U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
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 NUMBER: 0-9071
E.T. CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 74-2026624
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
27127 Calle Arroyo, Suite 1923, San Juan Capistrano, California 92675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (877) 613-3131
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes X No .
As of June 30, 2003, the Registrant had 43,514,228 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF JUNE 30, 2003 3
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2003 4
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2003 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. PLAN OF OPERATION 7
ITEM 3. CONTROLS AND PROCEDURES 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
E.T. CORPORATION
BALANCE SHEET
JUNE 30, 2003
(Unaudited)
ASSETS
Current Assets:
Cash $ 31,114
Total Current Assets 31,114
Fixed Assets
Equipment 534,886
Less Accumulated Depreciation (534,886)
Net Fixed Assets 0
Other Assets
Rights' Title, Net of Amortization 0
Product Development Expenditures 0
Total Other Assets 0
Total Assets 31,114
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable 8,250
Long-Term Liabilities
Debenture Payable, Bearer 397,926
Shareholders' Equity (Deficit):
Common Stock , $0.001 Par Value
190,000,000 Shares Authorized,
43,514,228 Issued and Outstanding 4,863,904
Preferred Shares, $0.001 Par Value
10,000,000 Authorized, None Issued 0
Paid-In-Capital (in excess of par value) 24,627,619
Accumulated Deficit (29,866,585)
Shareholders' Equity (Deficit) (375,062)
Total Liabilities & Shareholders' Equity (Deficit) 31,114
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
Revenue $ 0 $ 0 $ 0 $ 0
General and Administrative Expenses:
Transfer Agent Fees 0 0 0 5,600
Professional Fees 0 10,588 7,500 37,088
Auto Expenses 3,000 3,000 9,000 9,000
Consulting Fees 65,000 0 148,400 27,175
Rent Expense 12,600 12,600 37,800 37,800
Telephone Expense 9,000 9,000 27,000 27,000
Travel and Promotions 45,000 45,000 135,000 135,000
Amortization Expense 104,167 0 312,501 0
Management Fees 125,000 75,000 225,000 225,000
Total General and
Administrative Expenses 363,767 155,188 902,201 503,663
Other (Income) Expenses
Interest Expense 5,518 9,484 18,391 37,062
Total Other (Income) Expenses 5,518 9,484 18,391 37,062
Net Income (Loss) (369,285) (164,672) (920,592) (540,725)
Basic and Diluted Earnings Per Share (0.01) (0.00) (0.09) (0.01)
Weighted Average Shares Outstanding 29,363,310* 43,514,228 10,459,549* 42,995,744
* Shares adjusted for 1 for 50 reverse split
As of April 12, 2002
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30, 2002 June 30, 2003
Cash Flows From Operating Activities:
Net Loss for the period $ (920,592) $ (540,725)
Increase (Decrease) in accounts payable 7,500 3,524
Amortization 312,501 0
Net cash used by operations (600,591) (537,201)
Cash Flows From Investing Activities: 0 0
Cash Flows From Financing Activities:
Increase (decrease) in debenture payable (27,809) 41,140
Issuance of common stock 628,400 527,175
Net Cash Flows From Financing Activities 600,591 568,315
Net Increase (Decrease) in Cash 0 31,114
Beginning Cash Balance 0 0
Ending Cash Balance 0 31,114
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 B BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with U.S. Securities and Exchange Commission ("SEC") requirements for
interim financial statements. Therefore, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. The
financial statements should be read in conjunction with the year ended
September 30, 2002 financial statements of E.T. Corporation
("Registrant") included in the Form 10-KSB filed with the SEC by the
Registrant.
The results of operations for the interim periods shown in this report
are not necessarily indicative of results to be expected for the full
year. In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations
for the interim periods a fair statement of such operation. All such
adjustments are of a normal recurring nature.
NOTE 2 B RELATED PARTY TRANSACTIONS NOTE 2 O RELATED PARTY
TRANSACTIONS NOTE 2
Due to related parties at June 30, 2003 consist of the following:
Advances payable to an entity controlled by an
officer and shareholder of the Registrant represent
advances, secured with floating debenture and due on demand $397,926
Total due to related parties $397,926
ITEM 2. PLAN OF OPERATION.
