U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended
December 31, 1999
Commission file number: 0-18565
SEMPER RESOURCES CORPORATION
----------------------------------------------
(Name of small business issuer in its Charter)
Nevada 93-0947570
- ----------------------------- ------------------------------------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation)
11150 West Olympic Blvd., #810, Los Angeles, CA 90064
------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number: (949) 857-1166
RESOURCES OF THE PACIFIC CORPORATION
------------------------------------
(Former Name of the Registrant)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
-----------------------------
Title of Class
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
--- -----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form, 10-KSB or any
amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year: $0
The number of shares of Common Stock outstanding as of April 15, 2000 was
25,497,965. As of such date, the aggregate market value of the voting stock of
the registrant held by non-affiliates was approximately $538,678 based on the
average high and low bid prices for such common stock as reported on the NASD
Bulletin Board.
DOCUMENTS INCORPORATED BY REFERENCE
No annual reports to security holders, proxy or information statements, or
prospectus filed pursuant to Rule 424(b)or (c) are incorporated by reference in
this report.
Transitional Small Business Disclosure Format (Check One): Yes No X
--- ----
<PAGE>
TABLE OF CONTENTS
Page
------
PART I
ITEM 1. DESCRIPTION OF BUSINESS............................... 3
ITEM 2. DESCRIPTION OF PROPERTIES............................. 4
ITEM 3. LEGAL PROCEEDINGS .................................... 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS................................... 4
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS........................... 4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.................. 5
ITEM 7. FINANCIAL STATEMENTS.................................. 5
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE................ 5
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT..................... 5
ITEM 10. EXECUTIVE COMPENSATION................................ 6
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT................................. 6
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.......................................... 7
ITEM 13. EXHIBITS AND REPORTS OF FORM
8-K................................................... 7
SIGNATURES............................................ 9
FINANCIAL STATEMENTS.................................. F-1
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Resources of the Pacific Corporation (the "Company") was organized under the
laws of the State of Nevada in April of 1987, under the name "10 Minute Pit Stop
USA, Inc." The Company was formed for the purpose of acquiring and operating
automotive oil change service centers. On April 30, 1987, the Company merged
with Value Funding Corporation, a publicly-owned corporation that owned a chain
of oil change and lubrication centers. In 1990, the Company changed its name to
Pit Stop Auto Centers, Inc.
From inception through late 1991, the Company and its various subsidiaries
operated automotive oil change, lubrication and fluid maintenance service
centers in Phoenix, Oklahoma City and various locations in Texas. On December
31, 1991, the Company sold all of its properties, inventories and other assets
used in the operation of its service centers and ceased to operate in the
automotive service center business. Since the sale of its assets and
discontinuance of its automotive service business in December of 1991, the
Company's operations have been limited to efforts in identify and acquire an
operating business.
Pursuant to its efforts to acquire an operating business, on September 7, 1995
the Company entered into an Acquisition Agreement (the "Acquisition") with
Resources of the Pacific, Inc. ("ROP") pursuant to which:
(1) The Company acquired all of the issued and outstanding shares of ROP in
exchange for the issuance of 22,219,000 shares of common stock of the
Company;
(2) The Articles of Incorporation of the Company were amended by effecting
a reverse split of the common stock on a ratio of one for twenty; and
(3) The Company changed its name to "Resources of the Pacific Corporation."
Following the Acquisition, on October 7, 1995 the Company acquired from
Resources of the Pacific Ltd. ("ROP Ltd"), a subsidiary of ROP, all of its
rights, title and interest in certain joint venture timber concessions (the
"Timber Rights") for the development of timber located in Fiji (the "Timber
Acquisition") in exchange for 1,350,000 shares of the Company's common stock and
ROP divested its entire interest in ROP Ltd.
Semper intends to operate as an active timberland manager, while seeking
competitively higher returns on investment as a producer of hardwoods. The
Company believes it is good business to be proactive in maintaining the
environmental integrity and sustain ability of the timberlands under its
control. It is intended that the concessions that Semper Resources acquire will
utilize selective cutting and reforestation techniques.
Semper's strategic objective is to start with the acquisition of undeveloped or
under-developed hardwood timber concessions. Although it is not adverse to
exploring softwood timber concessions in countries where the Company already has
a presence, Semper has targeted a segment of the lumber market which currently
has significant shortage of high quality tropical hardwood timber. Tropical
hardwoods typically have higher margins than the highly competitive and larger
softwood segment.
The Company intends to utilize joint venture concepts wherever possible in which
the timber on the stump is the partner contribution to the venture. This
approach provides for the partnering with the landowner in selective harvesting
of timber and sharing operating margin with the landowner, or procuring raw
material at favorable allocations or price. Such is the structure the Fijian
concessions.
3
<PAGE>
FIJI
The Company's Fiji project was to be a series of nine initial joint venture
timber concessions (approximately 40,000 acres) in which nine tribes of
indigenous people contribute the standing timber to be selectively harvested
after the Company pays some governmental fees. The tribes are paid a percentage
of the after milling net profit.
This Form 10-KSB contains forward looking statements. The actual results might
differ materially from those projected in the forward looking statements.
