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 Securities Exchange
Act of 1934 (No fee required) for the transition period from _____________
to
---------------.
Commission file number: 0-11734
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CHINA FOOD AND BEVERAGE COMPANY
-------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 87-0548148
- ------------------------------- --------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
240 Madison Avenue, 7th floor, New York, N.Y. 10016
-----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(877) 667-9377
-------------
(Issuer's Telephone Number, Including Area Code)
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.
Yes [X] No[ ]
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of the quarter ended March 31, 2001 was 10,995,788.
1
TABLE OF CONTENTS
PART I
Page
ITEM 1. FINANCIAL STATEMENTS................................................. 3
ITEM 2. PLAN OF OPERATION.................................................... 4
PART II
ITEM 1. LEGAL PROCEEDINGS.................................................... 5
ITEM 2. CHANGES IN SECURITIES................................................ 5
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................................... 5
ITEM 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS............................. 5
ITEM 5. OTHER................................................................ 5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................... 5
SIGNATURES........................................................... 6
2
PART I
ITEM 1. FINANCIAL STATEMENTS
Unless otherwise indicated, the term "Company" refers to China Food and
Beverage Company and its subsidiaries and predecessors. The accompanying
consolidated unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, so
not include all information and footnotes required by generally accepted
accounting principle and should, therefore, be read in conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
December 31, 2000. These statements do include all the normal recurring
adjustments which the Company believes is necessary and affords a fair
presentation. The interim results are not necessarily indicative of the results
for the full year ending December 31, 2001. Accordingly, consolidated unaudited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended March 31, 2001, and, statements of operations and
statements of cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding fiscal year are attached hereto
as Pages F-1 through F-9 and are incorporated herein by this reference.
3
CHINA FOOD AND BEVERAGE COMPANY
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 and December 31, 2000
F-1
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2001 2000
------------------ -----------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalent $ 463,999 $ 762,855
Note receivable 80,000 --
------------------ -----------------
Total Current Assets 543,999 762,855
------------------ -----------------
PROPERTY AND FIXED ASSETS
Equipment 2,149 2,149
Accumulated depreciation (824) (716)
------------------ -----------------
Total Fixed Assets 1,325 1,433
------------------ -----------------
OTHER ASSETS
Deposits 1,950 --
------------------ -----------------
Total Other Assets 1,950 --
------------------ -----------------
TOTAL ASSETS $ 547,274 $ 764,288
================== =================
The accompanying notes are an integral part of these consolidated
financial statements.
F-2
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2001 2000
------------------ -----------------
(Unaudited)
Accounts payable $ 66,706 $ 66,706
Related party payable 256 4,077
Accrued expenses 37,950 70,088
------------------ -----------------
Total Current Liabilities 104,912 140,871
------------------ -----------------
Total Liabilities 104,912 140,871
------------------ -----------------
STOCKHOLDERS' EQUITY
Common stock; 100,000,000 shares authorized of $0.001
par value, 10,995,788 and10,996,505 shares issued
and outstanding, respectively 10,996 10,997
Additional paid-in capital 2,027,864 2,027,864
Retained earnings accumulated prior to the development
stage 633,605 633,605
Deficit accumulated during the development stage (2,230,103) (2,049,049)
------------------ -----------------
Total Stockholders' Equity 442,362 623,417
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 547,274 $ 764,288
================== =================
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
3
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
Inception of
Development
Stage on
January 1,
For the Three Months Ended 2000 Through
March 31, March 31,
-------------------------------------
2001 2000 2001
------------------ ----------------- ----------------
NET SALES $ -- $ -- $ --
COSTS AND EXPENSES
General and administrative 182,922 69,417 469,450
------------------ ----------------- ----------------
Total Costs and Expenses 182,922 69,417 469,450
------------------ ----------------- ----------------
