<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-26913
CYBERTEL COMMUNICATIONS CORP.
-----------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 86-0862532
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4275 Executive Square, Suite 510
La Jolla, California 92037
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (858) 646-7410
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
5,981,100
September 30, 2000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
<PAGE>
<TABLE>
CYBERTEL COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEET
September 30, 2000
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash $ 1,249,811
Marketable securities 3,222,563
Accounts receivable 366,646
Note receivable
157,500
Other investment 60,000
Other current assets 7,602
-----------
Total Current Assets 5,064,122
-----------
Equipment, net of $261,838
accumulated depreciation 589,737
Construction in progress 165,299
Deposits 92,269
-----------
TOTAL ASSETS $ 5,911,427
===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 31,194
Accounts payable 451,513
Accrued salary 124,746
Accrued expenses 82,030
-----------
Total Current Liabilities 689,483
Long-term Debt 45,513
-----------
TOTAL LIABILITIES 734,996
-----------
STOCKHOLDERS' EQUITY
Convertable preferred stock, $.001 par value, 5,000,000
shares authorized, 2,500 shares issued and outstanding 3
Common stock, $.001 par value, 20,000,000
shares authorized, 5,981,100
shares issued and outstanding 5,981
Paid in capital 10,036,143
Stock subscription receivable ( 119,500)
Unrealized gain on marketable securities, net 2,636,063
Retained (deficit) (7,382,259)
-----------
TOTAL STOCKHOLDERS' EQUITY 5,176,431
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,911,427
===========
</TABLE>
<TABLE>
CYBERTEL COMMUNICATIONS CORP.
CONSOLIDATED INCOME STATEMENTS
For the Three Months and Nine Months Ended
September 30, 2000 and 1999
<CAPTION>
Three Months Ended Nine Months Ended
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues $ 667,151 $ 651,521 $ 1,163,342 $2,986,638
Cost of sales 812,719 499,587 1,066,627 2,305,004
----------- --------- ----------- ----------
( 145,568) 151,934 96,715 681,634
Operating Expenses
Selling 345,288 3,031 530,589 187,070
General and administrative 965,363 482,225 3,055,859 1,209,816
Depreciation 14,342 16,702 56,388 31,187
Interest (income) ( 25,977) ( 32) ( 72,017) ( 6,748)
Interest expense 284 1,238 609,477 10,738
----------- --------- ---------- ---------
Total Operating Expenses 1,299,300 503,164 4,180,296 1,432,063
Gain on sale of
marketable securities 595,098 595,098
----------- --------- ---------- ---------
NET INCOME (LOSS) ( 849,770) ( 351,230) (3,488,483) ( 750,429)
Other comprehensive income
Unrealized gain (loss) on
marketable securities ( 815,098) 3,231,161
Less: reclassification for
gains included in
net income ( 595,098) ( 595,098)
----------- --------- ---------- ---------
Total Other Comprehensive
Income (1,410,186) 2,636,063
----------- --------- ---------- ---------
NET COMPREHENSIVE
INCOME (LOSS) $(2,259,956) $( 351,230)$( 852,420) $( 750,429)
=========== ========== =========== ==========
Net (loss) per common share $(0.15) $(0.08) $(0.63) $( 0.22)
Weighted average common shares
outstanding 5,782,618 3,112,784 5,512,701 3,462,321
</TABLE>
<TABLE>
CYBERTEL COMMUNICATIONS CORP.
