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 quarterly period ended June 30, 2002
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period _____ to______
COMMISSION FILE NUMBER
0-32931
Mentor Capital Consultants, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 84-1569905
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4940 Pearl East Circle, Suite 104, Boulder, Colorado 80301 (303) 444-7755
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(Address of Principal Executive Offices, including
Registrant's zip code and telephone number)
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Former name, former address and former fiscal year, if changed
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 []
The number of shares of the registrant's common stock as of July 31, 2002:
16,920,312 shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Financial Statements of
Mentor Capital Consultants, Inc.
(A Development Stage Enterprise)
For the three and six month periods ended June 30, 2002
1<page>
MENTOR CAPITAL CONSULTANTS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
June 30, 2002 December 31, 2001
----------------------------------------
(Unaudited) (Audited)
ASSETS
Current assets
Cash $ 78,561 $ 513,057
Accounts receivable 10,000 5,000
Prepaid expenses & other 2,500 3,636
----------------------------------------
Total current assets 91,061 521,693
Property and equipment
Property and equipment 142,020 133,216
Less accumulated depreciation (42,220) (30,167)
----------------------------------------
Property and equipment, net 99,800 103,049
Marketable securities (Note 2) 133,650 -
Deferred offering costs 21,423 -
Deposits 6,132 3,132
----------------------------------------
Total assets $ 352,066 $ 627,874
========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 94,096 $ 64,605
Accrued expenses - 25,238
Deposits payable 10,000 -
----------------------------------------
Total current liabilities 104,096 89,843
Stockholders' equity (Note 3)
Preferred stock, $.0001 par value,
25,000,000 shares authorized, none
issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
16,840,312 and 16,541,612 shares
issued and outstanding at June 30,
2002 and December 31, 2001,
respectively 1,684 1,654
Additional paid-in capital 2,513,969 2,290,536
(Deficit) accumulated during the
development stage (2,267,683) (1,754,159)
----------------------------------------
Total stockholders' equity 247,970 538,031
----------------------------------------
Total liabilities and
stockholders' equity $ 352,066 $ 627,874
========================================
See accompanying summary of accounting policies and notes
to financial statements
2<page>
MENTOR CAPITAL CONSULTANTS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
During Three Months Six Months
Development Ended June 30 Ended June 30
Stage 2002 2001 2002 2001
--------------------------------------------------------------
Revenue
Consulting
revenues $ 487,350 $ 371,250 $ 8,500 $ 414,350 $ 16,000
Operating
expenses
Cost of
revenues 94,107 - 15,918 29,885 36,707
Selling,
general and
administrative 2,636,980 560,859 250,908 885,682 526,400
Depreciation 42,220 6,081 5,012 12,053 9,331
--------------------------------------------------------------
Total operating
expenses 2,773,307 566,940 271,838 927,620 572,438
--------------------------------------------------------------
Income (loss)
from operations (2,285,957) (195,690) (263,338) (513,270) (556,438)
Other income
(expense), net
Other income 6,200 - - - -
Interest income
(expense), net 14,363 132 4,876 865 14,248
Franchise tax (2,289) - - (1,119) (1,170)
--------------------------------------------------------------
Total other
income
(expense),
net 18,274 132 4,876 (254) 13,078
--------------------------------------------------------------
Net income (loss) $(2,267,683) $ (195,558) $ (258,462) $ (513,524) $ (543,360)
==============================================================
Net income (loss)
per share, basic
and diluted $ (0.15) $ (0.01) $ (0.02) $ (0.03) $ (0.03)
v
Weighted average
number of
common shares
outstanding,
basic and
diluted 15,070,246 16,673,636 15,552,512 16,611,357 15,541,262
==============================================================
See accompanying summary of accounting policies and notes
to financial statements
3<page>
MENTOR CAPITAL CONSULTANTS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
During
Development Six Months Ended June 30
Stage 2002 2001
--------------------------------------------
Cash flows from operating
activities:
Net (loss) $ (2,267,683) $ (513,524) $ (543,360)
Adjustments to reconcile net
(loss) to cash (used) by
operations:
Fair value of warrants received
in exchange for services
provided (371,250) (371,250) -
Warrants exchanged and recorded
as marketing expense 237,600 237,600 -
Depreciation 42,220 12,053 9,331
Issuance of common stock and
options for services 185,371 27,223 33,169
Issuance of employee stock options 10,950 - 10,950
Change in assets and liabilities:
Accounts receivable (10,000) (5,000) -
Other current assets (2,500) 1,136 (300)
Accounts payable 94,096 29,491 -
Other current liabilities 5,688 5,688 (20,844)
Accrued expenses 4,312 (20,926) -
Deposits (6,132) (3,000) 956
--------------------------------------------
