UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended MARCH 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _______ to _______.
Commission file number 0-32875
ALLOY STEEL INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0233941
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ALLOY STEEL INTERNATIONAL, INC.
42 MERCANTILE WAY MALAGA
P.O. BOX 3087 MALAGA D C 6945
WESTERN AUSTRALIA
(Address of principal executive offices)
61 (8) 9248 3188
(Issuer's telephone number)
There were 16,950,000 shares of Common Stock outstanding as of May 14 2003.
Transitional Small Disclosure Format (check one): Yes [ ] No [X]
PART I
ITEM 1. FINANCIAL STATEMENTS
---------------------
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets
March 31, September 30,
2003 2002
(unaudited)
ASSETS
------
CURRENT ASSETS
Cash and cash equivalents $ 290,134 $ 288,448
Accounts receivable, less allowance for doubtful 121,331 131,316
accounts
Inventories 224,003 158,269
Prepaid expenses and other current assets 42,620 39,155
------------ ---------------
TOTAL CURRENT ASSETS 678,088 617,188
PROPERTY AND EQUIPMENT, net 1,382,307 1,266,856
OTHER ASSETS
Intangibles 90,512 90,512
------------ ---------------
TOTAL ASSETS $ 2,150,907 $ 1,974,556
------------ ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Notes payable, current portion $ 38,100 $ 32,814
Accounts payable and other current liabilities 755,965 666,634
Income taxes payable 166,988 151,188
------------ ---------------
TOTAL CURRENT LIABILITIES 961,053 850,636
LONG-TERM LIABILITIES
Notes payable, less current portion 98,048 107,602
TOTAL LIABILITIES 1,059,101 958,238
============ ===============
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock: $0.01 par value; authorized 3,000,000 shares; issued
and outstanding - none
Common Stock: $0.01 par value; authorized 50,000,000 shares; 169,500 169,500
16,950,000 issued and outstanding
Additional paid-in-capital 1,773,382 1,773,382
Accumulated other comprehensive income 173,973 35,381
Accumulated deficit (1,025,049) (961,945)
------------ ---------------
TOTAL STOCKHOLDERS' EQUITY 1,091,806 1,016,318
------------ ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,150,907 $ 1,974,556
============ ===============
See accompanying notes to consolidated financial statements.
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ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Statements of Operations And Comprehensive Income (Loss)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
2003 2002 2003 2002
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
SALES $ 545,636 $ 569,007 $ 913,982 $ 1,067,838
COST OF SALES 317,333 262,161 527,276 584,035
------------ ------------ ------------ ------------
GROSS PROFIT 228,303 306,846 386,706 483,803
OPERATING EXPENSES
Selling, general and administrative expenses 248,581 267,833 476,623 494,880
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (20,278) 39,013 (89,917) (11,077)
------------ ------------ ------------ ------------
OTHER INCOME
Interest income 3,295 2,264 6,442 4,876
Insurance recovery - - 2,361 -
Export grant received - - 18,010 -
Unrealized foreign exchange gain 1,830 - - 75
------------ ------------ ------------ ------------
5,125 2,264 26,813 4,951
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME
TAXES (15,153) 41,277 (63,104) (6,126)
Income taxes - 16,067 - 16,067
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (15,153) $ 25,210 $ (63,104) $ (22,193)
============ ============ ============ ============
BASIC LOSS AND DILUTED LOSS PER $ (0.001) $ 0.002 $ (0.004) $ (0.001)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 16,950,000 16,950,000 16,950,000 16,950,000
============ ============ ============ ============
COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS) $ (15,153) $ 25,210 $ (63,104) $ (22,193)
------------ ------------ ------------ ------------
OTHER COMPREHENSIVE INCOME
(LOSS)
Foreign currency translation
adjustment 86,536 27,457 138,592 70,575
------------ ------------ ------------ ------------
COMPREHENSIVE INCOME (LOSS) $ 71,383 $ 52,667 $ 75,488 $ 48,382
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
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ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
SIX MONTS ENDED
MARCH 31,
2003 2002
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (63,104) $ (22,193)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation 43,273 39,259
Increase (Decrease) in cash attributable to changes in operating assets
and liabilities:
Accounts receivable 9,981 (95,363)
Inventories (65,736) 117,229
Prepaid expenses and other current assets (3,464) 8,283
Accounts payable and other current liabilities 89,428 133,992
Income taxes payable 15,800 16,067
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 26,178 197,274
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES,
purchase of property and equipment (27,033) (216,200)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings - 154,131
Repayment of borrowings (17,081) (7,282)
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (17,081) 146,849
------------ ------------
Effect of foreign exchange rate on cash 19,622 13,606
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,686 141,529
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 288,448 185,596
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 290,134 $ 327,125
------------ ------------
See accompanying notes to consolidated financial statements.
