UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
---------------------
FORM 10-QSB
(Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2003
[ X ] 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 1-8460
UNIVERSAL MONEY CENTERS, INC.
(Exact name of small business issuer as specified in its charter)
Missouri 43-1242819
(State or other (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or
organization)
6800 Squibb Road, Mission, Kansas 66202
(Address of principal executive offices)
(913) 831-2055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----- -----
Number of shares outstanding of each of the issuer's classes of common
equity as of June 10, 2003: 4,157,378 shares of Common Stock, $.01 par value per
share.
Transitional Small Business Disclosure Format: Yes X No
----- -----
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements involve risks and uncertainties
that may cause actual results to differ materially from those in such
statements. See Part I, Item 2 "Management's Discussion and Analysis or Plan of
Operation--Cautionary Statement Concerning Forward-Looking Statements" for
additional information and factors to be considered with respect to
forward-looking statements.
2
Item 1. Financial Statements
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
April 30, 2003 January 31, 2003
-------------- ----------------
(Unaudited)
CURRENT ASSETS
Cash $119,028 $164,267
Accounts receivable - trade, less
allowance for
Doubtful accounts: $3,630 at
April 30 and January 31, 2003 61,565 60,218
Prepaid expenses and other 104,175 158,603
Interest receivable - affiliate 0 1,548
-------- ----------
Total Current Assets 284,768 384,636
-------- ----------
PROPERTY AND EQUIPMENT, at cost
Equipment 6,074,605 6,078,938
Leasehold improvements 2,650 2,650
Vehicles 11,434 11,434
--------- ----------
6,088,689 6,093,022
Less accumulated depreciation 4,232,177 4,043,099
--------- ----------
1,856,512 2,049,923
--------- ----------
OTHER ASSETS
Prepaid Rent 131,750 144,500
Other 30,272 30,266
--------- ----------
162,022 174,766
--------- ----------
$2,303,302 $2,609,325
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30, 2003 January 31, 2003
-------------- ----------------
(Unaudited)
CURRENT LIABILITIES
Current maturities of long-term debt and
Capital lease obligations $406,139 $455,773
Accounts payable 1,050,103 1,037,961
Accounts payable--affiliate 99,626 88,679
Accrued expenses 196,404 166,410
---------- ----------
Total Current Liabilities 1,752,272 1,748,823
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE 154,206 232,671
OBLIGATIONS ---------- ----------
STOCKHOLDERS' EQUITY
Common stock; no par value; $.01
stated value;
40,000,000 shares authorized;
issued April 30 and
January 31, 2003 - 4,157,378
shares 41,574 41,574
Additional paid-in capital 19,781,294 19,781,294
Retained earnings (deficit) (17,740,298) (17,509,291)
------------ ------------
2,082,570 2,313,577
Less treasury stock, at cost; common
issued April 30, 2003 and
January 31, 2003 - 86,511 shares (1,685,746) (1,685,746)
----------- -----------
396,824 627,831
----------- -----------
$2,303,302 $2,609,325
=========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)
2003 2002
---- ----
NET REVENUES $1,825,019 $1,963,034
COST OF REVENUES 1,702,566 1,681,261
---------- -----------
GROSS PROFIT 122,453 281,773
OPERATING EXPENSES 345,868 400,884
----------- -----------
INCOME (LOSS) FROM OPERATIONS (223,415) (119,111)
----------- -----------
OTHER INCOME (EXPENSE)
Interest income 677 12,103
Interest expense (16,623) (27,666)
Other 8,354 0
------------ ----------
(7,592) (15,563)
------------ ----------
NET LOSS $ (231,007) $( 134,674)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $( .057) $( .033)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 4,070,867 4,125,512
========== ===========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(231,007) $( 134,674)
Items not requiring (providing) cash:
Depreciation and amortization 214,170 217,279
Gain on disposal of property and
equipment (867) --
Changes in:
Accounts receivable 201 (93,614)
Prepaid expenses and other 44,000 21,190
Accounts payable and accrued
expenses 53,083 (122,084)
--------- -----------
Net cash provided by
(used in)operating
activities 79,580 (111,903)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in note receivable - affiliate -- (225,000)
Purchase of property and equipment (720) (43,553)
Proceeds from sale of property and
equipment 4,000 --
---------- ----------
Net cash provided by (used in)
investing activities 3,280 (268,553)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term
debt and Capital lease obligations (128,099) (119,934)
Purchase of treasury stock -- (23,438)
---------- ----------
Net cash (used in)
financing activities (128,099) (143,372)
----------- ----------
DECREASE IN CASH (45,239) (523,828)
CASH, BEGINNING OF PERIOD 164,267 592,422
---------- ----------
CASH, END OF PERIOD $ 119,028 $ 68,594
=========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED APRIL 30, 2003 (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly our
condensed consolidated financial position as of April 30, 2003, and the
consolidated results of our operations and cash flows for the periods ended
April 30, 2003 and 2002. Those adjustments consist only of normal recurring
adjustments. The results of operations for the periods are not necessarily
indicative of the results to be expected for the full year. The balance sheet as
of January 31, 2003 has been derived from our audited condensed consolidated
balance sheet as of that date.
Certain information and note disclosures normally included in our annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed, consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in our annual report on Form
10-KSB for the fiscal year ended January 31, 2003 which was filed with the
Securities and Exchange Commission on May 16, 2003.
