U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999.
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 01-8929
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
__________________________________________________
(Exact name of small business issuer as specified in its charter)
Nevada 13-3432594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1408 Pawnee Drive, Las Vegas, Nevada 89102
(Address of principal executive offices)
(888) 355-8805
(Issuer's telephone number, including area code)
INTERNATIONAL SEMICONDUCTOR CORP.
2950 31st Street, Santa Monica, California 90405
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
The issuer's revenues for its most recent fiscal year were
$0.00. The aggregate market value of the voting stock held by
non-affiliates of the issuer was approximately $2,237,350 as of
October 31, 2000.
The aggregate number of shares outstanding of the Issuer's Common
Stock, its sole class of common equity, was 11,604,118 as of
October 31, 2000.
<PAGE>
PART I
Item 1. Description of Business
(a) Business Development
Sanitary Environmental Monitoring Labs, Inc. (formerly
International Semiconductor Corporation), is a development stage
corporation (the "Company"). The Company was incorporated on
March 13, 1987, under the name "Lewis Resources, Inc." On
September 28, 1993, the Company acquired from Lema Investments,
Ltd. all of the issued and outstanding shares of Gallium Arsenide
Industries, Ltd. ("Gallium Industries" or "GAI"), a development
stage Israeli company, by issuing 3,982,190 shares of its common
stock (after giving effect to the one-to-six reverse split
described below) to Lema Investments, Ltd. in exchange for the
stock of GAI. After sustaining large losses, GAI was
subsequently sold back to its former shareholders on July 1,
1995, primarily for assumption of existing debt. In connection
with the GAI and GAD acquisitions, the board of directors of the
Company increased the number of authorized common shares to
26,000,000, and changed the Company's name from Lewis Resources
to Israel Semiconductor Corp. (December 21, 1993), and later to
International Semiconductor Corporation (July, 1994). A reverse
stock split (6 for 1) was effective for shareholders of record as
of November 30, 1993.
Also in September, 1993, the Company committed to invest in
shares of a newly-founded Israeli development stage company, GAD
Semiconductors, Ltd. ("GAD"). In January, 1994, GAD was granted
the status of "Approved Enterprise" by the Israeli Investment
Center in accordance with the Law for the Encouragement of
Capital Investments - 1959. Under the approved capital
investment program, GAD received, during 1994, State guaranteed
loans in the amount of $1,172,962. During, 1995, the Company
invested approximately $860,000 in GAD, with an additional
$182,000 tendered during the first quarter of 1996. The total
cumulative Company investment in GAD was over $1,675,000.
However, because of adverse business circumstances during
1996, revenues were not realized sufficient to continue to
operate GAD and to fill orders for the Gallium Arsenide diodes,
resulting in closure of the business in May, 1997. GAD was
placed in liquidation, in Israel, by the relevant authorities,
and all ownership interests of the parent company (its sole
remaining shareholder) were reduced to zero. This was accounted
for as a relief from liability and caused the company to record a
profit on discontinued operations in 1997.
In 1997 the company settled with its largest then-existing
creditor, Tweed Investments, by issuing 11,300,000 shares of
restricted common stock. Subsequently, in March, 1999, the
company effected a 1-for-10 reverse of its issued and outstanding
common stock; in September, 1999, increased its authorized share
capital to 50,000,000 shares and amended its articles of
incorporation to change the company's name. In April, 2000, the
company filed an amendment to effect the change of its name to
"Sanitary Environmental Monitoring Labs, Inc.", the current
corporate name.
After a two-year period of inactivity, lasting until the
summer of 1999, the company's directors identified an opportunity
in the measuring and monitoring of bacterial presence in retail
food service establishments, utilizing testing equipment
manufactured by Merck Kga, of Darmstadt, Germany. This
equipment, marketed under the "Hy-Lite 1" and "Hy-Lite 2"
tradenames, utilizes the ATP (Adenosine TriphosPhate) measurement
technology to quantify the cleanliness of surfaces coming into
contact with food and food services equipment.
The company acquired the rights to the use of the tradename
"SemcoLABs" from a Florida corporation in exchange for 2,650,000
shares of its common stock, issued in February of 2000, and the
assumption of $200,000 in investor debt. The company then
acquired, in May, 2000, an exclusive license from Monaco
Investment Group, Ltd., the sole licensee under Merck's United
States distributor, EM Sciences, in exchange for a minimum sales
commitment during the ensuing 4-year period and the issuance of
4,000,000 shares of restricted stock. This contract is
renewable, at the option of the Company, so long as minimum sales
goals, described in the contract, are met.
Interim funding was acquired in two private placements, the
first, for $62,500 from Mesa, Inc. in February, 2000, by purchase
of 250,000 shares of restricted stock ($0.25 per share), and the
second, for $500,000, occurring June 23, 2000, with Girardi
Financial, for 2,000,000 shares of restricted stock ($0.25 per
share).
Technology Concept:
Existing Product
Equipment for the preparation and processing of foods should
be as clean as possible. If this is not the case, quality
problems or complaints may occur. Beyond this, statutory
requirements, such as the HACCP concept in the United States
("Hazardous Analysis of Critical Control Points"), created for
the NASA Space Program, or the European directive 93/43/EEC, are
also applicable in many countries. These regulations may include
a requirement for a method which allows a rapid examination and
which can verify and document the cleanliness of the equipment
(or the working surface) before the start of food production.
Visual examination may be insufficient because invisible food
residues are not detected. Classical microbiological methods
only provide evidence of micro-organisms and are too slow to
allow a reaction before the start of production or processing.
