SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Quarter ended September 30, 2000
Commission File Number 0-25416
BAOA, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0563989
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(State of Incorporation) (I.R.S. Employer ID No.)
555 Whitehall, Atlanta, Georgia 30381
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(Address of Principal Executive Offices) (Zip)
(404) 222-0760
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(Registrant's telephone, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.
As of September 30, 2000, the registrant had 90, 000,000 shares of common stock,
$.001 par value, issued and outstanding.
<PAGE>
ITEM 1 AUDITOR'S SUMMARY
BAOA, INC. AND SUBSIDIARIES
REVIEWED FINANCIAL STATEMENTS
FOR THE NINE
AND
THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
AND
SEPTEMBER 30, 1999
(UNAUDITED)
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<TABLE>
<CAPTION>
CONTENTS
<S> <C>
ACCOUNTANTS' REVIEW REPORT 1
FINANCIAL STATEMENTS
Consolidated balance sheets 2-3
Consolidated statements of operations 4-5
Consolidated statements of cash flows 6-7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 8-9
NOTES TO THE FINANCIAL STATEMENTS 10-12
</TABLE>
<PAGE>
KAHN BOYD LEVYCHIN, LLP
-----------------------
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
ACCOUNTANTS' REVIEW REPORT
Board of Directors and the Shareholders
BAOA, Inc.
Atlanta, Georgia
We have reviewed the accompanying consolidated balance sheets of BAOA, Inc. (a
California corporation) and its subsidiaries as of September 30, 2000 and 1999,
and the related consolidated statements of operations, and cash flows, for the
nine and the three months ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of BAOA, Inc. These consolidated financial
statements are prepared in accordance with the instructions for Form 10-QSB, as
issued by the U. S. Securities and Exchange Commission, and are the sole
responsibility of the Company's management.
A review consists of inquiries of Company personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to
the financial statements, the Company has suffered recurring losses from
operations, and is dependent upon shareholders to provide sufficient working
capital to maintain continuity. These circumstances create substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
KAHN BOYD LEVYCHIN
Kahn Boyd Levychin,
Certified Public Accountants
November 7, 2000
67 Wall Street, 5th Floor New York, NY 10005 (212) 843-4100
1
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<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
================================================================================
2000 1999
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ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,596 99
Accounts receivable 5,148
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TOTAL CURRENT ASSETS 6,744 99
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FIXED ASSETS
Equipment 67,708
Furniture and fixtures 14,820 51,781
Leasehold improvements 11,150
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93,678 51,781
Less: accumulated depreciation 48,823 44,588
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NET FIXED ASSETS 44,855 7,193
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OTHER ASSETS
Investments 108,544
Deposits 12,960
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TOTAL OTHER ASSETS 121,504
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TOTAL ASSETS $ 51,599 $128,796
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</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies.
2
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<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
======================================================================================
2000 1999
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Cash overdraft $ 30,598 $
Accounts and accrued expenses payable 679,035 232,495
Income taxes payable 4,363 4,363
Notes payable, shareholders and related parties (Note 1) 200,800 140,500
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TOTAL CURRENT LIABILITIES 914,796 236,858
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TOTAL LIABILITIES 914,796 377,358
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SHAREHOLDERS' DEFICIT
Common stock (90,000,000 shares $.001 par value
authorized, 90,000,000 and 63,172,013 issued and
outstanding respectively) 90,000 63,172
Preferred stock (10,000,000 shares $.001 par value
authorized, 160,000 and 0 shares issued and
outstanding respectively) 160
Additional paid-in capital 8,184,775 4,873,210
Accumulated deficit (9,117,132) (5,184,944)
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(842,197) (248,562)
Stock subscription receivable (21,000)
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TOTAL SHAREHOLDERS' DEFICIT (863,197) (248,562)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 51,599 $ 128,796
======================================================================================
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies
3
<PAGE>
<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
======================================================================================
2000 1999
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<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Cash overdraft $ 30,598 $
Accounts and accrued expenses payable 679,035 232,495
Income taxes payable 4,363 4,363
Notes payable, shareholders and related parties (Note 1) 200,800 140,500
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TOTAL CURRENT LIABILITIES 914,796 236,858
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TOTAL LIABILITIES 914,796 377,358
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SHAREHOLDERS' DEFICIT
Common stock (90,000,000 shares $.001 par value
authorized, 90,000,000 and 63,172,013 issued and
outstanding respectively) 90,000 63,172
Preferred stock (10,000,000 shares $.001 par value
authorized, 160,000 and 0 shares issued and
outstanding respectively) 160
Additional paid-in capital 8,184,775 4,873,210
Accumulated deficit (9,117,132) (5,184,944)
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(842,197) (248,562)
Stock subscription receivable (21,000)
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TOTAL SHAREHOLDERS' DEFICIT (863,197) (248,562)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 51,599 $ 128,796
======================================================================================
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies.