The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.
Twelve-Month Plan of Operation.
The Registrant is continuing to expand its entry into "not-for-
profit" fund raising using "1-900" "pay-per-call" telephone numbers as
outlined in the Registrant=s business plan in its Form 10-KSB. In
this regard, President Bush signed into law on March 27, 2002 a new
campaign finance reform law, the broadest overhaul of U.S. campaign
finance laws in a quarter century. The main focus of the new law,
which went into effect on November 6, 2002 (the day after the fall
election), is to ban the hundreds of millions of dollars that
corporations, unions and individuals give the national parties in
unregulated "soft money." It also doubles to $2,000 what an
individual can contribute during one campaign in regulated "hard
money" and prohibits the use of soft money in the final days of
elections for broadcast of "issue ads" that name a candidate, often to
attack him.
With campaign finance reform a central issue in this country, the
Registrant is negotiating agreements for the use of the Registrant's
two political "1-900" fund raising numbers: 1-900-DEMOCRAT and 1-900-
REPUBLICAN. These telephone numbers could raise hundreds of millions
of dollars for both the Democratic and Republican parties. To assist
in the development process, the Registrant has retained the services
of consultants to attempt to procure a contract with the Democratic
National Committee for the exclusive use by it of the "pay-per-call"
telephone number 1-900-DEMOCRAT.
To develop cash flow from the "1-900" concept, the Registrant
will continue to rely on JRM Financial Services Inc. to finance the
Registrant's ongoing overhead under the terms of the bearer debenture
it holds until fund raising contracts have been signed (see notes to
audited financial statement contained in the September 30, 2001 Form
10-KSB). The Registrant has sufficient cash funds available to
maintain operations for the next twelve months.
The Registrant=s Internet Meta Crawler, "eSearchB2B.com." and
internet timeshare web site Atimeshareunitsales.com@ were spun off to
the shareholders of the Corporation into separate Corporations
effective August 30, 2002 and these corporations intend to apply for
the listing of their shares on the Over the Counter Bulletin Board
(OTC BB). Shareholders of record August 30, 2002 received one share
of each corporation for each share of E.T. Corporation held as of that date.
The Registrant continues in its efforts to finance the Paraguayan
hydrocarbon concessions. During early 2002, the world price of oil
and gas has led to an increase in interest in hydrocarbon exploration
and development. Activity in this field has historically been
cyclical and the Registrant considers that this has already been taken
into account.
Capital Expenditures.
There were no material capital expenditures during the quarter
ended June 30, 2003.
Risk Factors Connected with Plan of Operation.
(a) Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.
The Registrant has only had limited prior operations and has
embarked on a new business direction within the past few years, which
has not generated any revenue for the Registrant. Thus, the
Registrant is subject to all the risks inherent in the creation of a
new business. The likelihood of the success of the Registrant must be
considered in the light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with
the expansion of a business and the competitive environment in which
the Registrant operates. Unanticipated delays, expenses and other
problems such as setbacks in product development, and market
acceptance are frequently encountered in connection with the expansion
of a business.
Consequently, there is only a limited operating history upon
which to base an assumption that the Registrant will be able to
achieve its business plans. In addition, the Registrant has only
limited assets. As a result, there can be no assurance that the
Registrant will generate significant revenues in the future; and there
can be no assurance that the Registrant will operate at a profitable
level. If the Registrant is unable to obtain customers and generate
sufficient revenues so that it can profitably operate, the
Registrant's business will not succeed.
The Registrant has incurred losses from operations: $540,725 for
the nine months ended June 30, 2003, $1,183,618 for the fiscal year
ended September 30, 2002, and $1,925,204 for the fiscal year ended
September 30, 2001. At June 30, 2003, the Registrant had an
accumulated deficit of $29,866,585. This raises substantial doubt
about the Registrant's ability to continue as a going concern.
(b) Need for Additional Financing May Affect Operations and Plan of
Business.
