U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-83351
BRONZE MARKETING, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0578370
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
426 South 1000 East, Salt Lake City, Utah 84106
(Address of principal executive offices)
(801) 537-1257
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (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 report(s), YES [X] NO [ ]
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of $.001 par value common shares outstanding at March 31, 2000:
1,000,000
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2000
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
CONTENTS
PAGE
Accountants' Review Report 1
Unaudited Condensed Balance Sheets,
March 31, 2000 and December 31, 1999 2
Unaudited Condensed Statements of Operations,
for the three months ended March 31, 2000
and 1999 and from inception on May 1, 1997
through March 31, 2000 3
Unaudited Condensed Statements of Cash Flows,
for the three months ended March 31, 2000 and
1999 and from inception on May 1, 1997 through
March 31, 2000 4
Notes to Unaudited Condensed Financial
Statements 5 - 9
<PAGE>
ACCOUNTANTS' REVIEW REPORT
Board of Directors
BRONZE MARKETING, INC.
Salt Lake City, Utah
We have reviewed the accompanying condensed balance sheet of
Bronze Marketing, Inc. [a development stage company] as of March
31, 2000 and the related condensed statements of operations and
cash flows for the three months ended March 31, 2000 and for the
period from inception on May 1, 1997 through March 31, 2000.
These financial statements are the responsibility of the
Company's management. All information included in these financial
statements is the representation of management of Bronze
Marketing, Inc..
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed financial
statements reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that Bronze Marketing, Inc. will continue as a going concern. As
discussed in Note 5 to the financial statements, Bronze
Marketing, Inc. has incurred losses since its inception and has
not yet been successful in establishing profitable operations,
raising substantial doubt about its ability to continue as a
going concern. Management's plans in regards to these matters
are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
May 5, 2000
Salt Lake City, Utah
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited - See Accountants' Review Report]
ASSETS
March 31, December 31,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 10,098 $ 10,128
Inventory on consignment 23,450 23,450
___________ ___________
Total Current Assets $ 33,548 $ 33,578
___________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable - related party $ 1,650 $ 790
Advances from shareholders 22,800 22,800
___________ ___________
Total Current Liabilities 24,450 23,590
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
1,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
24,000,000 shares authorized,
1,050,000 shares issued and
outstanding 1,050 1,050
Capital in excess of par value 51,926 51,926
Deficit accumulated during the
development stage (43,878) (42,988)
___________ ___________
Total Stockholders' Equity 9,098 9,988
___________ ___________
$ 33,548 $ 33,578
___________ ___________
Note: The balance sheet at December 31, 1999 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
financial statements.
2
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited - See Accountants' Review Report]
From
For the Three Inception on
Months Ended May 1, 1997,
March 31, Through
_______________________ March 31,
2000 1999 2000
___________ __________ ___________
REVENUE:
Sales royalties $ - $ - $ 2,079
___________ __________ ___________
Total Revenue - - 2,079
EXPENSES:
General and administrative 890 67 23,252
Bad debt expense - related
party - - 25,860
___________ __________ ___________
Total Expenses 890 67 49,112
___________ __________ ___________
INCOME (LOSS) FROM OPERATIONS (890) (67) (47,033)
OTHER INCOME:
Interest income -
related party - 630 3,821
___________ __________ ___________
INCOME (LOSS) BEFORE
INCOME TAXES (890) 563 (43,212)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
___________ __________ ___________
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE
CHANGE IN ACCOUNTING
PRINCIPLE (890) 563 (43,212)
CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING
PRINCIPLE - - (666)
__________ __________ ___________
NET INCOME (LOSS) $ (890) $ 563 $ (43,878)
__________ __________ ___________
INCOME (LOSS) PER COMMON SHARE:
Continuing operations $ (.00) $ .00 $ (.04)
Cumulative effect of change
in accounting principle (.00) - (.00)
__________ __________ ___________
Net Income (Loss) Per Common
Share $ (.00) $ .00 $ (.04)
__________ __________ ___________
The accompanying notes are an integral part of these unaudited
financial statements.
