--------------------------------------------------------------------------------
Tim Harrington
PRESIDENT
2701 N. Rocky Point Dr., Suite 200 Tampa Florida 33607
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
24843 Del Prado, #318
Dana Point, CA 92629
(949) 248-9561
fax (949) 248-1688
--------------------------------------------------------------------------------
FORM 10-Q-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 2000
Commission File Number: 0-26699
Reliant Interactive Media Corp.
formerly Reliant Corporation
Nevada 87-0411941
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
2701 N. Rocky Point Dr., Suite 200, Tampa, Florida 33607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 282-1717
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 7,358,821
Yes [X] No [ ] (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 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.)
As of September 30, 2000 the number of shares outstanding of the Registrant's
Common Stock was 7,358,821.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are the following
financial statements:
--------------------------------------------------------------------------------
Exhibit FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
00QF-3 Un-Audited Financial Statements for the three and nine months ended
September 30, 2000
--------------------------------------------------------------------------------
1
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS. We are in the zone of
marginal profitability, but have only limited capital resources. While revenues
are increasing, it may be necessary for us to seek additional capital over time
to optimize the accomplishment of our business plan. The following disclosure
treats our interim funding for the year now past, and our plans and arrangements
for future funding. Without regard to whether current revenues might be
sufficient to maintain liquidity, new projects must be undertaken to generate
future revenues. Every media-marketing project has a useful life, some longer or
shorter than others, but all eventually run their course. We do not consider it
prudent to be passive about generating new projects, and we have determined that
significant new funds are highly desirable, and possibly necessary to
aggressively approach operations in the first half of year 2001.
We have sufficient working capital to continue operations for the next
twelve months. However, much of our buisness relies upon the purchase of media
and inventory in advance of sales. At the present time we are having to rely on
financing media and inventory at a relatively high cost in order to maximize our
profitability.
SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT
Our product development/marketing department is our most vital component.
Kevin and Tim Harrington, along with Mel Arthur, actively participate on a daily
basis in the ongoing effort to research and develop new products that may be
suited for direct response television marketing and subsequent marketing through
non-infomercial distribution channels. This group develops new product ideas
from a variety of sources, including inventors, suppliers, trade shows, industry
conferences, strategic alliances with manufacturing and consumer product
companies and our ongoing review of new developments within its targeted product
categories. As a result of management's prominence in the infomercial and retail
television industry, it also receives unsolicited new product proposals from
independent third parties. During the evaluation phase of product development,
we evaluate the suitability of the product for television demonstration and
explanation as well as the anticipated perceived value of the product to
consumers, determines whether an adequate and timely supply of the product can
be obtained and analyzes whether the estimated profitability of the product
satisfies our criteria.
We are devoting attention to the development and products specifically
targeted at markets outside of North America. We will review its infomercial
library on an ongoing basis to select those products which it believes will be
successful in Europe and/or Asia and/or its other international markets. When a
product which was initially sold domestically is selected for international
distribution, the infomercial is dubbed and product literature is created in the
appropriate foreign languages. In addition, a review of the product's and the
infomercial's compliance with the local laws completed. Our licensed distributor
then begins airing the infomercial internationally. We also air shows and
distributes products of other independent domestic infomercial companies.
We obtain the rights to new products created by third parties through
various licensing arrangements generally involving royalties related to sales of
the product. The amount of the royalty is negotiated and generally depends upon
the level of involvement of the third party in the development and marketing of
the product. We generally pay the smallest royalty to a third party that only
2
<PAGE>
provides a product concept. A somewhat higher royalty is paid to a third party
that has fully developed and manufactured a product. We also obtain the rights
to sell products which have already been developed, manufactured and marketed
through infomercials produced by other companies. In such cases, we generally
pay a higher royalty rate to the third party because of the relatively small
amount of our resources required to develop the product. We generally seek
exclusive worldwide rights to all products in all means of distribution. In some
cases, we do not obtain all marketing and distribution rights, but seek to
receive a royalty on sales made by the licensor pursuant to the rights retained
by the licensor.
EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The comparison of the three months and nine months ended September 30, 2000,
1999, is first presented in tablular form (selected financial information:
please see financial statements). This comparison shows general modest
improvement in current operations.
