UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO
_________________
ALTAIR INTERNATIONAL INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
---------------------------- --------------------- ----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
--------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
As of November 1, 2000, the registrant had 18,887,779 Common Shares outstanding.
1
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
ALTAIR INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
September 30, December 31,
2000 1999
(unaudited) (audited)
------------ ------------
ASSETS
<S> <C> <C>
Current
Cash and short-term investments $ 875,947 $ 153,580
Other current assets 1,264,342 980,453
------------ ------------
2,140,289 1,134,033
Capital
Property and equipment
(Cost, net of amortization) 2,428,470 2,507,878
Patents and related expenditures
(Cost, net of amortization) 9,418,385 10,001,967
Mineral properties and related deferred
exploration expenditures 2,845,344 2,021,052
Goodwill, net 8,505 8,978
------------ ------------
Total Assets $ 16,840,993 $ 15,673,908
============ ============
LIABILITIES
Current
Accounts payable and accrued liabilities $ 214,123 $ 199,676
Current portion of notes payable -- 7,363,600
------------ ------------
Total Liabilities 214,123 7,563,276
------------ ------------
SHAREHOLDERS' EQUITY
Capital stock issued
18,887,779 common shares at September 30,
2000; 15,474,915 shares at December 31, 1999 28,765,731 18,324,963
Contributed surplus 655,098 655,098
Accumulated Deficit (12,793,959) (10,869,429)
------------ ------------
Total Shareholders' Equity 16,626,870 8,110,632
------------ ------------
Total Liabilities and Shareholders' Equity $ 16,840,993 $ 15,673,908
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
2
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ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating Expenses
Wages and administration $ 89,547 $ 64,896 $ 274,729 $ 280,598
Testing, research and development 307,193 25,349 780,875 167,445
Professional fees 63,266 98,908 235,952 154,432
Shareholder relations 50,676 52,914 126,124 167,001
General and office 21,485 15,585 112,480 91,188
Travel 13,925 12,922 61,745 66,799
Occupancy costs 71,803 17,451 197,575 52,153
Shareholders' meetings and reports 10,576 5,701 106,053 86,071
Insurance 21,997 13,024 59,269 42,316
Government fees and taxes 10 95 4,500 14,211
Stock exchange fees 3,880 -- 20,885 18,505
Corporate services 2,142 3,873 10,494 8,102
Transfer agent's fees 1,383 1,872 5,600 3,195
Bank charges 591 316 1,677 903
Loss (Gain) on foreign exchange (68,936) 3,192 (864,635) (183)
Amortization 258,980 105,346 776,947 309,528
----------- ----------- ----------- -----------
848,518 421,444 1,910,270 1,462,264
Interest on long-term debt -- -- 78,884 1,966
Interest income (20,158) (38,993) (64,624) (114,840)
----------- ----------- ----------- -----------
Net loss for the period $ 828,360 $ 382,451 $ 1,924,530 $ 1,349,390
=========== =========== =========== ===========
Basic net loss per share $ 0.04 $ 0.03 $ 0.11 $ 0.09
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
3
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ALTAIR INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net loss for the period $ (1,924,530) $ (1,349,390)
Items not involving cash:
Amortization 776,947 309,528
------------ ------------
(1,147,583) (1,039,862)
Changes in non-cash working capital balances:
Other current assets (283,889) 43,958
Accounts payable and accrued liabilities 14,447 (151,331)
Current portion of notes payable (7,363,600) --
------------ ------------
Net cash used in operating activities (8,780,625) (1,147,235)
------------ ------------
Cash flows from investing activities
Purchase of mineral properties and related
deferred exploration expenditures (824,292) (485,138)
Purchase of capital assets (129,770) (241,141)
Purchase of patents and related expenditures 16,286 (1,847)
------------ ------------
Net cash used in investing activities (937,776) (728,126)
------------ ------------
Cash flows from financing activities
Issuance of common shares for cash, net of share
issue costs 10,104,990 1,662,500
Proceeds from exercise of stock options 335,778 --
Payment of notes payable -- (6,091)
------------ ------------
Net cash provided by financing activities 10,440,768 1,656,409
------------ ------------
Net increase (decrease) in cash and short-term investments 722,367 (218,952)
Cash and short-term investments, beginning of period 153,580 3,100,577
------------ ------------
Cash and short-term investments, end of period $ 875,947 $ 2,881,625
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
4
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ALTAIR INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Preparation of Financial Statements
These unaudited interim financial statements of Altair International
Inc. and its subsidiaries (collectively, the "Company") have been prepared in
accordance with the rules and regulations of the United States Securities and
Exchange Commission (the "Commission"). Such rules and regulations allow the
omission of certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles, so long as the statements are not misleading. In the opinion of
Company management, these financial statements and accompanying notes contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 filed with the
Commission on April 12, 2000.
