U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarterly Period Ended October 31, 2003.
Commission File Number 000-28761.
JAG MEDIA HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0380546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6865 SW 18th Street
Suite B-13
Boca Raton, Florida 33433
(Address of Principal Executive Offices)
(561) 393-0605
(Issuer's Telephone Number, Including Area Code)
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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 |_|
As of October 31, 2003, the Registrant had 40,663,295 shares of Class A Common
Stock, 1,015,730 shares of Series 1 Class B Common Stock, 380,829 shares of
Series 2 Class B Common Stock and 21,500 shares of Series 3 Class B Common Stock
issued and outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
JAG Media Holdings, Inc. and Subsidiaries
Index to Financial Statements
PAGE
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Condensed Consolidated Balance Sheet
October 31, 2003 (Unaudited) F-2
Condensed Consolidated Statements of Operations
Three Months Ended October 31, 2003 and 2002 (Unaudited) F-3
Condensed Consolidated Statement of Changes in Stockholders' Deficiency
Three Months Ended October 31, 2003 (Unaudited) F-4
Condensed Consolidated Statements of Cash Flows
Three Months Ended October 31, 2003 and 2002 (Unaudited) F-5
Notes to Condensed Consolidated Financial Statements F-6/13
* * *
F-1
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
October 31, 2003
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 161,315
Accounts receivable, net of allowance for doubtful accounts of $7,500 17,458
Other current assets 80,035
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Total current assets 258,808
Equipment, net of accumulated depreciation of $149,406 21,151
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Total $ 279,959
=============
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses $ 81,534
Deferred revenues 53,107
Notes payable to officers 400,000
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Total liabilities 534,641
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Mandatorily redeemable Class B common stock; par value $.00001 per share:
400,000 shares designated as Series 2; 380,829 shares
issued and outstanding 4
40,000 shares designated as Series 3; 21,500 shares issued
and outstanding -
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Total 4
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Commitments and contingencies
Stockholders' deficiency:
Preferred stock; par value $.00001 per share; 15,000,000
shares authorized; none issued
Class A common stock, par value $.00001 per share;
155,000,000 shares authorized; 40,663,295 shares
issued and outstanding 406
Class B common stock, par value $.00001 per share;
30,000,000 shares authorized; 3,000,000 shares
designated as Series 1; 1,015,730 shares issued and
outstanding 10
Additional paid-in capital 41,507,518
Unearned compensation (113,099)
Accumulated deficit (41,649,521)
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Total stockholders' deficiency (254,686)
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Total $ 279,959
=============
See Notes to Condensed Consolidated Financial Statements.
F-2
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three Months Ended October 31, 2003 and 2002
(Unaudited)
2003 2002
----------- -----------
Revenues $ 46,373 $ 124,950
----------- -----------
Operating expenses:
Cost of revenues 81,090 198,185
Selling expenses 2,851 913
General and administrative expenses 464,682 463,681
----------- -----------
Totals 548,623 662,779
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Loss from operations (502,250) (537,829)
Other income (expense):
Interest income 587 122
Interest expense (9,000) (2,711)
----------- -----------
Net loss $(510,663) $(540,418)
=========== ===========
Basic net loss per share $ (.01) $ (.02)
=========== ===========
Basic weighted average common shares outstanding 41,605,863 32,746,014
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
F-3
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders' Deficiency
Three Months Ended October 31, 2003
(Unaudited)
Common Stock
------------------------------------
Class A Series 1 Class B
----------------- ----------------- Additional
Number of Number of Paid-in Unearned Accumulated
Shares Amount Shares Amount Capital Compensation Deficit Total
---------- ---- --------- ------ ----------- --------- ------------ ---------
Balance, August 1, 2003 40,212,882 $402 1,031,143 $10 $41,217,522 $(140,884) $(41,138,858) $(61,808)
Sale of Class A common stock and
1,500 shares of redeemable Series 3
Class B common stock through
private placement 35,000 - 50,000 50,000
Effects of issuance of common stock in
exchange for services 400,000 4 239,996 (57,000) 183,000
Amortization of unearned compensation 84,785 84,785
Effects of conversion of
Series 1 Class B common stock into
Class A common stock 15,413 (15,413)
Net loss (510,663) (510,663)
---------- ---- --------- --- ----------- --------- ------------ ---------
Balance, October 31, 2003 40,663,295 $406 1,015,730 $10 $41,507,518 $(113,099) $(41,649,521) $(254,686)
========== ==== ========= === =========== ========= ============ =========
See Notes to Condensed Consolidated Financial Statements.
F-4
JAG Media Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three Months Ended October 31, 2003 and 2002
(Unaudited)
2003 2002
---------- ----------
Operating activities:
Net loss $(510,663) $(540,418)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provision for doubtful accounts 2,750
Depreciation 4,341 9,364
Amortization of unearned compensation 84,785 164,050
Effects of issuance of common stock in exchange for
services 183,000 207,132
Changes in operating assets and liabilities:
Accounts receivable (12,298) (5,715)
Other current assets 3,750
Accounts payable and accrued expenses (73,195) (305,701)
Deferred revenues 8,378 (21,482)
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Net cash used in operating activities (311,902) (490,020)
---------- ----------
Financing activities:
Net proceeds from private placements of common stock 50,000 990,000
Proceeds from exercise of stock options 500
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Net cash provided by financing activities 50,000 990,500
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Net increase (decrease) in cash and cash equivalents (261,902) 500,480
Cash and cash equivalents, beginning of period 423,217 7,107
---------- ----------
Cash and cash equivalents, end of period $ 161,315 $ 507,587
========== ==========
See Notes to Condensed Consolidated Financial Statements.
