SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Quarterly Period ended SEPTEMBER 30, 2000 or
[ ] 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__________________
REMEDENT USA, INC
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(exact name of small business issuer as specified in its charter)
Nevada 86-0837251
----------------------------------------------- (I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization.)
1220 Birch Way, Escondido, California 92027
------------------------------------------------------ --------------------
(Address of principal executive offices) (Zip Code)
(760) 781-3333
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. 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: As of 9-30-00 : 12,882,804 shares
----------------------------------
Transitional Small Business Disclosure Format (check one): Yes No X .
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<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 2
<TABLE>
<CAPTION>
Remedent USA, Inc.
Balance Sheet (Unaudited)
ASSETS
For the For the
period ending period ending
Sept 30, 2000 Sept 30, 1999
---------------------- -----------------
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 19,854 $ 63,961
Accounts receivable, net 16,254 59,403
Due from related parties 45,793 15,118
Inventories, net 112,594 127,639
Prepaid expenses 8,993 5,827
---------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 203,448 271,948
Property and Equipment, net 26,278 32,237
OTHER ASSETS
Patents, net of accumulated amortization 27,644 29,414
---------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS 27,644 29,414
---------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 257,410 $ 333,599
===================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
For the For the
period ending period ending
Sept 30, 2000 Sept 30, 1999
---------------------------------------
CURRENT LIABILITIES
Accounts payable $ 399,809 $ 170,489
Notes payable-related parties 132,755 30,765
Accrued salaries - officers 93,249 36,659
Accrued liabilities 203,647 40,943
Royalty payable 44,276 33,788
Current portion capital lease 575 1,816
Note payable-Union Bank 46,994 50,000
---------------------------------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES 921,305 364,460
Long Term Liabilities and Capital Leases, net of current 453
portion
Stockholders' Equity (Deficit)
Common stock 12,883 12,487
Additional paid in capital 1,602,824 1,261,780
Accumulated deficit (2,279,602) (1,305,581)
---------------------------------------------------------------------------------- ----------------
Total stockholders' equity (deficit) (663,895) 31,314
---------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 257,410 $ $333,599
===================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 3
Remedent USA, Inc.
Statement of Operations
(Unaudited)
For the For the
period ending period ending
Sept 30, 2000 Sept 30, 1999
---------------------------------
REVENUES
Sales $ 221,459 $ 293,602
------------------------------------
TOTAL REVENUE 221,459 293,602
COST OF GOODS SOLD 76,283 98,820
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GROSS PROFIT 145,176 194,782
OPERATING EXPENSES
Research and development 30,245 28,711
Sales and marketing 225,604 239,880
General and administrative 131,892 191,228
Depreciation and amortization 6,657 5,472
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TOTAL OPERATING EXPENSES 394,398 465,291
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(LOSS) FROM OPERATIONS (249,222) (270,509)
OTHER INCOME (EXPENSES)
Interest income 137 208
Interest expense (95,581) (3,042)
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TOTAL OTHER INCOME (EXPENSES) (95,444) (2,834)
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(LOSS) BEFORE INCOME TAXES (344,666) (273,342)
Income Tax benefit (expense) 0 0
--------------------------------------------------------------------
NET (LOSS) $ (344,666) $ (273,342)
====================================================================
(Loss) per share (0.03) (0.02)
Weighted average shares outstanding 12,857,781 12,460,559
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 4
Remedent USA, Inc.
Statement of Cash Flows
(Unaudited)
For the For the
period ending period ending
Sept 30, 2000 Sept 30, 1999
----------------------------
Cash Flows From Operating Activities
Net loss $(344,666) $ (273,342)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,657 5472
Stock for services 12,983 74,501
Changes in:
Accounts receivable (24,643) (24,029)
Inventory 41,118 43,497
Prepaid expenses (3,675) (4,009)
Accounts payable 82,906 112,985
Accrued liabilities 57,219 41,416
Customer deposits (8,892) 0
Royalties payable 3,522 9,996
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities (128,185) (13,513)
Cash Flows from Investing Activities
Patents (510)
Equipment (10,291)
Notes to related parties (28,874) (9,174)
--------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities (29,384) (19,465)
Cash Flows from Financing Activities
Lease payments (1,054) (1,006)
Proceeds of notes and debenture 95,659 8,563
Officer loans (repayments) 0 0
Sale of common stock 77,699 0
Note payments (3,006) 0
--------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 169,298 7,557)
Net Increase in Cash 11,729 (25,421)
Cash, beginning of the year 8,125 89,382
--------------------------------------------------------------------------------
Cash, September 30 19,854 $ 63,961
================================================================================
Supplemental Non Cash Investing and Financing Activities:
The Company issued 4,167 shares of stock in lieu pf paying an accounts
payable for $500.00.
