UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-6727 -------- Dominion Funds, Inc. - -------------------- (Exact name of registrant as specified in charter) 1141 Custis Street, Alexandria, Virginia 22308 - ----------------------------------------------- (Address of principal executive offices)(Zip code) Paul Dietrich, 1141 Custis Street, Alexandria, Virginia 22308 - ------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 416-2053 -------------- Date of fiscal year end: June 30 ------- Date of reporting period: 07/01/03 -- 06/30/04 -------------------- INDEPENDENT AUDITOR'S REPORT To the Shareholders and Board of Directors of Dominion Funds, Inc. We have audited the accompanying statement of assets and liabilities of The Shepherd Large Cap Growth Fund portfolio of Dominion Funds, Inc., including the schedule of investments in securities, as of June 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the two years ended June 30, 2001 were audited by other auditors whose report dated August 10, 2001, expressed an unqualified opinion on the financial highlights. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2004, by correspondence with the custodian and broker. 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Shepherd Large Cap Growth Fund portfolio of Dominion Funds, Inc. as of June 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with U.S. generally accepted accounting principles. BRAD A. KINDER, CPA Flower Mound, Texas August 5, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. THE SHEPHERD LARGE CAP GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2004 ASSETS Investments in securities, at value (identified cost $2,694,134) $ 2,646,352 Cash and cash equivalents 4,193,541 Receivables Dividends and interest 2,375 Securities sold 51,394 Capital shares sold 16,745 ------------ TOTAL ASSETS 6,910,407 ------------ LIABILITIES Payables Securities purchased 1,911,206 Investment advisory fee 4,010 Administration fee 4,933 ------------ TOTAL LIABILITIES 1,920,149 ------------ NET ASSETS $ 4,990,258 ============ ANALYSIS OF NET ASSETS: Net capital paid in on shares of capital stock $ 12,645,073 Undistributed investment loss (2,451,318) Undistributed net realized losses (5,155,715) Net unrealized depreciation (47,782) ------------ $ 4,990,258 ============ Capital shares outstanding 1,418,815 Net asset value and offering price per share Net asset value per share $ 3.52 ============ Offering price per share $ 3.70 ============ See notes to financial statements. THE SHEPHERD LARGE CAP GROWTH FUND SCHEDULE OF INVESTMENTS IN SECURITIES JUNE 30, 2004 Shares Value -------- -------- COMMON STOCKS 52.2% BASIC MATERIALS 3.0% Mining 3.0% Northern Dynasty Minerals (a) 37,500 $149,250 -------- CONSUMER CYCLICAL 3.4% Retail - Apparel 3.4% Kellwood Company 3,925 169,705 -------- ENERGY 3.7% Oilfield Equipment 3.7% National-Oilwell, Inc. (a) 6,000 187,710 -------- FINANCIAL 12.1% Financial Services 0.6% Waterside Capital Corporation (a) 5,300 29,150 -------- Savings & Loan 7.3% IndyMac Bancorp, Inc. 5,350 167,999 Sovereign Bancorp, Inc. 8,900 195,005 -------- 363,004 -------- Securities Brokers 4.2% Empire Financial Holding Company (a) 200,000 210,000 -------- 602,154 -------- HEALTH CARE 15.3% Advanced Technology - Medical Devices 4.0% Boston Scientific Corporation (a) 4,630 197,994 -------- Biotechnology 3.9% IVAX Corporation (a) 8,250 198,416 -------- Health Care Providers 3.4% Cardinal Health, Inc. 2,450 169,758 -------- Medical Supplies 4.0% Caremark Rx, Inc. (a) 6,000 197,640 -------- 763,808 -------- See notes to financial statements. THE SHEPHERD LARGE CAP GROWTH FUND SCHEDULE OF INVESTMENTS IN SECURITIES JUNE 30, 2004 PRINCIPAL AMOUNT OR SHARES VALUE ---------- ---------- COMMON STOCKS (Continued) INDUSTRIAL 4.1% Electrical Components 4.1% Solectron Corporation (a) 31,000 $ 202,585 ---------- TECHNOLOGY 7.3% Communications Technology 3.4% Sina Corporation (a) 5,000 168,806 ---------- Semiconductors 3.9% Atmel Corporation (a) 33,250 197,078 ---------- 365,884 ---------- UTILITIES 3.3% Electric 3.3% Constellation Energy Group, Inc. 4,350 165,256 ---------- TOTAL COMMON STOCKS (cost $2,654,134) 2,606,352 ---------- CORPORATE BONDS 0.8% Dominican SMME Corp, 8.25%, due 12/1/2020 (cost $40,000) 40,000 40,000 ---------- TOTAL INVESTMENTS IN SECURITIES 53.