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 June 30, 2002
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
Commission file number 0-30285
ENERGY VISIONS INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
43 Fairmeadow Avenue, Toronto, Ontario, Canada M2P 1W8
(Address of principal executive offices) (Zip Code)
(416) 733-2736
(Issuer's telephone number)
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, and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of June 30, 2002, the Issuer had 17,867,116 shares of outstanding Common
Stock.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
ENERGY VISIONS INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED BALANCE SHEET
(expressed in U.S. dollars)
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(Unaudited)
June 30 September 30,
2002 2001
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ASSETS
Current Assets:
Cash and cash equivalents $ 100,086 $ 489,074
Accounts receivable, net of allowance of $148,000 and $90,000, respectively 8,229 8,077
Refundable investment tax credits 28,066 86,725
Prepaid expenses and other current assets 56,896 96,505
------------ -------------
Total current assets 193,277 680,381
Property and Equipment, net of accumulated depreciation of $246,000 and $185,000, respectively 416,243 423,233
License and Technology costs, net of accumulated amortization of $181,000 in 2001 - 273,549
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Total Assets $ 609,520 $ 1,377,163
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 764,234 $ 494,861
Due to related parties 751,405 495,302
------------ ------------
Total current liabilities 1,515,639 990,163
Loan Payable 284,398 273,470
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Total liabilities 1,800,037 1,263,633
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Commitments and Contingencies
Stockholders' Equity (Deficiency):
Preferred stock - $.0001 par value; authorized 5,000,000 shares, none issued
Common stock - $.0001 par value; authorized 50,000,000 shares,
issued and outstanding 17,867,116 and 17,628,979 shares 1,787 1,763
Additional paid-in capital 10,221,065 10,000,174
Accumulated other comprehensive income 2,680 31,712
Deficit accumulated during the development stage (11,416,049) (9,920,119)
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Stockholders' equity (deficiency) (1,190,517) 113,530
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Total Liabilities and Stockholders' Equity $ 609,520 $ 1,377,163
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See Notes to Consolidated Financial Statements
ENERGY VISIONS INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
(expressed in U.S. dollars)
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(Unaudited)
Period from
Three months ended Nine months ended November 19, 1996
June 30, June 30, June 30, June 30, (inception) to
2002 2001 2002 2001 June 30, 2002
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Revenue $ - $ 25,827 $ 50,000 $ 116,899 $ 603,495
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Expenses:
Research and development costs 185,560 319,142 592,351 742,952 2,454,958
Professional fees 221,358 29,566 402,661 236,382 1,874,861
General and administrative 309,997 107,606 453,400 354,137 4,931,430
Interest and financing costs 7,008 426,094 16,701 1,480,250 2,310,704
Depreciation and amortization 18,662 28,872 80,817 83,972 447,591
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Total expenses 742,585 911,280 1,545,930 2,897,693 12,019,544
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Net loss $ (742,585) $ (885,453) $(1,495,930) $ (2,780,794) $ (11,416,049)
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Loss per common share - basic and diluted ($0.04) ($0.06) ($0.08) ($0.20)
=================================================================================================================================
Weighted-average number of common
shares outstanding - basic and diluted 17,867,116 13,628,979 17,723,187 13,621,298
=================================================================================================================================
See Notes to Consolidated Financial Statements
ENERGY VISIONS INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(expressed in U.S. dollars)
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Period from
Three months ended Nine months ended November 19, 1996
June 30, June 30, June 30, June 30, (inception) to
2002 2001 2002 2001 June 30, 2002
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Net Loss $ (742,585) $ (885,453) $(1,495,930) $(2,780,794) $ (11,416,049)
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Other comprehensive income (loss):
Foreign Currency Translation (34,813) (39,076) (29,032) 6,912 2,680
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Comprehensive loss $ (777,398) $ (924,529) $(1,524,962) $(2,773,882) $ (11,413,369)
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ENERGY VISIONS INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(expressed in U.S. dollars)
- ----------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
Period from
Nine months ended November 19, 1996
June 30, June 30, (inception) to
2002 2001 June 30, 2002
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Cash flows from operating activities:
Net loss $ (1,495,930) $ (2,780,794) $ (11,416,049)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization 80,817 83,972 447,591
Allowance for doubful accounts 53,000 143,000
Noncash interest on advances settled with related party 28,604
Common stock issued to founders 146,801
Noncash compensatory charge on stock issued to an officer 3,018,815
Common stock issued for services 145,170 364,557
Noncash compensatory charge on stock options issued to an officer 275,950
Noncash compensatory charge for extension of the expiration date of options 282,875 282,875
Issuance of compensatory stock options 8,582 524,078
Issuance of compensatory stock warrants 138,801 1,388,668 2,185,992
Impairment of license and technology costs 253,480 253,480
