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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended January 31, 2001
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _____ to ____
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Commission File Number 0-15362
NAVTECH, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2340 Garden Road, Monterey, California 93940
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (519) 747-9883
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
The number of shares outstanding of the issuer's common stock as of
February 28, 2001 was 3,697,140 shares.
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NAVTECH, INC.
FORM 10-QSB
For the Quarter Ended January 31, 2001
INDEX
Part I. Financial Information
Item 1. Financial Statements Page
----
a) Consolidated Statements of Operations
for the Three Months Ended January 31, 2001 and 2000.... 1
b) Consolidated Balance Sheets
as of January 31, 2001 and October 31, 2000............. 2
c) Consolidated Statements of Cash Flow
for the Three Months Ended January 31, 2001 and 2000.... 3
d) Notes to Consolidated Financial Statements.............. 4
Item 2. Management's Discussion and Analysis
or Plan of Operation........................................ 8
Part II. Other Information
Item 1. Legal Proceedings...........................................12
Item 6. Exhibits and Reports on Form 8-K............................12
Signatures....................................................................13
Part I. Financial Information
Item 1. Consolidated Financial Statements
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended January 31, 2000 2001
- --------------------------------------------------------------------------------------------------------------------
REVENUE
Service fees $ 1,365,697 $ 1,361,171
Software license fees 610,095 -
- --------------------------------------------------------------------------------------------------------------------
Total revenue 1,975,792 1,361,171
- --------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Cost of services 927,172 908,441
Cost of software license fees 36,489 -
Research and development 17,156 95,347
Sales and marketing 90,500 273,201
General and administrative 581,457 498,930
Provision for (recovery of) bad debt - related party 18,921 -
Amortization of goodwill 2,826 2,800
- --------------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,674,521 1,778,719
- --------------------------------------------------------------------------------------------------------------------
Income (loss) from operations 301,271 (417,548)
- --------------------------------------------------------------------------------------------------------------------
Other income (expense)
Interest revenue 15,817 -
Interest expense (71,226) (34,814)
- --------------------------------------------------------------------------------------------------------------------
(55,409) (34,814)
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Income (loss) before income taxes 245,862 (452,362)
Income taxes (recovery) 125,793 (116,394)
- --------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ 120,069 $ (335,968)
- --------------------------------------------------------------------------------------------------------------------
Net earnings (loss) per share
Basic and diluted $ 0.06 $ (0.10)
- --------------------------------------------------------------------------------------------------------------------
See accompanying notes.
NAVTECH, INC.
CONSOLIDATED BALANCE SHEETS
October 31, January 31,
2000 2001(1)
- --------------------------------------------------------------------------------- ---------------- -----------------
ASSETS
Current assets
Cash and cash equivalents $ 371,639 $ 118,805
Accounts receivable (net of allowance for bad debts of $135,839; 904,336 915,995
2000 - $122,370)
Investment tax credits receivable 100,238 102,074
Prepaid expenses and other 79,681 120,711
- --------------------------------------------------------------------------------- ---------------- -----------------
1,455,894 1,257,585
Capital assets 663,802 664,495
Due from related party 36,809 -
Goodwill (net of accumulated amortization of $24,162; 2000 - $21,362) 109,638 106,838
- --------------------------------------------------------------------------------- ---------------- -----------------
$ 2,266,143 $ 2,028,918
- --------------------------------------------------------------------------------- ---------------- -----------------
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 732,488 $ 985,730
Income taxes payable 184,209 71,225
Due to related parties - current portion 133,971 132,232
Long-term debt - current portion 173,626 179,928
Obligations under capital lease - current portion 2,525 2,675
Deferred lease inducements - current portion 14,196 14,457
- --------------------------------------------------------------------------------- ---------------- -----------------
1,241,015 1,386,247
Due to related parties 310,790 280,920
Long-term debt 175,578 139,323
Obligations under capital lease 5,801 5,198
Deferred lease inducements 70,980 68,668
- --------------------------------------------------------------------------------- ---------------- -----------------
1,804,164 1,880,356
- --------------------------------------------------------------------------------- ---------------- -----------------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Share capital 3,917 3,967
Treasury stock (942,686) (942,686)
Additional paid-in capital 3,133,472 3,154,047
Accumulated other comprehensive income 45,766 47,686
Deficit (1,778,490) (2,114,452)
- --------------------------------------------------------------------------------- ---------------- -----------------
461,979 148,562
- --------------------------------------------------------------------------------- ---------------- -----------------
$ 2,266,143 $ 2,028,918
- --------------------------------------------------------------------------------- ---------------- -----------------
(1) Unaudited
See accompanying notes.