F-5
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation:
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the financial
position of JAG Media Holdings, Inc. ("JAG Media") and its subsidiaries
as of October 31, 2003, their results of operations and cash flows for
the three months ended October 31, 2003 and 2002 and their changes in
stockholders' deficiency for the three months ended October 31, 2003.
JAG Media and its subsidiaries are referred to together herein as the
"Company." Pursuant to rules and regulations of the Securities and
Exchange Commission (the "SEC"), certain information and disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted from these consolidated
financial statements unless significant changes have taken place since
the end of the most recent fiscal year. Accordingly, these condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements, notes to consolidated financial
statements and the other information in the audited consolidated
financial statements of the Company as of July 31, 2003 and for the
years ended July 31, 2003 and 2002 (the "Audited Financial Statements")
included in the Company's Annual Report on Form 10-KSB (the "10-KSB")
for the year ended July 31, 2003 that was previously filed with the
SEC.
The results of the Company's operations for the three months ended
October 31, 2003 are not necessarily indicative of the results of
operations to be expected for the full year ending October 31, 2003.
As further explained in Note 1 to the Audited Financial Statements, the
Company gathers and compiles financial and investment information from
contacts at financial institutions, experienced journalists, money
managers, analysts and other Wall Street professionals and generates
revenues by releasing such information to subscribers on a timely basis
through facsimile transmissions and a web site.
The accompanying condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.
However, as shown in the accompanying condensed consolidated financial
statements, the Company only generated revenues of approximately
$46,000 and $125,000, and it incurred net losses of approximately
$511,000 and $540,000 and cash flow deficiencies from operating
activities of approximately $312,000 and $490,000 for the three months
ended October 31, 2003 and 2002, respectively. The Company had a cash
balance of only $161,000, a working capital deficiency of $276,000 and
a stockholders' deficiency of approximately $255,000 as of October 31,
2003. These matters raise substantial doubt about the Company's ability
to continue as a going concern.
F-6
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation (concluded):
Although the Company's net losses included net noncash charges of
approximately $272,000 and $383,000 for the three months ended October
31, 2003 and 2002, respectively, primarily for the amortization of
unearned compensation and the issuance of common stock and stock
options in exchange for services, management believes that, in the
absence of a substantial increase in subscription revenues, it is
probable that the Company will continue to incur losses and negative
cash flows from operating activities through at least October 31, 2004
and that the Company will need to obtain additional equity or debt
financing to sustain its operations until it can market its services,
expand its customer base and achieve profitability.
As further explained in Note 4 herein, the Company entered into an
agreement with an investment partnership pursuant to which it has, in
effect, "put" options whereby, subject to certain conditions, it is
able to require the investment partnership to purchase shares of its
common stock from time to time at prices based on the market value of
its shares. The maximum aggregate purchase price under this equity line
is $10,000,000. This equity line became available in August 2002 and
expires in August 2004. As of October 31, 2003, the Company had
received gross proceeds of $1,885,000 from the exercise of "put"
options. Although the timing and amount of the required purchases under
the agreement are at the Company's discretion, the purchases are
subject to certain conditions as also explained in Note 4 herein and
the ability of the investment partnership to fund the purchases.
Management believes that the Company will be able to generate
sufficient revenues from its remaining facsimile transmission and web
site operations and obtain sufficient financing from its agreement with
the investment partnership or through other financing agreements to
enable it to continue as a going concern through at least October 31,
2004. However, if the Company cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that
date, the Company may be forced thereafter to restructure its
operations, file for bankruptcy or entirely cease its operations.
The accompanying condensed consolidated financial statements do not
include any adjustments related to the recoverability and
classification of assets or the amount and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
F-7
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 2 - Net earnings (loss) per share:
The Company presents "basic" earnings (loss) per share and, if
applicable, "diluted" earnings per share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per
Share". Basic earnings (loss) per share is calculated by dividing net
income or loss by the weighted average number of common shares during
each period (see Notes 1, 2 and 7 to the Audited Financial Statements).
The calculation of diluted earnings per share is similar to that of
basic earnings per share, except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if all potentially dilutive common shares, such as those
issuable upon the exercise of outstanding stock options and warrants,
were issued during the period and the treasury stock method had been
applied to the proceeds from their exercise.
As of October 31, 2003, there were options and warrants outstanding for
the purchase of a total of 3,585,000 shares of Class A and Series 1
Class B common stock (see Note 4 herein). However, diluted per share
amounts have not been presented in the accompanying condensed
consolidated statements of operations because the Company had a net
loss in the three months ended October 31, 2003 and 2002 and the
assumed effects of the exercise of the Company's stock options and
warrants that were outstanding during all or part of those periods
would have been anti-dilutive.
Note 3 - Income taxes:
As of October 31, 2003, the Company had net operating loss
carryforwards of approximately $25,853,000 available to reduce future
Federal and state taxable income which will expire from 2019 through
2024.
As of October 31, 2003, the Company's deferred tax assets consisted of
the effects of temporary differences attributable to the following:
Deferred revenues, net $ 21,000
Unearned compensation 2,123,000
Net operating loss carryforwards 10,326,000
------------
12,470,000
Less valuation allowance (12,470,000)
------------
Total $ -
============
Due to the uncertainties related to, among other things, the changes in
the ownership of the Company, which could subject its net operating
loss carryforwards to substantial annual limitations, and the extent
and timing of its future taxable income, the Company offset its net
deferred tax assets by an equivalent valuation allowance as of October
31, 2003.