Changes in operating assets and liabilities:
Increase in accounts receivable (53,152) (71,641) (151,229)
Decrease (increase) in refundable investment tax credits 58,659 16,031 (28,066)
Decrease (Increase) in prepaid expenses and other current assets 39,609 59,139 (56,896)
Increase in accounts payable and accrued expenses 269,373 469,411 764,234
Decrease in deferred revenue (44,920) -
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Net cash used in operating activities (646,761) (452,089) (3,216,263)
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Cash flows from investing activities:
Purchases of property and equipment (53,758) (61,614) (212,387)
Acquisition of license and technology (4,927)
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Cash used in investing activities (53,758) (61,614) (217,314)
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Cash flows from financing activities:
Proceeds from related parties' advances 256,103 441,044 998,751
Proceeds from (repayments on) issuance of debentures (69,342) 497,678
Proceeds from loan payable 10,928 237,303 284,398
Proceeds from issuance of common stock 73,532 2,150,329
Proceeds from issuance of common stock upon exercise of warrants & options 22,505 97,505
Repayment of debentures (497,678)
Increase in deferred offering costs (126,000) -
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Net cash provided by financing activities 340,563 505,510 3,530,983
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Effect of exchange rate changes on cash (29,032) 6,912 2,680
Net increase (Decrease) in cash (388,988) (1,281) 100,086
Cash at beginning of period 489,074 3,793
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Cash at end of period $ 100,086 $ 2,512 $ 100,086
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 10,798 $ 33,891 $ 187,180
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Supplemental schedule of noncash investing and financing activities:
Issuance of common stock for payment of laboratory equipment $ 450,000
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Issuance of common stock in satisfaction of debt related to acquisition of
license and technology $ 450,000
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Issuance of common stock for payment of advances owed to an officer $ 275,950
==================================================================================================================================
Issuance of stock warrants to debenture holders in connection with extension of
maturity dates $ 752,120 $ 1,308,336
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Issuance of common stock to agent for extension of maturity dates $ 75,170
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Issuance of stock warrants for related party advances $ 29,663
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See Notes to Consolidated Financial Statements
ENERGY VISIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
(Unaudited)
1. Basis of Presentation:
The financial statements at June 30, 2002 and for the three month and nine
month periods ended June 30, 2002 and 2001, 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 operating results for the interim periods. The
financial statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission, and therefore omit
certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America. The Company believes that the
disclosures contained in the financial statements are adequate to make the
information presented therein not misleading. The financial statements
should be read in conjunction with the financial statements and notes
thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Annual
Report on Form 10-KSB for the fiscal year ending September 30, 2001.
The results of operations for the three month and nine month periods ended
June 30, 2002 is not necessarily indicative of the results that may be
expected for the entire fiscal year ending September 30, 2002.
The Company is in the development stage and its operations are subject to
all of the risks inherent in an emerging business enterprise. The
accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the financial statements, the
Company incurred losses of $1,495,930 and $2,780,794 for the nine month
periods ended June 30, 2002 and 2001, and $11,416,049 since its inception
in 1996. The Company has had limited revenue during those periods. There is
no assurance that the Company will not encounter substantial delays and
expenses related to financing the successful completion of its product
development and marketing efforts and/or other unforeseen difficulties. The
Company will be required to expand its management and administrative
capabilities in order to manage the aforementioned items as well as respond
to competitive conditions, and will require additional funds. The Company
is seeking other funds through additional equity financing and potential
collaborative arrangements. Such additional funds may not be available on
terms acceptable to the Company. These factors indicate that the Company
may not be able to continue as a going concern. The financial statements do
not include adjustments that might result from the outcome of this
uncertainty.
2. Impairment of License and Technology Costs
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and
Other Intangible Assets. Under SFAS No. 142, goodwill is no longer subject
to amortization over its estimated useful life. Rather, goodwill is subject
to at least an annual assessment for impairment by applying a fair-value
based test. Additionally, an acquired intangible asset should be separately
recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed, rented or exchanged, regardless of the acquiror's
intent to do so. The Company has determined that even though this
intangible asset has a finite life, there is no certainty of its ability to
contribute to the Company's future cash flow. Based on this assessment, the
Company has recorded a charge to its operations in the current quarter
amounting to approximately $254,000 and included this amount in general and
administrative expenses.
