UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[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 EXCHANGE ACT
For the transition period from _______ to ____________
Commission file number _______________
Bridge Technology, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 59-3065437
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
12601 Monarch Street, Garden Grove, CA 92841
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(Address of principal executive offices)
(714) 891-6508
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(Issuer's telephone number)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date
Common Stock, $0.01 Par Value - 10,853,186 shares as of Sept. 30, 2000
--------------------------------------------------------------------------
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
PART I. FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
Bridge Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
December 31, September 30,
1999 2000
(Audited) (Unaudited)
------------- -------------
<S> <C> <C>
Assets
Current assets:
Cash $ 2,900,029 $ 2,920,520
Accounts receivable less allowance
for doubtful accounts of $112,911
and $122,703 5,793,882 12,250,439
Subscription receivable 75,000 -
Advances to employees 1,200 -
Other receivables 39,082 286,340
Inventory, less provision of $168,101
and $168,101 3,157,433 15,579,172
Due from related party 28,107 40,756
Other current assets 110,284 391,849
------------- -------------
Total current assets 12,105,017 31,469,076
Property and equipment, net 801,881 856,716
Goodwill, net of amortization of $438,983 - 2,745,551
Purchased intangibles 200,000 390,000
Related party receivable 250,000 75,000
Deferred income tax 70,750 66,992
Other assets 105,908 152,181
------------- -------------
Total assets $ 13,533,556 $ 35,755,516
============= =============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,289,936 $ 18,746,071
Accured taxes payable 307,804 257,454
Accrued liabilities 862,506 809,495
Bank loans payable 97,905 2,200,000
Current portion of note payable 150,155 29,627
Loans from related parties - 2,879,909
Other current liabilities 43,405 64,000
------------- -------------
Total current liabilities 6,751,711 24,986,556
Notes payable, less current portion 727,643 847,633
------------- -------------
Total liabilities 7,479,354 25,834,189
------------- -------------
Minority interest 38,552 662,090
Shareholders' equity
Common stock; par value $0.01 per share,
authorized 100,000,000 shares, 10,442,186
shares and 10,853,186 shares outstanding
at December 31, 1999 and Sept. 30, 2000 104,422 108,532
Additional paid-in capital 6,721,852 9,288,159
Treasury stock (2,000) (2,000)
Accumulated deficit (744,415) (75,504)
Accumulated other comprehensive income (64,209) (59,950)
------------- -------------
Total shareholders' equity 6,015,650 9,259,237
------------- -------------
Total liabilities and shareholders' equity $ 13,533,556 $ 35,755,516
============= =============
<FN>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
Bridge Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
<CAPTION>
Three Months Ended Nine Months Ended
------------------------- ---------------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 2000 1999 2000
------------ ------------ ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 9,074,011 $ 28,338,705 $ 25,845,911 $ 75,593,535
Cost of sales 7,684,622 26,022,715 21,540,327 68,175,758
------------ ------------ ------------- -------------
Gross profit 1,389,389 2,315,990 4,305,584 7,417,777
Research and development 80,291 159,656 238,187 563,232
Selling, general and
administrative expense 1,194,743 1,869,196 3,367,960 5,426,770
------------ ------------ ------------- -------------
Income from operations 114,355 287,138 699,437 1,427,775
Other income (expense):
Interest income
(expense), net 8,888 (114,804) 22,476 (272,929)
Other income 31,418 8,051 83,833 122,493
------------- ------------- ------------ -------------
Income before income
taxes 154,661 180,385 805,746 1,277,339
Income taxes provision: 7,277 36,617 251,750 378,099
------------- ------------- ------------ -------------
Net income 147,384 143,768 553,996 899,240
Minority interest 560 (12,141) 560 (230,329)
------------- ------------- ------------ -------------
Net income applicable
to common shares $ 147,944 $ 131,627 $ 554,556 $ 668,911
============= ============= ============ =============
Basic weighted average
number of common
stock outstanding 10,274,577 10,853,186 9,605,281 10,650,529
============= ============= ============ =============
Basic earnings per
share $ 0.01 $ 0.01 $ 0.06 $ 0.06
============= ============= ============ =============
Diluted weighted
average number of
common stock
outstanding 11,697,107 11,219,176 11,027,811 11,016,519
============= ============= ============ =============
Diluted income per
share $ 0.01 $ 0.01 $ 0.05 $ 0.06
============= ============= ============ =============
Comprehensive income
and its components
consist of the
following:
Net income $ 147,944 $ 131,627 $ 554,556 $ 668,911
Foreign currency
