UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
BEVSYSTEMS INTERNATIONAL, INC.
COLORADO EIN 84-1352529
501 Brickell Key Drive
Suite 407
Miami, Florida
33131
(786) 425-2201
www.lifeO2.com
- --------------
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
As of August 14, 2002, the registrant had 46,857,713 shares of common
stock outstanding at no par value.
BEVSYSTEMS INTERNATIONAL, INC. & SUBSIDIARIES
TABLE OF CONTENTS
PART I
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet as of June 30,
2002 (unaudited)
Condensed Consolidated Statement of Operations
(unaudited) for the three months ended June 30, 2002 and 2001
Condensed Consolidated Statement of Cash Flows
(unaudited) for the three months ended June 30, 2002 and 2001
Notes to Condensed Consolidated Financial Statements
(unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - Other Information
Item 1-5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Signatures
1
BEVsystems International, Inc. & Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
At June 30, 2002
=============================================================================
ASSETS
Current assets
Cash $ 97,208
Accounts receivable 126,864
Inventory 94,564
Prepaid expenses and other current assets 212,599
- -----------------------------------------------------------------------------
Total current assets 531,235
Property, plant and equipment, net 1,902,513
Intangible assets 18,113,032
- -----------------------------------------------------------------------------
Total assets $ 20,546,780
=============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $1,135,649
Accrued expenses 1,322,161
Deposits and deferred fees 517,500
Convertible debentures 1,412,584
Notes payable and shareholder advances 610,986
- -----------------------------------------------------------------------------
Total current liabilities 4,998,880
Long-term debt, net of current portion 2,007
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Total liabilities 5,000,887
- -----------------------------------------------------------------------------
Shareholders' equity
Preferred stock; no par value; 5,000,000 shares
authorized; 100 shares issued and outstanding;
nonvoting and convertible into 174,825 shares
of common stock 74,601
Common stock; no par value; 100,000,000 shares
authorized; 46,192,523 shares issued and outstanding
and additional paid-in capital 23,343,936
Prepaid costs - convertible debentures (368,593)
Accumulated deficit (7,504,051)
- -----------------------------------------------------------------------------
Total shareholders' equity 15,545,893
- -----------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 20,546,780
=============================================================================
See accompanying notes.
2
BEVsystems International, Inc. & Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months ended June 30
2002 2001
=============================================================================
Net revenues $ 213,322 $ -
- ------------------------------------------------------------- -----------
Costs and expenses
Cost of revenues 165,700 -
Selling and marketing 597,506 39,748
General and administrative, including
interest expense of $183,416 and none,
respectively 2,368,959 604,832
- ------------------------------------------------------------- -----------
Total costs and expenses 3,132,165 644,580
- ------------------------------------------------------------- -----------
Net loss $ (2,918,843) $ (644,580)
============================================================= ===========
Basic and diluted net loss per common share $ (0.07) $ (0.08)
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Weighted average number of common shares
outstanding 42,771,188 7,936,602
------------ -----------
See accompanying notes.
3
BEVsystems International, Inc. & Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months ended June 30
2002 2001
=============================================================================
Operating activities
Net loss $ (2,918,843) $ (644,580)
Adjustments to reconcile net loss to net
cash (used in) provided by operating
activities:
Depreciation 48,628 -
Amortization of debt discount 81,290 -
Common stock issued for past and
future services 2,237,407 -
Changes in assets and liabilities:
Accounts receivable (20,721) -
Inventory (28,113) -
Prepaid expenses and other assets 12,256 (19,400)
Accounts payable and accrued expenses (69,127) 666,053
- --------------------------------------------------------------- -----------
Net cash (used in) provided by
operating activities (657,223) 2,073
- --------------------------------------------------------------- -----------
Investing activities
Purchase of property and equipment (31,138) (1,143)
- --------------------------------------------------------------- -----------
Net cash (used) in investing
activities (31,138) (1,143)
- --------------------------------------------------------------- -----------
Financing activities
Proceeds from notes payable and shareholder
advances 131,000 -
Repayments of notes payable (326,114) -
Proceeds from issuance of convertible
debentures 490,000 -
Proceeds from subscriptions received - 1,199,500
Proceeds from exercise of stock options 14,500 -
Net Proceeds from exercise of warrants 467,887 -
- --------------------------------------------------------------- -----------
Net cash provided by financing
activities 777,273 1,199,500
- --------------------------------------------------------------- -----------
Net increase in cash 88,912 1,200,430
Cash, beginning of period 8,296 -
- --------------------------------------------------------------- -----------
Cash, end of period $ 97,208 $ 1,200,430
=============================================================== ===========
Supplemental disclosures of
cash flow information:
- ---------------------------
Cash paid for interest $ 34,948 $ -
Supplemental schedule of non-cash investing
and financing activities:
Common stock issued in connection with
prepaid expenses $ 123,188 $ -
Common stock issued in connection with
conversion of note payable $ 68,912 $ -
Common stock issued in lieu of accounts
payable and accrued expenses $ 419,194 $ -
See accompanying notes.
