<PAGE> 1
FORM 10-QSB
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ___________________
Commission file number:
BIO-AQUA SYSTEMS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0926223
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
350 East Las Olas Boulevard, Suite 1700, Ft. Lauderdale, Florida 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 766-7879
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 report(s), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 2000, there were 940,000 shares of Class A Common Stock, par
value $.0001 per share, and 1,700,000 shares of Class B Common stock, par value
$.0001 per share, outstanding.
<PAGE> 2
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information............................................. 1
Item 1. Financial Statements (unaudited).................................. 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 10
Part II. Other Information................................................. 14
i
<PAGE> 3
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
-------------- --------------
(Unaudited)
<S> <C> <C>
A S S E T S
Current Assets:
Cash and cash equivalents $ 74,613 $ 102,621
Accounts receivable net of allowance for doubtful
accounts of approximately $118,000 1,965,271 2,239,870
Other receivables 1,731,432 242,937
Inventory 568,427 594,283
Income taxes receivable 84,669 120,122
Offering costs -- 303,496
Other current assets 85,023 405,947
---------- ----------
Total Current Assets 4,509,435 4,009,276
Property and Equipment, net 2,637,819 752,854
Goodwill 861,218 --
Other Assets 38,421 1,564,179
---------- ----------
$8,046,893 $6,326,309
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 4
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- --------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,893,950 $ 1,164,099
Obligations with banks:
Line-of-credit 1,762,184 2,194,123
Current portion 85,358 80,743
Notes payable -- 644,415
Bridge loan payable -- 150,000
Due to stockholder 1,300,000 1,300,000
----------- -----------
Total Current Liabilities 5,041,492 5,533,380
----------- -----------
Long-Term Liabilities:
Obligations with banks, excluding
current portion 217,343 378,161
----------- -----------
Minority Interest 33,706 --
----------- -----------
Stockholders' Equity:
Class A common stock 94 9
Class B common stock 170 170
Preferred stock -- --
Additional paid-in capital 4,035,289 529,444
Retained earnings 231,639 377,752
Accumulated other comprehensive income (1,512,840) (492,607)
----------- -----------
Total Stockholders' Equity 2,754,352 414,768
----------- -----------
$ 8,046,893 $ 6,326,309
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 5
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Three Months Ended September 30, 2000 and 1999
2000 1999
----------- -----------
Revenues $ 288,478 $ 1,491,355
Cost of Operations 122,276 1,118,926
----------- -----------
Gross Profit 166,202 372,429
General and Administrative Expense 50,332 34,755
----------- -----------
Income from Operations 115,870 337,674
----------- -----------
Other Income (Expenses):
Other, net 48,447 (124,148)
Interest expense (53,783) (103,637)
----------- -----------
(5,336) (227,785)
----------- -----------
Net Income $ 110,534 $ 109,889
=========== ===========
Net Income Per Common Share $ .05 $ .07
=========== ===========
Weighted Average Common Shares Outstanding 2,640,000 1,790,000
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3
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BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Nine Months Ended September 30, 2000 and 1999
2000 1999
----------- -----------
Revenues $ 3,693,859 $ 4,454,395
Cost of Operations 2,694,188 3,087,682
----------- -----------
Gross Profit 999,671 1,366,713
General and Administrative Expense 946,794 981,529
----------- -----------
(Loss) Income from Operations 52,877 385,184
----------- -----------
Other Income (Expenses):
Other, net 55,714 29,470
Interest expense (254,704) (317,324)
----------- -----------
(198,990) (287,854)
----------- -----------
Net (Loss) Income $ (146,113) $ 97,330
=========== ===========
Net (Loss) Income Per Common Share $ (.07) $ .06
=========== ===========
Weighted Average Common Shares Outstanding 2,215,000 1,739,882
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 7
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Class A Class B Additional Cumulative Total
Common Common Paid-in Retained Translation Stockholders'
Stock Stock Capital Earnings Adjustment Equity
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 9 $ 170 $ 529,444 $ 377,752 $ (492,607) $ 414,768
Issuance of Class A common stock from
public offering, net 85 -- 3,505,845 -- -- 3,505,930
Net Loss -- -- -- (146,113) -- (146,113)
Translation adjustment -- -- -- -- (1,020,233) (1,020,233)
----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 2000 $ 94 $ 170 $ 4,035,289 $ 231,639 $(1,512,840) $ 2,754,352
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 8
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) income $ (146,113) $ 97,330
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 245,644 184,072
Allowance for bad debt 20,000 --
Minority interest 33,706 --
Loss on disposal of fixed assets -- --
Translation adjustment (1,020,233) (462,243)
Changes in assets and liabilities:
Decrease (increase) in:
Accounts receivable, net 274,599 212,216
Other receivables (1,235,083) 69,082
Inventory 25,856 (16,564)
Income taxes receivable -- 3,908
Other current assets 320,924 (184,905)
