commitments (note 9) See accompanying notes to the consolidated financial statements. Approved by the Board of Directors:

Director Director


Xentel DM Incorporated Consolidated Statements of Operations and Retained Earnings For the years ended December 31 2006 2005 (‘000s, except per share amount) Revenue $ 113,643 $ 124,875 Cost of revenue 85,971 93,890 ______ ______ Gross margin 27,672 30,985 ______ ______ Corporate expenses Branch overhead and corporate administration 21,868 25,105 Interest expense 1,201 1,192 Amortization of equipment 1,894 2,307 Amortization of intangible assets 1,673 1,522 ______ ______ 26,636 30,126 ______ ______ Earnings before undernoted items 1,036 859 Other items Expenses relating to the 2003 privatization lawsuit (note 16) (151) (182) Gain on adjustment on long term debt - 2,678 Loss on disposal of other investments (note 10) (191) - ______ ______ Net earnings before income taxes 694 3,355 ______ ______ Income tax expense (note 8) Current income tax expense 802 1,050 Future income tax expense (recovery) (268) 769 ______ ______ 534 1,819 ______ ______ Net earnings 160 1,536 Retained earnings, beginning of year 6,767 5,231 ______ ______ Retained earnings, end of year $ 6,927 $ 6,767 ===== ===== Basic and diluted net earnings per share (note 13) $ 0.01 $ 0.06 ===== =====

Basic weighted average number of shares (note 13)

26,203

24,936 ===== =====

Diluted weighted average number of shares (note 13)

26,213

24,936

===== =====

See accompanying notes to the consolidated financial statements.


Xentel DM Incorporated Consolidated Statements of Contributed Surplus For the years ended December 31 2006 2005 (‘000s,) Balance, beginning of year $ 58 $ - Stock based compensation on vesting of options 15 64 Forfeited options on termination (3) (6) ______ ______ Balance, end of year $ 70 $ 58

===== =====

See accompanying notes to the consolidated financial statements.


Xentel DM Incorporated Consolidated Statements of Cash Flows For the years ended December 31 2006 2005 (‘000s) Cash flows from (used in) operating activities Net earnings for the period $ 160 $ 1,536 Non cash transactions reflected in net earnings Amortization 3,567 3,829 Future income tax expense (recovery) (268) 769 Stock based compensation 15 58 Adjustment for non cash interest 475 715 Non cash effect of debt restructuring - (2,678) ______ ______ 3,949 4,229 ______ ______ Net change in non cash working capital items Accounts receivable 347 (2,454)Inventory and work in process (320) 398 Due to/from related parties - 10 Prepaid expenses (600) 144 Other current assets 203 (196)Income taxes payable (377) 896 Accounts payable and accrued liabilities (224) (76) ______ ______ Net change in non cash working capital items

(971)

(1,278)

______ ______ 2,978 2,951 Cash flows from (used in) financing activities Bank indebtedness (35) (1,429)Long term debt acquired - 1,535 Long term debt repaid (1,705) (2,383)Issue of share capital - 563 Tenant inducement payment (note 11) 500 - ______ ______ (1,240) (1,714) ______ ______ Cash flow (used in) investing activities Investment in equipment, excluding tenant improvement below (877) (1,105)Investment in tenant improvement (note 11) (500) - _______ _______ (1,377) (1,105) _______ _______

Effect of exchange rate fluctuations on cash balances (18)

40 _______ _______ Net increase in cash and cash equivalents 343 172 Cash and cash equivalents, beginning of year 452 280 _______ _______ Cash and cash equivalents, end of year $ 795 $ 452 ====== ====== See accompanying notes to the consolidated financial statements.


