<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-27373
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ISA INTERNATIONALE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1925647
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1601 EAST HIGHWAY 13, SUITE 100 55337
BURNSVILLE, MINNESOTA (Zip Code)
(Address of principal
executive offices)
(952) 736-0619
(Registrant's telephone number, including area code)
--------------------------------------------------
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 reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
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On August 14, 2000, there were 14,387,215 shares of the Registrant's common
stock, par value $.01 per share, outstanding.
<PAGE>
ISA INTERNATIONALE INC.
FORM 10-QSB
JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 2000 and December 31, 1999..... 3
Statements of Operations for the Three Months Ended June 30,
2000 and 1999 and the Six Months Ended June 30, 2000
and 1999.................................................. 4
Statements of Cash Flows for the Six Months Ended June 30,
2000 and 1999............................................. 5
Notes to Financial Statements................................ 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 8-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 12
SIGNATURES..................................................................... 13
INDEX TO EXHIBITS.............................................................. 14
</TABLE>
2
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ISA INTERNATIONALE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, 2000 December 31, 1999
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,118 $ 260,807
Other current assets 707 286,000
----------------- -----------------
Total current assets 16,825 546,807
Fixed assets:
Property, plant and equipment, net of depreciation 254,995 279,410
Deposits 180,423 90,423
Noncurrent assets of discontinued operations -- 45,421
----------------- -----------------
TOTAL ASSETS $ 452,243 $ 962,061
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 197,317 $ 147,913
Net current liabilities of discontinued operations -- 159,952
Interest payable 108,617 --
Other current liabilities 24,327 41,725
Convertible debentures payable 1,591,640 986,000
----------------- -----------------
Total current liabilities 1,921,901 1,335,590
Deferred lease costs 51,755 77,077
Security deposits 14,908 14,908
----------------- -----------------
Total liabilities 1,988,564 1,427,575
Shareholders' Equity (Deficit)
Common stock 1,439 1,438
$.0001 par value. Authorized 30,000,000 shares; issued
and outstanding 14,387,215 and 14,382,215 shares at
June 30, 2000 and December 31, 1999, respectively
Additional paid in capital 2,911,331 2,566,032
Accumulated deficit (4,449,091) (3,032,984)
----------------- -----------------
Total shareholders' deficit (1,536,321) (465,514)
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 452,243 $ 962,061
================= =================
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
ISA INTERNATIONALE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
--------------------------------- -----------------------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ -- $ 29,697 $ -- $ 63,806
Cost of goods sold -- (29,123) -- (48,046)
--------------- ----------------------------------- --------------
Gross profit -- 574 -- 15,760
Operating expenses
Selling and marketing -- 15,822 -- 73,974
Engineering and programming 146 339,694 122,699 641,287
Warehousing and shipping -- 13,553 -- 44,363
General and administrative 659,456 223,086 1,626,879 437,644
Depreciation 13,184 17,838 26,368 36,464
--------------- ----------------------------------- --------------
Operating loss (672,786) (609,419) (1,775,946) (1,217,972)
Interest expense, net (26,965) 211 (73,166) 937
Other income, net 29,157 -- 41,451 --
--------------- ----------------------------------- --------------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (670,594) (609,208) (1,807,661) (1,217,035)
Income taxes -- -- -- --
LOSS FROM CONTINUING OPERATIONS (670,594) (609,208) (1,807,661) (1,217,035)
Discontinued operations:
Operating income net of taxes -- (29,975) 9,405 (32,840)
Net income (loss), after taxes on
disposition 382,149 -- 382,149 --
-----------------------------------------------------------------------------------------------------------------------
Earnings (loss) from discontinued operations 382,149 (29,975) 391,554 (32,840)
-----------------------------------------------------------------------------------------------------------------------
NET LOSS $ (288,445) $ (639,183) $ (1,416,107) $ (1,249,875)
=======================================================================================================================
Net income (loss) per share-basic and diluted
Continuing operations $ (0.05) $ (0.04) $ (0.13) $ (0.08)
Discontinued operations 0.03 (0.00) 0.03 (0.00)
Net loss $ (0.02) $ (0.04) $ (0.10) $ (0.09)
=======================================================================================================================
Average shares of common stock outstanding,
