<pre>
U.S. 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 December 31, 2002
[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 [no fee required]
Commission File Number 000-3149
MEDIABUS NETWORKS,INC.
(Exact name of registrant as specified in its charter)
Florida 65-0832987
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
2900 Delk Road
Suite 700
PMB 113
Marietta, GA 30067
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 977-0944
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(b) 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
Common Stock, issued and outstanding as of February 10, 2003: 12,107,140.
PART I
Item 1. Financial Statement
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
<table>
Balance Sheet
December 31, June 30,
2002 2002
---------------- --------------
(Unaudited) (Audited)
<c> <c>
ASSETS
Current assets:
Cash and cash equivalents $ 95 $ 95
Trade Receivable 212 212
Inventories 0 -
Income tax receivables 0 -
Other 3,000 3,000
-------------- --------------
Total current assets $ 3,307 $ 3,307
============== ==============
Investments
Goodwill - -
Long-term receivables - -
Furniture, fixtures & Equip. - -
Property and equipment, net - -
Other assets - -
---------------- ------------------
Total assets $ 3,307 $ 3,307
================ ==================
LIABILITIES
Current liabilities:
Accounts Payable $ 3,393 $ 3,936
Accrued Liabilities 12,743 12,743
Advances from officers 55,134 55,134
Other current liabilities 26,223 26,223
---------------- ------------------
Total current liabilities $ 42,902 $ 42,902
================ ==================
STOCKHOLDERS' EQUITY
Shareholders Equity (deficiency)
Preferred Stock
par value at $0.001, 50,000,000 shares
authorized, none issued and outstanding - -
Common Stock
par value at $0.001, 100,000,000 shares
authorized, 7,841,798 and 7,035,000 shares
issued and outstanding, respectively 238 238
Additional Paid In Capital 3,500,405 3,500,238
Accumulated deficit (3,540,238) (3,540,238)
---------------- -------------------
Total Shareholders Equity (deficit) (39,595) (39,595)
----------------- -------------------
Total Liabilities & Shareholders Equity 3,307 3,307
================== ===================
</table>
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
Statement of Operations
(Unaudited)
<table>
For the Threee Months Ended From Inception
December 31, to December 31,
2002 2001 2002
------------------------------ ----------------
(unaudited) (audited) (unaudited)
<c> <c> <c>
Revenues:
Revenues - - -
Total Revenues - - -
Expenses:
General and administrative expenses 0 38,701 3,495,306
----------- ------------- ------------
Net Loss from Operations 0 (38,701) (3,495,306)
----------- ------------- ------------
Other Income and Expenses:
Interest expense 0 - (423)
Other Commission Income - - 126,000
Loss on Sale of Auto - - (10,986)
Gain on Sale of Investments - - 2,077
Gain (Loss) on asset disposition 0 - (160,000)
------------ ------------- ------------
Total other income (expense) 0 - (43,332)
Income (loss) before income tax 0 (38,701) (3,538,638)
Income tax expense (benefit) 0 - 1,600
----------- ------------ -----------
Net Loss 0 (38,701) (3,540,238)
============ ============== =============
Basic and Diluted Earnings Per Common Share 0.00 (0.006) *
Weighted Average number of Common Shares
used in per share calculations 7,841,798 7,000,560 8,206,466
============ ============== =============
</table>
MediaBus Networks, Inc.
formerly B Y & C Management, Inc.