4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-
MONTHS ENDED JUNE 30, 2002 (Unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring
adjustments), which are, in the opinion of Management, necessary for a
fair presentation of the financial position and results of operations,
and cash flows for the periods presented. The results of operations
for the three months ended June 30, 2002 and 2001 are not necessarily
indicative of the results of the entire year. The consolidated
financial statements included herein are presented in accordance with
the requirements of Form 10-QSB and consequently do not include all of
the disclosures normally made in the registrant's annual Form 10-KSB
filing. These consolidated financial statements should be read in
conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB for the year ended March 30, 2002.
2. NEW ACCOUNTING PRONOUNCEMENTS
During 2000 and 2001, the Emerging Issues Task Force ("EITF")
addressed various issues related to the income statement
classification of certain promotional payments, including
consideration from a vendor to a reseller or another party
that purchases the vendor's products. EITF No. 01-9, Accounting
for Consideration Given by a Vendor to a Customer or Reseller of the
Vendor's Products, was issued in November 2001 and codified earlier
pronouncements. The consensus requires certain sales promotions and
customer allowances previously classified as selling, general and
administrative expenses to be classified as a reduction of net sales
or as cost of goods sold. The Company adopted EITF No. 01-9 on March
31, 2002.
3. GOING CONCERN - UNCERTAINTY
As shown in the accompanying condensed consolidated financial
statements, the Company has incurred operating losses, negative cash
flows from operating activities and has negative working capital.
These conditions raise substantial doubt about the Company's ability
to continue as a going concern.
The Company has initiated several actions to generate working capital
and improve operating performances, including equity and debt
financing and cost reduction measures.
There can be no assurance that the Company will be able to
successfully implement its plans, or if such plans are successfully
implemented, that the Company will achieve its goals.
Furthermore, if the Company is unable to raise additional funds, it
may be required to reduce its workforce, reduce compensation levels,
reduce dependency on outside consultants, modify its growth and
operating plans, and even be forced to terminate operations
completely.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern and do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that might result from the outcome of
this uncertainty.
5
4. CONVERTIBLE DEBENTURES
The company received $490,000 of proceeds from convertible debentures
in the current quarter. The holders of the convertible debentures
received 1,470,000 warrants to acquire shares of the Company's stock.
The exercise price of the warrants range depending on the current
market price. The warrants expire in three years. The proceeds from
the issuance of the debentures with the warrants were allocated
between the warrants and the convertible debentures, based on their
relative fair values at the time of issuance. The aggregate fair
value of the warrants on the grant date was $427,333 calculated using
the Black-Scholes Option Pricing Model and was accounted for as
additional paid-in capital and as prepaid costs - convertible
debentures, which is amortized to interest expense over the term of
the notes. $58,740 was charged to interest expense during the quarter
ending June 30, 2002.
5. STOCK OPTION PLAN
In April 2001, the Company adopted a Stock Option Plan intended to
provide officers, directors, key employees and consultants of the
Company an opportunity to acquire stock in the Company. As of March
30, 2002, 1,732,383 options to purchase shares at $0.33 per share had
been issued and 900,000 options to purchase shares at $0.01 per share
had been issued. 1,695,055 of the options are vested at March 30,
2002, with the remainder, of 937,328, options, to be vested over the
next two years. No options have been exercised at March 30, 2002. The
fair value of the options on the grant date was $94,050 calculated
using the Black-Scholes Option Pricing Model.
The company granted to employees 1,105,000 stock options to purchase
shares during the current period. As of June 30, 2002, 2,820,645
options to purchase shares ranging from $0.01 to $0.73 per share were
outstanding, 2,160,778 of the options are vested as of June 30, 2002,
with the remainder, of 659,867 options, to be vested over the next two
to three years. 916,738 options were exercised during the period June
30, 2002. The fair value of the options granted during the period on
the grant date was $328,236 calculated using the Black-Scholes Option
Pricing Model.
