U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 0-7473
Amexdrug Corporation
--------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 90-0017017
-------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
8909 West Olympic Boulevard, Suite 112
Beverly Hills, California 90211
--------------------------------------------
(Address of Principal Executive offices)
Issuer's Telephone Number: (310) 855-0475
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: As of November 12, 2002, there were
8,052,783 shares of the issuer's common stock issued and outstanding.
AMEXDRUG CORPORATION
FORM 10-QSB
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited).................................................3
Condensed Consolidated Balance Sheets-- As of September 30, 2002
and December 31, 2001 (Unaudited)..............................................4
Condensed Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2002 and 2001 (Unaudited)..................................5
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2002 and 2001 (Unaudited)..................................6
Notes to Condensed Consolidated Financial Statements (Unaudited).................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................................9
Item 3. Controls and Procedures........................................................11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..............................................................12
Item 2. Changes in Securities..........................................................12
Item 3. Defaults Upon Senior Securities................................................12
Item 4. Submission of Matters to a Vote of Security Holders............................12
Item 5. Other Information..............................................................12
Item 6. Exhibits and Reports on Form 8-K...............................................12
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed consolidated balance sheets of Amexdrug
Corporation, a Nevada corporation, and subsidiary as of September 30, 2002 and
December 31, 2001, the related unaudited condensed consolidated statements of
operations for the three and nine month periods ended September 30, 2002 and
September 30, 2001, the related unaudited condensed consolidated statements of
cash flows for the nine month periods ended September 30, 2002 and September 30,
2001 and the notes to the unaudited condensed consolidated financial statements
follow. The financial statements have been prepared by Amexdrug's management,
and are condensed; therefore they do not include all information and notes to
the financial statements necessary for a complete presentation of the financial
position, results of operations and cash flows, in conformity with accounting
principles generally accepted in the United States of America, and should be
read in conjunction with the annual financial statements included in Amexdrug's
annual report on Form 10-KSB for the year ended December 31, 2001.
The accompanying financial statements reflect all adjustments which are, in
the opinion of management, necessary to present fairly the results of operations
and financial position of Amexdrug Corporation consolidated with Allied Med,
Inc., its wholly owned subsidiary, and all such adjustments are of a normal
recurring nature. The names "Amexdrug", "we", "our" and "us" used in this report
refer to Amexdrug Corporation.
Operating results for the quarter ended September 30, 2002, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2002.
3
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2002 2001
------------- --------------
ASSETS
Current Assets
Cash$..................................................................... 203,306 $ 562,004
Accounts receivable, net of allowance for doubtful accounts of $66,747
and $61,362, respectively.............................................. 991,719 920,716
Inventory................................................................. 476,990 235,724
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Total Current Assets.................................................. 1,672,015 1,718,444
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Property and Equipment
Office and computer equipment............................................. 119,828 119,828
Leasehold improvements.................................................... 15,700 15,700
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Total Property and Equipment.......................................... 135,528 135,528
Less accumulated depreciation............................................. (44,649) (31,346)
-------------- ---------------
Net Property and Equipment............................................ 90,879 104,182
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Deposits ...................................................................... 200 2,842
-------------- ---------------
Total Assets ................................................................$ 1,763,094 $ 1,825,468
============= ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable..........................................................$ 1,649,355 $ 1,768,264
Accrued liabilities....................................................... 45,322 1,720
Accrued settlement obligations............................................ - 50,737
Current portion of capital lease obligations.............................. 17,653 18,369
------------- --------------
Total Current Liabilities............................................. 1,712,330 1,839,090
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Long-Term Liabilities
Accrued settlement obligations, net of current portion.................... - 7,875
Capital lease obligations, net of current portion......................... 54,362 76,285
------------- --------------
Total Long-Term Liabilities........................................... 54,362 84,160
------------- --------------
Stockholders' Deficit
Common stock, $0.001 par value; 50,000,000 shares authorized;
8,052,783 issued and outstanding........................................ 8,053 8,053
Additional paid in capital................................................ 7,969 7,969
Accumulated Deficit....................................................... (19,620) (113,805)
-------------- --------------
Total Stockholder's Deficit........................................... (3,598) (97,782)
-------------- --------------
Total Liabilities and Stockholders' Deficit....................................$ 1,763,094 $ 1,825,468
============= ==============
See accompanying notes to condensed consolidated financial statements.
