Senior Retirement Community 10QSB 2000
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB
ANY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Nine Months ended Sept 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ___ to ___
Commission file number 333-45419
Senior Retirement Communities, Inc.
Louisiana 72-1394159
(State or other jurisdiction of incorporation) I.R..S. I D
or organization)
507 Trenton Street, West Monroe, Louisiana 71291
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(318) 323-2115
Securities registered pursuant to Section 12 (b) of the Act:
First Mortgage Bonds $9,000,000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such report) and (2) has subject to such filing
requirements for the past ninety (90) days.
Yes___X___ No__________
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of the Form 10-KSB ____
Revenues for fiscal year 2000 - $ 1,041,195
Number of share outstanding of each of the registrant's class of common shares
and preferred shares, as of Sept 30, 2000
Common Shares 16,588,200 par value $.10 per share:
Preferred shares 425,000 par value $1.00 per share:
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Included by reference Prospectus dated June 23, 1998, I, II, III (2)
Included by reference 10-KSB dated December 31, 1999 I, II
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SENIOR RETIREMENT COMMUNITIES, INC.
Form 10-QSB
INDEX
Senior Retirement Communities, Inc.
Form 10-QSB
TABLE OF CONTENTS
Part 1: Financial Information
Item 1. Financial Statements (Unaudited)
Balance Sheet as of Sept 30, 2000 (unaudited)
Statements of Income for the Nine Months ended
Sept 30, 2000 (unaudited) and Nine Months ended
Sept 30, 1999 (unaudited)
Statement of Retained Earnings for the Nine Months
Sept 30, 2000 (unaudited) and Sept 30, 1999
(unaudited)
Statements of Cash Flows for the Nine Months ended
Sept 30, 2000 and Sept 30, 1999 (unaudited).
Notes to Financial Statements
Item 2. Management Discussion and Analyses of Financial
Conditions and Results of Operations.
Part II: Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Other Matters
Item 7. Exhibits and reports on Form 8-K
Item 1. Financial Statements (Unaudited)
SENIOR RETIREMENT COMMUNITIES, INC.
FINANCIAL STATEMENT
September 30, 2000
Senior Retirement Communities, Inc.
Financial Statement
September 30, 2000
Table of Contents
Page
FINANCIAL STATEMENTS:
Report 1
Balance Sheet 2
Statement of Income 4
Statement of Retained Earnings 5
Statement of Cash Flows 6
Notes to Financial Statements 8
Senior Retirement Communities, Inc
To the Board of Directors and Shareholders
Senior Retirement Communities, Inc.
West Monroe, Louisiana
The accompanying balance sheet of Senior Retirement Communities, Inc. as of
September 30, 2000 and the related statement of income, retained earnings
and cash flows for the Three and Nine Months ended Sept 30, 2000 and 1999,
were prepared internally from the books and records of Senior Retirement
Communities, Inc. These financial statements were not audited or reviewed.
Joanne Caldwell-Bayles
/S/ Joanne M. Caldwell-Bayles
President, Senior Retirement Communities, Inc.
November 14, 2000
507 Trenton Street West Monroe, LA 71291 318 323 2115 FAX 318 323 6281
Senior Retirement Communities, Inc.
Balance Sheet
September 30, 2000
ASSETS
Current assets:
Cash $ 65,054
Escrow cash 9,999
Sinking fund cash 294
Prepaid Insurance 5,436
Total current assets 80,783
Property, plant
and equipment
Buildings 8,174,788
Furniture and fixtures 148,554
Land 1,508,820
9,832,162
Less: Accumulated depreciation 371,284
Net property and equipment 9,460,878
$ 9,541,661
See accompanying notes.
