SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 14, 2001
SCORES HOLDING COMPANY INC.
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(Exact name of registrant as specified in its charter)
UTAH 0-16665 87-042635
- ---------------------------- ---------------------------- --------------------
State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
or organization)
150 E. 58TH STREET, NEW YORK, NY 10022
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(Address of principal executive offices) (Zip Code)
(212) 421-8480
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed since Last Report.)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
(b)(5) Financial Statements of Registrant (formerly known as The Internet
Advisory Corporation) for the years ended December 31, 2001 and
2000, including Balance Sheet of Registrant as of
December 31, 2001
ITEM 3(B)(5) FINANCIAL STATEMENTS
Index to Financial Statements
Page
----
Independent Auditor's Report - Radin, Glass & Co., LLP . . . . . . . . . . . . 3
Consolidated Balance Sheet as of December 31, 2001 . . . . . . . . . . . . . . 5
Consolidated Statement of Operations for the period January 1, 2001 to November
14, 2001 (Debtor-In-Possession), for the period November 15, 2001 to December
31, 2001, and for the year ended December 31, 2000 . . . . . . . . . . . 6
Consolidated Statement of Deficiency in Assets for the years ended December 31,
2001 and December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Consolidated Statement of Cash Flows for the period January 1, 2001 to November
14, 2001 (Debtor-In-Possession), for the period November 15, 2001 to December
31, 2001, and for the year ended December 31, 2000 . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 9
2
INDEPENDENT AUDITOR'S REPORT
------------------------------
March 24, 2002
To the Board of Directors and Shareholders
The Internet Advisory Corporation
We have audited the accompanying consolidated balance sheet of The Internet
Advisory Corporation as of December 31, 2001, and the related consolidated
statement of operations, stockholders' equity and cash flows for each of the
periods November 15, 2001 to December 31, 2001 and January 1, 2001 to November
14, 2001 (Debtor-in-Possession) and for the year ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Internet
Advisory Corporation as of December 31, 2001 and the results of its operations
and its cash flows for each of the periods November 15, 2001 to December 31,
2001 and January 1, 2001 to November 14, 2001 (Debtor-in-Possession) and for the
year ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.
The Company filed a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court on May 25, 2001.
On November 14, 2001, the Company emerged from bankruptcy as described in Note 2
to the financial statements. The Company accounted for the reorganization as of
November 14, 2001 and adopted "fresh-
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start reporting." As a result, the statements of operations and cash flows of
the Company for the periods November 15, 2001 to December 31, 2001 and January
1, 2001 to November 14, 2001 are not comparable to the statements of operations
and cash flows for the year ended December 31, 2000.
/S/ Radin Glass & Co.,LLP
Certified Public Accountants
New York, New York
4
THE INTERNET ADVISORY CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2001
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 18,626
Notes receivable 10,000
-----------------------
Total Current Assets 28,626
FURNITURE AND EQUIPMENT, Net 48,763
REORGANIZATION VALUE IN EXCESS OF AMOUNTS ALLOCABLE
TO IDENTIFIABLE ASSETS 9,814
SECURITY DEPOSITS 2,667
------------------------
TOTAL ASSETS $ 89,870
========================
LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Current portion of prepetition debt $ 14,991
Current portion of prepetition long term debt - related party 6,875
Related party payable 35,000
Accrued expenses 94,124
-----------------------
TOTAL CURRENT LIABILITIES 150,990
PREPETITION LONG TERM DEBT 22,178
DEFICIENCY IN ASSETS
Common stock, $.001 par value; 50,000,000 shares authorized,
issued and outstanding 4,601,794 4,602
Additional paid-in capital 0
Accumulated Deficit (87,901)
-----------------------
Total Deficiency in assets (83,299)
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TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 89,870
=======================
See notes to consolidated financial statements.