Xentel DM Incorporated Notes to Consolidated Financial Statements For the years ended December 31, 2006 and 2005 (Tabular amounts in $ ‘000s of dollars, except per share amounts) Note 1 Nature of Operations Xentel DM Incorporated (“the Company”) is a North American producer and marketer of second tier, family oriented live entertainment. The Company is engaged in the business of profile enhancement for community based organizations, charities and other not for profit enterprises through the production and marketing of sports and entertainment events, newsletters and marketing materials, and fundraising activities. The Company’s shares are listed on the TSX Venture Exchange (TSX V: XDM). Note 2 Significant Accounting Policies Basis of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts are eliminated on consolidation. Revenue recognition The Company’s revenue is derived primarily from the promotion and marketing of live entertainment events, donor development programs and fundraising activities. In all cases, revenue is recognized when there is evidence of an arrangement between the Company and an organization, the services have been rendered, the amount of the fee is determinable, and collectibility is reasonably assured. Since not all pledges are honoured, revenue is only recognized when the pledge is received. The Company earns revenue from live entertainment events, which it organizes on behalf of sponsor and community service organizations. The Company recognizes its percentage of the revenue from ticket and advertising sales on a percentage of completion basis. Fees related to donor development and fundraising activities are based on contractual terms and recognized when the donor money is collected. Use of estimates The preparation of consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated financial statements and accompanying notes. The reported amounts and note disclosures are determined using management’s best estimates based on


assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results may differ from such estimates. The most significant estimates made by management include estimates for work in progress, estimates for accrual of vendor costs not invoiced, valuation allowances for future income tax assets, accruals for contingencies, estimates of useful lives of intangible assets and impairment testing for goodwill and intangibles. Cash and cash equivalents Cash equivalents consist of highly liquid investments that are readily convertible into cash and have original maturities of three months or less. Inventory Inventory of materials and supplies are valued at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Work in progress Work in progress represents the deferral of expenses incurred in relation to activities undertaken to secure pledges and event revenue that has not been received based on historic levels of collections and is limited to the lower of cost and estimated net realizable value of the pledges and event revenue. Equipment Equipment is recorded at cost less accumulated amortization, and is amortized on a straight-line basis over its estimated useful lives as follows: Office furniture and fixtures 10 years Computer equipment 5 years Mobile equipment 3 years Leasehold improvements over the term of the underlying leases Leases that transfer substantially all the benefits and risks of ownership to the Company are recorded as capital leases in equipment and long-term debt. Asset values recorded as capital leases are amortized on a straight-line basis over the expected life of the asset in accordance with the Company’s amortization policy. The obligations recorded as capital leases are reduced by lease payments, net of imputed interest. All other leases are recorded as operating leases, the costs of which are expensed in the period in which they are incurred. The Company reviews the carrying values of its equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The unamortized portions of equipment are compared with their net recoverable amounts, determined using management’s projected undiscounted future cash flows from the related operations, and any impairment in value is measured as the difference between the carrying amount and the asset’s estimated fair value, and, is recorded as an amortization charge against income.


Intangible assets Intangible assets are recorded at cost and are amortized on a straight-line basis over their estimated useful lives as follows: Customer contracts 5 years Trademarks 17 years Databases 5 years Intangible assets with finite lives are reviewed for impairment when events or circumstances dictate. An impairment is recognized when the carrying amount of the asset exceeds the undiscounted projected future net cash flows expected from its use and disposal, and is measured as the amount by which the carrying amount of the assets exceeds its fair value. Goodwill Goodwill represents the excess of the purchase price of businesses acquired over the fair value of the identifiable net assets acquired. Goodwill is not amortized. The recoverability of goodwill is assessed annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is tested at the reporting unit level by comparing its carrying value to its fair value. If the carrying value exceeds its fair value, then a second test is performed to measure the amount of the impairment loss. Any impairment loss would be charged against earnings. Deferred tenant inducement Deferred tenant inducement represents a tenant improvement allowance received from a landlord which is amortized over the life of the lease as a reduction of rent expense. Deferred financing costs Deferred financing costs represent the costs of negotiating and securing the Company’s debt. These costs are amortized on a straight-line basis over the term of the related debt. The amortization of financing costs is included in interest expense. Stock based compensation Stock based payments to non-employees, and employee awards that are direct awards of stock, call for settlement in cash or other assets, or are stock appreciation rights that call for settlement by issuing equity instruments, are accounted for using the fair value based method. Consideration paid by employees on the exercise of stock options is recorded as an addition to share capital. Foreign currency translation The US dollar is the functional currency of the Company’s US operations. As a result, the US operations are considered to be self-sustaining. Accordingly, the accounts are translated into Canadian dollars using the current rate method. Under this method, assets


