==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER
Section 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 31, 2002
==============================================================================
McKenzie Bay International, Ltd.
(Name of Small Business Issuer in its Charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
[51-0386871]
(IRS Employer Identification No.)
3362 Moraine Drive, Brighton, Michigan 48114
(Address of Principal Executive Offices/Zip Code)
(810) 220-5948
(Issuer's telephone number, including area code)
Securities outstanding as of March 31, 2002
20,762,275 Common shares $.01 Par Value
==============================================================================
TABLE OF CONTENTS PAGE
PART I -- FINANCIAL INFORMATION............................................1
ITEM 1. FINANCIAL STATEMENTS......................................F-1 - F-8
ITEM 2. PLAN OF OPERATION...............................................3-4
PART II - OTHER INFORMATION................................................5
ITEM 1. LEGAL PROCEEDINGS.................................................5
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.........................5
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................................5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............5
ITEM 5. OTHER INFORMATION.................................................5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................5
SIGNATURES.................................................................6
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TABLE OF CONTENTS FOR INTERN FINANCIAL STATEMENTS PAGE
BALANCE SHEETS as of March 31, 2002 (Unaudited).........................F-1
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
for three month periods ending March 31,2002 (Unaudited)................F-2
CONSOLIDATED STATEMENT OF LOSS for three month periods ending
March 31,2002 and March 31, 2001 and for the six month periods
ending March 31, 2002 and March 31, 2001(Unaudited)......................F-3
STATEMENT OF CASH FLOWS for three month periods ending March 31,
2002 and March 31, 2001 and for the six month period
ending March 31, 2002 and March 31, 2001(Unaudited)......................F-4
NOTES TO THE FINANCIAL STATEMENTS.................................F-5 to F-8
1
PART I ---FINANCIAL INFORMATION
Item 1. Financial Statements
MCKENZIE BAY INTERNATIONAL LTD.
SECOND QUARTER INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited See Notice to Reader)
MARCH 31, 2002
NOTICE TO READER
We have compiled the second quarter interim consolidated balance sheet of
McKenzie Bay International Ltd. as at March 31, 2002 and the interim
consolidated statements of changes in shareholders' equity, loss and cash flows
for the three months then ended from information provided by management. We
have not audited, reviewed or otherwise attempted to verify the accuracy or
completeness of such information. Readers are cautioned that these statements
may not be appropriate for their purposes.
/s/ Zaritsky Penny LLP
-------------------
Zaritsky Penny LLP
London, Ontario, Canada Chartered Accountants
July 3, 2002
F-1
MCKENZIE BAY INTERNATIONAL LTD.
SECOND QUARTER INTERIM CONSOLIDATED BALANCE SHEET
(Unaudited See Notice to Reader)
MARCH 31, 2002
(Amounts stated in US dollars)
<table>
<caption>
<s> <c> <c>
March 31, September 30,
2002 2001
ASSETS
Current:
Cash and cash equivalents $ 274,704 $ 654,186
Marketable securities (note 2) 567,263 1,767,835
Accounts receivable 176,074 84,438
Prepaid expenses and deposits 24,613 44,443
1,042,654 783,067
Investment in Vanteck (VRB) Technology Corp. (note 2) 567,263 1,767,835
Reclamation cash bond 338,685 338,685
Capital assets (note 3) 93,585 103,375
Goodwill 177,188 -
Incorporation and reorganization costs, net 44,975 49,137
$ 1,697,087 $ 3,042,099
LIABILITIES & STOCKHOLDERS' EQUITY
Current:
Accounts payable and accrued liabilities $ 1,769,191 $ 748,440
Convertible notes payable 23,055 23,055
Current portion of long-term debt 34,629 32,794
1,826,875 804,289
Long-term debt (note 4) 51,269 69,101
Government assistance (note 5) 846,584 -
Reclamation and closure liabilities 250,000 250,000
2,974,728 1,123,390
Stockholders' equity
Capital stock (note 4) -
75,000,000 common stock authorized,
at $0.001 par value
20,762,275 common stock issued and
outstanding 20,680 20,408
Paid in capital (note 4) 10,072,644 9,729,027
Accumulated deficit (11,352,493) (7,813,194)
Foreign currency translation adjustment (18,472) (17,532)
(1,277,641) 1,918,709
$ 1,697,087 $ 3,042,099
</table>
(See accompanying notes)
F-2
MCKENZIE BAY INTERNATIONAL LTD.