The Company is an Ontario corporation and, in the past, has prepared its
interim and year-end financial statements in accordance with generally accepted
accounting principles in Canada ("Canadian GAAP"). Because the Company's
operations are centered in the United States, the Company determined effective
January 1, 1997 that its functional currency is the U.S. Dollar and determined
effective January 1, 1998 to prepare its interim financial statements in
accordance with accounting principles generally accepted in the United States
("U.S. GAAP"). Accordingly, the foregoing unaudited interim financial statements
are denominated in U.S. Dollars and presented in accordance with U.S. GAAP.
The results of operations for the three- and nine-month periods ended
September 30, 2000 are not necessarily indicative of the results to be expected
for the full year.
Note 2. Notes Payable
On August 1, 2000, the Company paid $2,170,125 to BHP Minerals
International, Inc. ("BHP") representing the final payment in connection with
the Company's acquisition of a pigment production technology and assets from
BHP. The Company realized a foreign exchange gain of $69,000 on the payment as
the United States dollar had strengthened in relation to the Australian dollar
at August 1, 2000.
Note 3. Capital Stock
During the period from July 8, 2000 through September 5, 2000, the
Company issued 575,000 shares of common stock of the Company ("Common Shares")
and 287,500 Series A Warrants at prices ranging from $2.59 to $3.81 per unit of
one Common Share and one-half Series 2000A Warrant (a "Unit") for total gross
proceeds of $1,885,020. Of the total warrants issued, 261,000 Series 2000A
Warrants entitle the holder to acquire one Common Share at the price of $5.00 on
or before 5:00 p.m. (Mountain Standard Time) on the earlier of (i) five years
from the original date of purchase of the Units, and (ii) the date thirty days
following the fifth day (whether or not consecutive) the closing price of the
Common Shares on the Nasdaq National Market exceeds $8.00 per share. The
remaining 26,500 Series 2000A Warrants entitle the holder to acquire one Common
Share at the price of $4.00 on or before 5:00 p.m. (Mountain Standard Time) on
the earlier of (i) five years from the original date of purchase of the Units,
and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market exceeds $7.00 per share.
On August 4, 2000, the Company issued 500,000 Common Shares, 250,000
Series 2000B Warrants and 250,000 Series 2000C Warrants for total gross proceeds
of $1 million. Each Series B Warrant entitles the holder to acquire one Common
5
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ALTAIR INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Share at the price of $4.00 during the period commencing on the date a
registration statement with respect to the Common Shares issuable upon exercise
of the Series 2000B Warrants is first effective and continuing until 5:00 p.m.
(Mountain Standard Time) on the earlier of: (i) the fifth anniversary of the
date the registration statement became effective or (ii) the date 30 days
following the fifth day (whether or not consecutive) the closing price equals or
exceeds $6.00. Each Series 2000C Warrant entitles the holder to acquire one
Common Share at the price of $5.00 during the period commencing on the date a
registration statement with respect to the Common Shares issuable upon exercise
of the Series 2000C Warrants is first effective and continuing until 5:00 p.m.
(Mountain Standard Time) on the earlier of: (i) the fifth anniversary of the
date the registration statement became effective or (ii) the date 30 days
following the fifth day (whether or not consecutive) the closing price equals or
exceeds $7.00.
On August 21, 2000, the Company issued an additional 50,000 Common
Shares, 25,000 Series B Warrants and 25,000 Series C Warrants for total gross
proceeds of $125,000.
On March 31, 2000, the Company entered into a common stock purchase
agreement and an equity line of credit agreement with an investor. Under the
terms of the stock purchase portion of the agreement, the Company issued to the
investor 1,251,303 Common Shares for $6 million. After the initial issuance,
additional shares may be issued through a reset provision that compares market
price in each of four reset periods to an adjusted original issue price. On
August 30, 2000, the Company issued 648,594 Common Shares under the reset
provisions governing the first two reset periods.
