UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission file number 001-15301
EQUITYALERT.COM, INC.
---------------------
(Name of small business issuer as specified in its charter)
NEVADA 58-2377963
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1628 West 1ST Avenue, Suite 119, Vancouver, B.C. V6J 1G1
- -------------------------------- --------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 659-5009
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.00001 par value, listed on the OTC Bulletin Board
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing for the
past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( X )
Revenues for last fiscal year were $ 0
Aggregate market value of Common Stock, $0.00001 par value, held by
non-affiliates of the registrant as of April 10, 2000: $54,734,791. Number of
shares of Common Stock, $0.00001 par value, outstanding as of April 10, 2000:
41,398,186.
DOCUMENTS INCORPORATED BY REFERENCE: None
- ------------------------------------ ----
<PAGE>
ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submissions of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for the Registrants' Common Equity and Related
Stockholder Matters 5
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 24
PART III
Item 9. Directors and Executive Officers of the Registrant 24
Item 10. Executive Compensation 24
Item 11. Security Ownership of Certain Beneficial Owners and Management 25
Item 12. Certain Relationships and Related Transactions 26
PART IV
Item 13. Exhibits and Reports on Form 8-K 26
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS
Except for the historical information contained herein, the discussion in
this Annual Report on Form 10-KSB contains certain forward-looking statements
that involve risk and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in this
document should be read as being applicable to all related forward-looking
statements wherever they appear in this document. The Company's actual results
could differ materially from those discussed herein.
THE COMPANY
EquityAlert.com, Inc. ("EquityAlert" or the "Company") operates a financial
news and information website (www.equityalert.com). The Company was incorporated
under the laws of the State of Florida on January 13, 1997, under the name of
San Marino Minerals, Inc. On March 10, 1999, the Company filed Articles of
Merger in the State of Nevada and on June 3, 1999, the Company amended its
articles of incorporation to change its name to Equityalert.com, Inc.
DESCRIPTION OF BUSINESS
With the proliferation of financial information on the Internet, more and
more individuals are taking greater control of their investments and trading
securities through an online broker versus the traditional securities broker.
The online investor represents one of the most desirable of any demographic
on the web, being better educated, having a higher income and net worth than
most other online users. Consequently, since launching EquityAlert.com on June
7, 1999, the Company's main focus has been to build its subscribers base of
online investors by offering individuals free subscriptions to its website.
Subscribers to EquityAlert's free website enjoy a broad suite of financial
news and information, including live chat, message boards, IPO information,
stock splits, bonds, interest rates, analyst coverage, and mutual fund news and
public company press releases via email.
Composed of a wide cross section of professionals and managers (25%),
technologists (15%), business owners (12%) and retirees (10%), the Company's
subscriber base is active in the markets, with 83% completing up to 7 trades per
week and 9% completing between 8 and 10 trades per week. Sixty four percent
(64%) of EquityAlert's subscribers conduct trades through an online broker,
while 18% use a discount broker. Almost a quarter of EquityAlert's subscribers
have portfolios of over $250,000, with 16% reporting total assets of over
$300,000, while 6% reported $1,000,000-plus in total investments.
In October 1999, EquityAlert.com began to e-mail its subscriber base public
company press releases and news and information on mutual funds. Since launching
its e-mail alert service, EquityAlert's e-mail volume has steadily increased. In
October 1999, the Company forwarded 2.2 million e-mails, in November, 3.2
million, in December, 5.5 million, in January 2000, 5.9 million, in February
2000, 6.9 million and in March 2000, 16.1 million emails.
In December 1999, the Company established a Sales and Marketing division,
which began to sell advertising on its e-mail alerts in early January 2000. The
Company expects to generate the majority of its future revenues from advertising
sales on its e-mail alerts.
The competition for online investors is intense, with many better
capitalized and well managed companies offering similar information services as
EquityAlert. This competition comes from direct competitors, such as traditional
media sources and websites like SmartMoney.com, Multex.com, TheStreet.com,
Ragingbull.com, Siliconinvestor.com and hundreds of others, as well as from many
indirect competitors, such as online brokerage firms and online portals such as
Yahoo and America Online.
The competition for the online investor is expected to increase in the
future as greater a number of vendors come online. The Company believes there
are no substantial barriers to entry and expects competition to intensify. The
3
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Company believes that the number of companies relying on fees from Internet
based services or advertising has increased substantially during the past year.
The Company believes the main competitive factors in this market are brand
recognition, user or subscribe base, ease of use of site, variety of value-added
services, features and quality of support.
While competition is expected to intensify in the future, the high growth
of the Internet itself is expected to expand the size of the marketplace in
order to allow for many competitors. With the number of Internet users around
the world constantly growing, the Computer Industry Almanac projects that
worldwide users will reach 320 million by the end of year 2000, and surpass 720
million by 2005.
Employees
- ---------
At December 31, 1999, the Company employed 8 full time and 1 part-time
person. To the best of the Company's knowledge, none of the Company's officers
or directors is bound by restrictive covenants from prior employers. None of the
Company's employees are represented by labor unions or other collective
bargaining groups. The Company considers its relationship with its employees to
be excellent.