Additional information concerning factors that could cause actual results to
materially differ from those in forward looking statements is contained in the
Company's filings with the Securities and Exchange Commission, including
periodic reports under the Securities Exchange Act of 1934, as amended.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's only property and assets are Timber Rights from nine joint
ventures covering approximately 40,000 acres of timberland in Fiji and the
exclusive rights to market wood products internationally. (See "Business").
ITEM 3. LEGAL PROCEEDINGS
The Company is not the subject of any material pending legal proceedings; and to
the knowledge of management, no material proceedings are presently contemplated
against the Company by any federal, state or local governmental agency/ Further,
to the knowledge of management, no director or executive officer is party to any
action which any has an interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's stockholders through the
solicitation of proxies or otherwise, during the fourth quarter of the Company's
fiscal year ended December 31, 1999; and none have been submitted since.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's common stock was previously listed on the NASDAQ Stock Market.
Since February of 1992, the Company's common stock has been listed on the O-T-C
Bulletin Board. However, the market for these securities is extremely limited
and sporadic.
On April 15, 2000, the closing bid price of the common stock was $0.185.
HOLDERS
The number of record holders of the Company's common stock as of April 15, 2000
was 494. This number does not include an indeterminate number of stockholders
whose shares are held by brokers in street name.
DIVIDENDS
The Company has not paid any dividends with respect to its common stock, and
does not intend to pay dividends in the foreseeable future.
4
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
PLAN OF OPERATION
Prior to the acquisition of Resources of the Pacific, the Timber Rights, and the
marketing rights, the Company had not engaged in any material operations since
1991.
RESULTS OF OPERATIONS
The Company received no revenue in either the calendar year ended December 31,
1999, or the calendar year ended December 31, 1998. The Company has a net loss
of $46,846 in calendar 1999 from its ongoing search for acquisitions. For the
year ended December 31, 1999 general and administrative expenses increased by
$2,766 or 13.6% to $23,017 from $20,251 for the corresponding period of the
prior year. Amortization expenses remained consistent at $7,407, but interest
expense increased by $806 or 5.2% to $16,422 from $15,616 in the prior year.
Despite these increases in expenses, the net loss decreased by $84,424 or 64.3%
to $46,846 from $131,270 for the prior year because there was no writeoff of
discontinued operations in the current year but a $87,996 charge in the prior
year.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had cash of $1,386 and a working capital
deficit of $371,142. This compares with cash of $1,380 and a working capital
deficit of $348,705 as of December 31, 1998.
As of December 31, 1999, the Company had borrowed an aggregate of $50,000 from a
shareholder and $50,000 from outside parties. These loans are repayable on
demand with interest at twelve percent per annum. In addition, related parties
have advanced $14,343 which is repayable on demand.
ITEM 7. FINANCIAL STATEMENTS.
The Company's financial statements are presented under Item 13 of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following are the Officers and Directors of the Company as of December 31,
1999:
Name Age Position Held with Company
-------- ------ -----------------------------
Robert A. Dietrich 55 President, CEO, Treasurer and Director
Ray Besharaty 61 Managing Director (Fiji) Secretary and Director
Wayne Walters 52 Director
Directors and Executive Officers
Semper Resources has established a Management Team to maximize the opportunities
offered to Semper Resources world wide and to guarantee optimal probability of
long term corporate success. For the most part, individuals have been selected
based on their proven abilities to produce and succeed.
5
<PAGE>
Robert A. Dietrich - Chairman, President & CEO
Mr. Dietrich background includes hands-on executive management, investment
banking and financial consulting experience. He has more than thirteen years
experience as vice president (finance and operations) or president of middle
market manufacturing and/or distribution companies and thirteen years with CPA
and investment banking firms providing financial and operations consulting and
merger/acquisition and financial structuring for clients. Mr. Dietrich is a CPA
with a B.B.A. from Notre Dame and an MBA from U. of Detroit.
Ray Besharaty - Board Member and Managing Director - Fiji
Mr. Besharaty, with a B.S. Accounting degree, has been involved in the formation
and development of Resources of the Pacific since its inception in 1992. Mr.
Besharaty has contributed both as international marketing and sales manager with
numerous countries including Saudi Arabia, Taiwan and Europe, and as director of
Aircraft Support Services. He has lived in the Middle East and has developed
strong ties in the international marketplace.
Wayne Walters - Board Member and Consultant
Mr. Walters' background runs the gamut from electrical engineer in the aerospace
industry to business consultant for natural resource companies. Mr. Walters has
successfully managed multi-year projects as large as $50 million directing a
staff of over 80 professionals, to small six week time critical projects
utilizing a staff of well over 200. As a result of Mr. Walter's proposal and
management skills, programs totaling over $200 million have been won. Mr.
Walter's management skills have been recognized and valued such that his last
assignment, within a $300+ million in sales per year organization, was
considered by management to be the single project most critical to future
business for the organization.
Mr. Walters was a self-employed consultant for several years, providing
management expertise and resource allocation technical expertise to both
aerospace and natural resource companies. Mr. Walters is a published poet, has a
B.S. in Electrical Engineering from Georgia Tech; two masters degrees: an MS in
Operations Research from U.S.C. and an MBA from UOP; and was granted the Degree
of Engineer in Operations Research and Systems Engineering by U.S.C.. Mr.
