U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
<P>
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
For the quarterly period ended September 30, 2000
<P>
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
<P>
For the transition period from to
<P>
Commission File No. 0-26187
<P>
TIDALWAVE HOLDINGS, INC.
(Name of Small Business Issuer in Its Charter)
<P>
<TABLE>
<S> <C>
Florida 65-0693777
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
<P>
</TABLE>
1831 NE 45th Street, Fort Lauderdale, Florida 33308
(Address of Principal Executive Offices) (Zip Code)
<P>
(954) 255-6753
(Issuer's Telephone Number, Including Area Code)
<P>
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during
the past 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.
<P>
Yes X No
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of October 31, 2000, the Company had
50,463,066 shares of Common Stock outstanding, $0.001 par
value.
<P>
ANDERSON COMPUTERS/ITDALWAVE CORP.
Form 10-QSB Quarterly Report
For the Period Ended September 30, 2000
<TABLE>
<S> <C>
Page
Part I - FINANCIAL INFORMATION
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Item 1. Financial Statements 3
<P>
Condensed Balance Sheet at September 30, 2000 4
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Condensed Statements of Operations for the Six 5
Months Ended September 30, 2000 and September 30, 1999
<P>
Condensed Statements of Cash Flows for the Six 6-7
Months Ended September 30, 2000 and September 30, 1999
<P>
Notes to Condensed Financial Statements 8-10
<P>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-12
<P>
PART II - OTHER INFORMATION 13
<P>
Item 1. Legal Proceedings 13
<P>
Item 2. Changes in Securities 13
<P>
Item 3. Defaults Upon Senior Securities 14
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Item 4. Submission of Matters to a Vote of Security Holders 14
<P>
Item 5. Other Information 14
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Signatures 14
<P>
</TABLE>
<P>
PART I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements:
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BASIS OF PRESENTATION
<P>
The accompanying unaudited financial statements are
presented in accordance with generally accepted accounting
principles for interim financial information and the
instructions to Form 10-QSB and item 310 under subpart A of
Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.
The accompanying statements should be read in conjunction
with the audited financial statements for the year ended
March 31, 2000. In the opinion of management, all
adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial
statements not misleading, have been included. Operating
results for the six months ended September 30, 2000 are not
necessarily indicative of results that may be expected for
the year ending March 31, 2001. The financial statements
are presented on the accrual basis.
<P>
<TABLE>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited)
<P>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 356
Prepaid expenses 1,435
------------
Total Current Assets 1,791
<P>
COMPUTER SOFTWARE - Net of accumulated
depreciation of $795 -
<P>
INVESTMENT IN EQUITY SECURITY 250,000
------------
TOTAL ASSETS $ 251,791
============
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY
<P>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 26,187
Due to officer 6,250
------------
Total Current Liabilities 32,437
------------
EQUITY SUBJECT TO POTENTIAL REDEMPTION 4,500
------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value 25,619,428
shares issued and outstanding 25,619
Additional paid-in capital 1,438,851
Deficit (902,222)
Accumulated other comprehensive income (347,394)
------------
Total Stockholders' Equity 214,854
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 251,791
=============
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Read accompanying Notes to Financial Statements.
</TABLE>
<P>
<TABLE>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<S> <C> <C> <C> <C>
THREE MONTHS SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2000 1999 2000 1999
--------------------------------------------------
NET SALES $ 97 $ 145 $ 97 $ 266
COST OF SALES 90 137 90 265
--------------------------------------------------
GROSS PROFIT 7 8 7 1
--------------------------------------------------
EXPENSES
Selling, general and
administrative 94,510 14,207 209,326 77,385
Depreciation - - - 66
--------------------------------------------------
Total operating expenses 94,510 14,207 209,326 77,451
--------------------------------------------------
LOSS FROM OPERATIONS (94,503) (14,199) (209,319) (77,450)
--------------------------------------------------
OTHER INCOME
Interest income 55 376 92 895
Forgiveness of indebtedness - - - 9,766
--------------------------------------------------
Total Other Income 55 376 92 10,661
<P>
NET LOSS $(94,448) $(13,823) $(209,227) $(66,789)
==================================================
LOSS PER SHARE $ - $ - $ (.01) $ -
==================================================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 25,339,722 22,516,254 25,258,201 22,194,660
==================================================
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Read accompanying Notes to Financial Statements.