3. Due To Related Parties:
Advances amounting to approximately $751,000 (including accrued interest)
at June 30, 2002, from the Company's president and chief executive officer,
a company controlled by this individual and the spouse of this individual
are reflected in current liabilities in the accompanying consolidated
balance sheet. Approximately $495,000 of these advances cannot be repaid
out of the proceeds of the August 2001 Company's Canadian offering pursuant
to an agreement with the TSX Venture Exchange (formerly the Canadian
Venture Exchange) ("TSX") for a period of one year from the date of closing
of that offering.
4. Stock Options:
On October 2, 2001, the Company's board of directors approved a new stock
option plan (the "Plan") which became effective upon its approval by the
TSX and the Company's shareholders on May 22, 2002. A maximum of 3,500,000
options to purchase shares of common stock can be issued by the Company
under the Plan.
On October 2, 2001, the Company agreed to issue options to purchase 150,000
shares of common stock at an exercise price of $0.27 (Cdn $0.43) per common
share to two officers and directors under the Plan. On November 1, 2001,
the Company agreed to issue options to purchase 500,000 shares of common
stock at an exercise price of $0.41 (Cdn $0.65) per common share to
officers and directors and a nonemployee under the Plan. On November 22,
2001, the Company agreed to issue options to purchase 110,000 shares of
common stock at an exercise price of $0.39 (Cdn $0.63) per common share to
an employee and nonemployee under the Plan. On January 11, 2002, the
Company agreed to issue options to purchase 50,000 shares of common stock
at an exercise price of $0.31 (Cdn $0.50) per common share to an employee
under the Plan.
These options were issued and became exercisable over an eighteen month
period upon the approval of the proposed Plan. The Company recorded a
charge to operations for approximately $9,000, representing the fair value
of options issued to nonemployees to purchase 35,000 shares of common
stock. The Company did not record a charge to operations for the remaining
options issued to officers, directors and employees to purchase 775,000
shares of common stock, since these options were issued at exercise prices
exceeding the fair value of the Company's common stock at the date the Plan
became effective.
5. Noncash Compensation:
During the nine month period ended June 30, 2002 the Company recorded a
charge to operations of approximately $139,000, which represents research
and development services performed by the Alberta Research Council, Inc.
("ARC") during the period. At June 30, 2002, Special Warrants issued but
not earned by ARC were approximately 559,000.
6. Private Placement:
On March 14, 2002, the Company completed a private offering of 238,137
shares of common stock in Canada and received net proceeds of approximately
$116,000 Canadian dollars (approximately US $74,000). In connection with
this private offering, warrants to purchase 238,137 shares of common stock
were issued, exercisable at $0.47 (Cdn. $0.75) per common share.
7. Proposed Transaction:
On April 16, 2002, the Company signed an agreement to purchase 1,000,000
preferred shares of Pure Energy Inc. ("PEI") at a price of Cdn. $1,000,000,
to be paid by the issuance of 1,000,000 shares of the Company's common
stock at a price of Cdn. $1.00 per share. The proposed agreement and
issuance of the Company's common shares is subject to approval from various
regulatory agencies. The preferred shares acquired by the Company would be
convertible into common shares of PEI and together with additional PEI
shares that the Company may purchase pursuant to a four month unconditional
option, when combined with the PEI shares currently held by Wayne Hartford,
the Company's principal shareholder, would constitute a controlling
interest in PEI. The ability of the Company to complete the proposed
transaction involves a number of risks and uncertainties and there is no
assurance that the proposed transaction will be completed.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion should be read in conjunction with the financial
statements and related notes which are included under Item 1.
Certain statements made in this Quarterly Report on Form 10-QSB are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or
achievements of the Company to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, the
Company's actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include, but are not limited to, general economic conditions, our ability to
complete development and then market our products, competitive factors and other
risk factors as stated in other of our public filings with the Securities and
Exchange Commission.
This report is for the three and nine month periods ended June 30, 2002. The
reader is directed to the Company's Annual Report on Form 10-KSB filing for more
information about the Company. Accordingly, this section will primarily discuss
the Company's position as of the filing date hereof.
Overview
Energy Visions Inc. (hereafter, the "Company" or "EVI") was formed in 1996 to
research, develop and commercialize rechargeable battery technologies. The
Company has several electrochemical technologies and is currently primarily
working on the development and commercialization of the Direct Methanol Fuel
Cell ("DMFC"), and the Nickel Zinc ("NiZn") technology.