SECOND QUARTER INTERIM CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited See Notice to Reader)
THREE MONTHS ENDED MARCH 31, 2002
(Amounts stated in US dollars)
<table>
<caption>
<s> <c> <c> <c> <c> <c>
Foreign
currency Total
Common Paid in Accumulated translation stockholders'
shares capital Deficit adjustment equity
--------- ------------ ------------ ---------- ------------
Balance, beginning
of quarter $ 20,506 $ 9,836,410 $ (9,010,866) $ (18,156) $ 827,894
Issuance of common stock 174 236,234 - - 236,408
Net loss for the quarter (2,341,627) (2,341,627)
Change in foreign
currency translation
adjustment - - - (316) (316)
--------- ------------ ------------ ---------- ------------
Balance, end of quarter $ 20,680 $ 10,072,644 $(11,352,493) $ (18,472) $ (1,277,641)
</table>
(See accompanying notes)
F-3
MCKENZIE BAY INTERNATIONAL LTD.
SECOND QUARTER INTERIM CONSOLIDATED STATEMENT OF LOSS
(Unaudited See Notice to Reader)
THREE MONTHS ENDED MARCH 31, 2002
(Amounts stated in US dollars)
<table>
<caption>
<s> <c> <c> <c> <c>
Three months ended March 31, Six months ended March 31,
2002 2001 2002 2001
------------ ---------- ----------- -----------
Revenue $ 6,071 $ - $ 6,071 $ -
------------ ---------- ----------- -----------
Expenses:
Exploration expenditures, net
of grants received 926,825 1,389 1,734,474 18,295
Wages and benefits 149,488 93,963 283,014 166,583
General administration 109,333 36,893 214,965 89,307
Management salaries 102,059 - 178,458 -
Professional fees 81,409 25,563 103,786 27,008
Advertising, promotion and
travel 50,079 39,556 83,401 43,993
Property taxes 12,584 7,915 12,584 7,915
Amortization 7,218 90,939 14,542 184,798
Interest on long-term debt 2,237 3,221 4,669 6,445
Interest on convertible notes
payable - - - 300
1,441,232 299,439 2,629,893 544,644
------------ ---------- ----------- -----------
Loss before the following: (1,435,161) (299,439) (2,623,822) (544,644)
Write-down of assets - - (11,700) -
Write-down of investments (note 2) (758,468) - (758,468) -
Loss on sale of investments (148,144) - (148,144) -
Interest income 146 288 2,835 518
------------ ---------- ----------- -----------
Net loss for the period $ (2,341,627) $ (299,151) $(3,539,299) $ (544,126)
------------ ---------- ----------- -----------
Loss per share $(0.113) $(0.017) $(0.170) $(0.031)
Shares outstanding 20,762,275 17,685,891 20,762,275 17,685,891
</table>
(See accompanying notes)
F-4
MCKENZIE BAY INTERNATIONAL LTD.
