1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 10-QSB-A SECOND AMENDMENT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO ___________ COMMISSION FILE NUMBER: 0-12185 ------------- DAUGHERTY RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE (State or other jurisdiction of incorporation or (I.R.S. EMPLOYER organization) IDENTIFICATION NO.) 120 PROSPEROUS PLACE, SUITE 201 LEXINGTON, KENTUCKY 40509-1844 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (606) 263-3948 ------------- 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 . --- --- THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF JUNE 30, 1999, WAS 2,272,182. Transitional Small Business Disclosure Format (check one): Yes No X. --- --- ================================================================================ 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The information required by this Item 1 appears on pages 8 through 11 of this Report, and is incorporated herein by reference. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following is a discussion of the Company's financial condition and results of operations. This discussion should be read in conjunction with the Financial Statements of the Company described in Item 1 of this Report. Statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are not historical facts may be forward looking statements. Reliance upon such information involves risks and uncertainties, including those created by general market conditions, competition and the possibility that events may occur which could limit the ability of the Company to maintain or improve its operating results or execute its primary growth strategy. Although management believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurances that the forward-looking statements included herein will prove to be accurate. The inclusion of such information should not be regarded as a representation by management or any other person that the objectives and plans of the Company will be achieved. Moreover, such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Daugherty Resources, Inc., formerly Alaska Apollo Resources Inc., (the "Company" or the "Registrant") is a diversified natural resources company with assets in oil and gas, wood products manufacturing, and gold prospects. Originally formed in 1979 to develop gold properties, the Company in the fourth quarter of 1993, acquired its wholly owned subsidiary, Daugherty Petroleum, Inc. The purchase of Daugherty Petroleum, Inc. and the subsequent purchase of 80% of Red River Hardwoods, Inc. in the fourth quarter of 1996 have given the Company a diversified revenue and asset base that is primarily located in Appalachia. Since acquiring Daugherty Petroleum, Inc., the Company has increased its reserves through the acquisition of oil and gas properties in the Appalachian and Illinois Basins, and the drilling of wells through joint venture and turnkey drilling programs, where Daugherty Petroleum, Inc. is the primary decision maker. The Company continues to aggressively seek acquisitions and drilling programs. At the Annual General Meeting held on June 30, 1999, shareholders approved special resolutions, effective June 30, 1999, authorizing the following: 1. Increasing the Company's authorized common shares from 10,000,000 common shares without par value to 100,000,000 common shares without par value; 2. Altering the Memorandum of the Company so that the authorized capital will be increased by creating 5,000,000 preferred shares without par value; 3. Attaching special rights and restrictions to the common shares and preferred shares; Effective June 29, 1998, the Company's stock was traded on The Nasdaq Small Cap Market under the name Daugherty Resources, Inc. Effective March 15, 1999, the Company's symbol was changed to "NGAS". The creation of the preferred shares by the Company will allow the planned acquisition of interests in certain oil and gas wells in Kentucky, Louisiana and Tennessee. Management believes this acquisition will close in the third quarter of 1999. 2 3 The acquisition of Red River Hardwoods, Inc. in November of 1996 diversified the Company by adding lumber sales and manufacturing activities. Since its acquisition, Red River's activities have been reflected on the Company's Consolidated Financial Statements. However, on June 30, 1999, a Letter of Intent was signed to sell Red River to H & S Lumber, Inc., Clay City, KY. A definitive agreement was reached during August of 1999, that provides for H & S to pay Daugherty Petroleum $537,000 and assume all of Red River's liabilities with the exception of debt owed by Red River to Daugherty Petroleum and approximately $170,000 owed to another lender. The sale closed during December 1999 and has an effective date of June 30, 1999. The agreement further provides for Red River's manufacturing operations to be conducted by H & S pending