4
<PAGE>
<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE
AND
THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
AND
SEPTEMBER 30, 1999
(UNAUDITED)
===========================================================================================
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Revenue $ 131,345 $ $ $71,780 $
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OPERATING EXPENSES
Sales and marketing 1,380,609 504,923 652,016 14,092
Compensation expense
related to common
stock sales at less
than fair market
value 566,667
General and
administrative 463,580 140,270 139,087 36,410
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TOTAL OPERATING
EXPENSES 2,410,856 645,193 791,103 50,502
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LOSS FROM OPERATIONS (2,279,511) (645,193) (719,323) (50,502)
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OTHER EXPENSE
Interest expense 8,846 362 744 121
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TOTAL OTHER EXPENSE 8,846 362 744 121
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LOSS BEFORE PROVISION
FOR INCOME TAXES (2,288,357) (645,555) (720,067) (50,623)
Provision for income
taxes (current) 800 800
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NET LOSS $ (2,289,157) $ (646,355) $ (1,569,090) $ (50,623)
===========================================================================================
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies.
5
<PAGE>
<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE
AND
THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
AND
SEPTEMBER 30, 1999
(UNAUDITED)
======================================================================================
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Loss per weighted
average shares of
common stock
outstanding $ (.03) $ (.01) $ (.02) $ (.01)
Weighted average
number of shares
of common stock
outstanding 85,651,747 53,903,435 85,723,946 53,391,082
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies.
6
<PAGE>
<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
AND
SEPTEMBER 30, 1999
(UNAUDITED)
=================================================================================
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,289,157) $(646,355)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation 2,844 4,158
Common stock issued for fees and services 587,000 479,750
Compensation expense related to common stock
sales at less than fair market value 566,667
Changes in operating assets and liabilities
Increase in accounts receivable (5,148)
Decrease (increase) in deposits and other assets 10,703 (10,703)
Increase in accounts and accrued expenses payable 492,496 56,403
Increase in income taxes payable 800
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NET CASH USED IN OPERATING ACTIVITIES (634,595) (115,947)
---------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (41,898) (2,255)
Proceeds from notes receivable 313,015
Increase in option to acquire real estate (2,380) (14,327)
---------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 268,737 (16,582)
---------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in cash overdraft 30,599 (672)
Net increase in notes payable 19,600 31,800
Proceeds from sale of common stock 312,500 101,500
---------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 362,699 132,628
---------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,159) 99
Cash and cash equivalents, beginning of year 4,755
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,596 $ 99
=================================================================================
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies. 6
7
<PAGE>
<TABLE>
<CAPTION>
BAOA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
AND
SEPTEMBER 30, 1999
(UNAUDITED)
=================================================================================
2000 1999
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<S> <C> <C>
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest expense $ 1,500 $
Income taxes $ 800 $ 800
Issuance of 900,000 shares of restricted, unregistered
common stock as repayment of outstanding debt to
related party $27,000
</TABLE>
See accountants' review report, the notes to the financial statements, and the
summary of significant accounting policies.
7
8
<PAGE>
BAOA, INC. AND SUBSIDIARIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
BAOA, Inc. ("BAOA") was incorporated in the State of California in October of
1983. BAOA remained dormant until 1993. From 1993 to 1997, BAOA was engaged in
the development, sale, and marketing of an educational and entertainment board
game, the marketing of an affinity credit card, the licensing of a trademark
logo, "Black Americans of Achievement," and the development of a television game
show.
During 1997, BAOA redirected its efforts to the operation of telemarketing call
centers located in federally designated empowerment zones throughout the United
States. In 2000, BAOA refined its business plan to include worldwide call
center business locations. BAOA opened, and has derived revenue from, its
initial call center domiciled in Montego Bay, Jamaica during the second quarter
of 2000.
In anticipation of opening call centers in Atlanta and New York, BAOA
incorporated two wholly owned subsidiaries: Call Atlanta, Inc., which was
incorporated in January 1998 in the State of Georgia to operate the Company's
telemarketing call center operations located in the Atlanta, Georgia designated
empowerment zone, and Call Harlem, Inc., which was incorporated in September
1998 in the State of Delaware to operate BAOA's telemarketing call center
operations located in the New York City designated empowerment zone. Both of
these entities are currently inactive.
The accompanying financial statements present the consolidated financial
condition, operations, and cash flows of BAOA, and its wholly owned subsidiaries
Call Atlanta, Inc. and Call Harlem, Inc. All significant intercompany
transactions have been eliminated in consolidation. The consolidated entities
are collectively referred to as the "Company."