The Remainder of this Page is Intentionally left Blank
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THIRD QUARTER . . . . . . THREE MONTHS NINE MONTHS
COMPARISONS 2000, 1999
Operations. July 1 to Sept 30 Jan 1 to Sept 30
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------
Net Sales . . . . . . . . $ 22,135,701 $ 5,918,342 $ 61,071,511 $ 9,155,832
Cost of Sales . . . . . . -17,724,136 -3,818,734 -49,674,503 -5,705,879
Gross Profit . . . . . . 4,411,565 2,099,608 11,397,008 3,449,953
Depreciation. . . . . . . -5,727 -2,676 -15,939 -8,028
General & Administrative. -2,554,964 -1,087,208 -6,503,215 -3,383,571
Selling and Marketing . . -1,102,256 -585,515 -3,244,268 -860,510
Royalties . . . . . . . . -347,473 0 -746,284 0
Rent. . . . . . . . . . . -27,285 -15,205 -117,598 -45,157
Total Expenses . . . . . (4,037,705) (1,690,604) (10,627,304) (4,297,266)
Income (Loss):
Operations. . . . . . . 373,860 409,004 769,704 (847,313)
Interest Expense. . . . . -26,040 -12,450 -42,162 -32,511
Interest Income . . . . . 376 261 2,321 356
Income (Loss)
Other. . . . . . . . . . (25,664) (12,189) (39,841) (32,155)
Income/(Loss) before. . . 348,196 396,815 729,863 (879,468)
Income Taxes
Income Taxes. . . . . . . 196,193 0 196,193 0
Net Income (Loss) . . . . 152,003 396,815 533,670 (879,468)
</TABLE>
The continuous trend toward profitiability has been sustained. While
profitability has been achieved, the margin of profitability is not so
substantial as to give lasting comfort to our management. We have not yet
approached our potential profitability in the opinion of management. We have not
achieved a sufficient momentum of successes to assure future profitability. One
very successful program may defer the expenses of several failures. The number
of attempts is therefore material to the probability of significant improvement
in the ultimate margin of profitability. This analysis leads to conclusion that
we will require supplemental capital to maintain and increase the number of its
projects, in order to continue our improvement beyond its present marginal
profitability, or that we will have to find ways to increase its margin of
profitability. We have had some successes and some failures in the nine moths of
year 2000.
It may be useful to compar the three quarters and nine monthe of year 2000,
and the year ended December 31, 1999.
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
THREE QUARTER/NINE MONTH/ONE YEAR COMPARISONS 2000, 2000, 1999 Year ended
Operations. . . . . . . . . . . . . . . . . . Three Quarteres, 2000 Nine December
Months 31,
1st. 2nd, 3rd 2000 1999
--------------------------------------------------------------------------------------------------------------
Net Sales. . . . . . . . $ 20,131,204 $ 18,804,606 $ 22,135,701 $ 61,071,511 $21,442,009
Cost of Sales. . . . . . . -16,345,755 -15,604,612 -17,724,136 . -49,674,503 666,540
Gross Profit. . . . . . 3,785,449 3,199,994 4,411,565 11,397,008 22,108,549
Depreciation . . . . . . -4,485 -5,727 -5,727 -15,939 13,834
General & Administrative . -1,938,293 -2,009,958 -2,554,964 -6,503,215 64,967
Selling and Marketing. . -1,473,979 -668,033 -1,102,256 -3,244,268 4,536,760
Royalties. . . . . . . -214,615 -184,196 -347,473 . -746,284 2,083,433
Rent . . . . . . . . . -32,212 -58,101 -27,285 . -117,598 287,724
Total Expenses. . . . (3,663,584) (2,926,015) (4,037,705) (10,627,304) 6,986,718
Income (Loss):
Operations . . . . 121,865 273,979 373,860 769,704 0
Interest Expense . . . -12,067 -4,055 -26,040 -42,162 -37,377
Other Income . . . . .. 170 1,775 376 2,321 524
Income (Loss)
Other . . . . . . . . (11,897) (2,280) (25,664) (39,841) (36,853)
Income/(Loss) before
Income Taxes . . . . . 109,968 271,699 348,196 729,863 (36,853)
Income Taxes . . . . .. 0 0 196,193 196,193 0
Net Income (Loss . . .. 109,968 271,699 152,003 533,670 (36,853)
Income from operations has continued to improve, quarter by quarter.
Interest expense has reduced total profitability for the third most recent
quarter. We have also arrived at a level of profitability where income taxes
become a factor in the final result. Otherwise, and in general, we have reached
a plateau of marginal profitability, but have not yet acheived the level of
growth we had expected.
During the fist nine moths of 2000, sales continued to grow and have now
tripled the total for the previous year. Each quarters results come from
projects in place, led by those developed in the previous quarters. Much of this
growth has been generated from sales from the computer related infomercials that
are changed periodically to reflect technological advances. While a majority of
our revenues are relfected in computer sales, the margin of profitablity on
these sales is not as high as other traditional consumer products sold via
infomercials.
Product sales are expected to increase in direct proportion to our ability
to acquire media time to promote them. Promotional advertising drives sales in
our business. It is for this reason that increasing revenues do not provide
assurance that markets have been saturated with as much advertising as would be
5
<PAGE>
productive. For this reason, additional capital, whether or not necessary for
fundamental survival, is desired and important for optimum growth. Management is
of the opinion that additional internal capital would relieve the burden of
debt service and materially improve profitability.
Cost of goods sold included the total cost of acquiring actual products for
resale and costs and expenses related to sales. Returns and allowances are
deducted from sales.
It follows that a mature analysis requires the cautionary statement, that
there is no assurance that we will achieve substantially greater profitability,
and that to do so, we must expand our operations with more projects (some of
which may succeed, some may not); and to expand operations, we must augment our
capital resources.