LOSS BEFORE OTHER EXPENSE (182,922) (69,417) (469,450)
------------------ ----------------- ----------------
OTHER INCOME (EXPENSE)
Interest expense -- (31,200) (13,018)
Interest income 1,868 171 5,516
------------------ ----------------- ----------------
Total Other Income (Expense) 1,868 (31,029) (7,502)
------------------ ----------------- ----------------
LOSS BEFORE TAX, EXTRAORDINARY
ITEM, MINORITY INTEREST AND
DISCONTINUED OPERATIONS (181,054) (100,446) (476,952)
INCOME TAX EXPENSE -- -- --
------------------ ----------------- ----------------
LOSS BEFORE EXTRAORDINARY ITEM (181,054) (100,446) (476,952)
GAIN FROM FORGIVENESS OF DEBT -- 255,640 237,163
------------------ ----------------- ----------------
INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS (181,054) 155,194 (239,789)
------------------ ----------------- ----------------
LOSS ON DISCONTINUED OPERATIONS -- (1,990,314) (1,990,314)
------------------ ----------------- ----------------
NET LOSS $ (181,054) $ (1,835,120) $ (2,230,103)
================== ================= ================
BASIC LOSS PER SHARE $ (0.02) $ (0.33)
================== =================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 10,996,019 5,571,505
================== =================
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
Common Stock Additional
--------------------------------------- Paid-In Retained
Shares Amount Capital Earnings
------------------ ------------------ ----------------- ----------------
Balance, December 31, 1999 5,546,505 5,547 872,070 633,605
Common stock issued for cash
at $1.00 per share 50,000 50 49,950 --
Common stock issued for cash
at $1.00 per share 200,000 200 199,800 --
Common stock issued for cash
at $0.50 per share 200,000 200 99,800 --
Common stock issued for cash
at $0.25 per share 400,000 400 99,600 --
Common stock issued for cash
at $0.25 per share 800,000 800 199,200 --
Common stock issued for cash
at $0.25 per share 800,000 800 199,200 --
Common stock issued for cash
at $0.10 per share 2,000,000 2,000 198,000 --
Common stock issued for cash
at $0.10 per share 1,000,000 1,000 99,000 --
Related party forgiveness of
interest -- -- 11,244 --
Change in currency translation -- -- -- --
Net loss for the year ended
December 31, 2000 -- -- -- (2,049,049)
------------------ ------------------ ----------------- ----------------
Balance, December 31, 2000 10,996,505 10,997 2,027,864 (1,415,444)
Cancellation of shares
(unaudited) (717) (1) -- --
Net loss for the three months
ended March 31, 2001
(unaudited) -- -- -- (181,054)
------------------ ------------------ ----------------- ----------------
Balance, March 31, 2001
(unaudited) 10,995,788 $ 10,996 $ 2,027,864 $ (1,596,498)
================== ================== ================= ================
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From
Inception of
Development
Stage on
January 1,
For the Three Months Ended 2000 Through
March 31, March 31,
-------------------------------------
2001 2000 2001
------------------ ----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (181,054) $ (1,835,120) $ (2,230,103)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Depreciation and amortization 108 394 824
Discontinued operations -- 1,990,314 1,990,314
Gain on settlement of debt -- (255,640) (237,163)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (80,000) -- (80,000)
(Increase) in deferred and prepaid assets -- (14,546) --
(Decrease) increase in accounts payable and
accrued expenses (35,960) -- (476,001)
(Increase) in customer prepayments (1,950) -- (1,950)
------------------ ----------------- ----------------
Net Cash (Used) Provided by Operating Activities (298,856) (114,598) (1,034,079)
------------------ ----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
------------------ ----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loss of cash from discontinued operations -- (424,757) (424,757)
Common stock issued for cash -- 50,000 1,150,000
Payments on notes payable -- (50,000) (223,011)
------------------ ----------------- ----------------
Net Cash Provided (Used) by Financing Activities -- (424,757) 502,232
------------------ ----------------- ----------------
NET INCREASE (DECREASE) IN CASH (298,856) (539,355) (531,847)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 762,855 995,846 995,846
------------------ ----------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 463,999 $ 456,491 $ 463,999
================== ================= ================
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITY
Cash Paid For:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
March 31, 2001 and December 31, 2000
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations an cash flows at March 31, 2001 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December
31, 2000 audited consolidated financial statements. The results of
operations for periods ended March 31, 2001 and 2000 are not
necessarily indicative of the operating results for the full
years.