3
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
For the Three From Inception
Months Ended on May 1,
March 31, 1997 Through
___________________ March 31,
2000 1999 2000
_________ _________ _________
Cash Flows From Operating Activities:
Net loss $ (890) $ 563 $ (43,878)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Bad debt expense - related party - - 25,860
Effect of change in accounting
principle - - 666
Amortization expense - 49 334
Change in assets and liabilities:
(Increase) in interest receivable
- related party - (630) (3,821)
Increase in accounts payable 860 - 1,650
_________ _________ _________
Net Cash (Used) by Operating Activities (30) (18) (19,189)
_________ _________ _________
Cash Flows From Investing Activities:
Payment of organization costs - - (1,000)
(Increase) in note receivable
- related party - - (36,489)
(Increase) in advance receivable
- related party - - (9,000)
_________ _________ _________
Net Cash (Used) by Investing
Activities - - (46,489)
_________ _________ _________
Cash Flows From Financing Activities:
Proceeds from common stock issuance - - 57,900
Proceeds from advances from shareholders - - 22,800
Stock offering costs - - (4,924)
_________ _________ _________
Net Cash Provided by Financing
Activities - - 75,776
_________ _________ _________
Net Increase (Decrease) in Cash (30) (18) 10,098
Cash at Beginning of Period 10,128 24 -
_________ _________ _________
Cash at End of Period $10,098 $ 6 $ 10,098
_________ _________ _________
Supplemental Disclosures of Cash
Flow Information:
Cash paid during the periods for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing
and Financing Activities:
For the three months ended March 31, 2000:
None.
For the three months ended March 31, 1999:
None
The accompanying notes are an integral part of these unaudited
financial statements.
4
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Bronze Marketing, Inc. (the Company) was organized
under the laws of the State of Nevada on May 1, 1997. The Company
initially engaged in the business of providing inventory
financing to facilitate the marketing of bronze artwork and
sculptures created by a relative of the Company's President. The
Company received royalties from the sale of the inventory.
However, during 1999 the Company restructured its business plans
and currently is attempting to market its inventory of bronze
artwork and sculptures. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company
and other relevant factors. The Company has not generated
significant revenues and is considered a development stage
company as defined in Statement of Financial Accounting Standards
(SFAS) No. 7.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at March
31, 2000 and 1999 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1999 audited financial
statements. The results of operations for the periods ended
March 31, 2000 are not necessarily indicative of the operating
results for the full year.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, amounted to $1,000 and were
expensed in accordance with Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities".
Revenue Recognition - The Company recognizes revenue from
royalties in the period when the underlying sales take place.
Revenue from sales are recognized upon delivery of the product.
Inventory - Inventory is carried at the lower of cost or market
using the First In, First Out method. [See Note 2]
Loss Per Share - The Company computes loss per share in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 128 "Earnings Per Share," which requires the Company
to present basic earnings per share and dilutive earning per
share when the effect is dilutive. [See Note 7]
Income Taxes - The Company accounts for income taxes in
accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes." This statement requires an
asset and liability approach for accounting for income taxes.
Cash and Cash Equivalents - For purposes of the financial
statements, the Company considers all highly liquid debt
investments purchased with a maturity of three months or less to
be cash equivalents.
5
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
NOTE 2 - INVENTORY
At March 31, 2000 and December 31, 1999, inventory consisted of
finished bronze sculptures valued at $23,450, acquired from a
relative of the President of the Company [See Note 6]. The
inventory is held on consignment by an art gallery and the
Sculptor in the states of Utah and New York.
NOTE 3 - CAPITAL STOCK AND WARRANTS
Common Stock - During May 1997, in connection with its
organization, the Company issued 900,000 shares of its previously
authorized, but unissued common stock. Total proceeds from the
sale of stock amounted to $5,400 (or $.006 per share).
Public Offering of Common Stock - During 1997 the Company made a
public offering of 100,000 shares of its previously authorized,
but unissued common stock. This offering was exempt from
registration with the Securities and Exchange Commission under
Rule 504 of Regulation D as promulgated under the Securities Act
of 1933, as amended. The offering price of $.35 per share was
arbitrarily determined by the Company. The offering was managed
by the Company without any underwriter. The shares were offered
and sold by an officer of the Company, who received no sales
commissions or other compensation in connection with the
offering, except for reimbursement of expenses actually incurred
on behalf of the Company in connection with the offering. Total
proceeds from the sale of stock amounted to $35,000. The Company
incurred stock offering costs of $4,924 in connection with the
stock offering. The stock offering costs have been netted
against the proceeds of the public stock offering as a reduction
to capital in excess of par value.