SECOND QUARTER INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited See Notice to Reader)
THREE MONTHS ENDED MARCH 31, 2002
(Amounts stated in US dollars)
<table>
<caption>
<s> <c> <c> <c> <c>
Three months ended March 31, Six months ended March 31,
2002 2001 2002 2001
------------ ---------- ----------- -----------
Cash flows provided by (used in):
Operating activities:
Net loss for the period $(2,341,627) $(299,151) $(3,539,299) $ (544,126)
Items not affecting cash
Amortization 7,218 90,939 14,542 184,798
Write-down of assets - - 11,700 -
Write-down of marketable
securities 758,468 - 758,468 -
Loss on sale of marketable
securities 148,144 - 148,144 -
Net change in non-cash working
capital balances (note 7) 341,494 (285,968) 948,945 (335,505)
(1,086,303) (494,180) (1,657,500) (694,833)
Financing activities:
Decrease in convertible notes
payable - - - (10,600)
Proceeds from long-term debt 846,584 - 846,584 -
Payment of long-term debt (8,096) (7,284) (15,997) (14,393)
Proceeds from issuance of
common stock 236,408 907,680 348,258 1,117,680
Purchase of common stock for
treasury - - (4,369) -
1,074,896 900,396 1,174,476 1,092,687
Investing activities:
Purchase of capital assets - (38,000) (11,700) (46,910)
Purchase of goodwill (177,188) - (177,188) -
Proceeds from sale of
marketable securities 293,960 - 293,960 -
116,772 (38,000) 105,072 (46,910)
Effect of foreign currency
exchange rate changes on cash (912) (1,898) (1,530) (1,482)
Net increase in cash for the period 104,453 366,318 (379,482) 349,462
Cash (bank indebtedness), beginning
of period 170,251 (34,143) 654,186 (17,287)
Cash, end of period $ 274,704 $ 332,175 $ 274,704 $ 332,175
</table>
(See accompanying notes)
F-5
MCKENZIE BAY INTERNATIONAL LTD.
NOTES TO THE SECOND QUARTER INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited See Notice to Reader)
MARCH 31, 2002
(Amounts stated in US dollars unless indicated otherwise)
1. Basis Of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ending March 31, 2002, are not
necessarily indicative of the results that may be expected for the year ended
September 30, 2002. For further information, refer to the financial statements
and footnotes thereto included in the Company's audited financial statements for
the year ended September 30, 2001.
2. Marketable Securities
The marketable securities represents 1,138,000 common shares of Vanteck (VRB)
Technology Corp. At the end of the quarter, the securities were written down by
$758,468 to market value of $567,263.
3. Capital Assets
<table>
<caption>
<s> <c> <c> <c> <c>
Mar. 31, Sep. 30,
2002 2001
----------- -----------
Accumulated Net Book Net Book
Cost Amortization Value Value
----------- ------------ ----------- -----------
Processing equipment $ 1,735,962 $ 267,351 $ 1,468,611 $ 1,458,311
Building 175,389 8,396 166,993 166,993
Equipment under capital lease 137,435 47,435 90,000 100,000
Furniture and fixtures 6,749 1,761 4,988 3,838
Computer 3,049 1,825 1,224 730
Office equipment 542 252 290 324
----------- ------------ ----------- -----------
2,059,126 327,020 1,732,106 1,730,196
Less write-down (1,914,521) (276,000) (1,638,521) (1,626,821)
----------- ------------ ----------- -----------
$ 144,605 $ 51,020 $ 93,585 $ 103,375
</table>
4. Long-term debt
Long-term debt consists of the following:
2001
-------
Obligation under capital lease, payable in monthly
blended installments of $3,444, interest at 10%, due
July 2004 $ 85,898
Less current portion 34,629
------------------------------------------------------------------
$ 51,269
==================================================================
The company has provided equipment subject to the lease agreement above
as collateral for amounts owing.
F-6
5. Repayable Government assistance
A subsidiary, McKenzie Bay Resources, received financial assistance
from the governments of Canada and the Province of Quebec towards the
completion of a feasibility study of the Vanadium deposit at Lac Dore.
Both of these financial assistance packages have been recorded as
liabilities in these financial statements.