6
<PAGE>
ALTAIR INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 4. Development Stage Company
As of September 30, 2000, the Company would be characterized as a
development stage enterprise under Statement of Financial Accounting Standards
No. 7 ("SFAS 7"). The following is a summary of the deficit accumulated during
the development stage prepared in accordance with SFAS 7:
Accumulated deficit
during the
development stage
------------
Professional fees $ 1,840,501
Salaries and wages 2,520,228
Shareholders' expenses 1,544,900
Office and general 2,919,425
Loss on sale of mining claims 101,047
Amortization 2,808,603
Interest on long-term debt 175,885
Write off of mineral properties and related
deferred exploration expenditures 1,385,997
Write off of organization costs 8,563
------------
13,305,149
Less:
Interest income (646,044)
Gain on sale of marketable securities (35,773)
Lease payments (143,754)
Gain on forgiveness of debt (795,973)
Option payments (70,906)
------------
Total accumulated loss 11,612,699
Convertible debenture costs 537,731
Share issue costs 60,557
Accretion of equity element of convertible debentures 144,801
Premium on conversion of convertible debentures 244,915
Premium on redemption of convertible debentures 193,256
------------
Accumulated deficit, September 30, 2000 $ 12,793,959
============
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion summarizes the material changes in the
Company's financial condition between December 31, 1999 and September 30, 2000
and the material changes in the results of operations and financial condition of
the Company between the three- and nine-month periods ended September 30, 2000
and September 30, 1999. This discussion should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
Results of Operations
The Company has earned no operating revenues to date. Basic net losses
totaled $1,924,530 ($.11 per share) for the nine months ended September 30, 2000
and $1,349,390 ($.09 per share) during the same period of 1999. Principal
factors contributing to the losses during these periods were the absence of
revenue together with the incurrence of operating expenses.
In November 1999, the Company acquired all patents and technology
related to a hydrometallurgical process developed by BHP Minerals International,
Inc. ("BHP") primarily for the production of titanium dioxide ("TiO2") products
from titanium bearing ores or concentrates (i.e., the "Technology"), all
tangible equipment and other assets (i.e., the "Assets") used by BHP to develop
and implement the Technology, and the use for one year of the services of the
BHP personnel presently developing the Technology. Since acquiring the
Technology and Assets, the Company has focused its efforts on the production and
marketing of TiO2 nanoparticles. The acquisition of the Technology and Assets,
together with the Company's production and marketing efforts, has had a
significant effect on the Company's results of operations during the three and
nine months ended September 30, 2000 as described below.
In connection with the acquisition, the Company entered into a services
agreement with BHP wherein BHP agreed to provide, through December 31, 2000,
certain services necessary to continue development and testing of the Technology
and operation of the Assets. The costs associated with this service agreement
are approximately $71,000 per month and are recorded as testing, research and
development expense for the three and nine months ended September 30, 2000. The
Company incurred no comparable expense during the three and nine months ended
September 30, 1999.
The Company also entered into a lease agreement with BHP to lease the
space occupied by the Assets at a BHP facility in Reno, Nevada. The lease cost
is $15,000 per month and is reflected as occupancy costs in the Consolidated
Statements of Operations. The Company did not experience comparable lease costs
in the three and nine months ended September 30, 1999.
Professional fees increased during the nine-month period ended September
30, 2000 are higher than the comparable period of 1999 due to legal costs
associated with patent reviews and trademark filings related to the Technology,
and consulting costs for marketing and production management related to TiO2
nanoparticle products.
The Company is amortizing the costs of the Technology and Assets
acquired from BHP at approximately $53,000 per month. This amount (approximately
$477,000 for the nine months ended September 30, 2000 and $159,000 for the three
months ended September 30, 2000) represents the increase in amortization expense
for the three and nine months ended September 30, 2000 over the same periods in
1999.
The purchase price for the Technology and Assets was 15,000,000
Australian dollars ("AUD$") and was payable in four equal installments. The
first installment was paid at closing in November 1999, the second and third
installments were paid on May 12, 2000 and the remaining payment was paid on
August 1, 2000. Since the purchase price was payable in Australian dollars, the
liability to BHP was subject to exchange rate fluctuations. From December 31,
1999 to March 31, 2000, the American dollar strengthened significantly against
the Australian dollar, resulting in a gain on foreign exchange of approximately
$559,000. From April 1, 2000 through June 30, 2000, the American dollar
8
<PAGE>
strengthened further, resulting in a gain on foreign exchange of approximately
$237,000. When the final payment was paid on August 1, 2000, an additional
foreign exchange gain of approximately $69,000 was realized, resulting in a
total foreign exchange gain on the purchase of the Technology and Assets of
approximately $865,000 for the nine months ended September 30, 2000.
