U.S. 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 fiscal quarter ended July 31, 2000
Commission file number 0-26955
Archer Systems Limited, Inc.
(Name of small business issuer as specified in its charter)
Delaware 22-3652650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 Lincoln Highway, Route 27, 2nd Floor, Iselin, NJ, 08830
(Address of principal executive offices)
(732) 906-9060
(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 _____
As of September 14, 2000, 529,129,442 shares of the Common Stock
were outstanding.
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
Form 10-QSB Index
July 31, 2000
PART I
Page
Number
Item 1. Financial Statements (Unaudited):
Balance Sheet at July 31, 2000..................................3
Statements of Operations and Accumulated Deficit for the
three months ended July 31, 2000 and cumulative
since inception to July 31, 2000................................4
Statements of Cash Flows for the three months ended July 31,
2000 and cumulative since inception to July 31, 2000............5
Notes to Financial Statements...................................6
Item 2. Management's Discussion and Analysis or Plan of Operations.....10
PART II
Item 1. Legal Proceedings..............................................11
Item 2. Changes in Securities..........................................12
Item 3. Defaults Upon Senior Securities................................12
Item 4. Submission of Matters to a Vote of Security Holders............12
Item 5. Other Information..............................................12
Item 6. Exhibits and Reports on Form 8-K...............................12
Signatures ...............................................................15
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
BALANCE SHEET
July 31, 2000
(Unaudited)
ASSETS
July 31, 2000
--------------
Current Assets:
Cash.........................................................$ 723
Accounts Receivable.......................................... 1,030
Other Current Assets......................................... 14,200
--------------
Total Current Assets..................................... 15,953
Other Assets:
Deposits................................................. 11,000
Investments - Long term.................................. 347,500
Prepaid Employment Contract.............................. 147,250
--------------
Total Other Assets........................................... 505,750
--------------
Total Assets.................................................$ 521,703
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued Liabilities..........................................$ 2,903
Accounts Payable............................................. 27,948
Deferred Revenues............................................ 7,188
--------------
Total Current Liabilities................................ 38,039
Long-term Liabilities:
Long-term Debt............................................... 111,317
--------------
Total Long-term Debt..................................... 111,317
Stockholders' Deficit:
Common stock, $.0001 par value; 600,000,000 shares
authorized; 529,129,442 shares issued...................... 864
Paid in Capital............................................. 605,699
Deficit Accumulated During the Development Stage............ (234,216)
--------------
Total Stockholders' Equity............................. 372,347
--------------
Total Liabilities & Stockholders' Deficit.........................$ 521,703
==============
See Accompanying Notes to Financial Statements.
3
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ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended Cumulative
July 31, 2000 July 31, 1999 From
(Unaudited) (Unaudited) Inception
------------- ------------- -----------
<S> <C> <C> <C>
Revenues
Revenue During Development Stage................$ 0 $ 0 $ 0
Revenues - Consulting........................... 4,312 0 4,312
------------- ------------- -----------
Total Revenues............................ 4,312 0 4,312
Expenses
Fair Value of Rent and Administration
Donated by Related Party..................... 1,800 1,200 8,400
General and Administrative Expenses............ 57,594 8,789 228,109
Interest Expense............................... 1,133 0 2,219
------------- ------------- -----------
Total Expenses............................. 60,527 9,989 238,728
Net Loss During Reactivation from Dormancy......... (56,215) (9,989) (234,416)
Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc............. 0 0 200
------------- ------------- -----------
Net Loss After Extraordinary Item.................. (56,215) (9,989) (234,216)
Accumulated Deficit - Beginning.................... (178,001) (19,800) 0
Accumulated Deficit - Ending....................... $ (234,216) $ (29,789) $ (234,216)
============= ============= ===========
Net Loss Per Share Before and After
Extraordinary Item (Based on Shares
Outstanding of 529,129,442) and
520,496,750, respectively.........................$ (.000107) $ (.000019) $ (.000446)
============= ============= ===========
</TABLE>
See Accompanying Notes to Financial Statements.