NOTE 2: CASH
Included in cash at April 30, 2003 and January 31, 2003 is $78,737 and
$78,082 of cash that is restricted under the terms of our vault cash agreements
with various financial institutions.
NOTE 3: LITIGATION
On March 2, 2001, a vault cash provider made a claim against us for
$202,555, due to the provider's armored car service filing bankruptcy. The
armored car service was in possession of approximately $200,000, which was
destined for our automated teller machines ("ATMs") or picked up from those
ATMs. Such currency was provided by our vault cash provider. During the year
ended January 31, 2002, we settled this claim for approximately $188,000. We are
continuing to pursue the armored car service and our insurance company for
reimbursement of this loss. In fiscal 2003, we received two claims distributions
by the bankruptcy trustee in total for approximately $69,000. We do not know
whether or not we will receive any additional claims distributions. We are
currently investigating the matter and trying to determine if identifiable
currency was held by the provider's armored car service. If any of the currency
held by the armored car service is specifically identifiable, by bundle markings
or otherwise, to the account of the Company, such currency should be recoverable
in full from the trustee. In addition, we have given notice to our insurance
carrier, under our all risk property insurance policy. Although the insurance
carrier has notified the Company that such loss would not be covered by the
policy, we believe that under the terms of the policy any loss suffered by it
should be covered by insurance and thus, are appealing the decision of the
insurance company to the corporate headquarters.
7
NOTE 4: MATTERS POTENTIALLY EFFECTING LIQUIDITY
In June 2002, we received notice of a property tax assessment with
interest related to property taxes assessed between 1986 and 1989 totaling
approximately $600,000. We have disputed these charges and believe we have
reasonable defenses to the assessment.
We have incurred losses for several years and currently have a deficiency
of working capital due to reoccurring net losses. Additionally, contracts with
two customers that accounted for approximately 24% of fiscal year 2003 revenues
expired and were not renewed. Management has been actively addressing these
issues and is considering several alternatives for further mitigating these
conditions during the year. During fiscal year 2003, we added an additional 250
ATMs to our network principally by expanding our relationship with a key
customer. In addition, we reduced our number of employees by 10% and have
eliminated certain overhead expenses. During the quarter ended April 30, 2003,
we instituted surcharge fee increases on ATM transactions at selective
locations. These locations accounted for approximately 35% of the surcharged
transactions in fiscal year 2003. We are continuing to pursue alternatives to
further enhance operations in fiscal year 2004.
Item 2. Management's Discussion and Analysis or Plan of
Operation Overview
Overview
We are engaged in operating a network of automated teller machines
("ATMs"). The ATMs provide holders of debit and credit cards access to cash,
account information and other services at convenient locations and times. Debit
and credit cards are principally issued by banks and credit card companies. As
of April 30, 2003, our network had 722 ATMs, consisting of approximately 697
ATMs owned by us, approximately 16 ATMs owned by banks and approximately nine
ATMs owned by third party merchants. See "Recent Developments in Our Business."
ATMs located in our network are concentrated in Kansas, Maryland,
Missouri, and Texas. Other ATMs are located in Alabama, Arizona,
Arkansas, California, Colorado, Delaware, Florida, Georgia, Indiana, Michigan,
Mississippi, Nevada, New Hampshire, New Jersey, New Mexico, New York, North
Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee,
Utah and Virginia.
On September 19, 2002, we amended our arrangement with a large discount
retailer, allowing us to place ATMs in 212 additional stores in the eastern half
of the United States with concentrations in Florida, New York, New Jersey,
Virginia, Illinois, Texas, Massachusetts, and Ohio. These ATMs were installed as
of November 30, 2002. Approximately 53 of these locations were terminated in
connection with the closing by the retailers of low performing stores. We now
have 334 of our ATMs placed in stores of this retailer. During the fourth
quarter of the fiscal year ended January 31, 2002, we entered into a contract to
place approximately 101 ATMs in the stores of a combination convenience store
and gas station operator. The ATMs were placed in these stores by December 31,
2001. See "--Significant Relationships."
To promote usage of ATMs in our network, we have relationships with
national and regional card organizations (also referred to as networks) which
enable the holder of a card issued by one member of the organization to use the
card in ATMs operated by another member of the organization to process a
transaction. We have relationships with Cirrus and Plus, the two principal
national card organizations, and Star, the dominant card organization in our
markets, all of whose members are banks, ATM network operators and other
companies sponsored by member banks. We also have relationships with major
credit
8
card issuers such as Visa, MasterCard and Discover, which enable the
holder of a credit card to use ATMs in our network to process a transaction.
Revenue Sources
Transaction Fees. Our revenues are principally derived from two types of
fees, which we charge for processing transactions on our ATM network. We receive
an interchange fee from the issuer of the credit or debit card for processing a
transaction when a cardholder uses an ATM in our network. In addition, in most
cases we receive a surcharge fee from the cardholder when the cardholder makes a
cash withdrawal from an ATM in our network. For more details, see
"--Interchange/Surcharge Fees" below.