Supplemental Information:
Interest paid $ 479 $ -
Taxes paid $ - $ -
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 5
<TABLE>
<CAPTION>
Remedent USA, Inc.
Statement of Changes in Stockholders Equity (Deficit)
(Unaudited)
Common Stock Additional Paid Shares for Accumulated
Date Description Shares Dollars in Capital Services Deficit Total
------------------------------------------------------------------------------------------------------------------------
March 31, 2000 Balance 12,578,637 $ 12,579 $ 1,446,124 $ (12,983) $(1,934,936) $ (489,216) $
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
April 15, 2000 Debenture $ 27,200 $ 27,200
June 15, 2000 Shares for 300,000 $ 300 $ 79,005 $ 79,305
Services
June 15, 2000 Shares for $ 12,983 $ 12,983
Services
June 30, 2000 Net Loss $ (164,134) $ (164,134)
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June 30, 2000 Balance 12,878,637 12,879 1,552,329 $ (0) $(2,099,070) $ (533,862)
------------------------------------------------------------------------------------------------------------------------
July 1, 2000 Shares 4,167 $ 4 $ 496 $ 500
for Services
August 21, 2000 Debenture $ 15,000 $ 15,000
August 23, 2000 Debenture $ 5,000 $ 5,000
September 1, 2000 Debenture $ 5,000 $ 5,000
September 25, 2000 Debenture $ 25,000 $ 25,000
September 30,2000 Net Loss $ (180,532) $ (180,532)
------------------------------------------------------------------------------------------------------------------------
September 30, 2000 Balance 12,882,804 $ 12,883 $ 1,602,825 $ (0) $(2,279,602) $ (663,895)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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NOTE 1 CONDENSED FINANCIAL STATEMENTS
A. Disclosure
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the Form 10-SB/A Filed November 6, 2000.
B. Management's Representation
The consolidated balance sheet as of September 30, 2000 and the consolidated
statement of operations for the three month and six-month periods ended
September 30, 2000 and September 30, 1999 and the statement of cash flows for
the six-month periods ended September 30, 2000 and 1999 have been prepared by
the Registrant, without audit. In the opinion of management, all adjustments
necessary to present fairly the financial position, results of operations, and
cash flows at September 30, 2000 and for all periods presented, have been made.
REMEDENT USA, INC.
NOTES TO FINANCIAL STATEMENTS
1. Basis of Preparation
The unaudited financial statements of Remedent USA, Inc. (the "Company""),
presented herein have been prepared in accordance with the instructions to
Form 10-QSB and do not include all of the information and note disclosures
required by generally accepted accounting principles. These statements
should be read in conjunction with the financial statements and notes
thereto included in our last audited financial statements. These audited
statements are contained in our FORM 10-KSB for the year ended March 31,
2000 and have been filed with the Securities and Exchange Commission.
In management's opinion the accompanying financial statements include all
adjustments (consisting only of normal, recurring adjustments) necessary to
summarize fairly the financial position and results of operations for the
three months ended September 30, 2000 may not be indicative of the results
that may be expected for the full fiscal year.
2. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
3. Accounts Receivable
The Company sells premium toothbrushes to various companies, primarily to
retail chains located throughout the United States. The terms of sales are
2% 10 days, net 30 days. Accounts receivable is reported at net realizable
value and net of allowance for doubtful accounts. As of September 30, 2000
and 1999 the allowance for doubtful accounts was $3,000.
The Company uses the allowance method to account for uncollectible accounts
receivable. The Company's estimate is based on historical collection
experience and a review of the current status of trade accounts receivable.