Senior Retirement Communities, Inc. -3-
Balance Sheet
September 30, 2000
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and
accrued expenses $ 33,207
Current Maturities of Bonds 555,000
588,207
Long-term debt:
Bonds payable 8,073,722
Other liabilities:
Due to stockholders
and affiliates 1,134,099
Stockholders Equity
Common stock, No par value,
90,000,000 shares
authorized, 16,588,200 shares
issued and outstanding 1,658,820
Preferred stock, $ 1 par value,
20,000,000 shares authorized,
425,000 shares issued
and outstanding 425,000
Retained earnings (deficit) (2,338,187)
Total stockholders equity (254,367)
$ 9,541,661
See accompanying notes.
Senior Retirement Communities, Inc.
Statements of Income
For the Three and Nine Months ended September 30,2000 and
Three and Nine Months ended September 30,1999
Three Nine Three Nine
Months Months Months Months
2000 20000 1999 1999
Revenues $ 388,423 $1,041,195 $ 256,301 $ 433,395
Expenses
Accounting 12,000 36,000 17,822 38,822
Activities 1,164 3,375 798 2,651
Advertising 1,742 20,309 13,548 34,680
Automobile 127 233 296 3,800
Bank Charges 73 462 137 472
Bond Agent Fees 0 125 48,272 58,902
Cable Expense 0 0 0 46
Carpet Cleaning 86 246 9 855
Casual labor 88 776 0 1,026
Construction 0 0 3,000 3,000
Consulting 600 5,300 1,000 26,000
Decorations 759 1,344 873 2,043
Depreciation 54,690 164,070 54,689 137,611
Dues & subscripts. 339 1,299 325 1,287
Employee Incentives 883 2,436 2,185 3,450
Employee Screening 715 2,429 1,999 4,726
Employee training 0 0 (1,200) 15
Equipment rental 2,600 7,089 1,914 2,864
Food Costs 35,293 87,405 24,107 44,364
Gloves 471 1,343 238 428
Housekeeping 2,423 5,561 1,989 3,926
Insurance 27,783 79,272 6,704 22,584
Interest 232,015 672,729 168,814 519,664
Kitchen supplies 732 1,038 862 968
Laundry 651 1,857 394 609
Lawn Care 3,783 11,582 3,966 7,379
Licenses & permits 495 1,446 1,370 2,034
Light Bulbs 337 501 98 112
Linens 0 66 19 31
Management Fees 26,117 71,161 19,797 35,991
Miscellaneous 40 409 170 981
Office 759 759 170 506
Office Supplies 0 3,220 861 4,044
Paper Goods 445 2,407 289 989
Payroll Expenses 212,955 548,551 183,847 333,923
Pest Control 494 2,139 1,076 2,031
Pet Supplies 87 371 185 579
Postage & Delivery 1,464 2,772 861 2,272
Printing 2,816 9,828 2,208 10,454
Professional fees 1,169 13,114 80 230
Promotion 1,395 4,342 3,070 5,787
Rental Bonus 1,213 2,013 2,500 3,200
Repairs 2,970 8,235 3,488 8,278
Resident Gifts 228 575 93 426
Taxes (40) 39,534 (1) 1,536
Telephone 3,685 10,053 3,863 11,122
Training & Education 537 815 785 1,607
Travel & Entertain 2,161 5,119 1,904 7,231
Uniforms 627 1,536 1,236 1,503
Utilities 33,647 93,459 25,892 61,260
Van Expense 4,783 15,306 2,671 8,179
Waste Removal 508 2,234 1,030 2,464
Wellness 40 228 52 306
Total Expenses 677,947 1,946,474 610,355 1,429,248
Net Income (Loss) $(289,524)$(905,279) $ ( 354,054)$(995,853)
Earnings (Loss) Per
Share $ (.02) $(.06) $(.02) $ (.05)
See accompanying notes
Senior Retirement Communities, Inc.