translation
adjustment, net
of tax (32,025) (765) (15,404) 4,259
------------- ------------- ------------- ------------
Comprehensive
income $ 115,919 $ 130,862 $ 539,152 $ 673,170
============= ============= ============= ============
<FN>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
Bridge Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
Nine Months Ended
--------------------------
Sept. 30, Sept. 30,
1999 2000
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 554,556 $ 668,911
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Depreciation and amortization 137,498 583,476
Provision for doubtful accounts 6,235 9,792
Stock in exchange for services - 3,666
Minority interest 49,440 230,329
Increase (decrease) from changes in operating
assets and liabilities:
Trade receivables 1,165,304 (2,161,803)
Inventory (582,883) (1,419,215)
Other receivables 103,624 (153,547)
Advances to employees 27,500 1,200
Prepaid and other assets 23,684 (290,701)
Related party receivable (300,000) 175,000
Other assets 154,571 (46,274)
Accounts payable (441,173) 34,001
Accrued liabilities (636,773) (221,562)
Other liabilities 21,074 (128,996)
Payable to employee (41,161) -
Due from other shareholders of CMS - (936,810)
Due from related party 13,869 (12,649)
----------- ------------
Net cash provided by (used in) operating activities 255,365 (3,665,182)
----------- ------------
Cash flows from investing activities
Purchase of property, plant and equipment (366,548) (126,690)
Purchased intangibles (200,000) -
Acquisition of CMS, net of cash acquired - (5,293,164)
----------- ------------
Net cash used in investing activities (566,548) (5,419,854)
----------- ------------
Cash flows from financing activities
Proceeds from loans payable - 2,588,215
Repayments on loans payable (324,611) (486,659)
Proceeds from issuance of common stock 1,390,000 -
Proceeds from exercise of warrants - 36,750
Proceeds from related party loans - 2,900,000
Repayments of related party loans - (250,000)
Stock subscription collected 25,000 4,316,645
Stock repurchase (2,000) -
----------- -----------
Net cash provided by financing activities 1,088,389 9,104,951
----------- -----------
Effect of exchange rate changes on cash (15,406) 576
----------- -----------
Net increase in cash and cash equivalents 761,800 20,491
Cash and cash equivalents, beginning of period 2,115,727 2,900,029
------------ ------------
Cash and cash equivalents, end of period $ 2,877,527 $ 2,920,520
============ ============
Supplemental information
Cash paid during the year for:
Interest $ 32,735 $ 296,614
Income taxes 138,291 127,232
------------ ------------
Supplemental disclosure of non-cash activities:
In October 1999, the Company issued 50,000 warrants to a public relations firm
in exchange for public relations services starting from November 1, 1999 to
April 30, 2000. Accordingly, an expense of $3,666 on a pro rata basic was
recognized and included as a general and administrative expense.
In May 2000, the Company acquired five patents, including design and tooling
from an unrelated entity for $190,000, in exchange for 40,000 shares of common
stock at market price of $4.75 per share.
In May 2000, the Company exercised an option to acquire the remaining 30%
interest in CMS Technology Limited (CMS) in exchange for 360,000 shares of the
Company's common stock at a market price of $6.50 per share. The acquisition
was effective May 15, 2000. The fair market value of 30% interest of CMS
amounted to $1,824,050. Consequently the Company recognized goodwill of
$515,950, which will be amortized over a five-year period on a straight line
basis.
<FN>
See accompanying summary of accounting policies and notes to consolidated
financial statements.
</TABLE>
<PAGE>
Bridge Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Organization and Business
-------------------------
Bridge Technology, Inc. (the Company) was organized under the law of the
State of Nevada on April 15, 1969. Starting from April 1997, the Company
registered to do business in the State of California and is primarily engaged
in development and distribution of various hardware, software, and peripheral
products used in computer systems and sales to value added resellers and
system integrators. The Company started to enter into wireless internet
business in 1999.
The Company has the following subsidiarsies:
Ownership
---------
Bridge R&D, Inc. 100% Established on June 1, 1997
Newcorp Technology Ltd. (in Japan) 100% Merged on November 1, 1997
PTI Enclosures, Inc. 100% Merged on December 14, 1998
Newcorp Technology, Inc. (USA) 100% Established on March 23, 1999
Pacific Bridge Net 80% Established on August 16, 1999
Autec Power Systems, Inc. 100% Merged on December 1, 1999
CMS Technology Ltd. 90% Acquired on January 3, 2000 (60%)
Acquired on May 15, 2000 (30%)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB
and Article 10 of Regulation S-X. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for fair presentation have been included. Operating
results for the nine months periods ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1999.