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Nine Months Ended September 30, 2000 and 1999
<CAPTION>
2000 1999
----------- ---------
<S> <C> <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
Net comprehensive income (loss) $( 852,420) $(750,429)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 65,907 47,122
Unrealized gain on marketable securities (2,636,063)
Gain on sale of marketable securities ( 595,098)
Stock issued for services 242,004
Stock issued for interest 508,005
Changes in:
Accounts receivable ( 325,103) (258,390)
Other current assets 25,270 ( 8,527)
Accounts payable 195,150 236,596
Accrued interest ( 34,598)
Accrued expenses ( 27,829) 25,822
Deferred revenue (144,500)
----------- ---------
NET CASH USED BY OPERATING ACTIVITIES (3,434,775) (852,306)
----------- ---------
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of equipment ( 517,607) (116,910)
Note receivable ( 150,000)
Purchase of marketable securities ( 690,000)
Proceeds from sale of marketable securities 698,598
Purchase of other investment ( 60,000)
Deposits ( 87,769) 655
Construction in progress ( 165,299)
----------- ---------
NET CASH USED BY INVESTING ACTIVITIES ( 972,077) (116,255)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short-term private debt placement ( 390,238)
Payments on installment debt ( 15,971)
Proceeds from installment debt 86,572
Net change in credit lines ( 111,974) ( 4,399)
Net change in accrued officer salary ( 6,200) 11,500
Collection of stock subscriptions receivable 385,000 34,500
Sales of preferred stock, net of
costs of fundraising of $169,875 2,830,125
Sales of common stock, net of
costs of fundraising of $432,644 2,224,005 1,143,172
----------- ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES 5,001,319 1,184,773
----------- ---------
NET INCREASE IN CASH 594,467 216,212
CASH BALANCES
- Beginning of period 655,344 146,209
----------- ---------
- End of period $ 1,249,811 $ 362,421
=========== =========
SUPPLEMENTAL DISCLOSURES
Interest paid $ 0 $ 604,191
</TABLE>
CYBERTEL COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Cybertel
Communications Corporation have been prepared in accordance with generally
accepted accounting principles and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's latest
Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the most recent fiscal year, 1999, as reported in the
10-KSB, have been omitted.
NOTE 2 - MARKETABLE SECURITIES
The Company purchased 30,000 shares of Sonus Networks, Inc. in May 2000 at $23
per share, or $690,000 total cost. During the quarter ended September 30,
2000, the Company sold 4,500 shares on the open market for $155 per share, or
$698,598, with a realized gain of $595,098. The remaining shares are valued
at the $126 per share trading price as of September 30, 2000. The stock split
three for one on October 10, 2000; and the market price as of October 23, 2000
was $36.
NOTE 3 - OTHER INVESTMENTS
The Company purchased 100,000 shares in Intellcell.com, an unrelated private
California corporation, for $60,000. This represents around five percent of
the total ownership of Intellcell.com.
NOTE 4 - CONSTRUCTION IN PROGRESS
In March 2000, the Company signed a joint venture agreement with Transmission
Systems, Inc., a British West Indies company, to install and operate certain
telephone equipment in various foreign countries as might be identified and
agreed upon. As of September 30, 2000, the Company has invested $165,299,
which has been used to purchase certain equipment for installation in Senegal.
The Company expects the equipment to be functioning during the fourth quarter
of 2000. Substantially all costs associated with this project have been
recorded as of September 30, 2000. The agreement calls for the Company to
fund all start-up costs, with profits to be split 50/50.
Additionally, the company invested $269,508 in the construction of a switch
located in San Diego. The San Diego switch was placed into service in the
first week of October 2000. This cost has been reclassified to fixed assets
as of September 30, 2000.
NOTE 5 - STOCK ISSUANCES
During the nine months ended September 30, 2000, the Company issued stock as
follows:
Preferred stock, 3,000 shares, net cash proceeds of $2,830,125,
convertible to common stock anytime at common stock market value.
Common stock, 550,597 shares, net cash proceeds of $2,224,005.
In connection with the above, 44,682 shares were issued for services rendered
by stock promoters. These shares were valued at $223,410.
500 shares of preferred stock valued at $500,000 have been converted to
139,279 shares of common stock.
31,234 shares of common stock valued at $209,504 have been issued during the
first nine months for other consulting services.
On June 15, 2000, the company issued 700,000 shares and 51,783 warrants with
an exercise price of $8 per share in connection with the acquisition of LDVL,
Inc.
NOTE 6 - ACQUISITION OF LDVL, INC.
LDVL is a company that resells xDSL circuits, high speed internet connections,
through a network of Regional Bell Operating Company sales agents and other
top tier dealers within the United States who mainly service commercial
accounts in major metropolitan areas such as New York City, Philadelphia,
Chicago, and Los Angeles. LDVL targets the high-end market for internet
services and focuses on providing reliable, low cost, high quality service.
LDVL began operations during September 1999.
On June 15, 2000, the Company acquired LDVL by exchanging stock in a
transaction recorded using the pooling-of-interests method of accounting.
Accordingly, prior period financial statements of the Company are prepared on
a consolidated basis and have been restated to show the acquisition of LDVL as
if it had occurred on December 31, 1997, with consolidated operations since
that date.
There were no material transactions between the Company and LDVL prior to the
acquisition. All accounting policies used are consistent.