Management believes that revenues and growth will continue to increase,
but to achieve the continued growth of our business, advertising, promotional
and production expenses will remain significant. While the upside potential from
successful infomercial marketing is tremendous, the risk of failure is always
present. Some of the projects may fail, or all may fail. If some are successful,
the success may offset the losses from others significantly or may not.
Accordingly, there can be no assurance that substantial profitability will be
sustained in the next twelve months in proportion to the rate of growth achieved
by this quarterly comparison.
There can be no assurance that we will be successful in raising capital
through private placements or otherwise. Even if we are successful in raising
capital through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our current shareholders. Additional equity financing could be dilutive to our
then existing shareholders, and any debt financing could involve restrictive
covenants with respect to future capital raising activities and other financial
and operational matters.
Please see Part II, Item 5 for information concerning the probable
acquisition of Reliant Interactive Media Corp. (us) by TeleServices Internet
Group, Inc. ("TSIG") (OTCBB:TSIG)
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. There are no proceedings, legal, enforcement or
administrative, pending, threatened or anticipated involving or affecting this
Issuer, except as disclosed herein. We had been named as a defendant in
California state court action seeking damages for rent based upon an oral
lease/agreement. Management has cross-complained against certain third parties
believed to be responsible. Management has settled the claim against it for the
nominal sum of $4,750. As of this date our cross-complaint is still pending. As
of this date, this matter is not deemed to have any material impact upon us or
our financial condition.
We have been named as one of the co-defendants in Federal District Court in
New Jersey in a class action suite seeking damages against our company,
Systemax, Inc., Microtek Lab, Inc., Microsoft Network (MSN) and Canon Business
Machines, Inc. for claims in regards to claims that certain representations were
made in connection with the sales of a bundled computer system with various
rebates provided by the various manufacturers. The defendants have joined to
aggresively defend this action, but at this point no answers have been filed in
the proceedings.
ITEM 2. CHANGE IN SECURITIES. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None
ITEM 5. OTHER INFORMATION. The Company has entered into an agreement and Plan
of Reorganization (Agreement) with TeelSErvices Internet Group, Inc. (TSIG). As
part of the Agreement, The Company will transfger its assets, liabilities and
6
<PAGE>
business operations to AsSeenOnTVpc.com, Inc (ASOT) in exchange for shares of
stock of this private company. TSIG would then acquire 100% of the stock of ASOT
in exchange for shares of TSIG common Stock. An Information Statement on Form
14C was filed October 5, 2000 and is incorporated herein by reference.
The Agreement has received approval by majority shareholder action,
pursuant to the laws of Nevada. Our Directors have determined to delay the
closing because (1) certain conditions precedent to closing have not been met by
TSIG; and (2) certain previously undisclosed matters, that would be
determinative of whether or not Reliant would proceed to a closing, are yet
being evaluated by Reliant. TSIG was notified of this delay on November 16,
2000.
ITEM 6. REPORTS ON FORM 8-K. None
EXHIBIT INDEX: Financial Statements
--------------------------------------------------------------------------------
Exhibit FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
00QF-3 Un-Audited Financial Statements for the three and nine months ended
September 30, 2000
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000 has been signed below
by the following persons on behalf of the Registrant and in the capacity and on
the date indicated.
Dated: November 17, 2000
RELIANT INTERACTIVE MEDIA CORP.
formerly Reliant Corporation
by
/s/Kevin Harrington /s/Tim Harrington
Kevin Harrington Tim Harrington
chairman and ceo/director president and coo/director
/s/Mel Arthcu /s/Karl E. Rodriguez
Mel Arthur Karl E. Rodriguez
executive vice president/director secretary/director
7
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 00FQ-3
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
8
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
9
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2000 1999
(Unaudited)
--------------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents (Note 1) $ 21,629 $ 26,404
Restricted cash (Note 1) 1,718,763 983,795
Accounts receivable - net (Note 1) 23,476 0
Receivables - other (Note 4) 1,874,305 800,076
Inventory (Note 1) 120,837 57,762
Employee advances 17,960 10,923
Prepaid expenses 699,418 229,128
-------------- ----------------
Total Current Assets 4,476,388 2,108,088
-------------- ----------------
PROPERTY AND EQUIPMENT (Note 1)
Machinery and equipment 36,625 36,625
Office furniture and equipment 45,292 45,292
Leasehold improvements 37,239 0
-------------- ----------------
Total Property and Equipment 119,156 81,917
Less: Accumulated depreciation (40,031) (24,092)
-------------- ----------------
Net Property and Equipment 79,125 57,825
-------------- ----------------
OTHER ASSETS
Deferred stock offering costs (Note 1) 50,000 50,000
Deposits and other assets 86,934 12,773
Prepaid advertising (Note 1) 1,117,884 607,166
Patent costs 0 26,668
-------------- ----------------
Total Other Assets 1,254,818 696,607
-------------- ----------------
TOTAL ASSETS $ 5,810,331 $ 2,862,520
============== ================
10
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2000 1999
(Unaudited)
--------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 1,349,525 $ 944,926
Accrued expenses 96,238 166,793
Income taxes payable (Note 1) 196,193 0
Allowance for sales returns (Note 1) 447,626 462,677
Notes payable-current portion (Note 7) 679,092 112,439
Notes payable-related parties (Note 6) 360,156 360,156
Line of credit (Note 8) 0 132,148
--------------- --------------
Total Liabilities 3,128,830 2,179,139
--------------- --------------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY
Common stock: 50,000,000 shares authorized of $0.001
par value, 7,358,821 and 6,310,271 shares issued
and outstanding, respectively 7,359 6,310
Additional paid-in capital 4,708,450 3,245,049
Accumulated deficit (2,034,308) (2,567,978)
--------------- --------------
Total Stockholders' Equity 2,681,501 683,381
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,810,331 $ 2,862,520
================================================================================
11
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2000 1999 2000 1999
--------------------------------------------------------------------------------
NET SALES $ 22,135,701 $ 5,918,342 $ 61,071,511 $ 9,155,832
COST OF SALES 17,724,136 3,818,734 49,674,503 5,705,879
-----------------------------------------------------
GROSS PROFIT 4,411,565 2,099,608 11,397,008 3,449,953
-----------------------------------------------------
OPERATING EXPENSES
Depreciation 5,727 2,676 15,939 8,028
General and administrative 2,554,964 1,087,208 6,503,215 3,383,571
Selling and marketing 1,102,256 585,515 3,244,268 860,510
Royalties 347,473 0 746,284 0
Rent 27,285 15,205 117,598 45,157
-----------------------------------------------------
Total Operating Expenses 4,037,705 1,690,604 10,627,304 4,297,266
-----------------------------------------------------
OPERATING INCOME (LOSS) 373,860 409,004 769,704 (847,313)
-----------------------------------------------------
OTHER INCOME (EXPENSES)
Interest expense (26,040) (12,450) (42,162) (32,511)
Interest income 376 261 2,321 356
-----------------------------------------------------
Total Other Income (Expenses) (25,664) (12,189) (39,841) (32,155)
-----------------------------------------------------
INCOME (LOSS) BEFORE
INCOME TAXES 348,196 396,815 729,863 (879,468)
-----------------------------------------------------
INCOME TAXES 196,193 0 196,193 0
-----------------------------------------------------
NET INCOME (LOSS) $ 152,003 $ 396,815 $ 533,670 $ (879,468)
=====================================================
BASIC INCOME (LOSS)
PER SHARE (Note 11) $ 0.02 $ 0.07 $ 0.08 $ (0.17)
=====================================================
FULLY DILUTED INCOME (LOSS) PER
SHARE (Note 11) $ 0.02 $ 0.06 $ 0.07 $ (0.17)
=====================================================
12
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------------------------------
Balance, December
31, 1998 3,373,570 $ 3,374 $ 1,359,985 $ (1,234,168)
Common stock
issued for cash 1,098,000 1,098 938,902 0
Common stock issued
for services 338,700 338 197,662 0
Fractional shares issued in the
reverse stock split 1 0 0 0
Common stock issued for
acquisition of
TPH Marketing, Inc. 1,500,000 1,500 748,500 0
Net loss for the year ended
December 31, 1999 0 0 0 (1,333,810)
--------------------------------------------------------------------------------
Balance, December
31, 1999 6,310,271 6,310 3,245,049 (2,567,978)
Capital withdrawals
(unaudited) 0 0 (166,100) 0
Common stock issued for services
(unaudited) 548,550 549 730,001 0
Common stock issued for cash
(unaudited) 500,000 500 999,500 0
Stock offering costs
(unaudited) 0 0 (100,000) 0
Net income for the nine months
ended September 30, 2000
(unaudited) 0 0 0 533,670
--------------------------------------------------------------------------------
Balance, September 30, 2000
(unaudited) 7,358,821 $ 7,359 $ 4,708,450 $ (2,034,308)
================================================================================
13
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2000 1999 2000 1999
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 152,003 $ 396,815 $ 533,670 $ (879,468)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation 5,727 2,676 15,939 8,028
Bad debts 9,457 948 9,457 18,358
Amortization of prepaid
advertising 174,918 99,952 542,573 145,626
Allowance for sales returns (147,742) 0 (15,051) 0
Loss on disposal of assets 26,668 0 26,668 0
Common stock issued
for services 331,400 50,000 730,550 850,500
Changes in assets and liabilities:
Restricted cash 778,450 0 (734,968) 0
Receivables (1,630,118) 249,041 (1,107,162) (816,044)
Inventory (72,358) (30,146) (63,075) (77,117)
Deposits (7,049) 0 (74,161) 12,773
Prepaids and advances (280,562) (108,560) (477,327) (109,610)
Prepaid advertising (326,520) (1,185,327) (1,053,291) (1,597,711)
Other assets 0 (10,000) 0 (10,000)
Cash overdraft 0 (91,647) 0 0
Accounts payable 496,848 457,600 404,599 946,383
Accrued expenses 126,409 (381) 125,638 38,098
--------------------------------------------------------------------------------
Net Cash Used in
Operating Activities (362,469) (169,029) (1,135,941) (1,470,184)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property
and equipment 0 0 (37,239) 0
--------------------------------------------------------------------------------
Net Cash Used in
Investing Activities 0 0 (37,239) 0
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from
notes payable 679,092 0 957,842 0
Payments on notes payable (318,474) 0 (318,474) 0
Capital withdrawals 0 0 (166,100) 0
Proceeds from notes
payable-related parties 0 358,054 0 605,231
Payments on notes
payable-related parties 0 0 (72,715) (8,279)
Payments on line of credit 0 0 (132,148) 0
Proceeds from issuance
of common stock 0 0 1,000,000 940,000
Stock offering costs 0 0 (100,000) 0
--------------------------------------------------------------------------------
Net Cash Provided by Financing
Activities $ 360,618 $ 358,054 $ 1,168,405 $ 1,536,952
--------------------------------------------------------------------------------
14
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2000 1999 2000 1999
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ (1,851) $ 189,025 $ (4,775) $ (66,768)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 23,480 0 26,404 122,257
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 21,629 $ 189,025 $ 21,629 $ 189,025
================================================================================
Cash payments for:
Income taxes $ 0 $ 0 $ 0 $ 0
Interest $ 4,055 $ 12,450 $ 16,122 $ 32,511
Non-cash financing activities:
Common stock issued
for services $ 331,400 $ 50,000 $ 730,550 $ 850,500
Common stock issued
for other assets $ 0 $ 10,000 $ 0 $ 10,000
15
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Reliant Interactive Media Corporation (formerly Reliant Corporation) (the
Company) was organized under the laws of the State of Utah on July 30, 1984.