Walters obtained a certificate in business management from UCLA and continues
his training by recently completing numerous UCLA courses in Total Quality
Management.
ITEM 10. EXECUTIVE COMPENSATION
During fiscal 1999 and fiscal 1998, no officer or director was paid more than
$100,000.
Director Compensation
Non-employee directors of the Company receive no cash compensation for their
services to the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RECORD
AND BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth, as of April 15, 2000 certain information
regarding the ownership of voting securities of each person known by the Company
to be a beneficial owner of five percent or more of the outstanding voting
securities, each of the Directors of the Company and all Officers and Directors
as a group.
6
<PAGE>
Percentage of Shares
Name and Address of Shares of Common Stock of Common Stock
Beneficial Owner Beneficially Owned (1) Beneficially Owned
---------------------- ------------------------ ----------------------
International Bell, Inc. 12,569,000 49.6%
Carol S. Lewis 9,170,000 35.2%
Robert A. Dietrich 100,000 (1) 0.004%
Ray Besharaty 790,048 3.1%
Wayne M. Walters 57,143 0.002%
----------- --------
All executive officers and
directors as a group (3 persons) 947,191 3.3%
=========== ========
(1) Five year stock options exercisable at $2.00 per share.
(C) CHANGE IN CONTROL
None.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
International Bell, Inc., the Company's largest shareholder, has loaned the
Company $50,000 in the form of a 12% per annum promissory note, payable on
demand. Interest on the loan has been accrued but unpaid as of December 31,
1999. International Bell, Inc. and Ms. Lewis have made cash advances to the
Company totaling $14,343.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) The following documents are filed as a part of this Form 10-KSB at the page
indicated.
Page Number
-------------
(a) (i) Financial Statements
Auditor's Report as of April 18, 2000...................... F-1
Consolidated Balance Sheets - December 31, 1999
and 1998................................................ F-2
Consolidated Statement of Operations - For the years ended
December 31, 1999 and 1998.............................. F-3
Statement of Shareholder's Equity - For the years ended
December 31, 1999 and 1998.............................. F-4
Statement of Cash Flows - For the years ended December 31,
1999 and 1998........................................... F-5
Consolidated Notes to Financial Statements................. F-6 - F-10
(a) (ii) Consolidated Schedules - None.
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
7
<PAGE>
(a) (iii) Exhibits
<TABLE>
Sequential Page
Number Description Number
- -------- ----------- ----------------
<S> <C> <C>
2.2 Acquisition Agreement dated September 7, 1996 between Resources of
the Pacific Corporation and the shareholders of Resources of the
Pacific, Inc. **
3.1 Arcticles of Incorporation of Resources of the Pacific Corporation,
as amended - incorporated by reference to the exhibits filed with
the Company's current report on Form 8-K dated July 28, 1995 *
3.2 Bylaws of Resources of the Pacific Corporation, as amended -
incorporated by reference to the exhibits filed with the Company's
Form 8-A. *
10.4 Acquisition Agreement dated April 1, 1996 between Resources of the
Pacific Corporation and Resources of the Pacific Ltd. **
10.5 Agreement dated September 7, 1995 between Resources of the Pacific
Corporation and International Bell, Inc. **
10.6 Amendment to Agreement dated September 7, 1995 between Resources of
the Pacific Corporation and International Bell, Inc. **
10.7 Agreement dated March 12, 1996 between Resources of the Pacific
Corporation and International Bell, Inc. **
10.9 Amendment to Acquisition Agreement between Resources of the Pacific
Corporation and the Shareholders of Resources of the Pacific, Inc. **
10.10 Definitive Agreement between Semper Resources Corporation and the
Romanian Joint Venture **
21 Subsidiaries of the Registrant **
27.1 Financial Data Schedule
</TABLE>
- ---------------------
* Incorporated by reference pursuant to Exchange Act Rule 12b-23.
** Incorporated by reference from previous filings.
(b) Reports on Form 8-K
None
8
<PAGE>
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.
SEMPER RESOURCES CORP.
Dated: April 18, 2000 By:/s/ Robert Dietrich
---------------------------------
ROBERT A. DIETRICH,
President, Chief Executive Officer,
Treasurer and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Dated: April 18, 2000 By:/s/ Robert Dietrich
-------------------------
ROBERT A. DIETRICH,
President, Chief Executive
Officer, Treasurer and
Director
Dated: April 18, 2000 By:/s/ Ray Besharaty
-------------------------
RAY BESHARATY
Managing Director and
Director
Dated: April 18, 2000 By:/s/ Wayne Walters
-------------------------
WAYNE WALTERS
Director
9
<PAGE>
SWART BAUMRUK & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
717 E. OAK STREET
KISSIMMEE, FLORIDA 34744
(407) 847-7466
FAX (407) 847-6641
Independent Auditors Report
------------------------------
Board of Directors and Stockholders
Semper Resources Corporation
We have audited the accompanying consolidated balance sheets of Semper Resources
Corporation (a development stage company) and its subsidiary as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended and for the
cumulative period from January 1, 1992 through December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The financial statements of Semper
Resources Corporation as of December 31, 1994 were audited by other auditors
whose report dated April 5, 1995 expressed an unqualified opinion including an
explanatory paragraph stating a concern about the Company continuing as a going
concern. The financial statements of Semper Resources Corporation as of December
31, 1993 and 1992 were audited by other auditors whose report dated October 16,
1994 expressed an unqualified opinion including an explanatory paragraph stating
a concern about the Company continuing as a going concern.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Semper Resources
Corporation and its subsidiary as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years then ended and for the
cumulative period from January 1, 1992 through December 31, 1999 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6, Note 7, and
Note 13 to the financial statements, the Company has suffered recurring losses
from operations and has been unable to meet its obligations which raises
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.