Intellectual Property
- ---------------------
The Company relies on a combination of trademark, copyright law, trade
secret protection, confidentiality agreements and other contractual arrangements
with employees, vendors and others to protect its rights to intellectual
property. Theses measures, however, may be inadequate to deter misappropriation
of proprietary information. The Company has begun the process to trademark its
name in the United States and certain European countries. Effective trademark,
copyright and trade secret protection may not be available in every country in
which EquityAlert offers or intend to offer its services. Failure to adequately
protect its intellectual property could harm the Company's brand, devalue its
proprietary content and affect the Company's ability to compete effectively.
Environmental Matters
- ---------------------
The Company believes it conducts its business in compliance with all
environmental laws presently applicable to its facilities. To date, there have
been no expenses incurred by the Company related to environmental issues.
Government Regulation
- ---------------------
The Company is not subject to any direct governmental regulation other than
the securities laws and regulations applicable to all publicly owned companies,
and laws and regulations applicable to businesses generally.
ITEM 2: PROPERTIES
The Company's office is located at 1628 West 1st Ave, Suite 119, Vancouver,
B.C., V6J 1G1. This office is 393 square feet and is leased for $588.5 Canadian
per month, until December 31, 2000, with an option to renew for a further 24
months. The Company also subleases 143.4 square feet of office space located at
15 Wertheim Court, Suite 311, Richmond Hill, Ontario, for $250 Canadian, until
February 28, 2002.
ITEM 3: LEGAL PROCEEDINGS
The Company is not involved in any pending legal proceedings.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders in the
fourth quarter of 1999.
4
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PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information
The Company's Common Stock is listed on the OTC Bulletin Board under the
symbol "EINC". The following table sets forth the high and low closing prices
for the periods indicated:
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
First Quarter 1998 $ 0.687 $ 0.218
Second Quarter 1998 $ 0.380 $ 0.015
Third Quarter 1998 $ 0.10 $ 0.01
Fourth Quarter 1998 $ 0.55 $ 0.15
First Quarter 1999 $ 0.55 $ 0.45
Second Quarter 1999 $ 5.00 $ 0. 562
Third Quarter 1999 $ 7.75 $ 3.50
Fourth Quarter 1999 $ 6.25 $ 2.187
</TABLE>
(b) Holders
As at March 16, 2000 there were approximately 57 registered stockholders of
record of the Company's Common Stock.
(c) Dividend Policy
The Company has never paid a dividend and does not anticipate paying any
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain the Company's earnings, if any, for the development of the
Company's business.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto included in Item 7 of this Form 10-KSB. Except for
the historical information contained herein, the discussion in this Annual
Report on Form 10-KSB contains certain forward-looking statements that involve
risk and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here.
OVERVIEW
The Company operates a financial news and information website located at
www.equityalert.com. Since launching EquityAlert.com on June 7, 1999, the
Company's main focus has been to build its subscribers base of online investors
by offering individuals free subscriptions to its website.
Subscribers to EquityAlert's free website enjoy a broad suite of financial
news and information, including live chat, message boards, IPO information,
stock splits, bonds, interest rates, analyst coverage, and mutual fund news and
public company press releases via email.
In October 1999, EquityAlert.com began to e-mail its subscriber base public
company press releases and news and information on mutual funds. Since launching
its e-mail alert service, EquityAlert's e-mail volume has steadily increased. In
October 1999, the Company forwarded 2.2 million e-mails, in November, 3.2
million, in December, 5.5 million, in January 2000, 5.9 million, in February
2000, 6.9 million and in March 2000, 16.1 million emails.
In December 1999, the Company established a Sales and Marketing division,
which began to sell advertising
5
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on its e-mail alerts in early January 2000. The Company expects to generate the
majority of its future revenues from advertising sales on its e-mail alerts.
To date, the Company has incurred significant ongoing operating losses due
to costs related to business development, website development, management and
staff recruitment and other costs associated with establishing corporate
infrastructure necessary for expanding on a national basis. Although planned
principal operations have commenced, substantial revenues have yet to be
realized.
RESULTS OF OPERATIONS
Revenues. The Company did not generate revenues for the years ended December 31,
1999 and 1998, respectively. In January 2000, the Company began to sell
advertising on its e-mail alerts, from which the Company expects to derive the
majority of its potential revenues in the future.
General and Administrative Expenses. During 1999, the Company incurred $383,389
in general and administrative expenses, an increase of 196% over 1998 expenses
of $129,461. The increase is primarily attributable to additional salary and
operating expenses related to the launch the Company's website,
www.equityalert.com.
Interest Income. Interest income was $33,988 and $1 for the years ended December
31, 1999, and 1998, respectively. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.
Provision for Income Taxes. As of December 31, 1999, the Company's accumulated
deficit was $989,256 and as a result, there has been no provision for income
taxes to date.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had a cash balance of $591,980, compared
to a cash balance of $3,551 at December 31, 1998.