The Company subsequently ceased its original business activity in 1993 and was
not engaged in any business activity but was seeking potential investments or
business acquisitions and consequently was considered a development stage
company as defined in SFAS No. 7 until January 1, 1999. At the time of the
acquisition, the Company was a non-operating public shell with nominal assets.
The Company changed its name from Reliant Corporation to Reliant Interactive
Media Corporation (Reliant) in August 7, 1998.
Kevin Harrington Enterprises, Inc. (KHE) was organized under the laws of the
State of Florida on June 15, 1995.
Cigar Television Network, Inc. (CTN) was organized under the laws of the State
of Florida on April 1, 1998.
On July 21, 1998, the Company completed an agreement and plan of reorganization
whereby Reliant issued 11,848,000 shares of its common stock in exchange for all
of the outstanding common stock of KHE and CTN. Kevin Harrington, Chairman and
CEO of the Company, was the controlling shareholder of both KHE and CTN at the
time of the reorganization. Immediately prior to the agreement and plan of
reorganization, the Company had 2,852,000 shares of common stock issued and
outstanding. The reorganization was accounted for as a recapitalization of KHE
and CTN because the shareholders of KHE and CTN controlled the Company
immediately after the acquisition. Therefore, KHE and CTN are treated as the
acquiring entities. Accordingly, there was no adjustment to the carrying value
of the assets or liabilities of KHE and CTN. Reliant is the acquiring entity
for legal purposes and KHE and CTN are the surviving entities for accounting
purposes. On August 7, 1998, the shareholders of the Company authorized a
reverse stock split of 1-for-5 prior to the agreement and plan of
reorganization. All references to shares of common stock have been
retroactively restated.
New Accounting Pronouncement
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets and liabilities, measured at fair market value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in
fair value or cash flows. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. The adoption of this statement had
no material impact on the Company's financial statements.
16
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company considers all
highly liquid investments with a maturity of three months or less, from the date
of purchase, to be cash equivalents.
Inventory
Inventory is stated at the lower of cost or market determined by the first-in,
first-out method or market. Inventory is made up of finished goods held for
sale by the Company.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Expenditures for small tools, ordinary maintenance and repairs are charged to
operations as incurred. Major additions and improvements are capitalized.
Depreciation is computed using the straight-line method over estimated useful
lives as follows:
Leasehold improvement 5 years
Office furniture and equipment 5 to 7 years
Machinery and equipment 5 to 7 years
Depreciation expense for the nine months ended September 30, 2000 and 1999 was
$15,939 and $8,028, respectively.
Accounts Receivable
Accounts receivable are shown net of the allowance for doubtful accounts of
$23,476 and $14,019 at September 30, 2000 and December 31, 1999, respectively.
17
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Prepaid Advertising
Prepaid advertising consisted of the following:
September 30, December 31,
2000 1999
(Unaudited)
--------------------------------------------------------------------------------
Production costs of infomercials $ 1,864,270 $ 810,979
Production costs of tv shows 52,430 52,430
----------------------------------------
Subtotal 1,916,700 863,404
Less: accumulated amortization (798,816) (256,243)
----------------------------------------
Net prepaid advertising $ 1,117,884 $ 607,166
========================================
These advertising costs are amortized over the useful life of the
infomercials and tv shows which is estimated at 18 months. The production costs
begin amortizing when they begin broadcasting. Each product that has production
costs is evaluated at year end for the recoverability of those costs.
Production costs of products that are no longer being sold are fully expensed in
the year that sales cease. Amortization expense relating to prepaid advertising
was $542,573 and $145,626 for the nine months ended September 30, 2000 and 1999,
respectively.