and liabilities are translated at exchange rates in effect at the end of the reporting period. Revenue and expense transactions are translated at exchange rates prevailing at the transaction date. All exchange gains and losses on translation of the US operations into Canadian dollars are included in the cumulative translation adjustment in shareholders’ equity. Changes in the cumulative translation adjustment results solely from the application of this translation method. Income taxes Income taxes are accounted for under the asset and liability method. Future income tax assets and liabilities are recognized based on the income tax effect on differences between the basis of assets and liabilities used for financial statement and income tax purposes, using substantively enacted tax rates. Future tax benefits, such as non capital loss carry forwards, are recognized to the extent that realization of such benefits is considered more likely than not. Earnings per share Basic earnings per share is calculated by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated using the treasury stock method and includes the effects of all potentially dilutive securities. Potentially dilutive securities that are out of the money are excluded from the diluted earnings per share calculation. Financial instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, bank indebtedness, accounts payable, long term debt, accrued liabilities and amounts due to and from related parties. Unless otherwise disclosed herein, the fair values of these financial instruments approximate their carrying values. Note 3 Equipment

Cost Accumulated Net Book December 31, 2006 Amortization Value

Leasehold improvements $ 2,475 $ 1,408 $ 1,067 Office furniture and fixtures 2,829 1,902 927 Mobile equipment 165 142 23 Computer equipment 11,550 9,945 1,605

______ ______ ______ $ 17,019 $ 13,397 $ 3,622 ====== ===== =====

Included in the above are capital leases for furniture and equipment of $751 thousand less accumulated amortization of $192 thousand. Leasehold improvements includes an amount of $500 thousand for tenant inducement referred to in note 11 below.


Cost Accumulated Net Book

December 31, 2005 Amortization

Leasehold improvements $ 1,736 $ 1,108 $ 628 Office furniture and fixtures 2,600 1,680 920 Mobile equipment 469 410 59 Computer equipment 11,112 8,568 2,544

______ ______ ______ $ 15,917 $ 11,766 $ 4,151 ====== ===== =====

Included in the above are capital leases for computer equipment of $555 thousand less accumulated amortization of $137 thousand. Note 4 Other Intangible Assets Carrying values of intangible assets at December 31, 2006 and 2005 are as follows:

Carrying Amount

Accumulated Amortization

Net Book Value

Additions

December 31, 2006 Customer Contracts $ 8,655 $ 6,835 $ 1,820 $ - Databases 3,622 2,312 1,310 - Trademarks 120 43 77 - ______ ______ ______ ______ $ 12,397 $ 9,190 $ 3,207 $ -

====== ===== ===== =====

Deferred financing costs $ 492 $ 282 $ 210 $ - ====== ===== ===== =====

Carrying Accumulated Net Book Amount Amortization Value Additions

December 31, 2005

Customer Contracts $ 8,677 $ 5,876 $ 2,801 $ - Databases 3,614 1,585 2,029 - Trademarks 121 36 85 6 ______ ______ ______ ______ $ 12,412 $ 7,497 $ 4,915 $ 6

===== ===== ===== =====

Deferred financing costs $ 645 $ 264 $ 381 $ 158 ====== ===== ===== =====


The aggregate amortization expense of intangible assets for the year ended December 31, 2006 was $1,673 thousand (2005 - $1,522 thousand). Changes in carrying amounts shown for the intangible assets are affected by the exchange rate used for conversion from US currency to Canadian currency, in addition to any addition or disposal amounts. The amortization of deferred financing charges charged to interest expense for the year ended December 31, 2006 was $172 thousand (2005 - $157 thousand) A calculation was made to determine if any of the intangible assets were impaired and it was determined there was no impairment. Note 5 Goodwill The changes in the carrying amount of goodwill for years ended December 31, 2006 and 2005: Carrying Amount

Balance as at January 1, 2005 $ 1,217 Adjustment for foreign exchange in the period (39) ------- Balance as at January 1, 2006 $ 1,178 Adjustment for foreign exchange in the period 2 ------- Balance as at December 31, 2006 $ 1,180 ====