Note 2. Income Taxes
As of December 31, 1999, for federal income tax purposes, the Company
had approximately $180,000 in net operating loss carryforwards expiring
through 2018. Additionally, one of the subsidiaries of the Company has net
operating loss carryforwards, not included above, which are separate return
year losses in the amount of approximately $77,000 and will begin to expire in
2008. The annual utilization of the operating loss carryforward
may be significantly limited due to the adverse resolution, if any, with
respect to the loss carryover provisions of Internal Revenue Code
Section 382 in connection with certain stock issuances by the Company.
<PAGE>
Note 3. Shareholders' Equity
In January 2000, a key employee of the Company exercised 10,000 warrants with
an exercise price of $3.50 per share in exchange for 10,000 shares of common
stock. The Company accordingly received proceeds of $35,000 from the
employee.
In April 2000, an employee of the Company exercised 1,000 warrants with an
exercise price of $1.75 per share in exchange for 1,000 shares of common
stock. The Company accordingly received proceeds of $1,750 from the employee.
In May 2000, the Company acquired five patents, including design and tooling
from an unrelated entity for $190,000, in exchange for 40,000 shares of common
stock at market price of $4.75 per share.
In May 2000, the Company exercised an option to acquire the remaining 30%
interest in CMS Technology Limited (CMS) in exchange for 360,000 shares of the
Company's common stock at a market price of $6.50 per share.
Note 4. Acquisition of CMS Technology Limited
In December 1999, the Company entered into an acquisition agreement with CMS
Technology Limited (CMS), a related party company incorporated under the laws
of Hong Kong Special Adminstrative Region, to acquire 60% equity interest for
cash of $6 million subject to a valuation report that will be performed by a
third party appraisal firm. Funding of acquisition has been obtained from the
following sources: $2.9 million from the Company's related parties, and $1.55
million from the Company's line of credit. The remaining $1.55 million was
financed from the Company's working capital.
The acquisition was effective January 3, 2000. The acquisition transaction
was accounted for under the purchase method. The fair market value of 60%
equity interst in CMS Technology Limited amounted to $3,331,416, consequently,
the Company recognized goodwill of $2,668,584, which will be amortized over a
five year period on a straght line basis.
At the same time, a director and shareholder of the Company acquired 10% of
equity interest in CMS. In accordance with the acquisition agreement, the
Company has an option to acquire the remaining 30% of equity interest in CMS
in exchange for 360,000 of the Company's common stock.
In May 2000, the Company exercised the option to acquire the remaining 30%
interest in CMS Technology Limited (CMS) in exchange for 360,000 shares of the
Company's common stock at a market price of $6.50 per share. The acquisition
was effective May 15, 2000. The fair market value of 30% interest of CMS
amounted to $1,824,050. Consequently the Company recognized additional
goodwill of $515,950, which will be amortized over a five-year period on a
straight line basis.
The Company recognized an amortization charge of $159,227 for the three months
ended September 30, 2000 and $438,984 for the nine months ended September 30,
2000.
Note 5. Commitments
In April 2000, the Company increased its revolving line of credit facility to
an aggregate amount of principal not to exceed $3,000,000.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Except for historical information contained herein, the matters set
forth in this report are forward-looking statements within the meaning
of the "Safe Harbor" provisions of the Private Securities Litigation Act
of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially. The
Company disclaims any obligations to update these forward-looking
statements.
Results of Operations for the Three Months Ended September 30, 2000 as
Compared to the Three Months Ended September 30, 1999
---------------------------------------------------------------------------
Net sales of $28,338,705 for the three months ended Sept. 30, 2000
increased by $19,264,694 (212%) over net sales of $9,074,011 for the
same period of 1999. This increase was due primarily to the inclusion of CMS
Technology Limited revenue for the period ended September 30, 2000.
Gross profit for the three months ended September 30, 2000 was $2,315,990, a
67% increase when compared to $1,389,389 the three months ended September 30,
1999, reflecting higher volume of revenue attributed to the inclusion of CMS
Technology Limited for the period ended September 30, 2000. Gross profit as a
percentage of net sales declined from 15.3% for the three months ended
September 30, 1999 to 8.2% for the three months ended September 30, 2000. The
decrease is principally due to lower margin of CMS Technology Limited.
