UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended JUNE 30, 2002 ---------------- [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ---------------- ---------------- Commission file no. 333-70932 ---------- THE JACKSON RIVERS COMPANY -------------------------- (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) FLORIDA 62-1210877 ---------------------------------- -------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Suite 314, Washington Mutual Bank Tower 2401 East Atlantic Boulevard POMPANO BEACH, FLORIDA 33062 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (954) 782-5006 (ISSUER'S TELEPHONE NUMBER) 4045 BAHIA ISLE CIRCLE, WELLINGTON, FL 33467 (FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED) Check whether the registrant (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) as been subject to such filing requirements for past 90 days. Yes X No ---------- -------- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of the issuer's common stock as of latest practicable date (June 30, 2002): 12,018,750 shares Transitional Small Business Disclosure Format (CHECK ONE): Yes No X -------- ------- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following financial statements are filed with this Form 10-QSB: PAGE ---- Accountant's Report F-1 Balance Sheets as of December 31, 2001 (audited) and June 30, 2002 (unaudited) F-2 Statement of Operations for periods ending December 31, 2001 (audited) and June 30, 2002 (unaudited) F-3 Statement of Changes in Stockholders' Equity F-4 Statement of Cash Flows F-5 Notes to Financial Statements F-6 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) REVIEW OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002 TABLE OF CONTENTS PAGE ---- ACCOUNTANTS' REVIEW REPORT 1 FINANCIAL STATEMENTS: BALANCE SHEET 2 STATEMENTS OF OPERATIONS 3 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 4 STATEMENTS OF CASH FLOWS 5 NOTES TO FINANCIAL STATEMENTS 6-9 ACCOUNTANTS' REVIEW REPORT - -------------------------- To the Board of Directors and Stockholders, The Jackson Rivers Company Pompano Beach, Florida We have reviewed the accompanying balance sheet of The Jackson Rivers Company (a Florida corporation and a development stage company) as of June 30, 2002 and the related statements of operations, changes in stockholders' equity, and cash flows for the quarter then ended, year-to-date through June 30, 2002, the period from inception, May 8, 2001, through December 31, 2001 and the period from inception, May 8, 2001, through June 30, 2002. All information included in these financial statements is the responsibility of the Company's management. A review consists primarily of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The financial statements for the year ended December 31, 2001 were audited by us, and we expressed an unqualified opinion on them in our report dated April 1, 2002, but we have not performed any auditing procedures since that date. August 7, 2002 F-1 THE JACKSON RIVERS COMPANY (A Development Stage Company) BALANCE SHEETS ASSETS June 30, 2002 Dec. 31, 2001 (Unaudited) (Audited) -------------------- ---------------------- CURRENT ASSETS Cash $ 53,188 $ 677 Prepaid Expenses 7,500 - Other Assets 957 - -------------------- ---------------------- TOTAL CURRENT ASSETS 61,645 677 PROPERTY & EQUIPMENT Fixed Assets (net of accumulated depreciation) 1,554 - -------------------- ---------------------- TOTAL ASSETS 63,199 677 ==================== ====================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 354 - Accrued Expenses 8,926 159 -------------------- ---------------------- TOTAL LIABILITIES 9,280 159 -------------------- ---------------------- STOCKHOLDERS' EQUITY Common stock; $.001 par value, 100,000,000 shares authorized, 12,019 10,000 12,018,750 and 10,000,000 shares issued and outstanding as of June 30, 2002 and December 31, 2001, respectively Additional Paid-in Capital 83,731 5,000 (Deficit) accumulated during the development stage (41,831) (14,482) -------------------- ---------------------- TOTAL STOCKHOLDERS' EQUITY 53,919 518 -------------------- ---------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 63,199 $ 677 ==================== ====================== See Accountants' Review Report and Accompanying Notes F-2 THE JACKSON RIVERS COMPANY (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2002, YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001, AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH JUNE 30, 2002 YEAR- MAY 8, 2001 MAY 8, 2001 QUARTER TO-DATE (INCEPTION) (INCEPTION) ENDED THROUGH THROUGH THROUGH JUNE 30, 2002 JUNE 30, 2002 DEC. 31, 2001 JUNE 30, 2002 (Unaudited) (Unaudited) (Audited) (Unaudited) --------------- --------------- --------------- ---------------- REVENUES: Income $ -- $ -- $ -- $ -- ------------ ------------ ----------- ----------- GENERAL & ADMINISTRATIVE EXPENSES: Corporate Expense -- -- 227 227 Depreciation Expense 141 141 -- 141 Professional Fees 17,002 18,953 11,650 30,603 Investor Relations/Promotional Materials 2,500 2,500 -- 2,500 SEC Filing Services 354 894 2,184 3,078 Office Expense -- 637 -- 637 Licenses, Permits and Fees -- 985 268 1,253 Postage & Delivery Expense 38 246 -- 246 Stock Transfer Fees 1,135 2,065 -- 2,065 Miscellaneous Expenses 856 886 153 1,039 ------------ ------------ ----------- ----------- Total General & Administrative Expenses 22,026 27,307 14,482 41,789 OTHER EXPENSES Interest Expense -- 42 -- 42 ------------ ------------ ----------- ----------- Total Expenses 22,026 27,349 14,482 41,831 ------------ ------------ ----------- ----------- NET (LOSS) $ (22,026) $ (27,349) $ (14,482) $ (41,831) ============ ============ =========== =========== (Loss) per share data: Basic and diluted $ (0.002) $ (0.002) $ (0.002) $ (0.004) ============ ============ =========== =========== Weighted average shares outstanding - basic 12,018,750 11,309,375 8,181,818 9,846,875 ============ ============ =========== =========== See Accountants' Review Report and Accompanying Notes F-3 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH JUNE 30, 2002 (DEFICIT) ACCUMULATED DURING THE COMMON STOCK CAPITAL PAID IN DEVELOPMENT SHARES AMOUNT SUBSCRIBED CAPITAL STAGE TOTAL -------------- ------------- ---------------- -------------- ------------- ------------ BALANCE AT MAY 8, 2001 -- $ -- $ -- $ -- $ -- $ -- Issuance of common stock in exchange 10,000,000 10,000 -- 5,000 -- 15,000 for cash, June 11, 2001 Net (loss) -- -- -- -- (14,482) (14,482) ---------- ------- -------- ------- -------- -------- BALANCE AT DECEMBER 31, 2001 10,000,000 10,000 -- 5,000 (14,482) 518 ---------- ------- -------- ------- -------- -------- Capital subscribed, per agreements -- -- 42,500 -- -- 42,500 dated February 2002 Capital subscribed, per agreements -- -- 29,500 -- -- 29,500 dated March 2002 Issuance of shares of common stock in 1,800,000 1,800 (72,000) 70,200 -- -- exchange for capital subscribed, March, 2002 Capital subscribed, per agreements -- -- 8,750 -- -- 8,750 dated April 2002 Issuance of shares of common stock in 218,750 219 (8,750) 8,531 -- (0) exchange for capital subscribed, April, 2002 Net (loss) -- -- -- -- (27,349) (27,349) ---------- ------- -------- ------- -------- -------- BALANCE AT JUNE 30, 2002 12,018,750 $12,019 $ -- $83,731 $(41,831) $ 53,919 ========== ======= ======== ======= ======== ======== See Accountants' Review Report and Accompanying Notes F-4 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001, AND THE PERIOD FROM MAY 8, 2001 (INCEPTION) THROUGH JUNE 30, 2002 YEAR-TO- MAY 8, 2001 MAY 8, 2001 DATE (INCEPTION) (INCEPTION) THROUGH THROUGH THROUGH JUNE 30, 2002 DEC. 31, 2001 JUNE 30, 2002 (UNAUDITED) (AUDITED) (UNAUDITED) -------------------- -------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) $ (27,349) $ (14,482) $ (41,831) Adjustments to reconcile net (loss) to net cash (used in) operating activities: Depreciation 141 141 (Increase) in prepaid expenses (7,500) - (7,500) (Increase) decrease in other assets (957) - (957) Increase (decrease) in accounts payable 354 - 354 Increase (decrease) in accrued expenses 8,767 159 8,926 --------------- -------------------- -------------------- NET CASH (USED IN) OPERATING ACTIVITIES (26,544) (14,323) (40,867) --------------- -------------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Property and Equipment (1,695) - (1,695) --------------- -------------------- -------------------- NET CASH (USED IN) INVESTING ACTIVITIES (1,695) - (1,695) --------------- -------------------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in additional paid-in capital 78,731 5,000 83,731 Increase in common stock 2,019 10,000 12,019 --------------- -------------------- -------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 80,750 15,000 95,750 --------------- -------------------- -------------------- NET INCREASE (DECREASE) IN CASH 52,511 677 53,188 --------------- -------------------- -------------------- CASH AT BEGINNING OF PERIOD 677 - - --------------- -------------------- -------------------- CASH AT END OF PERIOD $ 53,188 $ 677 $ 53,188 =============== ==================== ==================== See Accountants' Review Report and Accompanying Notes F-5 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002, YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001 (AUDITED), AND THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH JUNE 30, 2002 (See Accountants' Review Report) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ORGANIZATION: ------------- The Jackson Rivers Company ("the Company") is a development stage enterprise incorporated under the laws of the State of Florida in May 2001. The Company's offices are in Pompano Beach, Florida, its only location. The Jackson Rivers Company does not presently conduct business operations. METHOD OF ACCOUNTING: --------------------- The Company reports the results of its operations using the accrual method of accounting for both financial statement and income tax purposes. Under this method, income is recognized when earned and expenses are deducted when incurred. The accounting policies of the Company are in accordance with generally accepted accounting principles and conform to the standards applicable to development stage companies. INCOME TAXES: ------------- The Company has no taxable income to date; therefore, no provision for federal or state taxes has been made. COMPUTATION OF NET LOSS PER SHARE: ---------------------------------- In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings Per Share. The Company has reflected the provisions of SFAS No. 128 in the accompanying financial statements for the period presented. SFAS 128 replaces the presentation of primary Earnings Per Share ("EPS") with a presentation of basic EPS, which excludes dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. The Statement also requires the dual presentation of basic and diluted EPS on the face of the statement of operations for all entities with complex capital structures. During the periods presented, the Company did not have a complex capital structure. INTERIM FINANCIAL STATEMENTS: ----------------------------- It is management's representation that all adjustments that are necessary for the interim financial statements not to be misleading have been included in the accompanying statements. F-6 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002, YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001 (AUDITED), AND THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH JUNE 30, 2002 (See Accountants' Review Report) 2. RESTRICTED STOCK: ----------------- In June, 2001, the Company reserved 10,000,000 common capital voting shares of the Corporation for future use in employee stock option plans, or for such other purposes as may be determined from time to time by the Board of Directors of the Corporation. As of June 30, 2002, the Company had not adopted any stock option plan nor had it issued any such shares for other purposes. 3. DEVELOPMENT STAGE OPERATIONS: ---------------------------- The Company was formed on May 8, 2001. There have not been any operations since inception and the Company is in the process of raising capital and financing for its future operations. As of March 31, 2002, the Company had thirty-eight shareholders. 4. RELATED PARTY TRANSACTIONS: -------------------------- In January 2002, the majority shareholder of the Company loaned the Company $4,000, all of which had been repaid as of June 30, 2002. The loan was for short-term in nature, for working capital purposes and bore interest of 9% annually. In the second quarter of 2002, the Company recorded $8,926 in facility and service costs incurred during the period January through June 2002. These costs resulted from facilities and services provided by the majority shareholder, whose time and offices are being utilized for the Company's operations. During the period from May 8, 2001 (inception) through June 30, 2002, the Company incurred a total of $8,926 in these expenses. The costs included $8,100 in professional services provided by the majority shareholder during the six months ended June 30, 2002, and during the period from May 8, 2001 (inception) through June 30, 2002. The Company owed $8,926 and $0 to the majority shareholder for these facility and service costs as of June 30, 2002 and December 31, 2001, respectively. 