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THE INTERNET ADVISORY CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
November 15 to January 1 to For the year ended
December 31, November 14, December 31,
2001 2001 2000
Debtor - in -
Possession
--------------------------- ----------------------- ------------------------
NET SALES $ 22,028 $ 277,998 $ 573,615
COST OF GOODS SOLD - 89,290 1,383,800
--------------------------- ----------------------- ------------------------
GROSS PROFIT 22,028 188,708 (810,185)
GENERAL AND ADMINISTRATIVE EXPENSES 109,928 293,786 1,231,340
REORGANIZATION EXPENSES - 73,231 -
--------------------------- ----------------------- ------------------------
NET LOSS FROM OPERATIONS (87,901) (178,309) (2,041,525)
OTHER INCOME (EXPENSES):
Interest income - - 3,223
Other income - - 4,216
Interest expense - (257) (5,122)
--------------------------- ----------------------- ------------------------
TOTAL OTHER INCOME, net - (257) 2,317
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NET LOSS BEFORE INCOME TAXES (87,901) (178,566) (2,039,208)
PROVISION FOR INCOME TAXES - - -
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NET LOSS BEFORE EXTRAORDINARY GAIN (87,901) (178,566) (2,039,208)
EXTRAORDINARY GAIN ON BANKRUPTCY
RESTRUCTURING NET OF $0 IN INCOME TAXES - 443,195 -
--------------------------- ----------------------- ------------------------
NET INCOME/(LOSS) (87,901) $ 264,629 $ (2,039,208)
=========================== ======================= ========================
NET INCOME/(LOSS) PER SHARE (0.02) 0.06 (0.44)
=========================== ======================= ========================
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING 4,601,794 4,601,794 4,590,880
=========================== ======================= ========================
See notes to consolidated financial statements.
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THE INTERNET ADVISORY CORPORATION
CONSOLIDATED STATEMENT OF DEFICIENCY IN ASSETS
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK ADDITIONAL
-------------------------- PAID - IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
Balance, December 31, 1999 4,579,880 4,580 2,720,879 (1,718,640) 1,006,819
------------- ----------- ------------ ----------- ----------
Proceeds from the sale of stock 14,000 14 299,986 300,000
Issued stock for services 8,000 8 411,992 412,000
Net loss (2,039,208) (2,039,208)
------------- ----------- ------------ ----------- ----------
Balance, December 31, 2000 4,601,880 4,602 3,432,857 (3,757,848) (320,389)
------------- ----------- ------------ ----------- ----------
Net income (January 1 to November 14) - - - 264,629 264,629
Treasury shares repurchased and cancelled (86) - (452) - (452)
Bankruptcy restructuring - - 51,000 - 51,000
Reclassification of accumulated deficit
as of November 14, 2001 - - (3,483,405) 3,493,219 9,814
------------- ----------- ------------ ----------- ----------
Balance, November 14, 2001 4,601,794 4,602 - (0) 4,602
Net loss (November 15 to December 31) - - - (87,901) (87,901)
------------- ----------- ------------ ----------- ----------
Balance, December 31, 2001 4,601,794 4,602 - (87,901) (83,299)
============= =========== ============ =========== ==========
See notes to consolidated financial statements.
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THE INTERNET ADVISORY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
November 15 to January 1 to For the year ended
December 31, November 14, December 31,
2001 2001 2000
Debtor - in -
Possession
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) (87,901) 264,629 (2,039,208)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation expense 785 98,675 134,985
Net gain from bankruptcy restructuring - (443,195) -
Issued equity rights for services - - 412,000
Write-off of other asset - - 2,600
Accounts receivable - 4,452 6,977
Notes receivable - (10,000) -
Prepaid expenses 8,671 (8,671) 4,099
Security deposits (667) - -
Accounts payable - - 20,409
Prepetition debt (23,459) 67,503 -
Accrued expenses 56,765 37,360 530,698
Deferred revenue - (18,352) 2,788
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CASH FLOW PROVIDED BY (USED IN) BY OPERATING ACTIVITIES (45,806) (7,599) (924,652)
--------------- ------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advance to affiliates - - 50,000
Purchases of property and equipment - - (106,904)
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CASH FLOW PROVIDED BY (USED IN) BY INVESTING ACTIVITIES - - (56,904)
--------------- ------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan - - 30,500
Receipt of Sunrise receivable - - 615,000
Proceeds from sale of stock - - 300,000
Contribution of capital - 51,000 -
--------------- ------------- -------------------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES - 51,000 945,500
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NET (DECREASE) IN CASH (45,806) 43,401 (36,056)
CASH AT BEGINNING OF YEAR 64,432 21,031 57,087
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CASH AT END OF YEAR 18,626 64,432 21,031
=============== ============= ===================
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the year for interest - - 770
Cash paid during the year for income taxes - - 289
NON-CASH FINANCING ACTIVITIES:
Issued stock for assets - - 615,000
EFFECT OF BANKRUPTCY
Leasehold improvements and equipment - 322,580 -
Security deposits - 12,361 -
Reorganization value in excess of amounts allocable to identifiable assets - 9,814 -
Accounts payable - (231,534) -
Accrued expenses - (558,581) -
Loan payable officer - (30,500) -
Common stock - - -
Paid in capital - (3,483,405) -
Accumulated deficit - 3,493,219 -
See notes to consolidated financial statements.