Due from suppliers -- (371,770)
Intangibles (28,586) --
Increase (decrease) in:
Accounts payable and accrued expenses 480,218 279,371
----------- -----------
Net Cash (Used in) Operating Activities (1,029,068) (189,503)
----------- -----------
Cash Flows from Investing Activities:
Acquisition of property and equipment (73,303) (77,313)
Acquisition of subsidiary (861,218) --
----------- -----------
Net Cash Used in Inventory Activities (934,521) (77,313)
----------- -----------
</TABLE>
6
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BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Financing Activities:
Payments of long-term debt $ (805,233) $ (115,805)
Payment of underwriting discounts (552,500) --
Payment of offering costs (379,362) (285,121)
Net (repayments) proceeds of lines-of-credit (427,324) 785,928
Net proceeds (repayments) to related parties -- (311)
Proceeds from bridge loan (150,000) 150,000
Proceeds from public offering 4,250,000 --
----------- -----------
Net Cash Provided by Financing Activities 1,935,581 534,691
----------- -----------
(Decrease) Increase in Cash and Cash Equivalents (28,008) 267,875
Cash and Cash Equivalents - Beginning of Period 102,621 136,489
----------- -----------
Cash and Cash Equivalents - End of Period $ 74,613 $ 404,364
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 254,704 $ 317,432
Supplemental Disclosure of Non-Cash Investing Activities:
Acquisition of Krisel, S.A
Assets acquired 2,732,030 --
Liabilities assumed (2,014,420) --
Supplemental Disclosure of Non-Cash Financing Activities:
Issuance of Class A common stock in
connection with offering -- 118,122
</TABLE>
7
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BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited) With Respect to September 30, 2000 and 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Bio-Aqua Systems, Inc., (the "Company"), is a
Florida corporation incorporated in March 1999 as a holding
company to acquire Tepual, S.A., a Chilean corporation. Tepual,
S.A. is in the business of researching and developing production
and control systems related to animal nutrition. The Company
provides brokerage services and technical advice in the production
of meals for feed for aquaculture, poultry and cattle farming. In
addition, the Company researches poultry vaccines.
BASIS OF PRESENTATION - In March 2000, the Company acquired 99.9%
of the issued and outstanding common stock of Tepual, S.A., in
exchange for 1,700,000 shares of Class B common stock which took
effect as of the closing of the initial public offering of the
Company's stock. In order to comply with Chilean law and the
requirements of the Central Bank of Chile for foreign investments,
two stock purchase agreements were effectuated at the time of the
closing of the initial public offering of the Company's stock
whereby (i) Atik, S.A. ("Atik"), a Chilean corporation and
Flagship Import Export LLC ("Flagship"), a Nevada limited
liability company, purchased 1,699,900 shares of Class B common
stock and, (ii) the Company purchased Atik and Flagship's 99.9%
interest in Tepual, S.A. and Tepual, S.A. then became a majority
owned (99.9%) subsidiary of the Company. The substance of this
transaction is an exchange of shares between the Company and Atik
and Flagship which was accounted for as a combination of entities
under common control. Generally accepted accounting principles
prescribe giving effect to a consummated business combination in
financial statements that do not include the date of consummation
as if the business combination occurred at the beginning of the
first period presented. Accordingly, the combined financial
statements for all periods presented have been prepared assuming
the acquisition by the Company took place on January 1, 1997, that
the Company was incorporated on that date, and the exchange of
shares was effectuated at that time. Because the Company was not
formed until March 1999, historical and proforma financial
statements are not included herein because the assets,
liabilities, revenues and expenses and net income of Bio-Aqua
Systems, Inc. are not material to the information presented. These
financial statements became the historical combined financial
statements of the Company after financial statements covering the
date of consummation of the business combination were issued.
8
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BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
Notes to Supplemental Consolidated Financial Statements (Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
FUNCTIONAL CURRENCY - The financial statements have been
translated in accordance with the provisions set forth in
Statement of Financial Accounting Standards No. 52, from Chilean
pesos (the functional currency) into US dollars (the reporting
currency). The exchange rate used at September 30, 2000 was 563.06
pesos to U.S. $1 and at December 31, 1999, was 530.07 pesos to
U.S. $1. The weighted average exchange rate used for the nine
months ended September 30, 2000 was 529.10 pesos to U.S. $1 and
for the year ending December 31, 1999 was 515.08 pesos to U.S. $1.
EARNINGS PER COMMON SHARE - Earnings per common share are based on
the weighted average number of shares outstanding of 2,215,000 and
2,640,000 for the three and nine months ended September 30, 2000
and 1,739,882 and 1,790,000 for the three and nine months ended
September 30, 1999 giving effect to common stock equivalents, none
of which existed in the aforementioned periods.