April 18, 2000
Kissimmee, Florida
F-1
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1999 and 1998
Assets
---------
1999 1998
------ ------
Current assets
Cash $ 1,386 $ 1,380
Property and equipment, net 0 0
Other assets
Advances to joint venture partners 0 0
Deposits 0 0
Joint venture timber concessions 7,098,948 7,098,948
Goodwill, net 78,998 86,405
Marketing contract 0 1,350
---------- -----------
Total other assets 7,177,946 7,185,353
========== ===========
$ 7,179,332 $7,186,733
========== ===========
The accompanying notes are an integral part
of these financial statements
F-2
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1999 and 1998
Liabilities and Stockholders' Equity
1999 1998
------ ------
Current liabilities
Accounts payable $ 127,109 $ 102,657
Accrued expenses 148,078 133,105
Advances from related parties 14,343 14,323
Notes payable 50,000 50,000
Notes payable due related parties 50,000 50,000
---------- -----------
Total current liabilities 389,530 350,085
Stockholders' equity
Series A 12% convertible preferred
stock, $.001 per value, 15,000
shares authorized, 70 shares and
130 shares issued and outstanding
at December 31, 1999 and 1998
respectively 70,000 70,000
Common stock, $.001 par value,
100,000,000 shares authorized,
25,497,965 and 25,407,965
issued and outstanding at
December 31,1999 and 1998,
respectively 25,498 25,498
Additional paid in capital 10,557,385 10,557,385
Accumulated deficit (2,471,991) (2,471,991)
Deficit accumulated during the
development stage (1,391,090) (1,344,244)
---------- -----------
Stockholders' equity 6,789,802 6,836,848
---------- -----------
$ 7,179,332 $ 7,186,733
========== ===========
The accompanying notes are an integral part
of these financial statements
F-3
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Statement of Operations
Years ended December 31, 1999 and 1998 and
the period January 1, 1992 through December 31, 1999
Cumulative from
Jan. 1, 1992
through
1999 1998 Dec. 31, 1999
------ ------ -----------------
Revenues
Sales $ 0 $ 0 $ 6,264
Expenses
General and administrative 23,017 20,251 1,093,811
Forfeited acquisition costs 0 0 130,000
Amortization 7,407 7,407 32,097
Depreciation 0 0 3,501
--------- --------- ------------
Total expenses 30,424 27,658 1,259,409
--------- --------- ------------
Losss from operations (30,424) (27,658) (1,253,145)
Other income (expense)
Interest income 0 0 14,320
Interest expense (16,422) (15,616) (111,659)
Gain (loss) on sale of asset 0 0 (3,613)
Other income 0 0 41,728
Loss from discontinued operations 0 (87,996) (87,996)
--------- --------- ------------
Total other income (expense) (16,422) (103,612) (147,220)
--------- --------- ------------
Loss from operations before income
taxes and extraordinary items (46,846) (131,270) (1,400,365)
Current income tax 0 0 0
Deferred income tax 0 0 0
--------- --------- ------------
Loss from operations before
extraordinary items (46,846) (131,270) (1,400,365)
Extraordinary items
Gain on discharge of debt
obligations (no tax effect) 0 0 9,275
--------- --------- ------------
Net loss $ (46,846) $ (131,270) $(1,391,090)
========= ========= ============
Loss per share
Loss before extraordinary item $ (.00) $ (.01) $ (.17)
Extraordinary items 0 0 0
--------- --------- ------------
Net loss $ (.00) $ (.01) $ (.17)
========= ========= ============
The accompanying notes are an integral part
of these financial statements
F-4
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
January 1, 1992 through December 31, 1999
<TABLE>
Series A
Preferred Stock Common Stock Paid-in Accumulated Treasury
Shares Amount Shares Amount Capital Deficit Stock
------- -------- -------- -------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1992 0 0 1,094,279 $ 54,713 $ 2,810,977 $(2,471,991) $(100,000)
Stock issued to an officer
and director for cash,
March, 1992, at $.0625
per share 0 0 300,000 15,000 3,750 0 0
Shares of treasury stock
issued pursuant to loan
agreement 0 0 0 0 (100,000) 0 100,000
Stock issued in connection
with proposed acquisition,
April, 1992 0 0 1,364,000 68,200 (68,200) 0 0
Cancellation of stock issued
in connection with unsuccessful
proposed acquisition, October,
1992 0 0 1,364,000 (68,200) 68,200 0 0
Net loss for the year ended
Dec. 31, 1992 0 0 0 0 0 (251,989) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1992 0 0 1,394,279 69,713 2,714,727 (2,723,980) 0
Stock issued to an officer
and director for services
rendered, June 18, 1993
at $.125 per share 0 0 600,000 30,000 45,000 0 0
Net loss for the year ended
Dec. 31, 1993 0 0 0 0 0 (169,430) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1993 0 0 1,994,279 99,713 2,759,727 (2,893,410) 0
Stock issued to a corporation
owned by the Company's president
for payment of amounts payable,
Feb. 7, 1994, at $.0533 per share 0 0 300,000 15,000 1,000 0 0
Stock issued to an officer and
director for payment of cash
advances in the amount of
$19,000 and for services
rendered in the amount of
$10,000, September 1, 1994,
at $.05 per share 0 0 580,000 29,000 0 0 0
Net loss for the year ended
Dec. 31, 1994 0 0 0 0 0 (22,926) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1994 0 0 2,874,279 143,713 2,760,727 (2,916,336) 0