The Hy-Lite equipment invented by Merck was the first portable
ATP system with a single-shot pen test format. The Hy-Lite 2 is
the latest generation of this system. Measurements, with
results, can be taken in approximately 20 seconds, allowing the
monitoring system (human operator) to assess the cleanliness or
bacterial presence of the surface, utensil, liquid (such as iced
tea), or other test subjects in sufficient time to preclude high
levels of foodborne contamination if the problems are treated
immediately. Common measuring points may be filling equipment,
storage tanks, cutting tables, conveyor belts, rinse water
samples and all points with which the food product has direct
contact.
Evaluation of Measurements
The acceptable level of ATP (bacterial indicator) is
dependant on many factors, such as types of raw materials,
processes applied, material of the surfaces measured and the
"risk" associated with the product (will it be eaten "as is" or
cooked/reheated prior to eating). Will the consumers be healthy
adults or babies, geriatrics or immuno-compromised. Limits for
these various combinations have been determined by Merck and are
continually improved by assimilation of data at the customer's
facility and in other processing applications. The Hy-Lite has
programmed within it "Trend 2" data mining software to allow for
on-site regression analysis of statistical results achieved in
the field.
Manufacturing
The company does not manufacture any of the equipment or the
test tubes utilized in the tests. These are all purchased from
EM Sciences, Merck's distributor in the United States.
Marketing, Sales and Distribution
Business Concept. The marketing program for the company is
based on the concept of providing a service to the retail food
distribution industry. The service is the analysis or "audit" of
a client's bacterial safety, measured at various critical control
points established in concert with the client/customer, or in
compliance with existing monitoring programs already established
by regulatory agencies or self-initiated internal customer
programs. The Company provides comprehensive training and
education to client customers' employees and then provides a
system for measurement of the program's effectiveness.
Marketplace. Proposed national standards, such as the HACCP
program enacted as part of the 1999 food code by the Federal
Government and "suggested" for implementation by the states,
require that food business proprietors comply with the following
obligations:
* have a written food safety program;
* ensure that all food handlers have skills and
competencies in food hygiene matters commensurate with
work activities;
* develop appropriate sanitation programs; and
* provide for the recall of unsafe food as appropriate.
These requirements provide the framework for the basic
services which the company provides: an analysis and testing of
compliance with these requirements. As necessary, the company
will also provide to a client the basic support and consulting
services to establish a program that will satisfy all four of the
requirements outlined above.
The initial target market for the company will be
restaurants, or food service facilities, but the identification
of the presence of bacteria can be of utility to other industries
and applications, such as monitoring cleaning operations for a
"before" and "after" measurement of results. The company has
received proposals, which are under study, to provide services to
firms working in the dairy clean-up market and to carpet cleaning
facilities.
Patent Applications
The company holds no patents and operates the equipment and
the test tube analyses under a license through EM Sciences/Merck.
The company does own the registered trademark "Semcolabs", and
several other uses of the word "Semco" in restaurant testing.
Employees
The company currently has 5 employees and 3 consultants.
Competition
The competition for food service industry compliance
documentation, such as establishment of a HACCP Plan, is intense,
and is not thought to be lucrative by the company's management.
There are numerous individuals and companies offering services in
this area and they are quite capable of timely and cost-effective
rendering of these services.
However, the competition for on-site testing and analysis of
compliance once the HACCP Plans are established, is not as well
entrenched. The company is not aware of any other company
offering monitoring services identical to the Hy-Lite 2 ATP
measurement program, although similar technologies will doubtless
be developed in the coming months and years. Current measurement
technologies generally require a several hour or even several day
delay in provision of results, since these technologies rely upon
laboratory tests at an off-site facility. This on-site, real-
time testing market is the primary target of the company.
Research and Development
The company is not and will not be conducting any research
on improvement of the Hy-Lite ATP technology, but is entitled, by
license, to any improvements made by EM Sciences or Merck, and
has already benefited by the introduction of the Series 2 machine
in replacement of the Series 1 units in the third quarter of
2000.
Item 2. Description of Properties
The company leases facilities in Boca Raton, Florida, paying
$550.00 per month, on a month-to-month basis. The company also
leases approximately 1800 feet in Las Vegas, Nevada for its
corporate headquarters. As clients or customers are engaged in
certain central geographic areas, the company will lease
additional office space to be located in the vicinity of those
customers.
Item 3. Legal Proceedings
As of December 31, 1999, the Company was not involved in any
direct proceedings, with GAD, its former subsidiary, having been
liquidated as of November 17, 1998.
As of October 31, 2000, the company was involved in a claim
filed by New Directions International, Inc. in Florida, in which
the Company disputed the plaintiff's claim for sums of money
invested in GAD, to be paid by the company (as parent). This is
vigorously disputed and is against the liquidated subsidiary.
The Company's primary exposure is continued legal fees through
trial of the matter on its merits.
Item 4. Submission of Matters to a Vote of Security Holders
In August of 1999, a majority of the shareholders
tentatively approved a corporate combination with SemcoLABs of
Florida, contemplating a reverse merger, which was later
rescinded for lack of adequate consideration supplied by the
Florida company. In compliance with the terms of this agreement,
the shareholders approved an increase of the authorized share
capital to 50,000,000, which was effected, even though the merger
was rescinded.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information
Since trading was activated in September, 1993, the
Company's common shares have been traded in the over-the-counter
market and have, until 1999, been quoted in the NASDAQ OTC
Bulletin Board under the symbol "ISSM", commencing October 13,
1993, and changing to "SLBI" on October 5, 1999. The Company's
shares currently trade on the National Quotation Board "pink
sheets", pending filing of current information. The Company's
securities are not publicly traded on any other market.
