SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2002
Commission file number 1-12850
XDOGS, INC.
Formerly known as XDOGS.COM, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
527 Marquette Avenue, Suite 2130
Minneapolis, Minnesota 55402
--------------------------------------
(Address of principal executive offices)
Incorporated under the laws of 84-1168832
the State of Nevada ----------------------------
I.R.S. Identification Number
(612) 359-9020
(Small business issuer's telephone number including area code)
----------
Indicate by check mark whether the issuer (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 issuer
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: 11,363,043 shares of Common
Stock, $.01 par value per share, outstanding as of August 30, 2002.
XDOGS, INC.
INDEX
Part I: FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Page
----
Item 1. Financial Statements
Condensed balance sheet, June 30, 2002 (unaudited)..........................3
Condensed statements of operations for the three months
ended June 30, 2002 and 2001 (unaudited)...............................4
Condensed statement of changes in shareholders' deficit
for the three months
ended June 30, 2002 (unaudited)........................................5
Condensed statements of cash flows for the three months
ended June 30, 2002 and 2001 (unaudited)...............................6
Notes to condensed financial statements (unaudited).........................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..............................................9
Part II: OTHER INFORMATION..................................................11
XDOGS, INC.
CONDENSED BALANCE SHEET
JUNE 30, 2002
(Unaudited)
Assets
Current assets:
Cash ................................................... $ 6,992
-----------
Total current assets ............ 6,992
Furniture and equipment, at cost, net of accumulated
depreciation (Note 5)................................... 5,025
Deposit...................................................... 350
-----------
$ 12,367
===========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts and notes payable:
Accounts payable and accrued liabilities............. $ 685,726
Notes payable, related party (Note 2)................ 145,120
Notes payable, other................................. 235,000
Dividends payable....................................... 3,000
Litigation liabilities ................................. 179,926
-----------
Total current liabilities ....... 1,248,772
-----------
Commitments and contingencies ............................... --
Shareholders' deficit (Note 4)
Preferred stock ........................................ 500,000
Common stock ........................................... 118,880
Additional paid-in capital.............................. 10,465,658
Accrued compensation.................................... 2,502,327
Stock paid for but not issued........................... 22,238
Retained deficit........................................ (14,845,508)
-----------
Total shareholders' deficit ..... (1,236,405)
-----------
$ 12,367
===========
See accompanying notes to condensed financial statements
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XDOGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
June 30,
--------------------------------
2002 2001
------------ ------------
Net sales .............................................................. $ -- $ 11,729
Cost of goods sold...................................................... -- (4,718)
------------ ------------
Gross margin -- 7,011
------------ ------------
Operating expenses:
Selling, general and administrative expenses ....................... 67,385 339,519
Stock based consulting and compensation expense (Note 2) ........... 30,000 200,682
Asset impairment (Note 5) .......................................... 25,080 --
------------ ------------
Total operating expenses 122,465 540,201
------------ ------------
Operating loss (122,465) (533,190)
Non-operating income (expense):
Interest expense ................................................... (20,091) (33,027)
Litigation liabilities ............................................. -- (10,000)
------------ ------------
Loss before income taxes (142,556) (576,217)
Provision (benefit) for income taxes (Note 3) .......................... -- --
------------ ------------
Net loss $ (142,556) $ (576,217)
============ ============
Loss attributable to Common Stock after
preferred stock dividend $ (145,556) $ (576,217)
============ ============
Basic and diluted loss per common share ................................ $ (0.01) $ (0.12)
============ ============
Basic and diluted weighted average
common shares outstanding .......................................... 11,050,543 4,860,492
============ ============
See accompanying notes to condensed financial statements