NOTE 2 - LOSS OF SUBSIDIARY
The loss in the first quarter of 2000 from discontinued operatons
results from a dispute with the Anhui Liu An Beer Company Ltd.
("sellers") who represent a minority interest in the entity that
operates the Company's brewery in the Peoples' Republic of China.
In December 1998, the Company acquired a 55% interest in a Chinese
brewery for which it issued 8% convertible debentures in the total
principal amount of $21 million. The debentures had a $5.00
conversion price. Pursuant to the terms of the debentures, the
Company had the right to require conversion of the debentures. The
Company required said conversion and issued 4.2 million shares of
its common stock, also in December 1998. The sellers, from whom
the Company purchased its interest in the brewery, hold a 45%
equity interest in the brewery and agreed to maintain
responsibility for the day-to-day operations of the brewery.
The Company's Chinese asset, which is the brewery, is subject to
liens which resulted in the borrowing of approximately $6 million,
and the brewery had tax liabilities to the People's Republic of
china in excess of $4 million.
In May 2000, the sellers claimed that the Company was in default
of its obligations to repurchase or cause to be repurchased from
the sellers, a significant majority of the shares of the common
stock issued upon conversion of the debentures or, to provide
additional capital. As a result of the alleged default, they
refused to provide the Company with any financial information
concerning the operations of the brewery and assumed control of
the brewery.
The Company believes that the claims made by the sellers are
without merit. However, as the assets of the brewery are in the
Peoples' Republic of China and the Company has no effective
control over the business or the financial concerns of the
brewery, the Company has fully reserved against all of its assets
allocated in China. All operations have been classified as
discontinued as they relate to the brewery.
It is possible that, in addition to taking control of the assets,
the sellers may commence an action against the Company alleging,
among other claims, breach of contract. Conversely, the Company is
exploring its options, including but not limited to, initiating
legal action of its own to recover what it believes to be a
wrongful conversion of its assets by the sellers.
F-7
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and December 31, 2000
NOTE 2 - LOSS OF SUBSIDIARY (Continued)
Unless the Company is able to resolve this dispute and because it
does not presently have the financial ability to continue in
operation, it may be obligated to secure additional debt or equity
financing to enable it to continue as an on-going entity.
NOTE 3 - LITIGATION
Securities and Exchange Commission v. China Food & Beverage, James
C. Tilton, et al. - On July 14, 1999, the Securities and Exchange
Commission ("SEC") in the United States District Court, Southern
District of Florida, Civil Action No. 99-1968-CIV-GOLD, filed a
Complaint for Injunctive and Other Equitable Relief, as well as a
Temporary Restraining Order against, et al, the Company and James
C. Tilton ("Tilton") individually who is the Company's chief
executive officer. On April 15, 1999, the Company entered into a
Consulting Agreement with The Globus Group, Inc. ("Globus"), a
Nevada corporation, whereby Globus was to act as a "...marketing
consultant/promoter..." of the Company. The complaint alleges that
the Company, knowingly or unknowingly disseminated material to the
public based on globus' false representations to the Company. The
complaint further alleges that when informed that Globus was
engaging in this and other improper activities that might result
in creating false impressions with the public, Tilton did not take
appropriate corrective action quickly enough.
As soon as the Company became aware of the SEC's complaint, the
Company took steps to investigate the allegations against Globus.
After numerous attempts to contact Globus, without success, the
Company's Officers and Board of Directors felt it was in the
Company's best interest to formally terminate the aforementioned
Consulting Agreement with Globus.