Interest on long-term debt increased in the nine-month period ended
September 30, 2000 over the comparable period of 1999 due to interest paid in
connection with the rescheduling of the second installment due BHP from February
15, 2000 to May 15, 2000.
Liquidity and Capital Resources
The Company has financed its operations since inception primarily by the
issuance of equity securities (Common Shares, convertible debentures, and
options and warrants to purchase Common Shares) with aggregate net proceeds of
$29,420,829 as of September 30, 2000. During the first nine months of 2000, the
Company received cash proceeds of $10,104,990 from sales of 3,341,564 Common
Shares and 1,383,672 warrants, and received $335,778 from the exercise of stock
options.
The Company has earned no revenues and has incurred recurring losses. At
December 31, 1999 the Company's accumulated deficit was $10,869,429. The deficit
increased by $1,924,530 to $12,793,959 during the first nine months of 2000, due
to the net loss for the period of $1,924,530.
On March 31, 2000, the Company entered into a common stock purchase
agreement and an equity line of credit agreement with an investor. Under the
terms of the stock purchase portion of the agreement, the Company issued to the
investor 1,251,303 Common Shares for $6 million. After the initial issuance,
additional shares may be issued through a reset provision that compares market
price in the reset period to an adjusted original issue price. On August 30,
2000, the Company issued 648,954 Common Shares under the reset provisions
governing the first two reset periods. The investor also received warrants for
250,261 shares of Common Stock exercisable at $6.75 per share through March 31,
2003.
Under the terms of the equity line of credit, the Company has the option
to cause the investor to purchase up to $10 million of the Company's Common
Stock during an 18-month period. The stock is to be issued at a discount to
market price with the timing and amounts of purchases at the discretion of the
Company (subject to the price of the Common Stock remaining in excess of $2 per
share and the average daily weighted dollar trading volume of the Common Stock
being at least 150% of the amount of the additional financing).
The Company used the initial $6 million of proceeds to pay $4,406,910 to
BHP for the second and third installments due on the purchase of the Technology
and Assets, fund certain costs incurred for the feasibility study on the
Tennessee Mineral Property, and provide working capital.
During the period July 8, 2000 through July 31, 2000, the Company sold,
through private placements, 195,000 Common Shares and 97,500 warrants for gross
proceeds of $610,000. These proceeds, together with existing working capital,
were used to pay the final installment of AUD$3,750,000 (US$2,170,125) to BHP on
August 1, 2000.
During the period August 4, 2000 through August 21, 2000, the Company
sold, through private placements, an additional 663,000 Common Shares and
606,500 warrants for gross proceeds of $1,450,070.
At September 30, 2000, the Company had $857,947 in cash and other
short-term investments. This amount is sufficient to fund the Company's
operations through December 31, 2000. As of September 30, 2000, the Company
entered into private placement subscription agreements with an investor which
provide for the sale of 267,000 Common Shares and 133,500 warrants of the
Company for $949,920. As of November 14, 2000, the purchase and sale of Common
Shares contemplated by such subscription agreement has not closed. Assuming such
transaction does close, this amount, when combined with existing cash, is
sufficient to provide working capital and fund certain capital costs associated
with the Technology and Assets and Tennessee Mineral Property through the first
quarter of 2001. The Company is assessing alternatives for financing its
longer-term capital needs.
9
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Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
can be identified by the use of the forward-looking words "anticipate,"
"estimate," "project," "likely," "believe," "intend," "expect," or similar
words. These statements discuss future expectations, contain projections
regarding future developments, operations, or financial conditions, or state
other forward-looking information. Statements in this report regarding the
sufficiency of the Company's working capital, development of the Technology and
Assets, Jig or any mineral properties, and any future acquisition activities are
forward-looking statements. You should keep in mind that all forward-looking
statements are based on management's existing beliefs about present and future
events outside of management's control and on assumptions that may prove to be
incorrect.