basic and diluted 14,383,094 14,382,215 14,382,654 14,382,215
=======================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
ISA INTERNATIONALE INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
June 30, 2000 June 30, 1999
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Loss from continuing operations $(1,807,661) $(1,217,035)
Adjustments to reconcile loss from
continuing operations to cash
used in operations:
Non-cash compensation related to stock option issuance 338,450 --
Depreciation and amortization 26,368 36,464
Amortization of deferred lease costs (25,322) --
Changes in operating assets and liabilities
Other current assets 285,293
Accounts receivable -- (106,827)
Inventories -- (324,329)
Deposits (90,000) 92,195
Accounts payable 49,404 190,845
Interest payable 108,617 --
Other current liabilities (17,398) (5,629)
-----------------------------------------
Cash used in continuing operations (1,132,249) (1,334,316)
Cash provided by discontinued operations 270,291 12,619
-----------------------------------------
Cash used in all operations (861,958) (1,321,697)
-----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures -- (22,804)
Proceeds from equipment sales 2,888 --
Discontinued operations 1,891 14,556
-----------------------------------------
Cash provided by (used in) investing activities 4,779 (8,248)
-----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debentures 605,640 --
Proceeds from issuance of common stock 6,850 --
Proceeds from issuance of common stock warrants -- 1,171,040
-----------------------------------------
Cash provided by financing activities 612,490 1,171,040
-----------------------------------------
Net decrease in cash and cash equivalents (244,689) (158,905)
Cash and cash equivalents at beginning of period 260,807 186,600
-----------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,118 $ 27,695
=========================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
ISA INTERNATIONALE INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
In the Company's opinion, the accompanying unaudited condensed
consolidated financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to
present fairly its financial position as of June 30, 2000, and the
results of its operations and cash flows for the three and six
months ended June 30, 2000 and 1999. These statements are condensed
and, therefore, do not include all of the information and footnotes
required by accounting principles generally accepted in the United
States of America for complete financial statements. The statements
should be read in conjunction with the consolidated financial statements
and footnotes included in the Company's Annual Report on Form 10KSB for
the year ended December 31, 1999. The results of operations for the
three and six months ended June 30, 2000, are not necessarily indicative
of the results to be expected for the full year.
2. NATURE OF BUSINESS
ISA Internationale Inc.'s (the Company) strategy is to develop,
produce, and broadcast home shopping programming nationally and
internationally via satellite, cable, and the internet. During
1999, the Company commenced operations as a precious metal bullion
and coin distributor. At June 30, 2000, the Company has
discontinued these operations and have reported these operations
within these financial statements as discontinued operations.
In 2000, the Company changed the name of its wholly owned
subsidiary from Internationale Shopping Alliance Incorporated to
ShoptropolisTV.com, Inc.
3. NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, (as
amended by SFAS No. 137 with respect to effective date and SFAS
No. 138 with respect to certain hedging activities) will be
effective for the Company in January, 2001. SFAS 133 requires all
derivatives to be recognized as assets and liabilities on the
balance sheet and measured at fair value on a mark to market
basis. The impact of adoption on the Company's financial
statements has not yet been determined.
In December 1999, the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) No. 101 which provides the
staff's views in applying accounting principles generally accepted
in the United States of America to selected revenue recognition
issues. As amended, SAB 101 is now effective no later than the
fourth fiscal quarter of all fiscal years beginning after December
15, 1999. The Company will be required to adopt the guidance of
this bulletin no later than the fourth quarter of 2000. The impact
of adoption on the Company's financial statements has not yet been
determined.
4. DISCONTINUED OPERATIONS
On May 19, 2000, the Company completed a plan to dispose of its
wholly owned subsidiary, International Strategic Assets, Inc. (the
Subsidiary) through a sale to an individual who is an
6
<PAGE>
officer and director of the Company. The sale price was $175,000 and the
assumption of all debt related to the operation of the Subsidiary as well
as loans made to the Subsidiary. A gain of approximately $382,000 was
realized during the quarter ending June 30, 2000. All related assets of
the discontinued operations have been separately reflected in these
consolidated financial statements.