<P>
</TABLE>
<P>
<TABLE>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<S> <C> <C>
2000 1999
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(209,227) $(66,789)
Adjustments to reconcile net loss
to net cash (used in) operating
activities:
Depreciation - 66
Issuance of common stock for
services 139,082 36,497
Stock options granted 52,950 -
(Increase) decrease in:
Prepaid expenses 2,065 (4,000)
Notes receivable 1,850 4,600
Increase (decrease) in:
Accounts payable and accrued
expenses 6,013 (18,282)
---------------------------------
NET CASH (USED IN) OPERATING ACTIVITIES (7,267) (47,908)
---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of stock subscription
receivable - 108
---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common
stock - 32,410
Increase in amount due to officer 5,850 -
---------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,850 32,410
---------------------------------
NET (DECREASE) IN CASH (1,417) (15,390)
CASH AND CASH EQUIVALENTS - BEGINNING 1,773 22,125
---------------------------------
CASH AND CASH EQUIVALENTS - ENDING $ 356 $ 6,735
=================================
<P>
Read accompanying Notes to Financial Statements.
<P>
</TABLE>
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<P>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
<P>
On September 22, 2000, the Company issued 37,187
common shares valued at $4,983 ($.13 per share) for website
development services.
<P>
On September 14, 2000, the Company issued 147,059
common shares valued at $17,500 ($.12 per share) in
partial payment of legal services.
<P>
On August 16, 2000, the Company issued 3,889 common
shares valued at $350 ($.09 per share) for website
development services.
<P>
On August 14, 2000, the Company issued 250,000 common
shares to its vice-president valued at $22,500 ($.09 per
share) for services rendered.
<P>
On April 1, 2000, the Company issued 501,337 common
shares valued at $93,750 ($.19 per share) and granted stock
options valued at $52,950 for marketing and public relations
services.
<P>
On June 22, 1999, the Company issued 488,060 common
shares valued at $297,717 ($.61 per share)for a 4.9%
interest in Citizen's Title Services, Inc. On October 27,
1999, the Company issued an additional 1,526,824 common
shares valued at $294,677 ($.193 per share) for an
additional 5.1% interest in Citizen's Title Services, Inc.
<P>
On May 7, 1999, the Company issued 145,459 common
shares in payment of the amount due to Internet TV
Connector Corp. (a major stockholder) of $111,017.
<P>
On April 12, 1999, the Company issued 203,314 common
shares valued at $30,497 ($.15 per share) for marketing
services.
<P>
On April 9, 1999, the Company issued 25,800 common
shares in payment of accounts payable of $6,900 and website
development services of $6,000.
<P>
Read accompanying Notes to Financial Statements.
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<P>
NOTE 1. ORGANIZATION
------------
<P>
Tidalwave Holdings, Inc. (F/K/A Anderson Computers/Tidalwave
Corp.) was incorporated on April 23, 1996 under the laws of
the State of Florida. The company initially operated as a
reseller of its customized "Tidalwave" brand and other non
"Tidalwave" brand computer products via the Internet. The
Company is now focussing on providing mortgage services via
the Internet. The Company is also looking to acquire
profitable companies as well as to joint venture with other
companies involved in the Internet. The Company's
headquarters is in Fort Lauderdale, Florida.
<P>
On August 15, 2000, the Articles of Incorporation were
amended to change the name of the corporation to Tidalwave
Holdings, Inc.
<P>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
<P>
Basis of Presentation
---------------------
<P>
The accompanying condensed financial statements are
unaudited. These statements have been prepared in
accordance with the rules and regulations of the Securities
and Exchange Commission (SEC). Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of
management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair
presentation have been included. These financial statements
should be read in conjunction with the Company's financial
statements and notes thereto for the year ended March 31,
2000, included in the Company's Form 10-KSB as filed with
the SEC.
