Diversified Thermal Solutions (DVTS) Inactive
Filed: 23 May 05, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(MARK ONE)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the quarterly period ended March 31, 2005
OR
| o | 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:000-28047
DIVERSIFIED THERMAL SOLUTIONS, INC.
| Nevada | 94-3342064 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation) | Identification No.) |
4126 Delp Street, Memphis, Tennessee 38118
(Address of principal executive offices)
Registrant’s telephone number, including area code(901) 365-7650
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.
Yesþ Noo
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date.
| Common Stock, $0.0001 Par value | 18,664,238 shares | |
| (Class of Stock) | (Shares outstanding as of May 9, 2005) |
Transitional Small Business Disclosure Format (check one): Yeso Noþ
Diversified Thermal Solutions, Inc.
INDEX TO FORM 10-QSB
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Diversified Thermal Solutions, Inc.
Condensed Consolidated Balance Sheets
| March 31 | December 31 | |||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 181,294 | $ | – | ||||
| Receivables: | ||||||||
| Trade, net of reserve for doubtful accounts of $48,167 in 2005 | 1,233,959 | – | ||||||
| Related party | 17,412 | 27,116 | ||||||
| Total receivables | 1,251,371 | 27,116 | ||||||
| Inventories | 3,444,461 | 4,148 | ||||||
| Prepaid expenses | 97,161 | – | ||||||
| Total current assets | 4,974,287 | 31,264 | ||||||
| Property, plant and equipment: | ||||||||
| Land | 56,286 | – | ||||||
| Buildings | 506,575 | – | ||||||
| Machinery and equipment | 345,021 | 59,843 | ||||||
| 907,882 | 59,843 | |||||||
| Less accumulated depreciation | 28,581 | 11,969 | ||||||
| Net property, plant and equipment | 879,301 | 47,874 | ||||||
| Deferred acquisition costs | – | 100,568 | ||||||
| Total assets | $ | 5,853,588 | $ | 179,706 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
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Diversified Thermal Solutions, Inc.
Condensed Consolidated Balance Sheets
| March 31 | December 31 | |||||||
| 2005 | 2004 | |||||||
| (Unaudited) | ||||||||
Liabilities and shareholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Checks outstanding in excess of bank balance | $ | – | $ | 1,049 | ||||
| Accounts payable | 403,344 | 283,947 | ||||||
| Accrued expenses | 627,989 | – | ||||||
| Due to seller | 282,524 | – | ||||||
| Advances from shareholders | – | 80,984 | ||||||
| Current portion of long-term debt | 262,773 | – | ||||||
| Current portion of capital lease obligation | 24,253 | – | ||||||
| Total current liabilities | 1,600,883 | 365,980 | ||||||
| Advances from shareholders | 54,898 | – | ||||||
| Long-term debt, less current portion | 1,191,084 | – | ||||||
| Capital lease obligation, less current portion | 149,117 | – | ||||||
| Note payable to financial institution | 1,896,773 | – | ||||||
| Notes payable to related companies | 1,600,000 | 589,514 | ||||||
| Total liabilities | 6,492,755 | 955,494 | ||||||
| Shareholders’ deficit: | ||||||||
| Common stock, par value $0.0001: | ||||||||
| Authorized—100,000,000 shares Issued and outstanding—18,664,238 in 2005 and 17,467,571 shares in 2004 | 1,866 | 1,747 | ||||||
| Additional paid-in capital | 11,207,136 | 10,966,587 | ||||||
| Accumulated deficit | (11,848,169 | ) | (11,744,122 | ) | ||||
| Net shareholders’ deficit | (639,167 | ) | (775,788 | ) | ||||
| Total liabilities and shareholders’ deficit | $ | 5,853,588 | $ | 179,706 | ||||
| - | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
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Diversified Thermal Solutions, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
| Three months ended March 31 | ||||||||
| 2005 | 2004 | |||||||
| Revenues: | ||||||||
| Trade | $ | 1,754,668 | $ | 8,049 | ||||
| Related companies | 26,919 | 3,717 | ||||||
| Total revenues | 1,781,587 | 11,766 | ||||||
| Costs of goods sold | 1,586,971 | 11,843 | ||||||
| Gross profit (loss) | 194,616 | (77 | ) | |||||
| Operating expenses: | ||||||||
| Professional and consulting services | 45,982 | 24,538 | ||||||
| Marketing and advertising | 57,891 | 2,082 | ||||||
| Office and administrative | 147,831 | 14,247 | ||||||
| Total operating expenses | 251,704 | 40,867 | ||||||
| Operating loss | (57,088 | ) | (40,944 | ) | ||||
| Other income (expenses): | ||||||||
| Miscellaneous income | 5,899 | – | ||||||
| Interest expense | (52,858 | ) | – | |||||
| Net other expenses | (46,959 | ) | – | |||||
| Net loss | $ | (104,047 | ) | $ | (40,944 | ) | ||
| Net loss per share | $ | (0.01 | ) | $ | – | |||
See accompanying Notes to Condensed Consolidated Financial Statements.