Credit Risks
The Company maintains its cash accounts primarily in one bank in Florida. The
Federal Deposit Insurance Corporation insures accounts to $100,000. The
Company's accounts occasionally exceed the insured amount.
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 and disclosure 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 estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of Reliant
Interactive Media Corporation (Reliant), Kevin Harrington Enterprises, Inc.
(KHE) (a wholly-owed subsidiary), TPH Marketing, Inc. (TPH) (a wholly-owned
subsidiary), and Cigar Television Network, Inc. (CTN) (a wholly-owned
subsidiary). All significant intercompany accounts and transactions have been
eliminated in the consolidation.
18
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The provision for income taxes as of September 30, 2000 is detailed in the
following summary:
September 30,
2000
Current:
Federal income taxes $ 167,517
State income taxes 28,676
--------------
Total Provision for Income Taxes $ 196,193
=============
As of September 30, 2000, the Company had not made any estimated income tax
payments.
Revenue Recognition
Revenue is recognized upon shipment of goods to the customer. The Company has
adopted a returns policy whereby the customer can return any goods received
within 30 days of receipt for a full refund. The Company makes an allowance for
returns based on past history and experience. At September 30, 2000 and
December 31, 1999, the allowance was $447,626 and $462,677, respectively.
Restricted Cash
The Company uses the services of an independent fulfillment center (the Center)
to receive and process orders for the Company. The Center collects payments
from charge cards or checks. The Center has set up a cash reserve for potential
charge card chargebacks and returns of product for refund. The chargeback
reserve is 3% of all charge card sales and any chargebacks are credited out of
this reserve. The reserve for returns is 7% on all sales and any returns are
refunded out of this reserve. The total cash reserved at September 30, 2000 and
December 31, 1999 was $1,718,763 and $983,795, respectively, and has been
classified as restricted cash.
Deferred Stock Offering Costs
Deferred stock offering costs are recorded at cost. The costs will be charged
to paid-in capital upon completion of the specific offering.
Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal recurring nature.
19
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 2 - REVERSE STOCK SPLIT
On March 23, 1999, the Company completed a reverse stock split on a 1 share for
5 share basis. No shareholder was reduced to less than 100 shares. All
references to shares issued and outstanding have been restated to reflect the
reverse stock split.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
The Company has entered into an employment agreement with Kevin Harrington, CEO
of the Company. Mr. Harrington will receive an annual salary of $120,000 and it
will increase by $12,000 each year over the life of the agreement. The
employment agreement ends on December 1, 2003.
The Company has entered into an employment agreement with Tim Harrington,
President of the Company. Mr. Harrington will receive an annual salary of
$120,000 and it will increase by $12,000 each year over the life of the
agreement. The employment agreement ends on December 1, 2003.
The Company has entered into an employment agreement with Mel Arthur, Executive
Vice President of the Company. Mr. Arthur will receive an annual salary of
$120,000. The employment agreement ends on December 31, 2003.
Office Lease
The Company entered into a five (5) year non-cancelable office lease beginning
March 1, 2000. Payments are currently $13,422 per month through August 2000 and
increase to $14,902 in September 2000. Future minimum lease payments under the
lease are as follows:
Year ending Operating
December 31, Lease
2000 $ 140,143
2001 185,304
2002 193,079
2003 200,854
2004 208,629
2005 and thereafter 34,988
-------------
Total lease payments $ 962,997
=============
20
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 4 - RECEIVABLES - OTHER
The Company uses the services of a fulfillment center (Center) located in
Dallas, Texas. The Center receives, processes and ships orders on behalf of the
Company. The Center also collects payment on the products it sells for the
Company. At September 30, 2000 and December 31, 1999, the Center owed the
Company $1,874,305 and $800,076, respectively. These amounts result from
payments received less amounts due the Center for the services it rendered to
the Company.
NOTE 5 - EQUITY TRANSACTIONS
During the first quarter of 1999, the Company sold 248,000 post-split shares of
its common stock for $390,000 or an average price of $1.57 per share. The
Company also issued 38,200 post-split shares of its common stock for services
rendered, valued at $47,750 or $1.25 per share. The shares were valued at the
market price of the stock at the time of issuance.
During the second quarter of 1999, the Company sold 600,000 shares of its common
stock for $300,000 or $0.50 per share. In addition, the Company sold 250,000
shares of its common stock to a related company for $250,000 or $1.00 per share.
The Company also issued 25,500 shares of its common stock for services rendered,
valued at $12,750 or $0.50 per share, the market price of the stock at the time
of issuance.
During the third quarter of 1999, the Company issued 100,000 shares of its
common stock for services rendered, valued at $50,000 or $0.50 per share, the
market price of the stock at the time of issuance.
During the fourth quarter of 1999, the Company issued 175,000 shares of its
common stock for services rendered, valued at $87,500 or $0.50 per share, the
market price of the stock at the time of issuance.