During 1999, the Company used $347,798 of net cash from operating
activities as compared to $58,518 of net cash used in 1998. The increase in the
net cash used in operating activities was due mainly to the increase in the net
loss between years. As at December 31, 1999, the Company had $9,074 in prepaid
expenses, versus no prepaid expenses for the same period in 1998. As at December
31, 1999, the Company had $24,978 in accounts payable, an increase of $3520, or
16%, over the amount of $21,458 as December 31, 1998.
Net cash used in investing activities was $20,773 for 1999, compared to net
cash used of $0 for 1998. The increase in the net cash used in investing
activities was due mainly to purchasing equipment for the Company's website in
1999, versus no purchases 1998.
Net cash provided by financing activities was $957,000 for 1999 compared to
$5,000 for 1998. The Company has financed its operations primarily through
private placements of Common Shares and the exercise of stock options.
The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably operate
EquityAlert.com, recruit and train qualified management, technical and sales
personnel, and the Company's ability to compete against other, better
capitalized corporations who offer similar web based services.
Due to the "start up" nature of the Company's businesses, the Company
expects to incur losses as it expands. The Company expects to raise additional
funds through private or public equity investment in order to expand the range
and scope of its business operations. The Company will seek access to private or
public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all. See "Risk Factors" for additional details.
6
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ITEM 7: FINANCIAL STATEMENTS
EQUITYALERT.COM, INC.
Vancouver, B.C.
AUDIT REPORT
DECEMBER 31, 1999 AND 1998
7
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<TABLE>
CONTENTS
<CAPTION>
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 9
Balance Sheet at December 31, 1999 and 1998 . . . . . . . . . . . . . . . 10
Statement of Operations For the Years Ended December 31, 1999
and 1998, and For the Period From Inception (January 13, 1997)
To December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . 11
Statement of Stockholders' Equity For The Period From Inception
(January 13, 1997) to December 31, 1999 . . . . . . . . . . . . . . . 12-13
Statement of Cash Flows For The Years Ended December 31, 1999
and 1998, and For the Period From Inception (January 13, 1997)
To December 31, 1999 . . . . . . . . . . . . . . .. . . . . . . . . . 14
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . 15-23
</TABLE>
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
8
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
EquityAlert.Com, Inc.
Vancouver, B.C. V6J 1G1
We have audited the accompanying balance sheet of EquityAlert.Com, Inc. (A
Development Stage Company), (the Company), as of December 31, 1999 and 1998, and
the related statements of operations, stockholders' equity and cash flows for
the years then ended, and for the period from inception (January 13, 1997) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit of the financial statements provides a reasonable
basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1999 and 1998,
and the results of its operations and its cash flows for the periods indicated,
in conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Company has been in the
development stage since its inception on January 13, 1997. The Company is
devoting substantially all of its present efforts in establishing a new business
and although planned principal operations have commenced, there have been no
significant revenues therefrom. These factors raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Clancy and Co., P.L.L.C.
- ----------------------------
Clancy and Co., P.L.L.C.
Phoenix, Arizona
February 29, 2000
9
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS
1999 1998
---- ----
<S> <C> <C>
Current Assets
Cash $ 591,980 $ 3,551
Stock Subscription Receivable (Note 3) 0 100,000
Prepaid Expenses 9,074 0
Total Current Assets 601,054 103,551
Property and Equipment, Net (Note 4) 19,252 0
Total Assets $ 620,306 $ 103,551
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 24,978 $ 21,458
Other Advances (Note 5) 10,000 10,000
Total Current Liabilities 34,978 31,458
Stockholders' Equity
Preferred Stock: $0.001 Par Value; Authorized Shares,
Common Stock: $0.00001 Par Value; Authorized Shares,
Additional Paid In Capital 1,568,534 711,684
Loss Accumulated During the Development Stage (989,256) (639,855)
Accumulated Other Comprehensive Income 5,636 0
Total Stockholders' Equity 585,328 72,093
Total Liabilities and Stockholders' Equity $ 620,306 $ 103,551
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
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EQUITYALERT.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
FOR THE PERIOD FROM INCEPTION (JANUARY 13, 1997)
TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
From Inception
(January 13,
Year Ended Year Ended 1997) to
December 31, 1999 December 31, 1998 December 31, 1999
----------------- ----------------- -----------------
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
Expenses
General and Administrative 383,389 129,461 1,023,667
Other Income
Interest Income 33,988 1 34,411
Net Loss Available to Common Stockholders $ (349,401) $ (129,460) $ (989,256)
Basic Loss Per Common Share $ (0.009) $ (0.05) $ (0.03)
Basic Weighted Average Common Shares Outstanding 38,885,770 2,432,186 38,885,770
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
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EQUITYALERT.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JANUARY 13, 1997) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Loss
Accumulated Accumulated
Additional During the Other
Preferred Stock Common Stock Paid In Development Comprehensive
Shares Amount Shares Amount Capital Stage Income Total
------ ------ ------ ------ ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock
For Services Rendered,
January 13, 1997 60,000 $ 1 2,999 $ 3,000
Issuance of Common Stock For Cash,
February 28, 1997 6,000 0 75,000 75,000
Conversion of Debt to Equity,
June 17, 1997 33,876 0 84,691 84,691
Issuance of Common Stock For Cash,
June 17, 1997 5,834 0 14,586 14,586
Issuance of Common Stock For
Services, June 17, 1997 82,290 1 205,722 205,723
Issuance of Common Stock For Cash,
August 12, 1997 2,000 0 25,000 25,000
Issuance of Common Stock For Services
Rendered, August 12, 1997 6,000 0 75,000 75,000
Conversion of Debt to Equity,
December 31, 1997 2,186 0 63,948 63,948
Loss, From Inception (January 13, 1997)
to December 31, 1997 (510,395) (510,395)
Balance, December 31, 1997 0 0 198,186 2 546,946 (510,395) 0 36,553
Issuance of Common Stock For Cash,
August 15, 1998 200,000 2 4,998 5,000
</TABLE>
The accompanying noes are an integral part of these financial statements.