</TABLE>
(Continued)
The accompanying notes are an integral part
of these financial statements
F-5
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
January 1, 1992 through December 31, 1999
<TABLE>
Series A
Preferred Stock Common Stock Paid-in Accumulated Treasury
Shares Amount Shares Amount Capital Deficit Stock
-------- -------- -------- -------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Stock issued to an officer
for payment of cash advances
in the amount of $4,850 March
30, 1995, at $.075 per share 0 0 65,000 3,250 1,600 0 0
Stock issued to officer for
payment of cash advances in
the amount of $22,000 June 30,
1995, at $.05 per share 0 0 440,000 22,000 0 0 0
One for twenty reverse stock
split and change in par
value to $.005 0 0 (3,210,315) (168,118) 168,118 0 0
Stock issued to acquire a
subsidiary on September 7,
1995 at $.005 per share 0 0 22,219,000 111,095 0 0 0
Stock issued to acquire joint
venture timber concessions
on October 10, 1995, at
$5.258 per share 0 0 1,350,000 6,750 7,092,198 0 0
Net loss for year ended
Dec. 31, 1995 0 0 0 0 0 (105,042) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1995 0 0 23,737,964 $ 18,690 $10,022,643 $(3,021,378) $ 0
Change in par value
to $.001 on May 17, 1996 0 0 0 (94,952) 94,952 0 0
Sale of preferred stock on
May 30, 1996, at $1,000
per share 200 200,000 0 0 0 0 0
Stock issued to acquire
a marketing contract
on May 31, 1996, at
$.001 per share 0 0 1,350,000 1,350 0 0 0
Sale of preferred stock
on June 15, 1996, at
$1,000 per share 30 30,000 0 0 0 0 0
Sale of common stock on
July 16, 1996, at
$1.50 per share 0 0 10,000 10 14,990 0 0
Conversion of preferred
stock on August 12, 1996 (100) (100,000) 66,667 66 99,934 0 0
Sale of common stock on
September 1, 1996 at
$3.00 per share 0 0 41,667 42 124,958 0 0
Sale of common stock on
September 15,1996, at
$1.50 per share 0 0 10,000 10 14,990 0 0
Sale of common stock on
September 30,1996, at
$3.00 per share 0 0 41,667 42 124,958 0 0
Net loss for year ended
December 31,1996 0 0 0 0 0 (406,818) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1996 130 130,000 25,257,965 25,258 10,497,425 (3,428,196) 0
Stock issued for services
in September, 1997 0 0 150,000 150 0 0 0
Net loss for year ended
December 31, 1997 0 0 0 0 0 (256,769) 0
------ ------ ----------- -------- ---------- ----------- --------
Balance at December 31, 1997 130 130,000 25,407,965 25,408 10,497,425 (3,684,965) 0
Conversion of preferred
stock in January, 1998 (60) (60,000) 40,000 40 59,960 0 0
Stock issued for services
in September, 1998 0 0 50,000 50 0 0 0
Net loss for year ended
December 31, 1998 0 0 0 0 0 (131,270) 0
------ ------ ----------- -------- ---------- ----------- --------
Balances at December 31, 1998 70 70,000 25,497,965 25,498 10,557,385 (3,816,235) 0
Net loss for year ended
December 31, 1999 0 0 0 0 0 (46,846) 0
------ ------ ----------- -------- ---------- ----------- --------
Balances December 31, 1999 70 $ 70,000 25,497,965 $25,498 $10,557,385 $(3,863,081) $ 0
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-6
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1999 and 1998 and
the period January 1, 1992 through December 31, 1999
Cumulative from
Jan. 1, 1992
through
1999 1998 Dec. 31, 1999
------ ------ ---------------
Cash flows from operating
activities
Net loss $ (46,846) $(131,270) $ (1,391,090)
Adjustments to reconcile
net loss to net cash used
by operating activities
Depreciation and amortization 7,407 7,407 35,598
Recognition of deferred
income 0 0 (100,000)
Assumption of assets and
liabilities by President
of Company 0 0 55,949
Issuance of stock in payment
of accrued liabilities and
cash advances 0 50 112,050
Decrease in accounts, other
and notes receivable 0 0 150,000
Decrease in other assets 0 87,996 406,161
Increase (decrease) in
accounts payable and
related party advances 24,472 18,522 (10,666)
Increase (decrease) in
accrued expenses 14,973 15,079 148,078
-------- --------- ---------
Net cash used by operating
activities 6 (2,216) (593,926)
(Continued)
The accompanying notes are an integral part
of these financial statements
F-7
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1999 and 1998 and
the period January 1, 1992 through December 31, 1999
(Continued)
Cumulative from
Jan. 1, 1992
through
1999 1998 Dec. 31, 1999
------ ------ ---------------
Cash flows from investing activities
Proceeds from sale of property
and equipment 0 0 1,052
Proceeds from sale of
marketable securities 0 0 626
Payments for marketable
securities 0 0 (391)
Advances made 0 0 (109,995)
Deposits made 0 0 (57,316)
-------- ------- -----------
Net cash provided by
investing activities 0 0 (166,024)
Cash flows from financing activities
Proceeds from notes payable 0 0 200,077
Proceeds from preferred stock
issuance 0 0 230,000
Proceeds from common stock
Issuance 0 0 298,750
Payments on notes payable, long-
term debt, and capital lease
obligations 0 0 (106,077)
-------- ------- -----------
Net cash provided by financing
activities 0 0 627,750
-------- ------- -----------
Increase (decrease) in cash 6 (2,216) (132,194)
Cash at beginning of year 1,380 3,596 133,580
-------- ------- -----------
Cash at end of year $1,386 $ 1,380 $ 1,386