An offer was made by the Company and if accepted by the SEC, will
have the Company subject to a limited Consent Decree.
Oasis International Hotel & Casino, Inc. v. China Food and
Beverage Company - On June 14, 1999, suit was filed in the Supreme
Court of the State of New York, Case Number 114222/99. In April
1996, the Company received a cash advance in the amount of
$160,000 from Pienne Chow ("Chow"). On or about October 8, 1997
the Company executed a Promissory Note in favor of Chow for the
aforementioned $160,000 together with interest. On or about
December 3, 1998, Chow assigned her right, title and interest in
said Note to Oasis International Hotel & Casino, Inc. ("Oasis")
and Oasis sued the Company on the same.
On January 10, 2000, Oasis received a check in the amount of
$50,000 from the Company. On April 24, 2000, the Supreme Court of
the State of New York in the above-referenced matter, entered an
order of Satisfaction of Judgment thereby effectively dismissing
the case against the Company.
F-8
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and December 31, 2000
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders have
committed to covering the operating costs of the Company.
NOTE 5 - NEGOTIATIONS WITH TRITRADEX, INC.
The Company is in negotiations to acquire Tritradex, Inc. (a New
York corporation), the parent company of Shanghai Tritradex
Machinery, Inc., a manufacturer and distributor of gasoline
dispensing pumps in the Peoples' Republic of China. As part of the
negotiations, the Company has advanced $80,000 to Tritradex as an
interest free loan. In the event the negotiations with Tritradex
are not finalized, the $80,000 will be due to the Company within
10 days.
F-9
ITEM 2. PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with the Company financial statements and notes thereto included elsewhere in
this Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-QSB. The Company actual results could
differ materially from those discussed here.
Other than what has been disclosed herein and in the year end report
for year 2000, filed on April 13, 2001, the Company is not aware of any
immediate circumstances or trends which would have a negative impact upon future
sales or earnings. There have been no material fluctuations in the standard
seasonal variations of the Company business. The accompanying financial
statements include all adjustments, which in the opinion of management are
necessary in order to make the financial statements not misleading.
The Company
The Company presently leases office space at 240 Madison Ave., 7th
floor, New York, New York, 10016. Business of Issuer
Since the disposition of Anhui Brewery (Please see year ended 2000
10-KSB, Item 1. Management's Discussion and Analysis, filed on April 13, 2001),
the Company will continue to seek to acquire businesses both in China and other
countries. The Company intends to locate its target investment opportunities
through contacts which management has in China and Southeast Asia. The Company
has no full or part time employees, aside from its officers and directors. If
the Company requires additional personnel to carry out its business objectives,
it will retain outside consultants. In the past, the Company has been successful
in retaining consultants through the issuance of its Common Stock and the
Company intends to continue this practice in an attempt to avoid expending
valuable cash flows.
On March 4, 2001, the Company entered into an investment agreement with
Tritradex, Inc., a US based parent corporation of Shanghai Tritradex Machinery,
Inc., a manufacturer and distributor of gasoline assemblies in the People's
Republic of China, under license from the Wayne Division of Houston-based
Dresser, Inc. See, Exhibit "10".
Tritradex was incorporated in the state of New York in 1994 and
established a Sino-foreign venture in Pudong, Shanghai, the People's Republic of
China, named Shanghai Tritradex Machinery, Inc. ("STM"). The main business of
STM is designing manufacturing and selling electronic fuel dispensing pumps and
related products for use in gasoline stations in China. In 1995 STM entered into
a license and technical agreement with Wayne Division of Dresser Industries,
Inc. The agreement allowed STM to manufacture, assemble, sell and service
Wayne's products in China.
Wayne is the technological leader in the manufacture and supply of
retail petrol fuel dispensers; dispenser control systems, credit/debit card
processing terminals and point-of-sale systems for petroleum markets worldwide.
