U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from _______ to _______.
Commission File No. 000-29933
TRANSAMERICAN HOLDINGS, INC.
----------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 77-0434471
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
9601 Wilshire Boulevard, Suite 620, Beverly Hills, California 90210
(Address of principal executive offices)
(310) 271-4159
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15 (d) of the 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 [ ]
As of the date of this filing, the Company had approximately
16,271,090 shares of Common Stock issued and outstanding.
TRANSAMERICAN HOLDINGS, INC.
FORM 10-QSB
for the quarter ended March 31, 2001
TABLE OF CONTENTS
Part I. Financial Information
- -------
Item 1. Financial Statements
Balance Sheet as of March 31, 2001 (unaudited).
Statements of Operations for the three months ended
March 31, 2001 (unaudited) and March 31, 2000
(unaudited) and from inception on July 22, 1996 to
March 31, 2001 (unaudited).
Statement of Stockholders' Equity for the Period from
inception to March 31, 2001 (unaudited).
Statements of Cash Flows for the three months ended
March 31, 2001 (unaudited) and March 31, 2000
(unaudited) and from inception on July 22, 1996 to
March 31, 2001 (unaudited).
Notes to Financial Statements.
Item 2. Managements Discussion and Analysis or Plan of
Operation
Part II. Other Information
- --------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on form 10-QSB contains "forward-
looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Statements of our intentions, beliefs, expectations
or predictions for the future, denoted by the words "believes,"
"expects," "may," "will," "should," "seeks," "pro forma,"
"anticipates," "intends" and similar expressions are forward-
looking statements that reflect our current views about future
events and are subject to risks, uncertainties and assumptions.
We wish to caution readers that these forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties. Actual events or results may differ
materially from those discussed in the forward-looking statements
as a result of various factors, including, without limitation,
the risk factors and other matters contained in this annual
report generally. All subsequent written and oral forward-
looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the
cautionary statements included in this document. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
PART I
ITEM 1. FINANCIAL STATEMENTS.
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001
CONTENTS
Page
Financial Statements:
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - MARCH 31, 2001
(UNAUDITED)
ASSETS
Current assets:
Cash $ 686,390
Certificate of deposit 100,000
Other receivables 13,272
Notes receivable 60,000
Note receivable, related party 145,000
-----------
Total current assets $ 1,004,662
Property and equipment, net of
accumulated depreciation and amortization 9,244
Cash - restricted 30,665
-----------
$ 1,044,571
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 43,036
10% note payable, officer, due June 18, 2001 5,000
-----------
Total current liabilities $ 48,036
Stockholders' equity:
Common stock; $.001 par value, 100,000,000
shares authorized, 16,271,090 shares
issued and outstanding $ 16,271
Subscriptions receivable (33,750)
Additional paid-in capital 1,453,147
Deficit accumulated during development stage (439,133)
-----------
Total stockholders' equity 996,536
-----------
$ 1,044,571
===========
1
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
From inception on
For the three months ended July 22, 1996 to
March 31, 2001 March 31, 2000 March 31, 2001
--------------- -------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
Net revenues $ - $ - $ -
Cost of sales - - -
--------------- -------------- -----------------
Gross profit - - -
General and administrative
expenses 127,113 110,451 452,205
--------------- -------------- -----------------
Net Loss from operations
before interest income (127,113) (110,451) (452,205)
Interest income 13,072 - 13,072
Net loss $ (114,041) $ (110,451) $ (439,133)
=============== ============== =================
Net loss per share,
basic and diluted $ (0.007) $ (0.0095)
=============== ==============
Weighted average number
of shares outstanding,
basic and diluted 16,271,090 11,569,962
=============== ==============
2
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated Total
Common stock Additional during stock-
---------------------- paid-in Subscription development holders'
Shares Amount capital receivable stage equity
----------------------------------------------------------------------------------
Balance at
January 1, 2000 11,300,000 $ 11,300 $ 3,000 $ $ (5,100) $ 9,200
Issuance of common stock
for cash during
March 2000 1,445,090 1,445 296,100 297,545
Issuance of common stock
for cash during
April 2000 230,000 230 114,770 115,000
Issuance of common stock
for cash during
May 2000 1,918,000 1,918 670,790 672,708
Issuance of common stock
for cash during
June 2000 913,000 913 142,150 143,063
Issuance of common stock
for cash during
July 2000 465,000 465 226,337 (33,750) 193,052
Net loss for
the year ended
December 31, 2000 (319,992) (319,992)
---------- -------- ----------- --------- --------- -----------
Balance at