F-8
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 3 - Income taxes (concluded):
The Company had also offset the potential benefits from its net
deferred tax assets by an equivalent valuation allowance during the
year ended July 31, 2003. As a result of the increases in the valuation
allowance of $170,000 and $3,000 during the three months ended October
31, 2003 and 2002, respectively, there are no credits for income taxes
reflected in the accompanying condensed consolidated statements of
operations to offset pre-tax losses.
Note 4 - Issuances of common stock and stock options:
Equity financing agreement:
As further explained in Note 4 to the Audited Financial
Statements, on April 9, 2002, the Company entered into an
equity line purchase agreement (the "2002 Equity Line
Agreement") with Cornell Capital Partners L.P. ("Cornell
Capital") pursuant to which the Company has, in effect, put
options whereby, subject to certain conditions, it can require
Cornell Capital to purchase shares of its Class A common stock
from time to time at an aggregate purchase price of
$10,000,000. The 2002 Equity Line Agreement became available
on August 28, 2002 and will extend for 24 months unless it is
terminated earlier at the discretion of the Company. The
purchase price will be 95% of the lowest closing bid price of
the Company's Class A common stock over a specified number of
trading days commencing on specified dates. Cornell Capital
shall be entitled to a cash fee equal to 5% of the gross
proceeds received by the Company from Cornell Capital in
connection with each put.
The timing and amount of the required purchases shall be at
the Company's discretion subject to certain conditions
including (i) a maximum purchase price to be paid by Cornell
Capital for each put of $500,000; (ii) at least five trading
days must elapse before the Company can deliver a new put
notice to Cornell Capital; (iii) the registration statement
covering the shares issuable to Cornell Capital pursuant to
the equity line must remain effective at all times and (iv) on
any given closing date, there shall be at least one bid for
the Class A common stock on the Nasdaq OTC Bulletin Board. In
addition, the obligation of Cornell Capital to complete its
purchases under the 2002 Equity Line Agreement is not secured
or guaranteed and, accordingly, if Cornell Capital does not
have available funds at the time it is required to make a
purchase, the Company may not be able to force it to do so.
During the three months ended October 31, 2003, no put options
were exercised. As of October 31, 2003, the Company had the
ability to require Cornell Capital to purchase shares of its
common stock pursuant to the 2002 Equity Line Agreement at an
aggregate purchase price of $8,115,000 through August 28,
2004.
F-9
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 4 - Issuances of common stock and stock options (continued):
Shares sold through private placement:
During the three months ended October 31, 2003, the Company
sold 35,000 shares of its Class A common stock and 1,500
shares of its Series 3 Class B common stock through a private
placement intended to be exempt from registration under the
Securities Act of 1933 and it received proceeds of $50,000.
Stock dividend:
During the three months ended October 31, 2003, the Company
issued an additional 6,709 shares of mandatorily redeemable
Series 2 Class B common stock based on required adjustments to
the number of shares originally issued in connection with a
stock dividend affected during the year ended July 31, 2003
(see Note 5 to the Audited Financial Statements).
Shares issued to pay salaries:
During the three months ended October 31, 2003, the Company
agreed to issue a total of 300,000 shares of its Class A
common stock with an aggregate fair value of $183,000 to pay
salaries, all of which was charged directly to expense.
Shares issued to consultants:
During the three months ended October 31, 2003, the Company
issued a total of 100,000 shares of its Class A common stock
with an aggregate fair value of $57,000 to pay for consulting
services. The fair value of the shares was originally charged
to unearned compensation and is being amortized to expense
over the terms of the consulting agreements.
Options and warrants issued for services:
As explained in Note 5 to the Audited Financial Statements,
the Company has issued, from time to time, stock options and
warrants for the purchase of common stock to employees as
compensation and to other nonemployees, including investment
analysts and commentators that have entered into agreements to
provide the Company with financial information that is
released to subscribers, as consideration for consulting,
professional and other services. As explained in Note 2 to the
Audited Financial Statements, the Company recognizes the cost
of such issuances based on the fair value of the equity
instruments issued over the periods in which the related
services are rendered in accordance with the provisions of
Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" ("SFAS 123").
F-10
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 4 - Issuances of common stock and stock options (concluded):
Options and warrants issued for services (concluded):
As of August 1, 2003, the Company had 3,420,454 shares of
Class A common stock and 164,546 shares of Series 1 Class B
common stock that were subject to outstanding options and
warrants issued to employees and nonemployees as compensation
for services. These options and warrants had exercise prices
ranging from $.02 to $6.00 and will expire at various dates
from July 2005 through March 2012. There were no options or
warrants issued, canceled or exercised during the three months
ended October 31, 2003.
The cost of the options and warrants, determined based on
their aggregate estimated fair values at the respective dates
of issuance, was initially charged directly to expense or to
unearned compensation and subsequently amortized to expense.
These options and warrants also include options for the
purchase of 1,750,000 shares of, effectively, Class A common
stock granted pursuant to the Company's 1999 Long-term
Incentive Plan (the "Incentive Plan") which provides for
individual awards to officers, employees, directors,
consultants and certain other individuals that may take the
form of stock options and certain other types of awards for
which the value is based in whole or in part upon the fair
market value of, effectively, the Company's Class A common
stock. The number of shares of Class A common stock that may
be subject to all types of awards under the Incentive Plan as
amended may not exceed 6,000,000 shares.