12
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JANUARY 13, 1997) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Loss
Accumulated Accumulated
Additional During the Other
Preferred Stock Common Stock Paid In Development Comprehensive
Shares Amount Shares Amount Capital Stage Income Total
------ ------ ------ ------ ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cancellation of Common Stock Issued,
August 17, 1998 (16,000) 0 0 0
Issuance of Common Stock For Cash,
December 11, 1998 4,000,000 40 99,960 100,000
Issuance of Common Stock For
Services, December 11, 1998 2,000,000 20 49,980 50,000
Issuance of Common Stock for Services
Rendered, December 31, 1998 20,000,000 200 9,800 10,000
Loss, Year Ended December 31, 1998 (129,460) (129,460)
Balance, December 31, 1998 0 0 26,382,186 264 711,684 (639,855) 0 72,093
Common Stock Issued For Cash,
March 31, 1999 15,000,000 150 824,850 825,000
Exercise of Stock Options at $2.00
Per Share, September 1999 9,000 18,000 18,000
Exercise of Stock Options at $2.00
Per Share, December 1999 7,000 14,000 14,000
Loss, Year Ended December 31, 1999 (349,401) (349,401)
Other Comprehensive Income
Translation Adjustments 5,636 5,636
Balance, December 31, 1999 0 $ 0 41,398,186 $ 414 $ 1,568,534 (989,256) 5,636 $585,328
</TABLE>
13
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EQUITYALERT.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
FOR THE PERIOD FROM INCEPTION (JANUARY 13, 1997)
TO DECEMBER 31, 1999
]<TABLE>
<CAPTION>
From Inception
Year Ended Year Ended (January 13, 1997)
December 31, December 31 to December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (349,401) $ (129,460) $ (989,256)
Adjustments to Reconcile Net Loss to Net Cash Used By
Depreciation 1,521 0 1,521
Common Stock Issued For Services 0 60,000 343,723
Translation Adjustments 5,636 0 5,636
Changes in Assets and Liabilities
(Increase) Decrease in Other Receivables 0 6,744 0
(Increase) Decrease in Prepaid Expenses (9,074) 0 (9,074)
(Increase) Decrease in Deposits 0 1,855 0
Increase (Decrease) in Accounts Payable 3,520 2,343 24,978
Total Adjustments 1,603 70,942 366,784
Net Cash Used By Operating Activities (347,798) (58,518) (622,472)
Cash Flows From Investing Activities
Purchase of Property and Equipment (20,773) 0 (20,773)
Net Cash Flows From Investing Activities (20,773) 0 (20,773)
Cash Flows From Financing Activities
Proceeds From Sale of Common Stock 957,000 5,000 1,076,586
Advances From Related Parties 0 10,000 158,639
Net Cash Provided By Financing Activities 957,000 15,000 1,235,225
Increase (Decrease) in Cash and Cash Equivalents 588,429 (43,518) 591,980
Cash and Cash Equivalents, Beginning of Year 3,551 47,069 0
Cash and Cash Equivalents, End of Year $ 591,980 $ 3,551 $ 591,980
Supplemental Information
Cash Paid For:
Interest $ 0 $ 0 $ 0
Income Taxes $ 0 $ 0 $ 0
Noncash Investing and Financing Activities:
Common Stock Issued For Services $ 0 $ 60,000 $ 343,723
Conversion of Debt to Equity $ 0 $ 0 $ 148,639
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
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EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION
- ---------------------
Equityalert.com, Inc. (the Company) was incorporated under the laws of the
State of Florida on January 13, 1997, under the name of San Marino
Minerals, Inc., with an authorized capital of 100,000,000 shares of common
stock with a par value of $0.001 per share. On December 5, 1997, the
Company amended its articles of incorporation to increase the authorized
capital stock of the Company by 1,000,000 shares of preferred stock at
$0.10 par value per share. On April 15, 1998, the board of directors
authorized a reverse split of 100:1 of the Company's common stock, with the
par value and authorized capital remaining the same. On May 14, 1998, the
Company amended its Articles of Incorporation to change its name to Molina
Corp, with no change in authorized capital or par value. On August 10,
1998, the Company reincorporated under the laws of the State of Nevada
under the name Centaur Technologies, Inc. with no change in the authorized
capital of the Company, but changes to its par value of common stock from
$0.001 to $0.00001 and the par value of its preferred stock from $0.10 to
$0.001. On August 11, 1998, the Company filed Articles of Dissolution in
the State of Florida dissolving Molina Corp. On February 17, 1999, the
Company reincorporated in the State of Florida under the name of Molina
Corp. On March 10, 1999, the Company filed Articles of Merger in the State
of Nevada between Molina Corp. and Centaur Technologies, Inc., with Centaur
Technologies, Inc. being the surviving corporation. On May 14, 1999, these
same Articles of Merger were filed in the State of Florida, with the
surviving Nevada corporation not authorized to transact business in
Florida. On May 6, 1999, the board of directors authorized a forward split
of 2:1 of the Company's common stock, with the par value remaining the
same, effective May 14, 1999. On May 18, 1999, the Company amended its
articles of incorporation to change its name to Traderalert.com, Inc. On
June 3, 1999, the Company amended its articles of incorporation to change
its name to Equityalert.com, Inc., due to a trademark conflict. All per
share and per share information have been adjusted retroactively to reflect
changes in par value and stock splits.