the closing of the sale of the stock in the 80% owned subsidiary. In the interim and pending the closing, the Company retains ownership of the assets and responsibility for the secured debt, and H & S is responsible for the operations of the facility and income and expenses related thereto, plus debt service on secured debt. The sale of Red River will allow the Company's management to concentrate on expanding its core oil and gas operations. This Second Amended Form 10-QSB is being filed to restate the Company's financial statements as a result of notification received on April 5, 2000 from the auditors of its subsidiary, Daugherty Petroleum, Inc., that indicated the Company had failed to properly apply the accounting rules relating to a sale and disposal of a business segment. The error resulted when the Company recorded the disposition of Red River Hardwoods in two separate components: 1) an increase in beginning Shareholders Equity, and 2) a loss from discontinued operations. The proper accounting for the disposition was to record the gain or loss on the sale and the results of operations in the Statements of Income net of tax. In the Company prepared financial statements previously filed in its first amended Form 10-QSB dated January 12, 2000, the disposal of a business segment rules were not correctly followed, and, as a result, the Company reported a loss of $269,363 rather than a gain of $933,272 on the disposition. The financial statements have been restated to properly reflect the divestiture. The Company continues its tradition of realizing revenues from its oil and gas operations. For the six months ending June 30, 1999, the Company drilled four natural gas wells. By comparison, for the same period of 1998, the Company drilled seven natural gas wells. Drilling operations for the first six months of 1999 were primarily related to a joint venture on the Company's farmout acreage acquired from Equitable Resources Energy Corporation. LIQUIDITY The Company continues to acquire natural gas and oil properties. Daugherty Petroleum, Inc. has provided the Company with a diversified asset base that includes natural resources other than its original gold and silver mining properties. During the first six months of 1999, management continued to invest in areas it deemed crucial in developing an infrastructure suitable to support future growth. These areas included ongoing expenses in management, professional and operational personnel, and other expenses deemed necessary to position the Company for future acquisitions and financing. Historically, the Company's revenues have been from its interests in the producing natural gas and oil wells it operates and in which it owns interests, from its activities as "turnkey driller" and operator for various drilling programs in its geographic area, and sales of wood products. Daugherty Petroleum, Inc. has reduced its dependence on activities as "turnkey driller" for private investors and instead concentrated on joint ventures with industry partners. During the first six months of 1999, approximately 61% of the Company's revenues were derived from joint venture drilling. Natural gas and oil operations and revenues accounted for 39% of the revenues. The Company plans to drill 15 wells during the last two quarters of 1999 and earn interests ranging from 12.5% to 50% interest in each well it drills. Working capital for the period ending June 30, 1999, was a negative $2,342,765 compared to the same period in 1998, when working capital was a negative $2,626,659. During the first six months of 1999, and compared to the same period in 1998, the changes in the composition of the Company's current assets were: cash balances increased $104,484 from $192,291 to $296,775 accounts receivable balances decreased $160,843 from $225,641 to $64,798. Other current assets such as prepaids 3 4 and notes receivable increased $530,000 from $0 to $530,000 due to the sale of Red River Hardwoods, Inc. Overall, current assets increased by $473,641 to $891,573. Current liabilities for the period ended June 30, 1999 were $3,234,338 compared to $3,044,591 for the period ended June 30, 1998. While management believes that its cash flow resulting in operating revenues will contribute significantly to its short-term financial commitments and operating costs, it has continued to refine its long range strategy in 1999 to meet the Company's financial obligations. This strategy involves: - ACQUISITION OF REVENUE-PRODUCING PROPERTIES: In November 1997, Daugherty Petroleum signed a Letter of Intent to acquire producing oil and gas properties in Kentucky, Louisiana and Tennessee. Management believes that the addition of these properties will favorably impact the Company's cash flow. Daugherty Petroleum is also continually reviewing existing properties in its area of interest that are for sale. - INCREASING THE LINE OF CREDIT: The Company obtained a $1,000,000 line of credit from Compass Bank of Houston, Texas in 1998. The Company expects to increase the line of credit in 1999. - INSTALLATION OF ADDITIONAL NATURAL GAS GATHERING SYSTEM: The Company plans to expand its natural gas pipeline by 45,000 feet in 1999. The extension will allow for substantially more natural gas to be transported to market from wells drilled in 1998 and 1999. - CONVERTIBLE NOTE PRIVATE PLACEMENT: During the second and third quarters of 1999, the Company is sponsoring a Convertible Note Private Placement. The notes carry a five year term and pay 10% interest. The notes are convertible to common stock at 125% of the lowest average bid ten days prior to the closing which is expected to take place prior to August 20, 1999. As of August 1, 1999, $800,000 had been committed. - SALE OF RED RIVER HARDWOODS, INC.: The Company has signed a Letter of Intent to sell its 80% stake in Red River. The sale closed during December 1999 and has an effective date of June 30, 1999. The sale of Red River will allow the Company's management to concentrate on expanding its core oil and gas operations. These financial statements have been restated to reflect this divestiture. RESULTS OF OPERATIONS For the six month period ending June 30, 1999, the Company's gross revenues decreased $528,768 to $539,611 from $1,068,379 for the same period in 1998. The Company experienced a net loss from continuing operations of $516,859 in this period compared to a net loss of $473,421 in the same period of 1998. The company reported net income on discontinued operations of $694,368 the six months ended June 30, 1999 compared to income of $49,771 for the same period of 1998. The Company's gross revenues were derived from drilling contract revenues of $326,834 (61%), and from natural gas and oil operations and production revenues of $212,777 (39%). The decrease in gross revenues of $528,768 was primarily attributable to the decreased drilling activities during the period. Contract revenues from drilling activities decreased by $461,212 from $788,046 in the first six months of 1998 to $326,834 in the first six months of 1999. During the first six months of 1999, total direct costs decreased by $515,118 to $403,406 compared to $918,524 in the first six months of 1998. These direct costs included drilling and related costs for four natural gas wells. YEAR 2000 INFORMATION The Company's field and administrative operations have been reviewed for Year 2000 Compliance. Normal upgrades will result in essential operations being Year 2000 compliant. Some remaining operations, such as non-essential personal computers and non-financial software products, can be easily upgraded at nominal cost and 4 5 inconvenience. The Company has contacted its gas purchasers and third party software and service vendors concerning Year 2000 compliance. Those third parties not already compliant have indicated that they are working to be compliant. The Company will be preparing contingency plans regarding those third parties that do not currently meet Year 2000 compliance standards. Costs incurred to date, future costs, implementation of contingency plans and completion of modifications or replacements have not been and are not expected to be material or pose a material risk. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 5. OTHER INFORMATION. Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) List of Documents Filed with this Report. ----------------------------------------- PAGE ---- (1) Balance Sheet for the Period Ended June 30, 1999......... i Income Statement for the Period Ended June 30, 1999...... ii-iii Computation of Per Share Earnings........................ iv All schedules have been omitted since the information required to be submitted has been included in the financial statements or notes or has been omitted as not applicable or not required. (2) Exhibits-- The exhibits indicated by an asterisk (*) are incorporated by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3(a)* Memorandum and Articles for Catalina Energy & Resources Ltd., a British Columbia corporation, dated January 31, 1979, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(b)* Certificate for Catalina Energy & Resources Ltd., a British Columbia corporation, dated November 27, 1981, changing the name of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and further changing the authorized capital of the Company from 5,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, without par value per share, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(c)* Certificate of Change of Name for Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14, 1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo Resources Inc., and further changing the authorized capital of the Company from 20,000,000 shares of common stock, without par value per share, to 6,000,000 shares of common stock, without par value per share. 