Set forth below are the high and low "bid" prices for the
Common Stock of the Company for each quarterly period commencing
January 1, 1996 through September 30, 2000:
Fiscal 1996:
First Quarter $0.563 $2.188
Second Quarter $1.125 $3.906
Third Quarter $1.375 $2,625
Fourth Quarter $0.375 $1.875
Fiscal 1997:
First Quarter $0.25 $0.563
Second Quarter $0.02 $0.437
Third Quarter $0.035 $0.16
Fourth Quarter $0.045 $0.145
Fiscal 1998:
First Quarter $0.04 $0.075
Second Quarter $0.03 $0.075
Third Quarter $0.025 $0.08
Fourth Quarter $0.0175 $0.09
Fiscal 1999:
***Reverse effective March 11, 1999 (1-for-10), is reflected
in Second Quarter prices
First Quarter $0.02 $0.02
Second Quarter $0.1875 $0.5625
Third Quarter $0.25 $1.11
Fourth Quarter $0.718 $0.75
Fiscal 2000:
First Quarter $0.125 $0.875
Second Quarter $0.125 $1.60
Third Quarter $0.25 $0.80
Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily
represent actual transactions.
(b) Holders
As of October 31, 2000 there were 596 holders of record and
an estimated 750 additional holders who were beneficial
shareholders (holding in "street name") of the Company's Common
Stock.
(c) Dividends
The Company has not paid any dividends since its inception
and presently anticipates that no dividends will be declared in
the foreseeable future.
Item 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company
The Company, during the years 1993 through 1997, primarily
operated through its two subsidiaries, GAI and GAD, both of which
were either sold or liquidated as of second quarter, 1997.
Thereafter, there were no active operations of the company until
1999.
GAD Semiconductors, Ltd.:
The Company's only remaining subsidiary as of December 31,
1997, the beginning of the year covered by this filing, was GAD
Semiconductors, Ltd. ("GAD"), which was already in liquidation,
having been placed there in May of 1997.
During the second quarter of 1997, GAD's assets and
liabilities were supervised by the liquidation process in Israel,
resulting in a total removal of GAD from the activities and
financial reporting for the Company (Sanitary Environmental
Monitoring Labs, Inc.).
RESULTS OF OPERATIONS
Sanitary Environmental Monitoring Labs, Inc. (formerly ISC)
has been a development stage Company since its inception and
has incurred general and administrative, financing, marketing and
start-up expenses in increasing amounts as GAI was attempting to
enter its production and selling phase prior to its sale in 1995,
and during GAD's construction of its production facility, test
runs and initial attempts to deliver product. Through December
of 1995 GAD had gross sales of $69,617, and in fiscal 1996, GAD
delivered an additional $21,906 in product. No product was
delivered in 1997 or 1998.
During 1999, the Company incurred a loss of $99,283 in
actual operations, $34,283 of which was from general and
administrative expense, and $65,000 of which was a set-aside for
potential litigation settlement. This was the result of a
default judgment being entered, which was later appealed (in
2000) and has been reversed. That case is still pending. The
Company had a resultant loss of $99,283 ($0.03 per share) in
1999, compared to the loss of $32,753 ($0.01 per share), during
the operating period of 1998.
From the date of its inception to the end of 1999, the
Company had an accumulated loss of $7,975,670, causing a capital
deficit of the same amount.
CAPITAL RESOURCES AND LIQUIDITY
During 1999, no funds were raised or received by the
Company.
On March 11, 1999, a reverse stock split of 1-for-10 was
effected and all subsequent issuances of shares reflect that
change.
Subsequent Events:
On February 8, 2000, the company issued 150,000 shares of
common stock to the company's attorney in settlement of
outstanding payables of $15,000. On February 10, 2000, the
company issued 2,650,000 shares of common stock in exchange for
all of the outstanding stock of Semco Bio-Vision, Inc. This
transaction was recorded using the purchase method of accounting.
On February 12, 2000, the company issued 600,000 option
rights for $0.25 per share, expiring in February 12, 2003, to
officers of the company. The company approved a private
placement offering for $250,000, ultimately raising only $62,500
by issuance of 250,000 shares ($0.25 per share) and 250,000
warrants to acquire further shares, exercisable at $1.00 per
share and expiring 3 years hence.
On February 12, 2000, the company entered into a deferred
compensation agreement with an officer of the company. The
agreement was a two-year contract for $12,000 per month in
compensation. The company modified this agreement on September
15, 2000 and the new agreement stipulates that the officer is to
receive $85,000 a year, $5,000 payable monthly and the remaining
$25,000 deferred to subsequent periods.
On February 15, 2000, the company agreed to a sub-license
agreement with Monaco Investment Group, Ltd., in exchange for
4,000,000 restricted common shares, for the exclusive U.S.
distribution rights to Hy-Lite 2 equipment. The agreement
requires the company to purchase a minimum dollar amount of Hy-
Lite machines and/or test tubes on an annual basis: in Year 1
the company is required to purchase $115,200; in Year 2,
$384,000; in Year 3, $768,000 and in Year 4, $1,536,000.
On February 24, 2000, the company granted an officer
1,000,000 option rights to purchase shares at $0.25 per share.
The vesting schedule permits the officer to acquire 40,000 shares
a month and the options expire after three years.