Costs relating to the DMFC project are in large part supported by Alberta
Research Council Inc. ("ARC"). The Company expects to spend significant sums
upon expanding its battery testing capability. While there can be no assurance
that our business plan for the next year will be successful, the R&D programs,
strategic alliances and targeted financing planned for the Company are expected
to support the Company's activities until significant income streams of
royalties and licence fees develop.
Comparative Disclosure
During the quarter ended June 30, 2002, the Company was still a development
stage company and has yet to achieve significant revenues. Revenues were - $0 -
and approximately $50,000, respectively, for the three month and nine month
periods ended June 30, 2002 and were entirely earned from research and
development services performed for and licensing fees from Ilion Technology
Corporation ("Ilion"). Ilion has not paid sums in connection with research and
development funding through March 31, 2002 of approximately $148,000 and the
matter is currently under active negotiation. The Company expects no more
revenue from this source, anticipates an agreement to terminate the agreement
with Ilion, and has not therefore recorded additional revenue in the current
quarter. The revenue for the nine month period ended June 30, 2002 of
approximately $50,000 decreased by 57% from approximately $117,000 in these
circumstances as a result of the Company earning additional research and
development revenues in the prior year's period.
The Company's expenses in the quarters ended June 30, 2002 and 2001 totaled
approximately $743,000 and $911,000, respectively, resulting in a decrease of
approximately 18%. This decrease was primarily the result of the Company
incurring in the prior period noncash financing costs of approximately $403,000
relating to the issuance of stock warrants to debenture holders and a promoter
in connection with the extension of the maturity dates of such debentures,
offset by the charge in the current period of approximately $254,000 for the
impairment of license and technology costs resulting from the Company's
determination that there is no certainty of those assets contributing to future
cash flow. The Company's expenses in the nine month periods ended June 30, 2002
and 2001 totaled approximately $1,546,000 and $2,898,000, respectively,
resulting in a decrease of 47%. Such decrease is primarily the result of the
Company incurring, in the prior year's period, noncash compensatory charges of
approximately $1,254,000 relating to the issuance of stock warrants to debenture
holders and a promoter in connection with the extension of the maturity dates of
such debentures. Additionally, in that prior period, the Company incurred
charges of approximately $70,000 for common stock issued to consultants for
investment advisory services provided in connection with the Company filing a
preliminary prospectus in Canada for the sale of shares of common stock.
One of the most significant expenses included above is the Company's research
and development costs. Research and development costs for the three month and
nine month periods ended June 30, 2002 were approximately $186,000 and $592,000,
respectively. Compared to the research and development costs for the same three
month and nine month periods in the prior year of approximately $319,000 and
$743,000, respectively, a decrease of 42% and 20%, respectively. The 2002 values
include approximately $29,000 for the three month period and $139,000 for the
nine month period in noncash compensatory charges for research and development
services performed by ARC, compared with approximately $134,000 for the three
and nine month periods in the prior period. The prior period also included
approximately $90,000 for the extension of the expiration dates of options
previously issued to laboratory consultants. Research and development costs are
expected to decrease in the short term as the Company refocuses its activities
in Calgary, Alberta for its joint program with ARC.
Professional fees for the three month and nine month periods ended June 30, 2002
were approximately $221,000 and $403,000, respectively. Compared to professional
fees for the same three month and nine month periods in the prior year of
approximately $30,000 and $236,000, respectively, increases of 637% and 71%,
respectively. The Company incurred legal defense costs of approximately $93,000
in the current period and financial advisory fees of approximately $20,000 and
$68,000, respectively, for the three month and nine month periods ended June 30,
2002, not incurred in the prior year's periods primarily for the matter
discussed in Item I, Part II.
General and administrative expenses increased to approximately $310,000 for the
three month period ended June 30, 2002 from $108,000 for the comparable period
in the prior year, an increase of approximately 187%, primarily the result of
the charge in the current period of approximately $254,000 for the impairment of
license and technology costs where the Company has determined there is no
certainty of those assets contributing to its future cash flow, netted against
the prior period's noncash compensatory charges of approximately $59,000 for the
extension of the expiration dates of options previously issued to nonemployees.
Compared to the nine month period from the prior year, general and
administrative expenses increased from approximately $354,000 to approximately
$453,000 for the nine month period ended June 30, 2002, resulting in a increase
of 28%. Such net increase in general and administrative expenses primarily
resulted from the Company incurring in the prior period noncash compensatory
charges of approximately $193,000 for the extension of the expiration dates of
options previously issued to nonemployees, offset by the charge of $254,000 for
the impairment of license and technology costs referred to above.
