UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended - March 31, 2002
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 000-30769
TRIDENT SYSTEMS INTERNATIONAL INC.
(Name of Small Business Issuer in its charter)
Nevada 87-0419231
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
180 Newport Center Drive, Suite 100, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 644-2454
_____________________
(Former name, former address and former fiscal year if changed
since last report).
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) has been subject
to such filing requirements for the past 90 days. YES [x] NO [ ]
There were 7,270,867 shares of common stock outstanding having a par value
of $0.001 per share as of May 10, 2002.
Documents Incorporated by Reference
Certain exhibits listed in Item 6 of Part II have been incorporated by
reference. An index to exhibits appears with Item 6.
THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS QUARTERLY
REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT
EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I) THE COMPANY'S PRODUCT
DEVELOPMENT AND FINANCING PLANS, (II) TRENDS AFFECTING THE COMPANY'S
FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE IMPACT OF
COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH FORWARD-
LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
1
TRIDENT SYSTEMS INTERNATIONAL, INC.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE QUARTER ENDED MARCH 31, 2002
CONTENTS PAGE
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS 3 (F2)
BALANCE SHEET 4 (F3)
STATEMENTS OF INCOME 5 (F4)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY 6 (F5)
STATEMENTS OF CASH FLOWS 8 (F7)
NOTES TO FINANCIAL STATEMENTS 9 (F8)
2
JOSEPH TROCHE 32 Main Street
Certified Public Accountants Hastings on Hudson NY
10706
Member AICPA & NYSSCPA Telephone 914-478-1432
Fax 914-478-1475
Board of Directors
Trident Systems International, Inc.
RE: TRIDENT SYSTEMS INTERNATIONAL, INC.
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have reviewed the accompanying balance sheet of Trident Systems
International, Inc., as of March 31, 2002, the statement of changes in
stockholders' equity for the three months ended March 31, 2002 and March 31,
2001, and the related statements of income and cash flows for the three
months periods ended March 31, 2002 and March 31, 2001, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management of
Trident Systems International, Inc.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with accounting principles generally accepted in the
United States of America.
/s/Joseph Troche, CPA
May 14, 2002
Joseph Troche, CPA
32 Main Street
Hastings on Hudson NY 10706
3 (F2)
TRIDENT SYSTEMS INTERNATIONAL, INC.
BALANCE SHEETS
March 31, 2002
CURRENT ASSETS
Cash $ -
Marketable Equity Securities 1,199,975
Reserve for Purchase of Futronix, Inc. 800,000
Investment in Telcoenergy, LLC 8,358,192
Total Current Assets $10,358,167
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 57,090
Notes Payable Related Party 389,679
Total Current Liabilities 446,769
STOCKHOLDERS' EQUITY
Common Stock
50,000,000 shares authorized
at $0.001 par value; 7,270,867
shares issued and
outstanding at March 31, 2002 7,271
Preferred Stock-authorized
10,000,000 shares; par value $.001;
4,000,001 shares issued and
outstanding on December 31, 2002 4,001
Capital in excess of par value 11,132,191
Accumulated Deficit (1,248,246)
Total Stockholders' Deficiency 9,895,217
$ 11,150,541
The accompanying notes are an integral part of these financial statements.
4 (F3)
TRIDENT SYSTEMS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Quarters Ended March 31, 2002 and 2001
2002 2001
REVENUES $ - $ 483,424
COST OF SALES - 357,164
GROSS PROFIT - 126,261
EXPENSES 800 417,029
NET LOSS FROM OPERATIONS
BEFORE TAXES (800) (290,768)
PROVISION FOR TAXES - -
Operating Loss of subsidiary (25,616)
NET LOSS $(26,456) $(290,768)
NET LOSS PER COMMON SHARE
Basic $ (0.005) $ (0.039)
Average Outstanding Shares
Basic 7,270,876 7,270,876
The accompanying notes are an integral part of these financial statements.
