SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended February 28, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-24506
Delta-Omega Technologies, Inc.
(Exact name of small business issuer as specified in its Charter)
Colorado 84-1100774
(State of Incorporation) (I.R.S. Employer Identification Number)
119 Ida Road, Broussard, Louisiana 70518
(Address of principal executive offices) (Zip Code)
(337) 837-3011
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Securities 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........
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:...15,952,495 shares of common
stock as of March 31, 2000
This document is comprised of 17 pages
Delta-Omega Technologies, Inc.
Index to Quarterly Report
Part I
Financial Statements
Item 1. Financial Statements Page
----
Consolidated Balance Sheet as of February 29, 2000. . . . . . . . 2
Consolidated Statements of Operations, three and six months
ended February 29, 2000 and February 28, 1999 . . . . . . 3
Statements of Cash Flows, six months ended
February 29, 2000 and February 28, 1999. . . . . . . . . 4
Notes to consolidated financial statements . . . . . . . . . . . . 5
Item 2. Management's discussion and analysis of financial condition
and results of operations . . . . . . . . . . . . . . . . 11
Part II
Other Information
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . 16
- -Item 6. Exhibits And Reports on Form 8-K . . . . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Part I. Item 1. Financial Statements
--------------------
Delta-Omega Technologies, Inc.
Consolidated Balance Sheet
(Unaudited)
ASSETS
------
February 29,
2000
-----------
Current Assets
Accounts and notes receivable
Trade, net of allowance for losses 83,295
Accounts receivable-factored 138,223
Other 15,573
Inventories 209,405
Prepaid expenses 9,248
------------
Total current assets 455,744
Property and equipment, net of accumulated depreciation 203,333
Intangible assets, net of accumulated amortization 95,424
Other assets 12,106
------------
Total assets $ 766,607
============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Bank overdraft 1,406
Accounts payable 373,130
Customer prepayments 50,046
Note payable-board of director loans 394,000
Current maturities of long-term debt and leases 35,645
Advance from factor 110,579
Other current and accrued liabilities 42,298
------------
Total current liabilities 1,007,104
Long-term debt and leases, net of current maturities 222,475
Shareholders' equity:
Convertible, 7 percent cumulative, non-participating preferred
stock, $.001 par value, shares authorized, 40,000,000; issued
and outstanding 1,335,000 series B, 2,396,667 series C 3,732
Common stock, $.001 par value, shares authorized,
100,000,000; issued and outstanding 15,952,495 15,952
Additional paid-in capital 11,817,565
Retained deficit (12,300,221)
------------
Total shareholders' equity (462,972)
------------
Total liabilities and shareholders' equity $ 766,607
============
See accompanying notes to consolidated financial statements.
2
Delta-Omega Technologies, Inc.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
February 29 February 29
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net sales and gross revenues
Net product sales $ 334,599 $ 317,307 $ 601,222 $ 616,861
Cost of sales and revenues 229,221 208,260 431,283 414,772
------------ ------------ ------------ ------------
Gross profit 105,378 109,047 169,939 202,089
Cost and expenses
Selling, general and administrative 223,931 186,349 424,385 373,427
Research and development 29,276 54,007 57,035 112,666
------------ ------------ ------------ ------------
Operating Loss (147,829) (131,309) (311,481) (284,004)
Other operating income, net 16,366 1,029 32,961 13,838
Interest expense (42,787) (2,903) (89,531) (4,834)
------------ ------------ ------------ ------------
Net loss available to common
shareholders $ (174,250) $ (133,183) $ (368,051) $ (275,000)
============ ============ ============ ============
Weighted average shares outstanding 15,929,711 14,996,589 15,924,015 14,996,589
============ ============ ============ ============
Net loss per common share $ (.01) $ (.01) $ (.02) $ (.02)
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
3
Delta-Omega Technologies, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
February 29,
2000 1999
--------- ---------
Net cash used in operating activities $(168,993) $(302,792)
Cash flows from investing activities:
Property acquisitions (36,265) 0
Proceeds from sale of property and equipment 700 15,750
Patent costs 0 (2,023)
--------- ---------
Net cash flows used in investing activities (35,565) 13,727
Cash flows from financing activities:
Principal payments on long-term debt and
capital leases (15,142) (10,825)
Re payments on borrowings (20,000) (25,000)
Proceeds from factoring (19,220) 0
Proceeds from borrowing 252,656 207,202
--------- ---------
Net cash flows provided by (used in)
financing activities 198,294 171,377
Net increase (decrease) in cash and equivalents (6,264) (117,688)
Cash and equivalents, beginning of period 4,858 150,674
--------- ---------
Cash and equivalents, end of period $ (1,406) $ 32,986
========= =========
See accompanying notes to consolidated financial statements.