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THE INTERNET ADVISORY CORPORATION
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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TWO YEARS ENDED DECEMBER 31, 2001
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Note 1. Organization
The Internet Advisory Corporation ("IAC" or "Company") is a Utah corporation,
formed in August 1997 and is located in Ft. Lauderdale, Florida. The Company
offers internet web site programming, web hosting, e-commerce, and internet
access to small and medium size companies.
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States. The consolidated
financial statements of the Company include the accounts of IAC and its
subsidiary. All significant inter-company transactions have been eliminated.
The following information summarizes the more significant of such policies:
Note 2. Reorganization and Basis of Presentation
On May 25, 2001, the Company filed a petition for relief with the United States
Bankruptcy Court, Southern District of Florida, under the provisions of Chapter
11 of the Bankruptcy Code. For the period May 25, 2001 to November 14, 2001,
the Company operated as a "Debtor-in-Possession" under such code. As of
November 15, 2001, in accordance with AICPA Statements of Position 90-7
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,"
the Company adopted "fresh-start reporting" and has reflected the effects of
such adoption in the financial statements for the period November 15, 2001 to
December 31, 2001. The assets and liabilities have been adjusted to fair value
in accordance with SOP 90-7.
In accordance with the Disclosure Statement and Plan of Reorganization ("the
Plan") filed on August 29, 2001, the following occurred: all shareholders were
allowed to prevent dilution due to a 50 to 1 reverse stock split by contributing
a predetermined sum of cash, only two individuals contributed $51,000 to
preserve 4,401,000 of certain stock holdings, all stock options outstanding were
dissolved, the Company discharged $731,419 of debt in exchange for either a one
time payment or payments over five years totaling $86,861. The gain on the
discharge in debt was reduced by a $288,224 write down of furniture and
equipment to its expected value. In addition, the Company incurred $73,231 of
legal fees related to the bankruptcy filing and the Plan. The Company had a
reorganization value in excess of amounts allocable to identifiable assets of
$9,814.
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Note 3. Summary of Significant Accounting Principals
Leasehold Improvements and Equipment
Leasehold improvements and equipment are stated at cost. Maintenance and
repairs are charged to expenses as incurred. Depreciation is provided for over
the estimated useful lives of the individual assets using straight-line methods.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash, receivables, and
accrued expenses approximate fair value based on the short-term maturity of
these instruments.
Stock Based Compensation
The Company accounts for employee stock options in accordance with APB Opinion
No. 25, "Accounting For Stock Issued To Employees" and has adopted the
disclosure-only option under SFAS No. 123.
Income Taxes
The Company utilizes the liability method of accounting for income taxes as set
forth in SFAS 109, "Accounting for Income Taxes." Under the liability method,
deferred taxes are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. The
Company has a net operating loss carryforward of approximately $2,735,000, which
expire in the year 2020. The related deferred tax asset of approximately
$930,000 has been offset by a valuation allowance. The Company's net operating
loss carryforwards may be limited, pursuant to the Internal Revenue Code Section
382, as to the utilization of such net operating loss carryforwards due to
changes in ownership of the Company over the years.
