UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
Commission file Number: 000-26517
EASTERN MANAGEMENT CORP.
(FORMERLY INFORETECH INC.)
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0204682
(I.R.S. Employer Identification Number)
Suite 1500
885 West Georgia Street
Vancouver, British Columbia
V6C 3E8
(Address of principal executive offices)
(604)687-0717
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 500,000 common
shares as at June 30, 2000
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
<PAGE>
EASTERN MANAGEMENT CORP.
(formerly Inforetech Inc.)
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 2000 and March 31, 2000
Consolidated Statements of Operations for the periods ended
June 30, 2000 and June 30, 1999
Consolidated Statements of Cash Flows for
the periods ended June 30, 2000 and June 30,
1999
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
Item 2 Plan of Operations
PART II. OTHER INFORMATION
SIGNATURES
<PAGE>
EASTERN MANAGEMENT CORPORATION
(FORMERLY INFORETECH INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
===============================================================================================================================
June 30, March 31,
2000 2000
---------------------------------------------------------------------------------------------- --------------- ----------------
<S> <C> <C>
ASSETS $ -- $ --
============================================================================================== =============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 2,650 $ --
-------------- --------------
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized
100,000,000 common shares with a par value of $0.0001
Issued and outstanding
June 30, 2000 - 500,000 common shares
March 31, 2000 - 500,000 common shares 50 50
Additional paid-in capital 8,052 8,052
Deficit accumulated during the development stage (10,752) (8,102)
-------------- ---------------
(2,650) --
-------------- --------------
$ -- $ --
============================================================================================== =============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================================
Cumulative
Amounts
From Inception
on July 23,
1997 Three Month Three Month
to Period Ended Period Ended
March 31, June 30, June 30,
2000 2000 1999
----------------------------------------------------------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C>
EXPENSES
Office and miscellaneous $ 50 $ -- $ --
Professional fees 8,052 2,650 --
---------------- ---------------- ---------------
LOSS FOR THE PERIOD $ 8,102 $ 2,650 $ --
======================================================================= ================== ================= =================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ --
======================================================================= ================== ================= =================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 500,000 500,000
======================================================================= ================== ================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================================
Cumulative
Amounts
From Inception
on July 23,
1997 Three Month Three Month
to Period Ended Period Ended
March 31, June 30, June 30,
2000 2000 1999
----------------------------------------------------------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (10,752) $ (2,650) $ --
Items not affecting cash:
Increase in accounts payable 2,650 2,650 --
Stock issued for services 50 --
Expenses paid by related party on behalf of Company 8,052 -- --
---------------- ---------------- ---------------
Net cash used in operating activities -- -- --
---------------- ---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities -- -- --
---------------- ---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities -- -- --
---------------- ---------------- ---------------
CHANGE IN CASH POSITION DURING THE PERIOD -- -- --
CASH POSITION, BEGINNING OF THE PERIOD -- -- --
---------------- ---------------- ---------------
CASH POSITION, END OF THE PERIOD $ -- $ -- $ --
======================================================================= ================== ================= =================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
Cash paid for income taxes $ -- $ -- $ --
Cash paid for interest $ -- $ -- $ --
======================================================================= ================== ================= =================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING, AND
FINANCING ACTIVITIES
Common shares issued for services $ 50 $ -- $ --
Expenses paid by related party on behalf of Company 8,052 -- --
======================================================================= ================== ================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================================
Deficit
Accumulated
During
Common Stock Additional the Total
---------------- ---------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------------------------------------------ ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
BALANCE, JULY 23, 1997 -- $ -- $ -- $ -- $ --
Capital stock issued for services 500,000 50 -- -- 50
Loss for the period -- -- -- (50) (50)
-------------- -------------- -------------- -------------- --------------
BALANCE, MARCH 31, 1998 AND 1999 500,000 50 -- (50) --
Shareholder capital contribution -- -- 8,052 -- 8,052
Loss for the year -- -- -- (8,052) (8,052)
-------------- -------------- -------------- -------------- --------------
BALANCE, MARCH 31, 2000 500,000 50 8,052 (8,102) --
Loss for the period -- -- -- (2,650) (2,650)
-------------- -------------- -------------- -------------- --------------
BALANCE, JUNE 30, 2000 500,000 $ 50 $ 8,052 $ (10,752) $ (2,650)
========================================== ================ ================ =============== ================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
1. ORGANIZATION OF THE COMPANY
The Company was incorporated on July 23, 1997 under the laws of Nevada to engage
in any lawful business or activity for which corporations may be organized under
the laws of the State of Nevada. On September 24, 1999, the Company changed its
name to inFOREtech Inc. On January 17, 2000, the Company changed its name back
to Eastern Management Corporation.