4
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended Cumulative
July 31, 2000 July 31, 1999 From
(Unaudited) (Unaudited) Inception
------------- ------------- -----------
<S> <C> <C> <C>
Cash Flows From Operations:
Net Loss After Extraordinary Item...................$ (56,215) $ (9,989) $ (234,216)
Adjustments to Reconcile Net Increase to
Net Cash Provided by Operations
Increase in Current Assets.......................... (14,200) 200 (15,230)
Increase in Other Assets............................ (344,750) - (505,750)
Increase in Current Liabilities..................... (1,797) 2,434 38,039
------------- ------------- -----------
(360,747) 2,634 (482,941)
------------- ------------- -----------
Net Cash Used in Operations......................... (416,962) (7,355) (717,157)
Cash Flows from Financing Activities:
Issuance of Common Stock............................ 356,625 - 606,563
Proceeds from Long-term Borrowings.................. 60,334 7,500 111,317
------------- ------------- -----------
Net Cash Provided by Financing Activities........... 416,959 7,500 717,880
------------- ------------- -----------
Net Increase (Decrease) in Cash..................... (3) 145 723
Cash Balance Beginning of Period.................... 726 0 0
------------- ------------- -----------
Cash Balance End of Period..........................$ 723 $ 145 $ 723
============= ============= ===========
</TABLE>
See Accompanying Notes to Financial Statements.
5
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2000
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies
A. Organization: Archer Systems Limited, Inc. was incorporated on March
19, 1986, under the laws of the State of Delaware. The Company was
established by Archer Limited, a foreign corporation based in
London, England which is no longer in existence. The Company adopted
a fiscal year ending, April 30.
The Company was organized to acquire the name and all the common
stock of a publicly traded computer related technology company. The
Company exchanged common stock on a one for one basis for the shares
of the computer technology company. On December 14, 1998, the
Company sold all the common stock and the name of Computer
Technology International, Inc. to an individual for $200.
Archer Systems Limited, Inc. has acquired and will continue to
develop and/or operate Internet and technology related companies
through majority owned subsidiaries or investment in other Internet
companies through venture capital arrangements. At the present time,
the Company is considering a number of proposals for potential
acquisitions, investments and/or strategic alliances. The Company is
also offering and providing various consulting services for
companies in the Internet and Technology related fields.
Because of the speculative nature of the Company, there are
significant risks, which are summarized as follows:
- Newly formed company has no operating history and minimal assets.
- Limited funds available for acquisitions.
- Management is inexperienced and offers limited time commitment.
- Conflict-of-interest, as all employees have other part-time or
full-time employment.
- The Company is considered to be in the development stage, as
defined in the Statement of Financial Accounting Standards No.
7. There have been minimal operations since incorporation.
B. Estimates: The preparation of financial statements in conformity
with generally accepted principles, requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the period. Actual results could differ
from those estimates.
6
<PAGE>
C. Method of Accounting: The financial statements have been prepared in
accordance with the accrual basis method of accounting. Under this
method of accounting, income and expenses are identified with
specific periods of time and are recorded as earned or incurred
without regard to date of receipt or disbursements of cash.
D. Earnings Per Share: Computed by dividing the net loss by the
weighted average number of shares outstanding during the year.
Common stock warrants attached to the Computer Technology, Inc.
shares expired prior to 1986, 15 months after issuance. They are
excluded from the earnings per share computation because of their
expiration date as well as their anti-dilutive effect on the loss
per share if there were such common stock equivalents.
E. Consolidation Policy: The consolidated financial statements include
all the accounts of Archer Systems Limited, Inc. and controlled
entities. The Company accounts for its investments in consolidated
subsidiaries by the equity method. All intercompany transactions are
eliminated.
Note 2 - Stockholders Equity
Incorporation Shares: Upon incorporation, the Company had authorized 100
shares of common stock, no par value.