(A Development Stage Enterprise)
-----------------------------------------
For the Three Months Ended From Inception
December 31 to December 31
----------------------------------------- -------------------
2002 2001 2002
------------------- -------------------- -------------------
Cash Flows from Operating Activities:
-------------------------------------
Net Income (Loss) $ 0 $ (38,701) $ (3,540,238)
Changes in operating assets and
liabilities:
Depreciation - 5,362
Loss on Sale of Auto - 10,986
Gain on Sale on Investments - (2,077)
Advances from Officers 40,479 55,134
Stock issued for Services - 2,835,509
Increase in accounts payable and 21
other expenses - - 14,690
------------------- -------------------- -------------------
Net Cash Used in Operating Activities $ 0 $ 1,799 $ (620,634)
Cash Flows from Investing Activities:
-------------------------------------
Sale of Auto - - 5,100
Purchase of Auto (21,448)
Purchase of Investment (3,633)
Investments Sold - - 5,710
------------------- -------------------- -------------------
Net Cash Used in Investing Activities $ - $ - $ (14,271)
------------------- -------------------- -------------------
Cash Flows from Financing Activities:
-------------------------------------
Proceeds from short term debt - - 100,000
Repayments from short term debt - - (75,000)
Common Stock - - 610,000
------------------- -------------------- -------------------
Net Cash Provided for Financing Activities $ - $ - $ 635,000
------------------- -------------------- -------------------
Net Increase (Decrease) in Cash $ - $ 1,799
Cash Balance, Begin Period - 2,479
------------------- --------------------
Cash Balance, End Period $ - $ 4,278
=================== ====================
MediaBus Networks, Inc. (A Development Stage Company)
Statements of Stockholders' Equity (Deficiency in Assets)
From April 28, 1998 (Inception) Through December 31, 2002
Retained Total
Additional Earning Stockholders'
Common $0.0000303 Paid-In (Accumulate Equity
Shares * Par Value * Capital Deficit) (Deficiency)
------------ ---------- ---------- ----------- ------------
Inception, April 28, 1998 - $ - $ - $ - $ -
Common stock issuance for services - April, 1998 229,350,000 6,950 - - 6,950
Net income - - - 57,379 57,379
------------ ---------- --------- ----------- -------------
Balance, June 30, 1998 229,350,000 6,950 - 57,379 64,329
Net loss - - - (43,697) (43,697)
------------ ---------- --------- ----------- ------------
Balance, June 30, 1999 229,350,000 6,950 - 13,682 20,632
Net loss - - - (20,381) (20,381)
------------ ---------- --------- ----------- ------------
Balance, June 30, 2000 229,350,000 6,950 - (6,699) 251
Common stock issuance for cash - August, 2000 2,145,000 65 64,935 - 65,000
Common stock issuance for services - November, 2000 660,000 20 19,980 - 20,000
Net loss - - - (97,427) (97,427)
------------ ---------- --------- ----------- ------------
Balance, June 30, 2001 232,155,000 7,035 84,915 (104,126) (12,176)
Director shares returned to the
treasury - January, 2002 (171,600,000) (5,200) 5,200 - -
Forgiveness of debt on stockholder
advances - January, 2002 - - 55,134 - 55,134
Principal stockholder shares returned
to the treasury - January, 2002 (54,844,950) (1,662) 1,662 - -
Common stock issued for
purchase of iDVDbox, Inc. - January, 2002 478,260 15 749,985 - 750,000
Common stock issued for
Stephen Cavayero note - January, 2002 478,260 14 749,986 - 750,000
Common stock issued for cash -
January and February, 2002 342,857 11 544,989 - 545,000
Common stock issued for
Stephen Cavayero employment - January, 2002 188,305 6 295,137 - 295,143
Common stock issued to
MediaBus Networks, Inc. management as bonus
- January, 2002 1,788,891 54 2,808,505 - 2,808,559
Common stock canceled - May, 2002 (1,144,825) (35) (1,795,108) - (1,795,143)
Net loss - - - (3,436,112) (3,436,112)
------------ ---------- ----------- ------------- ------------
Balance, December 31, 2002 7,841,798 $238 $3,500,405 $(3,540,238) $(39,595)
* Restated to reflect a 4 for 1 stock split declared August 15, 2001 and a
8.25 for 1 stock split (effectuated by a dividend) declared January 18,
2002.
See accompanying notes to financial statements.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
December 31, 2002
------------------
(Unaudited)
-----------
MediaBus Networks, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
MediaBus Networks, inc., formerly B Y & C Management, Inc. ("the Company")
was incorporated under the laws of the State of Florida on April 28, 1998.
The Company's initial business plan was for an internet based association
of property management professionals and licensed real estate brokers that
intended to provide continuing education classes, to promote the adoption
of national standardized policies and procedures, and to develop
certification programs for its member communities. The Company has been in
the development stage since its inception. The Company briefly moved into
technologies and services that allow for the distribution and virtual
access of audio, video and interactive content to consumers and business
environments. On January 7, 2002, Kenneth O. Lipscomb acquired a temporary
controlling interest in the Company by purchasing 56,100,000 shares of the
Company's common stock (post-split basis) for $300,000 from three former
members of the Board of Directors. 54,844,950 of these shares were
returned to the treasury in accordance with a business acquisition
described in Note 3. The Company's common stock currently trades on the
OTC Bulletin Board under the ticker symbol MDBU.