On June 23, 2000, the company entered into a subscription
agreement for 2,000,000 shares of common stock at $0.25 per
share. The agreement was tendered in the form of $150,000 cash
and $350,000 in secured promissory notes receivable which became
payable upon the completion of due diligence. That period
expired on October 15, 2000, at which point the company had
received all of the sums due.
CONTINGENCIES AND COMMITMENTS
The recent placement of $350,000 provided sufficient funding
for the company to act on its business plan for the foreseeable
12-month period. The Company's auditors have issued a "going
concern" warning in their statement, but management believes that
the recent private placements have secured sufficient operating
capital to maintain the Company's viability throughout the
remainder of 2000.
During September of 2000, the company entered into contracts
with WalMart for training of up to 1200 of its management
employees in SafeServe food safety certification. Revenues from
this contract should exceed the expenses incurred for the
remainder of the fourth quarter of 2000.
Item 7. Financial Statements
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(Formerly International Semiconductor Corp.)
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
As at December 31, 1999
<PAGE>
CONTENTS
Balance Sheet
Statement of Operations
Statement of Changes in Shareholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
Schedules for Audited Statements of 1998-1999
<PAGE>
1998 - 1999 AUDITED MATERIALS
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders
of Sanitary Environmental Monitoring Labs, Inc.
(Formerly International Semiconductor Corp.)
Long Beach, California
I have audited the accompanying balance sheets of Sanitary
Environmental Monitoring Labs, Inc. (Formerly International
Semiconductor Corp.) (A Nevada Corporation) as of December 31,
1999 and 1998 and the related statements of operations, cash
flows, and changes in stockholders' deficit for the years then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits 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. I believe that my
audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to in the first
paragraph present fairly, in all material respects, the financial
position of Sanitary Environmental Monitoring Labs, Inc.
(Formerly International Semiconductor Corp.) as of December 31,
1999 and 1998 and the results of its operations and its cash
flows for the years then ended, in conformity with generally
accepted accounting principles.
The accompanying financial statements were prepared assuming the
Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company had no operating
revenues in 1999 or 1998 and as of December 31, 1999 did not own
any assets that generate operating revenues. These conditions
raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are
described in Note 2, Going Concern. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
SKEEHAN & COMPANY
Pasadena, California
August 18, 2000
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
----------- -----------
Current Assets
---------------
Cash $ 0 $ 721
----------- -----------
Total Current Assets 0 721
-------------------- ----------- -----------
Total Assets $ 0 $ 721
------------ =========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
1999 1998
---------- -----------
Current Liabilities
Accounts payable $ 17,637 20,354
Litigation settlement
payable (Note 7) 65,000 0
Due to related party (Note 5) 90,235 53,956
---------- -----------
Total Current Liabilities 172,872 74,310
------------------------ ---------- -----------
Total Liabilities 172,872 74,310
----------------- ---------- -----------
Stockholders' Deficit
---------------------
Common stock, no par value,
authorized 50,000,000
shares, issued and
outstanding: 2,553,827 in
1999 and 1998. 25,538 25,538
Additional paid in capital 7,777,260 7,777,260
Accumulated deficit (7,975,670) (7,876,387)
---------- ------------
Total Stockholders' Deficit (172,872) (73,589)
--------------------------- ---------- ------------
Total Liabilities and
Stockholders' Deficit $ 0 $ 721
----------------------- ========== ============
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---------- -----------
Revenues: $ 0 $ 0
---------
Operating Expenses:
-------------------
General and administrative
(Note 5) 34,283 32,753
---------- ------------
(Loss) Before
Income Taxes (34,283) (32,753)
-----------------
Provision for income tax (Note 3) 0 0
---------- ------------
(Loss) Before
Extraordinary Item (34,283) (32,753)
-----------------------
Extraordinary Item:
-------------------
Estimated litigation loss
(net of tax $0) (Note 7) (65,000) 0
---------- ------------
Net (Loss) $ (99,283) $ (32,753)
========== ============
Loss Per Common Share:
From Operations Before
Extraordinary Item $ (0.01) $ (0.01)
From Extraordinary Item (0.03) 0.00
---------- ------------
Net Loss $ (0.04) $ (0.01)
========== ============
Weighted-Average Number of Common Shares
----------------------------------------
Outstanding Used in Basic
EPS Calculation 2,553,827 2,553,827
------------------------- ========== ============
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---------- ------------
Operating Activities:
---------------------
Net Loss $ (99,283) $ (32,753)
Adjustments to Reconcile Net Loss to
------------------------------------
Cash Used in Operating Activities:
----------------------------------
Increase (Decrease) in:
Accounts payable (2,717) 5,753
Due to related party 36,279 27,000
Extraordinary item - litigation
settlement payable 65,000 0
----------- -------------
Cash Used in Operating Activities (721) 0
--------------------------------- ----------- -------------
Net Increase/(Decrease) in Cash (721) 0
-------------------------------
Beginning Cash 721 721
----------- -------------
Ending Cash $ 0 $ 721
------------ =========== =============
<PAGE>
<TABLE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<S> <C> <C> <C> <C> <C>
Common Stock APIC Accumulated Stockholders'
Shares Amount Amount (Deficit) (Deficit)
------------ --------- ------------ ------------- --------------
Balance December 31, 1997
-------------------------
2,553,827 $ 25,538 $ 7,777,260 $(7,843,634) $ (40,836)
Net loss - 1998 (32,753) (32,753)
------------ --------- ------------ ------------- --------------
Balance December 31, 1998
-------------------------
2,553,827 $ 25,538 $ 7,777,260 $(7,876,387) $ (73,589)
Net loss - 1999 (99,283) (99,283)
------------ --------- ------------ ------------- --------------
Balance December 31, 1999
-------------------------
2,553,827 $ 25,538 $ 7,777,260 $(7,975,670) $(172,872)
============ ========= ============ ============= ==============
</TABLE>
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------
Company Organization
--------------------
Sanitary Environmental Monitoring Labs, Inc. (Formerly
International Semiconductor Corp.) hereinafter referred to
as (the "Company") was organized in 1987, initially as an
inactive publicly held corporation pursuing business
acquisitions. The Company continues to pursue business
acquisitions. On February 10, 2000 the Company executed an
acquisition agreement to acquire 100% of the outstanding
common stock of Biovision in exchange for 2,650,000 shares
of International Semiconductor Corp. common stock. (See Note
8 - Subsequent Events).