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Diversified Thermal Solutions, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three months ended March 31 | ||||||||
| 2005 | 2004 | |||||||
Operating activities | ||||||||
| Net loss | $ | (104,047 | ) | $ | (40,944 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in ) operating activities: | ||||||||
| Depreciation | 16,612 | – | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | (217,223 | ) | 8,039 | |||||
| Unbilled revenue to related company | – | 926 | ||||||
| Inventories | 401,738 | – | ||||||
| Prepaid expenses | (97,161 | ) | – | |||||
| Deferred acquisition costs | 100,568 | – | ||||||
| Checks outstanding in excess of cash | (1,049 | ) | – | |||||
| Accounts payable and accrued expenses | 153,283 | (170,116 | ) | |||||
| Net cash provided by (used in) operating activities | 252,721 | (202,095 | ) | |||||
Investing activities | ||||||||
| Purchases of property, plant, and equipment | (43,896 | ) | – | |||||
| Acquisition of business, net of noncash transactions related to amount owed to seller and stock issued for acquisition | (4,392,561 | ) | – | |||||
| Net cash used in investing activities | (4,436,457 | ) | – | |||||
Financing activities | ||||||||
| Net borrowings on note payable | 1,896,773 | – | ||||||
| Proceeds from borrowings of long-term debt | 1,500,000 | – | ||||||
| Net borrowings from related parties | 1,010,486 | 198,203 | ||||||
| Advances from shareholders | 3,914 | – | ||||||
| Principal payments of long-term debt | (46,143 | ) | – | |||||
| Net cash provided by financing activities | 4,365,030 | 198,203 | ||||||
| Net increase (decrease) in cash | 181,294 | (3,892 | ) | |||||
| Cash at beginning of period | – | 4,168 | ||||||
| Cash at end of period | $ | 181,294 | $ | 276 | ||||
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Diversified Thermal Solutions, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
Supplemental disclosure of noncash activities
During January 2005, the Company issued 120,000 shares of stock valued at $30,000 to an outside consultant. This transaction was executed via a reduction in advances from shareholders.
Also, during January 2005, the Company completed the business acquisition discussed in Note 4. The acquisition resulted in the following noncash activities:
| Common stock issued for acquisition costs (Note 3) | 210,668 | |||
| Due to seller | 282,524 |
See accompanying Notes to Condensed Consolidated Financial Statements.
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Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2005
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Diversified Thermal Solutions, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.
The condensed consolidated financial statements include the accounts of Diversified Thermal Solutions, Inc. and its wholly-owned subsidiaries, DT Solutions, Inc. and Refractory & Industrial Supply Group, Inc (“RISG”). All inter-company balances and transactions have been eliminated.
The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United Sates of America for complete financial statements.
For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-KSB for the year ended December 31, 2004.
2. Related Party Transactions
The Company’s revenues from continuing operations for the three months ended March 31, 2004 were derived from two customers. One of these customers is a related company controlled by a family member of a major stockholder and Company board member (the “related company”). Two customers, including this related company, accounted for all of the Company’s accounts receivables at March 31, 2004.