5 (F4)
TRIDENT SYSTEMS INTERNATIONAL, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period: Quarter Ending March 31, 2002
Capital in
Common Stock Excess of Accumulated
(Shares) Amount Par Value Deficit
Balance December 31,
2000 2,512,296 $ 2,512 $ 433,409 $ (451,971)
Issuance of shares for
Purchase of JBE
Electronics 1,500,000 1,500
Issuance of shares for
Purchase of eKomart,
Inc. 800,000 800
Issuance of shares for
Purchase of Sea
Hunt/Telco 400,000 400 8,702,808
Issuance of shares for
Purchase of Futronix 400,000 400
Issuance of shares to
Consultants 1,360,000 1,360
Issuance of shares to
Officer 500,000 500
Rescission of JBE
and eKomart (201,420) (201)
TOTAL 7,270,876 7,271
6 (F5)
TRIDENT SYSTEMS INTERNATIONAL, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period: Quarter Ending March 31, 2002
(continued)
Preferred Shares:
Issuance of 3,000,000
Stock Purchase to Sporn 3,001 1,996,974
Issuance of 1,000,000
for Subsidiary Purchase 1,000
Balance at December 31,
2001
Common Shares 7,270,876 7,271
Preferred Shares 4,000,000 4,001
Net Loss For
Fiscal Year 2001 (750,119)
Balance December 31,
2001 11,272 11,132,191 (1,202,090)
Net Loss For
Quarter Ended March
31, 2002 (46,156)
Balance March 31,
2002 11,272 11,132,191 (1,248,246)
Investment in Telcoenergy, LLC.:
Balance on Purchase: 8,383,808
Profit(Loss) (25,616)
Balance December 31,
2001 8,358,192
The accompanying notes are an integral part of these financial statements.
7 (F6)
TRIDENT SYSTEMS INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
For the Quarters Ended March 31, 2002 and 2001
Dec 31, Dec 31,
2001 2000
TRIDENT SYSTEMS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31,
2001 2000
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (Loss) $ (800) $ (290,890)
Adjustment to reconcile
net income to net cash
provided by operating
activities - 21,909
Accounts receivable -
net - 40,866
Accounts receivable -
factored - 11,797
Inventories - 25,915
Accounts payable - 12,506
Working capital
advance - 59,160
Other payable - (21,059)
- (139,795)
CASH FLOWS FROM
INVESTING ACTIVITIES
Security deposits - (3,877)
Marketable securities/
investment - (2,969,991)
Acquisition of
property and equipment - (1,322)
(2,975,189)
CASH FLOWS FROM
FINANCING ACTIVITIES
Capital contribution - -
Issuance of Preferred
Stocks - 3,000,000
Loans from shareholders 800 51,307
Accrued interest - (549)
Payments for
equipment loans - (15,749)
Payments for notes
and bank loans - (12,205)
800 3,087,804
INCREASE (DECREASE)
IN CASH - (27,181)
CASH BALANCE-
beginning - 391,333
CASH BALANCE-
3/31/01 - 364,152
The accompanying notes are an integral part of these financial statements.
8 (F7)
TRIDENT SYSTEMS INTERNATIONAL, INC.
Notes to Financial Statements
1. ORGANIZATION AND BUSINESS
The Company was incorporated under the laws of the State of Utah on
August 25, 1980 with authorized capital stock of 5,000,000 shares at $0.001
par value with the name of "Business Ventures Corporation". On August 18,
1983 the Company's name was changed to "Cherry Creek Gold Corporation" in
connection with a merger with a company of the same name and the authorized
common stock was increased to 50,000,000 shares with the same par value. On
December 30, 1994 the Company changed its name to "Toner Systems
International, Inc." and on February 9, 1998 changed its domicile to the
State of Nevada.
On January 25, 2001 the Company changed its name to "Trident Systems
International, Inc."
On March 29, 2001 the Company filed amended articles authorizing 10,000,000
shares of preferred stock at a par value of $.001.
On March 2, 1998 the Company completed a reverse stock split of one common
share for 1,000 shares of outstanding stock and on January 26, 2001 a
reverse stock split of 1 shares for each 4 outstanding share. This report
has been prepared showing the name "Trident Systems International Inc." and
after stock split shares from inception.
Between January 24, 2001 and March 19, 2001, the Company purchased J.B.E.
Electronics, Inc., eKomart, Inc., Futronix, Inc., Sea Hunt, LLC. Telcoenergy.