The following is a condensed balance sheet of LDVL as of June 15, 2000, the
date of acquisition:
Current assets $ 80,816
Fixed assets, net of accumulated
depreciation of $4,566 95,529
Long-term assets 32,363
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Total assets $208,708
========
Current liabilities $ 43,492
Long-term liabilities 51,056
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Total liabilities 94,538
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NOTE 6 - ACQUISITION OF LDVL, INC. (Continued)
Capital stock 501,155
Retained (deficit) (386,985)
--------
Total stockholders' equity 114,170
--------
Total liabilities and stockholders' equity $208,708
========
There have been no revenues. Expenses from inception through June 15, 2000
were $159,302 selling, $219,687 general and administrative, $4,566
depreciation, and $3,430 interest expense.
NOTE 7 - STOCK OPTION PLAN
Effective April 1, 2000, the Company adopted a stock option plan to be
administered by the Board of Directors. Under the Plan, eligible employees of
the Company and its subsidiaries may be awarded incentive stock options and
eligible participants providing services to the Company may be awarded non-
qualified options. As of October 23, 2000, no options had been awarded under
the plan.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
------------------
It is anticipated that Cybertel Communications Corp. will produce
approximately $12,882,000 in revenue in the 2000 fiscal year and approximately
$36,355,000 in fiscal 2001. Net Income would be approximately ($1,244,000),
and $6,766,000, respectively. In the next 12 months, the Company intends to
expand its network to 50 IP Gateways throughout the United States in order to
transport long-haul Voice Over the Internet traffic ("VOIP," i.e., long
distance voice traffic transported as digital electronic data packets over the
internet), both domestically and internationally.
The Company's Strategic Partnership Agreements with Intermedia
and Level 3 Communications allow it to collocate its Gateway equipment and
terminate traffic in areas that the Company has not or does not intend to
locate Gateways. The Company has very actively begun to employ its Affinity
Group Marketing strategy. The total membership population of the Company's
targeted groups is over 40 million.
The groups with which the Company has contracted are: the
Tailhook Association; Miles Ahead Ministries; Association of Naval Aviators;
Changewave.com and the Marine Corps Reserve Officers Association. Each
agreement requires each group to forward a marketing piece to its members; the
marketing pieces will recommend a telecommunications plan to the members,
which will include long distance, toll free service, paging, internet access,
pre-paid and regular calling cards and other telecommunications services. The
Company will provide each group with a billing summary of all participants'
accounts each month and pay each group a percentage of each participant's net
telephone bill. The contracts will be in place for periods of time ranging
from 12 months to 36 months, with each group having an option to renew for an
additional term.
The Company also intends to build a captive agent network for direct
marketing purposes to supplement its Affinity Group Marketing programs. The
Company has also begun its telemarketing efforts, which entail
contacting members of the Affinity groups.
The Company's projections are based on the following assumptions and
limitations:
The Company's business plan details a stair step process whereby it
will lease telecommunications services that can be marketed directly to its
primary affinity groups. The combined membership of the five contracted
affinity groups is 94,000 members. The Company has been contacting affinity
group members and is realizing a 38% acceptance rate. This acceptance rate
substantially exceeds the 12.5% rate detailed in the business plan. The
Company is currently in contract discussions with three more affinity groups.
It is anticipated that all these groups will be contracted by year end,
although the Company can make no assurances in this regard. The total
membership of the targeted affinity groups is 40,000,000 members. The Company
believes this population and its current acceptance rate should provide the
revenues detailed in the projections. Additionally, the affinity group
marketing plan is only one of several currently being test marketed.
The second revenue source detailed is the wholesaling of
telecommunications services. The Company is buying international
telecommunication services from Bridgeport Energy Corporation and selling
these services to Justice Telecommunications, Inc. The Company also has
relationships with Flat Rate Communications, Inc., and LD Exchange, Inc., and
is pursuing other wholesale agreements as well. The profit margin is 3% to 4%
on the wholesaling of telecommunications services.
Management projects that 2000 revenues from its affinity group
program and potential acquisitions to total $11,140,000, with revenues from
its wholesaling operations totaling $1,087,000. the remaining revenues will
be provided by Cybertel's subsidiaries, Telenomics, Inc. and Like Dat Music,
Inc. For the 2001 fiscal year, management projects these revenues to be
$25,000,000 and $7,000,000, respectively. Cybertel's subsidiaries,
Telenomics, Inc. and Like Dat Music, Inc., project revenues of $1,155,000 in
fiscal 2000 and revenues of $3,200,000 in fiscal 2001.