Province of Quebec financial assistance repayable
in scheduled payments over 4 years after the second
year of production of the mine. This assistance is
forgivable if, after 24 months following the release
of the feasibility study, a decision to begin
production is not made. $ 564,390
Government of Canada financial assistance is
repayable in scheduled payments of CDN$250,000
commencing 24 months after the completion of the
feasibility study. 282,194
------------------------------------------------------------------
$ 846,584
==================================================================
6. Capital stock
Authorized - 75,000,000 common shares, par value $0.001 per share
<table>
<caption>
<s> <c> <c> <c> <c>
Issued - ----------------------------------------------------
Common Paid in
Shares stock capital Total
----------------------------------------------------
Balance, beginning of quarter 20,588,275 $ 20,588 $ 9,985,950 $ 10,006,538
Common stock issued for cash 74,000 74 91,334 91,408
Common stock issued for services 100,000 100 144,900 145,000
----------------------------------------------------
20,762,275 20,762 10,222,184 10,242,946
Less treasury stock at cost (82,000) (82) (149,540) (149,622)
---------------------------------------------------------------------------------------
Balance, end of year 20,680,275 $ 20,680 $ 10,072,644 $ 10,093,324
=======================================================================================
</table>
7. Net change in non-cash working capital balances related to operations
The net change in non-cash working capital balances are as follows:
<table>
<caption>
<s> <c> <c> <c> <c>
-------------------------------------------------------
Three months ended March 31, Six months ended March 31,
2002 2001 2002 2001
-------------------------------------------------------
Accounts receivable $ (8,376) $ 1,404 $ (91,636) $ 1,276
Prepaid expenses 9,238 507 19,830 8,705
Accounts payable and
accrued liabilities 340,632 (287,879) 1,020,751 (345,486)
---------------------------------------------------------------------------------------
$ 341,494 $(285,968) $ 948,945 $(335,505)
=======================================================================================
</table>
F-7
8. Kelsey Lake Diamond Mine
[a] Sale of Kelsey Lake Diamond Mine
On September 11, 2000, the company undertook to re-evaluate the diamond
processing operations and adopted a formal plan to dispose of the Kelsey Lake
Diamond Mine.
On September 6, 2001, the company entered into a sale agreement whereby the
company, through its wholly owned subsidiary, GWDC, agreed to sell the Kelsey
Lake Diamond Mine.
During the quarter, the purchaser opted not to acquire the Kelsey Lake Diamond
Mine. As a result, approximately $1,170,000 of accounts payable owing to the
purchaser will be satisfied through the issuance of McKenzie common stock based
on a purchase price of 60% of the preceding 30 day average trading price as per
the agreement.
[b] Write-down of Kelsey Lake Diamond Mine Assets
Due to the contingent nature of the sale agreement referred to above and the
nature of the Kelsey Lake mine assets, management has written down the carrying
value of the assets as follows:
Carrying value of mine assets before write-down $ 1,728,521
Less write-down 1,638,521
------------------------------------------------------------------
Carrying value of mine assets after write-down $ 90,000
==================================================================
Any gains and losses resulting from the eventual sale of the mine assets will be
recognized in the period of sale.
F-8
9. Experts Conseils Dermond, Inc.
On February 12, 2002, the company entered into an agreement to purchase all the
issued and outstanding common stock of Experts Conseils Dermond Inc. (Dermond),
a Canadian corporation, which owns technology known as the Dermond Wind
Generator. As consideration for the common stock of Dermond, McKenzie paid cash
of CDN $50,000, issued 100,000 of its common stock and agreed to provide
employment contracts and royalty agreements to the existing shareholders of
Dermond.
The acquisition of Dermond was accounted for using the purchase method whereby
the results of its operations were consolidated since the date of acquisition.