Note 6 Credit Facilities In July 2006, the Company’s US lender agreed to provide a new revolving credit facility for both Canada and the US in the amount of $2,250 thousand US limited to the amount of eligible accounts receivable, at an interest rate of the US lender’s prime rate plus 1%, expiring July 1, 2007. These credit facilities are collateralized by a first ranking interest on all of the Company’s working capital, equipment, other assets excluding the database assets, and any proceeds of insurance from any insurance claims that may be filed. These lenders also have a second ranking interest on the database. (See note 7 below for the security interest of the term loan lender). The Company is compliant with all of its borrowing covenants with each of it lenders.


Note 7 Long Term Debt December 31,

2006 December 31,

2005 $5,500,000 US Subordinated Term Loan - bearing interest at LIBOR plus 8.5%, maturing October 2008, with monthly interest payments. Monthly principal repayments commenced February 2004 in the amount of $96,500 US until maturity. On each anniversary date, up to 10% of the then outstanding balance may be prepaid without penalty; otherwise the prepayment penalty is 3% of the principal being repaid if the funds are from operating working capital or 6% if the funds are from any other source. This term loan is secured by a first ranking interest on the database and a second ranking interest on the remaining assets of the Company, ranking pari passu with the $900,000 US subordinated term loan below.

$ 2,413

$ 3,723

$900,000 US Subordinated Term Loan - bearing interest at LIBOR plus 10%, maturing October 2008, with monthly principal payments of $25,000 US together with interest. On each anniversary date, up to 10% of the then outstanding balance may be prepaid without penalty; otherwise the prepayment penalty is 3% of the principal being repaid if the funds are from operating working capital or 6% if the funds are from any other source. This term loan is secured by a first ranking interest on the database and a second ranking interest on the remaining assets of the Company, ranking pari passu with the $5,500,000 US subordinated term loan above.

671

1,018

$75,000 US Note Payable – bearing interest at 6%, repayable in annual installments each October in the amount of $25,000 US plus accrued interest. The note is unsecured and may be prepaid in the amount of the present value of the principal outstanding discounted by 6%. The note matured in October 2006.

-

29

Various Capital leases – due between November 2007 and October 2010 bearing interest between 3.81% and 21.81% per annum.

423

425


Vehicle financing – one vehicle repayable in monthly installments of $880 at 9.35% interest, due December 2007. The obligation is secured by the vehicle.

10

27

______ ______ 3,517 5,222 Less portion included in current liabilities (1,975) (1,885) ______ ______ $ 1,542 $ 3,337 ===== ===== Estimated future minimum capital lease payments are as follows:

2007 $ 286 2008 126 2009 19 2010 6

____ Total future minimum capital lease payments 437 Less: imputed interest (14) ____ Capitalized value $ 423

=== Note 8 Income Taxes There are timing differences relating to revenue and expenses deferred for income tax purposes, amortization where the cumulative amounts claimed for income tax purposes differs from the amounts recorded in the accounts and non capital income tax losses which are available to be applied against future years’ income to reduce income taxes otherwise payable. The income tax effect of these differences is shown in the financial statements as future income taxes in current assets, long term assets, current liabilities and long term liabilities, as applicable. At December 31, 2006 and 2005, the Company had available non capital income tax losses available for application against future years’ taxable incomes, as follows:

Year of expiry December 31 2006 2005

2024 $ - $ 1,222 ==== ====


The following is a reconciliation of income taxes calculated at statutory rates to the actual income taxes expensed in the accounts: 2006 2005 Income taxes at a combined Federal and Provincial rate of 36% $ 250 $ 1,208 Effect on income taxes resulting from:

• permanent differences, net 239 383 • difference between Canada and US income tax rates 70 129 • difference between capital and non-capital tax rates (34) - • compensation for stock options 5 23 • other 4 76

_____ _____ Income tax expense $ 534 $ 1,819 ===== ==== At December 31, 2006 and 2005, future income taxes are comprised of:

2006 2005

Future income tax asset – current Income taxes on non capital income tax losses carried forward $ - $ 915 Income taxes on expenses deferred for income tax purposes 643 - ______ ______ Future income tax asset – current $ 643 $ 915 ===== ===== Future income tax asset – long term Income taxes on expenses deferred for income tax purposes $ 2,809 $ 3,655 Income taxes on capital income tax losses carried forward 34 - ______ ______ Future income tax assets – long term $ 2,843 $ 3,655 ====== ====== Future income tax liability – current Income taxes on deferred revenue for income tax purposes $ 1,016 $ 835 ____ ____ Future income tax liability – current $ 1,016 $ 835 === ===


Future income tax liability – long term

Income taxes on assets in excess of income tax values $ 1,628 $ 2,903 _____ _____

Net future income tax liability – long term $ 1,628 $ 2,903 ==== ====

Note 9 Commitments The company rents certain equipment and premises under operating leases requiring minimum rental payments, as follows:

2007 $ 4,073 2008 2,749 2009 2,129 2010 1,321 2011 1,009 2012 322

The company has contract payments and royalty guarantees to client organizations requiring minimum annual payments, as follows:

2007 $ 4,166 2008 1,907 2009 1,637 2010 1,299 2011 350

Note 10 Related Party Transactions: During the years, the Company incurred expenses to related parties, who were related as a result of being officers and/ or directors of the Company, as follows:

2006 2005

Rent $ 705 $ 704 Interest Revenue 59 -

These transactions were in the normal course of business and were measured at the exchange amounts, which were the amounts of consideration agreed to by the related parties.


2006 2005

Due from related party $1,514 $ 1,512 The amount due from related party is an amount due from the President of the US operations who is also a Director. This amount is a note receivable bearing interest at 4% fully secured by 5 million Class A common shares owned by the related party. The note is due October 2007. The note is non recourse except to the extent that the related party has received payment against the note due to related party noted below in the amount of $2,729. This note receivable arose as a result of transactions in 2005 where the related party received an advance to purchase the interest in the note due to related parties from a second related party together with that person’s investment in Company shares in the amount of $828 thousand US combined with a second transaction to purchase as a private placement an additional 1.4 million Class A common shares from treasury for a cash consideration of $471 thousand US. Interest on the note receivable is payable monthly with the principal payments being deferred until the note is due. This amount is shown separately as a current asset on the balance sheets.

2006 2005

Due to related parties $ 2,729 $ 2,416

The amount due to related parties is shown on the balance sheet as a long term liability. The carrying value of the obligation has been reduced by an amount of $360 thousand (2005 - $665 thousand) to take into consideration the fact that no interest is being charged on the note. This discount will be amortized as debt accretion and charged to interest expense to provide that the effective interest rate on these notes is 12%. The amount due to related parties is repayable in quarterly installments of $250,000 US, maturing March 2009, without interest until the $5,500,000 US and $900,000 subordinated term loans are repaid, and with interest thereafter at a rate that is the higher of US bank prime or 5%. The subordinated term loan lender and the senior lender may restrict any quarterly repayment if, in their opinion, anticipated future cash flows would impair the Company’s ability to repay their obligations. The Company has not repaid any of this obligation. As approved by the Board of Directors, key man life insurance policies were assigned to two senior officers of the Company on their maturity, resulting in a loss on disposal of investments in the amount of $191 thousand from the balances carried as Other investments on the balance sheet. Note 11 Tenant inducements The Company entered into a premises lease that provided for the Company to expend approximately $500 thousand in tenant improvements as part of the leasing arrangements.