December 31, 2000 16,271,090 $ 16,271 $ 1,453,147 $ (33,750) $(325,092) $ 1,110,576
---------- -------- ----------- --------- --------- -----------
Net loss for the
three months ended
March 31, 2001
(Unaudited) (114,041) (114,041)
---------- -------- ----------- --------- --------- -----------
Balance at
March 31, 2001
(Unaudited) 16,271,090 $ 16,271 $ 1,453,147 $ (33,750) $(439,133) $ 996,535
========== ======== =========== ========= ========= ===========
3
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
From inception on
For the three months ended July 22, 1996 to
March 31, 2001 March 31, 2000 March 31, 2001
--------------- -------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows provided by
(used for) operating
activities:
Net loss $ (114,041) $ (110,451) $ (439,133)
Adjustments to reconcile net
income (loss) to net cash
provided by (used for)
operating activities:
Issue common stock for
services - 94,500
Depreciation 526 - 1,529
Changes in assets and liabilities:
(Increase) decrease in assets:
Other receivable (13,273) - (13,273)
Accounts payable
and accrued expenses 24,190 2,009 43,036
--------------- -------------- -----------------
Total adjustments 11,443 96,509 31,292
--------------- -------------- -----------------
Net cash provided by
operating activities (102,598) (13,942) (407,841)
--------------- -------------- -----------------
Cash flows provided by
(used for) investing
activities:
Acquisition of property
and equipment (744) - (10,772)
Note receivable - - (60,000)
Notes receivable,
related party (130,000) - (145,000)
Restricted cash - - (30,665)
--------------- -------------- -----------------
Net cash used for
investing activities (130,744) - (246,437)
--------------- -------------- -----------------
Cash flows provided by
(used for) financing
activities:
Proceeds from sale
of common stock - 297,545 1,435,668
Payments on note
payable, officer (5,000) - 5,000
--------------- -------------- -----------------
Net cash used for
financing activities (5,000) 297,545 1,440,668
--------------- -------------- -----------------
Net increase (decrease) in cash (238,342) 283,603 786,390
Cash and cash equivalents,
beginning of period 1,024,732 9,200 -
--------------- -------------- -----------------
Cash and cash equivalents,
end of period $ 786,390 $ 292,803 $ 786,390
=============== ============== =================
4
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001
(1) Summary of Significant Accounting Policies:
Interim Financial Statements:
The accompanying financial statements include all
adjustments (consisting of only normal recurring
accruals), which are, in the opinion of management,
necessary for a fair presentation of the results of
operations for the periods presented. Interim results
are not necessarily indicative of the results to be
expected for a full year. The financial statements
should be read in conjunction with the financial
statements included in the annual report of
TransAmerican Holdings, Inc. (the "Company") on Form
10-KSB for the year ended December 31, 2000.
General:
TransAmerican Holdings, Inc., formerly Health Research,
Ltd., was incorporated under the laws of the state of
Nevada on July 22, 1996, and is conducting its
operations in California.
Business Activity:
The Company has been in development stage and was
inactive until November 1999, at which time current
management became involved. On November 15, 1999, the
Company changed its name to TransAmerican Holdings,
Inc. The sole purpose of the Company at this time is
to raise capital and to locate and acquire a private
on-going business.
Use of Estimates:
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Fair Value:
Unless otherwise indicated, the fair values of all
reported assets and liabilities which represent
financial instruments, none of which are held for
trading purposes, approximate the carrying values of
such amounts.
Cash:
Equivalents
-----------
For purposes of the statement of cash flows, cash
equivalents include all highly liquid debt instruments
with original maturities of three months or less which
are not securing any corporate obligations.
Concentration
-------------
The Company maintains its cash in bank deposit accounts
which, at times, may exceed federally insured limits.
The Company has not experienced any losses in such
accounts.
5
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED MARCH 31, 2001
(1) Summary of Significant Accounting Policies, Continued:
Property and Equipment:
Property and equipment are stated at cost. Expenditures
for maintenance and repairs are charged to earnings as
incurred, whereas, additions, renewals, and betterments
are capitalized. When property and equipment are
retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the
respective accounts, and any gain or loss is included
in operations. Depreciation is computed using the
straight-line method over the estimated useful lives of
the related assets.
Comprehensive Income:
The Company does not have other comprehensive income.
Comprehensive loss consists of net loss from
operations.
Development Stage Enterprise:
The Company is a development stage company as defined
in Statement of Financial Accounting Standards No. 7,
"Accounting and Reporting by Development Stage
Enterprises." The Company is devoting substantially all
of its present efforts to establish a new business.