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended January 31, 2000 2001
- ----------------------------------------------------------------------- ---------------- -----------------
OPERATING ACTIVITIES
Net earnings (loss) $ 120,069 $ (335,968)
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation 22,673 41,812
Amortization of goodwill 2,826 2,800
Provision for uncollectible accounts 75,032 12,784
Recovery of bad debt - former parent company 18,921 -
Deferred lease inducements (3717) (3,569)
Decrease in operating assets - net 204,546 (58,244)
Increase in operating liabilities - net (240,953) 128,845
- ----------------------------------------------------------------------- ---------------- -----------------
199,397 (211,538)
- ----------------------------------------------------------------------- ---------------- -----------------
INVESTING ACTIVITIES
Advances to former parent company, net (39,802) 37,164
Purchase of capital assets (25,879) (35,554)
- ----------------------------------------------------------------------- ---------------- -----------------
(65,681) 1,610
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FINANCING ACTIVITIES
Issuance of common shares - 20,625
Payment of long-term debt (79,841) (51,176)
Payment of notes (14,466) (13,622)
- ----------------------------------------------------------------------- ---------------- -----------------
(94,307) (44,173)
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EFFECT OF FOREIGN EXCHANGE RATES ON CASH 4,185 1,267
- ----------------------------------------------------------------------- ---------------- -----------------
Net cash flow 43,594 (252,834)
Cash and cash equivalents, beginning of year 4,504 371,639
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Cash and cash equivalents, end of year $ 48,098 $ 118,805
- ----------------------------------------------------------------------- ---------------- -----------------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ (60,126) $ (29,775)
Cash paid during the period for income taxes $ - $ -
- ----------------------------------------------------------------------- ---------------- -----------------
See accompanying notes.
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
DESCRIPTION OF BUSINESS AND ORGANIZATION
Navtech, Inc. (Navtech-US) was originally incorporated in the State of New York
in 1981 and then reincorporated in the State of Delaware in 1987. Navtech
Systems Support Inc. (Navtech-Canada), a wholly-owned subsidiary of Navtech-US,
was incorporated in the Province of Ontario in 1987. Navtech (UK) Limited
(Navtech-UK), a wholly-owned subsidiary of Navtech-Canada, was incorporated in
the United Kingdom in 1994. When we refer to Navtech, we are speaking of
Navtech-US and its subsidiaries.
Our head office is located at 2340 Garden Road, Suite 102, Monterey, CA 93940.
We maintain a website at www.navtechinc.com. Our common stock is publicly traded
on the OTC Electronic Bulletin Board of the National Association of Securities
Dealers under the symbol "NAVH". Our Investor Relations Department can be
reached at (519) 747-9883.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet as of January 31, 2001, and the consolidated
statements of operations and consolidated condensed statements of cash flows for
the three months ended January 31, 2001 and 2000, have been prepared by us
without audit. In our opinion, all adjustments (which include only normal
recurring accrual adjustments) necessary to present fairly the financial
position, results of operations and cash flows at January 31, 2001, and for all
periods presented, have been made.
The consolidated financial statements include the accounts of Navtech-US and its
wholly owned subsidiaries, Navtech-Canada and Navtech-UK. All material
intercompany balances and transactions have been eliminated. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translations," assets and liabilities of foreign operations are translated at
current rates of exchange, while results of operations are translated at average
rates in effect for that period. Unrealized translation gains or losses are
shown as a separate component of shareholders' equity.
For information concerning our significant accounting policies, reference is
made to our Annual Report on Form 10-KSB for the year ended October 31, 2000.
Results of operations for the three months ended January 31, 2001 are not
necessarily indicative of the operating results for the full year.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (the "SEC") issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements," which summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition. We record revenues in accordance
with the American Institute of Certified Public Accountants ("AICPA") Statement
of Position ("SOP") 97-2, which is in compliance with SAB 101. Therefore the
adoption of SAB 101 has had no material impact on our revenue recognition
policies.
The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Financial
Instruments and Hedging Activities," in June 1998. SFAS No. 133 requires an
entity to recognize all derivatives and measure those instruments at fair value.