During December 1999, the Company issued 50,000 shares of its
previously authorized, but unissued common stock. Total proceeds
from the sale of stock amounted to $17,500 (or $.35 per share.)
6
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK AND WARRANTS [Continued]
Preferred Stock - The Company has authorized 1,000,000 shares of
preferred stock, $.001 par value, with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
March 31, 2000.
Common Stock Warrants Offering -. During 1999 the Company
declared a dividend of 1,000,000 warrants to purchase common
stock ("the warrants") to shareholders of record as of October
27, 1999. The Company filed a registration statement with the
United States Securities and Exchange Commission on Form SB-2
under the Securities Act of 1933 to register the shares of common
stock underlying the warrants. Each warrant allows the holder to
acquire one share of common stock at $1.00 per share. The
warrants are exercisable at any time until June 30, 2002. The
Company may redeem all or a portion of the warrants, at $.01 per
warrant, at any time upon 30 days' prior written notice to the
warrant holders.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to provide
a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss
or tax credit carryforwards. The Company has available at March
31, 2000, an operating loss carryforward of approximately
$17,500, which may be applied against future taxable income and
which expires in various years through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforward for income tax purposes is dependent,
in part, upon the tax laws in effect, the future earnings of the
Company, and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the
realization of the loss carryforward the Company has established
a valuation allowance equal to the amount of the loss
carryforward and, therefore, no deferred tax asset has been
recognized for the loss carryforward. The net deferred tax asset
is approximately $6,000 as of March 31, 2000, with an offsetting
valuation allowance at March 31, 2000 of the same amount. The
change in the valuation allowance for the three months ended
March 31, 2000 is approximately $400.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, and
has not yet been successful in establishing profitable
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans and/or through
additional sales of its common stock. There is no assurance that
the Company will be successful in raising this additional capital
or in achieving profitable operations. The financial statements
do not include any adjustments that might result from the outcome
of these uncertainties.
7
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to its officers and directors as the services
provided by them to date have only been nominal.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use her office as a mailing address, as needed, at no
expense to the Company.
Advances From Shareholders - At March 31, 2000, shareholders of
the Company had advanced a total of $22,800 to the Company. The
advances are due upon demand and do not accrue interest.
Note Receivable/Advances - The Company had entered into an
arrangement with a relative of the Company's President, who is a
freelance artist and who has an inventory of original bronze
sculptures which are being re-produced and marketed in limited
editions. The Company raised capital to provide financing to
produce limited edition bronze sculptures which were placed in
art studios and galleries on consignment. Upon the ultimate sale
of the sculptures the Company was to receive the casting costs
plus an amount from 3 to 7 percent of the underlying sales
proceeds depending upon the level of sales achieved. During
1997, the Company received royalty payments of $2,079 based on
sales.
On January 1, 1998, the above marketing arrangement was amended
to include the conversion of the advances to a note receivable
for $36,489. Specific sculptures were also identified as
collateral for the note. The note matures on January 1, 2000 but
provided for payments as specific sculptures were sold. The note
also provided for interest at 7% per annum. Interest income of
$3,821 was earned on the note receivable through September 1,
1999.
During 1998 the Company made additional advances for the
production of sculptures totaling $9,000 The advances were made
to an entity owned by a relative of the Company's President. No
interest has been accrued on the additional advances. No
payments were received on the advances.
On September 1, 1999, the Company entered into an agreement with
a relative of the Company's President which supercedes and amends
the above agreements. The terms of the new agreement provides for
the Company to take ownership of the remaining sculpture
inventory as payment in full on the advances, notes receivable
and accrued interest, which totaled $49,310. The inventory was
valued at $23,450 by the Company, which took into account the
carry-over basis of the inventory and expected future realization
of the inventory [See Note 2]. The excess of $25,860 was
recorded as bad debt expense.