4
Delta-Omega Technologies, Inc.
Notes to Consolidated Financial Statements
February 29, 2000
Note A: Basis of presentation
- -----------------------------
The financial statements presented herein include the accounts of
Delta-Omega Technologies, Inc. and Delta-Omega Technologies, Ltd.
Intercompany balances and transactions have been eliminated in
consolidation.
The financial statements presented herein have been prepared by the Company
in accordance with the accounting policies in its annual 10-KSB report for
the year ended August 31, 1999 and should be read in conjunction with the
notes thereto. Results of operations for the interim periods are not
necessarily indicative of results of operations which will be realized for
the fiscal year ending August 31, 2000.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary for a fair presentation of
operating results for the interim periods presented have been made.
Interim financial data presented herein are unaudited.
Since the Company commenced operations, it has incurred recurring losses
and negative cash flows from operations. The Company does not have
sufficient working capital available as of February 29, 2000, to maintain
operations at their current levels. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon obtaining
additional capital investments or generation of adequate sales revenue and
profitability from operations.
The Company is in the process of raising additional capital with a Private
Placement Memorandum offered solely to accredited and sophisticated
investors. Approximately 3,500,000 shares of the Company's common stock are
being offered at a price of $.16 per share. The Company anticipates closing
the Private Placement Memorandum during the month of April 2000 with the
net proceeds to the Company expected to be approximately $500,000.
For immediate capital requirements, the Company negotiates loans from board
of director members and major shareholders until sufficient funds are
generated from operations or the financial instruments discussed above are
completed.
Note B: Related party transactions
- ----------------------------------
During fiscal year 1999, the Company negotiated nine (9) promissory notes
totaling $270,000 with related parties, of which $225,000 were with members
of the board of directors, in order to maintain its current level of
operations. Each promissory note bears an interest rate of 8.25% per annum.
These notes are short-term and were due during the fiscal year 1999.
Extensions were negotiated on these notes which are included as current
liabilities in the balance sheet.
As part of the loans, the Company also issued the note holders warrants to
purchase one share of the Company's common stock for each dollar loan at an
average purchase of $.25 per share.
During the first quarter of Fiscal 2000, the Company negotiated a thirty
(30) day short term promissory note totaling $15,000 with a member of the
board of directors. The note bears an interest rate of 9.25% per annum and
is included as a current liability in the balance sheet. This promissory
note was paid in full plus interest at the beginning of the second quarter
of Fiscal 2000.
During the current quarter, the Company negotiated three additional thirty
(30) day short term promissory notes totaling $150,000 with related
parties. Each note bears an interest rate of 8.25% per annum. Any amount of
principal and interest not paid when the notes are due shall accrue
interest at the rate of 12 percent per annum until paid. The notes are due
on or before April 30, 2000 and are included in the current liability
section of the balance sheet. Attached to each promissory note is a warrant
agreement granting the holder warrants to purchase 50,000 shares of common
stock at an exercise price of $.15 per share.
Related party notes totaled $394,000 as of February 29, 2000.