-3-
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
NOTE - 1 UNAUDITED STATEMENTS
The accompany condensed consolidated financial statements of the Company as of
March 31, 2003 and for the six month and three-month periods ended March 31,
2003 and 2002 are unaudited and reflect all adjustments of a normal and
recurring nature to present fairly the financial position, results of operations
and cash flows for the interim periods. These unaudited condensed consolidated
financial statements have been prepared by the Company pursuant to instructions
to Form 10-QSB. Pursuant to such instructions, certain financial information
and footnote disclosures normally included in such financial statements have
been omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's September 30, 2002 audited financial
statements included in the registrant's annual report on form 10-KSB. The
results of operations for the six month and three-month periods ended March 31,
2003 are not necessarily indicative of the results that may occur for the year
ending September 30, 2003.
NOTE - 2 NEW ACCOUNTING PRONOUNCEMENTS
In July 2002, Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 146 "Accounting For Costs Associated
With Exit or Disposal Activities "SFAS No. 146", which addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred In a Restructuring)". SFAS 146 is effective for exit or disposal
activities that are initiated after December 31, 2002, with earlier application
encouraged. In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123" ("SFAS 148"), which amends FASB Statement No. 123, Accounting
for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
SFAS 148 is effective for voluntary changes to the fair value based method made
in fiscal years beginning after December 15, 2002. The Company does not
anticipate these pronouncements will have a significant impact on its
consolidated financial position and results of operations.
NOTE - 3 INVENTORIES
At March 31, 2003 (unaudited) and September 30, 2002 inventories consist of the
following:
Mar. 31, 2003 Sept. 30, 2002
Raw materials $ 81,844 $ 50,748
Finished goods 142,159 107,521
-------------- ---------------
$ 224,003 $ 158,269
-------------- ---------------
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
------------------------------------
You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our financial
statements, the notes to our financial statements and the other financial
information contained elsewhere in this filing.
OVERVIEW
We manufacture and distribute Arcoplate, a wear-resistant fused-alloy-clad
steel plate, which is manufactured by a patented production process. The
Arcoplate process enables an alloy overlay to be evenly applied to a mild steel
backing, creating a metallurgical bond between the alloy and the mild steel that
is resistant to wear caused by impact, abrasion and erosion. We believe that
wear is the primary cause of down time and lost production in mining and mineral
processing, and that our Arcoplate product line will substantially lower the
down time and lost production for our customers.
We are also developing, for manufacture and distribution, the 3-D Pipe
Fitting Cladder process, a computer-driven and software-based mechanical system
for industrial use. The 3-D Pipe Fitting Cladder process enables wear resistant
alloy coatings to be applied to pipefittings, where wear is most likely to
occur. In pipefittings, wear generally occurs in pipe bends, elbow pipe joints,
pipe "T" sections and pipe "Y" sections. Through the 3-D Pipe Fitting Cladder
process, we apply alloy coatings to the interior surfaces of pipefittings. We
believe that the mining and mineral industries, among others, would benefit from
the reduced abrasive wear and downtime associated with the use of the 3-D
Pipe-Fitting Cladder process.