ATM Network Management Services. In addition to revenues derived from
interchange and surcharge fees, we also derive revenues from providing ATM
network management services to banks and other third party owners of ATMs
included in our ATM network. These services include 24 hour transaction
processing, monitoring and notification of ATM status and cash condition,
notification of ATM service interruptions, in some cases, dispatch of field
service personnel for necessary service calls and cash settlement and reporting
services. Banks may choose whether to limit transactions on their ATMs to cards
issued by the bank or to permit acceptance of all cards accepted on our network.
The fees for these services are paid by the owners of the ATMs.
Other Services. Our network has capabilities to earn revenues for services
in addition to cash withdrawal and balance inquiry transactions. These include
(i) the ability to distribute financial and other products and services at a low
incremental cost, (ii) the ability to dispense postage stamps, coupons and
prepaid calling cards, (iii) the ability to provide on screen advertising, and
(iv) the provision of on-line point of sale authorization for purchases made at
retail outlets with credit and debit cards. In addition, a majority of our ATMs
are upgradable for new technologies, including computer chip "smart cards."
Smart cards are electronic debit cards that can be used to withdraw cash from
ATMs and can be "charged up" through the ATM network and then used to purchase
goods from retail locations. We are exploring the viability of these uses and
may implement additional services as markets develop.
Interchange/Surcharge Fees
Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in our
network. The maximum amount of the interchange fees is established by the
national and regional card organizations and credit card issuers with whom we
have a relationship. We (or our affiliate, Universal Funding Corporation
("Funding")) receive the full interchange fee for transactions on ATMs that we
own, but sometimes we rebate a portion of the fee to the owner of the ATM
location under the applicable lease for the ATM site. We also receive the full
interchange fee for transactions on ATMs owned by banks or third party vendors
included within our network, but we rebate a portion of each fee to the bank or
third party vendor based upon negotiations between us. The interchange fees
received by us vary from network to network and to some extent from issuer to
issuer, but generally range from $0.35 to $0.75 per cash withdrawal. Interchange
fees for balance inquiries, account transfers and denied transactions are
generally substantially less than fees for cash withdrawals. The interchange
fees received by us from the card issuer are independent of the service fees
charged by the card issuer to the cardholder in connection with ATM
transactions. Service fees charged by card issuers to cardholders in connection
with transactions through our network range from zero to as much as $2.50 per
transaction. We do not receive any portion of these service fees.
9
In most markets we impose a surcharge fee for cash withdrawals. We
expanded our practice of imposing surcharge fees in April 1996 when national
debt and credit card organizations changed rules applicable to their members to
permit these fees. Surcharge fees have become a substantial additional source of
revenue for us and other ATM network operators. The surcharge fee for ATMs in
our network owned by or located in banks ranges between $0.50 and $1.50 per
withdrawal. The surcharge fee for other ATMs in our network ranges between $0.50
and $2.50 per withdrawal. We receive the full surcharge fee for cash withdrawal
transactions on ATMs that we own, but sometimes we rebate a portion of the fee
to the owner of the ATM location under the applicable lease for the ATM site. We
also receive the full surcharge fee for cash withdrawal transactions on ATMs
owned by banks and third party vendors included within our network, but we
rebate a portion of each fee to the bank or third party vendor based upon a
variety of factors, including transaction volume and the party responsible for
supplying vault cash to the ATM.
Interchange fees are credited to us by networks and credit card issuers on
a daily or monthly basis, depending upon the party. Surcharge fees are charged
to the cardholder and credited to us by networks and credit card issuers on a
daily basis. We periodically rebate the portion of these fees owed to ATM owners
and owners of ATM locations. Fees for network management services are generally
paid to us on a monthly basis.
Comparison of Results of Operations for the Three Months Ended April 30, 2003
and April 30, 2002.
Revenues. Our total revenues decreased to $1,825,019 for the first quarter
ended April 30, 2003 ("first quarter 2004") from $1,963,034 for the first
quarter ended April 30, 2002 ("first quarter 2003"). This decrease is due to a
number of factors, including the loss of two combination gas and convenience
store operators at the end of fiscal 2003 and the loss of two banking clients in
first quarter 2004. See Item 2: "Management's Discussion and Analysis or Plan of
Operation Overview--Recent Developments in Our Business." This decrease was
partially offset by increased revenues generated through the expansion of our
relationship with the operator of large discount retail stores and our
relationship with an operator of 101 combination convenience and gas station
stores. See Item 2: "Management's Discussion and Analysis or Plan of Operation
Overview--Significant Relationships."
Surcharge Revenues. Surcharge fees decreased to $1,226,619 or 67.2%
of total revenues in first quarter 2004 from $1,388,339 or 70.7% of total
revenues in first quarter 2003. This decrease is due in part to the loss
of two combination gas and convenience store operators at the end of
fiscal 2003 as well as the loss of two banking clients in first quarter
2004. The loss of surcharge revenue from these clients was partially
offset by an increase in surcharge revenue from ATMs placed with a
discount retailer and ATMs in 101 locations in connection with our
relationship with our operator of combination convenience stores and gas
stations. The number of ATMs in our network which charge a surcharge fee
increased to 720 in first quarter 2004 from 704 in first quarter 2003.
Interchange Revenues. Revenues derived from interchange fees
increased to $508,937 in first quarter 2004 from $501,082 in first quarter
2003. The increase in revenues for these comparable quarters was primarily
attributable to the maturing, in first quarter 2004, of some of our
newly-placed ATMs on which we impose interchange fees.