LLC. The purchases of eKomart and J.B.E. were subsequently rescinded. In
January of 2002, and Sea Hunt ceased operations. Futronix is presently the
subject of litigation (see Note 5). The financial statements do not reflect
the operation of the rescinded transactions. Sea Hunt did not have any
significant impact on the financial position of the Company.
Currently, the operation of Telcoenergy, LLC. is the sole operation of the
Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On March 31, 2002 the Company had a net operating loss carry forward of
$452,771. The Company has had a substantial change in its stockholders and
the loss carry forward will not be available for a carryover.
9 (F8)
TRIDENT SYSTEMS INTERNATIONAL, INC.
Notes to Financial Statements
(Continued)
Basic and Diluted Net Income (Loss) Per Share
Basic net income (Loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (Loss) per
share amounts are computed using the weighted average number of common
shares and common equivalent shares outstanding as if shares had been issued
on the exercise of the preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
Financial Instruments
The carrying amounts of financial instruments, including accounts payable,
are considered by management to be their estimated fair values.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
3. RELATED PARTY TRANSACTIONS AND NOTE PAYABLE
The Director's Note is a non-interest bearing loan made to the Company in
2001. The funds were utilized to provide cash flow for the Company and its
subsidiaries.
The President of the Company, Alan Sporn, was issued 3,000,000 preferred
Voting non-convertible shares in 2001 as consideration for an investment
Of $3,000,000 in marketable securities into the Company. The Marketable
Securities were revalued in July, 2001 to $1,999,975.
In January, 2001, the President, Mr. Sporn, received one preferred share
convertible into 20,000,000 common shares as an antidilutive measure.
10 (F9)
TRIDENT SYSTEMS INTERNATIONAL, INC.
Notes to Financial Statements
(Continued)
4. GOING CONCERN
The Company has cash reserves to continue operations in the form of
marketable securities valued at $1,999,975. The disposal value of the
securities is extremely uncertain as they are in companies that have
restricted markets for their shares.
5. FUTRONIX PURCHASE
On March 19, 2001 the Company acquired the controlling interest in Futronix,
Inc. The terms of the transaction included the issuance of 400,000 common
shares of the Company and notes payable of $325,000 due in March through
May 2001.
The legality purchase of Futronix is a matter before the Florida courts. The
former owners of Futronix have asserted that the transaction is void.
Management is of the opinion that the sale will be held as valid. However,
the litigation will likely be protracted. As a result, the operations of
Futronix are not included in the financial statements, and the shares paid
for Futronix have not been released. To date, $55,000 has been paid towards
the purchase price.
11 (F10)
PART I.
Item 2. Description of Business and Management's Discussion
THE BUSINESS
Telcoenergy, LLC., the sole subsidiary of the Company, was formed in 2000 in
the state of Oklahoma. Through its subsidiary, OGC Pipelines, LLC.,
Telcoenergy owns, maintains and leases gas pipeline easements, primarily in
the State of Oklahoma.
OGC has placed no book value on the physical pipelines that are buried in
the right-a-ways (easements). However, in light of a more favorable US energy
plan after September 11th, 2001, and higher natural gas prices, OGC plans to
reactivate certain key pipelines located were there is shut in gas production.
The opportunity also exists for OGC to put under contract prime acreage that
has not been leased, because there are no active gas lines in the area.
Although extensive testing is still required, it appears that a significant
portion of the pipelines OGC plans to reactivate are in good physical
condition. Therefore, we expect to begin operations at a minimum cost, by
charging a fee to transport gas to neighboring low-pressure gathering
systems. This avoids the up-front expense of renting compressors, and
installing taps into interstate transmission lines. The key is to reactivate
lines on an as-need basis in coordination with the drilling activity in the
area. OGC already owns the right-of-ways, which is the hardest and most time
consuming requirement to building a gas gathering system. OGC can benefit
from the strategic location of its pipelines to develop, gather, transport
and market underlying gas reserves. The Company already owns the biggest
cost item, which are the pipelines.
Unlike the activities in interstate gas transportation, GTM (gathering,
transport and marketing) activities are unregulated. They involve gathering
natural gas at the wellhead, processing it to extract higher-value natural
gas liquids (NGLs), and transporting the product to the interstate-pipeline
grid for delivery to end-users. The attributes of independent GTMs leave
them singularly well situated to capitalize on fluctuating commodity prices.