In arriving at its revenue projections for its affinity groups
program, the Company assumes that on average each residential customer will
use approximately 300 minutes per month at a cost to the customer of
approximately $0.07 per minute, and that the number of residential customers
will increase from approximately 600 in September, 1999, to approximately
46,000 in December, 2000.
The cost of goods sold currently reflects the cost of a leased
network whereby the Company can transmit customer calls. The cost of goods
reflects the use of the telephone lines, billing and collections and customer
service. The rate used in the projections to reflect these costs is $0.05.
To control cost, the Company has entered into subcontract arrangements to
facilitate billing and collections and customer service. These costs are a
calculation of the services provided. As such they are a true marginal cost.
The Company's projections for its wholesaling operations assume
volume of 1,000,000 monthly minutes through December 2000, at an average rate
of $0.25 per minute. Projected cost of goods sold will be $0.24 per minute
through December 2000.
The Company has begun the development of its own Internet
Protocol Network. The Company currently has the ability to carry traffic from
30 leased internet protocol gateways. With this network in place, the Company
has control of its pricing for the transmission of telecommunications
services.
The Company's selling, general and administrative costs will be
reduced by management's intentions to subcontract significant services such as
billing and collections and customer service. The fundamental costs will be
1)the maintenance of the Company's own Internet Protocol Network and 2)the
marketing to and maintenance of affinity group relationships. The projections
reflect a management group that is primarily marketing driven and that will
target and service National Affinity Groups. The remainder of management will
monitor the subcontractor relationships to maintain the quality of service the
Company intends to provide.
The telecommunication industry holds a certain amount of risk due to
the highly competitive nature of the industry and capital required. The
reason the Company is building its own IP Network is to be in control of its
destiny with regard to price competition. To build this network the Company
has sought out the technology that is compatible with internet requirements.
The Company currently has sufficient working captial in the short term. See
the heading "Liquidity and Capital Resources," of this caption.
The foregoing contains "forward-looking" statements and information.
Actual results may differ materially from those projected in such forward-
looking statements and there is no assurance that the projected results will
be obtained.
Results of Operations.
----------------------
Three months ended September 30, 2000, compared to three months ended
September 30, 2000.
-------------------
Revenues for the three month period ended September 30, 2000,
increased to $667,151 as compared to $651,521 for the three month period ended
September 30, 1999, as the result of the increase in affinity group marketing.
General and administrative costs have risen to $965,363 for the three
month period ended September 30, 2000, as compared to $482,225 for the three
month period ended September 30, 1999. Other general and administrative
costs, such as payroll, marketing and legal, have increased as the Company has
begun to implement its business plan.
Interest expense for the three month period ended September 30, 2000,
decreased to $284 as compared to $1,238 for the three month period ended
September 30, 1999.
Nine months ended September 30, 2000, compared to nine months ended September
30, 2000.
---------
Revenues for the period ended September 30, 2000, decreased to
$1,163,342 as compared to $2,986,638 for the period ended September 30, 1999,
as the result of the development of a new wholesaling program for long
distance telecommunications services.
General and administrative costs have risen to $3,055,859 for the
period ended September 30, 2000 as compared to $1,209,816 for the period
ended September 30, 1999. Other general and administrative costs, such as
payroll, marketing and legal, have increased as the Company has begun to
implement its business plan.
Interest expense for the period ended September 30, 2000 was
$609,477. This interest expense was incurred from the settlement of a bridge
loan in the first quarter of the year 2000 as compared to $10,738 for the
period ended September 30, 1999.
Liquidity and Capital Resources.
--------------------------------
On or about February 14, 2000, the Company commenced a private
placement of a minimum of 100,000 shares, and a maximum of 1,000,000
"unregistered" and "restricted" shares of its common stock at a price of $6
per share. Subject to the completion of the minimum offering, our placement
agent, Capital Growth Resources, of El Cajon, California, will receive a sales
commission of 10% of the gross proceeds of the offering, together with:
2% of the gross proceeds as a wholesaling fee;
2% of the gross proceeds as a "due diligence" fee;
2% of the gross proceeds as an unaccountable expense allowance;
and
12.5 warrants for every 100 shares sold (together with an
additional 20,000 warrants if the offering is completed within
90 days). Each warrant grants Capital Growth the right to
acquire one "unregistered" and "restricted" share of our common
stock for a period of one year, at a price of $0.01 per share.