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<P>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-------------------------------------------
<P>
Investment in Equity Security
------------------------------
<P>
The investment is classified as an available for sale
security and is reported at fair value, with unrealized
gains and losses included in comprehensive income.
<P>
Loss Per Share
--------------
<P>
Loss per share is computed by dividing net loss for the
period by the weighted average number of shares outstanding.
<P>
Use of Estimates
---------------
<P>
Management uses estimates and assumptions in preparing
financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates
that were assumed in preparing the financial statements.
<P>
NOTE 3.DUE TO OFFICER
--------------
<P>
During the six months ended September 30, 2000, working
capital advances totaling $5,850 were made by the Company's
President. These advances are non-interest bearing and are
expected to be repaid within the next twelve months.
<P>
NOTE 4. CAPITAL STOCK
-------------
<P>
On September 22, 2000, the Company issued 37,187 common
shares valued at $4,983 ($.13 per share) for website
development services.
<P>
On September 14, 2000, the Company issued 147,059 common
shares valued at $17,500 ($.12 per share) in partial payment
of legal services.
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<P>
NOTE 4. CAPITAL STOCK (CONTINUED)
-------------------------
<P>
On August 16, 2000, the Company issued 3,889 common shares
valued at $350 ($.09 per share) for website development
services.
<P>
On August 14, 2000, the Company issued 250,000 common shares
to its vice-president valued at $22,500 ($.09 per share) for
services rendered.
<P>
On April 1, 2000, the Company issued On August 11, 2000,
the Company issued 501,337 common
shares to Wall Street Marketing Group in payment of
services rendered to the Company.
<P>
<P>
Issuances of common stock pursuant to Section 4(2) of the
Securities Act of 1933 might be considered a public offering
in violation of federal securities laws. These issuances
might also have been in violation of certain state
securities laws. If these issuances were public offerings
under federal securities laws or in violation of certain
state securities laws, some of the holders of these
securities might be granted the right to rescind the sale of
shares and demand that the purchase price of the shares be
returned. Common stock was issued to approximately 20 of the
Company's stockholders in offerings that were believed to be
conducted as private placements under Section 4(2) of the
Securities Act of 1933 as amended, and did not require
registration under the federal securities laws. However, due
to the sophistication of the investors in the offering, it
is possible that holders of these securities may allege that
the offering and sale of these securities was not a valid
private placement under Section 4(2) and was not in
accordance with Section 5 of the Securities Act of 1933.
<P>
Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return of the
purchase price of the securities. As of June 30, 2000, if
Section 5 of the Securities Act of 1933 was violated, claims
of approximately $4,500 could be made.
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<P>
NOTE 4. CAPITAL STOCK (CONTINUED)
-------------------------
<P>
The Company may have violated securities laws of several
states in connection with the issuances of common stock.
Similar to the recourse provided under the federal
securities laws, holders of these securities may be able to
make a claim to rescind the sale and demand a return of the
purchase price of the securities. The rescission rights that
may be granted to these holders under state law is not
cumulative to the rights granted under federal law.
Accordingly, if stockholders rescind the sale of the
securities under federal law, they would not have the right
to additional payments under state law.
<P>
The Company is not aware of any pending claims for
rescission and intends to vigorously defend any potential
claims. Nevertheless, it is possible that a claim could be
made by holders of the securities, and if a court were to
hold that the private placement exemption is not available
for the sale of the securities or that the Company violated
state securities laws, the Company could be forced to
rescind the sales requiring significant monetary payments to
the claiming owners. These claims, if successful, could
significantly exceed the Company's cash reserves and may
require the borrowing of funds adversely affecting the
Company's financial condition.
<P>
NOTE 5. STOCK OPTIONS
-------------
<P>
On April 1, 2000, an additional option to purchase 501,337
common shares at an exercise price of $.15 per share was
granted in payment of marketing and public relations
services. These options expire April 1, 2001.