Funding. Payments made to Funding under the Management Agreement
between Funding and us increased to $10,948 in first quarter 2004 compared
to $2,130 in first quarter 2003. The number of ATMs which received vault
cash from Funding decreased from 257 ATMs as of April 30, 2002 to 138 ATMs
as of April 30, 2003. The payments made to Funding from
10
interchange fees increased in first quarter 2004 from first quarter 2003,
primarily as a result of a lower number of these ATMs. See "--Payments
to Funding."
Network Management Fees. Our revenues from network services provided
to banks and third parties increased to $100,411 in first quarter 2004 from
$75,743 in first quarter 2003 in large part in connection with recognizing
positive processing accruals occurring in the operation of the Company's
ATM network in the ordinary course of business.
Payments to Funding. We have a relationship with our affiliate, Funding,
under which Funding provides vault cash for certain ATMs owned by us. At the
request of Funding, we lease all of these ATMs to Funding so that it may protect
its vault cash in the ATMs. At April 30, 2003 and 2002, Funding had vault cash
located in approximately 138 ATMs and 257 ATMs, respectively, owned by us.
We derive management fees from Funding pursuant to our Management
Agreement with Funding. Under the Management Agreement, Funding receives all
interchange fees for transactions processed on ATMs owned by us for which
Funding provides vault cash. In exchange for "driving" the ATMs leased to
Funding and providing accounting, maintenance and communication services, we
receive a management fee equal to Funding's "net income." Funding's "net income"
is defined in the Management Agreement as revenues from interchange fees, less
armored security charges, interest expense on funds borrowed to provide vault
cash, ATM location expenses, debt service related to the purchase of the ATMs,
taxes or insurance on ATMs, and a monthly payment to each of Funding's
shareholders representing a return on their equity investment in Funding. If
Funding's "net income" is less than zero (a "net loss"), we reimburse Funding
for such amount.
The payment made by us to Funding under the Management Agreement was
$10,948 in first quarter 2004, equal to Funding's "net loss" under the
Management Agreement for the same period. Funding's "net loss" of $10,948
consisted of $87,454 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $92,331 and Funding's return on equity
payment to shareholders of Funding in the amount of $6,070. The payment made by
us to Funding under the Management Agreement was $2,130 in first quarter 2003,
equal to Funding's "net loss" under the Management Agreement for the same
period. Funding's "net loss" of $2,130 consisted of $190,885 in revenues from
interchange fees earned by Funding, less Funding's expenses in the amount of
$186,945 and Funding's return on equity payment to shareholders of Funding in
the amount of $6,070. Pursuant to the Management Agreement, Funding's expenses
for purposes of computing its "net loss" did not include Funding's depreciation,
amortization and bad debt expenses, which were $0 in first quarter 2004 and $0
in first quarter 2003.
Cost of Revenues. Our total cost of revenues increased to $1,702,566 in
first quarter 2004 from $1,681,261 in first quarter 2003. The principal
components of cost of revenues are revenue producing salaries, telecommunication
services and transaction processing charges, interchange and surcharge rebates,
ATM site rentals, ATM maintenance and repairs, depreciation and amortization,
armored car service, and vault cash rental costs. The increase in cost of
revenues is primarily attributable to increased (a) network processing costs,
(b) armored car service expenses, and (c) vault cash rental charges paid to
third parties. This increase was offset by a decrease in revenue generating
compensation, ATM maintenance expense, and transaction credits and rebates to
retail and bank clients.
Gross Margin. Gross profit as a percentage of revenues was 6.7% in first
quarter 2004 and 14.4% in first quarter 2003. The decrease in first quarter 2004
was caused by a number of factors, including loss of revenues from the loss of
two convenience store/gas station operators and two banking clients, increased
armored car service expenses and vault cash rental charges. This decrease was
partially offset by increased revenues generated through the expansion of our
relationship with the operator of large discount retail stores and our
relationship with the operator of 101 combination convenience stores
11
and gas stations. See Item 2: "Management's Discussion and Analysis or Plan
of Operation Overview--Significant Relationships."
Operating Expenses. Our total operating expenses decreased to $345,868 in
first quarter 2004 from $400,884 in first quarter 2003. The principal components
of operating expenses are administrative salaries and benefits, professional
fees, occupancy costs, sales and marketing expenses and administrative expenses.
This decrease is principally attributable to lower administrative compensation
and professional fees.
Interest Income. Through our subsidiary, Electronic Funds Transfer, Inc.
("EFT"), we extend short-term loans to Funding, which uses the proceeds to
provide vault cash for ATMs in our network which are funded by Funding. The
loans generally have terms that range from 30 days to six months, and are
automatically rolled over at maturity unless prior written notice of termination
is given at least 30 days before maturity. Interest income primarily represents
the interest paid by Funding to us on the outstanding balance of these loans. As
of April 30, 2003, Funding paid interest on loans at rates between 2.5% and 9%
per annum. Interest income decreased to $677 in first quarter 2004 from $12,103
in first quarter 2003, since we did not extend any short-term loans to Funding
in first quarter 2004.
Loss Before Taxes. We had a net loss before taxes of $231,007 during the
three months ended April 30, 2003 compared to a net loss before taxes of
$134,674 during the three months ended April 30, 2002 as a result of the factors
discussed above.