The working capital requirements associated with the plan of
business of the Registrant will continue to be significant. The
Registrant anticipates, based on currently proposed assumptions
relating to its operations (including with respect to costs and
expenditures and projected cash flow from operations), that it can
generate sufficient financing through a floating debenture with JRM
Financial Services Inc. to continue its operations for an indefinite
period at the current level without requiring additional financing.
The Registrant does not anticipate, at the present time, needing to
raise any additional capital in the next twelve months to implement
its sales and marketing strategy and grow. In the event that the
Registrant's plans change or its assumptions change (due to
unanticipated expenses, technical difficulties, or otherwise), the
Registrant would be required to seek additional financing sooner than
currently anticipated or may be required to significantly curtail or
cease its operations.
(c) Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.
The Registrant's success is dependent upon the hiring of key
administrative personnel. None of the Registrant's officers,
directors, and key employees has an employment agreement with the
Registrant; therefore, there can be no assurance that these personnel
will remain employed by the Registrant after the termination of such
agreements. Should any of these individuals cease to be affiliated
with the Registrant for any reason before qualified replacements could
be found, there could be material adverse effects on the Registrant=s
business and prospects. In addition, management has no experience is
managing companies in the same business as the Registrant.
In addition, all decisions with respect to the management of
the Registrant will be made exclusively by the officers and directors
of the Registrant. Shareholders of the Registrant will only have
rights associated with such ownership to make decision that affect the
Registrant. The success of the Registrant, to a large extent, will
depend on the quality of the directors and officers of the Registrant.
Accordingly, no person should invest in the shares unless he is
willing to entrust all aspects of the management of the Registrant to
the officers and directors.
(d) Control of the Registrant by Officers and Directors.
The Registrant's officers and directors beneficially own
approximately 0.6% of the outstanding shares of the Registrant's
common stock. As a result, such persons, acting together, have little
ability to influence over all matters requiring stockholder approval
(especially since the remainder of the 43,514,228 issued and
outstanding shares are owned by over 1,800 shareholders).
Accordingly, it could be difficult for an individual investor to
effectuate control over the affairs of the Registrant. Therefore, it
should be assumed that the officers, directors, and principal common
shareholders who control the majority of voting rights will be able,
by virtue of their stock holdings, to control the affairs and policies
of the Registrant.
(e) Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Registrant for monetary damages arising from a breach
of their fiduciary duties as directors. The By-Laws of the Registrant
include provisions to the effect that the Registrant may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that such
indemnification and advancement of expense is permitted under such
law, as it may from time to time be in effect. Any limitation on the
liability of any director, or indemnification of directors, officer,
or employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.
(f) Potential Conflicts of Interest Involving Management.
The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution. All of the potential
conflicts of interest will be resolved only through exercise by the
directors of such judgment as is consistent with their fiduciary
duties to the Registrant. It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the
board of directors to the Registrant, any proposed investments for its
evaluation.
(g) Influence of Other External Factors on Prospects for Registrant.
The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business. The marketability of
its products will be affected by numerous factors beyond the control
of the Registrant. These factors include market fluctuations, and the
general state of the economy (including the rate of inflation, and
local economic conditions), which can affect companies' spending.
Factors which leave less money in the hands of potential customers of
the Registrant will likely have an adverse effect on the Registrant.
The exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Registrant not
receiving an adequate return on invested capital.
(h) Non-Cumulative Voting.
Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will
be able to elect all of the directors of the Registrant, and the
minority shareholders will not be able to elect a representative to
the Registrant's board of directors.
(i) Absence of Cash Dividends.
The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.
(j) Limited Public Market for Registrant's Securities.
There has been only a limited public market for the shares of
common stock of the Registrant. There can be no assurance that an
active trading market will develop or that purchasers of the shares
will be able to resell their securities at prices equal to or greater
than the respective initial public offering prices. The market price
of the shares may be affected significantly by factors such as
announcements by the Registrant or its competitors, variations in the
Registrant's results of operations, and market conditions in the
retail, electronic commerce, and internet industries in general. The
market price may also be affected by movements in prices of stock in
general. As a result of these factors, investors in the Registrant
may not be able to liquidate an investment in the shares readily, or
at all.