Net cash (used) by operating
activities $ (2,077,328) $ (600,509) $ (510,098)
Cash flows from investing
activities:
Purchases of property and
equipment (142,020) (8,804) (25,913)
--------------------------------------------
Net cash (used) by investing
activities (142,020) (8,804) (25,913)
Cash flows from financing
activities:
Proceeds from issuance of
common stock 2,580,013 196,240 -
Offering costs (282,104) (21,423) (54,236)
--------------------------------------------
Net cash provided (used) by
financing activities 2,297,909 174,817 (54,236)
--------------------------------------------
Net increase (decrease) in cash $ 78,561 $ (434,496) $ (590,247)
Cash, beginning of period - 513,057 934,233
--------------------------------------------
Cash, end of period $ 78,561 $ 78,561 $ 343,986
============================================
Supplemental disclosure of
non-cash investing and
financing activities:
Issuance of common stock and
options for services $ 185,371 $ 27,223 $ 33,169
============================================
Issuance of employee stock
options at less than fair
market value $ 10,950 - $ 10,950
============================================
Interest paid $ 9,072 $ 130 $ 192
============================================
See accompanying summary of accounting policies and notes
to financial statements
4<page>
MENTOR CAPITAL CONSULTANTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of the Business and Summary of Significant Accounting
Policies
Description of the Business
Mentor Capital Consultants, Inc. (the "Company" and "MentorCap") was
incorporated in the State of Delaware on March 13, 2000.
The Company was organized to provide strategic business planning, marketing,
consulting and venture services to small and medium sized businesses; and
through wholly owned affiliates or business alliances, to provide specialized
investment banking, investment advisory and related services to its clients.
The Company formed a wholly owned subsidiary, MCAP Investment Banking Services,
Inc. on September 6, 2001 in expectation of being approved by the NASD as a
broker/dealer. On March 14, 2002, the NASD approved the broker/dealer license
for MCAP Investment Banking Services, Inc. MCAP Investment Banking Services
intends to provide funding services for its clients and MentorCap's wholly owned
subsidiaries.
For the period March 13, 2000 (Inception) to June 30, 2002, the Company has been
in the development stage. The Company's activities since inception have
consisted of developing and refining its business plan, raising capital and
initial business plan implementation.
From inception to June 30, 2002, the Company has revenues of $487,350 and has
expensed costs in the amount of $2,755,033 during the development stage. The
Company has maintained adequate cash resources through its private placement and
self-directed initial public offering.
Consolidated Financial Statements
The consolidated financial statements include the Company and its wholly owned
subsidiaries, MentorCap Marketing Partners, Inc. (formerly known as IPO
Management Group, Inc.), MentorCap Licensing Partners, Inc. (formerly known as
IPO Marketing Group, Inc.), IPO Investor Services, Inc., AeroGrow International,
Inc. and MCAP Investment Banking Services, Inc. Significant intercompany
accounts and transactions, if any, have been eliminated. MCAP Investment
Banking Services, Inc. is the only active subsidiary. The other subsidiaries
are currently inactive and have had no operating activities for the period since
inception through June 30, 2002.
Basis of Presentation
The accompanying financial statements have been prepared by management in
accordance with basic rules established by the Securities and Exchange
Commission for Form 10-QSB. Not all financial disclosures required to present
the financial position and results of operations in accordance with generally
accepted accounting principles are included herein. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2001 audited
financial statements on Form 10-KSB to the Securities and Exchange Commission
filed on March 26, 2002. In the opinion of management, all accruals and
adjustments (each of which is of a normal recurring nature) necessary for a fair
presentation of the financial position as of June 30, 2002 and the results of
operations for the three-month and six-month periods then ended have been made.
Significant accounting policies have been consistently applied in the interim
unaudited financial statements and the audited financial statements.
5<page>
MENTOR CAPITAL CONSULTANTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
Note 2 - Marketable Securities and Warrant Received in Exchange for Services
On June 28, 2002 the Company, as a success fee, was granted a warrant to
purchase 375,000 fully paid and non-assessable shares of JOMY Safety Products,
Inc. ("JOMY") common stock; $0.001 par value per share, at an exercise price of
$0.01 per share for three years. The warrants are immediately vested. The
Company has recorded revenue of $371,250 for the three-month period ended June
30, 2002 as it has completed all service performance requirements to JOMY and
thus, has earned the warrants. The warrants were recorded at fair value as
determined in accordance with the Black-Scholes valuation model.