It is reasonably possible that the company's estimate of the allowance for
doubtful accounts will change.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 7
4. Inventories
Inventories are stated at lower of cost (weighted average) or market.
Inventory costs include material, labor and manufacturing overhead.
Individual components of inventory are listed below:
2000 1999
---- ----
Inventory-Supplies $ 32,628 $ 5,397
Displays and Raw Materials $ 53,438 $ 43,257
Finished Goods $ 26,528 $ 78,984
--------- ---------
Total $ 112,594 $ 127,638
5. Patents
Patent costs are amortized using straight-line method over 15 years. Patent
values and accumulated amortization at September 30, 2000 and 1999 are as
follows:
2000 1999
---- ----
Patent $ 34,709 $ 34,199
Accumulated amortization $ 7,065 $ 4,785
---------- ----------
Patents, net $ 27,644 $ 29,414
6. Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding during the period.
7. Impact of Recently Issued Accounting Standards
SFAS No.131 establishes standards for reporting information about operating
segments in financial statements issued to stockholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing performance. The
company's financial reporting as well as the chief operating
decision-maker, does not currently provide or review information by
segments. All financial information is currently analyzed in the aggregate.
The company is currently evaluating various methods of segment reporting
for the method which they believe will be most useful to management.
In June 1998, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 133 (Accounting for Derivative Instruments and Hedging
Activities), which establishes accounting and reporting standards for
derivative instruments. This Statement requires that an entity recognize
all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In June
1999, the FASB issued SFAS No. 137 (Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
133) which postponed the adoption date of SFAS No.133. as such, the Company
is not required to adopt the new statement until the year 2001. The Company
is currently evaluating the effect that implementation of the new standard
will have on its operations and financial position.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 8
8. Going Concern
The Company has sustained substantial net losses since its inception in
September 1996. In addition, as of September 30, 2000 the Company had a
working capital deficit totaling $717,817 and a shareholders deficit of
$663,895. These factors raise substantial doubt about the Company's ability
to continue as a going concern. The Company is currently working with
various groups in an effort to raise significant working capital and
completion of the Company's marketing plan.
9. Related Party Transactions
The Company's headquarters in California occupy approximately 1000 square
feet of Rebecca M. Inzunza's, an officer shareholder, primary residence
that total's 4,000 square feet. Rent paid directly to Ms. Inzunza each
monthly is currently $650.
The Company has borrowed various amounts totaling $132,755 from several
stockholders to meet the current financial obligations of the Company. The
notes are unsecured, due on demand and include interest at 10% per annum.
The Company may continue to borrow from shareholders and officers to meet
current financial needs.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 9
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2000
Total assets decreased by $76,189 or 23% from $333,599 on September
1999 to $257,410 on September 30, 2000. Accounts receivable decreased
by 73% from $59,403 to $16,254 primarily due to lack of sales and the
fact that international sales are conducted on a cash basis only.
Amounts due from related parties increased $30,675 or 202% from $15,118
on September 30, 1999 to $45,793 for September 30, 2000. These amounts
are for three separate loans to officers as follows; $15,979 to Robert
Hegemann, $10,800 to Rebecca Inzunza and $2,324 for Viviana
Sempertegui. The loan from Ms. Sempertegui was paid in full as of the
filing of the date of this 10Q.
Inventory decreased $15,045 or 12% from $127,639 on September 30, 1999
to $112,594 on September 30, 2000, due to minimal sales and the
continual replenishing of blister packaging only on an as needed
basis..
Prepaid expenses increased $3,166 or 54% and was a deposit to our
vendor as a deposit to begin new packaging. Property, equipment and
patents all decreased due to amortization and depreciation.
Liabilities increased $556,845 or 153% when comparing September 30,
2000 to September 30, 1999. Liabilities totaled $921,305 for the
six-month period ending September 30, 2000 compared to $364,460 for the
period ending September 30, 1999. Accounts payable increased $229,320
or 134% from $170,489 on September 30, 1999 to $399,809 on September
30, 2000. This is primarily due to increases in sales and marketing
expenses. Notes payable to related parties increased $101,990 or 332%
from $30,765 on September 30, 1999 to $132,755 on September 30, 2000.