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in accounting for stock
based employee compensation arrangements whereby no compensation cost
related to stock options is deducted in determining net loss. Had the
compensation cost for stock option grants to the Company's employees
been determined by SFAS No. 123, "Accounting for Stock Based
Compensation," the Company's net loss would have increased for the
period ended June 30, 2002, as presented in the table below. Using
the Black-Scholes Option Pricing Model, the Company's pro forma net
loss is as follows:
Pro Forma Net Loss $ (3,136,117)
Pro Forma Net Loss Per Share (0.07)
Risk Free Interest Rate 4.50 - 5.71
Expected Lives 2 - 3 Years
Expected Volatility None - 93.89
For purposes of these pro forma disclosures, the estimated fair value
of the options granted is amortized to expense over the options'
vesting period.
6
6. COMMON STOCK TRANSACTIONS
The Company issued 4,311,146 shares of common stock to
employees and non-employees of the company for past services rendered and
587,250 shares for the exercise of warrants. The Company, pursuant to
the application of SFAS No. 123 in accounting for the issuance of
stock to employee and non-employee consultants, recorded
expense based on the fair market value of the shares issued since the
fair value of the shares is more reliably measurable. The common stock
was issued pursuant to the Registration Statement on Form S-8 under the
Securities Act of 1933 and as such no holding period is required. Due
to the issuance of the shares the company recorded $1,960,427 of
expense in the statement of operations for the period ended June 30,
2002.
During the period, the Company issued 863,526 shares of restricted
common stock to non-employees for past and future
services rendered, 235,598 shares of restricted stock for the
conversion of debt, 916,738 shares of restricted stock for the
exercise of stock options and 847,140 shares of restricted stock for
the exercise of warrants. The Company, pursuant to the application of
SFAS No. 123 in accounting for the issuance of stock to employee and
non-employee consultants, recorded expense based on the
fair market value of the shares issued since the fair value of the
shares is more reliably measurable. The restricted common stock
cannot be sold until registered under the SB-2 registration, due to
these restrictions; the Company discounted the fair value of the
Company's common stock at the date of issuance by 25%. Due to the
issuance of the shares, the Company recorded $276,980 of expense in
the statement of operations for the period ended June 30, 2002.
During the period ended June 30, 2002 1,434,390 warrants were
exercised at a conversion price ranging from $0.18 to $0.66. The net
proceeds of the warrants totaled $467,887.
7
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 2
---------------------------------------------
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto as filed in the Annual
Report on Form 10-KSB of BEVsystems International, Inc. and Subsidiaries
(the "Company") for the year ended March 30, 2002.
Forward-Looking Statements
When used in the Form 10-QSB and in future filings by the Company with
the Securities and Exchange Commission, the words or phrases "will
likely result," "the Company expects," "will continue," "is
anticipated," "estimated," "project," "outlook," or similar
expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, each of which speaks
only as of the date made. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. Among these risks are water supply and bottling capacity
constraints in the face of significant growth, dependence on outside
distributors, and reliance on commodity price fluctuations as they
influence raw material pricing. The Company has no obligation to
publicly release the result of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.
Company Overview
- ----------------
BEVsystems' objectives for its first quarter ending June 30, 2002
encompassed the expansion of its distribution network and the growth
of its target markets to include Florida, New York, New Jersey and
parts of South Carolina. The implementation of its sales and
marketing strategies to support this growth was also included in its
stated goals.
The marketing strategy to support the sales and distribution efforts
included promotional events and activities, including the creation and
implementation of the Team Life O2 Elite Athlete Program. Further
development to the corporate website www.lifeO2.com was accomplished
to effectively communicate with consumers, vendors, shareholders and
the media. The Life O2 product line was expanded with additional
bottle sizes and, to support this product expansion, consumer
advertising campaigns, Point-of-Purchase sales materials, product
packaging and product labeling were developed and enhanced.
In accomplishing the sales and distribution goals, BEVsystems is
pleased to report the following:
In April 2002, S.K.I. Beer Corporation agreed to become the exclusive
distributor of Life O2 SuperOxygenated Water in the five-borough
metropolitan New York City area with extensive distribution in
Manhattan, Queens, Brooklyn, Staten Island and The Bronx.
8
Also in April, American Body Building Distribution network signed an
agreement to become the exclusive distributor of Life O2
SuperOxygenated Water in health clubs, gyms, and natural food stores
throughout Florida. Based in both South Florida and Tampa, American
Body Builders serves more than 1,200 outlets.