======== ======= ===========
Supplemental disclosure of cash
flow information
Cash paid during the year for
Interest $ 0 $ 0 $ 35,815
Income taxes $ 0 $ 0 $ 0
The accompanying notes are an integral part
of these financial statements
F-8
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
1. Summary of Significant Accounting Policies
Organization and consolidation
------------------------------
The financial statements presented are those of Semper Resources
Corporation (the Company) and Resources of the Pacific, Inc. (Resources),
its wholly owned subsidiary.
The Company acquired Resources on September 7, 1996 in an exchange of
common stock. Prior to and in conjunction with the acquisition, the Company
had a 1 for 20 reverse stock split. The financial statements reflect the
effects of this transaction.
The Company was organized under the laws of the State of Nevada as 10
Minute Pit Stop USA, Inc. in April, 1987. On April 30, 1987, the Company
merged with Value Funding Corporation, a public corporation, and the
Company was designated as the surviving corporation. Value Funding
Corporation also owned a subsidiary, 6 Minute Pit Stop USA, Inc. The name
of the Company was changed in April 1990 to Pit Stop Auto Centers, Inc., in
September 1995 to Resources of the Pacific Corporation, then in May 1996 to
Semper Resources Corporation. The Company's subsidiary, 6 Minute Pit Stop
USA, Inc., filed for Chapter 7 bankruptcy in 1988. The Company acquired a
controlling interest in Grease N' Go International, Inc., during 1987.
During 1991, the Company disposed of its entire interest in Grease N' Go
International, Inc. The Company is currently considered a development stage
company as defined in SFAS No. 7. The Company reentered the development
stage during 1992 after disposing of all its operations during 1991 (see
Note 10). The Company currently has no operations, and intends to sell or
otherwise dispose of the joint venture timber concessions it acquired in
1995 (see Note 13).
Property and equipment
----------------------
Property and equipment are recorded at cost which is depreciated over the
estimated useful lives of the related assets. Depreciation is computed
using the straight-line method for financial reporting purposes, with
accelerated methods used for income tax purposes. The estimated useful
lives of property and equipment for purposes of financial reporting is 3 to
5 years.
Intangible assets
-----------------
Goodwill consists of the excess paid by the Company over the fair market
value of the net assets acquired from Resources and is being amortized
using the straight-line method over a 15 year period.
F-9
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
1. Summary of Significant Accounting Policies (Continued)
Loss per share
--------------
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding during the period presented giving
retroactive effect to the 1 for 20 reverse stock split. Common stock
equivalents were not included in the earnings per share computation as
their effect was antidilutive.
Statement of cash flows
-----------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt investments purchased with a maturity of three months or
less to be cash equivalents.
Income taxes
------------
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and related notes to financial statements. Changes in such
estimates may affect amounts reported in future periods.
2. Acquisition
-----------
On September 7, 1996, the Company acquired all of the outstanding common
stock of Resources of the Pacific, Inc. in exchange for 22,219,000 shares
of the Company's common stock. The acquisition has been accounted for using
the purchase method and accordingly, the accompanying consolidated
financial statements reflect this transaction at the date of acquisition.
3. Property and Equipment
----------------------
At December 31, 1999 and 1998 property and equipment consisted entirely of
office equipment at a cost of $2,000. Accumulated depreciation was $2,000
at December 31, 1999 and 1998. Depreciation expense for the years ended
December 31, 1999 and 1998 was recorded in the amount of $-0- and $-0-
respectively.
F-10
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
4. Income Taxes
------------
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" which requires
the liability approach for the effect of income taxes.
The Company has available at December 31, 1999 unused net operating loss
carryforwards of approximately $3,600,000 which may be applied against
future taxable income and which expire in various years beginning in 2005
through 2014. If certain substantial changes in the Company's ownership
should occur, there could be an annual limitation on the amount of net
operating loss carryforward which can be utilized. The amount of and
ultimate realization of the benefits from the net operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax
laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards the
Company has established a valuation allowance equal to the tax benefit of
the loss carryforwards. The change in the valuation allowance is equal to
the tax benefit of the current period's net loss.