% (cost $2,694,134) $2,646,352 ========== Notes: (a) Presently non-income producing. (b) Percentages are of net assets. See notes to financial statements. THE SHEPHERD LARGE CAP GROWTH FUND STATEMENT OF OPERATIONS YEAR ENDED JUNE 30, 2004 Investment income Dividends $ 33,921 Interest 10,658 --------- Total investment income 44,579 --------- Expenses Investment advisory fee 50,372 Administration fee 62,966 --------- Total expenses 113,338 --------- NET INVESTMENT LOSS (68,759) --------- REALIZED GAIN AND UNREALIZED DEPRECIATION ON INVESTMENTS Net realized gain on investments in securities 804,433 Net change in unrealized depreciation of investments in securities (416,302) --------- NET GAIN ON INVESTMENTS 388,131 --------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 319,372 ========= See notes to financial statements. THE SHEPHERD LARGE CAP GROWTH FUND STATEMENT OF CHANGES IN NET ASSETS YEARS ENDED JUNE 30, 2004 AND 2003 2004 2003 ----------- ----------- CHANGE IN NET ASSETS FROM OPERATIONS Net investment loss $ (68,759) $ (42,917) Net realized gain (loss) on investments in securities 804,433 (879,557) Net change in unrealized depreciation on investments in securities (416,302) 845,960 ----------- ----------- Net increase (decrease) in net assets resulting from operations 319,372 (76,514) DISTRIBUTIONS TO SHAREHOLDERS FROM Net realized gains on investments in securities -- -- CAPITAL SHARE TRANSACTIONS- NET 932,038 200,529 ----------- ----------- Total increase in net assets 1,251,410 124,015 NET ASSETS Beginning of year 3,738,848 3,614,833 ----------- ----------- End of year (including undistributed investment loss of $2,451,318 and $2,382,559, respectively) $ 4,990,258 $ 3,738,848 =========== =========== See notes to financial statements. THE SHEPHERD LARGE CAP GROWTH FUND NOTES TO FINANCIAL STATEMENTS NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: The Shepherd Large Cap Growth Fund (Fund) is a separate series of shares of common stock of Dominion Funds, Inc. (Company). The Company was incorporated in the state of Texas in June of 1992, and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund is subject to various investment restrictions as set forth in the Statement of Additional Information. The investment objective of the Fund is capital appreciation. The Company may designate one or more series of common stock. The only series currently designated is the Fund. Each capital share in the Fund represents an equal proportionate interest in the net assets of the Fund with each other capital share in such series and no interest in any other series. Significant Accounting Policies: Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Valuation of Securities Securities are valued at the close of each business day. Securities traded on national securities exchanges or on the national market systems are valued at the last quoted sales price on the day of valuation. Securities for which representative market quotations are not readily available are valued at fair value as determined in good faith by the Board of Directors. Bonds are valued at the last quoted bid price obtained from independent pricing services. Security Transactions and Investment Income Security transactions are accounted for on the date the securities are purchased or sold. Realized security gains and losses from security transactions are reported on an identified cost basis. Dividend income is recognized on the ex-dividend date, and interest income is recognized on the accrual basis. THE SHEPHERD LARGE CAP GROWTH FUND NOTES TO FINANCIAL STATEMENTS NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash Cash is held in a credit interest account at First Southwest Company, bearing interest at a variable rate. At June 30, 2004, the interest rate was .25%. Income Taxes The Fund's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income or excise tax provision is required. Net investment income (loss), net realized gains (losses) and the cost of investments in securities may differ for financial statement and income tax purposes. The character of distributions from net investment income or net realized gains may differ from their ultimate characterization for income tax purposes. At June 30, 2004, there were no material differences. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund. Distributions to Shareholders Dividends declared and paid from net investment income or net realized gains are recorded on the ex-dividend date. NOTE 2 - DISTRIBUTION TO SHAREHOLDERS There were no distributions to shareholders for the year ended June 30, 2004. At June 30, 2004, the Fund had undistributed net realized losses of $5,155,715. THE SHEPHERD LARGE CAP GROWTH FUND NOTES TO FINANCIAL STATEMENTS NOTE 3 - CAPITAL SHARE TRANSACTIONS As of June 30, 2004, there were 1,000,000,000 shares of $.001 par value capital stock authorized of which 200,000,000 shares are classified as the Fund's series; the balance is unclassified. As of June 30, 2004, capital paid-in aggregated $12,645,073. Transactions in shares of capital stock for the years ended June 30, 2004 and June 30, 2003 are as follows: SHARES AMOUNT ----------------------------------- --------------------------------- 2004 2003 2004 2003 ------------- ------------- ------------- -------------- Shares sold 855,615 241,399 $ 3,059,355 $ 716,852 Shares issued