5. LIQUIDITY AND GOING CONCERN MATTERS
The Company has incurred losses since its inception and, as a result, has
an accumulated deficit of $4,449,091 at June 30, 2000. The Company's
ability to continue as a going concern depends upon successfully
obtaining sufficient financing to maintain adequate liquidity and provide
for capital expansion until such time as operations produce positive cash
flow. The accompanying consolidated financial statements have been
prepared on a going concern basis which assumes continuity of operations
and realization of assets and liabilities in the ordinary course of
business. The consolidated financial statements do not include any
adjustments that might result if the Company was forced to discontinue
its operations.
In an effort to manage its remaining cash, the Company announced the
layoff of 12 contract employees on June 8, 2000. Currently, the Company is
being operated by [2] remaining officers and [2] remaining employees.
The remaining officers are currently not drawing any salary from the
Company. In addition, the Company has suspended its development efforts
pending the receipt of additional financing.
The Company was in default under the terms of the lease for its office
and warehouse facility located in Eagan, Minnesota as the Company has been
unable to make the monthly lease payment of $36,000 for June and July,
2000 [add terms of renegotiated lease] The Company is also in default on
its obligation to make the first of its semi-annual interest payments of
$xx,xxx on certain convertible 12% debentures issued between September
1999 and June 2000. As such, all of these notes have been classified as
current liabilities as of June 30, 2000.
The Company plans to obtain additional equity financing through the
issuance of additional shares of common stock. There can be no assurance
that such financing will be consummated.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
The information herein contains certain forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities and Exchange Act of 1934, as amended, which
are intended to be covered by the safe harbors created thereby. Investors are
cautioned that such forward looking statements involve risks and uncertainties,
including, without limitation, the Company's need to obtain significant
additional working capital in order to pursue its business strategy, risks
associated with developing a new business, a history of operating losses,
unanticipated changes in costs of doing business and obtaining merchandise,
changes in governmental regulations, increases in labor costs and employee
benefits, competition and pricing, need for market acceptance of a new business
concept, and general economic and market conditions, as well as other factors
set forth in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. Such risks and uncertainties may cause the Company's actual
results, levels of activity, performance or achievements to be materially
different from those future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Although
the Company believes that the assumptions and expectations reflected in these
forward looking statements are reasonable, any of the assumptions and
expectations could prove inaccurate or may not be achieved, and accordingly
there can be no assurance the forward looking statements included in this Form
10-QSB will prove to be accurate. In view of the significant uncertainties
inherent in these forward looking statements, their inclusion herein should not
be regarded as any representation by the Company or any other person that the
objectives, plans, and projected business results of the Company will be
achieved.
Generally, such forward looking statements can be identified by
terminology such as "may," "anticipate," "expect," "will," "believes,"
"intends," "estimates," "plans," or other comparable terminology.
OVERVIEW
The Company was incorporated in Delaware in 1989 under a former name,
and was inactive at the time of its May 1998 reorganization through a merger
with ShoptropolisTV.com, Inc., which is now a wholly-owned subsidiary of the
Company. In connection with the merger, the former shareholders of this
subsidiary acquired 89% of the outstanding common stock of the Company through a
stock exchange in which the Company issued 11,772,600 shares of its common stock
in exchange for all of the outstanding common stock of ShoptropolisTV.com, Inc.
The merger was effected as a reverse merger for financial statement and
operational purposes, and accordingly, the Company regards its inception as
being the incorporation of ShoptropolisTV.com, Inc. on October 7, 1997.
Through its wholly-owned subsidiary, ShoptropolisTV.com, Inc. (f/k/a
Internationale Shopping Alliance Inc.) ("STV"), ISA Internationale Inc. (the
"Company") is primarily engaged in the development of a multimedia home
shopping network offering in-home shoppers a convenient electronic shopping
experience through broadcast television, cable, satellite or the Internet,
and featuring a broad variety of high-quality, moderately priced, unique
consumer products. The STV shopping network is still in the development and
production stage and has not yet commenced operation. On June 8, 2000, in an
effort to manage its remaining cash, the Company terminated 12 contract
employees. Currently, the Company is being operated by two remaining officers
and two employees. In addition, the Company has suspended its development
efforts pending the receipt of additional financing. The Company is actively
seeking a number of financing and strategic alternatives.