4
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
----------------------------- ---------------------------
2002 2001 2002 2001
-------------- ------------ ------------ ------------
Sales........................................... $ 5,230,238 $ 5,143,914 $ 17,317,134 $ 14,914,979
Cost of Goods Sold.............................. 4,987,206 5,341,791 16,716,922 14,948,714
------------- ------------ ------------ ------------
Gross Profit.................................... 243,032 (197,877) 600,212 (33,735)
------------- ------------ ------------ ------------
Selling, General and Administrative Expense..... (110,597) (83,938) (466,959) (274,075)
Interest Expense................................ (1,495) (4,935) (5,867) (4,935)
Gain from Forgiveness of Debt................... - - 8,526 -
Interest and Other Income....................... - 43,060 - 43,545
------------- ------------ ------------ ------------
Income (Loss) Before Income Taxes............... 130,940 (243,690) 135,912 (269,200)
Provision For Income Taxes...................... 41,727 - 41,727 -
------------- ------------ ------------ ------------
Net Income (Loss)............................... $ 89,213 $ (243,690) $ 94,185 $ (269,200)
============= ============ ============ ============
Basic and Diluted Income (Loss) Per
Common Share................................. $ 0.01 $ (0.03) $ 0.01 $ (0.03)
============== =========== ============ ===========
Basic and Diluted Weighted-Average Common
Share Outstanding............................. 8,052,783 8,052,783 8,052,783 8,052,783
============= ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
5
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
2002 2001
------------- --------------
Cash Flows From Operating Activities
Net income (loss).....................................................$ 94,185 $ (269,200)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation........................................................ 13,303 14,919
Bad debt expense.................................................... (41,478) (41,332)
Gain from forgiveness of debt....................................... (8,526) -
Changes in operating assets and liabilities:
Accounts receivable............................................... (46,850) (359,475)
Inventory......................................................... (241,339) 76,927
Prepaid expenses.................................................. 73 (78)
Accounts payable and accrued liabilities.......................... (79,911) 565,438
Accrued settlement obligations.................................... (36,684) (69,479)
-------------- --------------
Net Cash Used In Operating Activities.......................... (347,227) (82,280)
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Cash Flows From Investing Activities
Decrease in other assets.............................................. 2,642 (2,642)
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Net Cash Provided By (Used In) Investing Activities............ 2,642 (2,642)
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Cash Flows From Financing Activities
Principal payments on capital lease obligations....................... (14,113) (5,217)
Capital contributions by shareholder.................................. - 6,904
Distributions to shareholders......................................... - (36,883)
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Net Cash Provided By (Used In) Financing Activities............ (14,113) (35,196)
-------------- --------------
Net Decrease in Cash....................................................... (358,698) (120,118)
Cash at Beginning of Period................................................ 562,004 455,286
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Cash at End of Period......................................................$ 203,306 $ 335,168
============= ==============
Supplemental Cash Flows Information
Cash paid for interest................................................$ 5,867 $ 4,935
============= ==============
See accompanying notes to condensed consolidated financial statements.
6
AMEXDRUG CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- Organization and Nature of Operations
Condensed Financial Statements -- The accompanying condensed financial
statements have been prepared by the Company and are unaudited. In the opinion
of management, the accompanying unaudited financial statements contain all
necessary adjustments for fair presentation, consisting of normal recurring
adjustments except as disclosed herein.
The accompanying unaudited interim financial statements have been condensed
pursuant to the rules and regulations of the Securities and Exchange Commission;
therefore, certain information and disclosures generally included in financial
statements have been condensed or omitted. The condensed financial statements
should be read in connection with the Company's annual financial statements
included in its annual report on Form 10-KSB as of December 31, 2001. The
financial position and results of operations for the three and nine months ended
September 30, 2002 are not necessarily indicative of the results to be expected
for the full year ending December 31, 2002.
Use of Estimates --The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 these estimates.
The Company's historical revenues and receivables have been derived solely from
the pharmaceutical industry. Although the Company primarily sells products on a
cash basis, some sales are made under credit terms. The Company performs ongoing
credit evaluations of its customers' financial condition and usually requires a
delayed check depository from its customers at the date products are shipped.
The Company maintains an allowance for uncollectible accounts receivable based
upon the expected collectibility of all accounts receivable.
During the nine months ended September 30, 2002 purchases from two vendors
accounted for approximately 55 and 18 percent of total purchases. As of
September 30, 2002, accounts payable to these vendors accounted for
approximately 55 and 18 percent of the total accounts payable.
Fair Value of Financial Instruments --The carrying amounts of the Company's debt
obligations approximate fair value based on current interest rates available to
the Company.
Revenue Recognition --The Company generates revenues from the resale of
pharmaceuticals, over-the-counter products, health and beauty care products and
nutritional supplements. The Company accounts for these revenues at the time of
shipment to and acceptance by the customer.
Net Income (Loss) Per Common Share--Basic income (loss) per common share is
computed by dividing net income (loss) by the weighted-average number of common
shares outstanding. Diluted income (loss) per common share is computed by
dividing adjusted net income (loss) by the weighted-average number of common
shares and the dilutive potential common share equivalents outstanding. As of
September 30, 2002 and 2001 the Company did not have any potential common share
equivalents.