(k) No Assurance of Continued Public Trading Market; Risk of Low
Priced Securities.
There has been only a limited public market for the common stock
of the Registrant. The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board. As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.
(l) Effects of Failure to Maintain Market Makers.
If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market. There can be no assurance the Registrant will be able to
maintain such market makers.
(m) Shares Eligible For Future Sale.
All of the 245,000 shares of common stock which are currently
held, directly or indirectly, by management have been issued in
reliance on the private placement exemption under the Securities Act
of 1933. Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933. In general, under Rule 144 a person
(or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Registrant (as
that term is defined under that rule) would be entitled to sell within
any three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or the
average weekly reported trading volume during the four calendar weeks
preceding such sale, provided that certain current public information
is then available. If a substantial number of the shares owned by
these shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.
Forward Looking Statements.
The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control. The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate. The Registrant disclaims any intent or obligation to
update "forward looking statements."
ITEM 3. CONTROLS AND PROCEDURES.
Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
("Exchange Act"). This evaluation was done under the supervision and
with the participation of the Registrant's President and Chief
Financial Officer. Based upon that evaluation, they concluded that
the Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.
(b) Changes in internal controls.
There were no significant changes in the Registrant's internal
controls or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.
Critical Accounting Policies.
The SEC recently issued Financial Reporting release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as
the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Registrant's most critical accounting
policies include: non-cash compensation valuation that affects the
total expenses reported in the current period. The methods, estimates
and judgments the Registrant uses in applying these most critical
accounting policies have a significant impact on the results the
Registrant reports in its financial statements.
PART II B OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits.
Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.
Reports on Form 8-K.
No reports on Form 8-K were filed during the third quarter of the
fiscal year covered by this Form 10-QSB.
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.
E.T. Corporation
Dated: August 18, 2003 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: August 18, 2003 By: /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
EXHIBIT INDEX
Number Description
2.1 Debenture issued by Xanthos Management Corporation (formerly
known as Texas Petroleum Corporation) to the Registrant,
dated October 31, 1992 (incorporated by reference to Exhibit
2.1 of the Form 10-KSB filed on January 17, 2001).
2.2 Agreement and Plan of Merger between eCom.com, Inc., a
Colorado corporation, and eCom.com, Inc., a Nevada
corporation, dated June 5, 2000 (incorporated by reference
to Exhibit 2 to the Form 8-K filed on August 21, 2000).
3.1 Articles of Incorporation of the Registrant, dated May 30,
2000 (incorporated by reference to Exhibit 3.1 of the Form
10-QSB filed on August 21, 2000).
3.2 Certificate of Amendment of Articles of Incorporation of the
Registrant, dated April 11, 2002 (incorporated by reference
to Exhibit 3.2 of the Form 10-KSB filed on January 14, 2003).
3.3 Bylaws of the Registrant, dated June 10, 2000 (incorporated
by reference to Exhibit 3.2 of the Form 10-QSB filed on
August 21, 2000).
4.1 Employee Stock Incentive Plan, dated June 1, 2000
(incorporated by reference to Exhibit 4.1 of the Form S-8
filed on June 2, 2000).
4.2 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated June 1, 2000 (incorporated by reference
to Exhibit 4.2 of the Form S-8 filed on June 2, 2000).
4.3 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 1), dated October
22, 2001 (incorporated by reference to Exhibit 4 of the Form
S-8 filed on November 1, 2001).
4.4 Amended and Restated Stock Incentive Plan, dated January 18,
2002 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed on February 6, 2002)
4.5 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 2), dated May 1,
2002 (incorporated by reference to Exhibit 4.1 of the Form
S-8 POS filed on May 7, 2002).
4.6 Amended and Restated Stock Incentive Plan (Amendment No. 2),
dated May 1, 2002 (incorporated by reference to Exhibit 4.2
of the Form S-8 POS filed on May 7, 2002).
4.7 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 3), dated March 15,
2003 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed on April 9, 2003).
31.1 Rule 13a-14(a)/15d-14(a) Certification (see below).
31.2 Rule 13a-14(a)/15d-14(a) Certification (see below).
32 Section 1350 Certification (see below).