An amount of $550 thousand was paid to the related party landlord for reimbursement of costs incurred by the landlord in this connection. Subsequently, the Company negotiated a new lease that provided for recovery of $500 thousand of the cost of tenant improvements from the landlord in consideration of increased rent for the remaining term of the original lease. In accordance with the CICA EIC-21, the Company is obligated to treat the reimbursement of the tenant improvement costs from the landlord as a tenant inducement and to capitalize the costs of the tenant improvements to be amortized over the life of the new lease on a straight line basis and to set up an equal and offsetting expense reduction shown as deferred tenant inducement which is also to be amortized as a reduction to rent expense. The current portion of the amortization of deferred tenant inducement is included in current liabilities under “current portion of long term liabilities” as noted in note 12 below. Note 12 Current portion of long term liabilities The amount shown as current portion of long term liabilities includes the following:

2006 2005 Current portion of long term debt $ 1,975 $ 1,885Current portion of deferred tenant inducement 83 - ______ _____Total current portion of long term liabilities $ 2,058 $ 1,885 ===== ===== Note 13 Share Capital Authorized Unlimited number of: Class A common voting shares Class B non voting convertible preferred shares – none issued or outstanding


Issued 2006 2005 # of shares $ # of shares $ Class A common shares Opening balance 26,205 $ 9,291 24,814 $ 8,728 Purchase from treasury shares as a private placement

-

-

1,391

557

Cancellation of warrants/options - 3 - 6 Cancellation of shares (10) (14) ______ ______ ______ ______ Closing balance 26,195 $ 9,280 26,205 $ 9,291 ===== ===== ===== ===== Weighted Average Shares Outstanding– Basic and Diluted The basic and diluted weighted average shares outstanding for the year ended December 31, 2006 is 26,203 thousand shares (2005 – 24,936 thousand ) and 26,213 thousand shares (2005 – 24,936 thousand) respectively. At December 31, 2006, there is no dilutive effect associated with the outstanding stock options as the exercise price of the options is higher than the market price of the shares. Stock Options In accordance with the Company’s accounting policy which is in accordance with The Canadian Institute of Chartered Accountants’ (CICA) Handbook Section 3870, the fair market valuation of the options at the time of their award is expensed as compensation with an offsetting addition to contributed surplus. For 2006, the fair value of the annual stock option awards tranche from vesting was $15 thousand which was expensed as compensation with the offsetting addition to contributed surplus. The fair value of the option was estimated on the day of the grant using the Black-Scholes option pricing method with the following assumptions: The assumptions made at the time of the original grant remain valid at the time of the vesting and was used to calculate the 2006 compensation costs.

Stock based compensation September 1, 2006 Risk-free interest rate 4% Expected dividend yield 0 Option term (years) 5 Expected volatility 26% Exercise price $ 0.55 Market price (10 day moving average at date of issue)

$ 0.38


The Company’s stock option plan reserved 2,481 thousand shares for issuance of which 1,990 thousand stock options have been issued. 2006 2005 # of shares Weighted

Average Exercise

Price

# of shares Weighted Average Exercise

Price Opening balance 1,790 $ 0.55 - $ - Issued - $ - 1,990 $ 0.55 Forfeited (135) $ 0.55 (200) $ 0.55 _____ _____ _____ _____ Closing balance 1,655 $ 0.55 1,790 $ 0.55 ===== ===== ===== ===== Exercisable at period end 1,112 $ 0.55 918 $ 0.55 ===== ===== ===== ===== On June 15, 2005, the Company issued 700 thousand stock options to its directors with a strike price of $0.55 per share, vesting immediately and expiring June 15, 2010. Subsequently, two directors resigned and forfeited their stock options of 100 thousand each and two new directors were appointed each receiving a similar 100 thousand stock options with a strike price of $0.55 per share and expiring June 15, 2010. In accordance with the stock based compensation policy noted above a further $14 thousand was expensed in the fourth quarter 2005 with the offsetting addition to contributed surplus. The CICA accounting policies do not allow for the reversal of previously expensed stock based compensation relating to vested stock options that are cancelled or forfeited, so that in this instance the expenses relating to the issuance of the directors options is incremental. On September 1, 2005, the Company issued 1,090 thousand stock options to certain of its employees, officers and consultants with a strike price of $0.55 per share, 20% vesting immediately and annually thereafter on each anniversary date of the issuance and expiring August 31, 2010. As part of these options issued, 100 thousand options each were issued to an officer of the Company and to an investor relations consultant.


