UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2003
[ ] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to _____________
Commission File Number: 0-29493
Tekron, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 51-0395658
(State of incorporation) (IRS Employer ID Number)
530 S. Federal Hwy, Deerfield Beach, Florida 33441
(Address of principal executive offices)
(519) - 661-0609
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: June 30, 2003: 34,895,000 at $.001 par
value.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
Tekron, Inc.
Form 10-QSB for the Quarter ended June 30, 2003
Table of Contents
Part I - Financial Information Page
----
Item 1 Financial Statements.................................................3
Item 2 Management's Discussion and
Analysis of Plan of Operation.......................................14
Part II - Other Information
Item 1 Legal Proceedings...................................................17
Item 2 Changes in Securities...............................................17
Item 3 Defaults Upon Senior Securities.....................................17
Item 4 Submission of Matters to a Vote of Security Holders.................17
Item 5 Other Information...................................................17
Item 6 Exhibits and Reports on Form 8-K....................................17
Signatures....................................................................17
This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27 Of the Securities Act of 1933, as amended, and within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which
are subject to the "safe harbor" created by those sections. These
forward-looking statements include but are not limited to statements concerning
our business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; and statements concerning
assumptions made or exceptions as to any future events, conditions, performance
or other matters which are "forward-looking statements" as that term is defined
under the Federal Securities Laws. All statements, other than historical
financial information, may be deemed to be forward-looking statements.
2
7
Tekron, Inc.
(A Development Stage Company)
Balance Sheets
June 30, March 31,
2003 2002
(Unaudited) (Audited)
----------- ----------
Current Assets
Cash $ 0 $ 1,311
---------- ----------
Total Assets $ 0 $ 1,311
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts Payable and Accrued Charges $ 23,312 $ 8,213
Advances from Officers 95,582 85,247
---------- ----------
Total Current Liabilities 118,894 93,460
---------- ----------
Stockholders' Equity
Common stock - $0.001 par value
100,000,000 shares
authorized - 34,895,000
shares issued and outstanding,
respectively 34,895 34,895
Additional paid-in capital 258,516 282,516
Deficit accumulated during the development
stage (412,305) (385,560)
---------- ----------
Total Stockholder's Equity (118,894) (92,149)
---------- ----------
Total Liabilities and Stockholder's Equity $ 0 $ 1,311
---------- ----------
The accompanying notes are an integral part of these financial statements.
3
Tekron, Inc.
(A Development Stage
Company)
Statements of Operations
(Unaudited)
Cumulative Three Months Three Months
During Ended Ended
Development June 30, June 30,
Stage 2003 2002
------------ ------------ ------------
Revenue $ 0 $ 0 $ 0
------------ ------------ ------------
Expenses
Executive Compensation 283,000 - 280,000
General and Administrative 129,305 26,745 15,338
------------ ------------ ------------
Total Expenses 412,305 26,745 295,338
------------ ------------ ------------
Net Loss $ (412,305) $ (26,745) $ (295,338)
------------ ------------ ------------
Loss per share basic and fully diluted $ (.01) $ 0.00 $ (.07)
------------ ------------ ------------
Weighted Average number of shares of
common stock outstanding 34,895,000 34,895,000 4,433,462
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
4
Tekron, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Cumulative The Three Months
During Ended June 30,
Development Stage 2003 2002
----------------- -----------------------
Cash Flows from Operating Activities
Net Loss $ (412,305) $ (26,745) $ (295,338)
Changes in assets and liabilities
Increase in accounts payable 23,312 11,048 5,124
Stock issued for services 283,000 0 280,000
----------------- ----------- -----------
Net cash used in operating activities (105,993) (15,697) (10,214)
----------------- ----------- -----------
Cash Flows from Financing Activities
Advances by Officers 95,582 14,386 10,214
Sale of common stock 10,411 0 0
----------------- ----------- -----------
Net cash provided by financing activities 105,993 14,386 10,214
----------------- ----------- -----------
Decrease in Cash 0 (1,311) 0
----------------- --------- ------------
Cash at beginning of period 0 1,311 0
----------------- --------- ------------
Cash at end of period $ 0 $ 0 $ 0
----------------- --------- ------------
The accompanying notes are an integral part of these financial statements.
5
Tekron, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
June 30, 2003
(Unaudited)
Note A - Organization and Description of Business
Tekron, Inc. (the "Company") was incorporated on May 31, 1994 in accordance with
the laws of the State of Delaware. The Company was formed for the purpose of
developing a marine service company for boat owners that would offer on-site
preventative maintenance and repair services. The Company has had no substantial
operations or substantial assets since inception. The negotiations are still not
finalized.