Income Taxes. We paid no income taxes for first quarters 2004 and 2003 as
a result of the loss. We have unused operating loss carryforwards of
approximately $3,500,000, which expire between 2005 and 2023.
Liquidity and Capital Resources
Working Capital Deficit. At April 30, 2003, we had a working capital
deficit of $1,467,504 compared to a working capital deficit of $1,364,187 at
January 31, 2003. The ratio of current assets to current liabilities decreased
to .16 at April 30, 2003 from .22 at January 31, 2003. The decrease in working
capital and the ratio of current assets to current liabilities was due mainly to
a decrease in revenues and other factors as described above.
Funding Operations. We have funded our operations and capital expenditures
from cash flow generated by operations, capital leases and borrowings from
lenders. Operating activities provided net cash of $79,580 in first quarter 2004
and used net cash of $111,903 in first quarter 2003. Net cash provided by
operating activities in first quarter 2004 consisted primarily of depreciation
and amortization of $214,170, an increase in accounts payable and accrued
expenses of $53,083 and a decrease in prepaid expenses and other of $44,000,
partially offset by a net loss of $231,007. Net cash provided by investing
activities was $3,280 in the first quarter of 2004 compared to net cash used in
first quarter 2003 of $268,553. Net cash used in financing activities was
$128,099 in the first quarter 2004, compared to $143,372 in first quarter 2003.
We had cash and cash equivalents of $119,028 at April 30, 2003, compared to cash
and cash equivalents of $164,267 at January 31, 2003.
Much of our cash requirements relate to the need for vault cash for ATMs
owned by us. Funding currently provides vault cash for approximately twenty
percent of these ATMs. At April 30, 2003 and 2002, Funding had vault cash of
approximately $1,800,000 and $2,500,000, respectively, located in approximately
138 and 257 ATMs, respectively, owned by us. Funding borrows the money that it
provides as vault cash for our ATMs. The loans generally have terms that range
from 30 days to six months and are automatically rolled over at maturity unless
prior written notice of termination is given at least 30
12
days before maturity. Through our subsidiary, EFT, we loan funds to
Funding for vault cash to the extent that Funding cannot obtain financing on
reasonable terms from other sources and to the extent that we have cash
available to lend to Funding. The outstanding balance of the loans made by EFT
to Funding at April 30, 2003 was zero and at April 30, 2002 was $364,715. For
more information regarding our relationship with Funding, see"--Comparison of
Results of Operations for the Three Months Ended April 30, 2003 and April 30,
2002--Payments to Funding" and our Annual Report on Form 10-KSB for the fiscal
year ended January 31, 2003, Item 1, "DESCRIPTION OF BUSINESS--Relationship with
Funding Corporation." Certain of the ATMs owned by us are sponsored by banks.
Vault cash for these ATMs is supplied by the sponsoring bank. Vault cash for
ATMs in our network that are owned by banks and third party vendors is provided
by the ATM owner. Currently, we do not directly provide vault cash to any ATMs
in our network.
We also obtain vault cash under the following arrangements:
o Chart Bank. In October 1999, we entered into an arrangement
with Chart Bank allowing us to obtain up to $5,000,000 in
vault cash. In January 2002, Chart Bank reduced the amount
available under the arrangement to $1,000,000, of which
approximately $606,000 was outstanding as of April 30,
2003. In September 2002, we entered into a new arrangement
with Chart Bank, which has a term of three years and may be
terminated by Chart Bank upon breach by us and upon the
occurrence of certain other events. Under this arrangement,
we are required to maintain cash in an account to allow
Chart Bank to offset losses of vault cash and to pay a
monthly service fee on the outstanding amount equal to the
Boston Federal Home Loan Bank Classic Advanced One Year
Regular Rate, plus a specified percentage, and must pay
monthly "bank" and insurance fees. See Note 2 to the
Condensed Consolidated Financial Statements.
o WSFS. In August 2000, we entered into an arrangement with
Wilmington Savings Fund Society ("WSFS") allowing us to
obtain up to $3,000,000 in vault cash. In February 2002,
WSFS increased our limit to $5,000,000 and, as of April 30,
2003, approximately $3,200,000 was outstanding. We entered
into a new arrangement with WSFS in August 2002. The WSFS
arrangement has a one-year term and may be terminated by
WSFS at any time upon breach by us and upon the occurrence
of certain other events. Under this arrangement, we are
required to maintain cash in an account to allow WSFS to
offset losses of vault cash and to pay a monthly service fee
on the outstanding amount equal to the prime rate of
interest, plus a specified percentage, and must pay monthly
"bank" and insurance fees. See Note 2 to the Condensed
Consolidated Financial Statements.
o First Mariner Bank of Baltimore. Under our arrangement
regarding the combined convenience stores and gas stations,
First Mariner Bank provides vault cash (approximately $1.5
million) for all 101 ATMs placed under that arrangement.