Because federal law expressly prohibits FERC regulation of intrastate gas
gathering, GTMs can earn higher returns than are available from interstate
gas transportation, and they can retain the cost savings generated as
efficiently as possible. GTMs typically have very low maintenance-capital
requirements, resulting in substantial free cash flow, and they often use
percentage-of-proceeds contracts that enable them to participate in commodity
price movements.
Once the core GTM business is fully operational OGC plans combining certain
compatible natural gas assets and natural gas related businesses, to create
an environmentally conscious energy company. Technological breakthroughs
in production and end use have turned natural gas into a primary energy
source in this country. Natural gas is environmentally friendly. The Company
plans to be at the cutting edge of implementing new natural gas related
technologies in its business plan. By effecting gas swaps through the
interstate gas pipeline system, OGC can deliver its gas to strategic natural
gas related technology partners and end users nationwide. By pursuing a
forward integration marketing program OGC believes that it can sell energy
at prices which should exceed what the Company would otherwise earn selling
its production on the spot market.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the information
contained in the Financial Statements of the Company, and the Notes thereto
appearing elsewhere herein, and in conjunction with the Balance Sheet at
December 31, 2001 and Income Statement for the year ended December 31, 2001
contained in the Company's Annual Report 10-KSB.
RESULTS OF OPERATIONS
The Financial data for the quarter ended March 31, 2001 reflect the purchase
of JBE Electronics in February, 2001, eKomart in late February, 2001, and
Futronix, Sea Hunt, and Telcoenergy in late March 2001.
The purchases of eKomart and JBE have since been rescinded, and any
comparison to the financial results of the first quarter of March 2002 would
not be meaningful.
The company had no sales revenues for the quarter ended March 31, 2001,
which showed revenues of $483,424. During this quarter, the Company
was actively seeking opportunities for growth through internally developing
its pipeline business as opposed to growth by acquisition. Management came
to the conclusion that it would devote its energies to the development of
its current business, and has spent the current quarter in planning for that
growth.
Gross profit for the first quarter of 2001 were $126,621, as compared to $0
for quarter ended March 31, 2002.
General and Administrative expenses were $417,029 for the quarter ended
March 31, 2001, compared to $800 for the same period in 2002. This large
decrease in general and administrative expenses for the period in 2002 is due
totally to the disposition of the subsidiaries through rescission of the
original purchase agreements.
The operating loss for the quarter ended March 31, 2002 was ($800)
as compared to an operating loss for the first quarter of 2001 of $290,768.
The net loss for the quarter ended March 31, 2002 was ($26,456), as
compared to a net loss for the first quarter of 2001 of ($290,768).
This decrease was due to the disposal of the subsidiaries.
The pipeline operation entailed a loss of $25,616 on sales of $610.
LIQUIDITY AND CAPITAL RESOURCES.
The current cash and working capital position of the company will support
continuation of operations at current levels for the next year. However,
plans for the growth and development of the company's business will require
the infusion of approximately $2,000,000 to expand the pipeline operation.
If a significant portion of this is not raised, the company may have to
curtail some or all of its activities.
13
MATERIAL EVENTS:
Trident Systems International, Inc. (the "Company") was incorporated under
the laws of the State of Utah on August 25, 1980 under the name of Business
Ventures Corporation ("Ventures"), for the primary purpose of developing
mining properties and exploration for oil and gas. In August, 1983,
Ventures merged with Cherry Creek Gold Corporation and changed its name
to Cherry Creek Gold Corporation (Cherry Creek). Cherry Creek underwent a
name change to Toner Systems International Inc. (Toner)in 1994, and attempted
to enter the toner cartridge industry, which was subsequently abandoned.
On August 18, 1997 the shareholders of the Company authorized a change of
domicile of the Company to the State of Nevada by means of merger with and
into a Nevada corporation formed by the Company for this purpose.
In January, 2001, the Company changed its name to Trident Systems
International, Inc.
The Company, from January 24, 2001 to March, 2001 purchased J.B.E.