In May 2002, American Fitness Beverage Wholesalers Ltd. agreed to
distribute Life O2 throughout New York and New Jersey. American
Fitness represents nearly 5,000 retail locations. In conjunction with
the addition of American Fitness, BEVsystems expanded its sales team
to reach the New York/ New Jersey area and joined the sales
representatives from American Fitness and S.K.I. Beer Corporation to
focus efforts on health clubs, gyms, natural food stores and chains.
In June 2002, BEVsystems expanded distribution to South Carolina by
adding H.T. Hackney to its list of distributors. H.T. Hackney
distributes Life O2 to South Carolina's 59-store chain of Hot Spot
convenience stores.
Additionally, BEVsystems International was chosen to provide water to
Puerto Rico under the Federal Emergency Management Agency (FEMA)
Hurricane Relief Contract. The initial order consisted of two ocean-
going cargo containers of one-liter bottles (36,816 bottles) of Life
O2. The water will be distributed to individuals for use in the event
of an emergency
BEVsystems also added in June 2002 Velda Farms, LLC, a wholly owned
subsidiary of National Dairy Holdings LP, to its list of distributors.
Velda Farms selected Life O2 SuperOxygenated Water to be its only
premium bottled water product. BEVsystems is pursuing agreements with
Velda Farms key accounts including Walgreen's, 7-Eleven Stores, CostCo
and Starbucks. Velda Farms distributes to over 6,000 retail locations
throughout Florida and began serving South Florida Walgreen's stores
with Life O2 in June.
The goal of the marketing department included the monthly
implementation of four small activities, two mid-level events and one
large banner event per month. In keeping with this goal, in
March/April Life O2 was the official water of the NASDAQ-100
International Tennis Tournament, helping to gain national and
international exposure for Life O2 SuperOxygenated Water by
introducing the product to fans and professional athletes alike.
Other events at which Life O2 was the official water during this
quarter included the Volvo Classic Sailing Regatta, the Chris Evert
National Junior's Tennis Tournament, the Florida Duathlon Series
(comprised of 6 events throughout Florida), the Life O2 Key Biscayne
Triathlon Trilogy (including 3 events in Miami), the Life O2 Florida
Beach Volleyball Series (consisting of 10 events throughout Florida).
BEVsystems was also the offical water at both the Fort Lauderdale and
Miami Corporate Run Events. With thousands of participants at these
events, Life 02 became known to local businesses, Florida communities
and served as an excellent means of introducing Life O2 to part-time
and avid athletes.
9
A major part of the Life O2 marketing strategy included the creation
of the Team Life O2 Elite Athlete Program. Kicked off in June with a
program orientation, the Life O2 athletes have represented the product
at a variety of competitions and events. Scouting for athletes at
events such as the NASDAQ-100 International Tennis Tournament, the
Life O2 Triathlon Trilogy Series, and the Florida Duathlon Series has
allowed the company to maintain a unique vantage point from which to
discuss the benefits of the product and gain new consumers.
The members of Team Life O2 compete at events all over the world
including the Ironman competition in Austria, the Paul Mitchell 5K
Race in Rimini, Italy, and the National Sprint Championship in
Florida. Athletes proudly wear Life O2 uniforms and are avid
proponents of the benefits of superoxygenated water. In addition to
triathletes, Life O2 sponsors tennis and volleyball players.
Events such as the NASDAQ-100 Tennis Tournament, the Chris Evert
National Juniors Tennis Tournament and the Life O2 Florida Beach
Volleyball Series served as outlets for endorsement of the product as
well as recruiting of athletes. Athletes, such as highly ranked
junior tennis players and nationally recognized champion beach
volleyball players, are receiving national, international and local
media coverage with the Life O2 logo on their clothing and Life O2
bottles in their hands. Promotional events are coordinated in
conjunction with athletes to ensure maximum exposure.
During the first quarter the following marketing objectives were
accomplished:
* Two new Life O2 products (a 16.9 ounce and a 1.5 liter) were
introduced to the market. New label packaging and point-of-purchase
materials were created, produced and distributed to retail locations
throughout the BEVsystems distribution network including Florida, New
York, New Jersey and South Carolina.
* A new marketing campaign theme was produced with an emphasis on
product benefits, increased endurance, sharper concentration,
decreased recovery time and increased athletic performance. This
theme was conveyed through all point-of-purchase materials including
in-store displays, hanging triaramas, posters, static clings, etc.
* A pilot Home and Office Delivery program was initiated with Palm
Water, Double Eagle and Carolina Water in Miami-Dade, Broward and West
Palm Beach counties in Florida. All components of the program
including marketing materials, coupon program, mailing inserts and a
self-published health and fitness magazine were created, produced and
distributed in support of this pilot program. To date the Home and
Office Delivery program has exceeded the stated goals for the pilot
program.