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XDOGS, INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
April 1, 2002 Through June 30, 2002
(Unautied)
Preferred Stock Common Stock
----------------------- -------------------------
Shares Amount Shares Amount
-------- ------------ ---------- ------------
Balance, April 1, 2002 -- $ -- 10,513,043 $ 105,130
Common stock issued to related
parties for services
valued at fair value (Note 2) ........ -- -- 150,000 1,500
Common stock issued for cash (Note 4) .... -- -- 425,000 4,250
Common stock to be issued (Note 4) ....... -- -- -- --
Shares issued in exchange for
related party notes
and related accrued interest (Note 2) 100 500,000 500,000 5,000
Dividends on preferred stock ............. -- -- -- --
Common stock issued to
consultants for services
valued at fair value (Note 4) ........ -- -- 300,000 3,000
Net loss ................................. -- -- -- --
------------ ------------ ------------ ------------
Balance, June 30, 2002 100 $ 500,000 11,888,043 $ 118,880
============ ============ ============ ============
Additional Common Stock
Paid-in Accrued Paid For, but Retained
Capital Compensation Not Issued Deficit Total
------------ ------------ ------------- ------------ ------------
Balance, April 1, 2002 $ 10,414,313 $ 2,502,327 $ -- $(14,699,952) $ (1,678,182)
Common stock issued to related
parties for services
valued at fair value (Note 2) ........ 3,500 -- -- -- 5,000
Common stock issued for cash (Note 4) .... 16,050 -- -- -- 20,300
Common stock to be issued (Note 4) ....... -- -- 22,238 -- 22,238
Shares issued in exchange for
related party notes
and related accrued interest (Note 2) 19,795 -- -- -- 524,795
Dividends on preferred stock ............. -- -- -- (3,000) (3,000)
Common stock issued to
consultants for services
valued at fair value (Note 4) ........ 12,000 -- -- -- 15,000
Net loss ................................. -- -- -- (142,556) (142,556)
------------ ------------ ------------ ------------ ------------
Balance, June 30, 2002 $ 10,465,658 $ 2,502,327 $ 22,238 $(14,845,508) $ (1,236,405)
============ ============ ============ ============ ============
See accompanying notes to condensed financial statements
-5-
XDOGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
June 30,
-------------------------------
2002 2001
--------- ---------
Net cash (used in) o$erating activities $(193,562) $(550,157)
--------- ---------
Cash flow from investing activities:
Purchases of equipment ................................................... -- (12,305)
--------- ---------
Net cash (used in) investing activities -- (12,305)
--------- ---------
Cash flow from financing activities:
Net proceeds from sale of common stock .................................. 42,538 147,683
Advance from shareholder ................................................ -- 290,000
--------- ---------
Net cash provided by financing activities 42,538 437,683
--------- ---------
Net change in cash (151,024) (124,779)
Cash at beginning of period ..................................................... 158,016 282,795
--------- ---------
Cash at end of period ........................................................... $ 6,992 $ 158,016
========= =========
Supplemental cash flow information:
Cash paid for interest ................................................... $ -- $ --
========= =========
Cash paid for income taxes ............................................... $ -- $ --
========= =========
Noncash investing and financing activities:
Liability accrued for web site development .......................... $ -- $ 200,000
========= =========
Stock issued for retirement of AP, debt and interest ................ $ -- $ 453,423
========= =========
Shares issued for retirement of notes and interest (Note 2) ........... $ 524,795 $ --
========= =========
See accompanying ntoes to condensed financial statements
-6-
XDOGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Unaudited Financial Information
The unaudited condensed financial statements presented herein have been prepared
by the Company in accordance with the accounting policies in its annual Form
10-KSB report dated March 31, 2002 and should be read in conjunction with the
notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim periods presented have been made. The results
of operations for the three months period ended June 30, 2002 are not
necessarily indicative of the results to be expected for the fiscal year ending
March 31, 2003.
Note 2: Related Party Transactions
During the three months ended June 30, 2002, the Company issued 40,000 shares of
its common stock, valued at $4,000, to an officer in lieu of a salary payment.
The Company also accrued, but did not pay, the officer $15,000 for the three
months ended June 30, 2002. In addition, the Company issued 10,000 shares of
common stock, valued at $1,000, to an employee in lieu of a severance payment.