PLAN OF OPERATION
Our objective during the next 12 months is to expand our capacity to
produce Arcoplate. The new machinery to increase the production of Arcoplate is
currently undergoing testing to rectify any faults and to make minor
modifications where necessary. The additional machinery will supplement our
current machinery, which we have utilized to generate our sales. We believe
that with the addition of new equipment we will have the capacity to produce
Arcoplate which will have a resale value of $7,500,000-$10,000,000. However, we
cannot assure that we will generate such sales. We will also attempt to further
increase the capacity of our facility when it is apparent market demand requires
additional production capacity. In addition, we intend to build the machinery
for the 3-D Pipe Fitting Cladder Process, the cost of which is approximately
$500,000. We intend to seek additional financing for these capital
expenditures, but we cannot assure you that we will be able to obtain such
financing. In the event that we are not able to obtain such additional
financing, we will attempt to finance such expenditures out of operations or we
will attempt to continue operations without such capital expenditures.
We intend to achieve market penetration through a multi-step process
consisting of:
- The appointment of appropriately experienced agents in selected areas;
- presentation of technical papers at industry related seminars;
- initial discussions of the application highlighting the advantages of
Arcoplate;
- an engineering and marketing evaluation by the prospective customer of
sample material and demonstration products; and
- licensing a production program where approximate expenditures are made
on tooling, equipment and quality control necessary to fulfill market
requirements.
We also intend to continue our research and development activities with respect
to our products. We intend to allocate approximately one-half of 1% of sales to
research and development activities.
-5-
RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 COMPARED WITH THE THREE
AND SIX MONTHS ENDED MARCH 31, 2002
SALES
Alloy Steel had sales of $545,636 for the three months ended March 31, 2003,
compared to $569,007 for the three months ended March 31, 2002. These sales
consist primarily of the sale of our Arcoplate product. Substantially all of
our sales during the periods were denominated in Australian dollars. Sales were
converted into U.S. dollars at the conversion rate of $0.57534 representing the
average foreign exchange rate for the three months ended March 31, 2003. Sales
have decreased compared with the three months ended March 31, 2002 primarily due
to a discount structure negotiated with appointed distributors.
Alloy Steel had sales of $913,982 and $1,067,838 for the six months ended March
31, 2003 and six months ended March 31, 2002, respectively. These sales consist
solely of the sale of our Arcoplate product.
GROSS PROFIT AND COSTS OF SALES
Alloy Steel had cost of sales of $ 317,333 for the three months ended March 31,
2003, compared to $ 262,161 for the three months ended March 31, 2002. The gross
profit amounted to $ 228,303 for the three months ended March 31, 2003 compared
to $ 306,846 for the three months ended March 31, 2002. The gross profit
percentage decreased from 54% to 42%. We attribute the increase in cost of
sales and decrease in gross profit primarily due to material cost increases.
Alloy Steel had cost of sales of $ 527,276 and $ 584,035 for the six months
ended March 31, 2003 and six months ended March 31, 2002, respectively. Alloy
Steel's gross profit was $ 386,706 or 42% of sales, and $483,803, or 45% of
sales, for the respective periods.
OPERATING EXPENSES
Alloy Steel had selling, general and administrative expenses of $248,581
for the three months ended March 31, 2003, compared to $267,833 for the three
months ended March 31, 2002. The decrease was primarily due to a reduction of
employees involved in marketing of product in Australia as a result of the
exclusive distributor agreement.
Alloy Steel had operating expenses of $ 476,623 and $ 494,880 for the six months
ended March 31, 2003 and six months ended March 31, 2002, respectively. Our
operating expenses consist primarily of management salaries, consulting
expenses, and travel expenses.
INCOME BEFORE TAXES
Alloy Steel's loss before taxes was $15,153 for the three months ended
March 31, 2003, compared to a profit of $41,277 for the three months ended March
31, 2002.
Alloy Steel had a net loss before income taxes of $ 63,104 and net loss of $
22,193 for the six months ended March 31, 2003 and six months ended March 31,
2002, respectively.