This arrangement has a five year term, currently has no
limit on the amount of vault cash which can be placed in
these ATMs and may be terminated by First Mariner Bank at
any time upon breach by us and upon the occurrence of
certain other events. First Mariner Bank also provides
vault cash for certain ATMs in our network. As compensation
for this arrangement, First Mariner Bank shares in a portion
of the surcharge fees earned in connection with these ATMs.
o Horizon National Bank. Under a vault cash arrangement
executed in September 2002, Horizon National Bank has agreed
to provide vault cash of up to $1.5 million for certain new
ATMs and the ATMs located in the Kansas City area. This new
arrangement has a one year term and after such one year may
be terminated by either party for any reason after 60 days
notice. Horizon National Bank may also terminate this
arrangement at any time upon breach by us and upon the
occurrence of certain other events. As compensation for this current
13
arrangement, Horizon National Bank shares in a portion of the surcharge
fees earned in connection with these ATMs and receives a monthly
correspondent banking and miscellaneous fee.
As a result of certain factors discussed below, our liquidity has been
reduced significantly from the same period a year ago. This reduction in
liquidity is partially due to the start-up period for new ATMs, the loss of two
combination convenience and gas store operations at the end of 2003 and the loss
of certain banking clients, increased competition and a slight decline in
revenue.
As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. In addition, we have undertaken
measures to increase revenues by looking for opportunities to replace lost
customers and to reduce our expenses by streamlining and reducing workforce
expenditures and renegotiating vendor contracts. To provide additional
liquidity, David Bonsal, our CEO and Chairman of the Board, has signed a
commitment letter agreeing to maintain a $300,000 line of credit for our use if
needed. The amount of this line will be reduced each quarter by $25,000 if
certain conditions are met. Mr. Bonsal may also convert the line of credit into
common stock or subordinated debt. We believe that as a result of these factors
cash flow from operations will be sufficient to fund operations. If cash flow
from operations is not sufficient to fund our operations, we may be required to
seek additional sources of financing. If any of our existing financing
arrangements are terminated, or if we seek additional funding to expand our ATM
network, additional financing may not be available when needed or may not be
available on acceptable terms. In that event, our ability to maintain and expand
our ATM network may be adversely affected. The loss of one or more sources of
vault cash funding or the loss of additional customers could have a material
adverse effect on our business, results of operations and financial condition.
As always, we continue to look for new and alternative vault cash sources.
Recent Developments in Our Business
Loss of combination convenience stores and gas stations clients. During
the fiscal year ended January 31, 2003, two operators of combination convenience
stores and gas stations terminated their relationship with us effective as of
January, 2003. The aggregate revenues from these operators accounted for
approximately 14% and 10% of our revenues in fiscal year 2003 and 16% and 12% of
our revenues in fiscal year 2002. See Annual Report on Form 10-KSB for fiscal
year ended January 31, 2003-Item 6 "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONS--Trends--Loss of Clients." We have removed approximately 100 ATMs
from sites at those combination convenience stores and gas stations. Only a few
of these ATMs have been redeployed and the remaining ATMs are sitting in
storage. Approximately 30 of these ATMs are owned by us and the remaining ATMs
under lease will be returned to the lessor as the leases expire.
Loss of banking clients. During first quarter 2004, ATM management
servicing contracts that the Company had with two banks were terminated. A
competitor of ours that has the capability to provide both back office services
and ATM management services has taken over the ATM management servicing for
these two banks.
Significant Relationships
During the fourth quarter of fiscal 2002, we entered into a contract to
place approximately 101 ATMs in the stores of a combination convenience store
and gas station operator. The ATM site lease agreement expires in October 2006
and may be terminated before the end of the lease term under certain
circumstances. The aggregate revenues from this operator accounted for
approximately 16% and 14% of our revenues in first quarter 2004 and fiscal year
2003, respectively.
14
We also have a relationship with a retailer for whom approximately 334
ATMs have been installed at various locations as of April 30, 2003. The ATM site
lease agreement with this retailer expires in October 2005 and the site owner
has the right to terminate the lease before the end of the lease term under
certain circumstances. The aggregate revenues from this retailer accounted for
approximately 38% of our revenues in first quarter 2004, 21% of our revenues in
fiscal year 2003 and 13% of our revenues in fiscal year 2002.
Impact of Inflation and Changing Prices
While subject to inflation, we were not impacted by inflation during the
past two fiscal years in any material respect.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act. These
statements are subject to risks and uncertainties, as described below.
Examples of forward-looking statements include, but are not limited to:
(i) projections of revenues, income or loss, earnings or loss per share, capital
expenditures, the payment or non-payment of dividends, capital structure and
other financial items, (ii) statements of plans and objectives of our management
or Board of Directors, including plans or objectives relating to our products or
services (iii) statements of future economic performance, and (iv) statements of
assumptions underlying the statements described in (i), (ii) and (iii).
Forward-looking statements can often be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should," "could,"
"intends," "plans," "estimates" or "anticipates," variations thereof or similar
expressions.
Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. Our future results
of operations, financial condition and business operations may differ materially
from those expressed in these forward-looking statements. Investors are
cautioned not to put undue reliance on any forward-looking statement.