The Company offers online investors a broad suite of trading tools,
including news, mutual fund information, stock quotes, stock splits,
upgrades and downgrades, and customizable interactive intra-day trading
charts.
On January 13, 1997, the Company issued 3,000,000 (60,000 current
equivalent) restricted shares of common stock at $0.001 par value for
services rendered, or $3,000.
15
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EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
During January and February, 1997, the Company completed an Offering
Memorandum for 300,000 (6,000 current equivalent) shares of common stock
for cash at $0.25 per share, or $75,000. The shares were issued during
February, 1997.
On June 17, 1997, the Company completed an Offering Memorandum for
6,100,000 (122,000 current equivalent) shares of common stock at $0.05 per
share and issued the
NOTE 1 - ORGANIZATION (CONTINUED)
- ---------------------------------
following shares: 1,693,820 (33,876 current equivalent) shares for the
conversion of debt to equity at $0.05 per share, or $84,691; 291,720 (5,834
current equivalent) shares for cash at $0.05 per share, or $14,586; and
4,114,460 (82,290 current equivalent) shares for services rendered at $0.05
per share, or $205,723.
On August 12, 1997, the Company completed an Offering Memorandum for
400,000 (8,000 current equivalent) shares of common stock at $0.25 per
share and issued the following shares: 100,000 (2,000 current equivalent)
shares for cash at $0.25 per share, or $25,000; and 300,000 (6,000 current
equivalent) shares for services rendered at $0.25 per share, or $75,000.
On December 31, 1997, the Company issued 109,205 (2,186 current equivalent)
shares of common stock for the conversion of debt to equity at $0.59 per
share, or $63,948.
On August 15, 1998, the Company issued 100,000 (200,000 current equivalent)
shares of common stock at $0.05 per share, or $5,000, as part of an
Offering Memorandum.
On August 17, 1998, the Company canceled 800,000 (16,000 current
equivalent) shares of common stock formerly issued on June 16, 1997, for
services rendered.
On December 11, 1998, the Company completed an Offering Memorandum for
3,000,000 (6,000,000 current equivalent) shares of common stock at $0.05
per share and issued the following shares: 2,000,000 (4,000,000 current
equivalent) shares for cash at $0.05 per share, or $100,000; and 1,000,000
(2,000,000 current equivalent) shares for services rendered at $0.05 per
share, or $50,000.
On December 31, 1998, the Company issued 10,000,000 (20,000,000 current
equivalent) shares of common stock for the services rendered at $0.001 per
share, or $10,000.
16
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
On March 31, 1999, the Company completed an Offering Memorandum for
7,500,000 (15,000,000 current equivalent) shares of common stock at $0.11
per share, or $825,000.
During September 1999, the Company issued 9,000 shares of common stock for
the exercise of stock options at $2.00 per share, or $18,000.
During December 1999, the Company issued 7,000 shares of common stock for
the exercise of stock options at $2.00 per share, or $14,000.
The Company is a development stage company, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting substantially all
of its present efforts
NOTE 1 - ORGANIZATION (CONTINUED)
- ---------------------------------
in securing and establishing a new business, and although its planned
principal operations have commenced there have been no significant revenues
derived therefrom. The Company's operations involve selling advertising
through an online opt-in email list. Working capital funds will be obtained
by seeking additional funding from private and public equity investments to
meet such needs. The accompanying financial statements should not be
regarded as typical for normal operating periods.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
A. Cash and Cash Equivalents
----------------------------
The Company considers all highly liquid instruments with a maturity of
three months or less when acquired to be cash and cash equivalents.
B. Basis of Financial Statement Presentation
--------------------------------------------
The Company's financial statements are prepared using the accrual method of
accounting.
C. Concentration of Credit Risk
-------------------------------
17
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
The Company maintains U.S. dollar cash balances in Canadian banks that are
not insured.
D. Advertising Costs
--------------------
Advertising costs are expensed as incurred.