Basis of Presentation
Management is currently evaluating various strategic opportunities to
enable the Company to begin planned principal operations. The unwinding
of the Asset Purchase Agreement with iDVDBox, Inc. in May 2002 (more fully
described in Note 3 below) has effectively made the Company into a "shell,"
with approximately $3,000 in aggregate assets and a deficiency in working
capital of approximately $40,000. At any time, the stockholders could
elect to discontinue operations, as no recent funding sources have
materialized. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of the
recorded asset amounts or the amounts and classification of liabilities
that might be necessary should the Company be unable to continue in
existence.
Capital Stock
The Company has a total of 400,000,000 authorized common shares with a par
value of $0.0000303 per share and with 7,841,798 and 232,155,000 common
shares issued and outstanding as of December 31, 2002 and June 30, 2001
respectively. These figures reflect a common stock split of 4 for 1
occurring August 15, 2002 and a 8.25 for 1 common stock split (effectuated
by a dividend) occurring January 18, 2002. The Company has a total of
50,000,000 authorized shares of preferred stock with a par value of $0.001
and no shares are outstanding.
Development Stage Enterprise
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board Statement No. 7. The Company is devoting all of
its present efforts in securing and establishing a new business, and its
planned principal operations have not commenced, and, accordingly, no
revenue has been derived during the organizational period other than the
initial non-operating revenue of $126,000.
<page>F-6
MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
December 31, 2002
Note 1 - Summary of Significant Accounting Policies (continued)
Federal Income Tax
The Company accounts for income taxes pursuant to the provisions of
Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes", which requires an asset and liability approach to
calculating deferred income taxes. The asset and liability approach
requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of assets and liabilities.
The Company has federal net operating loss carryovers of approximately
$3,500,000 that will expire in the years 2020 through and 2022. Due to the
unlikelihood of future utilization, the Company has recorded a valuation
allowance in full against the approximate $1,000,000 tax benefit of these
net operating loss carryovers. The result is that no net deferred tax
asset has been recorded on the financial statements at the reporting date.
The Company has not filed any corporate income tax returns for the period
subsequent to April 30, 2001.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure on 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.
Fair Value of Financial Instruments
Under Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," the Company discloses estimated
fair values for its financial instruments. The following summary presents
a description of its methodologies and assumptions used to determine such
amounts. Fair value estimates are made at a specific point in time and are
based on relevant market information and information about the financial
instrument; they are subjective in nature and involve uncertainties and
matters of judgment and therefore, cannot be determined with precision.
These estimates do not reflect any premium or discount that could result
from offering for sale at one time the Company's entire holdings of a
particular instrument. Changes in assumptions could significantly affect
the estimates.
Since the fair value is estimated at December 31, 2002, the amounts that will
actually be realized or paid at settlement of the instruments could be
significantly different. The carrying amount of cash and cash equivalents
is assumed to be the fair value because of the liquidity of these
instruments. Accounts receivable, prepaid expenses, accounts payable,
accrued expenses, and income taxes payable approximate fair value because
of the short maturity of these instruments. The short-term note payable
accrues interest at a market rate.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit and highly
liquid debt instruments with original maturities of three months or less.
All funds on deposit are currently with one financial institution.
<page>F-7
MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
December 31, 2002
Note 1 - Summary of Significant Accounting Policies (continued)
Net Income (Loss) per Common Share
Basic net income (loss) per share is computed on the basis of the weighted
average number of common shares outstanding during each period.
Diluted net income per share is computed using the weighted-average number
of common shares and dilutive potential common shares outstanding during
the period. Diluted net loss per share is computed using the weighted-
average number of common shares and excludes dilutive potential common
shares outstanding, as their effect is antidilutive. Dilutive potential
common shares consist of common stock warrants.
Weighted average common shares outstanding for the periods presented
through June 30, 2001 have been retroactively restated to reflect common
stock splits of 4 for 1 occurring on August 15, 2001 and 8.25 for 1
occurring on January 19, 2002.
Accounting for Certain Transactions Involving Stock Compensation The
Company has elected to comply with the fair value based method of
accounting prescribed by Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation," for its common stock
compensation to employees. Recent Accounting Pronouncements In July 2001,
the Financial Accounting Standards Board issued Statements of Financial
Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill
and Other Intangible Assets". SFAS No. 141 establishes accounting and
reporting standards for business combinations and eliminates the pooling-
of-interests method of accounting for those combinations completed after
June 30, 2001 or initiated after July 1, 2001. SFAS No, 141 also includes
new criteria to recognize intangible assets separately from goodwill. SFAS
No. 142 addresses the financial accounting and reporting standards
pertaining to the lives of acquired goodwill and other intangible assets.