This increase is due to $76,000 in convertible debentures; a $15,000
unsecured loan from a shareholder; a $3,044 loan from Rebecca Inzunza,
and a $7,000 loan from a related party. Accrued liabilities increased
by $162,704 due to $30,150 for accrued employee's salaries; $8,280 in
accrued interest; $2,000 in accounting. Royalties payable increased
$10,488 or 31%, since sales increased from $33,788 for the six-month
period ending September 30, 1999 to $44,276 in September 30, 2000.
For the six-month period ending September 30, 2000, the Company's sales
decreased by $72,143 or 24.5% over the comparable six-month period in
1999. Sales decreased from $293,602 in 1999 to 221,459 in 2000. This
decrease was due to delays we experienced in implementing the new
marketing plan including redesign of the packaging.. A good part of the
lack of sales was replaced with brisk international sales for the
six-month period ending September 30, 2000, totaling $149,682 which,
represents 67% of total sales for that period.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 10
Cost of goods decreased by $22,537 or 23% for the six-month period
ending September 30, 2000 when compared to the six-month period ending
September 30, 1999. Cost of goods decreased from $98,820 in 1999 to
$76,283 in 2000. This decrease was due to the decline in sales.
Operating expenses decreased $70,893 or 15% from $465,291 for the
six-month period ending September 30, 1999 to $394,398 for the same
period in 2000. These changes were due to a reduction in sales and
marketing expenses by $14,276 or 6%; which included the reduced number
of sample toothbrushes given away, totaling $13,288 on September 30,
1999 to $4,360 on September 30, 2000 or 67%; travel, meal and
entertainment expenses, totaling $3,884 on September 30, 1999 to $181
on September 30, 2000 or 98%; commissions from $47,824 on September 30,
1999 to $15,487 on September 30, 2000 or 68%. These decreases were
mainly due to delays experienced in implementing the new marketing
plan. Another decrease was for public relations from $62,866 to $400 or
99%. This decrease was due to the cancelled contracts for public
relations companies.
The increases within sales and marketing included tradeshows from
$1,428 September 30, 1999 to $7,795 on September, 30, 2000 or 446%; new
sales and marketing brochures from $527 on September 30, 1999 to
$22,980 on September 30, 2000 or 4260%; sales and marketing supplies
from $125 on September 30, 1999 to $1,242 on September 30, 2000 or
893%; consulting from $5,040 on September 30, 1999 to $13,077 on
September 30, 2000 or 159%; advertising from $49,220 on September 30,
1999 to $54,315 on September 30, 2000 or 10%. These specific increases
were due to preparation of the expansion market. Additional increases
within sales and marketing were for invoice discounts from $46,507 on
September 30, 1999 to $95,306 on September 30, 2000 or 105%; and
freight out from $6,717 on September 30, 1999 to $7,726 on September
30, 2000 or 15%, mainly for international customers.
An increase in research and development of $1,534 or 5%, was due to an
increase in salaries of $5025 and decrease in tools and supplies by
$3424. Research and development for the six- month period ending
September 30, 1999 totaled $28,711 and for September 30, 2000, totaled
$30,245. The Company expects expenses to increase for research and
development within the following year.
Totals for general and administrative expenses for the six-month period
ending September 30, 2000 was $131,892 and $191,228 for September 30,
1999, a decrease of $59,336 or 31%. Increased expenses were postage 92%
and computer supplies 44%, due to the marketing expansion. Expense
items that decreased were travel 37%, dues and subscription 47%,
royalties 65%, when all combined totaled $9,947 for September 30, 2000
and $16,127 on September 30, 1999. Payroll tax, officer's and employee
salaries decreased by $39,975 or 38% from $106,111 on September 30,
1999 to $66,136 on September 30, 2000. Officer's salaries decreased by
34% from $65,550 on September 30, 1999 to $43,200 in September 30,
2000; employee salaries decreased 44% from $37,290 on September 30,
1999 to $20,974 on September 30, 2000; and payroll tax expense
decreased by 40% from $3,271 on September 30, 1999 to $1,309 on Sept
30, 2000. The decreases in officer's salaries were due to the
elimination of the Company's CFO. Payroll taxes also decreased during
the six-month period September 30, 2000.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 11
Insurance decreased by 45% from $7,511 in 1999 to $ 4,153 due mainly to
replacing the Company's liability insurance carrier. Bank charges
increased by 227% due to the increase in international sales and
overseas wire charges totaling $1,228, increased card credit card
charges totaling $1,484, and remainder of $288 in bank charges. The
Company also consolidated and relocated the warehousing and
distribution center to a more efficient location thereby reducing rent,
telephone and office supplies expense by 21.4% from $35,019 on
September 30, 1999 to $27,519 on September 30, 2000.