E. Foreign Currency Translation
-------------------------------
Assets and liabilities recorded in foreign currencies are translated at the
exchange rate on the balance sheet date, except for fixed assets, which are
remeasured at historical exchange rates. Translation adjustments resulting
from this process are charged or credited to other comprehensive income.
Revenues and expenses are translated at average exchange rates in effect
during each period. Gains and losses on foreign currency transactions are
included in net earnings.
F. Per Share of Common Stock
----------------------------
Basic earnings or loss per share has been computed based on the weighted
average number of common shares outstanding. All earnings or loss per share
amounts in the
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ----------------------------------------------------
financial statements are basic earnings or loss per share, as defined by
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." Diluted weighted average shares outstanding exclude the potential
common shares from stock options because to do so would have been
antidilutive. All per share and per share information have been adjusted
retroactively to reflect stock splits and changes in par value.
G. Income Taxes
---------------
The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes," by which deferred tax liabilities and assets
are determined based on the difference between the financial statement and
tax bases of assets and liabilities, using enacted tax rates in effect for
the year in which the differences are expected to reverse. See Note 6.
18
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
H. Stock-Based Compensation
The Company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Compensation cost for stock
options, if any, is measured as the excess of the quoted market price of
the Company's stock at the date of grant over the amount an employee must
pay to acquire the stock.
SFAS No. 123, "Accounting for Stock-Based Compensation," established
accounting and disclosure requirements using a fair-value-based method of
accounting for stock-based employee compensation plans. The Company has
elected to continue its current method of accounting as described above,
and has adopted the disclosure-only requirements of SFAS No. 123, effective
January 13, 1997. See Note 7.
I. Capital Structure
--------------------
The Company has implemented SFAS No. 129, "Disclosure of Information about
Capital Structure," effective January 1, 1998, which established standards
for disclosing information about an entity's capital structure. The
implementation of SFAS No. 129 had no effect on the Company's financial
statements
J. Comprehensive Income
-----------------------
The Company has implemented SFAS No. 130, "Reporting Comprehensive Income,"
effective January 1, 1998, which requires companies to classify items of
other comprehensive income by their nature in a financial statement and
display the
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ----------------------------------------------------
accumulated balance of other comprehensive income separately from retained
earnings and additional paid in capital in the equity section of a
statement of financial position. Accumulated other comprehensive income for
the period ended December 31, 1999, represents foreign currency translation
items associated with the Company's Canadian operations. The implementation
had no effect for the period ended December 31, 1998.
K. Start-up Costs
-----------------
19
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
Cost of start-up activities represent organization costs and are expensed
as incurred. For income tax purposes, the Company has elected to treat its
organizational expenditures as deferred expenses and amortize them over a
period of sixty months, beginning in the first month the Company is
actively in business. See Note 6.
L. Use of Estimates
-------------------
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
M. Pending Accounting Pronouncements
------------------------------------
It is anticipated that current pending accounting pronouncements will not
have an adverse impact on the financial statements of the Company.
NOTE 3 - STOCK SUBSCRIPTION RECEIVABLE
- --------------------------------------
On December 11, 1998, the Company completed an Offering Memorandum for
3,000,000 (6,000,000 current equivalent) shares of common stock at $.05 per
share, of which 1,000,000 (2,000,000 current equivalent) shares were issued
for services, and 2,000,000 (4,000,000 current equivalent) shares were
issued for cash. A stock subscription receivable was recorded at December
31, 1998, for the shares issued for cash, which was received on January 8,
1999. All of the shares were issued on January 13, 1999.
NOTE 4 - PROPERTY AND EQUIPMENT
- -------------------------------
Property and Equipment consists of the following at December 31, 1999:
20
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 4 - PROPERTY AND EQUIPMENT (CONTINUED)
- -------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Computer Hardware $ 10,012
Computer Software 6,995
Furniture and Fixtures 3,766
Total 20,773
Less Accumulated Depreciation 1,521
Net Book Value $ 19,252
</TABLE>
Depreciation expense charged to operations during 1999 was $1,521.
NOTE 5 - OTHER ADVANCES
- -----------------------
Other advances at December 31, 1999 and 1998, of $10,000 represent advances
from a director. The amount bears no interest, is unsecured, and is due on
demand.
NOTE 6 - INCOME TAXES
- ---------------------
There is no current or deferred tax expense for the any of the periods
indicated, due to the Company's loss position. The benefits of timing
differences have not been previously recorded. The deferred tax
consequences of temporary differences in reporting items for financial
statement and income tax purposes are recognized, as appropriate.
Realization of the future tax benefits related to the deferred tax assets
is dependent on many factors, including the Company's ability to generate
taxable income within the net operating loss carryforward period.