Immediately thereafter, the Company provided 240,000 of the warrants received
from JOMY to certain of the Company's accredited investors who participated in
the direct public offering of JOMY. The warrants provided to the Company's
investor network were recorded as an expense at a fair value equal to those
received or a total of $237,600 for the three-month period ended June 30, 2002.
The Company gave away these warrants as an incentive to the investors in its
network to continue to participate in future direct public offerings with which
the Company may assist its client companies. The transaction is considered a
promotions expense by the Company.
As a result, the Company as of June 30, 2002 maintains an investment equal to
$133,650 representing the fair value of the warrants the Company has remaining
in JOMY. The Company is accounting for this investment as if the security is
available for sale and will continue to value its investment in JOMY warrants at
fair value in future periods and record any declines to that fair value in
accordance with FASB Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities. However, the Company cannot record increases in
fair value since the security is not currently traded on an active exchange.
Note 3 - Shareholders' Equity
During the period from March 13, 2000 (Inception) to December 31, 2000, the
Company issued a private placement memorandum under Regulation D, Rule 504 of
the Securities and Exchange Act of 1933, as amended, for the purpose of raising
capital for administrative costs, marketing costs, capital expenditures and for
the establishment of a cash reserve. Pursuant to the private placement, the
Company sold 1,279,500 shares at $0.25 per share and 2,365,500 shares at $0.50
per share.
The Company also issued 178,262 shares at $0.25 and $0.50 per share to
consultants for services provided in the period from March 13, 2000 (Inception)
to December 31, 2000.
During the year ended December 31, 2001, the Company continued its private
placement offering initiated in 2000 and issued common stock to new investors at
$.25 per share for 300,250 shares, and at $.50 per share for 375,000 shares.
Offering costs of $33,238 were incurred and recorded as an offset against the
proceeds from the private placement offering in the year ended December 31,
2001.
Through its initial public offering dated July 5, 2001, the Company issued
common stock to new investors at $2.00 per share for 292,700 shares. The common
stock was offered in units. Each unit is comprised of two shares of common
stock and two warrants to purchase additional shares of common stock. Each
warrant is exercisable to purchase a share of common stock at prices of $3.00
and $4.00 per share, respectively. A total of 292,700 warrants were issued in
conjunction with the public offering. The warrants are exercisable over a
period not to exceed 18 months commencing six months from the effective date of
the initial registration statement. The Company, at its option, may redeem the
warrants at a price of $0.01 per warrant at any time during the exercise period
if the stock price, as traded on a national securities exchange, equals or
exceeds $5.00 per share for a period of 20 consecutive days. No assignment of
fair
6<page>
MENTOR CAPITAL CONSULTANTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
Note 3 - Shareholders' Equity (cont.)
value was assigned to the warrants issued but any future exercises will dilute
the holdings of current and future shareholders. Offering costs of $227,159
were incurred and recorded as an offset against the
proceeds from the public offering in the year ended December 31, 2001when the
initial public offering expired.
On February 25, 2002, the Company filed its second pubic offering. During the
three months ended March 31, 2002, a total of 8,000 shares and 8,000 warrants
were issued in conjunction with the second public offering, raising an
additional $16,000 for the Company. As of June 30, 2002, all of the
aforementioned warrants remain outstanding.
The Company filed a post-effective amendment to its second registration
statement that became effective May 1, 2002. Pursuant to such amendment,
management reduced the price from $2.00 per share or $4.00 per unit to $1.00 per
share or $2.00 per unit in order to expedite the sale of the offering. In
addition, the warrants were reduced from $3.00 per share and $4.00 per share to
$1.50 per share and $2.00 per share respectively. The composition of each unit
remained the same as well as the number of units offered. The
Company issued shares to investors in our initial public offering pursuant to
our amended registration statement.
During the three months ended June 30, 2002, a total of 290,700 shares and
290,700 warrants were issued in conjunction with the second public offering,
raising an additional $269,000 for the Company. As of June 30, 2002, all of the
aforementioned warrants remain outstanding.
The Company also issued 279,510 shares at $0.25, $0.40, $0.50, $1.00 and $2.00
per share to consultants for services provided during the period from March 13,
2000 (Inception) to June 30, 2002. These shares were valued based on the price
at which shares were being issued at the time services were rendered.
The Company's Articles of Incorporation authorize the issuance of 25,000,000
shares of preferred stock with $.0001 par value. The preferred stock may be
issued from time to time with such designation, rights, preferences and
limitations as the Board of Directors may determine by resolution. As of June
30, 2002, no shares of preferred stock have been issued.