Accounting basis
The Company uses the accrual basis of accounting for financial statement
reporting. Accordingly revenues are recognized when services are rendered and
expenses realized when the obligation is incurred.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. Cash equivalents are
carried at cost, which approximates market value.
See accountants' review report and the accompanying notes to the financial
statements.
9
<PAGE>
BAOA, INC. AND SUBSIDIARIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fixed assets
Fixed assets are stated at cost. Depreciation is computed using the straight
line method over the following estimated useful lives:
Estimated
Description useful life
--------------------------------------------------------
Office equipment and furniture and fixtures 5 years
Capital improvements 7 years
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates.
Reclassifications
The financial statement presentation for 1999 has been changed to conform to the
presentation in 2000.
Income taxes
The Company accounts for income taxes using the asset and liability method as
required by Statement of Financial Accounting Standards No. 109, under which
deferred tax assets and liabilities are determined based upon the differences
between financial statement carrying amounts and the tax bases of existing
assets and liabilities. Deferred taxes also are recognized for operating losses
that are available to offset future taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.
See accountants' review report and the accompanying notes to the financial
statements.
10
<PAGE>
BAOA, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
================================================================================
NOTE 1 - NOTES PAYABLE, SHAREHOLDERS AND RELATED PARTIES
Notes payable, shareholders and related parties are broken down as follows:
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
5% interest note payable on demand; no monthly payments of
principal and interest are required $ 63,250 $ 30,150
Non-interest note payable on demand; no monthly payments of
principal are required 60,000 60,000
5% interest note payable on demand; no monthly payments of
principal and interest are required 39,050 12,350
11% note payable on demand; no monthly payments of
principal and interest are required 20,000
30% interest note payable on demand; no monthly payments of
principal and interest are required 12,500 25,000
8% note payable on demand; no monthly payments of principal
and interest are required 6,000 13,000
--------------------------------------------------------------------------------
$200,800 $140,500
================================================================================
</TABLE>
NOTE 2 - INCOME TAXES
Temporary differences between the recognition of certain expense items for
income tax purposes and financial reporting purposes are as follows:
2000 1999
--------------------------------------------------------------------------------
Net operating loss to be carried forward $2,279,285 $1,296,235
Less: valuation allowance 2,279,285 1,296,235
NET DEFERRED TAX ASSET $ $
================================================================================
It is believed that the Company will not ever benefit from the deferred tax
asset.
See accountants' review report, and the summary of significant accounting
policies.
11
<PAGE>
BAOA, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
================================================================================
NOTE 2 - INCOME TAXES (CONTINUED)
The Company incurred no federal income tax expense for the periods ended
September 30, 2000 and 1999, and utilized no tax carryforward losses. The
Company incurred $800 and $800 respectively of state income tax expense for the
periods ended September 30, 2000 and 1999. The Company has a net operating loss
carryover of $5,184,944 to offset future income tax.
NOTE 3 - OPERATING FACILITIES
The Company maintains its offices in facilities located in downtown Atlanta,
Georgia. The Company is not being charged rent for use of the facilities.
NOTE 4 - YEAR 2000 (Y2K) COMPLIANCE
The company has taken steps to ensure year 2000 compliance for all significant
computer operations by replacing hardware and re-writing software as necessary.
NOTE 5 - CONCENTRATIONS OF CREDIT RISK
100% of the Company's revenue is derived from a call center that it operates
that is domiciled in Montego Bay, Jamaica.
NOTE 6 - SUBSEQUENT EVENT
In October 2000, the Company's board of directors and shareholders adopted and
approved the following amendments to the Company's articles of incorporation:
1. The total number of shares of common stock that the Company is authorized to
issue is 90,000,000 shares after the reverse stock split.
2. A 20:1 reverse stock split, pursuant to which every share of the Company's
common stock was changed into one-twentieth (1/20th) of a common
share.
3. The name of the Company was changed to Call Solutions, Inc.
NOTE 7 - GOING CONCERN
These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
of time.
See accountants' review report, and the summary of significant accounting
policies.
12
<PAGE>
BAOA, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
================================================================================
NOTE 7 - GOING CONCERN (CONTINUED)
As shown in the accompanying financial statements, the Company incurred a net
loss of $2,289,157 for the nine months ended September 30, 2000, and as of that
date had incurred cumulative losses since inception of $9,117,132.
The Company's existence in the current and prior periods has been dependent upon
advances from related parties and other individuals, and the sale of equity
securities.
The ability of the Company to continue as a going concern is dependent on
increasing revenue and obtaining additional capital and financing.