5. SUBSCRIPTIONS: ------------- In the first six months of 2002, the Company received $80,750 in deposits on thirty-seven subscription agreements for the purchase of a total of 2,018,750 shares of common stock ($0.04 per share). At June 30, 2002, the Company had received payment in full and had issued the shares related to these subscriptions. F-7 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002, YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001 (AUDITED), AND THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH JUNE 30, 2002 (See Accountants' Review Report) 6. CAPITAL STOCK TRANSACTIONS: -------------------------- The Articles of Incorporation provide authorization for the issuance of 100,000,000 shares of common stock, par value $0.001 per share. On February 8, 2002, the Company's registration statement became effective. The statement provided for the utilization of an escrow agent for the proceeds of an offering of common stock, pending the sale of the minimum number of shares (15,000,000). However, the bank which the Company believed had committed to serve as escrow agent eventually declined to serve due to the small size of the offering. The Company revised the subscription agreement, accepted subscriptions made payable to the Company (instead of the escrow agent), and deposited subscription funds received into the Company's operating account. The Company then issued shares of stock to subscribers prior to receiving subscriptions for the stated minimum of 15,000,000 shares. Management represents that it will correct the subscription acceptance errors by closing the current offering, extending a recission offer to all investors and amending the registration statement. The maximum exposure to the Company, should all investors accept the recission offer, is $80,750. The amendment will change the offering to a "use of proceeds" type with no requirement that a minimum number of shares be sold. Management expects that no investors will accept the recission offer. 7. PROPERTY AND EQUIPMENT: ---------------------- Property and equipment is carried at cost. Depreciation of depreciable assets is computed using the straight-line method of depreciation over the estimated useful lives of the assets. Property and equipment at June 30, 2002 consists of computer equipment purchased late in March 2002 and placed into service in April 2002. 8. PREPAID EXPENSES: ---------------- Prepaid expenses at June 30, 2002 consist of costs incurred to prepare brochures and other promotional (marketing) materials. These costs will be written off beginning September 2002 (when operations are expected to commence), and will be written off over a twelve-month period. F-8 THE JACKSON RIVERS COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002, YEAR-TO-DATE THROUGH JUNE 30, 2002, THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH DECEMBER 31, 2001 (AUDITED), AND THE PERIOD FROM INCEPTION, MAY 8, 2001, THROUGH JUNE 30, 2002 (See Accountants' Review Report) 9. SUBSEQUENT EVENTS: ----------------- In July 2002, the Company established a consulting services plan designed to grant compensation to recipients in exchange for services provided to the Company. In connection with this plan, a total of 2,500,000 shares of common stock were issued to seven recipients at a cost to the Company of $0.01 per share, or a total of $25,000. F-9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Much of the discussion in this Item 2 is "forward looking" as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in the prospectus filed with the company's registrations statement with the Securities and Exchange Commission. USE OF PROCEEDS FROM REGISTERED SECURITIES The company's registration statement under the Securities Act of 1933 became effective on February 8, 2002 (Securities and Exchange Commission file no. 333-70932). The registration statement related to 60,000,000 shares of common stock (par value $.0001 per share) to be offered by the company for $2,400,000, and 10,000,000 shares to be offered by our president, Don A. Paradiso, for $400,000. There is no underwriter. From the effective date of the registration statement through June 30, 2002, we sold 2,018,750 shares to 38 investors for a total of $80,750. Because the bank with whom we had talked about serving as escrow agent for proceeds of the offering pending sale of 15,000,000 shares declined to serve due to the offering's small size, such funds were deposited in the company's operating account. 