Note 4 - Related Party Transactions
For the three-month and six-month periods ended June 30, 2002, a director of the
Company, who is a partner in the law firm of Kranitz and Philipp, was paid legal
fees of $5,000 and $10,000, respectively. In addition, for the three-month and
six-month periods ended June 30, 2002, the Company retained several consultants
who received common stock options and their fees for services provided totaled
$32,866, and $47,163, respectively.
7<page>
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Revenue
For the three-months ended June 30, 2002, and 2001, we had revenue of $371,250
and $8,500, respectively. During the three months ended June 30, 2002, the
Company earned a success fee in the form of a warrant to purchase 375,000 fully
paid and non-assessable shares of JOMY Safety Products, Inc. common stock;
$0.001 par value per share, at an exercise price of $0.01 per share for three
years. During the six months ended June 30, 2002 and 2001, we had revenue of
$414,350 and $16,000, respectively. The major reason for the increase in
revenues is reflected by the warrant grant of 375,000 shares of common stock
valued at $.99 per share or $371,250.
Operating Expenses
For the three-months ended June 30, 2002, and 2001, operating expenses
increased by $295,102 or 108.6%. For the six-months ended June 30, 2002, and
2001, operating expenses increased $355,182 or 62.0%.
The increases in operating expenses primarily reflect the $237,600 marketing
expenses associated with providing 240,000 of the warrants received from JOMY
Safety Products, Inc. to the Company's accredited investors who participated in
the direct public offering of JOMY Safety Products, Inc. In addition, there were
costs associated with the building of the Company's management infrastructure,
refining and implementing the business plan, advertising, development of the
Company's proprietary software program, costs to formulate the broker/dealer
operation, and legal and accounting costs associated with being a public
company.
For the three-months ended June 30, 2002, and 2001, other income (expense)
net, was $132 and $4,876, respectively. For the six months ended June 30, 2002
and 2001 other income (expense) net, was $865 and $14,248 respectively. The net
decrease in 2002 versus 2001 for both periods was due to interest income
generated during 2001 from the Company's money market account as a result of
funds raised through its private placement.
Net Income (Loss)
For the three-months ended June 30, 2002, we incurred a net (loss) of
($195,558) compared with a net (loss) of ($258,462) for the same period ended
June 30, 2001. We have had a net (loss) from operations for each quarterly
period since inception. From inception to June 30, 2002, we incurred a net
(loss) of ($2,267,683) or ($0.15) per share.
Our net operating (losses) improved for both the three-months and six-months
ended June 30, 2002 as compared to 2001 primarily due to the recognition of
revenue from the warrant grant from JOMY Safety Products, Inc. The losses
continued due to the building of the Company's management infrastructure,
implementing our business plan, development of the Company's proprietary
software program, the formulation of our broker/dealer operation, advertising,
and legal and accounting costs related to being a public company.
We expect to continue to grow the Company through the further refinement and
implementation of its business plan.
8<page>
Results of Operations (cont.)
The Company has identified two distinct business strategies. One is to assist
companies in funding their businesses through direct public offerings, which may
be supported by our wholly owned broker/dealer subsidiary, MCAP Investment
Banking Services, Inc.
Its second strategy utilizes its wholly owned subsidiary, MentorCap Marketing
Partners, Inc., to identify companies or inventors with proprietary,
breakthrough consumer products. It then forms strategic product development and
marketing alliances, protected by exclusive worldwide direct marketing rights,
for the purpose of marketing its own branded products.
To date, the Company has researched and analyzed over 1,500 companies that
have responded to its radio campaigns, seeking its services. From those, it
selected three companies that best met the criteria of its two core business
strategies. They are JOMY Safety Products, Inc., AgriHouse, LLC, and VPT, LLC.
In March 2002, the Company formed a wholly owned subsidiary, AeroGrow
International, Inc., to develop and direct market a state-of-the-art consumer
aeroponic vegetable, herb and flower kitchen crop appliance. On June 25, 2002,
the Company signed a joint product development agreement with AgriHouse LLC, a
nationally recognized company in the aeroponic field. This agreement calls for
AgriHouse LLC, which has already developed a patented commercial product, to
bring its patented technology, knowledge and expertise to work with the Company
to develop a low cost consumer aeroponic unit; called the "Vegetable Herb and
Flower Garden". The Company's intent is to market the product and additional
accessories direct to the consumer at the current estimated price of $99 in the
U.S. and Canada; followed by sales through retailers such as Wal-Mart, Target,
Costco, or Sam's Club. Upon a successful North American launch, the Company
intends to market the product in Europe and Japan through joint ventures. The
ten year agreement gives the Company exclusive worldwide marketing rights to
consumers using direct mail, print advertising, web solicitation, radio and
television commercials and infomercials. In addition, the Company signed a
ten-year worldwide non-exclusive licensing agreement with the same company to
market its ODC/Beyond plant nutrient and growth enhancer.