The Company expects to repay these loans with funds generated from
continuing operations or proceeds from the sale of common stock previously
authorized by the board of directors; however these directors may elect to
convert the debt into equity.
Note C: Accounts and notes receivable
- -------------------------------------
In February 1999, the Company entered into a factoring agreement with Texas
Capital Funding, Inc. ("TCF"). The Company agreed to sell, assign,
transfer, convey and deliver submitted accounts receivable with recourse to
TCF and TCF agreed to purchase and accept delivery from the Company. TCF
agreed to transfer funds to the Company equal to 80% of the invoice amount
submitted. The remaining 20% is retained by TCF until the submitted
invoices are collected in full. Fees for the service rendered by TCF are
6
based upon the collection period of each submitted invoice. Based upon the
collection of submitted accounts receivable, fees incurred averaged between
3% and 20% of the invoiced amount with an average of 5% as of February 29,
2000. Fees incurred are classified as interest expense and reflected in the
consolidated statements of operations. Interest expense related to the
factoring of accounts receivable for the current fiscal quarter totaled
$25,523. Repayment of any advances is guaranteed by two (2) members of the
Company's board of directors.
Accounts and Notes Receivable at the end of February 29, 2000 consists of
the following:
Accounts Receivable, Trade $ 93,295
Accounts Receivable, Factored 138,223
Allowance for Doubtful Accounts (10,000)
---------
Total $ 221,518
=========
Note D: Shareholders' Equity
- ----------------------------
During the current quarter, the board of directors authorized the issuance
of 20,558 shares of common stock at a price of $.46 per share and 13,618
shares of common stock at a price of $.24 per share. The common stock was
issued to Wellesley Capital Group, Inc. as remuneration for expenses
incurred during fund raising efforts for the period January 1998 through
September 1999.
In December 2000, the Company issued three (3) warrant agreements granting
the holder warrants to purchase 50,000 shares of common stock at an
exercise price of $.15 per share. The warrants are attached to promissory
notes negotiated by the Company with major shareholders. Each warrant
agreement grants the holder the option to purchase one (1) share of common
stock for every dollar loaned to the Company.
Note E: Disclosures about Reportable Segments
- ---------------------------------------------
Delta-Omega Technologies, Ltd. has four reportable segments: solvents and
cleaners, firefighting and spill response, oilfield and SafeScience. The
solvents and cleaners division produce products to serve the aviation
market and institutional and industrial markets. The firefighting and spill
response division produce U.L. listed fire foam products that are
non-toxic, non-hazardous and non-reportable. The oilfield division produces
products that cater to the needs of the oil and gas industry. The
SafeScience line of products serves the consumer with products that are
defined exclusively for safety-for human health and the environment.
7
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Delta-Omega Technologies
evaluates performance base on profit or loss from operations before income
taxes and interest expense not including nonrecurring gains and losses.
Delta-Omega Technologies' reportable segments are business units that offer
different products. Each reportable segment is allocated a percentage of
administrative costs not attributable to a particular segment according to
the percentage of gallons sold by the segment. The reportable segments are
managed separately because each business unit requires different technology
and marketing strategies.
Delta-Omega Technologies, Inc.
Disclosure of Reported Segment Profit or Loss, and Segmented Assets
Six Month Period Ended February 29, 2000
Solvents & Firefighting & Oilfield SafeScience *All
Cleaners Spill Response Other
Revenues from external
Customers $ 163,925 $ 182,311 $ 94,343 $ 160,763 $ --
Intersegment revenues -- -- -- -- --
Interest & Royalty Rev -- -- -- 32,141 --
Interest expense -- -- -- -- 89,531
Depreciation and
Amortization 9,977 11,455 5,912 9,607 11,497
Segment Profit (68,090) (78,177) (40,349) (65,568) (59,297)
Segment Assets -- -- -- -- 765,202
Expenditures for segment
Assets -- -- -- -- 36,265
8
Delta-Omega Technologies, Inc.