Note 5 - Notes payable to officers:
On April 1, 2002, two executive officers loaned the Company a total of
$400,000 subject to the terms and conditions of unsecured promissory
notes that, as amended, are payable on January 31, 2004 and bear
interest at an annual rate of 9%.
Note 6 - Legal proceedings:
The Company is involved in various legal proceedings. In the opinion of
management, these actions are routine in nature and will not have any
material adverse effects on the Company's consolidated financial
statements in subsequent periods.
F-11
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 7 - Commitments and contingencies:
On August 12, 2003, the Company entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") with Vertex Interactive,
Inc. ("Vertex") and its wholly-owned subsidiary, XeQute Solutions, Inc.
("XeQute"). Under the terms of the Asset Purchase Agreement, the
Company would establish a newly formed wholly-owned subsidiary which
would acquire the business of XeQute through the purchase of its assets
and the assumption of its liabilities. XeQute is a provider of supply
chain management technologies and services, including enterprise
software systems and applications, software/hardware maintenance
services and consulting services, which enable its customers to more
effectively manage their order, inventory and warehouse requirements.
Closing of the Asset Purchase Agreement was subject to the satisfaction
of various conditions by October 31, 2003, including, among others,
XeQute's ability to arrange financing from which the Company will
obtain $8,000,000 of proceeds upon terms and conditions satisfactory to
the Company, Vertex and XeQute, the provision of specified financial
information to the Company by XeQute and the ability of the parties to
agree upon various specific terms of the Asset Purchase Agreement.
The Asset Purchase Agreement was not closed by October 31, 2003.
Accordingly, the parties are not required to close the transaction
unless they choose to waive the closing date requirement. As of
December 15, 2003, the parties had not contractually extended the
permitted closing date and, accordingly, the Company is considering
other strategic alternatives. However, the provisions of the Asset
Purchase Agreement described below would become effective in the event
that the financing described above became available on terms
satisfactory to the Company and the parties set a new closing date.
As consideration for the transfer of the assets and liabilities of
XeQute, the Company would issue shares of its Class A common stock
which upon issuance would represent 54% of its outstanding common stock
on a fully diluted basis, and it would pay $3,500,000 out of the
proceeds of the $8,000,000 of financing to be arranged by XeQute. The
recipients of the shares of the Company's Class A common stock will be
restricted from registering those shares for sale prior to one year
after the closing of the financing agreements.
If the acquisition of XeQute is consummated, all of the executive
officers and directors of the Company would resign from those
positions. Although the executive officers and directors of the Company
would become employees of or consultants to the combined companies, the
combined companies would be managed and effectively controlled by the
executive officers and directors of XeQute. In addition, the
acquisition of 54% of the outstanding common stock of the Company on a
fully diluted basis by Vertex would result in a change in control of
the Company and, accordingly, the three senior executives of the
Company would be entitled to specified severance payments and
additional stock options.
F-12
JAG Media Holdings, Inc. and Subsidiaries
Notes To Condensed Consolidated Financial Statements
(Unaudited)
Note 7 - Commitments and contingencies (concluded):
Management of the Company cannot assure (i) that an amendment extending
the closing date (or a waiver thereof) will be entered into by the
parties to permit consummation of the agreement, or (ii) if such
amendment or waiver is provided, that the conditions to the proposed
transaction with XeQute will be met, or (iii) if such conditions are
met, that the transaction will be consummated.
* * *
F-13
Item 2. Management's Discussion and Analysis.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to accounts receivable, equipment, stock-based compensation,
income taxes and contingencies. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
The accounting policies and estimates used as of July 31, 2003, as outlined in
our previously filed Form 10-KSB, have been applied consistently for the three
months ended October 31, 2003.
Related party transactions
On April 1, 2002, two of our executive officers loaned JAG Media a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that,
as amended, are payable on January 31, 2004 and bear interest at an annual rate
of 9%.
Results of operations
Three months ended October 31, 2003 as compared to the three months ended
October 31, 2002
Revenues:
Revenues primarily consist of subscription revenues from annual, semi-annual,
quarterly and monthly subscriptions relating to our product "JAGNotes." JAGNotes
is a daily consolidated investment report that summarizes newly issued research,
analyst opinions, upgrades, downgrades, and analyst coverage changes from
various investment banks and brokerage houses. Until May 1999, JAGNotes was
faxed to a limited audience of financial professionals at an average monthly
charge of $150. During the year ended July 31, 1999, we began the process of
changing our focus to also include the retail investor by providing a variety of
investment information including but not limited to JAGNotes through our web
site. During the three months ended October 31, 2003, subscription revenues
decreased as compared to the three months ended October 31, 2002 with total
subscription revenues for the comparable periods of approximately $46,000 and
$125,000, respectively. This decrease is due to a lack of advertising and
continued customer awareness.
While our revenues do include revenues from other sources, these other revenues
are not material to our operations as a whole. In addition, we did not generate
any revenues from our subsidiary, JAG Company Voice LLC ("Company Voice"),
during the three months ended October 31, 2003. Company Voice was formed to
provide production and distribution services to small and medium sized publicly
traded companies.
Cost of revenues:
Cost of revenues includes the cost to transmit the product over the telephone
and fax lines, on-line service charges for our web site, costs in connection
with the development and maintenance of the web site, and payments to
commentators and employees for their reports that are posted on our web site.