5. Related Party Transactions
--------------------------
At December 31, 1999 and 1998 the Company owed $14,343 and $14,323 for
advances from related parties.
The Company made various issuances of common stock to related parties from
1992 to 1996 (see Note 8).
The Company entered into a financing agreement with International Bell,
Inc. (Bell), a stockholder, on September 7, 1995. At December 31, 1999 and
1998 the unpaid balances were $50,000 and $50,000, respectively.
On January 14, 1992, $200,000 was loaned to the Company from an investment
group comprised of an independent investment firm, the wife of the
president of the Company, and the Company's legal counsel. The loan was
repaid on May 21, 1992 with $145,188, $67,471 and $10,354 being paid to the
investment firm, the wife of the president of the Company and the Company's
legal counsel, respectively. As part of the loan agreement, the Company
issued its
F-11
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
5. Related Party Transactions (Continued)
--------------------------
treasury stock to the investment group with 16,250 shares being issued to
the investment firm, 7,500 shares issued to the wife of the president of
the Company, and 1,250 shares issued to the Company's legal counsel.
In February of 1990 the Company entered into an employment agreement with
its President covering a five year period. On June 18, 1993, in a
transaction approved by the Board of Directors, the Company and its
President canceled the employment agreement and transferred title of the
real property and certificate of deposit owned by the Company to the
president of the Company. In addition to the real property and certificate
of deposit, the president assumed the existing mortgage on the real
property and all other liabilities attached to the real property. As of the
date of these financial statements, the Company has no continuing liability
with respect to the transferred assets and related liabilities or with
respect to the employment agreement.
6. Going Concern
-------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
the Company as a going concern. However, the Company has incurred
significant losses of $29,844 and $131,270 for the years ended December 31,
1999 and 1998 and has not yet established profitable operations. This
raises substantial doubt about the ability of the Company to continue as a
going concern.
7. Notes Payable
-------------
1999 1998
------ ------
Note payable to International Bell,
Inc., a stockholder, bearing interest
at twelve percent, payable on demand $50,000 $50,000
======= =======
Notes payable, unsecured, bearing
interest at twelve percent, due and
payable March 19, 1998. These notes
were not paid when due and according
to the terms of the note, the interest
rate rose to eighteen percent. The note
holders have demanded payment, but the
Company has been unable to comply. $50,000 $50,000
======= =======
F-12
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
8. Capital Stock
-------------
On May 17, 1996, the Company filed amended and restated Articles of
Incorporation increasing the authorized common shares from 25,000,000 to
100,000,000, changing the common stock par value from $.005 to $.001 per
share and authorizing 100,000 shares of preferred stock with a par value of
$.001 per share. The financial statements reflect the change in the common
stock par value.
On May 17, 1996, the Company also designated 15,000 shares of Preferred
Stock, par value $.001 per share, as Series A 12% Convertible Preferred
Stock. Holders of Series A stock are entitled to a dividend of $120 per
share per year, payable semi-annually in cash or in stock (at $1.50 per
share), at the Company's option, on November 15 and May 15 of each year.
Series A stock has a liquidation preference equal to $1,000 per share, are
non-voting shares, and are subject to redemption, at the option of the
Company, at any time after December 31,1998 at $1,000 per share plus any
accrued dividends. Holders of Series A stock have the option to convert
each share held into 667 shares of common stock on or before January 31,
1998. At December 31, 1999 and 1998 dividends in arrears were $44,588 and
$36,188 respectively.
Public offering
---------------
On July 31, 1990, the Company successfully completed a public offering of
400,000 units for $10 per unit. Each unit consisted of two shares of common
stock and one common stock purchase warrant, which when exercised, will
entitle the holder to purchase one share of the Company's common stock for
$7.50 per share. Commencing March 31, 1991, the exercise price of the
warrants was reduced to $3.50 per share. The warrants may be exercised at
any time from July 31, 1991 through July 31, 1997. No stock warrants were
exercised.
Related party stock transactions
--------------------------------
In January 1997, the Board of Directors awarded the Company's President
warrants to purchase 50,000 shares of common stock at an exercise price of
$2.00 per share. The warrants may be exercised at any time over a five year
period.
On March 30, 1995, the Company issued 65,000 shares of its common stock
valued at $.075 per share to the Company's President for payment of
advances in the amount of $4,850. On June 30, 1995, the Company issued
440,000 shares of its common stock valued at $.05 per share, to the
Company's President for payment of advances in the amount of $22,000. These
transactions occurred prior to the 1 for 20 reverse stock split.
F-13
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
Related party stock transactions (continued)
--------------------------------
On February 7, 1994, the Company issued to a corporation owned by the
Company's President 300,000 shares of common stock valued at $.0533 per
share, for payment of advances in the amount of $4,000, and for consulting
services rendered valued at $12,000. On September 1, 1994, the Company
issued 580,000 shares of common stock valued at $.05 per share to an
officer and director for payment of advances in the amount of $19,000 and
for consulting services rendered valued at $10,000.
On June 18, 1993, the Company issued to an officer and director 600,000
shares of common stock valued at $.125 per share for services rendered
valued at $75,000.