On July 19, 2002, the Company signed a joint product development agreement
with VPT, LLC, a company with worldwide marketing rights to a product currently
being sold as the "IQ Voice Organizer". This agreement calls for VPT, LLC to
bring its marketing rights agreement, including its patent rights, knowledge and
expertise to work with the Company to develop a state-of-the-art portable voice
recorder which marries patented voice recognition technology with a digital
recorder to be called the "Voice Reminder". The Company's intent is to market
the product direct to the consumer at the current estimated price of $129 in the
U.S. and Canada. Upon a successful North American launch the company intends to
market the product in Europe and Japan through joint ventures. The ten year
agreement gives the Company exclusive worldwide marketing rights to consumers,
using direct mail, print advertising, web solicitation, radio and television
commercials and infomercials. Certain members of management in the Company were
originally responsible for the design, development and marketing of the "IQ
Voice Organizer" in a previous association with another company.
8<page>
Financial Condition
Liquidity; Commitments for Capital Resources; and Sources of Funds
As we have been in the development stage to date, there has been little
liquidity from operations. Liquidity has been generated by utilizing the
proceeds of a private placement of common stock during 2000 and the first half
of 2001and from proceeds generated from our ongoing self-directed public
offering during the final quarter of 2001 through the second quarter of 2002.
We anticipate our principal sources of liquidity during the remaining portion of
2002 will be cash from operations and net proceeds from our ongoing public
offering.
We do not currently have any major capital commitments.
Changes in Assets and Liabilities
As of June 30, 2002 our cash balance was $78,561 as compared with $513,057 at
December 31, 2001. Cash was used primarily to build the Company's management
infrastructure, costs to formulate its broker/dealer operation, business
development, advertising and marketing as we continue to refine and implement
our business plan. In addition, the Company incurred $21,423 of deferred
offering costs in anticipation of continuing its self-directed public offering.
Fixed assets increased by $8,804 or 7% from December 31, 2001 to June 30,
2002. Purchases of office equipment and computer hardware were made for both
existing and newly hired personnel.
Common stock and additional paid-in capital increased 9.7% from December 31,
2001 to June 30, 2002, from $2,292,190 to $2,515,653, respectively. The
increase was a result of investments in our self- directed public offering of
common stock as well as the issuance of common stock options for services
rendered. Our (deficit) accumulated during the development stage increased by
29.3% from December 31, 2001 to June 30, 2002 as discussed in the Net Income
(Loss) paragraph above.
Critical Accounting Policies
We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements in our Annual Report on Form 10-KSB filed on March 26, 2002. Note
that our preparation of this Quarterly Report on Form 10-QSB requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.
STOCK-BASED COMPENSATION: We issue common stock options to outside consultants
and employees. The valuation of the expense associated with the issuance of
common stock options to non-employees that are at exercise prices below the fair
market value of our common stock is done in accordance with FASB No. 123 and the
associated Black-Scholes valuation model. The valuation of the options issued
to employees is in accordance with APB No. 25.
REVENUE RECOGNITION: We recognize revenue as services to our client companies
are rendered and billed. Revenues are earned as consulting services are
delivered and we are under no further obligations to provide additional efforts
or services to earn those revenues already recognized. We have recognized
revenue in the three-month period ended June 30, 2002 that was related to
earning stock purchase warrants exercisable at $0.01 per share in one of our
clients. This revenue has been earned as all services have been
10<page>
Critical Accounting Policies (cont.)
provided and the valuation of the revenue recognized was done in accordance with
the Black-Scholes valuation model. The Company believes its investment is
carried at fair value; however, this was a non-cash transaction and there can be
no assurances the ultimate cash flow will approximate the fair value recorded on
the day the revenue was earned.
11<page>
Part 2: Other Information
Item 1 Legal Proceedings
None
Item 2 Change In Securities and Use Of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission Of Matters To Vote Of Securities Holders
None
Item 5 Other Information
None
Item 6 Exhibits And Reports On Form 8-K
None
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Mentor Capital Consultants, Inc.
Dated: August 9, 2002 By: /s/ W. Michael Bissonnette
----------------------------------
W. Michael Bissonnette,
President (Principal Executive Officer)
Dated: August 9, 2002 By: /s/ Jerry L. Gutterman
----------------------------------
Jerry L. Gutterman,
Treasurer (Principal Financial Officer)
12