Also, the Company issued a Director of the Company 100,000 shares of common
stock, valued at $10,000, as compensation in lieu of Director's fees. For
financial accounting purposes, the Company valued the common stock transactions
based on the OTCBB quoted market price.
In June 2002, the Company issued 100 shares of its Series A Preferred Stock and
500,000 shares of common stock, respectively, to an officer in exchange for the
extinguishment of notes payable totalling $500,000 and accrued interest payable
on the notes totalling $24,795. The 100 shares of Series A Preferred Stock are
convertible into the number of shares of common stock sufficient to represent 40
percent of the fully diluted shares outstanding after their issuance. The Series
A Preferred Stock pays eight percent dividends. The dividends are cumulative and
payable quarterly. The Series A Preferred Stock carries a liquidating
preference, over all other classes of stock, equal to the amount paid for the
stock plus any unpaid dividends. The Series A Preferred Stock provides for
voting rights on an "as converted to common stock" basis.
The Board of Directors has the authority to issue, at any time or from time to
time, up to 1 million shares of preferred stock in one or more series. The
voting rights and such designations, preferences, limitations and special rights
are, subject to terms of the Company's Articles of Incorporation, determined by
the Board of Directors.
Note 3: Income Taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
the three months ended June 30, 2002 resulting in a deferred tax asset, which
was fully allowed for; therefore, the net benefit and expense resulted in $-0-
income taxes.
7
XDOGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 4: Shareholders' Deficit
During the three months ended June 30, 2002, the Company issued 300,000 shares
of its common stock, valued at $15,000, to a consultant. For financial
accounting purposes, the Company valued the common stock transactions based on
the OTCBB quoted market price.
During the three months ended June 30, 2002, the Company sold 425,000 shares of
its common stock for $20,300. The Company also received $22,328 for shares of
common stock to be issued in the next quarter.
Note 5: Asset Impairment
Effective April 1, 2002, management reviewed its property and equipment for
impairment and wrote down the property and equipment to its salvage value. The
Company took a charge to operations during the quarter of $25,080.
8
PART I - ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
based on certain assumptions and describe our future plans, strategies and
expectations. They are generally identifiable by use of the words "believe",
"expect", "intend", "anticipate", "estimate", "project" or similar expressions.
These statements are not guarantees of future performance, events or results and
involve potential risks and uncertainties. Accordingly, actual performance,
events or results may differ materially from such forward-looking statements. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Factors that could cause actual results to differ materially from current
expectations include, but are not limited to, risks associated with our
acquisition strategy, changes in general economic conditions, changes in
interest rates, legislative and regulatory changes, the unavailability of equity
and debt financing, unanticipated costs associated with our potential
acquisitions, ability to meet competition, loss of existing key personnel,
ability to hire and retain future personnel, our failure to manage our growth
effectively and the other risks identified in this filing or our other reports
filed with the U.S. Securities and Exchange Commission. These risks and
uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements.
The following information should be read in conjunction with the
consolidated condensed financial statements and the notes thereto included in
Item 1 of this Quarterly Report, and our other filings made with the Securities
and Exchange Commission.
RESULTS OF OPERATIONS AND PLAN OF OPERATION
Limited or No Real Operations
As of June 30, 2002, we had limited operations with minimal revenues that
generated a loss. Due to general economic conditions and the ensuing downturn in
e-commerce and internet-based businesses generally, we abandoned our prior
business plan to exploit our exclusive distribution rights via the internet and
re-focused our strategy and adopted a traditional wholesale to retail sales
distribution model seller of specialty action sports hard goods and related
apparel which we have been implementing since August, 2000. This has provided no
substantial operations or revenues to date and we do not anticipate that it
will. In our current form, we expect to continue to generate significant losses
and without additional funding through private placements of our common stock,
which cannot be guaranteed, it is highly unlikely that we can continue to
operate. As a result, we have been focusing on a plan of operation entailing a
strategic acquisition or acquisitions to enhance shareholder value.