In June 1986, the Company's officers approved a change in the authorized
shares from 100 shares common stock, no par value, to 600,000,000 shares
of common stock, $.0001 par value. The majority stockholder and
directors ratified the increase in authorized shares on December 14,
1998.
In June 1986, the Company exchanged 520,496,750 shares of common stock
of the Company for all the issued and outstanding common shares, on a
one for one basis, of Computer Technology International, Inc. (see Note
#1A).
On April 1, 2000, the Company issued to a vendor, 1,225,000 shares of
the Company's common stock per a financial services agreement.
On April 17, 2000, the Company issued 2,000,000 shares of the Company's
common stock in exchange for 2,000,000 shares of NextNet.com, Inc.
common stock in the acquisition of NextNet from Mr. L. Weinstein. (See
Note # 4)
On May 18, 2000, the Company issued 100,000 shares of the Company's
common stock to an individual for services rendered.
On May 18, 2000, the Company issued 4,307,692 shares of the Company's
common stock to acquire an equity interest in INFe.com as part of a
Strategic Alliance Agreement with Archer Systems Limited, Inc. (See Note
#4)
On July 13, 2000, the Company issued to an officer of the Company,
1,000,000 shares of the Company's common stock for services rendered.
7
<PAGE>
Note 3 - Related Party Transactions
A. Office Space: As of June 1, 1999, the Company shares office space at
75 Lincoln Highway, Iselin, New Jersey. The space is leased by GRQ
Financial, Inc. which is solely owned by Richard J. Margulies,
President of the Company. No rent is presently charged to the
Company by GRQ Financial, Inc. and no formal lease exists between
GRQ Financial, Inc. and the Company. The fair market value of
donated rent and administrative costs were determined to be $600 per
month. $1,800 was charged to rent expense during the quarter ended
July 31, 2000.
B. During the fiscal year ended April 30, 2000, the Company's president
and stockholder and a stockholder advanced to the Company $22,191
and $27,172 respectively. These loans are represented by nine
separate notes, are unsecured and carry an annual interest rate of
6%. Accordingly, these shareholder loans are recorded as long-term
debt due to related parties in the accompanying financial
statements. As of July 31, 2000 these shareholder loans are recorded
at $22,526 and $27,582 respectively.
C. During the quarter ended July 31, 2000, the Company' president and
stockholder and two stockholder's advanced to the Company $27,442,
$31,347 and $1,000 respectively. These loans are represented by nine
separate notes, are unsecured and carry an annual interest rate of
6%. Accordingly, these shareholder loans are recorded as long-term
debt due to related parties in the accompanying financial
statements.
Note 4 - Acquisitions and Commitments
On April 17, 2000, Mr. L. Weinstein, the sole stockholder of
NextNet.com, Inc., exchanged 2,000,000 shares of his company's stock for
2,000,000 of Archer Systems Limited and a five year employment
agreement, which commenced on April 27, 2000. Mr. Weinstein will serve
as President and Chief Executive Officer of the subsidiary during the
term of this agreement. During each calendar year of this agreement, the
employee shall receive an amount of dollars or property equal to twenty
percent of the net increase in equity of NextNet.com, Inc. during such
period, less any funds or capital has been invested into NextNet.com,
Inc. by third party investors during that period. In addition, the
employee is to receive each year during the term of this agreement, 20%
of the shares which NextNet.com receives in any entity through
compensation or exchange during the period of the agreement. Also, the
employee is to receive an option to purchase 250,000 shares of
NextNet.com's common stock at a strike price of five cents ($0.05).
During the fiscal year ended April 30, 2000, $155,000 was charged to a
prepaid employment contract, in connection with this exchange of stock,
and will be expensed over the next five years. In the quarter ended July
31, 2000, $7,750 was charged to amortization expense.