On September 10, 1999 the Company changed its name to
"SemcoLabs, Inc." and on April 10, 2000 the Company changed
its name again to "Sanitary Environmental Monitoring Labs,
Inc." The effects of these changes were reflected in these
financial statements.
Accounting Method
-----------------
The Company maintains its books and records utilizing
accrual accounting. The accrual method recognizes income
when earned and expenses when incurred.
Principles of Consolidation
---------------------------
The Company consolidates its financial statements with
subsidiaries if the Company owns 50% or more of the
subsidiary's outstanding voting stock. The Company will
prepare its financial statements on the equity method when
the interest is between 20% and 50%, or when the interest
exceeds 50%, but expectation for maintaining a controlling
interest is temporary. On investments of less than 20% the
Company will present the investment at cost.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments
purchased with original maturities of three months or less
to be cash equivalents.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires the
Company to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of
the financial statements and the reported revenues and
expenses during the reporting period. Actual results may
differ from those estimates.
Loss Per Share
--------------
Loss per share were computed by dividing loss available to
common stockholders by the weighted-average number of shares
outstanding during the year.
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 GOING CONCERN
-------------
The Company's continued existence is in doubt. The Company
had no operating revenues in 1998 or 1999 and as of December
31, 1999 the Company did not own any assets that would
generate operating revenues.
Subsequent to the balance sheet date, the Company acquired
100% of the outstanding stock of Semco Biovision, Inc. (See
Note 8 - Subsequent Events). Management's plans for
continuing as a going concern rely on the acquisition and
further funding through loans and private placements.
NOTE 3 INCOME TAXES
------------
The Company files its tax returns using the same accounting
method as it does for financial statement reporting. The
Company has unused net operating losses carried forward from
inception estimated at $9,000,000. Based on estimated future
income tax rates (30%) these NOL's would result in a
deferred tax benefit of $2,700,000. Management established a
valuation allowance equal to the potential benefit of NOL's
based on the likelihood that the carryforwards would expire
prior to utilization. Based on these assumptions a
provision of $0 for 1998 and 1999 is in included in these
statements. Subsequent to December 31, 1999 the Company was
involved in a merger (See Note 9 - Subsequent Events) The
merger created a change in control that may limit future
benefits.
NOTE 4 SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
Supplemental cash flow information: 1999 1998
------------------------------------ ---- ----
Cash paid for income taxes $ 0 $ 0
==== ====
Cash paid for interest expense $ 0 $ 0
==== ====
NOTE 5 RELATED PARTY TRANSACTIONS
--------------------------
The Company in 1999 and 1998 had accrued expenses of $90,235
and $26,956, respectively, due to ITG a related entity,
owned by a shareholder and officer of the Company. The
Company leased office space from ITG during 1999 and 1998 on
a month to month basis. Monthly rent expense is $2,250 plus
additional expenses for overhead. Total office and overhead
expenses charged by ITG during 1999 and 1998 were $27,000
each year. Future minimum lease payments as of December 31,
1999 for each of the next five years is $27,000 each year.
NOTE 6 STOCKHOLDERS' DEFICIT
---------------------
The Company's board of directors authorized, on March 11,
1999, a reverse stock split of 10 for 1. The affect of this
change was recorded in these financial statements.
On August 23, 1999 the Company entered into a business
combination agreement with Semco (FL) and issued 19,400,000
shares of common stock in exchange for all the outstanding
shares of Semco (FL). On February 3, 2000 the agreement was
rescinded and the issued shares were cancelled.
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 7 EXTRAORDINARY ITEM -LITIGATION SETTLEMENT PAYABLE
-------------------------------------------------
In 1999 the Company lost a lawsuit with a creditor resulting
from a note payment default. The estimated loss including
attorney's fees and interest expense is $65,000. As of
August 18, 2000 the matter was not settled.
NOTE 8 SUBSEQUENT EVENTS
-----------------
On February 8, 2000 the Company issued 150,000 shares of
common stock to the Company's attorney in settlement of
outstanding payables of $15,000.
On February 10, 2000 the Company issued 2,650,000 shares of
common stock in exchange for all the outstanding stock of
Semco Biovision, Inc. ("Biovision"). The transaction will
be recorded using the purchase method of accounting.
On February 12, 2000 the Company issued 500,000 option
rights for $0.25 per share, expiring on February 12, 2003 to
officers of the Company.