On May 3, 1999, the Company acquired TPH Marketing, Inc. (TPH). TPH's two (2)
shareholders are the Company's CEO and his brother, making this a related party
transaction. The Company acquired 100% of TPH and TPH became a wholly-owned
subsidiary. The Company issued 1,500,000 post-split shares of its common stock
in the acquisition. The shares were valued at $750,000 or $0.50 per share, the
market price of the stock at the time of the acquisition. TPH had no financial
statements or assets and liabilities at the time of acquisition. The essence of
the arrangement was to provide Kevin Harrington and Tim Harrington additional
compensation in the form of common stock through the purchase of TPH. As a
result, the shares are being shown as issued for compensation expense with a
charge to operating expenses in the amount of $750,000.
21
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 5 - EQUITY TRANSACTIONS (Continued)
During 2000, the Company issued 500,000 shares of its common stock for cash of
$1,000,000 or $2.00 per share. The Company paid $100,000 in stock offering
costs as a result of the stock offering. The Company also issued 548,550 shares
of its common stock for services rendered, valued at $730,550 or approximately
$1.33 per share. The shares were valued at the market price of the stock at the
time of issuance. In addition, shareholders of the Company withdrew $166,100
against capital previously contributed by them to the Company. The original
contributions were recorded as additional paid-in capital and the withdrawals
are a reduction in the same account.
NOTE 6 - NOTES PAYABLE - RELATED PARTIES
Notes payable - related parties consisted of the following:
September 30, December 31,
2000 1999
(Unaudited)
--------------------------------------------------------------------------------
Note payable to a shareholder, unsecured,
interest at 8.0%, interest payments due quarterly
beginning March 31, 1999, principal balance due
December 31, 2000. $ 35,156 $ 35,156
Note payable to a shareholder, unsecured, interest
at 8.0%, interest payments due quarterly beginning
March 31, 1999, principal balance due December
31, 2000. 50,000 50,000
Note payable to a related company, unsecured,
interest at 10%, principal and interest balance
due on demand. 125,000 125,000
Note payable to a related company, unsecured,
interest at 10%, principal and interest balance
due on demand. 100,000 100,000
Note payable to a related company, unsecured,
interest at 10%, principal and interest balance
due June 1, 2000. 50,000 50,000
--------------------------------------------------------------------------------
Total notes payable-related parties 360,156 360,156
Less: current portion (360,156) (360,156)
--------------------------------------------------------------------------------
Long-term notes payable-related parties $ 0 $ 0
================================================================================
22
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 6-NOTES PAYABLE-RELATED PARTIES (Continued)
Maturities of notes payable - related parties are as follows:
Period Ending
September 30,
------------------------
2001 $ 360,156
Thereafter 0
-------------
Total $ 360,156
=============
NOTE 7-NOTES PAYABLE
Notes payable consisted of the following:
September 30, December 31,
2000 1999
(Unaudited)
---------------------------------------------------------------------------
Note payable to Nations Bank, secured by stock,
interest at 10%, interest payments due monthly,
principal balance due on demand. $ 0 $ 39,724
Note payable to a company, unsecured, interest
at 8.0%, interest payments due monthly, principal
balance due July 8, 2000. 0 72,715
Note payable to a company, secured by inventory
of the Company, interest at 1.5% per month until
paid, balance due on or
before February 28, 2001. 679,092 0
Total notes payable 679,092 112,439
Less: current portion (679,092) (112,439)
-------- ---------
Long-term notes payable $ 0 $ 0
========= =========
Maturities of notes payable are as follows:
Period ending
September 30,
--------------
2001 $ 679,092
Thereafter 0
-------------
Total $ 679,092
=============
NOTE 8 - LINE OF CREDIT
The Company had a line of credit with Nations Bank of $150,000. As of September
30, 2000 and December 31, 1999, the balance owed was $-0- and $132,148,
respectively. Borrowings under the line of credit are guaranteed by the Company
and bear interest at 9.5%.
23
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 9 - FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 (SFAS 107), "Disclosures
About Fair Value of Financial Instruments" requires disclosure of the fair value
of financial instruments held by the Company. SFAS 107 defines the fair value
of a financial instruments as the amount at which the instrument could be
exchanged in a current transaction between willing parties. The following
methods and assumptions were used to estimate fair value:
The carrying amount of cash equivalents, accounts receivable and accounts
payable approximate fair value due to their short-term nature. The carrying
amount of long-term debt approximates fair value based on the borrowing rate
(10.0%) currently held by the Company for a bank loan.
NOTE 10 - OUTSTANDING STOCK OPTIONS
The Company applies Accounting Principles Board ("APB") Option 25, "Accounting
for Stock Issued to Employees," and related Interpretations in accounting for
all stock option plans. Under APB Option 25, compensation cost is recognized
for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.
FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"),
requires the Company to provide proforma information regarding net income and
net income per share as if compensation costs for the Company's stock option
plans and other stock awards had been determined in accordance with the fair
value based method prescribed in SFAS No. 123. The Company estimates the fair
value of each stock award at the grant date by using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants,
respectively; dividend yield of zero percent for all years; expected volatility
of 1.327; risk-free interest rates of 10.0 percent and expected lives of 4.0
years.