<P>
The Company has adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based
Compensation". The fair value of the option of $52,950 was
estimated on the date of grant using the Black-Scholes pricing model.
<P>
TIDALWAVE HOLDINGS, INC.
(F/K/A ANDERSON COMPUTERS/TIDALWAVE CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<P>
NOTE 6. SUBSEQUENT EVENTS
-----------------
<P>
On October 10, 2000, the Company purchased three mortgage
related websites for $3,500,000 by issuing 25,015,000 common
shares. In conjunction with this purchase, the Company
entered into a joint venture management agreement with a
company to manage the day to day operations of the websites.
The net revenues generated by the sites will be kept by the
management company, however, the Company will receive a fee
for each lead that results in a funded loan.
<P>
On October 27, 2000, the Company finalized an agreement to
purchase all the issued common shares of a merchant
bank/investment mortgage bank by issuing 4 million common
shares and 14,512,500 preferred shares for a total value of
$6,000,000. The Company's articles of incorporation will be
amended to include the authorization of preferred shares.
<P>
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
<P>
TIDALWAVE HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
<P>
Forward-Looking Statements
---------------------------
<P>
Forward-looking statements, based on management's current
views and assumptions, are made throughout the Management's
Discussion and Analysis and elsewhere in this report to stockholders.
These statements are subject to certain risks
and uncertainties that could cause actual results to differ
materially from historical results and those presently
anticipated or projected. Among the factors that may affect
operating results are the following: success of the
Company's change in focus; competitive environment; and
general economic conditions. Our Form 10-KSB for the year
ended March 31, 2000 contains further discussion of these
matters.
<P>
Results of Operations
---------------------
<TABLE>
<S> <C> <C> <C> <C>
Quarter Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
---------------------------------------------
Net Sales $ 97 $ 145 $ 97 $ 266
Cost of Sales 90 137 90 265
Gross Profit 7 8 7 1
Selling, General and
Administrative Expenses 94,510 14,207 209,326 77,385
</TABLE>
<P>
The decrease in sales as well as the decrease in gross
profit was due to the Company shifting its focus from
providing technical computer services and selling computer
products to providing mortgage services via the Internet.
The Company is also aggressively seeking potential
acquisitions as well as to joint venture with other
companies involved in the Internet.
<P>
Selling, general and administrative expenses increased to
$209,326 for the six months ended September 30, 2000 as
compared to $77,385 for the six months ended September 30,
1999. This increase was caused by a combination of factors:
<P>
1) Marketing and public relations costs to increase exposure
to public markets amounting to $146,700 which includes the
value of the stock options granted of $52,950.
<P>
2) A decrease in the amount for accounting and legal fees
rendered of approximately $10,300.
<P>
3) Payment to our vice-president for services rendered of
$22,500.
<P>
4) Elimination of a marketing fee of approximately $30,500
paid to Micro-Doctor in April 1999.
<P>
For the three months ended September 30, 2000, selling,
general and administrative expenses increased to $94,510 as
compared to $14,207 for the three months ended September 30,
1999. This increase was primarily due to marketing and
public relations costs and consulting fees referred to
above.
<P>
Liquidity
---------
<TABLE>
<S> <C> <C>
Six months Ended
September 30,
2000 1999
-----------------------------------
Net Cash Used in Operations $ 7,267 $ 47,908
Working Capital Deficiency 30,646 6,257
</TABLE>
<P>
Net cash flow used in operations decreased from $47,908
during the six months ended September 30, 1999 to $7,267
during the six months ended September 30, 2000. This
decrease was primarily due to the Company financing major
expenses such as marketing and public relations costs
through noncash means. During the six months ended September
30, 2000, the cash flow deficiency was financed by non-interest
bearing advances from the Company's president.
During the six months ended September 30, 1999, the cash
flow deficiency was financed primarily by common stock
issuances.
<P>
The Company had a working capital deficiency of $30,646 as
of September 30, 2000 as compared to a working capital
deficiency of $6,257 as of September 30, 1999. The increase
in working capital deficiency was primarily due to a
decrease in cash with an increase in accounts payable.