Goodwill and intangibles with indefinite lives will no longer be amortized,
but will be tested at least annually for indications of impairment.
Separate intangible assets that are not deemed to have an indefinite life
will continue to be amortized over their useful lives. n June 2001, the
Financial Accounting Standards Board issued SFAS No. 143, Accounting for
Asset Retirement Obligations," which is effective for financial statements
issued for fiscal years beginning after June 15, 2002, and which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset
retirement costs.In August 2001, the Financial Accounting Standards Board
issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets, which is effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within those
years, which supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" and provides
guidance for estimating the recoverability of the carrying amount of these
assets through a probability-weighted cash flow approach.
<page>F-8
MediaBus Networks, Inc. (A Development Stage Company)
Notes to Financial Statements
December 31, 2002
Note 1 - Summary of Significant Accounting Policies (concluded)
Recent Accounting Pronouncements (continued)
In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and
Technical Corrections," effective for financial statements issued after May
25, 2002, which effectively amends SFAS No. 13, "Accounting for Leases," to
eliminate an inconsistency involving sale-leaseback transactions and also
gives clarity to other existing authoritative pronouncements.
In June 2002, the Financial Accounting standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities,"
effective for exit or disposal activities after December 15, 2002, which
addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issue Task Force (EITF) Issue
No. 94-3, "Liability Recognition for Certain Employee Termination benefits
and Other Costs to exit an Activity (including Certain Costs
Incurred in a Restructuring).
In October 2002, the Financial Accounting Standards Board issued SFAS No.
147, "Acquisitions of Certain Financial Institutions - an amendment of SFAS
No. 72 and 144 and FASB Interpretation No. 9," applicable for acquisitions
on or after October 1, 2002, which generally removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9, requires that those transactions be accounted for in
accordance with SFAS No. 141 and 142, and amends SFAS No. 144 to include in
its scope certain long-term customer-relationship intangible assets of
financial institutions.
In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, "Accounting for stock-Based Compensation - Transition and Disclosure -
an amendment of SFAS No. 123," which is effective for fiscal years ending
after December 15, 2002 and provides alternative methods of transitions for
a voluntary change to the fair value based method of accounting for stock-
based employee compensation.
Adoption of the above accounting pronouncements is note expects to have a
material effect on the Company's financial statements.
Reclassifications
Certain reclassifications have been made to the prior year's financial
statements in order to conform to the current presentation.
Note 2 - Short-term Note
On February 15, 2002, the Company received a short-term loan from Brighton
Opportunity Fund, L.P. in the form of a 365-day promissory note for
$100,000. The loan is unsecured and accrues interest at a bank reference
rate (4.75% at June 30, 2002). $75,000 of the principal was repaid on
February 21, 2002, leaving an unpaid paid balance at June 30, 2002 of
$25,000. Accrued interest on the loan during the year ended June 30, 2002
amounted to $423.
<page>F-9
MediaBus Networks, Inc. (A Development stage Company)
Notes to Financial Statements
December 31, 2002
Note 3 - Business Acquisition
On January 8, 2002, the Company acquired the assets and certain liabilities
of iDVDBox, Inc. through an Asset Purchase Agreement. The Company acquired
all property and equipment, inventory, intellectual property, customer
lists and other intangible assets. The Company also became obligated for
certain liabilities and notes payable.
The Company issued the shareholders of iDVDBox, Inc. an aggregate amount of
478,260 restricted common shares in exchange and consideration for the net
assets valued at $750,000 (approximately $1.57 per share). An
additional 478,260 restricted common shares were issued in full payment of
a $750,000 note the Company became obligated for as part of the Asset
Purchase Agreement. The Company also recognized goodwill of $2,213,424 on
the transaction, as the difference between the fair value of assets
purchased (property and inventory valued at $105,776) and liabilities
assumed ($819,200) plus common stock issued ($1,500,000).
The board of directors of the Company approved an Employment Agreement with
Stephen Cavayero pursuant to the iDVDBox, Inc. Asset Purchase Agreement
whereby Mr. Cavayero was issued an additional 188,305 restricted shares of
common stock valued at $295,143. This agreement was canceled through the
"Unwind Agreement" (noted below), and the Company canceled the shares of
common stock previously issued.