The Company experienced a change in management control during Fiscal 2002 and,
accordingly, abandoned its initial business plan. The new business plan
encompasses the following:
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles. This acquisition
has not been completed as of June 30, 2003 and its impact on future operations
is unknown at this time.
On September 5, 2002, Tekron, Inc. announced that the Company has entered into
an agreement with Endopisis Medical, Inc. to acquire a 49% interest in the
company. Endopisis Medical, Inc. is based in Toronto Canada and aims to develop
next-generation non-invasive medical diagnostic technologies that would have the
ability to revolutionize medical and emergency care in Canada and around the
world. The negotiations are still not finalized.
6
On September 26, 2002, Tekron, Inc. announced that it will offer a US $2 million
dollar private placement offering of 10,000,000 units at a price of 20 cents per
units. Proceeds from private placement will be used for general working capital
and to fund Tekron's ongoing acquisition activities including Endopsis Medical,
Inc. The private placement has not been completed as of June 30, 2003.
On December 5, 2002, the Board of Directors approved the authorization to
increase the number of authorized shares of common stock from 20,000,000 shares
to 100,000,000 shares. The Company proposes to utilize the additional shares of
authorized common stock provided for as the need may arise, in connection with
future opportunities for expanding the Company's business through investments or
acquisitions, equity financing, management incentive plans, employee benefit
plans, and for other purposes. The par value of the common stock will remain at
$0.001 per share. A Certificate of Amendment to the Articles of Incorporation
was adopted pursuant to DGCL Section 141 by the Board of Directors of the
Corporation by unanimous consent dated December 5, 2002 and was adopted pursuant
to DGCL Section 228 by the holders of a majority of the Company's issued and
outstanding shares of capital stock entitled to vote on the matter by written
consent of such stockholders dated December 5, 2002.
An agreement was reached between CIRMAKER Technology, Inc. and Tekron, Inc. in
the fourth quarter of fiscal year ended March 31, 2003 for Tekron to acquire
100% of CIRMAKER Technology, Inc. in exchange for 15,000,000 shares of Tekron
common stock. This process should be completed by the end of the year 2003. The
acquisition will provide additional cash infusion and stability to Tekron, Inc.
A consulting agreement was formed between Foundation Strategic Development
Corporation, a company and Tekron, Inc. in January, 2003. Foundation Strategic
Development Corporation will assist in the reorganization of the Company's
business plan, develop presentation materials and seminar materials and provide
direct hands-on coaching consulting with respect to presentations and seminars.
This effort will provide the Company with the expertise needed to promote the
business.
7
The overall objective of Tekron, Inc. is to form alliances, merge and acquire
businesses to further their goals. The current business plan provides for
funding through private placement investment and acquisitions. The Company has
determined through its experience in business that alternate sources of business
funding include venture capital investment, personal loans from management, and
institutional loans. Tekron's officers and directors have loaned approximately
$95,582 from time of inception, primarily from the Company's president, Mr.
Luigi Brun.
On May 12, 2003, a Letter of Intent was signed with Jacobson Reasonance
Enterprises, Inc (JSRE) which provides Tekron, Inc. to receive a license
agreement for all products and endeavors in China and Africa by JSRE in exchange
for funding in the amount of $5,000.000. Tekron will participate in a 49% equity
share of JRSE. This agreement is presently being renegotiated.
JSRE is a Nevada corporation which specializes in
bioelectromagetic/eltromagnetic technology, designed to alleviate chronic and
acute pain and mitigating the symptoms of disease. Approval for the treatment of
chronic pain has been obtained in the European Union for the osteoarthritic
human knee. Licensing clearance has been granted in Canada for the treatment of
pain from arthritic conditions. This agreement is anticipated to further Tekron,
Inc.'s goals in expanding its medical technology base, expand products available
to the public and increase cash flow. Luigi Brun will join the Board of
Directors of JSRE upon finalization of the agreement.
On June 19, 2003, Tekron entered into an agreement with Wall Street
Organization, Inc. who will provide Tekron with marketing services, distributing
knowledge of Tekron and its services. to potential investors , preparing
business plans and increase communication networks on a national basis.
The total shares issued as of June 30, 2003, the number of shares outstanding
were 34,895,000. On December 5, 2002, The Board of Directors approved a
resolution to increase the authorized shares to 100,000,000 shares of common
stock. In accordance with Rule (14C-101), a schedule 14C announcing the increase
in authorized shares was filed with SEC on that date.
Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no significant
operating revenues and has incurred cumulative operating losses of approximately
$412,305.