The Company entered the development stage in accordance with Statement of
Financial Accounting Standards No. 7 on July 23, 1997. The Company is a "Blank
Check" company which plans to search for a suitable business to merge with or
acquire. Operations since incorporation consisted primarily of obtaining capital
contributions by the initial investors and activities regarding the registration
of the offering with the Securities and Exchange Commission.
In the opinion of management, the accompanying financial statements contain all
adjustments necessary (consisting only of normal recurring accruals) to present
fairly the financial information contained therein. These statements do not
include all disclosures required by generally accepted accounting principles and
should be read in conjunction with the audited financial statements of the
Company for the year ended March 31, 2000. The results of operations for the
period ended June 30, 2000 are not necessarily indicative of the results to be
expected for the year ending March 31, 2001.
2. GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. The Company's management plans on advancing funds
on an as needed basis and in the longer term, revenues from the operations of
the merger or acquisition candidate, if found. The Company's ability to continue
as a going concern is dependent on these additional management advances, and,
ultimately, upon achieving profitable operations through a merger or acquisition
candidate.
<TABLE>
<CAPTION>
=========================================================================== =============== ================
June 30, March 31,
2000 2000
--------------------------------------------------------------------------- --------------- ----------------
<S> <C> <C>
Deficit accumulated during the development stage $ (10,752) $ (8,102)
=========================================================================== =============== ================
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the year. Actual results could differ
from these estimates.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
--------------------------------------------------------------------------------
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Under
SFAS 128, basic and diluted earnings per share are to be presented. Basic
earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in the
period. Diluted earnings per share takes into consideration common shares
outstanding (computed under basic earnings per share) and potentially dilutive
common shares.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expenses
(benefit) result from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement establishes rules
for the reporting of comprehensive income and its components. The adoption of
SFAS 130 had no impact on total stockholders' equity as of June 30, 2000.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities" which establishes accounting and
reporting standards for derivative instruments and for hedging activities. SFAS
133 is effective for all fiscal quarters of fiscal years beginning after June
15, 1999. In June 1999, the FASB issued SFAS 137 to defer the effective date of
SFAS 133 to fiscal quarters of fiscal years beginning after June 15, 2000. The
Company does not anticipate that the adoption of the statement will have a
significant impact on its financial statements.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to account for stock-based compensation using Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee is required to pay for the stock.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
--------------------------------------------------------------------------------
4. CAPITAL STOCK
The Company's authorized capital stock consists of 100,000,000 shares of common
stock, with a par value of $0.0001 per share. All shares of common stock have
equal voting rights and, when validly issued and outstanding, are entitled to
one vote per share in all matters to be voted upon by shareholders. The shares
of common stock have no pre-emptive, subscription, conversion or redemption
rights and may be issued only as fully paid and non-assessable shares. Holders
of the common stock are entitled to share pro-rata in dividends and
distributions with respect to the common stock, as may be declared by the Board
of Directors out of funds legally available.
On July 18, 1997, the Company issued 500,000 shares of common stock for services
at a deemed value of $50.
On September 21, 1999, the Company implemented a 31:1 forward stock split. On
April 3, 2000, the Company reversed the previous 31:1 forward stock split. The
statements of changes in stockholders' equity have been restated to give
retroactive recognition of the stock split and reverse stock split. In addition,
all references to number of shares and per share amounts of common stock have
been restated to reflect the stock split and reverse stock split.
Proposed public offering of common stock
The Company has commenced with a "Blank Check" offering subject to Rule 419 of
the Securities Act of 1933, as amended, for 100,000 common shares to be sold at
a price of $1.00 per share.
