UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 April 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from [ ] to [ ]
Commission file number000-27131
Cascadia Capital Corporation | ||
Nevada | 98-0222922 | |
Suite 800 - 885 West Georgia Street | ||
(604) 687-5700 | ||
not applicable | ||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
16,087,500 common shares outstanding as of June 1, 2002
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
DISCLOSURE
To: The Shareholders of Cascadia Capital Corporation
It is the opinion of management that the interim financial statements for the quarter ended April 30, 2002 include all adjustments necessary in order to ensure that the financial statements are not misleading.
Vancouver, British Columbia
Date: June 11, 2002
/s/ Keith Ebert
Director of Cascadia Capital Corporation
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
April 30, | October 31, | |
ASSETS | ||
Current | ||
Cash | $21,722 | $28,880 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current | ||
Accounts payable and accrued liabilities | $3,500 | $2,600 |
Stockholders' equity | ||
Capital stock (Note 4) | ||
Authorized | ||
100,000,000 common shares with a par value of $0.0001 | ||
Issued and outstanding | ||
October 31, 2001 - 15,925,000 common shares | ||
April 30, 2002 - 16,087,500 common shares | 1,609 | 1,593 |
Additional paid-in capital | 128,091 | 103,107 |
Deficit accumulated during the exploration stage | (111,478) | (78,420) |
18,222 | 26,280 | |
$21,722 | $28,880 |
History and organization of the Company (Note 1)
Going concern(Note 2)
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
Cumulative |
|
|
|
| |
EXPENSES | |||||
Consulting fees | $7,280 | $- | $4,780 | $- | $4,780 |
Exploration fees | 4,000 | - | - | - | - |
Filing and transfer agent fees | 8,750 | 3,299 | 1,927 | 4,040 | 2,869 |
Mineral property acquisition costs | 77,500 | 25,000 | - | 25,000 | 50,000 |
Office and miscellaneous | 2,684 | 10 | 166 | 54 | 279 |
Professional fees | 11,264 | 2,000 | 2,200 | 3,964 | 2,200 |
Loss for the period | $(111,478) | $(30,309) | $(9,073) | $(33,058) | $(60,128) |
Basic and diluted loss per share | $(0.01) | $(0.01) | $(0.01) | $(0.01) | |
Weighted average number of |
|
|
|
|
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)
| |||||
|
|
| Deficit |
| |
Inception, October 29, 1999 | - | $- | $- | $- | $- |
Common shares issued for services | 7,312,500 | 731 | 1,519 | - | 2,250 |
Common shares issued for cash | 7,962,500 | 797 | 1,653 | - | 2,450 |
Common shares issued for cash | 130,000 | 13 | 19,987 | - | 20,000 |
Net loss for the year | - | - | - | (4,802) | (4,802) |
Balance, October 31, 2000 | 15,405,000 | 1,541 | 23,159 | (4,802) | 19,898 |
Common shares issued for |
|
|
|
|
|
Common shares issued for cash | 195,000 | 20 | 29,980 | - | 30,000 |
Net loss for the year | - | - | - | (73,618) | (73,618) |
Balance, October 31, 2001 | 15,925,000 | 1,593 | 103,107 | (78,420) | 26,280 |
Common shares issued for |
|
|
|
|
|
Net loss for the period | - | - | - | (33,058) | (33,058) |
Balance, April 30, 2002 | 16,087,500 | $1,609 | $128,091 | $(111,478) | $18,222 |
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
Cumulative |
|
| |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Loss for the period | $(111,478) | $(33,058) | $(60,128) |
Items not affecting cash: | |||
Common shares issued for services | 2,250 | - | - |
Common shares issued for mineral property | 75,000 | 25,000 | 50,000 |
Changes in non-cash working capital items: | |||
Increase (decrease) in accounts payable and accrued liabilities | 3,500 | 900 | (1,400) |
Net cash used in operating activities | (30,728) | (7,158) | (11,528) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Issuance of shares | 52,450 | - | - |
Net cash provided by financing activities | 52,450 | - | - |
Change in cash during the period | 21,722 | (7,158) | (11,528) |
Cash, beginning of the period | - | 28,880 | 22,398 |
Cash, end of the period | $21,722 | $21,722 | $10,870 |
Supplemental disclosure with respect to cash flows: | |||
Cash paid for income taxes | $- | $- | $- |
Cash paid for interest | - | - | - |
Supplemental disclosure of non-cash activities: | |||
Common shares issued for services | $2,250 | $- | $- |
Common shares issued for mineral property | 75,000 | 25,000 | 50,000 |
The accompanying notes are an integral part of these financial statements.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on October 29, 1999 under the laws of the State of Nevada to engage in any lawful business or activity for which corporations may be organized under the laws of the State of Nevada and effectively started its operations on November 1, 1999. The Company is in the business of exploration and development of mineral properties and has not yet determined whether its properties contain mineral resources that may be economically recoverable. The Company therefore has not reached the development stage and is considered to be an exploration stage company.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows at April 30, 2002 and for the period then ended have been made. These financial statements should be read in conjunction with the audited financial statements of the Company for the year ended October 31, 2001. The results of operations for the period ended April 30, 2002 are not necessarily indicative of the results to be expected for the year ending October 31, 2002.
2. GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations of the Company are dependent upon the discovery of economically recoverable mineral reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production. The Company has incurred operating losses and requires additional funds to meet its obligations and maintain its operations. Management's plan in this regard is to raise equity financing as required. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
April 30, | October 31, | |
Deficit accumulated during the exploration stage | $(111,478) | $(78,420) |
Working capital | 18,222 | 26,280 |
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
3. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.
Cash
The Company considers all investments with a maturity of three months or less to be cash.
Resource properties
Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value.
Environmental requirements
At the report date, environmental requirements related to mineral claims acquired (Note 5) are unknown and therefore an estimate of any future cost cannot be made.
Income taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Recent accounting pronouncements
In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all future business combinations and specifies criteria that intangible assets acquired in a business combination must be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with SFAS No. 142. The Company has adopted the provisions of SFAS No. 141 and SFAS No. 142 as of July 1, 2001.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.)
Recent accounting pronouncements (cont'd.)
In July 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement Obligations" that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. The initial recognition of the liability will be capitalized as part of the asset cost and amortized over its estimated useful life. SFAS No. 143 is required to be adopted effective January 1, 2003.
In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121 "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 is required to be adopted effective January 1, 2002.
The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. Diluted earnings (loss) per share is not presented separately from earnings (loss) per share as the exercise of any warrants and options would be anti-dilutive.
4. CAPITAL STOCK
On November 1, 1999, the Company issued 7,962,500 of its common shares for proceeds of $2,450 and issued 7,312,500 of its common shares at an agreed value of $2,250 for services rendered.
On October 23, 2000, the Company issued 130,000 common shares, under Regulation S of the Securities Act of 1933, for total proceeds of $20,000.
On November 14, 2000, the Company issued 325,000 common shares under Regulation S of the Securities Act of 1933 at an agreed value of $50,000 per share to the optionor of the mineral claims (Note 5b(i)).
On July 15, 2001, the Company issued 195,000 common shares for cash proceeds in the amount of $30,000.
On February 4, 2002, the Company issued 162,500 common shares under Regulation S of the Securities Act of 1933 at an agreed value of $25,000 per share to the optionor of the mineral claims (Note 5b(ii)).
On February 18, 2002, the Company forward split its stock on a 3.25:1 basis. Accordingly, all references to number of common shares and per share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
5. MINERAL CLAIMS
Thibert Creek
Under an agreement dated October 21, 2000 and subsequently amended on July 18, 2001 and on December 31, 2001, the Company entered into an option agreement to acquire a 100% undivided interest in certain mining claims known as the Thibert Creek Mining properties located in the Liard Mining Division of British Columbia. To exercise its option, the Company must:
a) Pay the optionor the sum of $25,000 on or before December 31, 2002.
b) Issue to the optionor a total of 3,412,500 common shares of the Company as follows:
i) 325,000 shares at an agreed value of $50,000 (issued);
ii) 162,500 shares at an agreed value of $25,000 on December 31, 2001 (issued);
iii) 650,000 shares upon the completion of a first phase of a work program on the property;
iv) 650,000 shares upon the completion of a second phase of a work program on the property; and
v) 1,625,000 shares upon the completion of a third phase of a work program on the property.
c) Incur exploration expenditures of $50,000 on the property as follows:
i) $3,000 on or before December 31, 2001 ( spent);
ii) a further $17,000 on or before September 1, 2002; and
iii) a further $30,000 on or before June 1, 2003.