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133." In June 2000, the FASB issued SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," an amendment of
SFAS No. 133. Based on the revised effective date, we adopted SFAS No. 133, as
amended by SFAS No. 138, on November 1, 2000. The adoption of SFAS No. 133, as
amended, had no material effect on our results of operations or financial
position.
In March 2000, the FASB issued FASB Interpretation No. ("FIN") 44, "Accounting
for Certain Transactions Involving Stock Compensation - an Interpretation of APB
Opinion No. 25." FIN 44 clarifies the application of APB Opinion No. 25 to
certain issues including: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of previously fixed stock options or award; and the accounting for the
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 are applicable
retroactively to specific events occurring after either December 15, 1999 or
January 12, 2000. We have determined that the application of FIN 44 had no
material impact on our financial position or results of operations in the first
fiscal quarter.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement
of FASB Statement No. 125." SFAS No. 140 revises the standards for accounting
for securitizations and other transfers of financial assets and collateral. The
accounting standards of SFAS No. 140 are effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. We are in the process of evaluating the impact, if any, on our reported
financial condition or results of operations from the adoption of SFAS No. 140.
COMPREHENSIVE INCOME (LOSS)
The components of our total comprehensive income (loss) were as follows:
Three Months ended January 31,
2000 2001
- --------------------------------------------------------------------------------
Net earnings (loss) $ 120,069 $ (335,968)
Currency translation adjustments (4,034) 1,920
- --------------------------------------------------------------------------------
Comprehensive income (loss) $ 116,035 $ (334,048)
- --------------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per share are calculated as follows:
Three Months ended January 31,
2000 2001
- --------------------------------------------------------------------------------------------------------------------
Numerator:
Net earnings (loss) (A) $ 120,069 $ (335,968)
- --------------------------------------------------------------------------------------------------------------------
Denominator:
Denominator for basic earnings (loss) per share - weighted average
number of common shares outstanding (B) 2,001,980 3,454,757
Effect of dilutive securities:
Employee stock options 9 0
- --------------------------------------------------------------------------------------------------------------------
Denominator for diluted earnings (loss) per share - adjusted weighted
average number of common shares outstanding (C) 2,001,989 3,454,757
- --------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share - basic (A)/(B) $ 0.06 $ (0.10)
- --------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share - diluted (A)/(C) $ 0.06 $ (0.10)
- --------------------------------------------------------------------------------------------------------------------
Dilutive securities consist of employee stock options and warrants. Specific
employee stock options and warrants are excluded if their effect is
antidilutive.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On October 1, 1998, Southern Air Transport, Inc. filed a bankruptcy petition in
the United States Bankruptcy Court for the Southern District of Ohio. In
connection with such proceeding, we have received a demand for the return of
$88,850 in payments made by Southern Air to Navtech-Canada within 90 days prior
to Southern Air's filing of the bankruptcy petition. The demand alleges that the
payments made were preferential payments and must be returned. We believe that
the payments received were for contemporaneous consideration and need not be
returned.
COMPARATIVE FIGURES
Certain accounts for the comparative period have been reclassified to conform
with the presentation adopted in the current year.
SUBSEQUENT EVENTS
On February 1, 2001, we acquired all of the issued and outstanding shares of
common and preferred stock of Airware Solutions Inc., a Canadian company. The
consideration we paid to the common stockholders of Airware consisted of an
aggregate of 133,560 shares of our common stock and warrants to acquire 56,000
shares of our common stock at an exercise price of $1.25 per share. We paid the
preferred stockholders of Airware a cash payment of $50,000 Canadian
(approximately $33,500 US). Concurrently with the closing of the acquisition, we
settled certain obligations of Airware by issuing an aggregate of 76,323 shares
of its common stock and making cash payments totaling $112,000 Canadian
(approximately $75,000 US). We used working capital to satisfy our cash
requirements in connection with the acquisition. The acquisition was accounted
for as a purchase.
Airware develops leading edge scheduling systems for the global airline
industry.
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
This section and other parts of this Form 10-QSB contain forward-looking
statements that involve risks and uncertainties. Our actual results may differ
significantly from the results discussed in the forward-looking statements. The
following discussion should be read in conjunction with the financial statements
and notes found in Item 1 of Part I of this Form 10-QSB. All financial
information is based on our fiscal calendar.