8
<PAGE>
The Company incorporated a second wholly-owned subsidiary,
International Strategic Assets, Inc., in March 1999, which was engaged in
direct sales via outbound telemarketing of precious metals consisting of
mainly gold and silver coins and bars. As of March 31, 2000, the Company had
discontinued the operation of its precious metals business. On May 19, 2000,
the Company and Ronald G. Wolfbauer executed and closed an Agreement for the
Purchase of Corporate Stock (the "Purchase Agreement") pursuant to which the
Company sold all of the outstanding common stock of its wholly-owned
subsidiary, International Strategic Assets, Inc. Pursuant to the terms of the
Purchase Agreement, the Company received a cash payment of $175,000 in
payment of the full purchase price at the closing. The purchase price
consisted of $75,000 for the purchase of approximately 43% of the outstanding
common stock of International Strategic Assets, Inc. and $100,000 paid in
connection with the subsequent redemption of the remaining 57% of the
outstanding common stock of International Strategic Assets, Inc. The funds
used for the payment of the redemption price were provided to International
Strategic Assets, Inc. by Mr. Ronald Wolfbauer in the form of a loan which
was funded prior to the purchase.
Prior to the sale of the common stock of International Strategic
Assets, Inc., Mr. Ronald G. Wolfbauer had served as a director of the Company
and International Strategic Assets, Inc. On May 15, 2000, Mr. Wolfbauer
resigned as a director of the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company (ISA) has obtained its capitalization primarily through
the sale of its equity securities to a limited group of private investors
known to the management of ISA. Between the inception of ISA in 1997 through
December 31, 1997, ISA raised $400,000 in cash through the sale of its common
stock with accompanying warrants. In calendar year 1998, ISA raised an
additional $833,376 in cash through sales of common stock and common stock
with accompanying warrants. During a period from January through February
1999, ISA raised a total of $1,171,040 through the exercise of outstanding
warrants by existing shareholders, of which $528,702 was in cash and $642,838
was in gold bullion and coins transferred to ISA. Such gold bullion and coins
were immediately liquid to ISA, and have since been converted to cash. From
September 1999 through June 2000, the Company raised $1,591,640 through the
sale of convertible unsecured debentures. Finally, through August 9, 2000,
the Company received $129,600 from the private issuance and sale of 864,000
shares of common stock.
As of June 30, 2000, the Company had current assets of approximately
$16,825, consisting of $16,118 in cash and $707 in other current assets. At
the same time, the Company had $1,921,901 in current liabilities, consisting
of $197,317 in accounts payable, $108,617 in interest payable, $24,327 in
current liabilities and $1,591,640 in convertible debentures payable which
are classified as current due to the Company's default resulting from
non-performance on interest payments due June 30, 2000. As such, the Company
had a working capital deficit of $1,905,076 as of June 30, 2000. The
Company's long-term liabilities on June 30, 2000 consisted of deferred lease
costs and security deposits of $66,663.
The activities of the second quarter through June 30, 2000 consisted
of activities necessary to consummate the sale of the Company's subsidiary,
International Strategic Assets, Inc. The Company incurred $672,786 of
operating expenses in the continued development of its multi-media home
shopping network. This is an increase of $63,367 or 10.4% compared to the
three month period ending June 30, 1999 of $609,993.
9
<PAGE>
The Company had no capital expenditures from its inception in October
1997 to year end 1997. During the year ended December 31, 1998, the Company
incurred capital expenditures totaling $434,614, primarily for data processing
hardware and software systems, telemarketing and computer telephone equipment,
and broadcast and studio equipment for the Company's home shopping TV network
including extensive satellite uplink transmission equipment. During the year
ended December 31, 1999, the Company incurred capital expenditures of $78,844
primarily for equipment for its precious metals sales and administrative offices
in suburban Minneapolis/St. Paul.