Electronics, Inc., eKomart, Inc., Futronix, Inc., Sea Hunt, LLC.,
Telcoenergy, LLC., and Satellite Marine Services, Inc.
It was the intention of the Company to develop by acquisition a high technology
division as well as a division to acquire and grow traditional "brick and
mortar" type operations. The Company intended to use its shares as currency for
both acquisition and funding of the acquired businesses. While certain of the
acquisitions, namely Telcoenergy, LLC. have, in the opinion of management,
been successful, various problems have arisen as to the other acquisitions.
Because of misrepresentation and omissions of material facts by management or
affiliates of Satellite Marine, the acquisition has been rescinded and all
shares issued in connection therewith have been canceled. The JBE and eKomart
purchases were also rescinded.
Management has also expressed a concern that the price of its stock had been
adversely affected by significant and possibly unlawful short sales. Management
is currently planning legal action and sought legal counsel against those
involved in the short-selling of its stock. Management feels that the short
selling was directly responsible for the failure of the eKomart and JBE
business ventures and the retardation in the growth of Telcoenergy, LLC.,
as well as the failure of the Sea Hunt business.
14
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending or threatened litigation
of a meritorious or material nature or that could result in a significant
financial impact, except as disclosed herein. From time to time the Company
may be involved in lawsuits in the normal course of its business, that do
not have a material impact upon the Company.
BrandAid Marketing Corporation (formerly known as Salient Cybertech, Inc.)
is currently attempting to obtain a declaratory judgment in Florida circuit
court to confirm its ownership of Futronix, Inc., and to thereby confirm
the sale of Futronix to Trident. Trident has currently taken no position
with respect to this law suit, but has, to date, awaited its outcome. To
date Trident has advanced $55,000 as against the said sale, and the shares
issued to Salient are being held back pending the resolution of this matter.
On April 27, 2001, the Company entered into a purchase and sale agreement to
purchase Satellite Marine Services, Inc. The transaction involved
Satellite Marine having $2,000,000 in its accounts. Satellite Marine did not
have the requisite funds, and, despite numerous representations by the
management that the funds were indeed a real asset of Satellite Marine's, no
evidence of the funds were ever forthcoming. As a result, the purchase was
rescinded and the matter has been referred to the U.S. Attorneys office for
investigation.
The Company is currently commencing litigation against Satellite Marine, and
its owners for fraud and misrepresentation.
Item 2. Changes in Securities.
None.
Item 3. Defaults.
None.
Item 4. Submission Of Matters To A Vote Of Security Holders.
NONE.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
15
1. Incorporated by reference: Quarterly and Annual Reports
on Form 10-QSB and 10-KSB, respectively, as filed with the
Securities and Exchange Commission pursuant to the Securities
and Exchange Act of 1934.
(b) Reports on Form 8-K
NONE
(c) Other Filings Incorporated by Reference.
1. Form 10-SB12G, filed on June 8, 2000 registering the
common shares and preferred shares of Toner Systems
International, Inc. (the previous name of Trident).
2. Form 10-SB12G/A, filed on July 7, 2000, updating the
information in the original Form 10-SB12G filed on June
8, 2000.
Signatures
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Trident Systems International, Inc.
Dated: May 14, 2001
By: /s/Alan R. Sporn
-------------------------------
Alan R. Sporn
President and CEO
16
EXHIBIT 24.6
Consent of Registrant's Auditors
JOSEPH TROCHE 32 Main Street
Certified Public Accountants Hastings on Hudson NY
10706
Member AICPA & NYSSCPA Telephone 914-478-1432
Fax 914-478-1475
May 14, 2002
Securities and Exchange Commission
Washington, D.C. 20549
RE: Trident Systems International, Inc.
Report on Form 10-QSB for the Periods ending
March 31, 2002 and March 31, 2001.
Gentlemen:
We consent to the Accountant's Review Reports and Statements
being filed with the Quarterly Report on Form 10-QSB for the quarter
ending on March 31, 2002 and with any amendment thereto. This accounting
firm hereby consents to the filing of this consent as an exhibit to the
Quarterly Report abovementioned.
/s/Joseph Troche, CPA
May 14, 2002
Joseph Troche, CPA
32 Main Street
Hastings on Hudson NY 10706
17
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