3 No funds were applied to commissions, finders' fees, or discounts, and no payments were made to any of our officers, directors, affiliates, or security holders except for the repayment of loans and reimbursement of expenses. As of June 30, 2002, $53,688. of offering proceeds remained in the company's account. This application of proceeds constituted a change from the uses contemplated by the company's prospectus in that the proceeds were not placed in escrow, were released before 15,000,000 shares had been subscribed for, and were not used for loans and salaries. In February 2002, our escrow agent declined to execute the escrow agreement which they had prepared. The subscription monies received from subscribers were placed in our corporate account. We offered a written offer to rescind the investments of all investors on July 11, 2002. In the event such rescission offer were to be accepted by one or more investors, we would have a liability to such investors in an amount of up to $80,750. No investor has requested rescission as of August 2, 2002. MANAGEMENT'S PLAN OF OPERATION Our present efforts focus on acquiring additional funds both for operating Expenses, and to secure a loan fund with which to start operations as a consumer lender. We will be marketing loans through smaller, independently owned funeral homes in Florida. We are not repaying Mr. Paradiso the $20,000 and any other monies advanced by him for the offering, and we are setting aside our cash to pay first year expenses. 4 Management believes it can operate with the cash on hand during this first year of operations. There can be no assurance that we will be able to find financing on acceptable terms. Because of such lack of capital and other reasons, an investment in our company involves a very high degree of risk. See "Important Risk Factors". Until such time as Jackson Rivers has $1,000,000 of monies on loan or available for lending, Mr. Paradiso has agreed to provide an office, office equipment, and management without cost to the company. Until that time, no salary or expenses incurred on behalf of the company by Mr. Paradiso will be paid or accrued (except for offering expenses advanced by him). After the company has $1,000,000 in working capital on hand for lending activities, Mr. Paradiso will commence receiving a salary at the rate of $96,000 per year for the balance of 2002 and $156,000 commencing in 2003 or such later time as Jackson Rivers has $2,000,000 in working capital on hand for lending activities. At such time as the company has $1,000,000 on loan, the company will also commence paying rent at prevailing market rates and other office expenses. Rent will depend on the amount of space required, but it is anticipated that approximately 1,300 square feet will be required, for which we can expect to pay approximately $10 per square foot at prevailing 2002 rates in West Palm Beach. 5 Except for the $53,688 in our account as of June 30, 2002, from the sale of stock, we do not have any funds or capital resources, nor do we have any commitments for loans or lines of credit. It is anticipated we would have to have at least $600,000 of equity for lending in order to break even. As funds permit, we would anticipate employing additional personnel (an additional officer, one or two additional bookkeepers, and an additional salesman). We will also seek to establish operations in one or more additional states. In the event we are unable to place all such funds in loans, unloaned funds will be invested in one or more money market funds or other short-term, interest-bearing securities, which are not expected to provide the same returns as the loans contemplated by Jackson Rivers. We will commence making loans on a test basis in the fall of 2002, and if initial marketing is successful, we believe we will be able to raise additional financing, but as pointed out above, there can be no assurance that such financing will be available. SECOND QUARTER COSTS AND CHANGES IN FINANCIAL CONDITION As of the date of this report, we have not engaged in any business activities which provide cash flow, and have not recorded any revenues from operations. The company's assets increased from $677 on December 31, 2001 to $53,688. on June 30, 2002. This increase was the result of the sale of 2,018,750 shares of our common stock. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None 6 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted during the period covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K INDEX TO EXHIBITS Consent of experts (I)CONSENT OF MICHAELSON & CO., CERTIFIED PUBLIC ACCOUNTANTS (FILED WITH THIS REPORT) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. 7 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. THE JACKSON RIVERS COMPANY (Registrant) Date JUNE 30, 2002 By /S/ DON A. PARADISO ------------------------- -------------------------- Don A. Paradiso, President h