Statement of Retained Earnings ( Deficit )
For the Three and Nine Months ended September 30,2000 and
Three and Nine Months ended September 30,1999
Three Nine Three Nine
Months Months Months Months
2000 2000 1999 1999
Beginning
retained earnings $(2,048,663) $(1,432,908) $( 710,207) $ ( 59,908)
Net income (loss) ( 289,524) ( 905,279) ( 354,054) ( 995,853)
dividends paid 0 ( 4,250) ( 12,750)
Ending retained
earnings
(deficit) $(2,338,187) $(2,338,187) $(1,068,511) $(1,068,511)
See accompanying notes.
Senior Retirement Communities, Inc.
Statement of Cash Flows
For the Three and Nine Months ended September 30,2000 and
Three and Nine Months ended September 30,1999
Three Nine Three Nine
Months Month Month Months
2000 2000 1999 1999
Cash flows from operating
activities:
Revenues received $ 388,423 $ 1,041,195 $ 256,301 $ 433,395
Cash paid to suppliers
& employees ( 624,268) (1,786,741) (539,650) (1,230,886)
Net cash provided (used)
by operations ( 235,845) ( 745,546) (283,349) ( 797,491)
Cash flows from
investing activities
Additions of Equipment and
Buildings ( 5,462) ( 22,279) ( 2,354)(1,778,650)
Payment of deferred
charges 0 0 0 ( 154,750)
Net cash provided
by (applied to)
Investing activities ( 5,462) ( 22,279) ( 2,354)(1,933,400)
Cash flows from
financing activities
Interim construction loans 0 0 0 (1,002,535)
Issuance of bonds 0 0 34,750 2,629,280
Payment of bonds ( 180,295) ( 617,017) ( 189,586)( 429,336)
Accrual of bond interest 195,191 574,519 0 0
Payment of Preferred dividends 0 0 (4,250)( 12,750)
Loans from stockholders
and affiliates 162,453 262,024 (51,345) 420,414
Issuance of stock 0 0 160,000 410,000
Net cash provided by
(applied to)
financing activities 177,349 219,526 (50,431) 2,015,073
Net increase (decrease)
in cash ( 63,958) ( 548,299) (336,134) ( 715,818)
Cash at the beginning
of the period 139,305 623,646 956,899 1,336,583
Cash at the end of
the period 75,347 75,347 620,765 620,765
See accompanying notes
Senior Retirement Communities, Inc.
Statement of Cash Flows
Reconciliation of net income to net cash provided by operations:
For the Three and Nine Months ended September 30,2000 and
Three and Nine Months ended September 30,1999
Three Nine Three Nine
Months Month Month Months
2000 20000 1999 1999
Net income (loss) from
operations $(289,524) $ (905,279) $ (354,054) $( 995,853)
Adjustments to reconcile
net income to cash
Provided by operations
Depreciation 54,690 164,070 54,689 137,611
Amortization of deferred 5,054 15,162 2,527 7,581
Decrease (Increase) in
prepaid expenses 5,897 (5,436) 0 4,125
Increase (Decrease) in
accrued expenses (11,962) (14,063) 13,489 49,045
Net cash provided
(used) by
Operations $ (235,845) $(745,546) $(283,349) $( 797,491)
See accompanying notes.
Note 1 - Summary of Significant Accounting Policies
Nature of Business
The Company is a Louisiana corporation established to develop assisted
living Centers and dementia facilities for the housing and care of senior
citizens in Ruston, Bossier City and Shreveport, Louisiana.
Basis of Accounting
The Company uses the accrual basis of accounting and a calendar
Year for all reporting purposes.
Income Taxes
The company is treated as a corporation for federal income tax purposes.
Property, Buildings, Equipment, and Depreciation
Buildings and equipment are stated at cost and are to be depreciated by the
straight- line method over their estimated economic lives. Buildings include
capitalized construction period interest which will be treated as a component
cost of the building and depreciated over the same economic life as the
building.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affects certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Advertising
The Company follows the policy of charging the costs of advertising to
expense as incurred.