In accordance with the iDVDBox Asset Purchase Agreement, the principal
shareholder of the Company returned 54,844,950 common shares to the
treasury, so that the 478,260 aggregate amount of restricted common shares
issued to the shareholders of iDVDBox, Inc. would consist of 5% of the
fully diluted amount of the Company's common stock outstanding. The
computation included stock options (subsequently canceled) on 562,165
restricted common shares granted to an individual and exercisable at $3.50
per share until January 24, 2003.
On May 10, 2002 the Company and iDVDBox, Inc. entered into an agreement to
"Unwind" the Asset Purchase Agreement. All assets and unpaid liabilities
of iDVDBox, Inc. were transferred back and the 956,520 shares of common
stock issued in connection with the original agreement were returned and
canceled. A loss of $160,000 was recognized on the transaction, consisting
of $135,000 in certain liabilities previously paid under the Asset Purchase
Agreement while it was in effect, and $25,000 in due diligence costs.
Note 4 - Forgiveness of Debt
During the year ended June 30, 2002, aggregate advances from two
shareholders in the amount of $55,134 were forgiven and transferred to
additional paid-in capital as part of a stock purchase arrangement.
Note 5 - Stock Options
In January 2002, 562,165 common stock options were granted to an individual
investor, exercisable at $3.50 per share until January 24, 2003. These
options were subsequently canceled retroactive to June 1, 2002.
Note 6 - Management Bonus
In January 2002, the management employees of the Company received a bonus
consisting in aggregate of 1,788,891 restricted shares of the Company's
common stock, valued at $2,808,559 ($1.57 per share, the estimated market
price).
<page>F-10
Item 2. Management Discussion and Analysis and Plan of Operations
We had hoped to continue to pursue the hotel market for interactive media
distribution, but we were not been able to acquire the necessary funding
for the project. As such we laid off all employees of the Company and have
scaled operations down to a minimum. We are now searching for a merger
candidate and/or significant acquisition.
In our opinion, we do not have available funds to satisfy our working
capital requirements. We need to raise additional capital immediately to
conduct our operations. Such additional capital may be raised through
public or private financing as well as borrowings and other sources. We
cannot guaranty that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, we may have to
contemplated a plan of reorganization and/or liquidation in the event that
we do not acquire financing.
We are not currently conducting any research and development activities,
other than the search for a merger candidate. We do not anticipate
conducting any other such activities in the next three months.
We do not anticipate that we will hire any employees in the next three to
six months, unless we acquire financing. We believe our future success
depends in large part upon the success in finding a qualified merger
candidate.
Plan of Operations
We have not engaged in any material operations or had any revenues from
operations since June 28, 2002. Our plan of operation for the next twelve
months will be entirely contingent on the acquisition of assets, property
or business that may benefit our Company and its stockholders. Because we
have no substantial financial resources, management believes we will be
required to issue equity securities as the sole consideration for such an
acquisition.
During the next twelve months, our operating expenses will consist of the
legal, accounting and administrative expenses associated with preparing and
distributing reports to stockholders and investigating potential business
opportunities. Accordingly, management believes that our current cash
resources will probably be adequate for our Company's anticipated needs. In
the event that additional funding is required to review or investigate any
potential merger or acquisition candidate, we may attempt to raise the
required capital through a private placement to accredited investors. Since
we have not identified any potential targets as of the date of this Form
10-QSB, it is impossible to predict whether additional capital may be
required during the next 12 months.
Except for the additional shares that may be issued to our legal counsel
and certain consultants, our management team has no plans to offer or sell
any securities for cash. However, we may decide to engage in such
activities in the future. In such an event, we will probably sell
securities for cash in a private placement transaction because Rule 419
severely restricts the ability of blank check companies to offer registered
securities for cash and use the proceeds of such an offering in their
business. Since we are not conducting a registered offering of securities
at the present time and do not intend to conduct such an offering in the
foreseeable future, our management team does not believe that Rule 419 will
be applicable to our proposed activities.
PART II
Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
Exhibit No. Description
- ----------- -----------
99.1 Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act Of 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/KENNETH O. LIPSCOMB
Kenneth O. Lipscomb Chairman & President February 10, 2003
EXHIBITS FILED WITH THIS REPORT
Exhibit
Number Description
- ------ -----------
99.1 Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act Of 2002