All losses accumulated since inception of TransAmerican
Holdings (Note 1) have been considered as part of the
Company's development stage activities.
Net Loss Per Share:
The Company has adopted Statement of Financial
Accounting Standard No. 128, Earnings per Share ("SFAS
No. 128"), which is effective for annual and interim
financial statements issued for periods ending after
December 15, 1997. Net loss per share has been
computed using the weighted average number of shares
outstanding. As of March 31, 2001, the Company had no
dilutive common stock such as stock options.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
Management's Discussion and Analysis.
Results of Operations
Three months ended March 31, 2001 as compared to March 31, 2000.
Revenues
We are a development stage company. There were no revenues
for the three months ended March 31, 2001 and March 31, 2000.
General and Administrative Expenses
Total expenses amounted to $127,113 for the quarter ended
March 31, 2001, as compared to $110,451 at March 31, 2000. The
increase in expenses resulted primarily from professional fees
incurred by the Company in the ordinary course of business and in
our review of potential acquisition candidates.
Loss from Operations
The Company incurred a loss from operations of $127,113 for
the quarter ended March 31, 2001, as compared to $110,451 at
March 31, 2000.
Net loss
The Company had a net loss of $114,041 or $(0.007) per share
for the three months ended March 31, 2001 as compared to $110,451
or $(0.0095) per share for the three months ended March 31, 2000.
Liquidity and Capital Resources
Although TransAmerican has not yet finalized the acquisition
of an on-going business, we have executed several letters of
intent and are in advanced negotiations with various domestic and
international entities. The letters of intent and negotiations
are with going businesses in varied sectors of the market. We
expect to conclude at least one of these acquisitions in the
second quarter of 2001.
Presently, TransAmerican has no earnings from operations,
and we will continue to sustain nominal losses until we acquire
an income-generating business. We have sufficient working
capital to cover our operating costs until we conclude an
acquisition of an on-going business.
Plan of Operation.
TransAmerican intends to seek and acquire assets or shares
of an entity actively engaged in a business that generates
revenues in exchange for our securities. We have identified
potential business opportunities and have entered into
discussions and signed Letters of Intent with several companies.
However, we have not yet entered into any definitive agreements
or understandings as of the date of this filing.
General Business Plan
TransAmerican's purpose is to seek and acquire an interest
in business opportunities presented to us by persons or firms who
or which desire to seek the advantages of an Issuer who has
complied with the 1934 Act. In our search for a business
opportunity, we will not restrict our selection to any specific
business, industry, or geographic region and we may participate
in a business venture of any kind or nature. This discussion of
the proposed business is purposefully general and is not meant to
restrict our unlimited discretion to search for and enter into
potential business opportunities.
Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms
seeking the benefits of an issuer who has complied with the 1934
Act. Such benefits may include facilitating or improving the
terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes) for all shareholders
and other factors.
Management believes that TransAmerican will be able to offer
owners of acquisition candidates the opportunity to acquire an
interest in an issuer who has complied with the 1934 Act without
incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunity will,
however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity,
including the costs of preparing and filing required reports on
Form 8-K, 10-QSB and 10-KSB, agreements and related reports and
documents. The 1934 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial
statements to be included within the filings relevant to
complying with the 1934 Act.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officers and
directors of the Company. Management intends to concentrate on
identifying prospective business opportunities, which may be
brought to our attention through present associations with the
Company's officers and directors, or by our shareholders. In
analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations; prospects for the future;
nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the public recognition of
acceptance of products, services, or trades; name identification;
and other relevant factors. TransAmerican management expects to
meet personally with management and key personnel of the business
opportunity as part of our investigation. To the extent
possible, we intend to utilize written reports and personal
investigation to evaluate the above factors. We will not acquire
or merge with any company for which audited financial statements
cannot be obtained within a reasonable period of time after
closing of the proposed transaction.
Acquisition of Business Opportunities
In implementing a structure for a particular business
acquisition, TransAmerican may become a party to a merger,
consolidation, reorganization, joint venture or licensing
agreement with another corporation or entity. We may also
acquire stock or assets of an existing business. Any terms of
sale of the shares presently held by officers and/or directors of
TransAmerican will be also afforded to all other shareholders of
the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of
the United States and any applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, TransAmerican may agree to register all or a part of
such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs,
of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition. The issuance of substantial additional
securities and their potential sale into a trading market which
may develop in TransAmerican's securities may have a depressive
effect on the value of our securities in the future.