Loss Per Share
The Company has adopted SFAS 128, "Earnings per Share." Loss per common share
is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed using weighted average number of common shares plus
dilutive common share equivalents outstanding during the period using the
treasury stock method. Common stock equivalents (common stock warrants) were
not included in the computation of loss per share for the periods presented
because their inclusion is anti-dilutive.
Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and
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liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Reverse Stock Split
All per share data, common stock amounts presented and common stock equivalents,
have been adjusted retroactively for the 50 to 1 reverse stock split recorded
pursuant to the plan.
New Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 141, "Business Combination", SFAS No.
142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for
Asset Retirement Obligations". SFAS No. 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interest method of
accounting for business combinations initiated after June 30, 2001. It also
requires that the Company recognize acquired intangible assets apart from
goodwill. SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. SFAS No. 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost,
which will be effective for financial statements issued for fiscal years
beginning after June 15, 2002.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which basically further clarifies SFAS No. 121
and methods of quantifying potential impairments or disposal of assets as well
as the related reporting of such impairments or disposals.
The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144 is not
expected to have a material effect on the Company's financial position, results
of operations and cash flows.
Revenue Recognition
Revenue is recognized when earned, as products are completed and delivered or
services are provided to customers.
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Note 4. Furniture and Equipment
At December 31, 2001, furniture and equipment consist of the following:
2001
-----------
Furniture and equipment $ 50,000
Less: accumulated depreciation 1,237
-----------
$ 48,763
===========
Furniture and equipment are depreciated over 5 years. Depreciation expense for
the year ended December 31, 2001 and 2000 was $108,751 and $134,985,
respectively.
Furniture and equipment have been restated to their fair value pursuant to SOP
90-7.
Note 5. Related-Party Transactions
As part of the acquisition of Sunrise Web Development, Inc., ("Sunrise"), the
Company has recorded an amount due from a shareholder at December 31, 1999 of
$615,000. This is the remaining balance of the original funding of Sunrise and
was collected by the Company in four installments during January and February of
2000.
During 2001, the President of the Company contributed $50,000 to capital in
order to maintain his number of shares of common stock outstanding subsequent to
the 50 to 1 reverse stock split effective in January 2002, pursuant to the Plan.
The President advanced $35,000 to the Company to fund legal expenses associated
with the bankruptcy. Such payable is non interest bearing and is due on demand.
The President is also part of management of another company whereby the Company
is rendering services on a month to month basis. Approximately $123,000 was
received and recorded as revenues during the period January 1 to November 14,
2001 and $22,000 was received and recorded as revenues during period November 15
to December 31, 2001.
The Company has acquired an affiliated entity effective March 11, 2002. The
entity is affiliated since it is under common management. See subsequent events
footnote.
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Note 6. Note Receivable
The Company advanced $10,000 to an individual bearing interest at 10% per annum.
The note receivable is due in April 2002. The individual is the President of a
company that the Company had a tentative agreement to acquire, while the Company
was in bankruptcy. The acquisition transaction was never culminated.
Note 7. Equity Transactions
a. In December 1999, the Company issued 4,000,000 shares for $385,000 and a
receivable of $615,000 from Sunrise Web Development, Inc., which was fully
paid by March 2000.
b. During 2000, the Company issued 8,000 shares for advertising services.
c. In August 2000, the Company issued 14,000 shares pursuant to a private
placement for prices ranging from $20.00 to $25.00 per share.
d. In March 2001, the Company issued 14,000 options to an officer and employee
at an exercise price of $12.50 per share for five years.
e. Pursuant to the plan, the Company effectuated a 50 to 1 reverse stock split
for certain shareholders. Certain fractional common shares created from the
reverse stock split have been repurchased and cancelled. All respective per
share date, common stock and common stock equivalents, have been
retroactively adjusted.
f. In January 2002, the Company issued 15,000 shares of common stock, in lieu
of payment of past legal services.
g. On February 13, 2002, the Company declared a 4 for 1 stock dividend,
totaling 650,382 of additional common shares to be issued.
h. In February 2002, the Company agreed to issue an additional 100,000 shares
for legal services in lieu of cash.