8
Note B - Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure 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 could differ from those estimates.
The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and has
a year-end of March 31.
Management further acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud. The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB/A for the year ended
March 31, 2003. The information presented within these interim financial
statements may not include all disclosures required by generally accepted
accounting principles and the users of financial information provided for
interim periods should refer to the annual financial information and footnotes
when reviewing the interim financial results presented herein.
In the opinion of management, all accruals and adjustments necessary for a fair
presentation as of June 30, 2003 and the results of operations for the three
month periods have been made in order to make these financial statements not
misleading.
9
Note C - Going Concern Uncertainty
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.
The Company experienced a change in management control during Fiscal 2002 and,
accordingly, abandoned its initial business plan. The Company is currently
seeking to develop either a new viable business plan or to seek a business
combination transaction with another viable business enterprise.
Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no significant
operating revenues and has incurred cumulative operating losses of approximately
$412,305.
10
The Company's current management maintains the corporate status of the Company
and provides all nominal working capital support on the Company's behalf through
March 31, 2002 and subsequent thereto.
Because of the Company's lack of operating assets, the Company's continuance is
fully dependent on either future sales of securities or upon its current
management and/or advances or loans from significant stockholders or corporate
officers to provide sufficient working capital to preserve the integrity of the
corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding
through the sales of additional securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles. This acquisition
has not been completed as of June 30, 2003 and its impact on future operations
is unknown at this time.
Note D - Summary of Significant Accounting Policies
1. Currency translation
The Company incurs expenses in both US dollar (US$) and Canadian dollar (CAD)
transaction accounts. All transactions reflected in the accompanying financial
statements have been converted into US dollar equivalents, for each respective
quarter at the average of the last day of the month published exchange rate on
the last day of the fiscal quarter or the published exchange rate on the first
day of the month for related party transactions related to rent and management
services for CAD accounts and at historical amounts for US$ accounts.
2. Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts in book
overdraft positions, certificates of deposit and other highly-liquid investments
with maturities of three months or less, when purchased, to be cash and cash
equivalents.
11
3. Income Taxes
The Company utilizes the asset and liability method of accounting for income
taxes. At June 30, 2003 and 2002, the deferred tax asset and deferred tax
liability accounts, as recorded when material, are entirely the result of
temporary differences. Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization. As of June 30, 2003 and
2002, respectively, the deferred tax asset is related solely to the Company's
net operating loss carry-forward and is fully reserved.
4. Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) by
the weighted-average number of shares of common stock and common stock
equivalents (primarily outstanding options and warrants). Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method. The
calculation of fully diluted earnings (loss) per share assumes the dilutive
effect of the exercise of outstanding options and warrants at either the
beginning of the respective period presented or the date of issuance, whichever
is later. As of June 30, 2003 and 2002, respectively, the Company had no
warrants and/or options outstanding.
Note E - Fair Value of Financial Instruments
The carrying amounts of accounts payable and advances by officers, as
applicable, approximates fair value due to the short term nature of these items
and/or the current interest rates payable in relation to current market
conditions.
Note F - Related Party Transactions
The Company has an unwritten agreement with an entity controlled by its officers
for management services and office rent. Under this agreement, the Company is
obligated to pay, on a monthly basis, $1,000 CAD for management and
administrative office services and $500 CAD for office rent. This agreement
commenced on July 1, 2001, concurrent with a change in management. As of June
30, 2003 and 2002, respectively, approximately $2,886 US$ and $-0- US$ has been
charged to operations on this agreement. The agreement was terminated on June
30, 2002.
Note G - Income Taxes
The components of income tax (benefit) expense for the three months ended June
30, 2003 and 2002 and for the period from May 31, 1994 (date of inception)
through June 30, 2003, respectively, are as follows:
June 30, June 30,
2003 2002 Cumulative
-------- -------- ----------
Federal:
Current $ -- $ -- $ --
Deferred -- -- --
-------- -------- ----------
-- -- --
-------- -------- ----------
State:
Current -- -- --
Deferred -- -- --
-------- -------- ----------
-- -- --
-------- -------- ----------
Total $ -- $ -- $ --
======== ======== ==========
12
As of June 30, 2003, the Company has a net operating loss carryforward of
approximately $412,305 to offset future taxable income. Subject to current
regulations, this carry-forward will begin to expire in 2015. The amount and
availability of the net operating loss carry-forwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate; continuity of historical business; and subsequent income of
the Company all enter into the annual computation of allowable annual
utilization of the carry-forward.
There is no current or deferred tax expense for the period from May 31, 1994
(inception) to June 30, 2003 due to net losses by the Company.