During the three months ended October 31, 2003, cost of revenues decreased by
approximately $117,000 to approximately $81,000 from approximately $198,000
during the three months ended October 31, 2002.
During the three months ended October 31, 2002, consulting fees were
approximately $168,000 as compared to approximately $69,000 for the three months
ended October 31, 2003. Such fees included non-cash charges associated with the
amortization of unearned compensation arising from the issuance of options and
warrants of approximately $164,000 and $62,000 for the three months ended
October 31, 2002 and 2003, respectively. The decrease in consulting fees is a
result of the expiration of consulting contracts associated with commentators
for our JagNotes website offset by new consulting agreements associated with the
anticipated launch of Company Voice.
In addition, costs associated with the transmission of our product over
telephone and fax lines and costs associated with the maintenance of our web
site decreased commensurate with our decrease in revenues.
Selling expenses:
Selling expenses consist primarily of advertising and other promotional
expenses. During the three months ended October 31, 2003, selling expenses
increased approximately $2,000 to approximately $3,000 from their level of
approximately $1,000 during the three months ended October 31, 2002. This
increase results primarily from travel expenses incurred in connection with the
proposed XeQute transaction (described below) and other business development
matters.
General and administrative expenses:
General and administrative expenses consist primarily of compensation and
benefits for the officers, other compensation, occupancy costs, professional
fees and other office expenses. General and administrative expenses remained
relatively consistent during the three months ended October 31, 2003 as compared
to the three months ended October 31, 2002 with total general administrative
expenses of $465,000 and $464,000 for the comparable periods, respectively.
Net loss:
Primarily as a result of the above, we had a net loss of approximately $511,000
during the three months ended October 31, 2003 as compared to a net loss of
approximately $540,000 during the three months ended October 31, 2002.
Liquidity and Capital Resources:
We only generated revenues of approximately $46,000 and $125,000, and incurred
net losses of approximately $511,000 and $540,000 and cash flow deficiencies
from operating activities of approximately $312,000 and $490,000 for the three
months ended October 31, 2003 and 2002, respectively. We had a cash balance of
only $161,000, a working capital deficiency of $276,000 and a stockholders'
deficiency of approximately $255,000 as of October 31, 2003. These matters raise
substantial doubt about our ability to continue as a going concern.
Although our net losses included net noncash charges of approximately $272,000
and $383,000 for the three months ended October 31, 2003 and 2002, respectively,
primarily for the amortization of unearned compensation and the issuance of
common stock and stock options in exchange for services, management believes
that, in the absence of a substantial increase in subscription revenues, it is
probable that the we will continue to incur losses and negative cash flows from
operating activities through at least October 31, 2004 and that we will need to
obtain additional equity or debt financing to sustain its operations until it
can market its services, expand its customer base and achieve profitability.
We believe that we will be able to generate sufficient revenues from our
remaining facsimile transmission and web site operations and obtain sufficient
financing from our 2002 Equity Line Agreement described below or through other
financing agreements to enable us to continue as a going concern through at
least October 31, 2004. However, if we cannot generate sufficient revenues
and/or obtain sufficient additional financing, if necessary, by that date, we
may be forced thereafter to restructure our operations, file for bankruptcy or
entirely cease our operations.
On August 12, 2003, the Company entered into an Asset Purchase Agreement (the
"Asset Purchase Agreement") with Vertex Interactive, Inc. ("Vertex") and its
wholly-owned subsidiary, XeQute Solutions, Inc. ("XeQute"). Under the terms of
the Asset Purchase Agreement, the Company would establish a newly formed
wholly-owned subsidiary which would acquire the business of XeQute through the
purchase of its assets and the assumption of its liabilities.
XeQute is a provider of supply chain management technologies and services,
including enterprise software systems and applications, software/hardware
maintenance services and consulting services, which enable its customers to more
effectively manage their order, inventory and warehouse requirements.
Closing of the Asset Purchase Agreement was subject to the satisfication of
various conditions by October 31, 2003, including, among others, XeQute's
ability to arrange financing from which the Company will obtain $8,000,000 of
proceeds upon terms and conditions satisfactory to the Company, Vertex and
XeQute, the provision of specified financial information to the Company by
XeQute and the ability of the parties to agree upon various specific terms of
the Asset Purchase Agreement.
The Asset Purchase Agreement was not closed by October 31, 2003. Accordingly,
the parties are not required to close the transaction unless they choose to
waive the closing date requirement. As of December 15, 2003, the parties had not
contractually extended the permitted closing and accordingly we are currently
pursuing other strategic alternatives. However, the provisions of the Asset
Purchase Agreement described below would become effective in the event that the
financing described above became available on terms satisfactory to us and the
parties set a new closing date.
As consideration for the transfer of the assets and liabilities of XeQute, the
Company would issue shares of its Class A common stock which upon issuance would
represent 54% of its outstanding common stock on a fully diluted basis, and it
would pay $3,500,000 out of proceeds of an $8,000,000 financing to be arranged
by XeQute. The recipients of the shares of the Company's Class A common stock
will be restricted from registering those shares for sale prior to one year
after the closing of the financing agreements.
If the acquisition of XeQute is consummated, all of the executive officers and
directors of the Company would resign from those positions. Although the
executive officers and directors of the Company would become employees of or
consultants to the combined companies, the combined companies would be managed
and effectively controlled by the executive officers and directors of XeQute. In
addition, the acquisition of 54% of the outstanding common stock of the Company
on a fully diluted basis by Vertex would result in a change in control of the
Company and, accordingly, the three senior executives of the Company would be
entitled to specified severance payments and additional stock options.