9
<PAGE> 12
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Management's discussion and analysis contains various "forward looking
statements". Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may", "expect", "anticipate", "estimate" or "continue" or use of
negative or other variations or comparable terminology.
The Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those
contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.
OVERVIEW
The Company generates substantially all of its revenues from the sale of certain
products such as fish meal, feather meal and krill meal which the Company
purchases from third parties under its own Tepual and Inual brands for resale to
customers throughout the world. As of September 30, 2000, the Company has sold
two automatic control systems for fish meal processing, certain immune
stimulants for farm raised salmon on a testing basis, as well as poultry
vaccines developed by the Company.
As a result of fishing restrictions imposed in Chile during the last quarter,
results of operators were adversely impacted. Revenues decreased in trading
activities and no sales of the automatic control systems were made. It is
uncertain as to when these fishing restrictions will be lifted.
During the quarter ended September 30, 2000 the Company restructured its krill
fishing operation and took effective control of Krisel, S.A., formerly Kelor
Trading, Ltd. ("Kelor"), a fishing vessel company. Loans previously made to
Kelor were converted into a 90% ownership interest in the fishing vessel, the
Rudolf Sirge, which is included in property and equipment, net at a value of $2
million. Management believes that with this restructuring its krill operations
will be more efficient and when operational will be more profitable.
As a result of the present fishing restrictions in Chile, management is seeking
to increase its export efforts of its automatic control systems and other
products to other countries including Peru. In addition, the red tide project
and immune stimulant products continue to be tested with positive results.
10
<PAGE> 13
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
RESULTS OF OPERATIONS
Gross revenues for the nine months ended September 30, 2000 decreased by
$760,537 when compared to the nine months ended September 30, 1999 from
$4,454,395 to $3,693,858 or 17%, due to a decrease in trading activities during
the third quarter of 2000. This decrease is due in part to fishing restrictions
in Chile which have decreased the amount of fish meal available for trading. In
addition and related to the fishing restrictions, the Company failed to sell
automatic control systems which were anticipated to take place in the second
half of fiscal year 2000. Further, the decrease is also due to the cost and
expense of redirecting marketing efforts of the Company's poultry vaccines from
Chile to Peru. Management has determined that the market for vaccines in Chile
is smaller than anticipated and therefore is focusing on developing a market in
Peru.
Cost of operations for the nine months ended September 30, 2000, decreased by
$393,494 when compared to the nine months ended September 30, 1999 from
$3,087,682 to $2,694,188 or 12%, as a result of the fluctuations of the prices
of fish meal, feather meal and krill meal in our brokerage business. In
addition, the decrease in cost is directly related to the decrease in revenues
previously explained.
Gross profit percentage declined by approximately 4% (from 31% to 27%) for the
nine months ended September 30, 2000 when compared to the nine months ended
September 30, 1999 mostly due to the decrease in sales experienced in the third
quarter of 2000 and the devaluation of the Chilean peso against the dollar which
increased the costs of krill.
General and administrative expenses decreased by $34,735 or 4% from $981,529 to
$946,794 for the nine months ended September 30, 2000 when compared to the same
period during 1999. This decrease was principally attributed to a reduction in
administrative overhead.
Other income (expenses) increased from $29,470 for the nine months ended
September 30, 1999 to $55,714 for the nine months ended September 30, 2000, an
increase of $26,244 or approximately 89%. This increase is due to an increase in
interest income on loans to a supplier.
Net loss for the nine months ended September 30, 2000 increased by $243,443,
from net income of $97,330 for the nine months ended September 30, 1999 to a net
loss of $146,113 for the same period in 2000. The increase in net loss was
prompted by an allowance for bad debt recorded for the nine months ended
September 30, 2000 of approximately $118,000 and an inventory reserve recorded
of approximately $200,000.
11
<PAGE> 14
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999 (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
While the Company received net proceeds from its initial public offering of
$3,697,500 in March 2000, its liquidity and capital resources have been
adversely affected by the results of operations caused principally by the
fishing restrictions in Chile. In addition, the Company incurred additional
expenses in connection with the restructuring of its krill operations.
At September 30, 2000, the accounts receivable decreased by $274,599 when
compared at December 31, 1999, from $2,239,870 in 1999 to $1,965,271 in 2000.
The decrease in receivables was prompted by collections made from the Chilean
government on outstanding projects.
Inventory decreased by $25,856 at September 30, 2000, when compared to December
31, 1999, from $594,283 to $568,427. The decrease was attributable to the
decline in sales for the quarter ended September 30, 2000 which made the Company
maintain lower inventory levels.
Other receivables increased to $1,731,432 at September 30, 2000 from $242,937 at
December 31, 1999, an increase of $1,488,495. The increase is due to the
acquisition of Krisel, S.A. by the Company.