Note 8. Stock Option
The Company accounts for its stock options under APB Opinion No. 25, "Accounting
for Stock Issued to Employees", under which no compensation expense is
recognized. The Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation", for disclosure purposes; accordingly, in addition compensation
expense is recognized in the results of operations for options granted at below
fair market value as required by APB Opinion No. 25.
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Stock option activity for the two years ended December 31, 2001 is summarized as
follows:
Weighted
Average
Shares Exercise Price
---------- ---------------
Outstanding at December 31, 1999 - $ -
Granted 25,400 25.00
Exercised - -
Expired or cancelled - -
Outstanding at December 31, 2000 25,400 25.00
Granted 14,000 12.50
Exercised - -
Expired or cancelled 39,400 20.56
---------- ---------------
Outstanding at December 31, 2001 -0- $ -0-
========== ===============
Information, at date of issuance, regarding stock option grants for the year
ended December 31, 2001:
Weighted Weighted
Average Average
Exercise Fair
Shares Price Value
====== ========= ========
Year ended December 31, 2001:
Exercise price exceeds market price - $ - $ -
Exercise price equals market price 14,000 12.50 13.25
Exercise price is less that market price - - -
For disclosure purposes in accordance with SFAS No. 123, the fair value of each
stock option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
stock options granted during the years ended December 31, 2001 and 2000: annual
dividends of $0.00, expected volatility of 100% at December 31, 2000, risk-free
interest rate of 5.77% and expected life of five years for all grants.
If the Company recognized compensation cost for the vested portion of the
employee stock options in accordance with SFAS No. 123, the Company's pro-forma
net loss and loss per share would have been approximately, $2,709,607 and $(.60)
for the year ended December 31, 2000 and $451,419 and $(.09) for the year ended
December 31, 2001.
The employee stock options were exercisable for five years from the grant date
and vested on the day of issuance. As of December 31, 2001, zero of these stock
options are outstanding, since the Plan cancelled all such stock options.
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Note 9. Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax loss and tax credit carryforwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. At December 31, 2001 and 2000, a valuation allowance
for the full amount of the deferred tax asset was recorded because of operating
losses incurred and the uncertainties as to the amount of taxable income that
would be generated in the future years.
The provision (benefit) for income taxes differs from the amounts computed by
applying the statutory federal income tax rate to income (loss) before provision
for income taxes is as follows:
December 31,
-------------------------------
2001 2000
-------------- ---------------
Taxes benefit computed at statutory rate $ (90,000) $ (554,000)
Losses for which no tax benefit realized 90,000 554,000
-------------- ---------------
Net income tax benefit $ - 0 - $ - 0 -
============== ===============
Note 10. Operating Leases
The Company reduced the office space being leased pursuant to the terms of the
Plan. Future lease commitments are as follows:
2002 49,347
2003 8,266
Rent expense for the year ended December 31, 2001 and 2000 was $93,906 and
$68,443, respectively.
Note 11. Subsequent Event
On March 11, 2002, the Company entered into an Aquisition Agreement with Go West
Entertainment, Inc. "Go West" and the shareholders of Go West. The President of
the Company is also one of three shareholders of Go West. The Company is
contractually obligated to issue 10,000,000 shares of its stock for all of the
outstanding stock of Go West. The principal assets of Go West are a twenty year
lease on a building in New York, New York and a license agreement granting Go
West the right to use the "Scores" name in New York City for the opening of up
to three adult entertainment clubs.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
99.1 Plan of Reorganization, dated August 29, 2001(1)
99.2 Disclosure Statement, dated August 27, 2001(1)
99.3 Order confirming Plan of Reorganization, dated November 14, 2001(1)
- --------------------
(1) Previously filed with Registrant's Form 8-K dated November 14, 2001 as
filed with the Securities and Exchange Commission on November 29, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE INTERNET ADVISORY CORPORATION
Dated: September 30, 2002 By: /s/Richard Goldring
----------------------------------
Richard Goldring
President & Chief Executive Officer
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