They are also the industry leader in developing new technologies. Over 75
countries use their products.
The Company is continuing to explore the possibility of further
investment or a business combination with Tritradex, Inc.
Since the Company does not have significant liquid assets, the Company
intends to acquire business opportunities through the issuance of its equity
securities. This will likely result in future dilution of the ownership interest
enjoyed by the Company's current shareholders. The Company has had some past
experience in acquiring subsidiaries in this manner. However, the Company can
provide no assurance that it will be able to continue such acquisitions in the
future. It is also likely that any future acquisitions by the Company will
require the Company to make capital contributions to the acquired businesses.
Capital Resources and Liquidity
During the quarter ended March 31, 2001, the Company cancelled 717
unregistered shares of the Company's common stock in accordance with a
settlement agreement entered into on March 1, 1999.
4
Results of Operations
For the three month period ended March 31, 2001, the Company sustained
a loss of ($181,054), or ($0.02) per share (basic and diluted) on revenue of
$0.00. The loss in the first quarter of 2001 can be contributed to the fact the
Company had no revenue producing operations. For the comparable period of 2000,
the Company sustained a loss of ($1,835,120), or ($0.33) per share on revenue of
$0.00.
PART II
ITEM 1. LEGAL PROCEEDINGS
Securities and Exchange Commission v. China Food & Beverage, James C.
Tilton, et al. - On July 14, 1999, the Securities and Exchange Commission
("SEC") in the United States District Court, Southern District of Florida, Civil
Action No. 99-1968-CIV-GOLD, filed a Complaint for Injunctive and Other
Equitable Relief, as well as a Temporary Restraining Order against, et al, the
Company and James C. Tilton ("Tilton") individually, who is the Company's chief
executive officer. On April 15, 1999, the Company entered into a Consulting
Agreement with The Globus Group, Inc. ("Globus"), a Nevada corporation, whereby
Globus was to act as a "...marketing consultant/promoter..." of the Company. The
complaint alleges that the Company knowingly or unknowingly disseminated
material to the public based on Globus' false representations to the Company.
The complaint further alleges that when informed that Globus was engaging in
this and other improper activities that might result in creating false
impressions with the public, Tilton did not take appropriate corrective action
quickly enough.
As soon as the Company became aware of the SEC's complaint, the Company
took immediate steps to investigate the allegations against Globus. After
numerous attempts to contact Globus, without success, the Company's Officers and
Board of Directors felt it was in the Company's best interest to formally
terminated the aforementioned Consulting Agreement with Globus.
An offer was made by the Company and if accepted by the SEC, will have
the Company subject to a limited Consent Decree. The Company is confident that
this matter will be resolved satisfactorily to all parties concerned, however,
as of the date of this filing, the matter is still pending.
ITEM 2. CHANGES IN SECURITIES
During the quarter ended March 31, 2001, there were no changes in
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the quarter ended March 31, 2001, there were no defaults upon
senior securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended March 31, 2001, there were no matters
submitted to a vote of the Company's shareholders.
ITEM 5. OTHER
During the quarter ended March 31, 2001, there were no material events
to report that have not been previously disclosed herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
During the quarter ended March 31, 2001, there were no reports on form
8-K.
Exhibit No. 10 - "Material Contracts" - Agreement between the Company and
Tritradex, Inc. dated March 4, 2001.
5
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized this 14 day of May, 2001.
CHINA FOOD AND BEVERAGE
By: /s/ James Tilton
-------------------------------
James Tilton, President
In accordance with the Exchange Act, 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
- --------- ----- ----
By: /s/ James Tilton Chief Executive Officer, President, May 14, 2001
- -------------------- Treasurer and Director
James Tilton
By: /s/ Jane Zheng Secretary and Director May 14, 2001
- ------------------
Jane Zheng
Director May 14, 2001
By: /s/ Li, Lin Hu
- ------------------
Li, Lin Hu
6