Income taxes receivable decreased to $84,669 at September 30, 2000 from $120,122
at December 31, 1999, a decrease of $35,453. This decrease was prompted by
collections made on these taxes from the Chilean Government.
Accounts payable and accrued expenses increased by $480,218 from $1,164,099 at
December 31, 1999 to $1,644,317 at September 30, 2000. The increase in payables
was also due the acquisition of Krisel, S.A.
The lines-of-credit with banks decreased from $2,194,123 at September 30, 1999
to $1,762,184 at September 30, 2000, a decrease of $431,939. This decrease was
due to payments made on these lines-of-credit with the proceeds from the public
offering made on March 2000.
To facilitate its need for additional working capital, the Company is seeking to
renegotiate its short term debt and using its fishing vessel as collateral to
obtain long term financing.
12
<PAGE> 15
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
USE OF PROCEEDS
On March 29, 2000, the Securities and Exchange Commission declared effective the
Company's registration statement on Form SB-2 in connection with its initial
public offering. A total of 425,000 units (each unit consisting of 2 shares of
Class A common stock and 2 redeemable common stock purchase warrants) were sold
at a price of $10 per unit to the underwriters through their representatives
Institutional Equity Corporation and Capital West Securities. The aggregate
gross proceeds raised in connection with the IPO were $3,697,500 net of $552,500
of underwriters discounts. As of September 30, 2000, the Company had used the
proceeds from this offering as follows:
1. Reduction of bank debt by approximately $740,000.
2. $400,000 was paid as a portion of the $1.3 million purchase price for
Profeed, Inc.
3. Paid offering costs of approximately $466,000 excluding underwriters
discounts.
4. Repayment of bridge loans by approximately $160,000.
5. Paid approximately $338,000 for development of Red Tide Kits, Immune
Stimulants and Poultry Vaccines.
6. Used approximately $643,500 for trading working capital.
7. Opened a certificate of deposit with bank for $950,000.
13
<PAGE> 16
BIO-AQUA SYSTEMS, INC. AND SUBSIDIARIES
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 Securities Holders
None
ITEM 5: Other Information
The following directors and officers resigned from the Company on the
dates indicated:
David Mayer June 5, 2000
Sergio Vivanco July 27, 2000
Guillermo Quiroz August 8, 2000
The remaining members of the board of directors, pursuant to the bylaws
of the Company, appointed the following individuals to serve on the
Company's board of directors until the next annual meeting:
NAME AGE POSITION
---- --- --------
Sergio Figueroa 31 Director, Chief Financial Officer
Pedro Sayes 46 Director
Oscar Cornejo 52 Director
SERGIO FIGUEROA - Mr. Figueroa serves as the Company's Chief Financial
Officer. He was an economics professor at the Universidad de Andres Bello in
Chile from 1992 to 1996. From 1993 through 1996 he served as a financial analyst
for Groupo Penta, a Latin American holding company with interests in banking and
pension funds. From 1996 though 1998 he served as an economic advisor for the
Mining Society of Chile. Since July 1999, Mr. Figueroa has served as president
of Acorp, a Chilean financial services company. Since August 2000, he has served
as president and chairman of Fuerzag.com S.A., a Chilean internet company. Mr.
Figueroa graduated from the Universidad de Chile with a degree in economics and
commercial engineering.
14
<PAGE> 17
PEDRO SAYES - Mr. Sayes has been working for the Company for
approximately 13 years in the Company's automatic control division. Mr. Sayes
designs and develops automatic control equipment and systems. Mr. Sayes
graduated from the Universidad de Santiago in Santiago, Chile with a degree in
electronic engineering.
OSCAR CORNEJO - Mr. Cornejo has provided consulting services for the
Company's automatic control division. He is a member of the International
Fishmeal and Oil Association (IFOMA) and an international consultant for the
Food Agricultural Organization (FAO). He also is a private consultant to the
food and fish industry. From 1986 through 1998, Mr. Cornejo was the technical
director and general manager of Boher Chile, a leading fructose and corn syrup
processor in South America. Mr. Cornejo also served as the managing director of
Compania Pesquera San Pedro, a fish meal and canning company in Chile, for 14
years. Mr. Cornejo graduated from the Universidad de Concepcion and Universidad
CatClica de Valparaiso with degrees in chemistry and chemical engineering.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
15
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as a duly authorized officer as the chief financial officer of the
Registrant.
BIO-AQUA SYSTEMS, INC.
By: /s/ MAX RUTMAN
---------------------------------
Max Rutman, President
and Chief Executive Officer
By: /s/ SERGIO FIGUEROA
---------------------------------
Sergio Figueroa, Chief Financial
Officer (authorized Officer
and Chief Accounting Officer)
DATED: November 22, 2000
16