Under the accounting provisions of SFAS No. 123, the Company's net income (loss)
would have been unchanged by the pro forma amounts indicated below:
September 30,
2000 1999
----------------------------------------------------------------------
Net income (loss):
As reported $ 533,670 $ (879,468)
Pro forma $ 533,670 $ (879,468)
Basic income (loss) per share:
As reported $ 0.08 $ (0.17)
Pro forma $ 0.08 $ (0.17)
During the initial phase-in period of SFAS 123, the effect on pro forma results
are not likely to be representative of the effects on pro forma results in
future years since options vest over several years and additional awards could
be made each year.
24
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 10 - OUTSTANDING STOCK OPTIONS (Continued)
A summary of the status of the Company's stock option plans as of September 30,
2000 and changes during the year is presented below:
September 30, 2000
Weighted
Average
Shares Exercise Price
--------------------------------------------------------------------------------
Outstanding, December 31, 1999 420,000 5.00
Granted 0 0
Canceled 0 0
Exercised 0 0
--------------------------------------------------------------------------------
Outstanding, September 30, 2000 420,000 $ 5.00
--------------------------------------------------------------------------------
Exercisable, September 30, 2000 210,000 $ 3.25
--------------------------------------------------------------------------------
Outstanding Exercisable
Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices at 9/30/00 Life Price at 9/30/00 Price
--------------------------------------------------------------------------------
$ 2.50 105,000 4.00 $ 2.50 105,000 $ 2.50
4.00 105,000 4.00 4.00 105,000 4.00
6.00 105,000 4.00 6.00 0 0
7.50 105,000 4.00 7.50 0 0
--------------------------------------------------------------------------------
$ 2.50-7.50 420,000 4.00 $ 5.00 210,000 $ 3.25
================================================================================
The options were granted as compensation and additional bonuses to certain
officers of the Company. These options were issued with an exercise price above
the market value of the stock at the date of issuance.
Additional stock options are available to Kevin Harrington, Tim Harrington and
Mel Arthur based on the stock trading performance of the Company's common stock.
If the Company's shares are trading at a price of $15.00 per share, 256,500
options will be granted at an exercise price of $7.50 per share. If the
Company's shares are trading at a price of $20.00 per share, 256,500 options
will be granted at an exercise price of $7.50 per share. If the Company's
shares are trading at a price of $25.00 per share, 327,000 options will be
granted at an exercise price of $7.50 per share. As of June 30, 2000, the
Company's common stock has not reached any of the performance measurements
mentioned above.
25
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 11 - BASIC AND DILUTED EARNINGS PER SHARE
The computation of basic and diluted income per share of common stock is based
on the weighted average number of shares outstanding during the period of the
financial statements as follows:
For the Nine Months Ended For the Nine MonthsEnded
September 30, 2000 September 30, 1999
Income Shares Per-Share Loss Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
Basic Earnings (Loss) Per Share
Income available to
common stockholders
$ 533,670 6,706,123 $ 0.08 $ (879,468) 5,162,783 $ (0.17)
================================================================================
Effect of Dilutive Securities
Common stock options
0 420,000 0 0
--------------------------------------------------------------------------------
Diluted Earnings (Loss) Per Share
Income available to
common stockholders
plus assumed conversions
$ 533,670 7,126,123 $ 0.07 $ (879,468) 5,162,783 $ (0.17)
================================================================================
For the Three Months Ended For the Three Months Ended
September 30, 2000 September 30, 1999
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
Basic Earnings (Loss) Per Share
Income available to
common stockholders
$ 152,003 7,110,570 $ 0.02 $ 396,815 6,081,092 $ 0.07
================================================================================
Effect of Dilutive Securities
Common stock options
0 420,000 0 420,000
--------------------------------------------------------------------------------
Diluted Earnings (Loss) Per Share
Income available to
common stockholders
plus assumed conversions
$ 152,003 7,530,570 $ 0.02 $ 396,815 6,501,092 $ 0.06
================================================================================
Options to purchase 420,000 shares of common stock were outstanding at June 30,
2000 (see Note 10). These options expire on June 30, 2004 and were issued with
an exercise price equal to or above the market value of the stock at the date
of issuance and have been included in the computation of diluted earnings
per share.
26
<PAGE>
RELIANT INTERACTIVE MEDIA CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 12 - SUBSEQUENT EVENTS
The Company has entered into an Agreement and Plan or Reorganization (Agreement)
with TeleServices Internet Group, Inc. (TSIG). As part of the Agreement, the
Company will transfer its assets, liabilities and business operations to As Seen
On Tv pc.com, Inc. (ASOT) in exchange for shares of stock of this private
company. TSIG will then acquire 100% of the stock of ASOT in exchange for
shares of TSIG common stock. The Agreement has received majority shareholder
approval, and the transaction had a scheduled closing of October 23, 2000. The
Board of Directors has determined to delay the closing because (1) certain
conditions precedent to closing have not been met by TSIG and (2) certain
previously undisclosed matters, that would be determinative of whether or not
Reliant would proceed to a closing, are being evaluated by Reliant.
27
<PAGE>
</TABLE>
