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 March 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to___________
Commission file number 0-5186
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OCG TECHNOLOGY, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 13-2643655
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
56 Harrison Street, New Rochelle, New York 10801
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(Address of principal executive offices)
(914) 576-8457
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(Issuer's telephone number)
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(Former name, address and former fiscal year, if changed since last report)
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. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Shares Outstanding at May 14, 2001
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Common Stock ($.01 par value) 34,793,613 Shares
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX
PAGE NUMBER
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PART I. - FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Condensed Balance Sheets
March 31, 2001 and June 30, 2000 1
Consolidated Condensed Statements of Loss for
the Three Months and Nine Months Ended
March 31, 2001 and 2000 2
Consolidated Condensed Statements of Cash Flows for
the Nine Months Ended March 31, 2001 and 2000 3
Notes to Consolidated Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. - OTHER INFORMATION
- ----------------------------
Item 6. Exhibits and Reports on Form 8-K 10
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 2001 JUNE 30, 2000
ASSETS (UNAUDITED) (AUDITED)
Current Assets:
Cash $ 16,734 $ 37,829
Accounts receivable 11,656 7,025
Receivable, Sale of business 0 39,908
Other current assets 72,215 45,304
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Total current assets 100,605 130,066
Property and equipment, net of accumulated depreciation of
($620,205) ($570,990) 49,215 77,656
Capitalized software costs, net of accumulated amortization
($421,570) ($73,664) 347,906 229,838
Other assets 4,972 4,972
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Total assets $ 502,698 $ 442,532
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 45,321 $ 46,605
Notes payable 149,000 50,000
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Total current liabilities 194,321 96,605
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Shareholders' equity: (Note 3)
Preferred stock $.10 par value, Series E 10,000 10,000
Common stock $.01 par value 347,936 321,755
Additional paid-in capital 24,623,020 24,391,201
Accumulated deficit (24,339,079) (23,958,529)
Stock subscriptions receivable (271,000) (356,000)
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370,877 408,427
Less treasury stock, at cost (12,500 shares) (62,500) (62,500)
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Total shareholders' equity 308,377 345,927
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Total liabilities and shareholders' equity $ 502,698 $ 442,532
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See accompanying notes to consolidated condensed financial statements
-1-
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, NINE MONTHS ENDED MARCH 31,
2001 2000 2001 2000
Revenue:
Sales $ 17,085 $ 33,136 $ 42,815 $ 63,136
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Costs and expenses:
Marketing, general and
administrative 20,003 119,959 117,153 426,069
Depreciation and
amortization 27,677 15,534 76,461 45,074
Product development costs 91,369 156,532 230,285 371,911
Interest - net (129) (542) (534) (1,608)
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Total costs and expenses 138,923 291,483 423,365 841,446
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Loss from continuing
operations (121,838) (258,347) (380,550) (778,310)
Profit from discontinued
operations - - - 16,707
Income from sale of business - - - 341,180
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Net profit (loss) $ (121,838) $ (283,099) $ (380,550) $ (420,423)
========== ========== ========== ==========
Weighted average number of
shares outstanding
during the period 33,672,035 32,320,485 33,672,035 29,842,275
========== ========== ========== ==========
Loss per Common Share $(0.01) $(0.01) $(0.01) $(0.03)
========== ========== ========== ==========
See accompanying notes to consolidated condensed financial statements
-2-
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
2001 2000
Cash flows from operating activities:
Net income (loss) $(380,550) $ (420,423)
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Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 76,461 45,074
Issuance of stock and warrants for services 18,000 97,686
Amortization of Black Scholes valuation 0 153,054
Changes in assets and liabilities
(Increase) decrease in receivables (4,631) (109,384)
Decrease in receivables (sale of business) 39,908 30,421
(Increase) decrease in other current assets (26,911) (63,404)
(Increase) decrease in other assets 0 1,700
(Decrease) in accounts payable and accrued expenses (1,285) (37,883)
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Total adjustments 101,542 117,264
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Net cash used in operating activities (279,008) (303,159)
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Cash flows from investing activities:
Capitalized software development costs (165,732) 0
(Increase) decrease in property and equipment (355) (13,471)
Cash flows from financing activities:
Decrease in subscriptions receivable 85,000 5,000
Increase in notes payable 99,000 0
Proceeds from sale of common stock 240,000 245,000
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Net cash provided by investing and financing activities 257,913 236,529
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Net increase (decrease) in cash (21,095) (66,630)
Cash, beginning of period 37,829 103,408
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Cash, end of period $ 16,734 $ 36,778
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See accompanying notes to consolidated condensed financial statements
-3-
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of the Company, (which, together with its subsidiaries,
unless the context otherwise requires, is referred to as "OCGT"), the
accompanying unaudited consolidated condensed financial statements contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position as of March 31, 2001 and the results of
operations for the three and nine months ended March 31, 2001 and 2000 and the
statements of cash flows for the nine months ended March 31, 2001 and 2000.