* The Life O2 web site was further developed to include the following
upgrades: an area highlighting the Team Life O2 Elite Athlete Program
participants, a Media Library to show pictures, media coverage and
Life O2 in the community, and an On-Line Store for ordering Life O2
and branded merchandise. These areas will be launched in August 2002.
10
Facility Improvements
- ---------------------
During the first quarter of the fiscal year the Company undertook
several significant upgrades to the Clearwater production facility.
The first upgrade was the installation of a BEVSystems-patented P4
oxygenation unit. This unit immediately raised the Oxygenation level
capability of the plant to approximately 1000%, compared to Aqua
Clara's 800%. Additionally, the Company procured, refurbished, and
installed an insulated storage tank, which, in conjunction with a
process chiller due to arrive at the plant shortly, will allow
reduction of water temperature from approximately 88?F (as received
from the municipal source) to less than 50?F. This reduced product
temperature will support Oxygenation levels of up to 1500%. The
Company also installed an Ozone injection system for end-to-end
bacteriological control. This provides the highest level of insurance
against biological product contamination. As a further quality
improvement measure, a sub-micron (one micron = one millionth of a
meter) filter was installed as a final barrier against any
contaminants reaching the filler and possibly entering the finished
product. Lastly, to support the Life O2 OXY-LOC packaging, an
induction sealer was installed. This unit electronically seals the
cap's foil inner seal to the bottle, ensuring maximum Oxygen
retention.
In parallel with the above upgrades, the facility's existing Quality
Assurance/Quality Control Program was replaced with a new, more
comprehensive program. The new program includes dedicated Quality
Control Superintendent and Laboratory Technician to conduct and record
the complex series of product quality and package integrity tests
performed regularly throughout the day. The new program also required
installation of additional sample taps at many locations in the water
treatment system, which supports an expanded test series as additional
verification of the effectiveness of each processing component.
BEVsystems' objectives for its first quarter ending June 30, 2002
encompassed the expansion of its distribution network and the growth
of its target markets to include Florida, New York, New Jersey and
parts of South Carolina. The implementation of its sales and
marketing strategies to support this growth was also included in its
stated goals.
Results of Operations
- ---------------------
The Company was formed on March 20, 2001 and had expenses of $644,580
for the period of inception through the quarter ending June 30, 2001.
These expenses were related to start-up costs in connection with the
acquisition of the Assets of the Beverage Division of Life
International Products, LLP. The company did not begin operations
until July 13, 2001, when the acquisition was completed.
Additionally, the Company acquired Aqua Clara Bottling & Distribution,
Inc. and Subsidiaries on February 25, 2002. As such, the financial
statement comparison does not accurately reflect comparative results
of operations.
Sales for the three months ended June 30, 2002 were $213,322.
The net loss for the three months ended June 30, 2002 was $2,918,843
with Selling and Marketing totaling $597,506 and general and
administrative expenses for the period totaling $2,368,959. In
connection with the issuance of both restricted and S-8 common stock,
the company recorded $2,237,407 of expense, which is included in the
results of operation for the three months ended June 30, 2002.
The Company does not intend to manufacture bottled water products
without firm orders in hand for its products. The Company intends to
expend costs over the next twelve months in advertising, marketing and
distribution, which amounts are expected to be expended prior to the
receipt of significant revenues. There can be no assurance that the
company will generate significant revenues as a result of its
investment in advertising, marketing and distribution and there can be
no assurance that the company will be able to continue to attract the
capital required to fund its business plan.
11
Liquidity and Capital Resources
- -------------------------------
Our primary source of liquidity has historically consisted of sales of
equity securities and debt instruments. The company is currently
engaged in discussions with numerous parties with respect to raising
additional capital. Independent Auditors have determined under
Generally Accepted Accounting Principles that the company has a "Going
Concern" related to the liquidity for the next twelve months.
However, the Company has no definitive plans or arrangements in place
with respect to additional capital sources at this time. The Company
has no lines of credit available to it at this time. There is no
assurance that additional capital will be available to the Company
when or if required.
12
BEVsystems International, Inc. And Subsidiaries
Part II
Other Information
Item 6
Exhibits and Reports
--------------------
Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
21.1 Subsidiaries
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the three
month period ended June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: August 14, 2002 BEVsystems International, Inc.
By: /s/G. Robert Tatum
----------------------------------
G. Robert Tatum
President, Chief Executive Officer
13
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ---------------
21.1 Subsidiaries
14