Management of the Company cannot assure (i) that an amendment extending the
closing date (or a waiver thereof) will be entered into by the parties to permit
consummation of the agreement, or (ii) if such amendment or waiver is provided,
that the conditions to the proposed transactions with XeQute will be met or
(iii) if such conditions are met, that the transaction will be consummated.
We declared a special stock dividend to our pre-merger stockholders. To effect
such dividend, we designated a new series of Class B common stock which is
issuable by dividend to our stockholders of record as of the close of business
on April 14, 2003, the stated record date, in the ratio of one share of Series 2
Class B common stock for every 100 shares of Class A common stock. Such shares
of Series 2 Class B common stock would be redeemable, which redemption by us
shall be mandatory to the fullest extent permitted by laws within six months
following final resolution of our pending lawsuit in Texas federal court against
various brokerage firms, at a redemption price which is the greater of (a) par
value or (b) ninety percent of the net proceeds to us of such lawsuit after
payment of fees and expenses incurred in connection with such lawsuit and all
taxes on net income accrued or paid with respect to such net amount. The stock
dividend is intended to insure that the principal benefits of our pending
lawsuit accrue to our pre-merger investors. As of October 31, 2003, we have
recorded $4 representing the par value of the 380,829 shares of Series 2 Class B
common stock that are to be issued.
Our cash and cash equivalent position of approximately $161,000 as of October
31, 2003 results primarily from sales of shares of our common stock pursuant to
an equity line agreement and a private placement completed during the three
months ended October 31, 2003 described below.
On April 9, 2002, we entered into an equity line purchase agreement (the "2002
Equity Line Agreement") with Cornell Capital Partners L.P. ("Cornell Capital")
pursuant to which we have, in effect, put options whereby, subject to certain
conditions, we can require Cornell Capital to purchase shares of our Class A
common stock from time to time at an aggregate purchase price of $10,000,000.
The 2002 Equity Line Agreement became available to us on August 28, 2002, and
will remain available for a period of 24 months thereafter unless it is
terminated earlier by us in our sole discretion. The purchase price will be 95%
of the lowest closing bid price of our Class A common stock over a specified
number of trading days commencing on specified dates. Cornell Capital shall be
entitled to a cash fee equal to 5% of the gross proceeds received by the Company
from Cornell Capital in connection with each put. The timing and amount of the
required purchases shall be at our discretion subject to certain conditions
including (i) a maximum purchase price to be paid by Cornell Capital for each
put of $500,000; (ii) a requirement that at least five trading days must elapse
before we can deliver a new put notice to Cornell Capital; (iii) the
registration statement covering the shares issuable to Cornell Capital pursuant
to the equity line must remain effective at all times and (iv) on any given
closing date, there shall be at least one bid for the Class A common stock on
the Nasdaq OTC Bulletin Board. In addition, the obligation of Cornell Capital to
complete its purchases under the 2002 Equity Line Agreement is not secured or
guaranteed and, accordingly, if Cornell Capital does not have available funds at
the time it is required to make a purchase, we may not be able to force it to do
so. We have issued 10,000 shares of our Class A common stock to a placement
agent as of the effective date as consideration for their services in connection
with the 2002 Equity Line Agreement.
During the three months ended October 31, 2003, no put options were exercised
pursuant to the 2002 Equity Line Agreement. As of October 31, 2003, we had the
ability to require Cornell Capital to purchase shares of our common stock
pursuant to the 2002 Equity Line Agreement at an aggregate purchase price of
$8,115,000 through August 28, 2004.
During the three months ended October 31, 2003, we thought it would be prudent
to diversify our sources of financing beyond our current private equity line.
On, September 25, 2003, we sold 35,000 shares of Class A common stock and 1,500
shares of Series 3 Class B common stock through a private placement intended to
be exempt from registration under the Securities Act of 1933 and received
proceeds of $50,000.
During the three months ended October 31, 2003, the Company issued an additional
6,709 shares of mandatorily redeemable Series 2 Class B common stock based on
required adjustments to the number of shares originally issued in connection
with a stock dividend affected during the year ended July 31, 2003.
On April 1, 2002, two of our executive officers loaned JAG Media a total of
$400,000 subject to the terms and conditions of unsecured promissory notes that,
as amended, are payable on January 31, 2003 and bear interest at an annual rate
of 9%.
In addition, during the three months ended October 31, 2003, we issued 400,000
shares of Class A common stock with a fair value of $240,000 in exchange for
services.
During the three months ended October 31, 2003, we used cash of approximately
$312,000 in our operations of which approximately $73,000 was used to reduce
accounts payable and accrued expenses and the remainder to primarily fund our
net loss.
We do not believe that our business is subject to seasonal trends or inflation.
On an ongoing basis, we will attempt to minimize any effect of inflation on our
operating results by controlling operating costs and whenever possible, seeking
to insure that subscription rates reflect increases in costs due to inflation.
The FASB and the Accounting Standards Committee of the American Institute of
Certified Public Accountants had issued certain accounting pronouncements as of
October 31, 2003 that will become effective in subsequent periods; however, we
do not believe that any of those pronouncements would have significantly
affected our financial accounting measurements or disclosures had they been in
effect during the three months ended October 31, 2003 and 2002 or that they will
have a significant effect at the time they become effective.