Deferred Charges
Deferred charges represents the costs associated with obtaining long- term
financing for the care facilities of the Company. These costs are to be
amortized over the life of the bonds using the effective interest rate method.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-QSB and Article 10 of Regulations
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In managements opinion, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
unaudited interim financial statements have been included. Operating results for
interim periods reflected are not necessarily indicative of the results that may
be expected for a full fiscal year. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Companys Form 10-KSB.
Certain reclassifications have been made to previously reported amounts to
conform with the current presentation.
Note 2 Related Party Transactions
Due to stockholders and affiliates consist of amounts advanced by
stockholders and other related entities. This amount accrues interest at the
current market rate.
Note 3 Preferred Stock
The Preferred Stock issued accrues dividends at the rate of four percent
per year for each of the first two years, then six percent per year for the next
two years then at eight percent per year for the final two years. The Preferred
Stock is callable at the Companys option and shall be redeemed at the end of
the sixth year, if still outstanding. The preferred shareholders have an option
to purchase common stock at a twenty percent discount at any time within eight
years of the Preferred stock issue dates, if the Company issues additional
common stock through a public offering.
Note 4 Bonds Payable
On June 23, 1998, the Companys issue of $ 9,000,000 of bonds became
effective. These bonds are the permanent financing for the projects reflected in
this financial statement.
These bonds have varying interest rates from 7.5 percent per annum to 11
percent per annum. The maturity of these bonds is from one to twenty years.
Bonds payable on the balance sheet reflects the accrued interest due and is
reflected net after the deferred charges incurred is issuing and selling the
bonds.
During the Nine Months ended September 30, 2000, the Company incurred
$ 672,729 of interest expense all of which has been charged to operations.
The company has drawn down the bond reserve accounts and applied the proceeds
to the bonded indebtedness. As of September 30, 2000, approximately $ 300,000
of bond payments which were due have not been paid.
OVERVIEW
General
Senior Retirement Communities, Inc. (the "Company" or SRC) was organized as
a Corporation under the laws of the State of Louisiana on September 10, 1997.
The Corporate charter has been amended twice, once on November 6, 1997and then
again on June 17, 1999. The Company is in the business of developing and owning
housing for seniors. SRC primary interests are in the Development of Assisted
Living Facilities ("ALFs"). ALF's contain one or more facilities for seniors who
are independent, require some assistance or suffer from Dementia. Dementia units
are primarily for the support of individuals suffering from Alzheimers and
related disorders.
Independent Living
Independent Living facilities are anticipated to make up a small amount of the
Company's business. It is anticipated as the Independent Living group of seniors
age, they will convert to Assisted Living within the community thereby reducing
their impact upon the communities. The Company has maintained excess land in
each of the communities in order to meet the demands of seniors, no matter which
direction senior care evolves.
Assisted Living
Assisted Living will make up the largest impact upon The Company's success.
Assisted Living continues to evolve with State and Federal interest in this form
of Senior Care. It is anticipated that political pressure will continue to grow,
because of the impact that Assisted Living is having on other forms of senior
care. In Louisiana the Nursing Home industry, which has strong political support
in the Louisiana Legislature, has introduced a bill, which would have a negative
impact upon the industry. SRC along with other Assisted Living Communities are
aware of the proposed legislation. It the Company's intent to resist these
efforts.
Dementia
Independent Dementia facilities are fairly new in Louisiana. The Company has
built the first independent Dementia facility in Bossier City and Shreveport,
Louisiana. It used as a model the Terrace located in West Monroe, Louisiana
which was built by an affiliate of the Company. It is anticipated that Dementia
facilities will have a growing impact on the company success. The same political
pressures discussed above will also impact dementia.
Employees
The Company has sixty full time and nine part time employees in three locations
in north Louisiana. It is anticipated as occupancy increases the number of
employees will increase.
Source of Business
The Company's business is designed to provide secure, comfortable, and healthy
living environment for seniors with disposal income of approximately $25,000
and up, between the age of 72 and up and in the case of Independent Living
and Dementia younger.