Rule 419 requirements
Rule 419 requires that offering proceeds, after deduction for underwriting
commissions, underwriting expenses and deal allowances issued, be deposited into
an escrow or trust account (the "Deposited Funds" and "Deposited Securities",
respectively) governed by an agreement which contains certain terms and
provisions specified by the Rule. Under Rule 419, the Deposited Funds and
Deposited Securities will be released to the company and to the investors,
respectively, only after the company has met the following three basic
conditions. First, the company must execute an agreement(s) for an
acquisition(s) meeting certain prescribed criteria. Second, the company must
file a post-effective amendment to the registration statement that includes the
terms of a reconfirmation offer that must contain conditions prescribed by the
rules. The post-effective amendment must also contain information regarding the
acquisition candidate(s) and its business(es), including audited financial
statements. The agreement(s) must include, as a condition precedent to their
consummation, a requirement that the number of investors representing 80% of the
maximum proceeds must elect to reconfirm their investments. Third, the company
must conduct the reconfirmation offer and satisfy all of the prescribed
conditions, including the condition that investors representing 80% of the
Deposited Funds must elect to remain investors. The post-effective amendment
must also include the terms of the reconfirmation offer mandated by Rule 419.
The reconfirmation offer must include certain prescribed conditions that must be
satisfied before the Deposited Funds and Deposited Securities can be released
from escrow. After the company submits a signed representation to the escrow
agent that the requirements of Rule 419 have been met and after the
acquisition(s) is consummated, the escrow agent can release the Deposited Funds
and Deposited Securities. Investors who do not reconfirm their investments will
receive the return of a pro-rata portion thereof; and in the event investors
representing less than 80% of the Deposited Funds reconfirm their investments,
the Deposited Funds will be returned to the investors on a pro-rata basis.
<PAGE>
EASTERN MANAGEMENT CORPORATION
(formerly inFOREtech Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
--------------------------------------------------------------------------------
5. INCOME TAXES
The Company's total deferred tax asset at June 30 is as follows:
<TABLE>
<CAPTION>
=========================================================================== =============== ==============
June 30, March 31,
2000 2000
--------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
Tax benefit of net operating loss carryforward $ 1,613 $ 1,215
Valuation allowance (1,613) (1,215)
------------- -------------
$ -- $ --
=========================================================================== =============== ==============
</TABLE>
The Company has a net operating loss carryforward of approximately $10,752,
which if not used, will expire between the years of 2019 and 2020. The Company
has provided a full valuation allowance on the deferred tax asset because of the
uncertainty regarding realizability.
6. RELATED PARTY TRANSACTIONS
The Company does not maintain a checking account and all expenses incurred by
the Company are paid by an affiliate. For the three month period ended June 30,
2000, the Company accrued $2,650 for professional fees. The affiliate does not
expect to be repaid for the expenses it pays on behalf of the Company.
Accordingly, as the expenses are paid, they are classified as additional paid-in
capital.
<PAGE>
PLAN OF OPERATIONS
The following discussion of the plan of operations of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the three months ended June 30,
2000. This quarterly report contains certain forward-looking statements and the
Company's future operation results could differ materially from those discussed
herein.
Introduction
------------
We seek to acquire assets or shares of a business that generates revenues, in
exchange for our shares. When our registration statement becomes effective, our
President will attempt to find an acquisition candidate. Our President has not
engaged in any preliminary contact or discussions with any representative of any
other company regarding the possibility of an acquisition or merger as of the
date of our registration statement.
We will provide our shareholders with complete disclosure documentation
concerning potential business opportunities. Disclosure is expected to be in the
form of a proxy or information statement.
Our director intends to obtain certain assurances of value, including statements
of assets and liabilities, material contracts or accounts receivable statements
before closing a transaction.
We will remain a shell corporation until a merger or acquisition candidate is
identified. It is anticipated that our cash requirements will be minimal, and
that all necessary capital will be provided by the directors or officers. We do
not anticipate having to raise capital in the next twelve months. We do not
expect to acquire any plant or significant equipment.
We have not, and do not intend to enter into, any arrangement, agreement or
understanding with non-management shareholders allowing non-management
shareholders to directly or indirectly participate in or influence our
management of the Company.
We have no full time employees. Mr. Jason John is our only part time employee.
Mr. John has agreed to allocate a portion of his time to our activities, without
compensation. Mr. John anticipates that our business plan can be implemented by
him devoting approximately five (5) hours per month to our business affairs. We
do not expect any significant changes in the number of employees.
General Business Plan
---------------------
Our purpose is to acquire an interest in a business which seeks the perceived
advantages of an Exchange Act registered corporation. We will not restrict our
search to any specific business or industry. Management anticipates that it may
be able to participate in only one potential business venture because we have
nominal assets and limited financial resources.
We may seek a business combination with companies that have recently commenced
operations. It is likely that any business we select will require additional
capital to expand into new products or markets.