Additionally, the Company has received advances from the related company and a shareholder in order to meet its current obligations. During January 2005, the Company had additional advances from the related company of $10,486, increasing the outstanding balance to $600,000. On January 31, 2005, the Company and the related company formalized the terms of their arrangement, increasing the annual interest rate to 7.37%. The Company will begin paying interest only on a quarterly basis beginning June 1, 2005 in the amount of $11,055. Beginning on June 1, 2010, the Company will make principal and interest payments on a quarterly basis in the amount of $22,948. This note matures on March 1, 2019, with any remaining principal and interest due in full on this date. As a result of the formalized terms, the advances from the related company have been classified as long-term at March 31, 2005 and December 31, 2004 in the accompanying condensed consolidated balance sheets.
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Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
3. Company Equity Matters
During January 2005 and in conjunction with the Company’s business acquisition discussed in Note 4, the Company issued 426,668 shares of stock valued at $106,668 to an outside consultant for services. This same consultant also purchased an additional 120,000 shares of stock from the Company for $30,000. The Company also issued 650,000 shares of restricted stock valued at $104,000 to a board member and stockholder for services related to the acquisition.
4. Business Acquisition and Related Financing
On January 31, 2005, RISG, a wholly-owned subsidiary of the Company, acquired substantially all of the refractory assets and assumed certain liabilities of Freeport Brick Company, Inc., Kittanning Brick Company, Free-MaDie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc. (the “Freeport Entities”) consisting principally of machinery, equipment, inventories, accounts receivable, certain contracts and leases, three manufacturing facilities, and intellectual property. The Freeport Entities are engaged in the business of manufacturing refractory products and tools and dies used in the refractory industry. Pursuant to the Asset Purchase Agreement (the “Agreement”) dated January 31, 2005 among the parties named above and the Company, RISG paid the Freeport Entities, collectively, $3,916,000 in cash and assumed liabilities of $767,473. Additionally, the Company has recorded a liability to the seller for $282,524 related to preliminary estimates of the final purchase price which is based on the final balance sheet at the acquisition date. This amount is still being negotiated between the Company and the Freeport Entities and should the amount change, the liability to the seller and purchase price allocation will be adjusted. The Company also incurred a total of $687,229 in acquisition costs. The purchase price to be allocated among the assets acquired totals $5,653,226.
The purchase price allocation has been prepared on a preliminary basis, and reasonable changes may be expected within one year of the purchase date for changes in estimates of fair value of assets acquired and liabilities assumed and the ultimate settlement amount paid to the seller. The following table summarizes the allocation of the preliminary purchase price to the assets acquired and the liabilities assumed using the purchase method in accordance with theStatement of Financial Accounting Standards No. 141, Business Combinations.
| Accounts receivable | $ | 1,007,032 | ||
| Inventories | 3,842,051 | |||
| Property, plant, and equipment | 804,143 | |||
| Assets acquired | 5,653,226 | |||
| Accounts payable | 594,103 | |||
| Capital lease obligations | 173,370 | |||
| Liabilities assumed | 767,473 | |||
| Net assets acquired | $ | 4,885,753 | ||
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Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
4. Business Acquisition and Related Financing (continued)
The following unaudited pro forma results of operations assume the Freeport Entities had been acquired at the beginning of each of the periods presented.
| Three Months Ended | ||||||||
| March 31 | ||||||||
| 2005 | 2004 | |||||||
| Net revenues | $ | 2,414,598 | $ | 2,596,957 | ||||
| Net loss | (232,391 | ) | (84,219 | ) | ||||
| Net loss per share | $ | (0.01 | ) | $ | – | |||
| Weighted average shares used in computing net loss per share | 17,667,016 | 20,242,571 | ||||||
The Company financed the above asset purchase with a revolving line of credit with a financial institution (the “Bank”) not to exceed $2,500,000, a term loan of $1,500,000 with the Bank and two promissory notes in the amounts of $250,000 and $750,000 with two related companies controlled by family members of a major stockholder and Company board member (the “related companies”). Each of these agreements was executed on January 31, 2005.
The Bank revolving line of credit allows the Company to borrow up to 70% of eligible accounts receivable and 40% of raw materials and finished goods inventories. As of March 31, 2005, the maximum amount available was $2,412,207. Interest on the line of credit is based on the Bank’s base rate, as defined, plus 2% (7.75% at March 31, 2005). The line of credit requires monthly payments of all outstanding interest. Any outstanding principal and interest is due February 1, 2010. As of March 31, 2005, borrowings against line of credit totaled $1,896,773, which was used in financing the asset purchase and related costs.