NET LOSS
Alloy Steel had a net loss of $15,153 or $0.001 per share, for the three
months ended March 31, 2003, compared to a net profit of $25,210 or $0.002 per
share for the three months ended March 31, 2002.
Alloy Steel had a net loss of $ 63,104 or $ 0.004 per share, and a net loss
of $ 22,194 or $ 0.001 per share, for the six months ended March 31, 2003 and
six months ended March 31, 2002, respectively.
-6-
LIQUIDITY
For the six months ended March 31, 2003, the total cash provided by
operating activities was $26,178, consisting of a net loss of $63,104 an
increase in accounts payable and other current liabilities of $89,428, an
increase in inventories of $65,736 and a decrease of accounts receivable of
$9,981.
As of the six months ended March 31, 2003, we had a working capital deficit
of $282,965.
We anticipate that the funding of our working capital needs will come
primarily from the cash generated from our operations. To the extent that the
cash generated from our operations is insufficient to meet our working capital
needs or the purchase of machinery or equipment, then we will need to raise
capital from the sale of securities in private offerings or loans. We have no
commitments for capital. The sale of additional equity or convertible debt
securities could result in dilution to our stockholders. There can be no
assurance that financing will be available in amounts or on terms acceptable to
us, if at all.
SIGNIFICANT CHANGES IN NUMBERS OF EMPLOYEES
We anticipate hiring approximately two additional manufacturing employees
and one additional research and product development employee in the next 3
months.
PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT
The machinery to expand our capacity to produce Arcoplate is currently
under going trials to rectify faults and make minor modifications where
necessary. In addition, we anticipate that the cost of the machinery necessary
for the 3-D Pipe Fitting Cladder process will be approximately $500,000. This
machine is expected to be in operation by March 2004. The 3-D Pipe Fitting
Cladder machinery includes a computer driven software mechanical system which
has been designed to overlay with super alloys wear resistant coating into
pipefittings. We have no material commitments for the additional financing for
the addition of the machinery to expand our capacity to produce Arcoplate or the
machinery for the 3-D Pipe Fitting Cladder process.
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
In July 2002, Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146 "Accounting For
Costs Associated With Exit or Disposal Activities "SFAS No. 146", which
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies EITF Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred In a Restructuring)". SFAS 146 is effective
for exit or disposal activities that are initiated after December 31, 2002, with
earlier application encouraged. In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" ("SFAS 148"), which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS 148 is effective for voluntary changes to the fair value based
method made in fiscal years beginning after December 15, 2002. The Company does
not anticipate these pronouncements will have a significant impact on its
consolidated financial position and results of operations.
ITEM 3. CONTROLS AND PROCEDURES
-----------------------
a) Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of a date within 90 days of the filing date of
this report, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange
-7-
Act")) are effective to ensure that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities
Exchange Commission rules and forms.
b) Changes in Internal Controls
There have been no significant changes in our internal controls or in other
factors that could significantly affect the disclosure controls subsequent to
the Chief Executive Officer's and Chief Financial Officer's most recent
evaluation, and there have been no corrective actions with regard to significant
deficiencies and material weaknesses in such controls.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99.1 Statement of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Statement of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
None.
-8-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 14, 2003 ALLOY STEEL INTERNATIONAL, INC.
By: /s/ Alan Winduss
--------------------------------------------
Alan Winduss, Chief Financial Officer
(Principal Financial Officer)
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CERTIFICATIONS
I, Gene Kostecki, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Alloy Steel
International, Inc. (the "registrant");
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 the registrant's board of directors:
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 control; 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: May 14, 2003 /s/ Gene Kostecki
----------------------------
Gene Kostecki
Chief Executive Officer
-10-
I, Alan Winduss, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Alloy Steel
International, Inc. (the "registrant");
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 the registrant's board of directors:
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 control; 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: May 14, 2003 /s/ Alan Winduss
----------------------------
Alan Winduss
Chief Financial Officer
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