As part of TransAmerican's investigation, officers and
directors of the Company will meet personally with management and
key personnel, will visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel,
and take other investigative measures as the Company's management
may deem necessary. The manner in which the Company participates
in an opportunity will depend upon the nature of the opportunity,
the respective needs and desires of the Company and other
parties, the management of the opportunity and the relative
negotiation strength of the Company and such other management.
With respect to any merger or acquisition, negotiations with
management of the target company are expected to focus on the
percentage of TransAmerican which the target company shareholders
would acquire in exchange for all of their shareholdings in the
target company depending upon, among other things, the target
company's assets and liabilities. The percentage ownership may
be subject to reduction in the event that we acquire a target
company with substantial assets. Any merger or acquisition
effected by TransAmerican is expected to have a dilutive effect
on the percentage of shares held by TransAmerican's then
shareholders.
TransAmerican will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements. Generally, such agreements will require specific
representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms
of closing and the conditions which must be satisfied by each of
the parties prior to and after such closing, will outline the
manner of bearing costs, including costs associated with the
Company's attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
As stated, we will not acquire or merge with any entity
which cannot provide independent audited financial statements
within a reasonable period of time after closing of the proposed
transaction. The Company is subject to all of the reporting
requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as
TransAmerican's audited financial statements included in our
annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance with
the requirements of the 1934 Act, or if the audited financial
statements provided do not conform to the representations made by
the candidate to be acquired in the closing documents, the
closing documents will provide that the proposed transaction
will be rescinded, at the discretion of TransAmerican. If such
transaction is rescinded, the agreement will also contain a
provision providing for the acquisition entity to reimburse
TransAmerican for all costs associated with the proposed
transaction.
To assist in the acquisition of a business opportunity, the
Company may retain outside consultants, attorneys or accountants
as we deem appropriate. We will retain the services of these
consultants, attorneys and accountants from time to time on an
"as needed" basis. At this time, there is no prior arrangement
or understanding regarding the engagement of any particular
consultant for future services.
Investment Company Act Of 1940
Although TransAmerican is subject to regulation under the
Securities Act of 1933, as amended, and the 1934 Act, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940 insofar as TransAmerican will not
be engaged in the business of investing or trading in securities.
In the event that TransAmerican engages in business combinations
which result in the Company holding passive investment interests
in a number of entities, TransAmerican could be subject to
regulation under the Investment Company Act of 1940. In such
event, TransAmerican would be required to register as an
investment company and could incur significant registration and
compliance costs. TransAmerican has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
TransAmerican to material adverse consequences. TransAmerican's
Board of Directors unanimously approved a resolution stating that
it is the Company's desire to be exempt from the Investment
Company Act of 1940 under Regulation 3a-2 thereto.
The Securities Enforcement and Penny Stock Reform Act of 1990
The Securities Enforcement and Penny Stock Reform Act of
1990 requires additional disclosure relating to the market for
penny stocks in connection with trades in any stock defined as a
penny stock. The Commission has adopted regulations that
generally define a penny stock to be any equity security that has
a market price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed
on Nasdaq and any equity security issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer
has been in continuous operation for three years, (ii) net
tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii)
average annual revenue of at least $6,000,000, if such issuer has
been in continuous operation for less than three years. Unless
an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks
associated with that market.
Forward Looking Information.
This Quarterly Report on Form 10-QSB contains forward-
looking statements within the meaning of that term in the Private
Securities Litigation Reform Act of 1955 (Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). Additional written or oral forward-looking
statements may be made by the Company from time to time in
filings with the Securities and Exchange Commission or otherwise.
Statements contained herein that are not historical facts are
forward-looking statements made pursuant to the safe harbor
provisions referenced above.
Forward-looking statements are inherently subject to risk
and uncertainties, some of which cannot be predicted or
quantified based on current expectations. Consequently, future
events and actual results could differ materially from those set
forth in, contemplated by or underlying the forward-looking
statements contained in this Annual Report. The statements, and
"Part I, Item 2, Management's Discussion and Analysis or Plan of
Operation", describe certain factors, among others, which could
contribute to or cause such differences.
Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as
of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-
looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unexpected events.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings threatened or pending, except
such ordinary routine matters which may be incidental to the
business currently being conducted by the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders in the
quarter covered by this report.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits
None.
Reports on Form 8-K
None.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
TRANSAMERICAN HOLDINGS, INC.
Date: May 14, 2001 By: /s/ Najib E. Choufani
-------------------------
Najib E. Choufani
Chairman and CEO
Date: May 14, 2001 By: /s/ Farid E. Tannous
-------------------------
Farid E. Tannous
Director