Management has considered these factors in reaching its conclusion as to
the valuation allowance for financial reporting purposes. The income tax
effect of temporary differences comprising the deferred tax assets and
deferred tax liabilities is a result of the following at December 31:
<TABLE>
<CAPTION>
Deferred Taxes 1999 1998
- -------------- ---- ----
<S> <C> <C>
Start-up Costs $ 330,222 $ 217,550
Valuation Allowance (330,222) (217,550)
Net Deferred Tax Assets $ 0 $ 0
</TABLE>
NOTE 7 - STOCK OPTIONS
- ----------------------
The Company has three stock option plans that provide for the granting of
stock options to officers and key employees as follows: 1997 Stock Option
Plan (SOP), 500,000 (10,000 current equivalent) shares of authorized common
stock; 1998 SOP, 2,000,000 (4,000,000 current equivalent) shares of
authorized common stock; and 1999 SOP 5,000,000 (10,000,000 current
equivalent) shares of authorized common stock, all of which expire ten
years from the date of grant. The objectives of these plans include
attracting and retaining the best personnel, providing for additional
performance
21
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 7 - STOCK OPTIONS (CONTINUED)
- ----------------------------------
incentives, and promoting the success of the Company by providing employees
the opportunity to acquire common stock.
In accordance with the stock option plan agreements, adjustments have been
made to the common stock for the reverse split on a 100-for-one basis,
effective April 15, 1998, and the forward split on a two-for-one basis,
effective May 14, 1999. The option price payable per share was not changed.
On June 14, 1999, 2,000,000 (4,000,000 current equivalent) options were
granted under the 1998 SOP at $2.00 per share and are exercisable until
June 14, 2009.
On August 22, 1999, 8,000,000 options were under the 1999 SOP at $2.00 per
share and are exercisable until August 22, 2009.
The status of the Company's stock option plans are summarized below as of
December 31:
<TABLE>
<CAPTION>
Number of Option Shares Price
---------------- ------------
<S> <C> <C> <C>
Granted Under the 1998 Stock Option Plan 4,000,000 $ 2.00
Exercised Under the 1998 Stock Option Plan (11,000) 2.00
Granted Under the 1999 Stock Option Plan 8,000,000 2.00
Exercised Under the 1999 Stock Option Plan (5,000) 2.00
Options Outstanding at December 31, 1999 11,984,000 $ 2.00
</TABLE>
The Company accounts for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," under which no compensation
cost for stock options is recognized for stock options awards granted at or
above fair market value. Had compensation expense for the Company's
stock-based compensation plans been determined under SFAS No. 123, based on
the fair market value at the grant dates, the Company's pro forma net
22
<PAGE>
EQUITYALERT.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
loss and pro forma net loss per share would have been reflected as follows
at December 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
Net Loss
As reported $ (337,826)
Pro forma $ (4,352,528)
Net Loss Per Share
As reported $ (0.01)
Pro forma $ (0.11)
</TABLE>
NOTE 7 - STOCK OPTIONS (CONTINUED)
- ----------------------------------
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumption used for those options granted: dividend yield of 0%, expected
volatility of 273%, risk-free interest rate of 5%, and an expected life of
10 years.
NOTE 8 - SUBSEQUENT EVENTS
- --------------------------
During March 2000, the Company's planned principal operations began
generating significant revenues.
23
<PAGE>
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Clancy and Co., P.L.L.C. are the Company's independent public accountants
since inception. There have no disagreements with Clancy and Co., P.L.L.C.
ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following narrative describes the positions held by the Company's
current officers and directors. During 2000, the Board met once and each board
member attended at least 75% of the board and committee meetings that were held
while they were in office.
BHUPINDER MANN(Age 45) President and Chief Executive Officer, Director.
Between 1986 and 1989, Mr. Mann became engaged in the commodities and futures
markets as a registered broker for Evergreen Futures. During the period between
1989 and 1995, Mr. Mann served as the President of First College of Commodities,
which provided training and educational services. In 1995, Mr. Mann was
responsible for sales at Radd Multimedia and later in the year for investor
relation at Aqua One Beverage. Between 1996 and 1999, Mr. Mann served as the
Manager of investor relation for MedCare Technologies, Inc., a healthcare
technology service company. Mr. Mann graduated in 1978 from Nottingham
University with a B.A. Hons. In Political Science. Mr. Mann has served as the
Company's President, Chief Executive Officer and Director since January 21,
2000.
HARMEL S. RAYAT(Age 38) Chairman, Director. Mr. Rayat has been in the
venture capital industry since 1981 and since January 1993 has been the
president of Hartford Capital Corporation, a company that provides financial
consulting services to emerging growth corporations. Mr. Rayat is also a
Director of WhatsOnline.com and Zeta Corporation. Mr. Rayat served as a Director
and the Company's President from April 19, 1999 to August 2, 1999, and the
Company's Chairman since August 2, 1999.
GURMUKH S. KUNDAN(Age 26) Secretary, Treasurer, Director. Mr. Kundan has
held positions with several communications organizations. From 1997 to 1998, Mr.