The June 30, 2000 balance sheet has been derived from OCGT's audited financial
statements.
The results of operations for the nine months ended March 31, 2001 are
not necessarily indicative of the results to be expected for the full year.
While OCGT believes that the disclosures presented are adequate to make
the information not misleading, it is suggested that these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in OCGT's latest annual report on Form 10-KSB.
The accompanying consolidated financial statements have been prepared on
a going concern basis which contemplates continuity of operations and
realization of assets and liquidation of liabilities in the ordinary course of
business. Because of significant operating losses, OCGT's ability to continue
as a going concern is dependent upon its ability to obtain sufficient
additional financing and, ultimately, upon future profitable operations. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should OCGT be unable to
continue in existence.
2. Earnings per share is computed using the weighted average number of
shares outstanding during the periods. The effect of warrants outstanding
would be anti-dilutive.
3. Capital Changes:
During the nine months ended March 31, 2001, for services rendered in
accord with the terms of a consulting agreement, warrants were issued to
purchase a total of 45,000 shares of OCGT's common stock at exercise prices
ranging between $0.15 to $0.25 per share with exercise dates of said warrants
expiring between July 1, to December 31, 2003. OCGT reflected a total expense
of $18,000 for the nine month period ending March 31, 2001.
During the six months ended December 31, 2000, 2,618,056 shares of
OCGT's common stock were sold for $240,000 (average price $0.0917 per share)
and warrants were issued to purchase a total of 2,618,056 shares of OCGT's
common stock at the exercise price of $0.35 per share with the exercise date
of said warrants expiring on January 31, 2003. OCGT's common stock was less
than the per share exercise price of the warrants.
-4-
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A SUMMARY OF INCREASES (DECREASES) IN THE ITEMS INCLUDED IN
THE CONSOLIDATED STATEMENTS OF LOSS IS SHOWN BELOW:
General
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The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere
herein. The following discussion contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 and OCGT intends that such
forward-looking statements be subject to the safe harbors created thereby.
These forward-looking statements include predictions, estimates and other
statements that involve a number of risks and uncertainties. While this
outlook represents OCGT's current judgment on the future direction of the
business, such risks and uncertainties could cause actual results to differ
materially from any future performance suggested herein.
OCGT has experienced recurring losses from operations and has relied on the
sale of equity interests in OCGT to fund its operations. If necessary, OCGT
intends to provide additional working capital through the sale of equity
interests in OCGT. Although, in the past, OCGT has been able to provide
working capital through the sale of equity interests in OCGT, there can be no
assurances that OCGT will succeed in its efforts, which creates a doubt about
its ability to continue as a going concern. The results of operations for
prior periods is based on OCGT's continuing operations.
Results of Operations
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Total revenues decreased $16,051 and $20,521 for the three and nine months
ended March 31, 2001, as compared to the same period for 2000, primarily as a
result of a decrease in license revenues. The sales of OCGT and PSI were
$3,040 and $39,775 respectively, for the nine months ended March 31, 2001.
Marketing, general and administrative expenses decreased $99,953 and $308,916
for the three and nine months ended March 31, 2001, as compared to the same
period for 2000, primarily as a result of the reduction in amortization as a
result of the completion of the write off of certain capitalized costs.
Liquidity and Capital Resources
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At March 31, 2001, OCGT had a current ratio of .522 to 1 compared to 8.6 to 1
as of March 31, 2000. The net loss from operations for the nine months ended
March 31, 2001, was $380,550, of which $94,461 or 25% were non-cash charges.
OCGT has experienced recurring losses from operations and has been unable to
provide sufficient working capital from operations and has relied
significantly on the sale of equity interests in OCGT, and the exercise of
warrants and loans from shareholders to fund its operations. OCGT's auditors
have included an explanatory paragraph regarding the ability of OCGT to
continue as a "going concern".