8
<PAGE>
On May 18, 2000 Archer Systems Limited, Inc. and INFe.com, a Florida
Corporation whose common stock is traded on the OTC-BB, entered into a
Strategic Alliance Agreement whereby they agreed to acquire an equity
interest in each other's corporation, so that they may pursue common
goals for their joint benefit. By the agreement, INFe.com agreed to
grant to Archer $336,000 worth of INFe.com's common stock, par value of
$.001 per share. The share price for the purpose of determining the
number of shares to be granted to Archer was measured at the average
trading price of the INFe.com stock over the thirty trading days prior
to May 18, 2000, which is 300,000 shares at $1.12 per share. The
INFe.com shares which shall be granted to Archer is subject to Rule 144
of the Securities and Exchange Commission. In exchange for the INFe.com
shares, Archer agreed to grant INFe.com $336,000 worth of the Company's
common stock, par value $.001 per share. The share price for the purpose
of determining the number of shares to be granted to INFe.com was
measured as the average trading price of the Archer stock over the
thirty trading days prior to the date of the signing of this agreement,
or 4,307,692 shares at $.078 per share. Such shares were granted subject
to Rule 144 of the Securities and Exchange Commission. INFe.com agreed
to include the INFe shares granted to Archer into the first Form SB-2
Public Offering Registration Statement that it filed with the SEC after
the date of this agreement subject to the parties entering into a
mutually agreeable lockup and leakout agreements. Archer agreed that the
Company will include the Archer shares granted to INFe.com into the
first Public Offering Registration Statement that the company files with
the SEC after May 18, 2000, subject to the parties entering into a
mutually agreeable lockup and leakout agreements.
On June 8, 2000, Archer Systems Limited, Inc. entered into a financial
advisory services agreement with Superwire.com, Inc. ("Superwire"), a
publicly traded company on the OTC Pink Sheets. The Company, by this
agreement, will assist Superwire in developing strategic alliances by
providing advisory services. The term of this agreement shall commence
from the date above through December 31, 2000. The Company received in
the form of a retainer, 25,000 shares of Superwire common stock, par
value $.001 per share. The Superwire shares are subject to Rule 144 of
the Securities and Exchange Act of 1933, as amended. No value has been
assigned to the shares due to the restriction placed on the common stock
received. The market price of Superwire common stock on July 27, 2000,
the date received by Archer was approximately $0.93.
9
<PAGE>
Item 2.
Management's Discussion and Analysis or Plan of Operation.
Plan of Operations
From 1986 until May 18, 2000, the Company conducted no business operations
except for organizational activities and looking for technologies and businesses
to acquire.
During the period from May 1, 1999 through April 30, 2000, the Company
acquired NextNet.Com, Inc., whose name has been changed to ArcusNet Corporation
and developed a strategic alliance with INFe.com. To date, the Company has had
minimal income from operations and operating expenses aggregating $238,728. The
Company is actively working to find additional suitable business opportunities
and/or technologies. The Company continues to concentrate its efforts in the
Internet and Technologies industries.The Company is also offering and providing
various consulting services for companies in the Internet and Technology related
fields.
The Company may have to raise additional funds from outside investors to
fund the various business opportunities the Company wishes to pursue. Management
intends to explore all available alternatives for debt and/or equity financing,
including but not limited to private and public securities offerings. The
Company has determined that the cash on hand will not be sufficient to meet its
operating needs for the next 12 months and anticipates having to obtain further
loans from an officer of the Company. Should the Company be unable to secure
such additional funding, its operations would have to be curtailed or even
cease. Accordingly, management expects that it will be necessary for the Company
to raise additional funds when the Company is ready to make an acquisition or
begin operations related to ArcusNet Corporation or other acquisitions. In its
efforts to raise capital to expand and finance its business plan, the Company
submitted a proposed "Term Sheet" to a New York based funding and investment
organization. The proposal involved initial funding of a minimum of $250,000 up
to a maximum of $500,000. Subsequently, management withdrew the proposed Term
Sheet submitted to the investment firm with the belief that it could obtain more
favorable terms elsewhere.