Acquisition Strategy
On June 18, 2002, we filed a Form 8-K disclosing that on June 11, 2002, we
signed a non-binding letter of intent to acquire bigTime sports apparel, inc.,
an Oklahoma corporation ("bigTime") which sells sports and athletic apparel
under its brand "bigTime" to the collegiate market. We intend to issue
14,000,000 shares of our common stock for either all of the outstanding capital
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stock of bigTime or all of its assets necessary and useful in its operations, as
determined by us. The proposed acquisition is subject to completion of due
diligence review by us, negotiation and execution of a definitive transaction
agreement, a determination by our independent accountants that bigTime's
financial statements are auditable for SEC financial reporting compliance
purposes, and approvals of the respective boards of directors of each company
and the shareholders of bigTime.
We plan to execute a definitive transaction agreement prior to December 5,
2002. bigTime is subject to a no-shop agreement only through September 5, 2002.
We are continuing our due diligence investigation of bigTime's business.
There can be no assurance that we will consummate a transaction with
bigTime, or if consummated, that the combined operations will be successful or
profitable.
We also are exploring and evaluating the feasability of other acquisition
candidates in addition to bigTime. Although we have identified two possible
candidates, we have not yet completed our preliminary due diligence and as a
result, we have not entered into other letters of intent and there can be no
assurance that we will. There can be no assurance that any acquisition candidate
will be acquired, or if acquired that the combined operations will be successful
or profitable.
Financing Activities
We have most recently been funding our obligations through the issuance of
our common stock for services rendered or for cash in private placements. We may
seek additional funds in the private or public equity or debt markets in order
to execute its plan or operation and business strategy. There can be no
assurance that we will be able to attract capital or obtain such financing when
needed on acceptable terms, or at all, in which case our ability to execute our
business strategy will be impaired and we may need to cease operations.
Operations for Fiscal 2002
As of June 30, 2002, we had current assets of $6,992, total assets of
$12,357 and total current liabilities of $1,248,921. We had no net sales for
this period. During this period, our total expenses were $142,566. Our selling,
general, and administrative expenses was $67,385, our interest expense was
$20,000, our stock-based consulting and compensation expense relating to stock
issued for services was $30,000 and we took a charge to operations of
approximately $25,000 for equipment. We had a net loss for the quarter ended
June 30, 2002 of $0.01 per share.
LIQUIDITY AND CAPITAL RESOURCES
Essentially, we have no cash. Our cash and cash equivalents were $6,992 on
June 30, 2002, compared to $158,016 on June 30, 2001. As a result of having no
cash, we meet our liquidity needs through the issuance of our common shares for
cash or for services rendered. For this quarter, we issued 425,000 shares of our
common stock in private placements raising $42,538 and 450,000 shares for
services rendered. We also issued during through this date, 100 shares of Series
A Convertible Preferred Stock for debt forgiveness. See Item 2 - Change in
Securities.
During the three months ended June 30, 2002, we used no cash in investing
activities. Our financing activities for the 2002 period provided cash of
$42,538 as compared to $437,683 for the same period in 2001.
-10-
We plan to raise additional capital during the coming fiscal year, but
currently have not located additional funding. Our ability to continue
operations is highly dependent upon our ability to obtain immediate additional
financing, or generate revenues from a combined operation with bigTime or
another acquisition candidate, none of which can be guaranteed. Unless
additional funding is located, it is highly unlikely that we can continue to
operate. Ultimately, our success is dependent upon our ability to generate
revenues from a combined operation with one of our acquisition candidates and to
achieve profitability, which is dependent upon a number of factors, including
the sustained profitability of the operations of these candidates. There is no
assurance that even with adequate financing or combined operations, we will
generate revenues and be profitable.