Cash on hand and accounts receivable were $28,390 at March 31, 2001. OCGT
also has $271,000 of collateralized demand notes receivable related to the
purchase of OCGT's common stock through the exercise of warrants. In the past,
OCGT's principal means of overcoming its cash shortfalls from operations was
from the sale of OCGT's common stock. During the nine months ended March 31,
2001, 2,618,056 shares of OCGT's common stock were sold for $240,000 ($0.092
per share). Although, in the past, OCGT has been able to provide working
capital through the sale of equity interests in OCGT and through the exercise
of warrants, there can be no assurances that OCGT will succeed in its efforts.
Disposition of Assets.
- ----------------------On August 2, 1999, pursuant to the terms of an Asset
Purchase Agreement, Mooney-Edwards Enterprises, Inc.("MIS"), a wholly owned
subsidiary of OCGT, sold substantially all of its assets, as of July 28, 1999,
to Medical Manager Southeast, Inc.("MM") and MM assumed substantially all of
the liabilities related to operations as of July 28, 1999 for a purchase price
equal to four-hundred-two thousand eight-hundred-six dollars ($402,806).
PrimeCare Systems, Inc.(" PSI"), a Delaware corporation, was acquired by OCGT
as of May 16, 1994. PSI owns all right, title and interest in the PrimeCareTM
System, which is protected by copyrights. (Hereafter "OCGT" shall mean OCGT
and/or PSI as the context requires).
Products and Competition: OCGT has unique products that are of significant
benefit to healthcare providers, their patients, consumers, pharmaceutical
companies and other companies in the healthcare industry and fitness field.
Physicians agree that the most important and time consuming part of any
medical encounter is the collection of the patient's detailed history of
present illness ("HPI"). Today, as a result of increased patient loads and
stringent documentation demands, many physicians do not have the time
necessary to obtain a patient's detailed HPI, even though most agree that in
as many as 8 of every 10 patients the diagnosis can be obtained from a
detailed HPI.
Competition. OCGT believes that it has the only in-office patient management
system and Web sites that enable physicians to obtain the patient's detailed
HPI by having the patient answer problem-specific HPI Questionnaires on a PC
in the office or via the Internet. This HPI is obtained without requiring
physician time.
The Products. OCGT believes that its Web sites will account for its main
revenue stream. Since its Web sites are based on parts of the PrimeCareTM
Patient Management System (the "PrimeCare System"), that product is discussed
first.
The PrimeCare System is an in-office client server based, user friendly,
unique patient-physician interactive system that creates an electronic medical
record documenting the entire patient-physician encounter: patient's history
of present illness, physical findings, assessment, tests, treatment plan and
medications prescribed, and provides physician reference and patient education
materials. The PrimeCare System contains an authoritative and comprehensive
knowledge database of approximately 285 symptom and problem oriented patient
HPI Questionnaires. Patients are seated at a computer and answer
complaint-specific HPI questions by using just the number keys to indicate
answers that apply to them; no typing or computer skills are required. OCGT
developed, markets, and updates the PrimeCare System. To date OCGT has
migrated the HPI Questionnaires and other sections of the PrimeCare System to
its Internet products. OCGT continues to migrate the entire PrimeCare System
to the Internet. OCGT plans to implement connectivity with hand held and
wireless devices where appropriate and technically feasible.
During the encounter, the E&M CodeComplier continually analyzes the encounter
documentation generated by patient and physician use of the PrimeCare System.
Using the most current documentation guidelines mandated by HCFA, the
CodeComplier automatically computes the proper E&M coding level.
OCGT owns, operates and maintains three healthcare Web Sites:
(a) www.PrimeCareOnTheWeb.com (the "PCW Site") is a site that enables a
physician or staff member to select HPI Questionnaires from the PrimeCare
System for a patient to complete, via the Internet. The PCW Site assigns a
unique set of passwords that allows a patient to access and answer the HPI
Questionnaire(s) on the PCWSite. When the interview is completed a Report is
produced, containing the patient's HPI and a list of the diagnostic
possibilities, which is available for the physician to review on the secure
PCW Site.
(b) www.YourOwnDoctor.com (the "YOD Site"), a Web Community that hosts, for
any physician that registers, a web site, at no charge and automatically
registers the physician in OCGT's Web site, www.PrimeCareOnTheWeb.com, and
creates a link to OCGT's consumer-oriented web site www.YourOwnHealth.com;
(c) www.YourOwnHealth.com (the "YOH Site"), is a consumer-oriented health
and wellness Web site that is unique in that it provides, without charge,
more than 100 of the PrimeCare System's HPI Questionnaires online to enable
consumer/patients to access, answer and receive a Report.