Kundan was Vice President of Marketing for a start up Web site design company
where he was responsible for developing and initiating marketing strategies that
grew the company's market share. From May 1997 to September 1997, Mr. Kundan was
Information Officer for one of the world's top sub-atomic particle research
institutes where he was responsible for public relations. From January 1997 to
March 1997, Mr. Kundan was a co-owner of a public relations firm, which
specialized in contracts with the federal government, where he was responsible
for the daily operations of the firm and for public relations work. From
September 1996 to December 1997, Mr. Kundan was a journalist for the Department
of Indian Affairs and Northern Development, where he wrote newspaper articles
about First Nations economic development. Mr. Kundan holds a Bachelor of Arts
Degree from Simon Fraser University, with a major in Communication and an
extended minor in Archaeology. From the Fall of 1992 to June 1999, Mr. Kundan
was a student at Simon Fraser University. Mr. Kundan has been a Director,
Secretary and Treasurer of the Company since July 28, 1999.
ITEM 10: EXECUTIVE COMPENSATION
The following table shows, for the three-year period ended December 31,
1999, the cash compensation paid by the Company, as well as certain otehr
compensation paid or accrued for such year, to the Company's Chief Executive
Officer and the Company's other most highly compensated executive officers.
Except as set forth on the following table, no executive officer of the Company
has a total annual salary and bonus for 1999 that exceeded $100,000.
24
<PAGE>
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Securities
Underlying
Options All Other
Name and Principal Position Year Salary Bonus Other Granted Compensation
- --------------------------- ---- ------ ----- ----- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bhupinder Mann 1999 $0 $0 $19,799 0 $19,799
CEO, President, Director
1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0
Harmel S. Rayat 1999 $0 $0 $0 8,000,000 $0
Chairman, Director
1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0
Gurmukh S. Kundan 1999 $10,273 $0 $0 0 $10,273
Secretary, Treasurer,
Director
1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0
</TABLE>
Stock Option Grants in 1999
---------------------------
Shown below is further information regarding employee stock options awarded
during 1999 to the named officers and directors:
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options Granted
Name Options to Employees Exercise Price Expiration Date
- ---- ------- ------------ -------------- ---------------
<S> <C> <C> <C> <C>
Harmel S. Rayat 2,000,000 50% $2.00 2008
6,000,000 75% $2.00 2009
</TABLE>
Aggregated Option Exercises During 1999 and Year-End Option Values
------------------------------------------------------------------
The following table shows certain information about unexercised options at
year-end with respect to the named officers and directors:
<TABLE>
<CAPTION>
Common Shares Common Shares Value of Value of
Underlying Underlying Unexercised In- Unexercised In-
Unexercised Unexercised The-Money The-Money
Options on Options on Options on Options on
12/31/99 12/31/99 12/31/99 12/31/99
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Harmel S. Rayat 8,000,000 0 $24,000,000 $0
</TABLE>
The value of the options is calculated using the fair market value of the
Company's Common Stock on December 31, 1999($5.00 per share minus the exercise
price per share, of the in-the-money options, multiplied by the number of shares
subject to each option.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
25
<PAGE>
The following table sets forth, as of April 25, 2000, the beneficial
ownership of the Company's Common Stock by each nominee, director and executive
officer of the Company, each person known by the Company to beneficially own
more than 5% of the Company's Common Stock outstanding as of such date and the
executive officer and directors of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares
Person or Group Of Common Stock Percent
- --------------- --------------- -------
<S> <C> <C>
Harmel S. Rayat (1) 31,181,850 75.3%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Bhupinder Mann 202,000 0.49%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Gurmukh S. Kundan 0 0.00%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Directors and Executive Officer 31,383,850 75.79%
as a group (3 persons)
</TABLE>
Includes 8,000,000 shares which may be acquired pursuant to options granted
and exercisable under the Company's 1998 and 1999 stock option plans and
1,177,850 shares held by Tajinder Chohan, Mr. Rayat's wife. Additionally, other
members of Mr. Rayat's family hold 2,612,570 shares. Mr. Rayat disclaims
beneficial ownership of the shares beneficially owned by his wife and other
family members.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company subleases 143.4 square feet of office space from
WhatsOnline.com. This office space is located at 15 Wertheim Court, Suite 311,
Richmond Hill, Ontario, L4B 3H7 and is subleased by the Company for $250
Canadian per month until February 28, 2002. Mr. Harmel S. Rayat, a director and
majority shareholder of EquityAlert.com, is also a director and majority
shareholder of WhatsOnline.com. During 1999, EquityAlert.com has the temporary
use of office space located at Suite 214 and 216, 1628 First Avenue, Vancouver,
B.C., V6J 1G1. This office space was provided to EquityAlert.com free of any
charges by certain family members of Mr. Harmel S. Rayat, a director and
majority shareholder of the Company.
PART IV
ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K
There are no exhibits to be filed as part of this Annual Report on Form
10KSB.
No reports on Form 8-K were filed during the Company's fourth fiscal
quarter.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 11th day of
Mayl, 2000.
EQUITYALERT.COM, INC.
/s/ Bhupinder Mann
------------------
By Bhupinder Mann, CEO and President
26
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
Signature Title Date
/s/ Harmel S. Rayat Director and Chairman May 11, 2000
- ------------------- --------------------- ------------
Harmel S. Rayat
/s/ Gurmukh S. Kundan Director, Secretary, May 11, 2000
- --------------------- -------------------- ------------
Gurmukh S. Kundan Treasurer
27