Among the key factors that may have a direct bearing on the Company's
operating results are various risks and uncertainties including, but not limited
to, those attributable to the absence of operating revenues or profits,
uncertainties regarding the development and commercialization of the Jig,
development risks associated with the Tennessee Mineral Property, risks related
to the Company's proposed development and exploitation of the Technology and
Assets and uncertainties regarding the Company's ability to obtain capital
sufficient to pursue its proposed business strategy. Risk factors, cautionary
statements and other conditions that could cause actual results to differ are
contained in the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
10
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PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Pursuant to common stock purchase agreements, the Company issued to a
single investor 375,000 Common Shares, 187,500 Series B Warrants and 187,500
Series C Warrants for $750,000 on August 4, 2000. Also on August 4, 2000, the
Company issued to a single investor 125,000 Common Shares, 62,500 Series B
Warrants and 62,500 Series C Warrants for $250,000. On August 21, 2000, the
Company issued to a single investor 50,000 Common Shares, 25,000 Series B
Warrants and 25,000 Series C Warrants for $125,000. In connection with each of
the above-described stock issuances, the Company granted the issuer registration
rights pursuant to a registration rights agreement in the form files as an
Exhibit hereto.
Each of the above-described issuances of Common Shares and Warrants
were effected in reliance upon the exemption for sales of securities not
involving a public offering, as set forth in Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act"), based upon the following: (a) the
investor represented and warranted to the Company that it was an "accredited
investor," as defined in Rule 501 of Regulation D promulgated under the
Securities Act and had such background, education, and experience in financial
and business matters as to be able to evaluate the merits and risks of an
investment in the securities; (b) there was no public offering or general
solicitation with respect to the offering, and the investor represented and
warranted that it was acquiring the securities for its own account and not with
an intent to distribute such securities; (c) the investor was provided with any
and all other information requested by the investor with respect to the Company,
(d) the investor acknowledged that all securities being purchased were
"restricted securities" for purposes of the Securities Act, and agreed to
transfer such securities only in a transaction registered with the SEC under the
Securities Act or exempt from registration under the Securities Act; and (e) a
legend was placed on the certificates and other documents representing each such
security stating that it was restricted and could only be transferred if
subsequently registered under the Securities Act or transferred in a transaction
exempt from registration under the Securities Act.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index attached hereto.
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K on April
24, 2000, together with all material transaction documents, in which it
reported that it (i) entered into a common stock purchase agreement
with a private equity fund (the "investor") for the sale of 1,251,303
common shares of the Company (plus any additional shares issuable
pursuant to applicable repricing provisions) for an aggregate purchase
price of $6 million, (ii) issued warrants covering 250,261 common
shares of the Company to the Investor and a warrant covering 75,078
common shares of the Company to the placement agent for the
transaction, (iii) executed a registration rights agreement with the
Investor, and (iv) entered into an equity line of credit agreement with
the Investor whereby the Investor agrees to purchase up to $10 million
in additional common shares of the Company over the course of the 18
months following the effective date of a registration statement
registering the shares.
On July 17, 2000, the Company filed Amendment No. 1 on
Form 8-K/A amending its Current Report on Form 8-K filed on April 24,
2000. The Company reported that it entered into a modification
agreement with the Investor in which sections of the common stock
purchase agreement related to repricing and subsequent issuances of
Common Shares were amended.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Altair International Inc.
November 14, 2000 By: /s/ William P. Long
----------------- -----------------------
Date William P. Long, President
November 14, 2000 By: /s/ Edward H. Dickinson
----------------- ---------------------------
Date Edward H. Dickinson,
Chief Financial Officer
12
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EXHIBIT INDEX
Exhibit Incorporated Filed
No. Exhibit by Reference Herewith
------- ---------------------------------------------- ----------------------
3.1 Articles of Incorporation of the Registrant (1)
3.2 Amendment to Articles of Incorporation of the (2)
Registrant dated November 6, 1996
3.3 Bylaws of the Registrant (1)
4.1 Form of Series 2000A Warrant (3)
4.2 Form of Series 2000B Warrant (3)
4.3 Form of Series 2000C Warrant (3)
4.4 Form of Registration Rights Agreement (3)
27 Financial Data Schedule (3)
-----------------------
(1) Incorporated by reference to Registration Statement on Form 10 SB filed
with the Commission on November 25, 1996.
(2) Incorporated by reference to Amendment No. 1 to Registration Statement on
Form 10 filed with the Commission on December 23, 1996.
(3) Filed herewith.
13