in reinvestment of dividends -- -- -- -- ------------- ------------- ------------- -------------- 855,615 241,399 3,059,355 716,852 Shares redeemed 565,421 169,775 2,127,317 516,323 ------------- ------------- ------------- -------------- Net increase 290,194 71,624 $ 932,038 $ 200,529 ============= ============= ============== ============== NOTE 4 - SECURITIES TRANSACTIONS Cost of purchases and sales of securities (excluding short-term obligations) aggregated $7,026,181 and $8,726,248 respectively, for the year ended June 30, 2004. As of June 30, 2004, the aggregate unrealized appreciation and depreciation of securities was as follows: Unrealized appreciation $ 31,168 Unrealized depreciation (78,950) ------------ Net unrealized depreciation $ (47,782) ============ THE SHEPHERD LARGE CAP GROWTH FUND NOTES TO FINANCIAL STATEMENTS NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund has an Investment Advisory Agreement with Nye, Parnell & Emerson Capital Management, Inc. (Advisor) to act as its investment advisor. The Advisor also serves as investment advisor to certain private accounts. The Advisor has no previous experience in advising a mutual fund, other than to advise the Fund since November 1, 1999. The Advisor provides the Fund with investment advice and recommendations, and supervises the purchase and sale of securities on behalf of the Fund, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. For such services, the Advisor receives an annual investment advisory fee equal to 1.0% of the Fund's average daily net assets, computed daily and paid on a monthly basis. The Fund has an Administration Agreement with Foundation Management, Inc. (Administrator). Pursuant to the Administration Agreement, the Administrator is responsible for the administration and overall management of the Fund. The Administrator pays all operating costs of the Fund, except the investment advisory fee and the administration fee, interest, taxes, the cost of brokerage incurred in connection with execution of securities transactions, litigation expenses and indemnification paid to advisors of the Fund and officers and directors of the Company. For such services, the Administrator receives an annual administration fee equal to 1.25% of the Fund's average daily net assets, computed daily and paid on a monthly basis. Certain directors and officers of the Company are also directors and officers of the Advisor and Administrator. THE SHEPHERD LARGE CAP GROWTH FUND FINANCIAL HIGHLIGHTS YEAR ENDED JUNE 30, ------------------------------------------------------------------ 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- PER SHARE DATA (1): Net asset value, beginning of year $ 3.31 $ 3.42 $ 5.59 $ 25.47 $ 19.15 ---------- ---------- ---------- ---------- ---------- Income (loss) from investment operations: Net investment loss (.05) (.04) (.08) (.24) (.48) Net realized and unrealized gain (loss) on investments in securities 0.26 (0.07) (2.09) (9.93) 12.62 ---------- ---------- ---------- ---------- ---------- Total income (loss) from investment operations 0.21 (0.11) (2.17) (10.17) 12.14 ---------- ---------- ---------- ---------- ---------- Less distributions: Distributions from net realized gains -- -- -- (9.71) (5.82) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year $ 3.52 $ 3.31 $ 3.42 $ 5.59 $ 25.47 ========== ========== ========== ========== ========== Total return 6.34% -3.22% -38.82% -53.85% 69.10% ========== ========== ========== ========== ========== RATIOS/SUPPLEMENTAL DATA: Net assets, end of year (in thousands) $ 4,990 $ 3,739 $ 3,615 $ 6,994 $ 17,903 Ratio of expenses to average net assets 2.25% 2.25% 2.25% 2.25% 2.24% Ratio of net investment loss to average net assets 1.37% 1.33% 1.94% 2.03% 2.02% Portfolio turnover rate 258.84% 235.79% 99.77% 19.96% 120.65% (1) Per share information has been calculated using the average number of shares outstanding. (2) Sales load is not reflected in total return. See notes to financial statements. [LOGO] SHEPHERD FUNDS ADDITIONAL INFORMATION INFORMATION ABOUT DIRECTORS The business and affairs of the Fund are managed under the direction of the Fund's Board of Directors. Information pertaining to the directors of the Fund is set forth below. The SAI includes additional information about the Fund's directors and is available, without charge, upon request by calling (800) 416 2053. INTERESTED DIRECTORS TERM OF OTHER POSITION OFFICE AND DIRECTORSHIPS NAME, HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) HELD BY ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- Paul Dietrich Chairman, Indefinite term; President and Managing Director of Eton Court None 1613 Duke Street President, Director since Asset Management, Ltd. ("Eton Court") (parent of Alexandria, VA 22314 Director 2001; Chairman Nye, Parnell & Emerson Capital