Results of operations
Revenue
Revenue from service fees was approximately $1.4 million in the three months
ended January 31, 2001, consistent with approximately $1.4 million for the three
months ended January 31, 2000. Changes in 2001 include an increase in fees from
existing customers of approximately $129,000 and an increase in fees from new
customers of approximately $71,000. These increases were offset by the loss of
revenue of approximately $87,000 from one-time customers in 2000 and the loss in
fees of approximately $117,000 from customers who ceased operations in prior
quarters.
There was no revenue from software license fees in the three months ended
January 31, 2001 as compared to approximately $610,000 in the three months ended
January 31, 2000. Software license fees are expected to terminate as Navtech
moves completely to an ASP marketing philosophy. This model is expected to yield
long-term benefits since monthly revenues will be higher than those under a
license sale philosophy. Further explanation regarding our switch to an ASP
marketing philosophy can be found in the "Plan of Operation; Sales Efforts"
section.
Costs and expenses
Cost of services decreased approximately 2%, or approximately $19,000, from
approximately $927,000 for the three months ended January 31, 2000 to
approximately $908,000 for the three months ended January 31, 2001. This change
is primarily attributable to a decrease in royalties of approximately $12,000 as
well as net decreases in other operating expenses of approximately $39,000.
Offsetting these decreases was an increase in salaries and benefits of
approximately $13,000 and an increase in communications costs of approximately
$19,000
Cost of software license fees, which were approximately $36,000 for the three
months ended January 31, 2000, were eliminated in the three months ended January
31, 2001. This change is consistent with our change to an ASP marketing
philosophy in the three months ended January 31, 2001.
Research and development expenditures increased approximately $78,000 during the
three months ended January 31, 2001 over the same period in fiscal 2000 due to
the undertaking of two major development projects. We claimed scientific
research and experimental development credits of approximately $17,000 in the
three months ended January 31, 2001 as compared to approximately $10,000 for the
three months ended January 31, 2000, which are reflected as a reduction in the
provision for income taxes.
Sales and marketing expenses increased approximately 202%, or approximately
$183,000, from approximately $90,000 for the three months ended January 31, 2000
to approximately $273,000 for the three months ended January 31, 2001. This
increase is attributable to an increase of salaries and benefits of
approximately $102,000, an increase in travel costs of approximately $43,000 and
an increase in marketing expenses of approximately $38,000.
General and administrative expenses decreased approximately 14%, or
approximately $82,000, from approximately $581,000 for the three months ended
January 31, 2000 to approximately $499,000 for the three months ended January
31, 2001. This decrease is attributable to a decrease in professional fees of
approximately $81,000, a decrease in bad debt expense of approximately $64,000
and a net decrease in other general and administrative expenses of approximately
$15,000. Offsetting these decreases was an increase in salaries and benefits of
approximately $56,000 and an increase in travel costs of approximately $22,000.
Provision for Income Taxes
We recorded an estimated recovery of income taxes of approximately $116,000 for
the three months ended January 31, 2001. This recovery is a result of our
ability to carry back current period losses against profits from prior years.
Our effective tax rate of 26% varies from the statutory U.S. rate due to losses
in the U.S. and U.K. where tax benefits are currently not available to us.
Net earnings (loss)
The unaudited consolidated financial statements reflect a net loss of
approximately $336,000 for the three months ended January 31, 2001 as compared
to net earnings of approximately $120,000 for the three months ended January 31,
2000.
Liquidity and Capital Resources
As of January 31, 2001, our available funds consisted of $118,805 in cash. At
January 31, 2001, we had a working capital deficiency of $128,662 as compared to
working capital of $214,879 as at October 31, 2000.
Cash flows from operations accounted for a net outflow of $211,538, primarily
based on the net loss for the quarter, the depreciation adjustment and a net
decrease in operating assets of approximately $58,000. Offsetting these inflows
was a decrease of approximately $129,000 in operating liabilities.
Cash flows from financing activities for the three months ended January 31, 2001
represent a net outflow of $44,173, primarily due to repayment of existing loans
and related party notes.
Cash flows from investing activities for the three months ended January 31, 2001
represent a net inflow of $1,610, primarily due to the collection of advances to
a related party that was offset by the purchase of fixed assets.
As of January 31, 2001, we had no significant capital commitments except in
connection with the acquisition of Airware Solutions Inc. discussed below under
"Subsequent Events".