The Bank term loan bears interest at an annual rate of 7.15% and matures on February 1, 2010. This loan requires monthly principal and interest payments of $29,878. These payments began on March 1, 2005.
The above Bank loans are collateralized by substantially all of the Company’s assets, the related companies and two separate companies controlled by the majority stockholder’s family, along with an assignment of a life insurance policy on a Company stockholder. Both the line of credit and the term loan agreements include certain financial covenants and restrictions. All other debt of the Company is subordinate to that of the Bank, and prepayment of such subordinate debt is restricted as defined in the loan agreements.
Each of the promissory notes with the related companies bears interest at an annual rate of 7.37%. Payments of interest only will begin on June 1, 2005 and continue on a quarterly basis through May 31, 2010. Beginning on June 1, 2010, the Company will make principal and interest payments on a quarterly basis in the amount of $38,248. Both notes mature on March 1, 2019, with any remaining principal and interest due in full on this date.
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Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
4. Business Acquisition and Related Financing (continued)
Also, during January 2005, the Company agreed to guarantee the indebtedness from the Bank of the related companies. Upon default of the related companies, the Company would be obligated to pay any outstanding principal and accrued interest to the Bank on their behalf. In addition, if the related companies default on their loans from the Bank, the Company’s outstanding loans with the Bank will also be considered in default. At May 18, 2005 the debt guaranteed for the related companies was $2,480,188 under term loans and up to $5,500,000 under revolving line of credit terms. These term loans and revolving lines of credit expire February 1, 2010. These loans are also cross-collateralized by substantially all of the assets of the related companies and the Company.
5. Commitments and Contingencies
During January 2005, a financial institution involved in the financing of an earlier failed acquisition filed a lawsuit against the Company and its two majority stockholders seeking $206,737 for out of pocket expenses and bank fees related to this failed acquisition. The Company anticipates a settlement will be reached related to this lawsuit and has recorded a liability of $68,737 for the out of pocket expenses incurred by the financial institution. However, should the lawsuit go to trial, the Company could be liable for up to $206,737.
Also, during January 2005, the Company entered into an agreement to purchase five parcels of land in Pennsylvania for $100,000. This purchase in expected to take place in the third quarter of 2005.
6. Loss Per Share Data
Basic earnings/loss per share assumes no dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of common stock outstanding during each period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options or warrants, using the treasury stock method of computing such effects and contingent shares. As the Company has no outstanding stock options or warrants, there is no diluted loss per share.
The following table sets forth the computation of basic loss per share for the periods indicated:
| Three months ended | ||||||||
| March 31 | ||||||||
| 2005 | 2004 | |||||||
| Average shares outstanding | 17,667,016 | 20,242,571 | ||||||
| Net loss per share | $ | (0.01 | ) | $ | – | |||
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Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
7. Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s continuing cash requirements, among other things, may indicate the Company will be unable to continue as a going concern for a reasonable period of time. Management recognizes the Company must achieve profitable operations and generate additional funds in order to continue as a going concern. The Company anticipates the future operations and related financing of the asset acquisition discussed in Note 4 will provide the Company future positive cash flows necessary to continue as a going concern.
ITEM 2. Management’s Discussion and Analysis or Plan of Operation.
Caution regarding Forward-Looking Statements
The following information specifies certain forward-looking statements that are not historical facts. These statements represent our expectations or beliefs, including but not limited to, statements concerning future acquisitions, future operating results, statements concerning industry performance, capital expenditures, financings, as well as assumptions related to the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “should,” “continue” or similar terms, variations of those terms or the negative of those terms. Forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or view expressed herein. Our financial performance and the forward-looking statements contained in this report are further qualified by other risks including those set forth from time to time in documents filed by us with the SEC.
Introduction
This Quarterly Report on Form 10-QSB for the period ended March 31, 2005 should be read in conjunction with our unaudited financial statements included as part of this Form 10-QSB Report.
General
Our primary business purpose is to acquire businesses related to the manufacturing and distribution of materials used in the refractory industry. DT Solutions, Inc., one of our subsidiaries, currently has no operations.