Warrants 2006 2005 # of

warrants $ # of

warrants $

Opening balance 450 $ 205 450 $ 185 Re pricing of warrants - - - 20 _____ ______ _____ ______ Closing balance 450 $ 205 450 $ 205 ==== ===== ==== ===== Pursuant to the $5,500 thousand US subordinated term loan issued in November 2003, the lender received 450,000 Class A common share purchase warrants, expiring November 2008, exercisable any time prior to expiry, and an equal amount of shares were reserved for the issuance of the shares upon the exercise of the warrants. Of the total proceeds from the loan agreement, $185 thousand was classified as warrant equity. This amount is to be accreted to the subordinated term loan over the 5 year term of the loan as interest expense. In November 2005, the same term lender advanced a second $900 thousand US subordinated term loan and in consideration of that loan the originally issued warrants were repriced to the then market price of $0.40 per share resulting in an additional valuation of the warrants of $20 thousand. While the warrants are outstanding the Company may not, without the prior written consent of the warrant holders, issue any shares or other convertible securities at a price below the fair market value of the Class A common shares. The warrant holders also have the right to receive notice of and attend meetings of the Board of Directors and the right to sell to the Company a certain percentage of their warrants in the event of a public distribution of the Company’s Class A common shares or other convertible securities at a price per share at which the Class A common shares or other convertible securities are offered for sale multiplied by the number of Class A common shares into which the percentage of the warrants sold to the Company may be converted. Note 14 Supplemental Information 2006 2005 Assets purchased under capital lease $ 195 $ 534 Capital lease payments 198 376 Cash payments Income taxes paid 764 199 Interest paid 726 695


Note 15 Segmented Information The Company operates in one business segment producing and marketing benefit and sports entertainment events with host organizations assisting not for profit and fund raising organizations in conducting fund raising activities. The Company operates in two geographic areas, Canada and the United States of America.

2006 Canada United States Total Gross Revenues $ 46,331 $ 67,338 $ 113,669 Inter company eliminations (26) - (26) Revenues 46,305 67,338 113,643 Short term interest expense 72 75 147 Long term interest expense, including debt accretion

10

1,044

1,054

Amortization 1,030 2,537 3,567 Income tax expense (recovery) (102) 636 534 Net earnings (loss) (483) 643 160

2006

Canada United States Total Total assets $ 10,767 $ 20,358 $ 31,125 Equipment expenditures 599 278 877 Deferred financing cost - 210 210 Equipment, including leaseholds below 2,074 1,548 3,622 Leaseholds, net book value 853 214 1,067


Customer contracts - 1,820 1,820 Databases - 1,310 1,310 Trademarks 77 - 77 Goodwill - 1,180 1,180 2005 Canada United States Total Gross Revenues $ 46,907 $ 78,050 $ 124,957 Inter company eliminations ( 82) - ( 82) Revenues 46,825 78,050 124,875 Short term interest expense 18 44 62 Long term interest (income) expense (521) 1,651 1,130 Amortization 1,145 2,684 3,829 Income tax expense 573 1,246 1,819 Net earnings 740 796 1,536


Note 16 Contingencies In the normal course of business, the Company is subject, from time to time, to litigation relating to employment practices and other general business matters. In the opinion of management, any such obligations of the Company may be covered by insurance but, in any event, would not have a financial material adverse affect on the business. Schroder litigation (2003 privatization lawsuit) The Company is currently involved in litigation relating to an aborted privatization transaction. On March 6, 2003 the Company entered into a Merger Agreement with a group of US investment funds described as Schroder Ventures US, whereby, under a Plan of Arrangement, the Company was to be privatized by Schroder Ventures US offering to purchase the Company's common shares, options and warrants for the equivalent of $2.00 per share. The Plan of Arrangement was ratified in the Alberta Court of Queen’s Bench on May 2, 2003 following adoption of the Merger Agreement by the shareholders, option holders and warrant holders at the Annual General and Special Shareholders’ Meeting held earlier that day. The adoption of the Merger Agreement was made by a ninety nine percent majority of those voting. On May 29, 2003 Schroder Ventures US unexpectedly delivered a notice of termination advising that Schroder Ventures US would not be closing on May 30, 2003, as scheduled and, claimed, under the Merger Agreement, that the Company pay them their Expense Fee amounting to approximately $1.8 million plus a Termination Fee of $800 thousand. The Company vigorously denies any liability in that connection. On June 16, 2003 the Company initiated a legal claim against Schroder Ventures US in the Ontario Superior