<PAGE>
We anticipate that the selection of a business opportunity will be complex and
extremely risky. Due to general economic conditions, rapid technological
advances and shortages of available capital, management believes there are
numerous firms seeking the perceived benefits of a publicly registered
corporation. Business opportunities may occur in different industries and at
various stages of development.
We currently have no capital to provide to the owners of business opportunities.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering.
The analysis of new business opportunities will be undertaken by Mr. Jason John
who is not a professional business analyst. Management intends to concentrate on
identifying business opportunities that may be brought to our attention through
Mr. John's business associations. In analyzing prospective business
opportunities, management will consider:
* the available technical, financial and managerial resources;
* working capital and other financial requirements;
* history of operations, if any;
* prospects for the future;
* nature of present and expected competition;
* the quality and experience of management services that may be
available and the depth of that management;
* the potential for further research, development, or exploration;
* specific risk factors which could be anticipated to impact our
proposed activities;
* the potential for growth or expansion;
* the potential for profit;
* the perceived public recognition of acceptance of products, services,
or trades;
* name identification; and
* other relevant factors.
We expect to meet personally with management and key personnel of the business
opportunity as part of our due diligence investigation. To the extent possible,
we intend to utilize written reports and personal investigations to evaluate
businesses. We will not acquire or merge with any company that cannot provide
audited financial statements within a reasonable period of time after closing of
the proposed transaction.
Our management will rely upon their own efforts and, to a much lesser extent,
the efforts of our shareholders, in accomplishing our business purposes. We do
not anticipate using outside consultants or advisors, except for legal counsel
and accountants. If we do retain an outside consultant or advisor, any cash fee
will be paid by the prospective merger/acquisition candidate, as we have no cash
assets.
We anticipate that we will incur nominal expenses in the implementation of our
business plan. Because we have no capital to pay these anticipated expenses,
present management will pay these charges with their personal funds, as interest
free loans. If additional funding is necessary, management and or shareholders
will continue to provide capital or arrange for additional outside funding. If a
merger candidate cannot be found within a reasonable period of time, management
will not continue to provide capital.
<PAGE>
How Our Acquisition May be Structured
-------------------------------------
To close our business acquisition, we may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. We may also acquire stock or assets of an
existing business. On closing, it is probable that our present management and
shareholders will no longer be in control. In addition, our directors may, as
part of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our shareholders. Management may negotiate or
consent to the purchase of all or a portion of our stock. Any terms of sale of
the shares presently held by officers and/or directors will be also afforded to
all other shareholders on similar terms and conditions. All sales will be made
in compliance with the securities laws of the United States and any applicable
state.
Management may visit material facilities, obtain independent verification of
information and check references of management and key personnel. We will
participate in a business opportunity only after the negotiation and signing of
appropriate written agreements.
Negotiations with target company management are expected to focus on the
percentage of our company that the target company shareholders will acquire. Our
percentage ownership in the combined company will likely be significantly lower
than our current ownership interest.
Competition
-----------
We are an insignificant participant among the firms that engage in the
acquisition of business opportunities. There are many established venture
capital groups and financial concerns that have significantly greater financial
and personnel resources and technical expertise than we do. In view of our
extremely limited financial resources and limited management availability we
will continue to be at a significant competitive disadvantage.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
None
<PAGE>
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 Financial Data Schedule
(b) Reports on Form 8-K
A Form 8K was filed on April 3, 2000 stating:
On September 27, 1999, seven corporate shareholders and four individual
shareholders reported on Schedule 13D under the Securities and Exchange
Act of 1934 that they had acquired 500,000 common shares of the Company
or 100% of the Company's issued common shares. Subsequent to the filing
of the Schedule 13D, the share purchase agreement was rescinded
resulting in the Company's original shareholders maintaining their
interest in the Company's common shares.
The Company's original shareholders were all party to lock up
agreements which are described in detail in the Company's Form 10SB
which was filed with the Securities and Exchange Commission on June 28,
1999. The share purchase agreement was entered into in contemplation of
a business acquisition by the Company which would have permitted
termination of the original shareholders' lock up agreements.
The Company's initial business purpose remains unchanged, namely, to
investigate business opportunities presented to it by persons or firms
who or which desire the advantages of reporting status under the
Securities and Exchange Act of 1934. The Company remains a "blank
check" company and management continues to seek potential business
opportunities for development by the Company.
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.
EASTERN MANAGEMENT CORP.
(formerly Inforetech Inc.)
Dated: August 10, 2000 Per: /s/ Jason John
--------------
Jason John, President and Director