Item 3. Disclosure Controls and Procedures.
As of the end of the fiscal quarter ended October 31, 2003, our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures that we have in place with respect to the accumulation and
communication of information to management and the recording, processing
summarizing and recording thereof. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in alerting them in a timely manner to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in our periodic SEC filings.
In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
During the fiscal quarter ended October 31, 2003, there has not occurred any
change in JAG Media's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, JAG Media's
internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
On June 20, 2002, JAG Media Holdings, Inc. and its President and Chief Executive
Officer, Gary Valinoti, filed a complaint in the 165th District Court of Harris
County, Texas against over 150 brokerage firms, alleging, among other things, a
conspiracy among the defendants to short sell JAG Media stock. The original
lawsuit was subsequently amended on June 24, 2002 and was recently removed to
the United States District Court for the Southern District of Texas. The
plaintiffs subsequently filed a motion in the United States District Court for
the Southern District of Texas to have the action remanded back to the state
court where it was originally commenced. That motion was denied and the action
is proceeding in the federal district court. The discovery process has begun,
and the plaintiffs are currently pursuing document production and the names and
locations of certain fact witnesses and corporate representatives. On October 1,
2003, the Court denied various motions to dismiss made on behalf of the
defendants. However, in its ruling, the Court indicated that all motions to
dismiss could have been granted in light of the defective pleadings made by
plaintiffs and allowed plaintiffs 20 days to file an amended complaint to comply
with certain pleading requirements of the Court. Plaintiffs filed an amended
complaint within the required period.
In this action, the plaintiffs seek an immediate accounting of all short
positions, an accounting of all profits made by defendants in trading JAG Media
stock, disgorgement of any profits made by the defendants, actual damages
incurred as a result of the defendant's trading activities, exemplary damages
for the defendants' intentional conduct and attorneys fees and costs incurred as
a result of this litigation. In our view, unusual patterns of trading suggest a
substantial illegal short position in our shares, which we hope to verify
through various pre-trial procedures.
There are no currently pending material lawsuits or similar administrative
proceedings against JAG Media and, to the best of our knowledge, there is
presently no basis for any other suit or proceeding.
Item 2. Changes in Securities and Use of Proceeds.
Pursuant to a Subscription Agreement, dated as of September 25, 2003, Kuekenhof
Equity Fund LP purchased (a) 35,000 shares of our Class A common stock and (b)
1,500 shares of our Series 3 Class B common stock, par value $0.00001 per share,
for a total consideration of $50,000.00. The issuance of such securities was
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof.
1
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Proposed Acquisition of XeQute Solutions, Inc.
We announced on August 12, 2003 that we had entered into an Asset Purchase
Agreement with Vertex Interactive, Inc., a New Jersey corporation ("Vertex"),
XeQute Solutions PLC, an English company and wholly owned subsidiary of Vertex
("PLC"), and PLC's wholly owned subsidiary, XeQute Solutions, Inc., a Delaware
corporation ("XeQute" and together with Vertex and PLC, the "Sellers"). XeQute,
based in Paramus, New Jersey, is a provider of supply chain management
technologies and services, including enterprise software systems and
applications, software/hardware maintenance services and consulting services,
which enable its customers to more effectively manage their order, inventory and
warehouse requirements.
The Asset Purchase Agreement provides for a closing by October 31, 2003. This
date has since passed and the transaction has not yet closed. Accordingly,
neither party would now be required to close the transaction unless it chose to
waive the closing date requirement. The parties have not contractually extended
the permitted closing date pending confirmation of the availability of the
financing described below. In the event that such financing is confirmed and we
and the Sellers set a new closing date, the provisions of the Asset Purchase
Agreement are described below.
There is no assurance (i) that an amendment extending the closing date (or a
waiver thereof) will be entered into by the parties to permit consummation of
the agreement or (ii) if such amendment or waiver is provided, that the
conditions to the proposed transaction with XeQute will be met, or (iii) if such
conditions are met, that the transaction will be consummated.
As of the date of this filing, the parties have not abandoned the proposed
transaction with XeQute. However, the Board of Directors of JAG Media is
currently considering strategic alternatives to this transaction. Unless the
Sellers are able to obtain a commitment from a reputable source to provide the
financing required to consummate the transaction on terms and conditions
satisfactory to the Board, the Board does not expect to authorize an extension
of the Asset Purchase Agreement.
Under the terms of the Asset Purchase Agreement, we would establish a newly
formed wholly owned subsidiary which would purchase the assets and assume
certain liabilities of XeQute.
2
Upon closing of the transaction, in consideration of the transfer of the assets
and liabilities of XeQute as described above, we would issue shares of our Class
A common stock, to XeQute, which upon issuance would represent 54.0% of our
outstanding common stock on a fully diluted basis. Such shares of Class A common
stock will be subject to a post-closing lock-up provision restricting the shares
from being registered for sale prior to one year after the closing of the
transaction. In addition, we will pay to the Sellers $3.5 million out of the
proceeds of an $8.0 million financing to be consummated at the closing upon
terms and conditions satisfactory to both us and the Sellers.
The closing is subject to various conditions, including, among others, XeQute
arranging the financing referred to above, the parties agreeing upon various
schedules to the Asset Purchase Agreement, and XeQute providing us with complete
audited financial statements for the business of XeQute for the two fiscal years
through September 30, 2003.