On February 12, 2000 the Company approved a private
placement offering for $250,000 by issuance of 1,000,000
shares of restricted stock with warrants to purchase an
additional 1,000,000 shares at $1.00 pr share. The warrants
expire three years from the date of issue. As of August 18,
2000 only 250,000 shares for $62,500 were issued, and the
Company has closed the offering.
On February 12, 2000 the Company made a deferred
compensation agreement with an officer of the Company. The
agreement was for two years and specified that the officer
was to receive $12,000 a month. The agreement was modified
on September 15, 2000 and is retroactive to February 12,
2000. The agreement now specifies that the salary is
$85,000 per year, $5,000 is payable monthly with the
remaining $25,000 deferred and payable in subsequent
periods.
On February 15, 2000 the Company agreed to a sub-license
agreement with Monaco Investments Group, Ltd. in exchange
for 4,000,000 restricted common shares for the distribution
rights to Hy-Liter II, a environmental testing machine. The
agreement requires the Company to purchase a minimum amount
of Hy-Liters on an annual basis. In Year 1 the Company is
required to purchase $115,200, $384,000 in Year 2, $768,000
in Year 3, and $1,536,000 in Year 4.
On February 24, 2000 the Company granted an officer
1,000,000 option rights to purchase shares at $0.25 per
share. The vesting schedule permits the officer to acquire
40,000 shares a month and the options expire after three
years.
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 8 SUBSEQUENT EVENTS CONT'D
------------------------
On June 23, 2000 the Company entered into a subscription
agreement for 2,000,000 shares of common stock at $0.25 per
share. The agreement was tendered in the form of $150,000
cash and a $350,000 note receivable which will become
payable upon the completion of due diligence. If the
Company does not meet the covenants of the agreement then
the note receivable will be cancelled and the issued shares
will remain issued and outstanding. As of August 18, 2000
the transaction is still pending.
The Company's unaudited proforma financial statements are
presented below and reflect the consolidated balance sheet
and the Monaco license purchase as if the transactions
occurred on December 31, 1999 and statement of operations as
if the companies were consolidated for the year then ended.
<TABLE>
Unaudited Proforma Consolidated Balance Sheet
---------------------------------------------
12/31/99
---------
(In Thousands)
-----------------
<S> <C> <C> <C> <C> <C>
Semco Biovision Monaco Eliminations Proforma
------ ---------- ------- ------------- ---------
Current Assets $ 0 $ 0 $ 0 $ 0 $ 0
Property and Equipment 35 35
Net
Trademarks 165 165
Distribution Rights 302 302
------ ---------- ------- ------------- ---------
Total $ 0 $ 200 $ 302 $ 0 $ 502
====== ========== ======= ============= =========
Current Liabilities $ 173 $ $ $ $ 173
Common Stock 25 200 302 (200)
26 353
Paid in Capital 7,777 174 7,951
Accumulated Deficit (7,975) (7,975)
------- ----------- -------- ------------- ---------
Total $ 0 $ 200 $ 302 $ 0 $ 502
======= =========== ======== ============= =========
</TABLE>
<PAGE>
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
(FORMERLY INTERNATIONAL SEMICONDUCTOR CORP.)
(A Nevada Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 8 SUBSEQUENT EVENTS CONT'D
------------------------
<TABLE>
Unaudited Proforma Consolidated Operations Statement
----------------------------------------------------
12/31/99
----------
(In Thousands)
------------------
<S> <C> <C> <C> <C> <C>
Semco Biovision Monaco Eliminations Proforma
------ ---------- ------- ------------- ---------
Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Operating Expenses 34 54
(Loss) From
Operations (34) 20 (54)
Provision for Tax 0 0
Extraordinary Item (65) (65)
------- ---------- ------- ------------- ---------
Net Loss $ (99) $ (20) $ 0 $ 0 $ (119)
======= ========== ======= ============= =========
Loss per share:
Loss From
Operations $(0.01) $(0.01) $ 0 $ 0 $(0.01)
======= ========== ======= ============= =========
Number of Shares
Used in EPS 2,553,821 2,650,000 4,000,000 9,503,821
Notes to Proforma Consolidated Operations Statement:
(1) Depreciation of property and equipment, over 7 years, and amortization of trademarks
over 15 years..
See Notes to Financial Statements.
</TABLE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There are no current disagreements with the accountants
concerning the presentation of the financial information required
under U.S. financial reporting standards.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
(a) Directors and Executive Officers of the Company
The following table provides information concerning each
executive officer and director of the Company:
Name Age Title
Robert M. Terry 70 Chairman of the Board/CEO
Toni Gales 54 Secretary
Thomas Hanson 68 Director
Gary Rosen 54 COO, Director
David Goldstein 54 Director
Meredith Russell 55 Director
Don Karas 60 Exec Vice President/Director
Paul McCann 65 CFO/Director
All directors hold office until their successors have been
elected.
Set forth below is certain information about the named
individuals.
Robert M. Terry, 70, has been Chairman of the Board of the
Company since January 1994, and Chief Executive Officer of the
Company since February 24, 1995. He has over 35 years of
finance, engineering-development and construction experience.
He has held the position of CEO of several private entities and
is listed in Who's Who in American Business, Who's Who in
Aviation and is a member of the President's Council of the
American Institute of Management as well as several other
professional organizations. Mr. Terry received his engineering
degree from New York University, School of Engineering, with
graduate studies at Columbia University.