Note H - Common Stock Transactions
On September 16, 1999, the Company amended its Certificate of Incorporation to
allow for the issuance of up to 20,000,000 shares of $0.001 par value common
stock from the originally authorized amount of 20,000,000 shares of $0.00001 par
value common stock. The effect of this change is reflected in the accompanying
financial statements as of the first day of the first period presented.
On December 8, 1999, the Company's Board of Directors approved and implemented a
45 for 1 forward stock split on the issued and outstanding shares of common
stock. This action caused the issued and outstanding shares to increase from
91,200 to 4,104,000. The effect of this action is reflected in the accompanying
financial statements as of the first day of the first period presented.
On March 22, 2001, the Company's officers surrendered and cancelled 9,000 shares
of common stock to the Company for no consideration. The effect of this action
was to reallocate the par value of the surrendered shares to additional paid-in
capital.
On May 24, 2002, Tekron, Inc. issued 13,000,000 restricted shares in exchange
for the rights for the technology in Reva Corporation. Of those shares, Luigi
Brun was issued 11,000,00 shared of the restricted stock.
On June 20, 2002, the Company filed a Registration Statement under The
Securities Act of 1933 on Form S-8 registering an aggregate 2,800,000 shares of
common stock. The registered shares were issued in satisfaction of four (4)
separate compensation agreements with the Company's officers and other
individuals providing management services to the Company. These shares were
valued at $0.10 per share as based on the closing quoted stock price on the
respective date of the transaction. These transactions were valued at an
aggregate approximate $280,000. This amount has been charged to operations in
the accompanying financial statements.
13
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
Tekron, Inc. (Company) experienced a change in the Board of Directors and Senior
Management on June 11, 2001. Accordingly, the Company may or may not elect to
continue on it's initial plan of operation as previously reported in its Form
10-KSB for the year ended March 31, 2001.
The Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended, since it's inception in May 1994.
14
On May 22, 2002, the Company announced that it had entered into a letter of
intent to acquire 100.0% of the issued and outstanding common stock of Reva
Technologies Corp. (Reva). Reva is a designer and manufacturer of reliable
Energy Vehicle Alternatives, focusing on Electric Utility Vehicle solutions for
the Low Speed Vehicle (LSV) markets globally. Reva is based in London, Ontario,
Canada and has developed an electric utility vehicle for adaptation to
multi-purpose applications such as airport support vehicles, industrial plant
vehicles and gated community maintenance and security vehicles. This acquisition
has not been completed as of June 30, 2003 and its impact on future operations
is unknown at this time.
For the three months ended June 30, 2003 and 2002, respectively, the Company
incurred net operating losses as a result of expenses principally associated
with compliance with reporting obligations under The Securities Exchange Act of
1934, and other administrative expenses associated with the maintenance of the
Company's issued and outstanding stock records. Additionally, the Company
incurred a non-cash charge to operations for executive compensation related to
the issuance of 2,800,000 shares of common stock issued pursuant to a
Registration Statement on Form S-8 in the amount of $280,000. This amount was
calculated at $0.10 per share which equals the closing quoted price of the
Company's equivalent securities on the NASDAQ Electronic Bulletin Board on the
date of the transaction.
The Company anticipates that until either its previously discussed business plan
or the pending business combination with Reva is completed, it will not generate
revenues. The Company may also continue to operate at a loss after completing a
business combination, depending upon the performance of it's executed business
plan or the performance of any acquired business.
On December 5, 2002 the Company's Board of Directors authorized the increase of
common stock to be issued from 20,000,000 to 100,000,000 as part of the
Company's recapitalization plan.
15
The Company is fully dependent either future sales of securities or upon its
current management and/or advances or loans from significant stockholders or
corporate officers to provide sufficient working capital to preserve the
integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding
through the sales of additional securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company. It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
However, there is no legal obligation for either management or significant
stockholders to provide additional future funding.
Further, the Company has no plans, proposals, arrangements or understandings
with respect to the sale or issuance of additional securities at the date of
this filing and the Company does not currently contemplate making a Regulation S
offering. Regardless of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
In such a restricted cash flow scenario, we would be unable to complete our
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, we may be dormant during the next twelve months, or
until such time as necessary funds could be raised in the equity securities
market.
16
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period. An annual meeting has been scheduled
for August 11, 2003.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
99.1 CEO/CFO Certification Pursuant to 18 USC, Section 1330, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Tekron, Inc.
Dated: August 12, 2003 /s/ Luigi Brun
--------------- --------------------
Luigi Brun
Chief Executive Officer and
Chief Financial Officer