In addition, at least initially, the Company intends to continue to operate
out of an office provided by Richard Margulies. Thus, it is not anticipated that
the Company will lease or purchase office space or computer equipment in the
foreseeable future. The Company may in the future establish its own facilities
and/or acquire computer equipment if the necessary capital becomes available;
however, the Company's financial condition does not permit management to
consider the acquisition of office space or equipment at this time.
10
<PAGE>
Revenues
Revenues for the period ending July 31, 2000 totaled $4,312. These revenues
were for consulting services provided during the quarter. There were no revenues
recorded in the prior period ending July 31, 1999.
Rent and Administration
As of June 1, 1999, the Company shares office space at 75 Lincoln Highway,
Iselin, New Jersey. The space is leased by GRQ Financial, Inc. which is solely
owned by Richard J. Margulies, President of the Company. No rent is presently
charged to the Company and no formal lease exists. The fair market value of
donated rent and administrative costs assumed by the related party is $600 per
month and the Company has accrued three months of expenditures totaling $1,800
as of July 31, 2000.
General and Administrative Expenses
General and administrative expenses for the three months ended July 31,
2000 totaled $57,594 or in increase of $48,805 when compared with the previous
period ending July 31, 1999. The increase was primarily do to financial public
relations expenditures of $25,083 and consulting expenses of $17,500 incurred
during the period.
Interest Expense
Interest expense for the three months ended July 31, 2000 totaled $1,133
due to borrowing during the three month period ending July 31, 2000, and
including debt previously incurred. There was no interest expense incurred in
the prior period.
Liquidity and Capital Resources
The Company's cash position was $723 as of July 31, 2000, as compared with
a balance of $145 as of July 31, 1999. Cash flows from activities during the
three months ended July 31, 2000 used cash of $416,962 due to the net loss of
$56,215 adjusted for an increase in current assets of $14,200, an increase in
other assets of $344,750 and a decrease in current liabilities of $1,797.
The net cash provided by financing activities during the three months ended
July 31, 2000, consisted of long-term borrowings totaling $60,334 and the
issuance of common stock totaling $356,625. These proceeds funded operating
activities during the three month period.
During the next twelve months, Archer Systems Limited, Inc. plans to
satisfy its cash requirements through additional debt and/or equity financing.
There can be no assurance that the Company will be successful in raising the
additional financing.
As of the date of the filing of this report, there were no commitments for
material capital expenditures.
11
<PAGE>
PART II
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
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
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits marked with a footnote reference were filed with a
periodic report filed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the exhibit is filed
with this report.
Number Exhibit
2 Form of Agreement and Plan of Reorganization dated April 17,
2000, by and between Archer Systems Limited, Inc. and
NextNet.com (5)
3 Certificate of Incorporation of Company filed with the Secretary
of State of Delaware on March 19, 1986. (1)
3.1 Certificate for renewal and revival of Charter of the Company
filed with the Secretary of State Division of Corporations on
December 2, 1998. (1)
3.2 Certificate of Amendment of the Certificate of Incorporation of
Archer Systems Limited, Inc., filed with the Secretary of State
Division of Corporations on February 12, 1999. (1)
3.3 Certificate of Correction to Certificate of Amendment of the