Thomas Hanson, 68, is a director of the Company and has held
that position since June of 1999. He has also served as a
director during that same period. He has previously held
positions as Chief Deputy and Chief of Staff for a Los Angeles
City Council member, and as the Executive Director for the
Republican Party of Los Angeles. Prior to these activities, he
was the Director of Marketing at the Los Angeles Ambassador
Hotel, the President and CEO of Flash-R-Lite Corporation, the
Director of Government & Regulatory Relations for Pacific Air
Transport and the Executive Vice President and Chief
Administrative Officer of Intercontinental Technology Group.
Gary Rosen, 50, has been the Chief Operating Officer or
Treasurer of the Company since February 12, 2000. During the
year prior to that, he was an officer of Semcolabs, Inc., a
Florida corporation, that engaged in the early developmental
research leading to the sanitary monitoring business concept.
Mr. Rosen served for 17 years with the New York Police Department
as a detective in the fraud, homicide, organized crime and
special services bureaus. Following his retirement from the
NYPD, he worked for Aero Industries, Inc. as its director of
Security, and performed a similar function for Intercontinental
Technologies Group. Mr. Rosen oversees the day-to-day operations
of the Company and is directly involved in all personnel, sales,
purchase and human resources decisions.
Toni Gales, 54, corporate Secretary, has been office manager
for law firms for the past 15 years, and prior to that was the
operations manager for King Aviation Services, a 70-plane flight
school located on the Van Nuys, California airport. Ms. Gales
has also managed cellular phone and paging services.
David Goldstein, 54, is a director of the Company, having
held that position since March 1, 2000. Mr. Goldstein currently
owns and operates several healthcare facilities in New York and
Florida. Prior to these operations, he collaborated with Shelby
Williams Industries in designing and developing over 200
hospitals, nursing homes and psychiatric institutions located in
New York and Louisiana. Mr. Goldstein is currently a Branch and
Production Manager at CTX Mortgage Corporation and has held that
position for the previous 5 years.
Meredith Russell, 55, is a director of the Company, a
position which he has held since October 11, 2000. Mr. Russell
has spent over three decades as a commercial banker with major
lending institutions: Beverly Hills Bank, Capitstrano National
Bank and most recently, from 1995 through 1999, Comerica Bank (as
Senior Vice President). Since August, 1999, Mr. Russell has
served as the Chief Executive Officer of the Bicycle Casino in
Los Angeles, California.
Paul McCann, 60, is the Chief Financial Officer and a
director of the Company, and has primary experience in
international banking, corporate finance, marketing and business
development. He has previously served at the Inter-American Bank
as a loan officer, special projects evaluator and President of
the Loan Committee and was the President of the Liberian Bank for
Industrial Development and In vestment. As President of the
Korea Capital Corporation, he was instrumental in restoring
profitability to the company, which led to a profitable purchase
thereof by Daewoo Industries. Mr. McCann has also held the
position of Managing Director and Chairman of the Executive
committee of the Asian Euro-American Merchant Bank, where he was
able to implement measures which caused it to become a major
regional lender for industry and trade.
Don Karas, 68, has been engaged by the Company as Executive
Vice President, and director, responsible for expanding the
Company's marketing scope and development of the Company's client
base. He previously served as Chairman and CEO of Aldon
Communications, Klondike Ice Cream and Restaurant Business, Inc.
He was the founder and publisher of several magazines, including
Restaurant Business, Restaurant & Hotel Design, Food Service
Executive, Institutional Distribution and the Karas Executive
Report. Mr. Karas was the founder of ACA Joe, a popular line of
clothing and retail stores, which he sold at a profit to
concentrate on the food services arena. He currently serves on
the Board of Directors of Wolfgang Puck Company and A&B Gourmet
Bakery. He is also the Chairman of the Santa Fe Steakhouse
company.
(b) Significant Employees
Set forth below is certain information for the individual
expected to make a significant contribution to the Company's
business: none.
(c) Family Relationships
There are no family relationships among the Company's
directors, executive officers or any of the named significant
persons.
(d) Involvement in Certain Legal Proceedings. None of the
Company's directors, executive officers or named significant
persons, and none of its promoters or control persons, during the
past five years:
(1) has had any bankruptcy petition filed by or
against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or
within two years prior to that time;
(2) has had any conviction in a criminal proceeding or
was subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) has been subject to any order, judgment or decree
of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting
such person's involvement in any type of business, securities or
banking activities; nor
(4) has been found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and
the judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten-percent shareholders are required
by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished
to the Company, or written representations that no Form 5 filings
were required, the Company believes that during the year ended
December 31, 1996, all Section 16(a) filing requirements
applicable to its officers, directors and
greater-than-ten-percent beneficial owners were complied with.
At the end of fiscal 1999, Tweed Investments, Ltd., owning
approximately 42% of the company at that time, would have shown
as a greater-than-10% shareholder were the filings by the company
made in a timely manner.
Item 10. Executive Compensation
In respect of services rendered to the Company in, 1997,
1998 and 1999, the Company did not pay to any executive officer
of the Company, GAD or GAI total annual salary and bonus
aggregating in excess of $60,000. Set forth below is information
regarding the compensation of Robert M. Terry, the only officer
to earn deferred compensation during those years.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and Principal Position Year Salary
Robert M. Terry, Chairman 1995 $60,000 -0-
1996 $60,000 -0-
1997 $60,000 Deferred
1998 $60,000 Deferred
1999 $60,000 Deferred
Mr. Terry has fully vested options to acquire 150,000 shares
of the Company's stock at an exercise price of $0.25 per share.
The salary compensation due Mr. Terry has been deferred until
suitable financial resources allow for its payment.
Compensation of Directors
Non-employee directors of the Company do not receive any
compensation for attending meetings of the Board of Directors.