8
<PAGE>
BRONZE MARKETING, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing earnings
(loss) per share and the weighted average number of shares of
common stock outstanding for the periods presented:
For the Three From Inception
Months Ended on May 1,
March 31, 1997 Through
____________________ March 31,
2000 1999 2000
_________ _________ _________
Earnings (loss) from
continuing operations
available to common
shareholders (numerator) $ (890) $ 563 $ (43,212)
_________ _________ _________
Cumulative effect of change
in accounting principle
(numerator) $ - $ - $ (666)
_________ _________ _________
Weighted average number of
common shares outstanding
during the period used in
loss per share (denominator) 1,000,000 1,000,000 994,468
_________ _________ _________
Dilutive earnings (loss) per share was not presented, as the
Company had no common equivalent shares for all periods presented
that would affect the computation of diluted loss per share.
At March 31, 2000, the Company had 1,000,000 outstanding common
stock purchase warrants which were not used in the loss per share
computation because their effect would be anti-dilutive.
During 1999, the Company adopted Statement of Position 98-5 and
accordingly expensed its remaining organization costs of $666.
This has been reflected as a cumulative effect of change in
accounting principle.
9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
See attached.
ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS
The Company was incorporated May 1, 1997. Upon inception, the Company
issued 900,000 shares of common stock to its founding stockholders. On May
22, 1997, the Company commenced a public offering of up to 100,000 shares of
its common stock, in reliance upon Rule 504 of Regulation D, promulgated by
the U.S. Securities & Exchange Commission under the Securities Act of 1933.
The offering closed in July, 1997. The Company sold 100,000 shares,
increasing the total issued and outstanding common stock to 1,000,000 shares.
In July, 1999, the Company filed a registration statement on Form SB-2 with
the U.S. Securities & Exchange Commission under the Securities Act of 1933, to
register the distribution and exercise of warrants. This registration
statement was declared effective on October 27, 1999. At that time the
Company became subject to the information requirements of the Securities
Exchange Act of 1934. Accordingly, the Company will file annual and quarterly
reports and other information with the Commission, starting with this report
on Form 10-QSB. No securities have yet been sold pursuant to the offering.
PLAN OF OPERATIONS.
Bronze Marketing was incorporated on May 1, 1997, has not generated
significant revenues from operations and is still considered a development
stage company. Management's plan of operation for the next twelve months is to
use any funds received from exercise of warrants to provide financing for the
creation of additional works of art and increased marketing exposure of the
artworks, and also to provide general working capital during the next twelve
months. There are no specific capital commitments and the timing of
expenditures will depend upon the receipt of additional funds from warrant
exercise or elsewhere, none of which is assured. Cash flows will also depend
upon the timing of sale of the artwork, which is also not assured, and receipt
of the proceeds from these sales. There were no sales royalties generated or
received during 1998 or 1999, because there have not been any sales of the
existing artwork. As a result, Bronze Marketing took ownership of the
remaining sculpture inventory as payment in full of the advances, notes
receivable and accrued interest owed to it, which totaled $49,310 at June 30,
1999. If necessary to provide liquidity, management may auction or
liquidate the existing inventory of sculptures in which Bronze Marketing has
acquired an interest through online auctioning of the pieces using Internet
sites that feature online auctions of sculptures and other art. Management
believes this will allow Bronze Marketing to liquidate the existing inventory
as promptly as possible, if that becomes necessary. Management believes the
existing inventory can be auctioned for half or more of its retail value, and
has discounted the inventory on the books to $23,450 or half its retail value.
As soon as possible after Bronze Marketing receives the proceeds from these
sales and/or receives additional funds from warrant exercise, management will
use the funds to pay for the casting cost of additional limited edition
copies, but only of those sculptures which management and the artist believe
have the best market potential, based on indications of interest received.
Management believes that with the additional funding it could receive from
warrant exercise in this offering, Bronze Marketing could provide sufficient
financing for more copies of artwork to be made and placed on consignment to
increase marketing exposure. Management is hopeful that increased marketing
exposure will result in increases in sales sufficient to generate enough
revenue to Bronze Marketing to become profitable. However, we are not assured
of this nor do we know how much may be raised from warrant exercise, because
we do not know if all or any minimum number of the warrants will be exercised.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) See Part I, Item 1 (financial statements) and Item 2 (management's
discussion) for financial information and a discussion regarding
use of proceeds.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRONZE MARKETING, INC.
Date: May 12, 2000 by: /s/ Heather Hamby
Heather Hamby, President & Director
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<ALLOWANCES> 0
<INVENTORY> 23,450
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0
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