The Market : OCGT's markets for: (a) the PrimeCare System, the YOD Site and
the PCW Site are ambulatory/outpatient medical facilities, such as, primary
care physicians, medical clinics, group practices, and health maintenance
organizations, in general, healthcare providers other than those providing
care to patients confined to hospital beds; and (b) the YOH Site is for use of
the general public.
According to the American Medical Association, there are in excess of 675,000
physicians in the U.S. OCGT estimates that of this group, at least 300,000
physicians would benefit from the use of OCGT's healthcare products.
According to a Harris Interactive nationwide survey of practicing physicians
released March 28, 2000,
o 51% of physicians access the Internet from their personal office areas
o 34% of physicians access the Internet in their clinical work areas
Since 51% of physicians access the Internet from their personal office and 34%
access it from clinical areas, it is reasonable to assume that at the present
time 150,000 physicians can use OCGT's Web sites from their office and 100,000
can use it from various areas of their office. It should be noted that the
Harris survey is a year old. The Pew tracking report shows the continuing
growth in Internet access, with an 18% increase in the last six months of the
year 2000. It is therefore reasonable to assume that the potential market is
currently actually larger and is continuing to grow.
The Pew Internet & American Life Project: Internet tracking report, released
on February 18, 2001, stated, "Comparing figures gathered in our tracking
survey in May and June with figures gathered between Thanksgiving and
Christmas, we find that the number of American adults with Internet access
grew from about 88 million to more than 104 million in the second half of
2000." This is an 18% increase in six months.
The Pew Internet & American Life Project: Online life report, released
November 26, 2000, stated that "Fifty-two million American adults, or 55% of
those with Internet access, have used the Web to get health or medical
information. We call them 'health seekers' and a majority of them go online at
least once a month for health information. A great many health seekers say the
resources they find on the Web have a direct effect on the decisions they make
about their health care and on their interactions with doctors." This creates
a very large, continually growing potential market for the YOH Site.
Revenue Sources and Marketing Strategy: OCGT believes that its initial and
potentially largest source of revenues will be derived from the sale of
advertising. Its second source of revenues will be from outcomes research and
an additional source of income will be derived from fees for use of the
PrimeCare System.
Advertising Revenues. An article appearing in CNET News.com from
Knowledge@Wharton.com, August 7, 2000 stated, ".... Pharmaceutical companies
currently spend $2 billion in direct-to-consumer advertising. Johnson &
Johnson has said it will move 40 percent of its ad budget to the Internet. If
everyone moves 40 percent to the Internet, that's almost $1 billion...."
Since physicians see, on average, 500 patients per month, OCGT recognized that
this segment of the healthcare market is capable of generating the greatest
activity at its Web sites and thus, the largest amount of advertising
revenues.
OCGT's products provide significant benefits to healthcare providers. However,
to maximize the healthcare provider's desire to use its Web Sites, OCGT
devised a marketing strategy which gives each healthcare provider a share of
the revenues generated through that providers use of the Web products. In
addition, OCGT gives physicians free access to and use of its Web products.
Our "revenue sharing" concept is supported by an October 2000 survey,
conducted by Medem, the secure patient-physician e-health network, founded by
the nation's leading medical specialty societies and the American Medical
Association (AMA), released on November 6, 2000, which stated "that
physicians overwhelmingly believe in the value of a robust Web site for their
practice. In addition, half of physicians surveyed said they would be more
interested in using e-mail to communicate with patients if they were
reimbursed for it." The survey also stated, "These results show that
physicians embrace the concept of online communications with their patients if
a clear office function is addressed or an increased office efficiency can be
demonstrated." Our products more than meet these criteria.
The fact that the physicians share in the advertising revenues is a strong
motivation for physicians to use OCGT's healthcare Web sites. This relieves
OCGT of the enormous costs normally associated with driving traffic to Web
sites.
The advertising revenue potential from patients viewing impressions on the HPI
Questionnaires is substantial. Patient interactive HPI Questionnaires average
25 screen pages per Questionnaire. Each page has room for two sponsorships and
up to 7 ad impressions for a total of 9 impressions per page. Assuming only 5
of the 9 impressions per page are sold at $.03 per impression (a $30 cpm
rate), potential revenue per Questionnaire is $3.75. Physicians average 500
patient visits per month. Therefore, assuming that a physician spends two
months on vacations, holidays, seminars, conferences, etc. the potential
annual ad revenue per physician using PCW is $18,750.Therefore, 1,000
physicians could generate $18,750,000 per year.