SUBSEQUENT EVENTS
On February 1, 2001, we acquired all of the issued and outstanding shares of
common and preferred stock of Airware Solutions Inc., a Canadian company. The
consideration we paid to the common stockholders of Airware consisted of an
aggregate of 133,560 shares of our common stock and warrants to acquire 56,000
shares of our common stock at an exercise price of $1.25 per share. We paid the
preferred stockholders of Airware a cash payment of $50,000 Canadian
(approximately $33,500 US). Concurrently with the closing of the acquisition, we
settled certain obligations of Airware by issuing an aggregate of 76,323 shares
of its common stock and making cash payments totaling $112,000 Canadian
(approximately $75,000 US). We used working capital to satisfy our cash
requirements in connection with the acquisition. The acquisition was accounted
for as a purchase.
Airware develops leading edge scheduling systems for the global airline
industry.
PLAN OF OPERATION
We are targeting four specific areas to provide additional capital and to
improve earnings for this fiscal year.
Equity
Our plans in 2001 are as follows:
o we anticipate that we will need to raise additional equity over the next 6
months to fund our working capital needs in addition to the $100,000 that
has been raised subsequent to January 31, 2001 pursuant to a private
placement
o seek to have our stock relisted on NASDAQ to allow for greater access to
the market for our shareholders
o launch a shareholder oddlot repurchase program designed to reduce costs in
connection with shareholder communications
Line of Credit
Navtech-Canada currently has a demand line of credit of $100,000 Canadian. We
are seeking to renegotiate this operating facility. In addition, we are
negotiating with our U.S. bank for a line of credit. These facilities would be
used in our daily operations. We anticipate that financing requirements specific
to acquisitions of complementary businesses, products or technologies would be
dealt with using debt specific to those transactions.
Sales Initiatives
With our product rebranding complete, we are now focusing our efforts on a new
marketing program designed to reintroduce our full product offering to the North
American, South American and European marketplaces. In fiscal 2000, we took
significant steps in this direction by hiring a new Executive Vice President -
Sales and Marketing and Director of Sales - UK. Both of these individuals bring
with them significant experience in the aviation field having worked with one of
our major competitors in senior positions.
We have historically marketed our products in two ways: (1) we sell licenses to
our software, or (2) we act as an Application Service Provider (ASP). Under the
license sales philosophy we receive a one-time revenue for the license sale;
under the ASP philosophy we receive monthly recurring revenue. Our sales efforts
for our rebranded products are now focused on the ASP philosophy only. The ASP
model is expected to yield long-term benefits since monthly revenue will be
higher than under the license sale model. As an ASP, we manage and distribute
our software-based services and solutions to our customers across a network from
a central data center. We have successfully used the ASP philosophy for over
three years and have extensive experience in deploying and supporting software
under this approach.
In early November 2000, we opened our Denver, Colorado sales office. Our
Executive Vice President - Sales and Marketing is based in this office and will
coordinate our corporate sales and marketing efforts from there using staff in
all of our locations. We have hired additional staff in both the U.S. and the
U.K. in anticipation of the increased efforts.
Further Rationalization
In fiscal 2000 we carried out a detailed review and rationalization of our
operations in order to identify areas for cost reduction or elimination. Our
centralization of all flight planning functions in our Waterloo, Canada office
serves as an example of this review. We have identified further areas of cost
reduction in our fiscal 2001 budgeting process.
Part II. Other Information
Item 1. Legal Proceedings
On October 1, 1998, Southern Air Transport, Inc. filed a bankruptcy petition in
the United States Bankruptcy Court for the Southern District of Ohio. In
connection with such proceeding, we have received a demand for the return of
$88,850 in payments made by Southern Air to Navtech-Canada within 90 days prior
to Southern Air's filing of the bankruptcy petition. The demand alleges that the
payments made were preferential payments and must be returned. We believe that
the payments received were for contemporaneous consideration and need not be
returned.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3(A) Certificate of Incorporation, as amended (1)
3(B) By-Laws, as amended (2)
(b) Reports on Form 8-K
We filed a report on Form 8-K (Item 7) on January 26, 2001 providing a
Consent of Auditors letter.
Items 2 through 5 are not applicable and have been omitted.
(1) We hereby incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our
Quarterly Report on Form 10-QSB for the fiscal quarter ended July 31, 2000.
(2) We hereby incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our
Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999.
Signatures
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
Navtech, Inc.
Date: March 14, 2001 By: /s/ Duncan Macdonald
--------------------------------
Duncan Macdonald
Chairman of the Board and
Chief Executive Officer
By: /s/ David Strucke
--------------------------------
David Strucke
Chief Financial Officer
(Principal Financial and
Accounting Officer)