The Company incurred an increase in interest expenses of $92,539 or
3042%. This was due to $77,200 for convertible debentures and the
posting of the one-time interest expense equivalent to the face value
of each convertible debenture. The remaining interest was $7,335 for
interest on accrual of officer's salary, $6,770 for vendor interest on
outstanding accounts payable and the remaining for Union Bank and
credit card finance charges.
Net losses increased by $71,324 or 26% from $273,342 on September 30,
1999 to $344,666 on September 30, 2000 due to the factors mentioned
above which include decreased sales, increased costs of interest
expense, and increased expenses for sales and marketing.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED SEPTEMBER 30, 2000
As stated in or 10SB registration statement, we have a contingency
marketing plan that involves working with existing oral care
companies to essentially become their premium toothbrush provider. On
November 7, 2000, Remedent received a Letter Of Intent from
California based Breath Asure, Inc. The letter states that Breath
Asure wants negotiations to begin immediately that will ultimately
result in Breath Asure taking over worldwide distribution and
marketing of Remedent Tooth and Gumbrush, either directly or via a
joint venture with Remedent USA, Inc.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 12
Management anticipates a mutually beneficial agreement will be
reached very soon. In order to provide Breath Asure a clean path for
exclusive representation of our products, we are proceeding to place
all remaining Double Eagle brokers on notice that they can no longer
represent Remedent USA, Inc.
We will file an amendment to our 10SB as this development will have a
material affect on our operations.
The Company borrowed $77,200 from various shareholders in the form of
convertible debentures. The debentures are unsecured and bear
interest at 10% per annum. The debentures are due on demand and if no
demand is made before the maturity dates, the debentures can be
converted to stock at 37.5% of the average trading price 30 days
before maturity. The Company has recorded interest expense of $77,200
as part of the conversion feature of the debenture.
Amount of
Date of Debenture Debenture Maturity Date
---------------------- ---------------- ------------------------
April 15, 2000 $ 27,200 April 15, 2001
---------------------- ---------------- ------------------------
August 21, 2000 $ 15,000 August 21, 2001
---------------------- ---------------- ------------------------
August 23, 2000 $ 5,000 August 23, 2001
---------------------- ---------------- ------------------------
September 1, 2000 $ 5,000 September 1, 2001
---------------------- ---------------- ------------------------
September 25, 2000 $ 25,000 September 25, 2001
---------------------- ---------------- ------------------------
TOTAL $ 77,200
---------------------- ---------------- ------------------------
As of September 30, 2000, the negative working capital totals $717,857
vs. a negative working capital of $92,512 for September 30, 1999. Net
cash for September 30, 2000 was $19,854 compared to $63,961 for
September 30, 1999. This decrease in cash was due to lack of sales and
an increase in liabilities. Net cash used mainly in reducing
liabilities where necessary.
The Company intends to raise additional capital after the 10SB
registration statement is comment free and we are given clearance to
list our stock for trading on the OTC:BB by the NASD.
QUARTERLY TRENDS
We do not anticipate significant "seasonal" changes in our
operation. Our product is a toothbrush that people use on a daily basis
for oral hygiene and as such, we predict that although sales may
increase over the year, sales will not be affected by quarterly trends.
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed with this Form 10-QSB:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K filed during the period covered by this Form 10-QSB:
None
<PAGE>
Form 10-QSB
Remedent USA, Inc.
September 30, 2000
Page 14
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.
Remedent USA, Inc.
----------------------------------------------------------------------------
(Registrant)
/s/ Rebecca Inzunza
--------------------------------------------------
Rebecca Inzunza
CEO, President,
and Director
Date: November 17, 2000