There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not identified herein could also
have such an effect. Among the factors that could cause actual results to differ
materially from those discussed in the forward-looking statements are the
following:
o Changes in laws or card association rules affecting our ability to
impose surcharge fees, and continued customer willingness to pay
surcharge fees;
o Our ability to form new strategic relationships and maintain existing
relationships with issuers of credit cards and national and regional
card organizations;
o Our ability to expand our ATM base and transaction processing business;
o The availability of financing at reasonable rates for vault cash and for
other corporate purposes, including funding our expansion plans;
o Our ability to maintain our existing relationships with an operator of
combination convenience stores and gas stations at which we maintain 101
ATMs as of April 30, 2003 and a retailer for whom approximately 334 ATMs
have been installed as of April 30, 2003;
15
o Our ability to keep our ATMs at other existing locations at reasonable
rental rates and to place additional ATMs in preferred locations at
reasonable rental rates;
o The extent and nature of competition from financial institutions, credit
card processors and third party operators, many of whom have
substantially greater resources than us;
o Our ability to maintain our ATMs and information systems technology
without significant system failures or breakdowns;
o Our ability to comply with regulatory requirements of the Federal
Deposit Insurance Corporation, the Office of the Comptroller of the
Currency and the Federal Reserve Board;
o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation for which we do not maintain insurance;
o Our ability to develop new products and enhance existing products to be
offered through ATMs, and our ability to successfully market these
products;
o Our ability to identify suitable acquisition candidates, to finance and
complete acquisitions and to successfully integrate acquired assets and
businesses into existing operations;
o Our ability to retain senior management and other key personnel; and
o Changes in general economic conditions.
Any forward-looking statement contained herein is made as of the date of
this document. We do not undertake to publicly update or correct any of these
forward-looking statements in the future.
Item 3. Controls and procedures
Based on an evaluation of disclosure controls and procedures for the
period ended April 30, 2003, conducted by our Chief Executive Officer and
Corporate Controller, we conclude that our disclosure controls and procedures
are effective. Our Chief Executive Officer and Corporate Controller conducted
this evaluation in May 2003.
The Company has in place a system of internal controls which it believes
are adequate. There have been no significant deficiencies or material weaknesses
identified and we have not made any significant changes in our internal controls
or in other factors that could significantly affect internal controls.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings.
See the summary included in Item 1 "Financial Statement--Notes to
Condensed Consolidated Financial Statements Three Months Ended April 30,
2003--Note 3."
16
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
The exhibits required by this item are listed in the Index to
Exhibits set forth at the end of this Form 10-QSB.
(b) Reports on Form 8-K
We did not file any reports on Form 8-K during the quarter ended
April 30, 2003.
17
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL MONEY CENTERS, INC.
(Registrant)
Date: June 16, 2003 By: /s/David S. Bonsal
----------------------------------
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
18
302 CERTIFICATE
---------------
I, David S. Bonsal, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal Money
Centers, 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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
/s/ David S. Bonsal
--------------------
David S. Bonsal
Chief Executive Officer
19
302 CERTIFICATE
---------------
I, Christopher D. Greek, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal Money
Centers, 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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
/s/ Christopher D. Greek
--------------------------
Christopher D. Greek
Corporate Controller
20
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------- -----------
3.1* Articles of Incorporation of Universal Money Centers,
Inc., as amended
3.2** Amended and Restated Bylaws of Universal Money Centers,
Inc.
4.1** Promissory Note dated June 3, 1996 issued by Universal
Money Centers, Inc. to Bank 21 (formerly The Farmers
State Bank)
4.2** Business Loan Agreement dated June 3, 1996 between
Universal Money Centers, Inc. and Bank 21 (formerly
The Farmers State Bank)
4.3** Promissory Note dated August 26, 1996 issued by
Universal Money Centers, Inc. to Bank 21 (formerly The
Farmers State Bank)
4.4** Business Loan Agreement dated August 26, 1996 between
Universal Money Centers, Inc. and Bank 21 (formerly
The Farmers State Bank)
4.5** Commercial Security Agreement dated August 26, 1996
between Universal Money Centers, Inc. and Bank 21
(formerly The Farmers State Bank)
4.6*** Promissory Note dated April 9, 1998 issued by Universal
Money Centers, Inc. to Bank 21 (formerly The Farmers State
Bank)
4.7*** Negative Pledge Agreement dated April 9, 1998 between
Universal Money Centers, Inc. and Bank 21 (formerly
The Farmers State Bank)
4.8*** Commercial Security Agreement dated April 9, 1998
between Universal Money Centers, Inc. and Bank 21
(formerly The Farmers State Bank)
4.9**** Promissory Note dated February 1, 2000 issued by
Universal Money Centers, Inc. to First National Bank
of Kansas
Executive Compensation Plans and Arrangements filed pursuant to Item 13(a)
of Form 10-KSB: Exhibits 10.19 and 10.20.
10.1** Agreement dated August 15, 1989 among Universal Money
Centers, Inc., Funding, David S. Bonsal, John L.
Settles and William Smithson
10.2** Addendum dated August 29, 1989 among Universal Money
Centers, Inc., Funding, David S. Bonsal, John L.