In March, 1992, the Company issued to an officer and director 300,000
shares of common stock valued at $.0625 per share for $18,750 cash.
9. Non-cash investing and financing activities
-------------------------------------------
For the year ended December 31, 1999:
There were no non-cash investing or financing activities.
For the year ended December 31, 1998:
The Company issued 50,000 shares of its common stock valued at $.001 per
share in payment for certain consulting services.
The Company issued 40,000 shares of its common stock valued at $1.50 per
share in a conversion of 60 shares of Series A 12% convertible preferred
stock.
10. Development Stage Activity
--------------------------
The Company was previously involved in the operation of car service
centers. In December of 1991 all remaining property, inventories and other
assets used in the operations of the service centers were sold. During
1992, the Company reentered the development stage because it no longer had
any planned principal operations. The sole business activity of the Company
has been to acquire financing to develop the timber concessions it acquired
in 1995.
F-15
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
11. Commitments and Contingencies
-----------------------------
In 1996 the Company sold 83,334 restricted shares of common stock for
$250,000 to an individual investor in a private placement. As part of the
agreement, the Company promised to have the shares registered within six
months of the date of the investment.
The Company was unable to register the securities and consequently in 1999
the investor threatened legal action to require the Company to either
register the stock or to repay the investor his investment plus interest
and costs for a total of $330,000.
A settlement agreement was entered into between the Company, the investor,
and the Company's majority shareholders which did not result in any
liability or additional obligation to the Company. However, the Company was
again unable to register or redeem the stock and the settlement agreement
was voided.
Although the investor received the agreed upon compensation from the
Company's majority shareholders, he subsequently filed suit against the
Company because of its failure to register or redeem his stock.
The Company and its majority shareholders are presently negotiating with
the investor and expect to resolve the matter amicably with no further
liability on the part of the Company.
A claim against the Company was settled on March 8, 1993. The dispute
involved a claim by B & K Fleet Supply, Inc. for unpaid materials and
supplies delivered to the Company. The Company did not oppose their claim
and an arbitration award of approximately $10,000 with costs and attorney
fees included was granted. The $10,000 judgment has been accrued and is
included in accounts payable. As of December 31, 1999, the amount owed had
not been paid.
The Company is not currently aware of any material pending or threatened
litigation which is likely to have a material adverse effect upon the
Company. However, the possibility exists that creditors and others seeking
relief from the Company's former subsidiary and former operations may also
include the Company in claims and suits pursuant to the parent/subsidiary
relationship which previously existed. Management believes it would be
successful in defending against such claims and that no material negative
impact on the financial condition of the Company would occur. Management is
also not aware of any pending or threatened claims against the Company for
environmental clean-up or environmental related contingencies and believes
there are no material liabilities that are required to be accrued or
disclosed in connection with the clean-up of environmental hazards related
to the Company's prior operations.
12. Stock Option Plan
-----------------
The Company has a stock option plan. Under the plan, non-qualified stock
options may be granted to key employees, directors and executive officers
designated by the Board of Directors (or a committee appointed by the
Board), at exercise prices equal to at least 100% of the fair market value
of the common stock on the date of grant. In addition to selecting the
optionees, the Board (or such committee) determines the number of shares
subject to each option and otherwise administers the Plan. There is a total
of 105,000 shares reserved for this stock option plan. At December 31,
1999, 55,000 shares remained available to be granted.
F-16
<PAGE>
Semper Resources Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
13. Joint Venture Timber Concessions
--------------------------------
On October 7, 1995, the Company acquired from Resources of the Pacific LTD.
all of its rights, title and interest in certain joint venture timber
concessions for the development of timber located in Fiji. The Company
issued 1,350,000 shares of its common stock valued at $5.258 per share. The
Company is entitled to sixty (60) percent of any profits from the
operations of these joint ventures.
The Company has not begun operation of these joint ventures and has no
plans to do so. It has not fulfilled certain requirements of the agreement
and intends to sell or otherwise dispose of the concessions.
14. Advances to Joint Venture Partners/Discontinued Operations
----------------------------------------------------------
During 1996, the Company made advances to its joint venture partners to
cover certain expenses in the amount of $109,995. Some of these advances
were for 1997 operating expenses and were expensed in 1997. The remaining
advances of $79,330 were written off in 1998 and classified as loss from
discontinued operations since the Company has decided not to develop its
joint venture timber concessions.
15. Acquisition/Rescission
----------------------
In April, 1992, the Company entered into an acquisition agreement wherein
the Company issued 1,364,000 shares of common stock to acquire all of the
issued and outstanding shares of Mountain View Benefits, Inc., making it a
wholly owned subsidiary of the Company. In October, 1992, both companies
agreed to terminate and abandon the acquisition agreement because the terms
of the acquisition had not been completed.
F-17
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,386
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,179,332
<CURRENT-LIABILITIES> 389,530
<BONDS> 0
0
70,000
<COMMON> 25,498
<OTHER-SE> 6,694,304
<TOTAL-LIABILITY-AND-EQUITY> 7,179,332
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 30,424
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,422
<INCOME-PRETAX> (46,846)
<INCOME-TAX> 0
<INCOME-CONTINUING> (46,846)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,846)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