7
NOTE 2 -- ACCRUED SETTLEMENT OBLIGATIONS
In 1999, the Company entered into settlement agreements with numerous vendors
due to the Company's inability to pay the vendors. Under these settlement
agreements the Company agreed to pay these vendors a total of $588,140. The
Company was required to pay a large portion at the initial execution of the
agreement and the remaining balance based on various payment plans. The payment
plans ranged from 24 to 36 months through May 2003. During the six months ended
June 30, 2002 and 2001 the Company made payments of approximately $36,684 and
$46,304 on the agreements. During the quarter ended June 30, 2002, the Company
negotiated with the final vendor to offset accounts receivable credits totaling
approximately $46,863 against the remaining settlement payable of approximately
$17,325. The Company received cash for the difference of approximately $29,538.
NOTE 3 - FORGIVENESS OF DEBT
During the quarter ended June 30, 2002, the Company renegotiated the terms of
one of its capital leases. The balance due under the lease agreement was
decreased from $60,972 to 52,446 resulting in a forgiveness of debt of $8,526.
The monthly payments were decreased from $1,692 to $1,274 and the effective
interest rate was decreased from 13.98 percent to 8.09 percent. The length of
the lease did not change.
The Company has elected to apply the early application of Statement of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," which provides
that the net gain or loss from extinguishment of debt no longer is required to
be classified as an extraordinary item and has classified the gain as a
component of operations.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation.
Not applicable.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
Amexdrug Corporation is located 8909 West Olympic Boulevard, Suite 112,
Beverly Hills, California 90211. Its phone number is (310) 855-0475. Its fax
number is (310) 855-0477. Its website is www.amexdrug.com. The President of
Amexdrug has had experience working in the pharmaceutical industry for the past
20 years.
Through its wholly-owned subsidiary, Allied Med, Inc., Amexdrug is engaged
in the pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, over-the-counter (OTC) and health and beauty products
in 7 or 8 states. Amexdrug is expanding its business, and it would like to
eventually sell and distribute products in all 50 states.
Amexdrug Corporation was initially incorporated under the laws of the State
of California on April 30, 1963 under the name of Harlyn Products, Inc. Harlyn
Products, Inc. was engaged in the business of selling jewelry to department
stores and retail jewelry stores until the mid-1990s.
The name of the Company was changed to Amexdrug Corporation in April 2000
to reflect the change in the Company's business to the sale of pharmaceutical
products. The officers and directors of the Company also changed in April 2000.
The domicile of the Company was changed from California to Nevada in December
2001. At that time the Company changed its fiscal year end from June 30 to
December 31.
On December 31, 2001, Amexdrug acquired all of the issued and outstanding
common shares of Allied Med, Inc. ("Allied") in a share exchange. Amexdrug
acquired all 50,000 issued and outstanding shares of Allied common stock from
its sole shareholder, Mr. Jack Amin, in exchange for 7,000,000 restricted common
shares of Amexdrug and the assumption of a $100,000 promissory note, and all
accrued interest thereon owed by Mr. Amin to Allied. At all times during the
negotiations of the transaction, Mr. Amin was an officer, director and
controlling shareholder of both companies. Consideration for the acquisition was
determined through negotiations between the boards of directors of both
companies and was based on Allied's past operating history and future potential
growth.
Allied was formed as an Oregon corporation in October 1997, to operate in
the pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, over-the-counter (OTC) and health and beauty products.
In 1998, Allied's gross sales were approximately $2.8 million. In 1999, Allied's
gross sales exceeded $5 million. In 2000, Allied's gross sales exceeded $8
million. In 2001, Allied's gross sales were approximately $21.2 million.
9
Amexdrug has assumed the operations of Allied as its primary operations,
and Amexdrug intends to build on the pharmaceutical wholesale operations of
Allied.
The accompanying financial information includes the operations of Allied
Med, Inc. for all periods presented and the operations of Amexdrug Corporation
from April 25, 2000.