Management, Inc., Age: 55 since 2002; the Fund's investment adviser) and President of President since Foundation Management, Inc., the Fund's 2003 administrator (1999 - present); Chairman of Peress Investment Advisors, Ltd. (1999 to present). NON-INTERESTED DIRECTORS TERM OF OTHER POSITION OFFICE AND DIRECTORSHIPS NAME, HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) HELD BY ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- Douglas W. Powell Director Indefinite term; Registered representative of New Investor World None 4101 McEwen Director since Incorporated (2000 - present); COO/CFO NIW Suite 110 1999 Holdings, Inc. (2002 - Present); CEO Rushmore Dallas, TX 75244 Investment Management Corp. (2001 -2002); Age: 64 Chairman and Chief Executive Officer of Northstar Financial Group (1995 - 2001). [LOGO] SHEPHERD FUNDS ANNUAL REPORT JUNE 30, 2004 INVESTMENT ADVISOR TRANSFER AGENT DISTRIBUTOR Nye, Parnell & Emerson Capital Management, Fund Services, Inc. Cullum & Burks Securities, Inc. Inc. 1500 Forest Ave., Suite 111 13355 Noel Road, Suite 1300, 1613 Duke Street Richmond, VA 23229 One Galleria Tower Alexandria, VA 22314 (800) 628 4077 Dallas, TX 75240 (800) 416 2053 (972) 755 0270 ADMINISTRATOR INDEPENDENT AUDITORS LEGAL COUNSEL Foundation Management, Inc. Brad A. Kinder, CPA Frederick C. Summers, III, P.C. 1141 Custis Street 400 Parker Square Attorney at Law Alexandria, VA 22308 Suite 250-K 8235 Douglas Ave., Suite 1111 (800) 416 2053 Flower Mound, TX 75028 Dallas, TX 75225 OFFICERS DIRECTORS CUSTODIAN Paul Dietrich Paul Dietrich First Southwest Company Chairman, President 1700 Pacific, Suite 500 Douglas W. Powell Dallas, TX 75201 ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions. Such code of ethics is attached hereto as an exhibit. No waivers from a provision of the Code were granted during the period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant does not have an audit committee financial expert. The registrant does not have an audit committee financial expert because the small size of the registrant limits the ability of the registrant's Administrator to engage an audit committee financial expert. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services by the principal accountant for the audit of the registrant's annual financial statements, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were as follows: YEAR ENDED JUNE 30, ------------------------------- 2003 2004 -------- -------- $ 6,000 $ 6,000 (b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under "Audit Fees" above were as follows: YEAR ENDED JUNE 30, ------------------------------- 2003 2004 -------- -------- $ -0- $ -0- The nature of the services comprising the fees disclosed under this category were as follows: (c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were as follows: YEAR ENDED JUNE 30, ------------------------------- 2003 2004 -------- -------- $ 2,000 $ 2,000 The nature of the services comprising the fees disclosed under this category were as follows: ________________________________________________________________________________ Preparation of Federal income tax return for registrant. (d) All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in the above categories were as follows: Year ended June 30, ------------------------------- 2002 2003 -------- -------- $ -0- $ -0- The nature of the services comprising the fees disclosed under this category were as follows: (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The registrant does not have an audit committee. (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. The registrant does not have an audit committee. (f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. - -Not applicable- (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. Year ended June 30, ------------------------------- 2003 2004 -------- -------- $ 2,000 $ 2,000 (h) Disclose whether the registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. The registrant does not have an audit committee. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS The schedule is included as part of the report to shareholders filed under Item 1 of this Form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 10. CONTROLS AND PROCEDURES. Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 as of September 8, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 11. EXHIBITS. (a) Code of Ethics is attached hereto as EX-99.CODE ETH. (b) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.CERT. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dominion Funds, Inc. By: /S/ Paul Dietrich ---------------------------- Paul Dietrich, President Date: September 8, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /S/ Paul Dietrich ---------------------------- Paul Dietrich Principal executive and principal financial officer Date: September 8, 2004