Upon commencement of production, the claims are subject to a 3% net smelter returns royalty.
New Westminster
On October 1, 2001, the Company entered into an option agreement to acquire a 100% undivided interest in certain mining claims known as the Keefers Mining properties located in the New Westminster Mining Division of British Columbia. To exercise its option, the Company must:
a) Pay the optionor the sum of $10,000 as follows:
i) $2,500 upon execution of the agreement (paid); and
ii) an additional $7,500 on or before December 21, 2002.
CASCADIA CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
APRIL 30, 2002
5. MINERAL CLAIMS (cont'd.)
New Westminster (cont'd.)
b) Issue to the optionor a total of 1,625,000 common shares of the Company as follows:
i) 325,000 shares upon the completion of a first phase of a work program on the property;
ii) 325,000 shares upon the completion of a second phase of a work program on the property; and
iii) 975,000 shares upon the completion of a third phase of a work program on the property.
c) Incur exploration expenditures of $50,000 on the property as follows:
i) $10,000 on or before July 31, 2002;
ii) a further $20,000 on or before December 31, 2002; and
iii) a further $20,000 on or before July 31, 2003.
Upon commencement of production, the claims are subject to a 3% net smelter returns royalty.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
April 30, | October 31, | |
Tax benefit of net operating loss carryforward | $37,740 | $26,000 |
Valuation allowance | (37,740) | (26,000) |
$- | $- |
The Company has a net operating loss carryforward of approximately $111,000 which, if not used, will begin to expire in the year 2019. The Company has provided a full valuation allowance on the deferred tax asset because of the uncertainty regarding realizability.
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this quarterly report, the terms "we", "us", "our", and "Cascadia" mean Cascadia Capital Corporation, unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements.
General
We were incorporated in the state of Nevada on October 29, 1999. Since our incorporation, we have been in the business of the exploration and development of mineral properties. Because we have not yet determined whether our properties contain mineral resources that may be economically recoverable, we have not reached the development stage and are considered an "exploration stage" company.
We are currently a party to two separate option agreements respecting each of the Thibert Creek Properties and the Keefers Properties. In July, 2001, our company completed phase one exploration on certain claims which form part of the Thibert Creek Properties and, upon review of the initial exploration results, we determined that no further exploration of those claims was warranted at that time. With respect to the Keefers Properties, we are continuing to develop a phase one exploration program. Over the twelve months ending April 30, 2003, we intend to continue with the exploration of our mineral properties, including the Thibert Creek Properties and the Keefers Properties.
Effective December 31, 2001, we entered into a Mineral Option Amending Agreement with Gerry Diakow with respect to the Thibert Creek Properties. Pursuant to the terms of the Mineral Option Amending Agreement, the Exploration Expenditures to be incurred by our company (as detailed in the original Option Agreement dated October 21, 2000 and subsequently in an amendment dated July 18, 2001), were amended as follows:
(A) $3,000 on or before December 31, 2001 (already spent);
(B) a further $17,000 on or before September 1, 2002; and
(C) a further $30,000 on or before June 1, 2003.
Cash Requirements
Over the twelve month period ending April 30, 2003, we will have to raise funds in order to meet our operating requirements and to continue with the exploration of our mineral properties in order to comply with our contractual obligations. We expect to raise these funds through the sale of our equity securities and/or debt financing.