Shares of the JAG Media Holdings, Inc. to be offered and sold pursuant to the
Asset Purchase Agreement will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
such registration or an applicable exemption from such registration
requirements. This disclosure shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the shares of
JAG Media Holdings, Inc. in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
applicable securities laws, or absent the availability of an exemption from such
registration or qualification requirements.
At the closing of the transaction, our current management team consisting of
Gary Valinoti (Chief Executive Officer), Thomas J. Mazzarisi (Chief Financial
Officer, Executive Vice President and General Counsel) and Stephen J. Schoepfer
(Chief Operating Officer and Executive Vice President), would resign from their
positions as executive officers and directors of JAG Media Holdings, Inc. but
would continue to be involved as consultants or employees to our JAG Media LLC
operating subsidiary. The transaction with XeQute would also trigger the
change-in-control provisions in the existing employment agreements of our
current management team, resulting in the issuance of new options to acquire
shares of our stock and severance payments to such individuals.
Upon the closing, we would also take various corporate actions, including an
appropriate name change to better reflect the new overall business of the
Company, the election of new XeQute nominees to the Board of Directors and a
recapitalization pursuant to which our Class A common stock and Series 1 Class B
common stock, par value $0.00001 per share, will be exchanged for a new class of
common stock on a one-for-one basis. Shares of the new common stock shall be
issued and traded in certificated form only, may not be registered in the name
of a nominee such as Cede & Co. or The Depository Trust Company and at all times
the name of the beneficial owner of such shares shall be reflected on the face
of the certificate. The new shares of common stock would also reflect our new
corporate name and would have a new CUSIP number and ticker symbol.
3
Loans from Officers of the Company.
On October 14, 2003, Thomas J. Mazzarisi, our Executive Vice President, Chief
Financial Officer and General Counsel, agreed to extend the maturity date of
that certain $200,000 promissory note issued by us to Mr. Mazzarisi to the
earlier of (i) December 17, 2003 or (ii) the effective date of a "Change in
Control" of JAG Media, as such term is defined in our Long-Term Incentive Plan.
In exchange for this extension, we agreed to increase the interest rate of the
notes from 2.69% to 9.0% retroactively to April 1, 2002. On December 12, 2003,
Mr. Mazzarisi agreed to further extend the maturity date of the note to the
earlier of (i) January 31, 2004 or (ii) the effective date of a "Change in
Control" of JAG Media, as such term is defined in our Long-Term Incentive Plan.
On October 14, 2003, Stephen J. Schoepfer, our Executive Vice President and
Chief Operating Officer, agreed to extend the maturity date of that certain
$200,000 promissory note issued by us to Mr. Schoepfer to the earlier of (i)
December 17, 2003 or (ii) the effective date of a "Change in Control" of JAG
Media, as such term is defined in our Long-Term Incentive Plan. In exchange for
this extension, we agreed to increase the interest rate of the notes from 2.69%
to 9.0% retroactively to April 1, 2002. On December 12, 2003, Mr. Schoepfer
agreed to further extend the maturity date of the note to the earlier of (i)
January 31, 2004 or (ii) the effective date of a "Change in Control" of JAG
Media, as such term is defined in our Long-Term Incentive Plan.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
4.24 Amendment, dated October 14, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Thomas J. Mazzarisi (1).
4.25 Amendment, dated October 14, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Stephen J. Schoepfer (1).
4.26 Amendment, dated December 12, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Thomas J. Mazzarisi.
4.27 Amendment, dated December 12, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Stephen J. Schoepfer.
10.38 Asset Purchase Agreement, dated August 12, 2003, by and among the
Registrant, Vertex Interactive, Inc., XeQute Solutions PLC and XeQute
Solutions, Inc. (2)
4
10.39 Subscription Agreement, dated as of September 25, 2003, between the
Registrant and Kuekenhof Equity Fund L.P. (1)
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.
(1) Filed with the Commission as an exhibit to our Annual Report on Form 10-KSB
on November 13, 2003.
(2) Filed with the Commission as an exhibit to our Current Report on Form 8-K/A
on August 21, 2003.
(b) Reports on Form 8-K.
The Company filed the following reports on Form 8-K during the three month
period ended October 30, 2003:
o Current Report on Form 8-K filed with the Commission on August 13, 2003, as
amended on August 21, 2003, which disclosed (a) the terms and conditions of
our Asset Purchase Agreement, dated as of August 12, 2003, with Vertex
Interactive, Inc., XeQute Solutions PLC and XeQute Solutions, Inc.,(b) the
Certificate of Designation for our Series 3 Class B Common Stock, (c) our
Subscription Agreement, dated as of June 19, 2003 (as amended), with Bay
Point Investment Partners LLC, and (d) our Placement Agent Agreement, dated
as of June 19, 2003 (as amended), with RMC 1 Capital Markets.
5
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JAG MEDIA HOLDINGS, INC.
Date: December 19, 2003 By: /s/ Gary Valinoti
-------------------
Name: Gary Valinoti
Title: President and Chief
Executive Officer
Date: December 19, 2003 By: /s/ Thomas J. Mazzarisi
-------------------------
Name: Thomas J. Mazzarisi
Title: Executive Vice President,
Chief Financial Officer and
General Counsel
EXHIBIT INDEX
-------------
4.26 Amendment, dated December 12, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Thomas J. Mazzarisi.
4.27 Amendment, dated December 12, 2003, to Promissory Note, dated April 1,
2002 in the amount of $200,000 issued to Stephen J. Schoepfer.
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.