Method of Operation
The Company's ALFs are managed by The Forsythe Group, Inc. (Forsythe)
which is owned by Joanne M. Caldwell-Bayles, President of the Company. The ALF
management staff consists of five individuals includes MS. Bayles. Two members
of the staff have Master's degrees in Gerontology. They have over 20 years of
experience in Hospitals, Nursing Homes, and Assisted Living industry. They have
direct management responsibility for each Administrator of each ALF.
The Forsythe ALF management staff has central purchasing, payroll, accounts
payable, menu planning and programming. All menus are planned with the
assistance with a registered dietitian.
Administrators are required to meet the standards set forth in the new
regulations. Employees are required to submit to drug testing before employment
as well as during employment. All employees are required to submit to a
background check by the State Police before employment.
Competition
ALFs are under ever growing competition for the senior market. Competition
is coming from additional ALFs being built in each market and Nursing home
upgrading and expansion. In Addition government regulation will continue to
increase. The one area in which competition remains at a reasonable pace is in
the area of independent Dementia units. While many ALFs are including Dementia
units it has not grown in the Company's markets as much as traditional ALFs.
Property Environmental
The Company's ALFs are all in compliance with all environmental laws.
Prior to building each site was inspected and an environmental engineer studied
pass history. Each site was not subject to any environmental problems.
Properties and Methods of Financing
As of September 20, 2000 the Company had three ("ALFs")open for business.
The Ruston ALF contains 36 Assisted/Independent and 15 Terrace units as
result of increase demand for Alzheimers facilities in the area and an
increase in competition in Assisted Living facilities. As of
September 30, 2000 the Assisted/Independent units were 71% occupied and the
Terrace was 40% occupied.
The Bossier City facility has The Arbor of Bossier consisting of 36
assisted living facility and The Terrace of Bossier 24-unit Dementia facility.
As of Sept. 30, 2000 the assisted living units was 55% occupied. The Terrace
was 21% occupied.
Competition in the Shreveport-Bossier market is fierce because of over
building. The Arbor is competing well, while the Terrace is slow in
reaching its target occupancy. We anticipate our strong marketing efforts
will be successful in reaching stabilized occupancy with the two year
target ending March 2001.
The Company entered into a letter agreement to convert the Terrace
of Bossier into a rehab unit. This agreement was cancelled. The Company
continues to discuss the conversion with other interested parties.
The final facility is The Terrace of Shreveport located in Shreveport,
Louisiana consisting of a 24 unit Dementia facility.The Shreveport facility
opened for business on January 22, 1999. The occupancy of the Terrace on Sept
30, 2000 was 67%. It is anticipated that the dementia residence of the Tarrace
will be transfered to Shreveport when the rehab unit in Bossier opens. The
Terrace is slow in reaching its target occupancy. We anticipate our strong
marketing efforts will be successful in reaching stabilized occupancy
with the two-year target ending March 2001, which is six months behind
anticipated schedule.
Major changes in Financial Conditions
The major change in financial condition between September 30 and June 30,
2000 were as follows: Current assets consisted primarily of cash in the
amount of $ 75,347. Cash is restricted as follows: $ 294 to fund bond reserve
accounts and $9,999 is restricted to pay Operating Fund Payments. Reader is
encouraged to read page 13 of the Prospectus. Property, Plant, and Equipment
decreased from $9,510,306 as of June 30, 2000 to $9,460,878 as of September 30,
2000. The decrease is the result of depreciation on the facilities located
at Ruston, Bossier City and Shreveport, Louisiana. Total current liabilities
decreased from $ 600,168 as of June 30, 2000 to $ 508,207 as of September 30,
2000.Long-term debt increased from $ 8,053,973 as of June 30, 2000 to
$ 8,073,722 as of September 30, 2000 due to the accrual of the interest due on
the bonds payable. Liabilities due stockholders and affiliates increased
from $ 971,646 as of June 30, 2000 to $ 1,134,099 as of September 30, 2000.