In the years 1995 through 1999, none of the Company's
directors received any compensation for services provided as a
director, whether pursuant to any consulting contracts, business
agreements or otherwise.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information regarding
the number and percentage of shares of Common Stock beneficially
owned by each named executive officer and director, any person
(including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934) known by the Company to
own 5% or more of the Common Stock of the Company, and all
officers and directors as a group, as of the date of this Form
10-KSB:
Name and Address Amount and Nature of
of Beneficial Owners Beneficial Owners1 Percent of
Class
Robert M. Terry 150,000* 1.29
5374 Village Road
Long Beach, California 90808
Gary Rosen 1,150,000* 9.91
9045 La Fontana, C-7A
Boca Raton, Florida 33434
Thomas Hanson 150,000* 1.29
5374 Village Road
Long Beach, California 90808
Toni Gales 20,000* 0.17
11300 W. Olympic, #800
Los Angeles, California 90064
Paul McCann 100,000* 0.86
5374 Village Road
Long Beach, California 90808
Don Karas 150,000** 1.29
3651 Turtle Run Boulevard #824
Coral Springs, Florida 88067
All Executive Officers and
Directors as a group 1,720,000* 13.53
(4 persons)
Tweed Investments, Ltd. 1,130,000 9.74
71-73 Regent Street
London, England
Monaco Investment Group, Ltd. 4,000,000 34.47
Parliament Street
Nassau, Bahamas
Girardi Financial, Inc. 2,000,000 17.24
10100 Santa Monica Blvd, #1600
Los Angeles, California
_____________________________
Unless otherwise indicated, the Company has been advised
that all holders listed have the sole power to vote and dispose
of the number of shares set forth opposite their names.
* all of the asterisked securities are options, having similar
terms, such that all are exercisable at $0.25 per share, and all
are vested, except for Rosen's, of which 1,000,000 are vesting
over a 24-month period, at the rate of 1/24 per month.
** the Karas options are at $0.50 per share, and are conditioned
upon achieving certain sales goals.
Item 12. Certain Relationships and Related Transactions
The Company has not directly or indirectly acquired any
assets from any of its directors, or the executive officers,
significant employees or security holders named in Items 9 or 11
above.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
2 Agreement, dated September 28, 1993, with Lema
Investments Ltd.(1)
3.1 Certificate of Incorporation, as amended(2)
3.2 By-Laws(2)
3.3 Amendment to Articles of Incorporation (Change of
Name), July 5, 1994(3)
3.4 Amendment to Articles of Incorporation (Change of
Name), and increase authorized capital to
50,000,000 shares, dated September 28, 1999 (4)
3.5 Amendment to Articles of Incorporation (Change of Name
to Sanitary Environmental Monitoring Labs, Inc.),
filed April 10, 2000 (4)
10.1 Agreement, dated July 5, 1992, with Electroterm
Electric & Metal Industries Ltd. and Mesana SA (2)
10.2 Memorandum of Understanding, dated December 23, 1993,
with Jaber Corporation and Spanish Dagger, Inc.(2)
10.3 Guarantee Agreement, dated November 17, 1993, with
Messrs. Younisian and Korman (2)
10.4 Loan Agreement, dated November 23, 1993, with Kaner
Sherotei Geviya, Ltd.(2)
10.5 Loan Agreement, dated November 10, 1993, with GAD
Semiconductors, Ltd.(2)
10.6 Agreement between GAD, Semtech Ltd. and Messers,
Aschkenazi, Gerschfeld, Nathan and Slonim (2)
10.7 Stock Sale and Purchase Agreement with Tweed
International, dated October 3, 1994 (3)
10.8 Agreement for Acquisition of Semco Bio-Vision, dated
February 12, 2000 (4)
10.9 License and Distributorship Agreement between Monaco
Investment, Ltd. and the Company, dated May 24,
2000 (4)
10.10 Subscription Agreement and Promissory Note between
Company and Girardi Financial, dated June 23, 2000
(4)
21 Subsidiaries of the Registrant(1), Semco Bio-Vision
_____________
(1) Incorporated by Reference to Registrant's Form
8-K dated October 5, 1993.
(2) Incorporated by Reference to Registrant's Form
10-KSB dated May 3, 1994.
(3) Incorporated by Reference to Registrant's Form
10-KSB dated March 31, 1995.
(4) Incorporated by Reference to Registrant's Form
10-KSB dated October 24, 2000
(b) Reports on Form 8-K
None
SIGNATURES
IN ACCORDANCE WITH SECTION 13 OR 15(d) OF THE EXCHANGE ACT,
THE REGISTRANT CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
SANITARY ENVIRONMENTAL MONITORING LABS, INC.
By: /s/ Robert Terry
Robert M. Terry, Chairman
Date: November 3, 2000
IN ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN
SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
/s/ Robert Terry Principal Executive November 3, 2000
Robert M. Terry Officer and Director
/s/ Thomas Hanson Director November 3, 2000
Thomas Hanson
/s/ Gary Rosen Operating Officer/ November 3, 2000
Gary Rosen and Director
/s/ Toni J. Gales Secretary November 3, 2000
Toni J. Gales
/s/ David Goldstein Director November 3, 2000
David Goldstein
/s/ Meredith Russell Director November 3, 2000
Meredith Russell
/s/ Paul McCann Chief Financial Officer November 3, 2000
Paul McCann Director
/s/ Don Karas Executive Vice President November 3, 2000
Don Karas Director