PART II - OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
Mr. Henry Furst filed a complaint against us in the U.S. District Court for
the District of Minnesota alleging that we breached our contractual obligations
to him and seeking $144,000 in damages. The parties subsequently negotiated a
settlement whereby we agreed to pay Mr. Furst $94,000 in installments and
executed a confession of judgment in favor of Mr. Furst for that amount. We
failed to pay Mr. Furst in accordance with this settlement agreement. In June
2002, pursuant to an agreement, we agreed with Mr. Furst to pay him $14,500 on
June 13, 2002 in satisfaction of his judgment against us. We have not made this
payment yet.
On or about March 14, 2000, our former advisory consultant, Stephen
Carlson, loaned us $100,000. We executed a note in favor of Mr. Carlson that
required payment in full on December 31, 2000. We are in default and Mr. Carlson
on March 9, 2001, initiated a legal action against us in the District Court of
Hennepin County to collect the loan. We also granted to Mr. Carlson options to
purchase 60,000 shares of Common Stock, all of which are not-in-the money. In
November 2001, we entered into a settlement agreement with Mr. Carlson whereby
we agreed to pay him $125,000 over time and on or before June 30, 2002 and
secured our obligation with our President's personal assets. To date, we have
paid Mr. Carlson $45,000 and own him $80,000.
Millennium Holdings Group, Inc. filed a complaint against us in the State
Court of Palm Beach County, Florida alleging breach of contract, slander and
lost opportunity damages arising out of a contract dispute. This case was
recently dismissed.
In October 2001, Gage Marketing Services filed an action against us in the
U.S. District Court for the District of Minnesota alleging nonpayment for
services. Pursuant to a settlement agreement in January 2002, we agreed to pay
Gage Marketing Services $9,000 in February 2002 to settle this dispute. We have
not made this payment yet.
We also have various matters pending alleging nonpayment for services and
aggregating not more than $25,000.
ITEM 2.- CHANGES IN SECURITIES
a. See b. below
b. Preferred Stock. Our Articles of Incorporation authorize us to issue up
to 1,000,000 shares of preferred stock, par value $.10 per share, with such
classes, series and preferences as our Board of Directors may determine from
-11-
time to time. In June 2002, our Board of Directors authorized the creation of
100 shares of Series A Convertible Preferred Stock (the "Series A Preferred
Stock"). Our Board further agreed to issue all of the Series A Preferred Stock
to our Chairman and President, Kent Rodriguez, in satisfaction of $500,000 of
loans made by Mr. Rodriguez.
The Series A Preferred Stock accrues dividends at the rate of 8% per annum
on the original purchase price for the shares. If declared by the Board of
Directors, these dividends are payable quarterly, beginning in September 2002.
We are prohibited from paying any dividends on our Common Stock until all
accrued dividends are paid on our Series A Preferred Stock.
If we liquidate or dissolve, and after payment of our debts, the holders of
the Series A Preferred Stock are entitled to a preference payment before we make
any distributions to our common stockholders. The preference amount equals the
original purchase price for the Series A Preferred shares plus accrued, but
unpaid dividends.
The Series A Preferred Stock is convertible at anytime into 40% of the then
outstanding shares of common stock and securities convertible into common stock
on a fully diluted basis. However, conversion is limited to the number of shares
of common stock available for issuance under our articles of incorporation. We
do not currently have available a sufficient number of shares of common stock
for issuance if the holders of the Series A Preferred Stock elected at this time
to convert.
Regardless of whether there are a sufficient number of shares of common
stock to permit conversion of the Series A Preferred Stock, the Series A
Preferred Stock votes at all times on as as-if converted basis. Mr. Rodriguez's
right to vote the Series A Preferred Stock together with his other holdings in
us represents a majority of the voting power of our outstanding securities.
Other than the Series A Preferred Stock, no preferred stock has been issued.
c. Recent Sales of Unregistered Securities. During the quarter ended June
30, 2002, we issued an aggregate of 425,000 shares of our Common Stock to two
accredited investors for cash. We also issued an aggregate of 450,000 shares of
our Common Stock to four accredited investors (including 40,000 shares to our
Chief Executive Officer) in exchange for consulting services or employment
compensation. Finally, we issued 100 shares of our Series A Convertible
Preferred Stock to our Chief Executive Officer in exchange for notes and
interest on them. We relied on Section 4(2) of the Securities Act of 1933, as
amended, for the issuance of all of these securities.
d. None.