During the second quarter of 2000, the Company opened, and derived revenue from,
its initial call center domiciled in Montego Bay, Jamaica. The Company
anticipates opening additional call centers in Atlanta, Georgia, and New York in
2001. Additionally, the Company's management believes that its ongoing efforts
to raise additional capital through the sale of equity securities and debt
instruments will provide additional cash flows. However, there is no assurance
that the Company will be able to obtain additional funding.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
See accountants' review report, and the summary of significant accounting
policies.
13
<PAGE>
ITEM 2: Management's Plan of Operation.
As of September 30,2000 the Company had $1,596 cash on hand and in the bank.
The primary sources of cash and financing for the Company for the nine months
then ended was $131,345 from call center telemarketing revenues, $313,015
proceeds from loans, and $312,500 from sales of common and preferred stock. The
primary uses of cash during that period were $714,178 to finance the Company's
operations, $2,380 for investments, and $41,898 for fixed assets. The Company
currently maintains a positive cash balance through sales of common stock and
call center revenues.
The Company operates a call center business division under the operating name of
Call-Solutions, Inc. BAOA, Inc. currently maintains its first teleservices
center in Montego Bay, Jamaica.
BAOA, Inc. intends to open call centers throughout the world in locations that
provide positive business regulations and labor conditions that are encouraging
to labor intensive businesses. The Company intends to become a world leader in
"direct-to-consumer" distribution of goods and services by using its call center
operation. The Company's goal is to be the first choice of corporate business
customers who wish to out-source their company's teleservice needs.
Recent dynamic changes in the telecommunications industry have caused long
distance phone rates to drastically decrease over the past three years.
Consequently, due to changes in satellite technology and the use of private
networks, phone calls can be made off-shore into the United States in a
commercially efficient manner. This phenomenon has created an opportunity for
labor intensive businesses that incur extensive long distance telephone service
costs in their revenue generating process. The Company's primary business
strategy has shifted to take advantage of this phenomenon by using its
Call-Solutions, Inc. division to open call centers offshore in countries with
lower costs of living, lower labor rates, and large labor pools of educated,
English speaking populations. As training and continual retraining of call
center employees represent two of the most significant costs of call center
businesses, the Company believes the labor cost benefits available in these
off-shore markets will significantly increase its profitability on call center
projects.
In order to accelerate the Company's call center business focus, the Company has
formed strategic alliances with various call center operators and managers to
establish new Company owned call centers. The Company has a strategic alliance
with Jake Kresge & Associates to provide time-share appointment-setting projects
for some of the nation's largest time-share developers. Kresge & Associates
have over twenty-five years of success in the time-share marketing business.
The Company also has a strategic alliance with MKT Communications to provide
call center management and out-bound teleservice work to domestic call centers.
Through its alliances, the Company has obtained purchase orders worth more than
thirty-one million dollars for outsource teleservice work to be performed.
Management anticipates the Company's Jamaica call center may have gross revenue
in excess of five million dollars per year if the center is able to reach its
full capacity.
The Company is also secondarily focused on opening call centers in federally
designated Empowerment Zones throughout the United States. Empowerment Zones
businesses have access to economic benefits such as reduced interest rate loans,
investment tax credits, and energy credits. These benefits add significant
incentives that enhance potential profitability during the start-up and
developmental stages of new businesses.
14
<PAGE>
The Company has received a commitment letter for $3.5 million in debt financing
by the Atlanta Empowerment Zone for a call center project. The company plans to
open call centers in Atlanta, New York, and Los Angeles based upon commercial
feasibility. Call center projects substantially meet one of the primary
Empowerment Zone prerequisites of urban area job creation. Each of these
domestic call centers could potentially create up to 500 new teleservice jobs.
In October 2000, the Company's board of directors and shareholders adopted and
approved the following amendments to the Company's articles of incorporation:
1. The total number of shares of common stock that the Company is authorized to
issue is 90,000,000 shares after the reverse stock split.
2. A 20:1 reverse stock split, pursuant to which every share of the Company's
common stock was changed into one-twentieth (1/20th) of a common
share.
4. The name of the Company was changed to Call Solutions, Inc.
PART II OTHER INFORMATION
ITEM 1 Not applicable.
ITEMS 2-4: Not applicable
ITEM 5: Information required in lieu of Form 8-K: None
ITEM 6: Exhibits and Reports on 8-K:
a) Exhibit # 27.1: "Financial Data Schedule"
b) Reports filed on Form 8-K: Changes in Registrant's Certifying Accountant
SIGNATURES
-----------------
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized
BAOA, INC.
Date: November 14, 2000 /s/ Peter Van BruntPeter Van Brunt,
-----------------------
President, Principal Exec Officer, Director
15
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