<P>
Future Outlook
---------------
<P>
The Company changed its corporate name on August 15, 2000
to Tidalwave Holdings Inc. in order to better reflect its
future direction. The Company is aggressively looking for
profitable companies to acquire as well as to joint venture
and/or partner with over the Internet. As anticipated the
Company now has the following two divisions: a mortgage
division, consisting of mortgage products and title
services, and a computer division run from the Company's
computer division web-site TidalwavePC.com consisting of
computer products, Internet services. Depending on the
nature of the business the Company acquires, joint and/or
partners with the Company may expand in new direction. On
October 27, 2000 the Company acquired 100% of the Common
Stock of First American Mortgage Securities, Inc., a full
service merchant bank/investment mortgage bank which will be
a wholly owned subsidiary of the Company. On October 10,
2000 the Company purchased three mortgage web-sites,
MobileHomeTrader.com, MHLoans.com, and AMSMortgage.com. The
Company will receive fees for each closed loan that
originates from the web-sites though a joint
venture/management agreement that the Company signed on
August 31, 2000 with First American Mortgage Securities,
Inc. On August 23, 2000 the Company signed an exclusive
software distribution deal with intelco Financial Services
Software Company. The Company will begin marketing intelco
Financial Services Software Company's software later this
year through its computer division. On June 22, 1999 and
October 27, 1999, the Company acquired a 4.9% and 5.1%
interest in Citizen's Title Services, Inc., a privately held
fully automated insurance agent in Florida increasing its
minority interest to 10%. With these and other planned
acquisitions through the issuance of common stock and
strategic alliances and joint ventures, we are optimistic
the our Company will be profitable in the near future.
<P>
PART II - OTHER INFORMATION
<P>
Item 1. Legal Proceedings. Not applicable
<P>
Item 2. Changes in Securities.
<P>
On September 29, 2000, the Company filed an S-8 Registration
Statement issuing 147,059 common shares to Richard I. Anslow
in partial payment of legal services.
<P>
Pursuant to an agreement dated September 22, 2000, the Company
issued 37,187 common shares to Cyberlink.com Corp. for website
development services.
<P>
On August 25, 2000, the Company issued 250,000 common
shares to its Vice President, James Baker as a bonus for
services rendered to the Company.
<P>
On August 25, 2000, the Company issued 3,889 common
shares to Michael Gallant for website development services
rendered to the Company.
<P>
On August 24, 2000, the Company issued 6,000,000 shares
and on September 26, 2000 the Company issued an additional
15,015,000 to First American Mortgage Securities, Inc.
pursuant to a Stock Purchase Agreement. Such shares were
returned to the Company on October 10, 2000 as part of an
Amendment to the Stock Purchase Agreement.
<P>
On August 11, 2000, the Company issued 501,337 common
shares to Wall Street Marketing Group Inc. for marketing
and public relations services rendered to the Company.
<P>
No underwriter was involved in the above transactions.
The Company believes that the Securities were issued in
transactions not involving a public offering in reliance
upon an exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended.
<P>
Item 3. Defaults Upon Senior Securities. Not Applicable
<P>
Item 4. Submission of Matters to a Vote of Security Holders.
<P>
On August 21, 1999, a majority of the shareholders of the
registrant executed a resolution authorizing the acquisition
of the website "mobilehometrader.com" from 44 Wall
Street.com, Inc. and the software distribution agreement
with Intelco Financial Services Software Company. No
shareholders meeting was held and no information
statement was distributed in connection with such
meeting.
<P>
Item 5. Other Information. None
<P>
Item 6. Exhibits and Reports of Form 8-K. None
<P>
Exhibit 27 - Financial Date Schedule - Electronic Filing
Only
<P>
SIGNATURES
<P>
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this 10-QSB report to be signed on its behalf by the
undersigned thereunto duly authorized.
<P>
ANDERSON COMPUTERS/TIDALWAVE CORP.
(Registrant)
Date: November 8, 2000 /s/ Leon Kline
----------------------------------
Leon Kline
Chairman and President
<P>