Results of Operations
---------------------
For the three months ended September 30, 2002, Amexdrug reported sales of
$5,230,238, comprised entirely of income from the Allied Med, Inc.
pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, and over-the-counter (OTC) and health and beauty
products. This was $86,324 more than the $5,143,914 of sales reported for the
three months ended September 30, 2001. For the nine months ended September 30,
2002, sales reported by Amexdrug were $17,317,134, which is $2,402,155 more than
the $14,914,979 reported for the nine months ended September 30, 2001. Cost of
goods sold for the three months ended September 30, 2002 was $4,987,206, a
decrease of $354,585 over the $5,341,791 cost of goods sold for the three months
ended September 30, 2001. Cost of goods sold for the nine months ended September
30, 2002 was $16,716,922, an increase of $1,768,208 over the $14,948,714 cost of
goods sold for the nine months ended September 30, 2001. During the three months
ended September 30, 2002 gross profit improved by $440,909 to $243,032 or 4.6%
of sales from the ($197,877) or a negative 3.8% of sales recorded for the three
months ended September 30, 2001. For the nine months ended September 30, 2002
gross profit improved by $633,947 to $600,212 or 3.5% of sales from the
($33,735) or a negative 0.2% of sales recorded for the nine months ended
September 30, 2001.
Selling, general and administrative expense was $110,597 for the three
months ended September 30, 2002, an increase of $26,659 from the $83,938
recorded for the three months ended September 30, 2001. For the nine months
ended September 30, 2002, Amexdrug reported selling, general and administrative
expense as $466,959, an increase of $192,884 from the $274,075 reported for the
nine months ended September 30, 2001. This increase in selling, general and
administrative expense is attributable to an increase in expenses related to the
increase in the Company's operations.
During the three months ended September 30, 2002, Amexdrug experienced net
income of $89,213, as compared to the $243,690 net loss incurred for the three
months ended September 30, 2001. During the nine months ended September 30,
2002, Amexdrug experienced net income of $94,185 as compared to the $269,200 net
loss reported for the nine months ended September 30, 2001. Amexdrug's
improvement in net profits during the three and nine month periods ended
September 30, 2002 is attributable to increases in sales and profit margins in
prescription generic products.
10
Liquidity and Capital Resources - September 30, 2002
----------------------------------------------------
Assets
As of September 30, 2002, Amexdrug reported total current assets of
$1,672,015, comprised of cash of $203,306, accounts receivable, net of $991,719
and inventory of $476,990. Total assets as of September 30, 2002 were
$1,763,094, which included total current assets, plus net property and equipment
of $90,879 and deposits of $200.
Liabilities
Amexdrug's liabilities as of September 30, 2002 consist of accounts payable
of $1,649,355, accrued liabilities of $45,322, current portion of capital lease
obligations of $17,653, and total long-term liabilities of $54,362.
Forward-looking statements
--------------------------
This document includes various forward-looking statements with respect to
future operations of Amexdrug that are subject to risks and uncertainties.
Forward-looking statements include the information concerning expectations of
future results of operations and such statements preceded by, followed by or
that otherwise include the words "believes," "expects," "anticipates,"
"intends," "estimates" or similar expressions. For those statements, Amexdrug
claims the protection of the safe harbor for forward-looking statements
contained in the Private Litigation Reform Act of 1995. Actual results may vary
materially.
Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
Jack Amin who serves as both Amexdrug Corporation's chief executive officer
and its chief financial officer, after evaluating the effectiveness of Amexdrug
Corporation's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of
the quarterly report (the "Evaluation Date") concluded that as of the Evaluation
Date, Amexdrug Corporation's disclosure controls and procedures were adequate
and effective to ensure that material information relating to Amexdrug
Corporation and its consolidated subsidiaries would be made known to him by
others within those entities, particularly during the period in which this
quarterly report was being prepared.
11
(b) Changes in internal controls.
There were no significant changes in Amexdrug Corporation's internal
controls or in other factors that could significantly affect Amexdrug
Corporation's disclosure controls and procedures subsequent to the Evaluation
Date, nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by Amexdrug during the
quarter ended September 30, 2002.
12
SIGNATURES
In accordance with 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.
AMEXDRUG CORPORATION
Date: November 13, 2002 By: /s/ Jack Amin
-------------
Jack Amin
Director, President, Chief Executive
Officer, Chief Financial Officer and
Chief Accounting Officer
13
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
I, Jack Amin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Amexdrug
Corporation ("Amexdrug");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, the results of operations and cash flows of
Amexdrug as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Amexdrug
and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to Amexdrug, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of Amexdrug's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the `Evaluation Date"); and
(c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date.
5. I have disclosed, based on my most recent evaluation, to Amexdrug's
auditors and the audit committee of Amexdrug's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect Amexdrug's ability to record,
process, summarize and report financial data and have identified for
Amexdrug's auditors any material weaknesses in internal controls; and
14
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Amexdrug's internal controls.
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 13, 2002 /s/ Jack Amin
--------------
Jack Amin
Chief Executive Officer and Chief
Financial Officer
15
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Amexdrug Corporation on
Form10-QSB for the period ending September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Jack Amin,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of the operation of the
Company.
/s/ Jack Amin
- --------------
Jack Amin
Chief Executive Officer and Chief Financial
Officer
November 13, 2002