In an effort to manage its remaining cash, the Company announced the
layoff of 12 contract employees on June 8, 2000. Currently, the Company is
being operated by [2] remaining officers and [2] remaining employees. The
remaining officers are currently not drawing any salary from the Company. In
addition, the Company has suspended its development efforts pending the
receipt of additional financing.
The Company is in default under the terms of the lease for its
office and warehouse facility located in Eagan, Minnesota as the Company has
been unable to make the monthly lease payment of $36,000 for June and July,
2000 [add terms of renegotiated lease] The Company is also in default on its
obligation to make the first of its semi-annual interest payments of $108,617
on certain convertible 12% debentures issued between September 1999 and June
2000. As such, all of these notes have been classified as current liabilities
as of June 30, 2000.
The Company's current capital resources are not sufficient to
support its planned development and continuing operations. The Company will
not be able to continue the development of its STV home shopping network and
related website or commence operations unless the Company is able to raise
substantial additional capital. Anticipated capital expenditures for the
development and ultimate operation of the STV shopping network include
equipment purchases and leases, leasehold improvements, salaries and wages
and general working capital. Currently, the Company estimates that
approximately $8,000,000 of additional capital is necessary to commence and
support the operation of the STV shopping network. During the second quarter
of 2000, one common stock warrant was exercised for 5,000 shares at the
exercise amount of $6,850.
The Company is continuing to actively seek additional sources of debt
or equity financing. If additional funds are raised through the sale and
issuance of equity securities, our current stockholders may experience a
significant dilution in their ownership of the Company. There can be no
assurance that the necessary additional financing will be available to the
Company on a timely basis, or that such capital will be available on terms
favorable or acceptable to the Company. If the Company is unable to obtain
sufficient financing or to generate funds from operations sufficient to meet
its operating and development needs, the Company will be unable to implement
its current plans, develop the STV content and format, or continue its
operations.
As a result of the Company's history of operating losses and its need
for significant additional capital, the reports of the Company's independent
auditors on the Company's consolidated financial statements for the years ended
December 31, 1999 and 1998, and the notes to the condensed consolidated
financial statements included in this Form 10-QSB, include an explanatory
paragraph concerning the Company's ability to continue as a going concern.
10
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INCOME TAX BENEFIT
The Company has an income tax benefit from net operating losses of
approximately $4,449,091 at June 30, 2000 which is available to offset any
future taxable income. These carryforwards start to expire in 2013. None of
this benefit was recorded in the accompanying financial statements as of June
30, 2000 and 1999. As a result of the Company's capital raising efforts, a
change of control may occur for income tax purposes that may severely limit
the Company's ability to utilize these net operating loss tax carryforwards.
IMPACT OF INFLATION
The Company believes that inflation has not had any effect on its
development or operations since its inception in 1997. Furthermore, the Company
does not believe inflation will have any material effect for the foreseeable
future. In any event, the Company believes it can offset any future
inflationary increases in the cost of goods and labor by increasing its sales
and thereby improving its operating efficiencies through economies of scale.
The Company is currently evaluating the possible divestiture of its precious
metals business through a sale of such business or by other appropriate means.
11
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PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company reports one warrant exercise for 5000 shares for $6,850, issued
during the quarter ended June 30, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company reports the default on 12% convertible debentures payable in the
amount of $1,591,640 as of June 30, 2000.
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 exhibits to this quarterly report on Form 10-Q are
listed in the exhibit index beginning on page 12.
(b) FORM 8-K. The Company filed one report on Form 8-K during the three
months ended June 30, 2000 reporting on the sale of its wholly-owned
subsidiary, International Strategic Assets, Inc. on May 19, 2000.
12
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SIGNATURES
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 thereunto duly authorized.
ISA INTERNATIONALE INC.
/s/ Gerald J. Durand
---------------------------------
Gerald J. Durand
Chief Executive Officer and
President
August 14, 2000
13
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ISA INTERNATIONALE INC.
INDEX TO EXHIBITS
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27.1 Financial Data Schedule for the six Months Ended June 30, 2000
(filed herewith electronically
14
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS AND ALL ACCOMPANYING
NOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
15