Certificate of Incorporation of Archer Systems Limited, Inc.,
filed February 12, 1999 with the Secretary of State Division of
Corporations. (1)
12
<PAGE>
3.4 Copy of the by-laws of the Company. (1)
4 Specimen Stock Certificate. (1)
10.1 Copy of 6% Promissory Note Due June 30, 2001. (2)
10.2 Copy of 6% Promissory Note Due June 8, 2001. (2)
10.3 Copy of 6% Promissory Note Due August 1, 2001. (3)
10.4 Copy of 6% Promissory Note Due August 17, 2001. (2)
10.5 Copy of 6% Promissory Note Due November 18, 2001. (4)
10.6 Employment Agreement dated April 25, 2000 between NextNet.com
and Larry Weinstein (5)
10.7 Copy of 6% Promissory Note Due February 15, 2002. (7)
10.8 Copy of 6% Promissory Note Due March 9, 2002. (7)
10.9 Copy of 6% Promissory Note Due March 20, 2002. (7)
10.10 Copy of 6% Promissory Note Due April 9, 2002. (7)
10.11 Form of Strategic Alliance Agreement dated May 18, 2000. (6)
10.12 Agreement dated June 8, 2000 between the Company and
Superwire.com, Inc. (7)
10.13 Agreement dated July 21, 2000 between the Company and ComLinx,
Inc. (7)
10.14 Agreement dated July 22, 2000 between ArcusNet Corporation and
Cydoor Technologies, Inc. (7)
10.15 Copy of 6% Promissory Note due April 11, 2002
10.16 Copy of 6% Promissory Note Due April 30, 2002
10.17 Copy of 6% Promissory Note due May 4, 2002
10.18 Copy of 6% Promissory Note Due May 29, 2002
10.19 Copy of 6% Promissory Note due June 12, 2002
13
<PAGE>
10.20 Copy of 6% Promissory Note due June 13, 2002
10.21 Copy of 6% Promissory Note Due June 15, 2002
10.22 Copy of 6% Promissory Note Due July 30, 2002
10.23 Copy of 6% Promissory Note Due July 30, 2002
21 Subsidiaries of the Company
27 Financial Data Schedule
_____________
(1) Filed as an exhibit to the Company's Form 10SB12G/A filed
September 10, 1999 and incorporated herein by this reference
(2) Filed as an exhibit to the Company's Form 10QSB/A filed December
9, 1999 and incorporated herein by this reference.
(3) Filed as an exhibit to the Company's Form 10SB/A filed December
14, 1999 and incorporated herein by this reference.
(4) Filed as an exhibit to the Company's Form 10QSB filed March 15,
2000 and incorporated herein by this reference.
(5) Filed as an exhibit to the Company's Form 8-K filed on May 8,
2000 and incorporated herein by this reference.
(6) Filed as an exhibit to the Company's Form 8K/A filed June 14,
2000 and incorporated herein by this reference.
(7) Filed as an exhibit to the Company's Form 10-KSB filed July 31,
2000 and incorporated herein by this reference.
(b) Reports on Form 8-K.
A Form 8-K was filed on May 8, 2000 disclosing in Item 2 the
acquisition of Next Net, Inc.
A Form 8-K was filed on June 14, 2000 disclosing in Item 2 a
Strategic Alliance Agreement with INFe.com
A Form 8-K/A was filed on June 14, 2000 disclosing in Item 7 an
exhibit (proforma balance sheet) in regard to the Strategic Alliance
Agreement with INFe.com.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: September 15, 2000
ARCHER SYSTEMS LIMITED, INC.
By:/s/Richard J. Margulies
-----------------------
Richard J. Margulies
President
By:/s/Walter J. Krzanowski
-----------------------
Walter J. Krzanowski
Secretary/Treasurer
15
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EXHIBIT INDEX
Exhibit No Description Page
10.15 Copy of 6% Promissory Note due April 11, 2002.................2
10.16 Copy of 6% Promissory Note Due April 30, 2002.................3
10.17 Copy of 6% Promissory Note due May 4, 2002....................4
10.18 Copy of 6% Promissory Note Due May 29, 2002...................5
10.19 Copy of 6% Promissory Note due June 12, 2002..................6
10.20 Copy of 6% Promissory Note due June 13, 2002..................7
10.21 Copy of 6% Promissory Note Due June 15, 2002..................8
10.22 Copy of 6% Promissory Note Due July 30, 2002..................9
10.23 Copy of 6% Promissory Note Due July 30, 2002.................10
21 Subsidiaries of the Company..................................11
1