As of September 30, 2000, the Company had sold 432,644 shares, for
gross proceeds of $2,612,086. The offering has closed. Unless the
Company is able to sell the maximum amount of its offering, for total gross
proceeds of $8,000,000, or to raise substantial additional funding, it will
not be able to proceed with its expansion plans. There can be no assurance
that the Company will be able to raise such funding.
Effective February 15, 2000, the Company entered into a Securities
Purchase Agreement with Adara Investors, LLC, a Delaware limited liability
company. Under the Securities Purchase Agreement, the Company sold to Adara:
3,000 Shares of its Series A Preferred Stock, at a price of
$3,000,000;
Warrants to purchase 225,000 shares of its common stock; and
For $100, a Supplemental Warrant to purchase an additional
2,000 shares of Series A Preferred Stock (the "Additional
Shares") for $2,000,000, and Stock Purchase Warrants to
purchase up to 150,000 additional shares of common stock.
Adara can exercise the Warrants until February 15, 2004, at a price
of $16.86 per share. It can exercise the Supplemental Warrant until November
15, 2000.
Also on February 15, 2000, Cybertel and Adara executed a
Registration Rights Agreement under which the Company agreed to file, within
45 days of the initial closing date of the Securities Purchase Agreement, a
Registration Statement on Form SB-2, covering the resale of two times:
the number of shares of common stock that Adara would be able
to receive from the conversion of the Shares and the Additional
Shares on the date of filing; and
the maximum number of shares of common stock that Adara would
be able to receive upon exercise of all Warrants that we issued
to Adara under the Securities Purchase Agreement.
The Company must keep the Registration Statement effective until the
earlier of:
the date on which Adara has sold all of the registered
securities;
the date on which Adara may sell the registered securities
immediately, without restriction; and
24 months after the date on which the Registration Statement is
declared effective.
The Company must pay 2% of Adara's $3,000,100 purchase price for
every 30 day period during which:
it has not filed the Registration Statement with the Securities
and Exchange Commission within 45 days of the closing date of
the Securities Purchase Agreement;
the Registration Statement is not effective within 90 days of
the closing of the Securities Purchase Agreement or, if the
Commission does not review it, within three days after the
Company or its counsel receive notice that there will be no
review;
for any period of five days after the effectiveness deadline,
the Company does not have enough shares listed for trading or
reserved for issuance upon the conversion of Adara's
convertible securities; or
for any period of five days after the effectiveness deadline,
the Company becomes aware of any event that makes any statement
in its Prospectus untrue or misleading, or that the Securities
and Exchange Commission has suspended the Registration
Statement.
For each 30 day default period during which the Company has cured
the default, the penalty will be prorated.
On June 30, 2000, the Securities and Exchange Commission ordered
effective the Company's Registration Statement on Form SB-2 with respect to
these shares.
The Registration Rights Agreement also gives Adara "piggyback"
registration rights with respect to these securities.
Additionally, during the nine months ended September 30, 2000, 9,000
shares were sold at $2.00 per share and 106,250 shares were sold for $0.25 per
share, resulting in cash proceeds of $44,563; and 31,234 shares were issued
for services rendered valued at $209,504.
The Company had cash on hand of $1,249,811 at September 30, 2000.
This will not be sufficient to fund its proposed expansion of its IP network
without substantial additional funding.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
----------------------------
None; not applicable.
Item 2. Changes in Securities and Use of Proceeds.
---------------------------------------------------
Recent Sales of Unregistered Securities.
----------------------------------------
See the heading "Liquidity and Capital Resources," for a discussion
of the "unregistered" and "restricted" securities issued by the Company during
the quarterly period ended September 30, 2000.
Item 3. Defaults Upon Senior Securities.
------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
-------------------------------------------
(a) Exhibits.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
None.
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.
CYBERTEL, COMMUNICATIONS CORP.
Date: 11/13/2000 By:/s/Richard D. Mangiarelli
-------------- -------------------------------------
Richard D. Mangiarelli
CEO, President and Director
Date: 11/13/2000 By:/s/Richard Schmidt
-------------- -------------------------------------
Richard Schmidt
Chief Financial Officer