2005 Canada United States Total Total assets $ 15,945 $ 17,933 $ 33,878 Equipment expenditures 443 662 1,105 Deferred financing cost 57 324 381 Equipment, including leaseholds below 2,038 2,113 4,151 Leaseholds, net book value 381 247 628 Customer contracts - 2,801 2,801 Databases - 2,029 2,029 Trademarks 85 - 85 Goodwill - 1,178 1,178


Court of Justice claiming that the Merger Agreement was improperly terminated and the Company is entitled to specific performance of the Merger Agreement or, in the alternative, to damages for breach of the Merger Agreement and breach of good faith in the amount of $50 million. A statement of defense and counterclaim has been filed defending Schroder Ventures US right to terminate the Merger Agreement and counterclaiming for the payment of a Termination Fee of either $800 thousand or $200 thousand together with the expenses incurred in connection with the privatization transaction and damages of approximately $1.8 million and an indemnity of costs associated with this litigation. A mediation hearing was held in late 2003 which did not provide any basis for settlement. In late 2005, discoveries were held by both parties the results of which are currently being evaluated by counsel. In the spring of 2007, the court’s case management system has mandated that a trial date be set which is expected to be either in the fall of 2007 or the spring of 2008. It is too early in the litigation process to make any reasonable determination as to the extent of recovery by the Company or the Company’s liability, if any, in this connection. While the Company denies any liability and expects to recover the costs it incurs relating to the privatization transaction, the Company has expensed charges relating to the privatization transaction and the associated litigation fees for those costs for which it is obligated to pay, shown as expenses relating to the 2003 privatization lawsuit on the Statements of Operations. Vendor dispute The Company is disputing charges from one of its vendors. The Company maintains that it has been improperly charged by the vendor and the vendor has cancelled its contract with the Company. The contract included a guaranteed volume commitment which the Company denies owing due to the contract breach resulting from the improper charges. The Company denies any liability in this connection and is awaiting to see what further action, if any, the vendor contemplates. The disputed charges, including the guarantee shortfall is approximately $775 thousand. At this time the likelihood of the outcome of these actions is not determinable and adjustments for additional gains or losses will be accounted for in the period of settlement.


Corporate Information

Board of Directors Michael P. Platz Chairman, President and CEO Xentel DM Incorporated Toronto, Ontario

David A. Winograd President, US Operations Xentel DM Incorporated

Milwaukee, Wisconsin

Bernard Amyot Partner Heenan Blaikie, LLP Montreal, Quebec

Craig S. Copland President

Craig Copland and Associates Inc. Muskoka, Ontario

Francis T. McAleer, C.A. Retired Calgary, Alberta

Barry S. Sattell, CPA

President Sattell, Johnson, Appel & Co., S.C.

Milwaukee, Wisconsin B. Andrus Wilson

President YTW Growth Capital

Management Corporation Toronto, Ontario

Management

Michael P. Platz Chairman, President and CEO

Toronto, Ontario

David A. Winograd President, US Operations Milwaukee, Wisconsin

Alan L. Kidd Director, Client Relations Pittsburgh, Pennsylvania

Peter R. Pielsticker, C.A. Vice President, Corporate Finance

Toronto, Ontario

P. Leonard Wolstenholme Director, Corporate Development

Calgary, Alberta

Michael T. Dodd Director, Emerging Technologies

Calgary, Alberta

Larry Dow Director, Management Information Systems

Kelowna, British Columbia

J. Caren Holtby Investor Relations

Williams Lake, British Columbia

Auditors Transfer Agent PricewaterhouseCoopers, LLP Computershare Trust Company of Canada

Legal Counsel Stock Listing Bennett Jones, LLP TSX Venture Exchange Tingle & Associates, LLP Trading symbol: XDM Neal Gerber & Eisenberg, LLP

management discussion and analysis march 31, 2003

Documents

certain statements

forward looking statements

financial condition

financial metric

results of operations

data management

calculation of ebitda

lean management philosophy