Research and development expenses increased by $79,365 to $159,656 in the
three months ended September 30, 2000, compared to $80,291 for the three
months ended September 30, 1999. This represents a 99% increase and is due to
Autec investing extra resources to develop improved products.
Selling, general and administrative expenses increased by $674,453 to
$1,869,196 in the three months ended September 30, 2000 compared to $1,194,743
for the three months ended September 30, 1999. Part of the increase can be
attributed to a goodwill amortization charge of $159,227 included in selling,
general and administrative expenses in the three months ended September 30,
2000 as a result of the acquisition of CMS Technology Limited. As a
percentage of revenue, these expenses decreased from 13% in the three months
ended September 30, 1999 to 6.6% in the three months ended September 30, 2000.
The decline is largely due to the inclusion of CMS Technology Limited for the
three months ended September 30, 2000 and lower selling, general and
administrative expenses relative to revenue for the three months ended
September 30, 2000 compared to the same period in 1999.
Operating results increased from income of $114,355 in the three months ended
September 30, 1999 to income of $287,138 in the three months ended September
30, 2000. The increase principally reflects the lower selling, general and
administrative expenses relative to revenue. Income from operations as a
percentage of revenue decreased from a 1.3% in the three months ended
September 30, 1999 to 1.0% in the three months ended September 30, 2000.
Net interest declined $123,692 from interest income of $8,888 in the three
months ended September 30, 1999 to interest expense of $114,804 in the three
months ended September 30, 2000. Other income decreased from $31,418 in the
three months ended September 30, 1999 to the $8,051 in the three months ended
September 30, 2000.
<PAGE>
Net income decreased from $147,944 or $0.01 per share for the three months
ended September 30, 1999 to $131,627 or $0.01 per share on a higher number of
shares outstanding for the three months ended September 30, 2000.
Results of Operations for the Nine Months ended September 30, 2000 as
Compared to the Nine Months Ended September 30, 1999
---------------------------------------------------------------------------
Net Sales of $75,593,535 for the nine months ended September 30, 2000
increased by $49,747,624 (192%) over net sales of $25,845,911 for the
same period of 1999. The increase was due primarily to the inclusion of CMS
Technology Limited revenue for the period ended September 30, 2000.
Gross Profit for nine months ended September 30, 2000 was $7,417,777
a 72% increase when compared to $4,305,584 for the nine months ended
September 30, 1999, reflecting higher volume of revenue attributed to the
inclusion of CMS Technology Limited for the period ended September 30, 2000.
Gross Profit as a percentage of net sales declined from 17% for the nine
months ended September 30, 1999 to 10% for the nine months ended September 30,
2000. The decrease is principally due to lower margin of CMS Technology
Limited.
Research and development expenses increased by $325,045 to $563,232 in the
nine months ended September 30, 2000, compared to $238,187 for the nine months
ended September 30, 1999. This represents a 136% increase and is due to Autec
investing extra resources to develop improved products.
Selling, general and administrative expenses increased by $2,058,810
to $5,426,770 in the nine months ended September 30, 2000 compared to
$3,367,960 for the nine months ended September 30, 1999. Part of the increase
can be attributed to a goodwill amortization charge of $438,984 included in
selling, general and administrative expenses in the nine months ended
September 30, 2000 as a result of the acquisition of CMS Technology Limited.
As a percentage of revenue, these expenses decreased from 13% in the nine
months ended September 30, 1999 to 7.2% in the nine months ended September 30,
2000. The decline is largely due to the inclusion of CMS Technology Limited
for the nine months ended September 30, 2000 and lower selling, general and
administrative expenses relative to revenue for the nine months ended
September 30, 2000 compared to the same period in 1999.
Operating results increased from income of $699,437 in the nine
months ended September 30, 1999 to income of $1,427,775 in the nine
months ended September 30, 2000. The increase principally reflects the lower
selling, general and administrative expenses relative to revenue. Income from
operations as a percentage of revenue decreased from a 2.7% in the nine months
ended September 30, 1999 to 1.9% in the nine months ended September 30, 2000.
Net interest declined $295,405 from interest income of $22,476 in the nine
months ended September 30, 1999 to interest expense of $272,929 in the nine
months ended September 30, 2000. Other income increased from $83,833 in
the nine months ended September 30, 1999 to the $122,493 for the nine months
ended September 30, 2000.