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4.- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None
ITEM 5.- OTHER INFORMATION. None.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits -
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Exhibit
Number Description Page
- ------- ----------- ----
3.1 Restated Articles of Incorporation (Incorporated by reference to *
Exhibit 3.1 to Registration Statement on Form SB-2, Registration
No. 33-74240C).
3.2 Restated Bylaws (Incorporated by reference to Exhibit 3.2 to *
Registration Statement on Form SB-2, Registration No.
33-74240C).
3.3 Articles of Incorporation for the State of Nevada. (Incorporated by
reference to Exhibit 2.2 to Form 10-KSB filed February 2000) *
3.4 Articles of Merger for the Colorado Corporation
and the Nevada Corporation (Incorporated by reference to Exhibit 3.4 *
to Form 10-KSB
filed February 2000)
3.5 Bylaws of the Nevada Corporation (Incorporated by reference to Exhibit 3.5 *
to Form 10-KSB filed February 2000)
4.1 Specimen of Common Stock (Incorporated by reference to Exhibit *
4.1 to Registration Statement on Form SB-2, Registration No.
33-74240C).
4.2 Certificate of Designation of Series and Determination of Rights and
Preferences of Series A Convertible Preferred Stock (Incorporated by
reference to Exhibit 4.2 to Form 10-KSB filed July 12, 2002.) *
10.1 Incentive Compensation and Employment Agreement for Kent A. Rodriguez *
(Incorporated by Reference to Exhibit 10.12 of our Form 10-KSB
filed July 20, 2001)
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Incorporated by reference to a previously filed exhibit or report.
b. Reports on Form 8-K. On June 18, 2002, we filed a Report on Form 8-K
disclosing our intent to acquire bigTime sports apparel, inc.
-13-
SIGNATURE
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 hereunto duly authorized.
Dated: September 6, 2002.
XDOGS, INC.
By /s/ Kent A. Rodrieguez
---------------------------------------
Kent A. Rodriguez, Chairman and
Chief Executive Officer
CERTIFICATION
I, Kent A. Rodrieguez, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of XDOGS, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Dated: September 6, 2002.
/s/ Kent A. Rodrieguez
--------------------------------------------
Kent A. Rodriguez, Chairman and Chief
Executive Officer of XDOGS, Inc. (Principal
Executive and Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------- ----------- ----
3.1 Restated Articles of Incorporation (Incorporated by reference to *
Exhibit 3.1 to Registration Statement on Form SB-2, Registration
No. 33-74240C).
3.2 Restated Bylaws (Incorporated by reference to Exhibit 3.2 to *
Registration Statement on Form SB-2, Registration No.
33-74240C).
3.6 Articles of Incorporation for the State of Nevada. (Incorporated by
reference to Exhibit 2.2 to Form 10-KSB filed February 2000) *
3.7 Articles of Merger for the Colorado Corporation
and the Nevada Corporation (Incorporated by reference to Exhibit 3.4 *
to Form 10-KSB filed February 2000)
3.8 Bylaws of the Nevada Corporation (Incorporated by reference to Exhibit 3.5 *
to Form 10-KSB filed February 2000)
4.1 Specimen of Common Stock (Incorporated by reference to Exhibit *
4.1 to Registration Statement on Form SB-2, Registration No.
33-74240C).
4.3 Certificate of Designation of Series and Determination of Rights and
Preferences of Series A Convertible Preferred Stock (Incorporated by
reference to Exhibit 4.2 to Form 10-KSB filed July 12, 2002.) *
10.1 Incentive Compensation and Employment Agreement for Kent A. Rodriguez *
(Incorporated by Reference to Exhibit 10.12 of our Form 10-KSB
filed July 20, 2001)
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Incorporated by reference to a previously filed exhibit or report.
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