Refractory & Industrial Supply Group, Inc., our other subsidiary, was formed to operate as a distributor of refractory supplies. All of our current operations are presently conducted through this subsidiary. On January 31, 2005, this subsidiary acquired substantially all the refractory assets and assumed certain liabilities of Freeport Brick Company, Inc., Kittanning Brick Company, Free-MaDie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc., (the “Freeport Entities”) consisting principally of machinery, equipment, inventories, accounts receivable, certain contracts and leases, three manufacturing facilities, and intellectual property. The Freeport Entities are located in Pennsylvania and are engaged in the business of manufacturing refractory products and tools and dies used in the refractory industry.
Balance Sheets
Our assets have changed significantly since December 31, 2004 as a result of our acquisition of the Freeport Entities. The majority of our assets relate to this acquisition and have thus increased significantly during the interim period. As discussed
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in the notes to the interim financial statements, the net assets acquired were recorded based on an allocation of the purchase price. Our acquisition was financed with borrowings from both a financial institution and related companies, along with the issuance of our stock valued at $210,668. Our shareholders’ deficit has decreased from year-end as a result of the stock issuance, offset somewhat by our loss in the first quarter.
Results of Operation
Revenue – Our revenues for the first quarter of 2005 were $1,754,668, which is a significant increase from first quarter of 2004. This increase is attributable to our acquisition of the above entities as discussed above.
Expenses – Our cost of goods sold for the first quarter are $1,586,971 which is a significant increase from the first quarter of 2004, which is attributable to the acquisition discussed above. Our operating expenses and net other expenses increased significantly also for the same reason.
Liquidity and Capital Resources
A major shareholder and a related company funded our losses in prior years. This related company is also a customer. The company obtained financing through a financial institution and related companies for the acquisition and it is anticipated our cash flow from current operations will be sufficient to fund our operations.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
We have instituted disclosure controls and procedures designed to ensure the timely recording, processing, summarization and reporting to our management, including our Chief Executive Officer, of information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Within the 90 days prior to the filing date of this Quarterly Report on Form 10-QSB, we have performed an evaluation of the effectiveness of the design and operation of these controls under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon that evaluation, the Chief Executive Officer has concluded that the disclosure controls and procedures effectively alert management to material information related to the Company in a manner which allows timely decisions regarding required disclosures of such information. In the design and evaluation of our disclosure controls and procedures, management has recognized that risks of misstatements due to error, failures in compliance, or changes in conditions are inherent in any cost-effective control system. Thus, management can provide only reasonable assurance that its controls and procedures will achieve their stated goals under all potential future conditions. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of management’s evaluation.
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PART II. OTHER INFORMATION
Item 5. Other Information
As of May 19, 2005, May Eubanks, Acting Chief Financial Officer, resigned such position. J. Terry Medovitch was appointed the Company’s Chief Financial Officer effective May 20, 2005. Mr. Medovitch serves as Treasurer of Freeport Area Enterprises, Inc., which was the parent-company to Freeport Brick Company, Inc., Kittanning Brick Company, Free-MaDie Company, and Freeport Refractories, Inc. (the “Freeport Entities”). On January 31, 2005, Refractory & Industrial Supply Group, Inc., a wholly-owned subsidiary of the Company, acquired substantially all of the refractory assets and assumed certain liabilities of the Freeport Entities.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
| 31.1 Certification Pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | ||||
| 31.2 Certification Pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | ||||
| 32.1 Certification Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | ||||
| 32.2 Certification Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | ||||
(b). Reports on Form 8-K
On February 24, 2005, the Company filed a current report on Form 8-K with the Securities and Exchange Commission, reporting under Items 2.01 and 9.01 announcing its acquisition of substantially all of the assets and certain liabilities of Freeport Brick Company, Inc., Kittanning Brick Company, Free-Madie Company, Freeport Refractories, Inc., and Freeport Area Enterprises, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIVERSIFIED THERMAL SOLUTIONS, INC. | ||
| Registrant | ||
| Date: May 23, 2005 | /s/ B. Grant Hunter | |
| B. Grant Hunter | ||
| President and Chief Executive Officer | ||
| Date: May 23, 2005 | /s/ J. Terry Medovitch | |
| J. Terry Medovitch | ||
| Chief Financial Officer |
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