Net income increased $554,556 or $0.06 per share for the nine months ended
September 30 ,1999 to net income of $668,911 or $0.06 per share on a high
number of shares outstanding for the nine months ended September 30, 2000.
<PAGE>
Liquidity and Capital Resources
-------------------------------
Since current management acquired control of the Company in early 1997, the
Company has financed its operations with internally generated cash and with
the private placement of its securities totaling in excess of $2,600,000 to a
limited number of accredited investors with knowledge of the Company's
operations and plans to expand.
The Company's capital requirements have been and will continue to be
significant and its cash and cash equivalents have been sufficient to cover
its cash flow form operations. At September 30, 2000, the Company had working
capital of $6,482,520 and cash of $2,920,520 compared to a working capital of
$5,353,306 and cash of $2,900,029 at December 31, 1999. Since restarting
operations, the Company has satisfied its working capital requirements with
cash generated through operations and the issuance of equity securities, and
obtaining working capital bank loans.
Net cash used in operating activities in the nine months ended
September 30, 2000 was $3,665,182 as compared to $255,365 provided by
operating activities in the nine months ended September 30, 1999, the
difference is mainly due to increase in accounts receivable, and an increase
in inventory.
Net cash used in investing activities in the nine months ended
September 30, 1999 was $566,548 for the purchase of fixed assets and
intangible assets in Japan, as compared to $126,690 for the purchase
of fixed assets in the nine months ended September 30, 2000. The acquisition
of CMS Technology Limited accounted for $5,293,164 cash used for the
acquisition, net of cash acquired.
Net cash provided by financing activities in the nine months
ended September 30, 1999 was $1,088,389 as compared to $9,104,951 in
the nine months ended September 30, 2000. The change is attributable to the
fact that in the first nine months of 1999 there was only one private
placement of $1,390,000 as opposed to an increase in proceeds from loans and
proceeds from related party in the first nine months of 2000.
The Company believes that it can fund the growth of its core business with
internally generated cash flow in addition to substantial cash receipts from
the private sale of its common stock.
Effects of Inflation
--------------------
The Company believes that inflation has not had a material effect on its
net sales and results of operations.
Effects of Fluctuation in Foreign Exchange Rates
------------------------------------------------
The Company continues to buy products and services from foreign
suppliers. The Company contracts for such products and services denominated
by U.S. dollars, thus eliminating the possible effect of currency
fluctuations. The Company's wholly-owned subsidiary, Newcorp Technology
(Japan), was subject to such currency fluctuations and subsequently suffered
losses due mainly to the decline of Japanese yen from 106 Yen/dollar to
present rate of 138.29 Yen/dollar. The Company's newly acquired subsidiary,
CMS Technology Limited, is subject to foreign currency fluctuation. However,
the fluctuation is immaterial.
<PAGE>
PART II. OTHER INFORMATION
----------------------------
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings either against the Company or against third
parties.
ITEM 2. CHANGES IN SECURITIES
In January 2000, a key employee of the Company exercised 10,000 warrants with
an exercise price of $3.50 per share in exchange for 10,000 shares of common
stock. The Company accordingly received proceeds of $35,000 from the
employee.
In April 2000, an employee of the Company exercised 1,000 warrants with an
exercise price of $1.75 per share in exchange for 1,000 shares of common
stock. The Company accordingly received proceeds of $1,750 from the employee.
In May 2000, the Company acquired five patents, including design and tooling
from an unrelated entity for $190,000, in exchange for 40,000 shares of common
stock at market price of $4.75 per share.
In May 2000, the Company exercised an option to acquire the remaining 30%
interest in CMS Technology Limited (CMS) in exchange for 360,000 shares of the
Company's common stock at a market price of $6.50 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There are no defaults upon senior securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There are no matters submitted to a vote of security holders.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There are no exhibits and reports on Form 8-K.
<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.
Bridge Technology, Inc.
-----------------------------
(Registrant)
Date: November 14, 2000 Winston Gu
------------------- -----------------------------
Winston Gu, CEO
Date: November 14, 2000 John T. Gauthier
------------------- -----------------------------
John T. Gauthier, CFO
Date: November 14, 2000 John Harwer
------------------- -----------------------------
John Harwer, President
Date: November 14, 2000 James Djen
------------------- -----------------------------
James Djen, Managing Director