Outcomes Research. OCGT anticipates receiving significant fees for conducting
outcomes research for pharmaceutical companies and teaching hospitals. OCGT
anonymizes, encrypts and stores both the completed diagnostic and follow-up
Questionnaires. This ever-growing medical database can be analyzed in various
ways to determine the effectiveness of treatment plans, medications, etc.
The PrimeCare System. OCGT believes that after using the PCW Site for several
months, healthcare providers will recognize the benefits of using the full
system including the CodeComplier, not just the HPI section, and will be
willing to pay a monthly license fee for this service.
Targeting The Market: The primary focus is on targeting healthcare provider
organizations whose physicians can drive the most traffic to the Web sites.
OCGT is establishing business relationships with organizations that currently
deal with healthcare providers. These organizations consist of MSOs, IPAs,
GPOs, etc., marketers of software and hardware, such as, office management
system vendors, other healthcare Web sites, etc. OCGT enters into revenue
sharing agreements with these organizations. OCGT currently recruits and
trains these organizations through: (a) its sales and marketing staff ;and (b)
through independent consultants. The independent consultants are compensated
solely on a commission bases. OCGT intends to expand both its in house staff
and its consultant network.
To date, the Company has entered into an agreement with Hackensack University
Medical Center ("HUMC"). The agreement provides for the use of the Company's
Web sites by HUMC's MSO, North Jersey Medical Management Services, L.L.C.
The MSO has over 1,000 physicians. HUMC and its Physicians Hospital
Organization have created www.HUMCMD.net , the only complete Physician/Patient
Internet Service Provider ("ISP") providing top quality Internet connectivity
to members of its physician network, plus access to key internal HUMC
applications.
The site has both a Physician Portal and Patient Portal. The site currently
contains the Company's PCW Site and YOH Site. On the Physician Portal, the
banner on top alternates between the YOH Site and HUMC's message. The column
on the left hand side of the Physician Portal contains a section entitled
"Primecare". Under the title is "Official Website" which gives access to the
PCW Site and beneath that is "Registration" which provides an entry for
physicians to register for the PCW Site.
The Patient Portal contains a banner on top alternates between the YOH Site
and HUMC's message. The column on the left hand side of the Patient Portal
contains a link to the YOH Site. Both Portals contain a message on their home
page which state, "From the convenience of their home, patients can schedule
an appointment with their physician as well as fill out pre-appointment
questionnaires". HUMC is currently distributing CD ROMs containing its ISP
software to Staff Physicians. We recently attended a Medical Staff Meeting
and demonstrated the Web sites followed by a question and answer session. We
have been invited to demonstrate the Web sites at future Medical Staff
Meetings. HUMC Administration is in the process of obtaining permission for
a Company sales person to have access to the Physicians' Lounge, on a
regularly scheduled basis, to demonstrate the Web sites and register
physicians to use the Web sites. HUMC is distributing literature to its
Staff Physicians explaining the Web sites and the benefits physicians will
gain from using the Web sites.
The Company has also contracted with Advantage Healthcare Net ("AHN") for use
of the Company's Web sites by AHN's 260+ Members organizations and their
2,500+ physicians. AHN is a regional group purchasing organization covering
North Dakota, South Dakota, Minnesota and eastern Montana. It is a Strategic
Marketing Affiliate of Salt Lake City-based Intermountain Health Care
(www.IHC.com/Amerinet), which is one of three shareholders of Amerinet,
(www.Amerinet-GPO.com). Amerinet is the nation's largest membership-based
healthcare group purchasing organization. AmeriNet is located in all 50
states and has a combined membership of 14,790 facilities. AHN's affiliation
with IHC and AmeriNet could lead to additional marketing relationships for the
PSI sites. AHN maintains an Intranet for its members use, which has recently
been redesigned. The new AHN Intranet features links to the Company's Web
sites. AHN is starting a marketing campaign to its members about its Intranet
and includes information about the benefits its physician members will derive
from using the Company's Web sites.
In addition, OCGT continues to market the PrimeCare Patient Management System
and the CodeComplier as turnkey systems within a physician's office.
OCGT believes that it could provide sufficient working capital from operations
through marketing its Internet products, the Window 95/98/NT version of the
PrimeCareTM System and CodeComplierTM.
Currently, OCGT has no lines of credit and has no material commitments for
capital expenditures outstanding.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No Report on Form 8-K, was filed during the quarter ended March 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
OCG TECHNOLOGY, INC.
BY: /s/Edward C. Levine
-------------------------------
EDWARD C. LEVINE,
PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)
DATED: May 15, 2001