The net assets acquired were:
Cash $ 347
Accounts receivable 6,105
Computer 614
Goodwill 177,188
Accounts payable and accrued liabilities (7,885)
-------
$ 176,369
==================================================================
Consideration for the purchase consisted of:
Cash $ 31,369
Issuance of common stock 145,000
-------
$ 176,369
==================================================================
2
ITEM 2. PLAN OF OPERATION
Section 21E of the Securities Exchange Act of 1934 provides a "safe harbor" for
forward-looking statements. Certain information included herein contains
statements that are forward-looking, such a statements regarding management's
expectations about future production and development activities as well as other
capital spending, financing sources and the effects of regulation. Such forward-
looking information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
herein. These risks and uncertainties include, but are not limited to, those
relating to the market price of metals, production rates, production costs, the
availability of financing, the ability to obtain and maintain all of the permits
necessary to put and keep properties in production, development and construction
activities and dependence on existing management. The Company cautions readers
not to place undue reliance on any such forward-looking statements, and such
statements speak only as of the date made.
RESULTS OF OPERATIONS
Operating revenue was $6,071 for the quarter ended March 31, 2002 compared with
none for 2001. Most Company activities have been directed toward development
activities on the Lac Dore Vanadium deposit near Chibougamau, Quebec, Canada.
Activities at the Kelsey Lake Diamond Mine were to seek a buyer for the mine.
Development costs have been incurred in connection with Lac Dore. These costs
have been incurred for preparation of a Feasibility Study to determine the
viability of constructing a mine, refinery and manufacturing facility for the
production of Vanadium oxides. Other costs were incurred at Kelsey Lake to
demonstrate the viability of mining diamonds to potential buyers. Operating
expenses totaled $1,441,232 for the quarter ended March 31, 2002 compared with
$299,439 for 2001. The Company reported a net loss of $2,341,627 for the quarter
compared with a net loss of $299,151 for 2001.
RECENT DEVELOPMENTS
Lac Dore
On January 23, 2002, the Company announced that it had received information from
Feasibility Study progress report #8 from SNC Lavalin Inc describing the
progress of the Lac Dore-Vanadium Feasibility Study for the period November 28,
2001 to December 26, 2001. The Study is on budget, 68% complete, and scheduled
for completion in April of 2002. Operating cost estimates for the recovery
process were revised and used to run a mining optimization program (whittle).
Due to better efficiency of the new refinery process, production estimates of
V2O5 equivalent was increased from 21.5 to 25.4 million pounds per year.
Equivalent production of battery electrolyte has been projected at 63 million
litres per year.
3
Dermond Inc.
On February 4, 2002, the Company announced that it had begun the marketing of
Electricity Management Systems "EMS". EMS represent a customized comprehensive
solution specifically engineered to provide lower cost, high quality,
environmentally conscious, continuous electricity solutions for In-Line and Off-
Grid suppliers and users. McKenzie Bay developed EMS to address electricity
storage, cost and quality problems facing Off-Grid users, such as remote
locations and island communities, alternative energy producers and business
applications. Thousands of Off-Grid users worldwide represent a potential multi-
billion dollar market for EMS.
On February 12, 2002, the Company announced that it had completed the purchase
of Dermond inc, a Quebec company developing a Vertical Axis Wind Turbine
technology. Dermond is the first acquisition made by MKBY as part of its
Electricity Management Systems "EMS" strategy. (refer to Exhibit 10.1 and
Exhibit 99.08 - Financial Statement for Dermond, Inc.)
On March 18, 2002, the Company announced that its wholly owned subsidiary,
Dermond inc, has applied for six patent improvements for Vertical Axis Wind
Turbine "VAWT" technology. The improvements will enhance optimization of VAWT
potential for high efficiency performance in electricity generation and
facilitate transportation and erection for remote application. Dermond Wind
Turbines "DWT" will be manufactured and erected more economically and
efficiently than any other type of Wind Generator. DWT provide cost and
operating advantages over competition, enhancing the potential for future
profits. Dermond improvements are as follows:
Wind Turbine - 2 patents
One applied for patent includes a new concept that makes the Wind Turbine
lighter and the second is a direct application of the new concept. In the new
concept, DWT blades are designed to adopt a true troposkein shape at targeted
speed. The aim of the patented technology is to minimize constraints into the
blades while the Turbine is rotating. Wind Turbines of this concept are lighter
and easier to fabricate.