5 6 3(d)* Altered Memorandum of Alaska Apollo Resources Inc., a British Columbia corporation, dated September 9, 1994, changing the authorized capital of the Company from 6,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, without par value per share. 3(e)* Certificate of Change of Name for Alaska Apollo Resources Inc., a British Columbia corporation, dated June 24, 1998, changing the name of Alaska Apollo Resources Inc. to Daugherty Resources, Inc. and further changing the authorized capital of the Registrant from 20,000,000 shares of common stock, without par value per share, to 50,000,000 shares of common stock, without par value, and authorizing the creation of 6,000,000 shares of preferred stock, without par value per share. (File No.0-12185). 3(f)* Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 24, 1998, changing the authorized common stock of the Registrant from 50,000,000 shares of common stock, without par value per share, to 10,000,000 shares of common stock, without par value. (File No.0-12185). 3(g)* Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 25, 1998, changing the authorized preferred stock of the Registrant from 6,000,000 shares of preferred stock, without par value per share, to 1,200,000 shares of preferred stock, without par value. Filed as an exhibit to Form 8-K, by the Company for reporting an event on June 29, 1998. (File No.0-12185). 4* See Exhibit No. 3(a), (b). (c), (d), (e), (f), and (g). 10(a)* Alaska Apollo Resources Inc. 1997 Stock Option Plan, filed as Exhibit 10(a) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(b)* Incentive Stock Option Agreement by and between Alaska Apollo Resources Inc. and William S. Daugherty dated March 7, 1997, filed as Exhibit 10(b) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(c)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Jayhead Investments Limited dated March 7, 1997, filed as Exhibit 10(c) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(d)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Trio Growth Trust dated March 7, 1997, filed as Exhibit 10(d) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(e)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Exergon Capital S.A. dated March 7, 1997, filed as Exhibit 10(e) to Form 10-K for the Company. 11 Computation of Per Share Earnings. 24 Powers of Attorney. 27 Financial Data Schedule. (b) Reports on Form 8-K. ------------------- Agreement of Purchase and Sale by and between Environmental Energy Partners I, Ltd., Environmental Energy Partners II, Ltd, Environmental Operating Partners, Ltd., Environmental Holding, LLC, Environmental Processing Partners, Ltd., Environmental Energy, Inc., and Environmental Operating, Inc., as Sellers and Daugherty Petroleum, Inc., as Buyer, and 6 7 Daugherty Resources, Inc. as Accommodating Party, dated as of January 26, 1999, filed as an Exhibit to Form 8-K by the Company for reporting an event on May 25, 1999 (File No. 0-12185). (c) Financial Statement Schedules. ----------------------------- No schedules are required, as all information required has been presented in the audited financial statements. 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 of the undersigned hereunto duly authorized. DAUGHERTY RESOURCES, INC. By: /s/ William S. Daugherty ---------------------------------- William S. Daugherty, President Dated: April 10, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ William S. Daugherty Chairman of the Board, President, April 10, 2000 - ------------------------ Director of the Registrant WILLIAM S. DAUGHERTY James K. Klyman* Director of the Registrant April 10, 2000 - ---------------- JAMES K. KLYMAN Charles L. Cotterell* Director of the Registrant April 10, 2000 - --------------------- CHARLES L. COTTERELL *By /s/William S. Daugherty ------------------------ William S. Daugherty, Attorney-in-Fact 7 8 DAUGHERTY RESOURCES. INC. SUMMARY CONSOLIDATED BALANCE SHEETS (United States Dollars) Unaudited 6/30/98 6/30/99 ------------ ------------ ASSETS ------ CURRENT ASSETS - -------------- Cash $ 192,291 $ 296,775 Accounts receivable 225,641 64,798 Inventory - - Other current assets - 530,000 ------------ ------------ TOTAL CURRENT ASSETS 417,932 891,573 OIL & GAS PROPERTIES (NET) 4,279,872 4,614,704 - -------------------------- MINING PROPERTY (NET) 11,232,229 11,232,229 - --------------------- PROPERTY & EQUIPMENT (NET) 128,634 103,327 - -------------------------- OTHER ASSETS - ------------ Related party loans 756,087 256,427 Bonds & deposits 41,000 41,000 Other assets 153,978 99,297 Goodwill, net of amortization of $1,028,997 939,523 760,567 ------------ ------------ 1,890,588 1,157,291 ------------ ------------ TOTAL ASSETS $ 17,949,255 $ 17,999,124 ============ ============ LIABILITIES & STOCKHOLDER'S EQUITY ---------------------------------- CURRENT LIABILITIES - ------------------- Short-term loans & notes $ 32,000 $ 1,029,177 Current portion of LT debt 909,421 141,000 Accounts payable 476,292 441,073 Accrued liabilities 506,724 794,167 Drilling prepayments 1,120,154 828,921 ------------ ------------ TOTAL CURRENT LIABILITIES 3,044,591 3,234,338 LONG-TERM LIABILITIES 925,107 1,591,902 - --------------------- PAYABLE TO RELATED PARTIES 37,612 181,219 - -------------------------- ------------ ------------ 4,007,310 5,007,459 MINORITY INTEREST - - - ----------------- STOCKHOLDER'S EQUITY - -------------------- Common stock 21,054,304 21,319,145 Common stock subscribed - - Additional paid in capital - - Retained earnings (deficit) (6,638,938) (7,541,258) Current income (loss) (473,421) (786,222) ------------ ------------ 13,941,945 12,991,665 ------------ ------------ TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 17,949,255 $ 17,999,124 ============ ============ Unaudited-Internally prepared by Company management i 9 DAUGHERTY RESOURCES, INC. SUMMARY CONSOLIDATED STATEMENTS OF INCOME (United States Dollars) Unaudited For the six month period ended 6/30/98 6/30/99 ---------------------- --------------------- GROSS REVENUE $ 1,068,379 100.00% $ 539,611 100.00% - ------------- DIRECT EXPENSES 918,524 85.97% 403,406 74.76% - --------------- -------- ------ -------- ------ GROSS PROFIT 149,855 14.03% 136,205 25.24% GENERAL & ADMINISTRATIVE EXPENSES - --------------------------------- Salaries & wages 108,940 10.20% 184,088 34.11% Accounting & audit 56,246 5.26% 44,969 8.33% Advertising & promotion 512 0.05% - 0.00% Amortization 89,478 8.38% 89,478 16.58% Bad debts - 0.00% - 0.00% Depreciation 32,200 3.01% 20,400 3.78% General consulting 66,871 6.26% 30,530 5.66% Insurance 13,361 1.25% 14,588 2.70% Legal 50,288 4.71% 79,498 14.73% Office & general 75,063 7.03% 59,109 10.95% Payroll & property tax 10,202 0.95% 9,839 1.82% Rent 22,611 2.12% 28,444 5.27% Repairs & maintenance 1,952 0.18% 2,622 0.49% Shareholder & investor information 28,738 2.69% 8,340 1.55% Travel & entertainment 25,106 2.35% 21,492 3.98% ----------- ------- ------------- -------- TOTAL G & A EXPENSES 581,568 54.43% 593,397 109.97% OTHER INCOME (EXPENSE) - ---------------------- Interest & dividend income 29,132 2.73% 27,277 5.05% Miscellaneous - 0.00% - 0.00% Gain (loss) on sale of equipment - 0.00% - 0.00% Interest expense (70,840) -6.63% (86,944) -16.11% ----------- ------- ------------- -------- INCOME (LOSS) BEFORE INCOME TAX & OTHER (473,421) -44.31% (516,859) -95.78% - --------------------------------------- Income tax expense (benefit) - 0.00% - 0.00% DISCONTINUED OPERATIONS - ----------------------- Income (loss) from discontinued operations 49,771 4.66% (238,904) -44.27% Gain (loss) on disposal - 0.00% 933,270 172.95% ----------- ------- ------------- -------- NET INCOME (LOSS) $ (423,650) -39.65% $ 177,509 32.90% =========== ======= ============= ======== DEFICIT, beginning of period (6,638,938) $ (8,504,989) DEFICIT, end of period (7,112,359) $ (8,327,480) Shares outstanding 1,964,351 2,272,182 EARNINGS PER SHARE ($0.22) $0.08 Unaudited-Internally prepared by Company management ii 10 DAUGHERTY RESOURCES, INC. SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS (United States Dollars) Unaudited For the six month period ended 6/30/98 6/30/99 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (473,421) $ 177,509 Adjustments to reconcile net income (loss) to net cash cash provided by operating activities: Depreciation, depletion, & amortization 195,516 205,878 Gain on sale of subsidiary - (963,731) Changes in current assets & liabilities (Increase) decrease in: Accounts receivable (31,764) 74,689 Inventory - - Other current assets 51,935 (487,795) Increase (decrease) in: Short-term loans & notes (12,500) 887,348 Accounts payable (362,006) (128,749) Accrued liabilities 212,928 33,892 Drilling prepayments (283,153) (96,589) ---------- --------- Net cash provided by (used in) operating activities (702,465) (297,548) CASH FLOWS FROM INVESTING ACTIVITIES Change in oil & gas properties (210,229) (59,602) Change in mining properties (4,496) - Change in property & equipment (50,100) (1,322) Change in other assets 66,112 120,793 ---------- --------- Net cash provided by (used in) investing activities (198,713) 59,869 CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 97,354 109,324 Change in long-term liabilities 142,023 (516,473) Change in payable to related party (342,133) 445,847 ---------- --------- Net cash provided by (used in) financing activities (102,756) 38,698 ---------- --------- NET INCREASE (DECREASE) IN CASH (1,003,934) (198,981) - ------------------------------- CASH AT BEGINNING OF PERIOD 1,196,225 495,756 - --------------------------- ---------- --------- CASH AT END OF PERIOD $ 192,291 $ 296,775 - --------------------- ========== ========= Unaudited-Internally prepared by Company management iii