Product Research and Development
In connection with the mineral property agreement (as amended) between our company and our Vice President of Exploration and Acquisitions, in respect of the Thibert Creek Properties, we are required to pay Mr. Diakow $25,000 on or before December 31, 2002. We are also required to issue Mr. Diakow 650,000 common shares (200,000 common shares pre-forward split) upon the completion of a phase one work program on the Thibert Creek Properties subject to an independent engineering or geological report detailing work done on the property and recommending further work on the property. In the event that a phase two exploration program is warranted on the property, we would be required to issue Mr. Diakow an additional 650,000 common shares (200,000 common shares pre-forward split) on completion of the phase two work program subject to an independent engineering or geological report detailing work done on the property and recommending a third phase work program. In the event that a phase thre e work program is warranted, we would be required to issue Mr. Diakow a final allotment of 1,625,000 of our common shares (500,000 common shares pre-forward split) on completion of the phase 3 work program, subject to production of an independent engineering or geological report detailing work done on the property and recommending that the property be put into commercial production.
As noted, the option agreement (as amended) with respect to the Thibert Creek Properties also requires that we incur exploration expenditures on those properties totaling $50,000. As required, $3,000 was spent prior to December 31, 2001, a further $17,000 must be spent on or before September 1, 2002 and an additional $30,000 must be spent on or before June 1, 2003.
In connection with the option agreement dated October 1, 2001, with respect to the Keefers Properties, we are required to pay to the optionor the sum of $7,500 on or before December 31, 2002. In addition, we are required to issue to the optionor 325,000 common shares (100,000 common shares pre-forward split) upon the completion of a first phase of a work program on the property, 325,000 common shares (100,000 common shares pre-forward split) upon the completion of a second phase of a work program and 975,000 common shares (300,000 common shares pre-forward split) upon the completion of a third phase of a work program.
The Keefers option agreement also requires that we incur exploration expenditures totaling $50,000, $10,000 of which is due on or before July 31, 2002 and $20,000 of which is due on or before December 31, 2002. A further $20,000 is due on or before July 31, 2003.
In connection with the Thibert Creek Properties and the Keefers Properties, we anticipate that approximately $54,500, the total amount that we are contractually obliged to spend, will be spent on exploration over the twelve months ending April 30, 2003.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending April 30, 2003.
Employees
We do not currently retain any employees and do not anticipate that we will do so over the twelve months ending April 30, 2003 or until such time as we determine whether our properties contain mineral resources that may be economically recoverable.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 2. Changes in Securities.
Recent Sales of Unregistered Securities
On February 4, 2002, we issued 162,500 common shares (50,000 common shares pre-forward split) to our Vice President of Exploration and Acquisition in connection with a mineral property agreement dated October 21, 2000 (amended July 18, 2001). The shares were issued in reliance upon Regulation S promulgated under the Securities Act of 1933.
On February 18, 2002, we effected a forward split of our common stock on a 3.25 to 1 basis.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
We held our Annual General Meeting on March 1, 2002 to deal with the following matters:
1. electing the member of our board of directors, Keith Ebert, with 8,612,500 votes cast in favor, nil votes withheld and nil abstaining; and
2. ratifying the appointment of our auditor, Davidson & Company, with 8,612,500 votes cast in favor, nil votes cast against and nil votes abstaining.
Item 5. Other Information.
Following the quarter end, on May 13, 2002, Hilton Getz was appointed to the board of directors of our company.
Item 6. Exhibits and Reports on Form 8-K.
Reports of Form 8-K
None.
Financial Statements Filed as a Part of the Quarterly Report
Our unaudited interim financial statements include:
Balance Sheets
Statements of Operations
Statements of Changes in Capital Deficit
Statements of Cash Flows
Notes to the Financial Statements
Exhibits Required by Item 601 of Regulation S-B
(3) Articles of Incorporation and By-laws
3.1 Articles of Incorporation (incorporated by reference from our Form SB-2 filed on April 24, 2000)
3.2 Bylaws (incorporated by reference from our Form SB-2 filed on April 24, 2000)
(10) Material Contracts
10.1 Mineral Option Amending Agreement between Gerry Diakow and Cascadia Capital Corporation, dated December 31, 2001
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.
CASCADIA CAPITAL CORPORATION
By: /s/ Keith Ebert
Keith Ebert, President and Director
Date: June 11, 2002
By: /s/ Hilton Getz
Hilton Getz, Director
Date: June 6, 2002