Disclosure of Reported Segment Profit or Loss, and Segmented Assets
Six Month Period Ended February 28, 1999
Solvents & Firefighting & Oilfield SafeScience *All
Cleaners Spill Response Other
Revenues from external
Customers $ 259,457 $ 179,796 $ 157,407 $ 20,706 --
Intersegment revenues -- -- -- -- --
Interest & Royalty Rev -- -- -- 12,809 1,029
Interest expense -- -- -- -- 1,931
Depreciation and
Amortization 14,978 10,342 9,272 1,071 18,427
Segment Profit (71,962) (49,688) (44,548) (5,140) (112,666)
Segment Assets -- -- -- -- 787,592
Expenditures for segment
Assets -- -- -- -- --
Delta-Omega Technologies, Inc.
Reconciliations of Reportable Segment Revenues
Profit or Loss, and Assets
February 29, February 28,
2000 1999
---- ----
Revenues
- --------
Total revenues for reportable segments $ 601,342 $ 616,861
========= =========
Profit or Loss
- --------------
Total profit or loss for reportable segments ($252,184) ($171,338)
Other profit or loss (58,477) (112,666)
--------- ---------
Income before income taxes and extraordinary items ($310,661) ($284,004)
========= =========
Assets
- ------
Other assets $ 765,202 $ 787,592
Total assets for reportable segments -- --
--------- ---------
Consolidated total $ 765,202 $ 787,592
========= =========
Other significant Items
- -----------------------
Research and Development Expenses $ 58,477 $ 112,666
Depreciation Expense-R&D Equipment 11,497 18,427
9
*Research and Development expenses not directly accounted for in the totals of a
specific reporting segment is included in the classification "All Other" for the
six month period ended February 29, 2000 and February 28, 1999.
Delta-Omega Technologies, Inc. - Disclosures of Geographic Information and Major
Customers
- --------------------------------------------------------------------------------
Products sales for each reportable segment are concentrated in the continental
United States. Revenues from one customer of the Company's SafeScience
reportable segment represents twenty-seven percent (27%) and revenues from one
customer of the solvents and cleaners reportable segment represents
approximately twenty-two (22%) percent of the Company's total consolidated
revenues for the six month period ended February 28, 1999.
10
Item 2. Management's discussion and analysis of financial condition and results
of operations
This Quarterly Report on Form 10-QSB includes certain statements that may
be deemed to be "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included in this Form 10-QSB that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future, including such matters as
future capital, research and development expenditures (including the amount
and nature thereof), repayment of debt, business strategies, expansion and
growth to the Company's operations and other such matters are
forward-looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the
circumstances. Such statements are subject to a number of assumptions,
risks and uncertainties, including general economic and business
opportunities (or lack thereof) that may be presented to and pursued by the
Company, changes in laws or regulations and other factors, many of which
are beyond the control of the Company. Readers are cautioned that any such
statements are not guarantees of future performance and that actual results
or developments may differ materially from those projected in the
forward-looking statements.
RESULTS OF OPERATIONS
---------------------
Net sales for the second quarter of Fiscal 2000 increased $17,292 or
5% when compared to the same quarter in the prior year. The increase in net
sales was attributable to sales generated by the SafeScience division.
Net sales for the six month period decreased $15,639 or 3% when
compared to the same period in the prior year. During this period, sales
from the solvent replacement division decreased $95,532 or 37% due to the
expiration of the Air Force contract in June 1999 that supplied an aircraft
cleaning compound. Oilfield product sales also decreased $63,064 or 40% due
to the expiration in fiscal 1999 of a private labeling contract to furnish
oilfield degreasers. Sales generated from the Company's consumer and
industrial and institutional line of products to SafeScience increased from
$20,706 to $160,763 which offset a majority of the decrease in the solvent
replacement division and oilfield products division.