Interest and financing costs for the three month and nine month periods ended
June 30, 2002 were approximately $7,000 and $17,000, respectively. Interest and
financing costs for the three month and nine month periods ended June 30, 2001
were approximately $426,000 and $1,480,000, respectively. In the current year,
the Company essentially incurred minimal interest and financing costs. During
the prior year, the Company incurred noncash financing costs of approximately
$403,000 and $1,254,000 during the three month and nine month periods, relating
to the issuance of stock warrants to debenture holders and a promoter.
Additionally, the Company incurred charges of approximately $70,000 during the
nine month period in the prior year for common stock issued to consultants for
investment advisory services provided in connection with the Company filing a
preliminary prospectus for the sale of shares of common stock in Canada.
Furthermore, the Company accrued approximately $67,000 in the nine month period
ended June 30, 2001 for interest on debentures issued on March 30, 2000; no such
debentures existed in the current year's nine month period.
Critical Accounting Policies and Estimates
The Company has identified the policies below as critical to its business
operations and the understanding of its results of operations. Note that the
preparation of this Quarterly Report on Form 10-QSB requires the Company to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.
Development stage company. The Company is considered to be in the
development stage as it devotes substantially all of its efforts to establishing
a new business through activities such as financial planning, raising capital,
and research and development.
Revenue recognition. The Company recognizes revenue when the services are
performed.
Impairment of intangible assets. The Company identifies and records
impairment on long-lived assets when events and circumstances indicate that such
assets have been impaired. The Company periodically evaluates the recoverability
of its long-lived assets based on the expected undiscounted cash flows, and
recognizes impairment, if any, based on the expected discounted cash flows.
Research and development. The Company incurs costs in connection with its
development of cost effective materials and manufacturing processes for battery
and fuel cell systems. The Company expenses such research and development costs
as incurred.
Liquidity
At June 30, 2002, the Company had approximately $100,000 cash on hand and a
working capital deficiency of approximately $1,323,000. The Company currently
estimates it will have approximately $115,000 in monthly expenses and limited or
no monthly revenues.
The Company is seeking to raise new capital to support its growth and technology
research and development costs and to fund expanded capital facilities. The
working capital deficiency of $1,323,000 at June 30, 2002, includes
approximately $751,000 owed to the Company's President and Chief Executive
Officer, a company controlled by this individual and the spouse of this
individual. Approximately $495,000 of such sum cannot be repaid, through August
22, 2002 out of the proceeds of the August 2001 share offering.
It is of great importance that the Company successfully raise new equity to
cover its working capital requirements and to permit the Company to proceed with
the acquisition of a control position in Pure Energy Inc., which operates a
battery manufacturing plant in Amherst, Nova Scotia. The Company is attempting
to raise new capital in a number of ways, including private placements and
investments into the Canadian operating subsidiary via Province of Ontario
"Research Oriented Investment Funds". There can be no assurance, however, that
these or any other financings will be successful, and if they are not
successful, additional debt financing will be required and the Company's
research and development activities will have to be reduced or will not
accelerate to the extent otherwise intended.
The Company has a joint research and development program with ARC pursuant to
which a joint development program is in progress in Alberta to create prototype
fuel cells based upon the Company's Direct Methanol Fuel Cell technology. The
Company is currently refocusing its activities on its Direct Methanol Fuel Cell
scientific research program and while that is being completed anticipates a
reduced funding from ARC. National Research Council of Canada ("NRC") has
verbally indicated its intention to support the DMFC initiative by allocating
technical staff to the project and providing other significant support. Such
arrangements will collectively, the Company anticipates, enhance the likelihood
of any offering of shares being successful.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company and its major shareholders announced on April 1, 2002 that they had
commenced an action in the Ontario Superior Court of Justice against Northern
Securities Inc., Vic Alboini and Stature Inc. claiming, among other relief,
damages for breach of contract, negligence and breach of fiduciary duties in
connection with EVI's private and public financings in 2000 and 2001 and trading
activities by Northern Securities Inc. in EVI stock since August 23, 2001. The
defendants have taken steps to defend against the lawsuit and to counterclaim
against the Company and others. The matter is currently under active
negotiation.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to Vote of Security Holders.
On May 8, 2002, the shareholders of the Company approved the adoption of the
2001 Share Option Plan in the form attached to the Management Information
Circular of the Company dated March 22, 2002. The shareholders also confirmed
the grant of 810,000 options as per detail set out in such Circular.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 99.1 - Certification of Chief Executive Officer.
(b) Exhibit 99.2 - Certification of Chief Financial Officer.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned thereto duly
authorized.
Date: May , 2002
ENERGY VISIONS INC.
/s/Peter F. Searle
------------------
Peter F. Searle
Vice President, Finance