Total Stockholders Equity decreased from $ 35,157 as of June 30, 2000 to a
deficit of $ 254,367 as of September 30, 2000. The decrease is the result of
the net operating loss incurred for the quarter.
Liquidity and Financial Position
The Company receives significant operating funds from its affiliate The Forsythe
Group, Inc. through short-term loans. The ability of The Forsythe Group to
continue to make available loans is necessary for the continuing success of the
company. If future conditions would create problems in Forsythes ability to
advance funds to the Company, the Company's future success would be in doubt.
The Company has not paid it bond obligations of approximately $300,000 due
August 1, 2000 on the Bossier and Shreveport Facilities. Forsythe has not been
able to provide the necessary funds to make those payments. Forsythe continues
to attempt to obtain the necessary funds to provide to the Company in order to
make the bond payments which are due.
Part II: Other Information
Item 3. Legal Proceedings
The Company is not involved in any material legal
proceedings at this time
Item 2. Changes in Securities. 16
None
Item 3. Defaults Upon Senior Securities 16
None
Item 4. Submission of Matters to a Vote of Security Holders 16
None
Item 5. Other Information 16
Forward- Looking Statements:
Statements that are not historical facts, including statements about (I)
operating profits or losses as those discussed in results of operations; (II)
Impact of political decisions and new laws from the State and Federal
Government. The Company wishes to caution the reader that factors below, along
with the factors set forth in the Company's June 30, 2000 form 10QSB, September
30, 2000 form 10 QSB, and the prospectus along with the Company's other
documents filed with the SEC, have affected and could affect the Company's
actual results causing results to differ materially from those in any
forward-looking statement. These factors include: the acceptance of the Assisted
Living Concept by each of the communities in which they are located, increased
competition in each of the communities, economic outlook whether the economy
improves or slips into recession, technological changes in dealing with seniors,
change in government regulation, the success of strategic decisions to improve
financial performance, the ability of the Company to contain cost, and the
continued increase in the market acceptance of ALFs.
Item 6. Other Matters 16
Item 7. Exhibits and reports on Form 8-K 16
Pursuant to the requirements of Section 13 or 15 (d) 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, in the City of West
Monroe, State of Louisiana, on May 2, 2000.
Senior Retirement Communities, Inc.
/s/Joanne M. Caldwell-Bayles
--------------------------
By: Joanne M. Caldwell-Bayles
date: November 14, 2000 President, Finance and
Treasurer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on August 2, 2000.
Signature Title
/s/ Joanne M. Caldwell-Bayles
Joanne M. Caldwell-Bayles Chairperson of the Board,
Chief Executive Officer, President,
Finance and Treasurer - Director
Date: November 14, 2000
SUMMATION OF 10QSB
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF SENIOR RETIREMENT COMMUNITIES, INC. AUDITED FINANICIAL
STATEMENT DATED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
ASSETS
September 30, September 30,
2000 1999
TOTAL CURRENT ASSETS $ 80,783 $ 620,765
LAND , PROPERTY, PLANT,
EQUIPMENT 9,460,878 10,258,203
TOTAL ASSETS $ 9,541,661 $ 10,878,968
LIABILITY & STOCKHOLDERS EQUITY
CURRENT LIABILITIES $ 588,207 $ 52,420
OTHER LIABILITIES 1,134,099 844,631
LONG TERM DEBT 8,073,722 8,966,608
STOCKHOLDERS EQUITY (254,367) 1,015,309
TOTAL LIABILITIES &
STOCKHOLDERS EQUITY $ 9,541,661 $ 10,878,968
INFORMATION SET FORTH IN THIS SCHEDULE DOES NOT CONTAIN ALL OF
THE INFORMATION NECESSARY AND SHOULD BE READ IN CONJUNCTION WITH THE
COMPLETE UNAUDITED FINANCIAL STATEMENT DATED SEPTEMBER 30, 2000 INCLUDING
FOOTNOTES.