11
Cost of sales for the current quarter ended increased $20,961 or 10%
when compared to the same period in Fiscal 1999. As percentage of sales,
cost of sales remained relatively constant from 66% to 68%.
The increase in cost of sales was attributable to the increase in net
sales during the current quarter. Management expects as sales continue to
increase, cost of sales as a percentage of sales will decrease as the
estimated plant capacity is reached.
On a year to date basis, cost of sales increased $16,511 or 4%. As a
percentage of sales year-to-date, cost of sales increased from 67% to 72%.
Operating expenses for the second quarter of Fiscal 2000 increased
$12,851 or 5% when compared to the same quarter of Fiscal 1999. The
increase was due primarily to the costs incurred for year 2000 compliance.
For the six months ended, operating expenses decreased $4,673 or 1%. The
decrease was due to the decrease in research and development expenses
associated with the project located in Colombia.
Net other operating income for the second quarter was $16,366, an
increase of $15,337 when compared with the same period in the prior year.
In comparing the two six month periods, net other operating income
increased by $19,123, from $13,838 to $32,961. Net other operating income
for the current period and six month period ended of fiscal 2000 consists
of royalty income generated from the Company's consumer line of products
produced for SafeScience.
Interest expense was $42,787 for the current quarter as compared to
$2,903 for the same period in the prior year. For the six month period
ended, interest expense increased from $4,834 to $89,531. This increase is
due to the fees incurred by the factoring of accounts receivable and
interest accrued on promissory notes negotiated with members of the board
of directors, major shareholders and SafeScience, Inc.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company considers cash and cash equivalents as its principal measure of
liquidity. At February 29, 2000, the Company had an overdraft cash balance
of $1,406. The Company's primary cash requirements are for operating
expenses, particularly Research and Development expenses, raw material
purchases and capital expenditures. Since the Company commenced operations,
it has incurred recurring losses and negative cash flows from operations.
The Company does not have sufficient working capital available as of
February 29, 2000, to maintain operations at their current levels. These
factors raise substantial doubt about the Company's ability to continue as
12
a going concern. The Company's ability to continue as a going concern is
dependent upon obtaining additional capital investments or generation of
adequate sales revenue and profitability from operations.
The Company is in the process of raising additional capital with a Private
Placement Memorandum offered solely to accredited and sophisticated
investors. Approximately 3,500,000 shares of the Company's common stock are
being offered at a price of $.16 per share. The Company anticipates closing
the Private Placement Memorandum during the month of April 2000 with the
net proceeds to the Company expected to be approximately $500,000.
The Company also has the option to sell 1 million common shares at an
undetermined price per share. These shares are remaining from 2 million
shares authorized for sale to accredited and sophisticated investors by the
Company's board of directors in January 1998.
For immediate capital requirements, the Company negotiated loans from board
of director members and major shareholders in order to maintain its current
level of operations. The Company negotiated nine (9) promissory notes
totaling $270,000 during fiscal year 1999, one (1) promissory note totaling
$15,000 during the first quarter of fiscal 2000 and three (3) promissory
notes totaling $150,000 during the current quarter. The promissory notes
were negotiated with members of the board of directors and major
shareholders. The promissory notes are short term and bear interest rates
ranging from 8.25% - 9.25% per annum. In June 1999, the Company negotiated
a $150,000 loan agreement with SafeScience, Inc. (SFAS) in order to comply
with demands specified in the supply and distribution agreement between
SAFS and the Company. The note bears interest at a rate of 8.25% per annum
on the outstanding principal amount of the note, and the interest shall be
payable quarterly.
The Company has been contracted to furnish products to SafeScience, Inc.,
that has entered the I&I and household goods markets. During the six months
ended February 29, 2000, revenues of approximately $160,000 have been
generated by sales to SafeScience. The Company anticipates a steady
increase in the amount of revenues generated by this contract as
SafeScience, Inc. enters the industrial market in a focused manner, while
continuing to develop and expand existing consumer product distribution
accounts.