Settles and William Smithson
10.3** Letter Agreement dated June 12, 1997 between Universal
Money Centers, Inc. and Funding
10.4** Master Equipment Lease Agreement dated October 18, 1996
between Universal Money Centers, Inc. and Newcourt
Communications Finance Corporation (formerly AT&T
Credit Corporation)
21
10.5** Master Equipment Lease Agreement Schedule dated
December 30, 1996, between Universal Money Centers,
Inc. and Newcourt Communications Finance Corporation
(formerly AT&T Credit Corporation)
10.6** Master Equipment Lease Agreement Schedule dated October
30, 1996, between Universal Money Centers, Inc. and
Newcourt Communications Finance Corporation (formerly
AT&T Credit Corporation)
10.7** Master Equipment Lease Agreement Schedule dated
February 28, 1997, between Universal Money Centers,
Inc. and Newcourt Communications Finance Corporation
(formerly AT&T Credit Corporation)
10.8 Master Lease Agreement dated February 28, 1998 between Universal
Money Centers, Inc. and Diebold Credit Corporation (incorporated by
reference from Exhibit 10.8 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1998)
10.9 Lease Schedule dated April 20, 1998 between Universal Money Centers,
Inc. and Diebold Credit Corporation (incorporated by reference from
Exhibit 10.9 to the registrant's Quarterly Report on Form 10-QSB for
the quarter ended April 30, 1998)
10.10 Assignment and Delegation dated September 25, 1998 among Universal
Money Centers, Inc., as assignor, Diebold Incorporated, as seller,
and Diebold Credit Corporation, as assignee (incorporated by
reference from Exhibit 10.10 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended October 31, 1998)
10.11 Master Lease Agreement dated November 20, 1998 between Universal
Money Centers, Inc. and Dana Commercial Credit Corporation
(incorporated by reference from Exhibit 10.11 to the registrant's
Annual Report on Form 10-KSB for the fiscal year ended January 31,
1999)
10.12 Master Lease Agreement dated January 18, 1999 between Universal Money
Centers, Inc. and Dana Commercial Credit Corporation (incorporated
by reference from Exhibit 10.12 to the registrant's Annual Report on
Form 10-KSB for the fiscal year ended January 31, 1999)
10.13 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease Agreement
dated January 18, 1999 between Universal Money Centers, Inc. and
Dana Commercial Credit Corporation (incorporated by reference from
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-QSB for
the quarter ended July 31, 1999)
10.14 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease Agreement
dated January 18, 1999 between Universal Money Centers, Inc. and
Dana Commercial Credit Corporation (incorporated by reference from
Exhibit 10.2 to the registrant's Quarterly Report on Form 10-QSB for
the quarter ended July 31, 1999)
10.15 Lease Schedule No. 4, dated October 1, 1999 and accepted October 31,
1999, to the Master Lease Agreement dated January 18, 1999 between
Universal Money Centers, Inc. and Dana Commercial Credit Corporation
(incorporated by reference from Exhibit 10.2 to the registrant's
Current Report on Form 8-K dated October 31, 1999)
22
10.16 Agreement for Assignment of ATM Space Leases dated
January 14, 2000 between Universal Money Centers, Inc.
and Nationwide Money Services, Inc. (incorporated by
reference from Exhibit 10.16 to the registrant's
Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2000)
10.17 ATM Sublease January14, 2000 among Nationwide Money
Service, Inc., Universal Money Centers, Inc., and Dana
Commercial Credit Corporation (incorporated by
reference from Exhibit 10.17 to the registrant's
Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2000)
10.18 Lease Schedule No. 5 dated March 30, 2000 to Master
Lease Agreement dated January 18, 1999 between
Universal Money Centers, Inc. and Dana Commercial
Credit Corporation (incorporated by reference from
Exhibit 10.18 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 2000)
10.19**** Restricted Stock Agreement dated January 12, 2001
between Universal Money Centers, Inc. and David S.
Bonsal
10.20**** Restricted Stock Agreement dated January 12, 2001
between Universal Money Centers, Inc. and Pamela A.
Glenn
10.21 Settlement Agreement and Release of All Claims dated
November 28, 2001 between Universal Money Centers, Inc.
and John L. Settles (incorporated by reference from
Exhibit 10.21 to our Quarterly Report on Form 10-QSB
for the quarter ended October 31, 2001)
10.22 Settlement Agreement and Release dated April 22, 2002, between
Universal Money Centers, Inc. and Dave Windhorst (incorporated by
reference from Exhibit 10.22 to our Annual Report on Form 10-KSB for
the year ended January 31, 2002)
10.23 Commitment Letter dated May 16, 2003 from David Bonsal in favor of
Universal Money Centers, Inc. (incorporated by reference from Exhibit
10.23 to our Annual Report on Form 10-KSB for the year ended January
31, 2003)
21** Subsidiaries of the Registrant
99.1 Certification of Chief Executive Officer of Universal Money Centers,
Inc. dated June 16, 2003, which is accompanying this Annual Report on
Form 10-QSB for the quarter ended April 30, 2003 and is not treated
as filed in reliance on the SEC's Interim Guidance Regarding Filing
Procedures
99.2 Certification of Corporate Controller of Universal Money Centers,
Inc. dated June 16, 2003, which is accompanying this Annual Report on
Form 10-QSB for the quarter ended April 30, 2003 and is not treated
as filed in reliance on the SEC's Interim Guidance Regarding Filing
Procedures
* Incorporated by reference from the exhibit to our Registration Statement
Pre-effective Amendment No. 1 on Form SB-2 filed on August 2, 2000 which
bears the same exhibit number.
23
** Incorporated by reference from the exhibit to our Annual Report on Form
10-KSB for the fiscal year ended January 31, 1998 which bears the same
exhibit number.
*** Incorporated by reference from the exhibit to our Quarterly Report on
Form 10-QSB for the quarter ended April 30, 1998 which bears the same
exhibit number.
**** Incorporated by reference from the exhibit to our Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2001 which bears the
same exhibit number.