Generator and gearbox - 2 patents
Each of these applied for patents relate to applications. Both are designed to
reduce mechanical losses in geared transmission between the Wind Turbine and the
generator. Reduced mechanical loss translates to increased electrical output
and increased revenues from the Wind Turbine.
Self-Erecting - 2 Patents
One applied for patent introduces a new concept that will make the Wind Turbine
easier to erect in locations where there is little or no lifting equipment
available. The second is a direct application of this new concept. In the new
concept, the drive train is plant assembled into a telescopic structure prior to
shipment. At the installation site, the structure is erected and raised to its
final position utilizing incorporated lifting devices. Most of the work is
performed in an assembly plant reducing site erection time while improving the
overall quality of work at reduced cost.
4
SEC Filing
On March 13, 2002, the Company filed Form 10 with the USA Securities Exchange
Commission on March 13, 2002 seeking approval to become a fully reporting
Company and qualify for listing on an USA stock exchange.
LIQUIDITITY AND CAPITAL RESOURCES
As of March 31, 2002, the Company had $274,704 in cash. A significant portion of
the working capital is allocated to the Lac Dore Feasibility Study and
activities at Kelsey Lake to expedite a sale of Kelsey Lake.
The ability of the Company to satisfy the cash requirements of its operations
will be dependent upon future financing. The Company anticipates that additional
financing will be obtained, although no assurance can be made that funds will be
available on terms acceptable to the Company.
INVESTING AND FINANCE ACTIVITIES
The Company is investigating potential financing sources and is in discussions
with potential strategic partners for various segments of Company activities.
OUTLOOK
The Company will need to issue an unknown number of Common Shares of McKenzie
Bay International Ltd to raise additional financing to fund its operations.
5
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None to report
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The following is a summary of sales of unregistered securities for the quarter
ended March 31, 2002. All securities were issued as restricted common shares,
which are subject to Rule 144 of the Securities and Exchange Commission.
Generally,Rule 144 requires shareholders to hold the shares for a minimum of one
year before sale. In addition, officers, directors and more than 10%
shareholders arefurther restricted in their ability to sell such shares. There
have been no underwriters of these securities and no commissions or underwriting
discounts have been paid.
Shares Value
Issued Received
Quarter ended March 31, 2002
Private placement for cash 74,000 $ 91,408
Issued for services and acquisitions 100,000 $145,000
-------- --------
Total for quarter ended March 31, 2002 174,000 $236,408
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None to report
ITEM 5. OTHER INFORMATION
None to report
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K(a)
No reports were filed on Form 8-K during the three month period ended March 31,
2002.
EXHIBIT INDEX
- ---------------
NUMBER DESCRIPTION
10.1 MERGER AGREEMENT - Dermond Expert Consultants, Inc
10.2 EMPLOYMENT AGREEMENT - Jacquelin Dery
10.3 EMPLOYMENT AGREEMENT - Laurent Mondou
23.1 ACCOUNTANTS' CONSENT - McKenzie Bay International, Ltd.
23.2 ACCOUNTANTS' CONSENT - Dermond Expert Consultants, Inc
99.01 PRESS RELEASE - January 23, 2002
99.02 PRESS RELEASE - Feb 4, 2002
99.03 PRESS RELEASE - Feb.13,2002
99.04 PRESS RELEASE - Feb 19, 2002
99.05 PRESS RELEASE - March 13, 2002
99.06 PRESS RELEASE - March 18, 2002
99.07 FINANCIAL STATEMENT - Dermond Expert Consultants, Inc
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
McKENZIE BAY INTERNATIONAL, LTD.
Date: July 26, 2002 By: /s/ Gary L. Westerholm
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Date: July 26, 2002 By: /s/ Gregory N. Bakeman
Chief Financial Officer and Director
(Principal, Financial and Accounting
Officer)