On September 1, 1999, the Company and SafeScience entered into an exclusive
License Agreement concerning retail sales of certain proprietary
formulations developed by the Company and produced exclusively for
13
SafeScience. Terms of the License Agreement provide for SafeScience to
provide confidential access to these formulations to third party
manufacturers for the purpose of manufacturing large volumes of finished
goods for resale. This arrangement allows SafeScience to outsource much
greater product blending capacities than the Company can provide with its
existing facilities. A provision of the License Agreement grants a royalty
to the Company based upon net sales of SafeScience products. In the current
quarter, royalties totaling approximately $17,112 have been accrued and
this total is included as other operating income in the consolidated
statement of operations.
The Company recently introduced a line of products to serve the needs of
the oil, gas exploration and production industries. This line of products
includes degreasers, paraffin cutters, downhole tubing and casing cleaners
and marine transportation storage vessel cleaning compounds. The
multi-functional properties of these products allow the customer greater
flexibility by reducing cleaning time, minimizing storage requirements,
enhancing worker safety and lessening environmental liabilities. The
Company furnishes specialized cleaning and treatment chemicals to
Environmental Concepts, Inc. (E.C.I.), a company that provides cleaning
equipment, products and services to the oil and gas industry. Sales of the
Company's products totaling approximately $100,000 have been made to
E.C.I., with increasing volumes anticipated when E.C.I. begins full service
cleaning, which is scheduled to begin in the next quarter.
The Company's attainment of six (6) UL listings for its fire foam products
gives the Company an opportunity to gain a significant market share in the
municipal fire sector and airport fire fighting markets. The Company also
developed a Class "A" foam used for extinguishing wildland and structural
fires. The Company plans to obtain approval for use in the forestry service
market. Sales of the firefighting foams are expected to increase over the
next quarter as the Company markets emergency response to the municipal and
petroleum sectors.
During the last three years, the Company developed a unique technology for
recovering barite and oil from spent drilling mud. The Company, working on
location in Colombia with M-I Overseas Limited, successfully completed the
first phase of its oil based mud processing application. "Base Fluid
Destruction" (BFD) is a version of MRP, a proprietary process for
recovering barite and oil from spent drilling muds. BFD was demonstrated
for a major oil exploration and production company. Based upon the success
of this application, the Company was requested to expand its process to
include the treatment of the water/solids phase that remains after initial
processing. No estimate of revenues is possible at this stage of
development because the results of this technology have yet to be
commercially explored.
14
Management believes that the sources of funds and anticipated increases in
sales volume discussed above will enable the Company to sustain its current
operations and meet its short term obligations in fiscal 2000. As sales
volumes of the Company's fire foam product line and industrial chemicals
increase, the Company expects cash flow from operations in fiscal 2000 to
improve, although no assurances can be made.
The Company has no unused credit facilities at this time.
15
Part II
Other Information
Part II. Item 2. Changes in Securities
Warrants to purchase 150,000 shares of the Company's common stock
were issued to major shareholders in accordance with the terms of
promissory notes negotiated. The exercise price of each warrant
is $.16 per share.
The Company issued Wellesley Capital Group, Inc. 20,558 shares of
common stock at a price of $.46 per share and 13,618 shares of
common stock at a price of $.24 per share as remuneration for
expenses incurred during the current quarter.
Item 6. Exhibits And Reports On Form 8-K
a) Exhibits
Exhibit Description Location
No. ----------- --------
---
27 Financial Data Filed herewith
Schedule
16
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months and six months ended February
29, 2000 and February 28, 1999 have been included.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Delta-Omega Technologies, Inc.
(Registrant)
/s/ James V. Janes, III
-----------------------
James V. Janes III
President
(Principal Officer)
/s/ Marian A. Bourque
---------------------
Marian A. Bourque
Chief Accounting Officer
Date: April 13, 2000
17