-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OPSAza1XVnm2q7davqjXUcrHrd40KI7gtUewu15lPdJ8ZCfieIhG8wvGDWE3YXD7 hLnLBxEyG6ZbkrBqn4+9sQ== 0001116502-02-000367.txt : 20020415 0001116502-02-000367.hdr.sgml : 20020415 ACCESSION NUMBER: 0001116502-02-000367 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH EXPRESS USA INC CENTRAL INDEX KEY: 0001070050 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650847995 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27569 FILM NUMBER: 02590686 BUSINESS ADDRESS: STREET 1: 275 COMMERCIAL BLVD STREET 2: SUITE 260 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 9547765401 MAIL ADDRESS: STREET 1: 275 COMMERCIAL BOULEVARD STREET 2: SUITE 260 CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 10QSB/A 1 heusa-10qsba.txt QUARTERLY REPORT - AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from_________to______________ Commission file number 02-27569 HEALTH EXPRESS USA, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer) Florida 65-0847995 - ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 275 Commercial Blvd., Suite 260 Fort Lauderdale, Florida 33308 -------------------------------------------------------------- (Address of principal executive offices) (954) 776-5401 ------------------------------ (Registrant's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as to the latest practicable date: Class Outstanding shares at October 31, 2001 - ----------- -------------------------------------- Common Stock 8,535,123 INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Stockholders of Health Express USA, Inc. We have reviewed the accompanying consolidated balance sheet of Health Express USA, Inc. and its subsidiaries (the "Company") as of September 30, 2001, and the related consolidated statements of operations and cash flows for the three month and nine month periods then ended. These financial statements are the responsibility of the management of the Company. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying September 30, 2001 interim consolidated financial statements for them to be in conformity with generally accepted accounting principles. /s/ Ahearn Jasco + Company, P.A. - -------------------------------- AHEARN, JASCO + COMPANY, P.A. Certified Public Accountants Pompano Beach, Florida November 9, 2001
PART 1: FINANCIAL INFORMATION Item 1: Financial Statements HEALTH EXPRESS USA, INC. CONSOLIDATED BALANCE SHEETS September 30, 2001 (unaudited) and December 31, 2000 ASSETS Sept 30, December 31, 2001 2000 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 427,380 $ 9,170 Inventory 14,869 19,598 Prepaid expenses and other 3,575 -- ----------- ----------- TOTAL CURRENT ASSETS 445,824 28,768 PROPERTY AND EQUIPMENT, net 304,828 314,000 DEPOSITS 63,121 4,861 ----------- ----------- TOTAL $ 813,773 $ 347,629 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 68,924 $ 61,387 Current portion of capital lease obligation 8,824 6,973 ----------- ----------- TOTAL CURRENT LIABILITIES 77,748 68,360 ----------- ----------- LONG TERM PORTION - Capital lease obligation 8,360 15,226 ----------- ----------- STOCKHOLDERS ' EQUITY Preferred stock, $0.01 par value;10,000,000 shares authorized zero shares issued and outstanding Common stock, $0.001 par value; 50,000,000 shares authorized 8,535,123 and 6,467,722 issued and outstanding at September 30, 2001 and December 31, 2000 respectively 8,535 6,468 Additional paid-in capital 7,336,633 5,687,429 Accumulated deficit (6,617,503) (5,429,854) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 727,665 264,043 ----------- ----------- TOTAL $ 813,773 $ 347,629 =========== ===========
HEALTH EXPRESS USA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 Nine Months Three Months Nine Months Three Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2001 2001 2000 2000 REVENUES, net $ 326,002 $ 79,795 $ 200,256 $ 105,491 COST OF SALES 154,915 35,385 103,555 51,491 ----------- ----------- ----------- ----------- GROSS PROFIT 171,087 44,410 96,701 54,000 ----------- ----------- ----------- ----------- CONTROLLABLE AND OTHER RESTAURANT EXPENSES Labor 163,747 40,787 131,507 68,102 Occupancy 44,612 15,674 24,202 9,411 Marketing 2,846 383 25,786 13,846 Repairs 21,044 2,788 8,911 2,296 Other direct costs 52,941 17,904 43,034 17,311 ----------- ----------- ----------- ----------- 285,190 77,536 233,440 110,966 ----------- ----------- ----------- ----------- OTHER EXPENSES Compensation 384,012 64,990 180,769 11,371 Compensatory stock options 146,375 81,500 24,000 14,250 Depreciation 68,612 22,911 40,228 22,130 Interest expense 4,753 1,445 -- -- General and Administrative 346,293 195,625 206,237 49,096 ----------- ----------- ----------- ----------- 1,703,545 489,971 451,234 96,847 ----------- ----------- ----------- ----------- TOTAL EXPENSES $ 1,358,735 $ 567,507 $ 684,674 $ 207,813 ----------- ----------- ----------- ----------- LOSS BEFORE PROVISION FOR INCOME TAXES (1,187,648) (523,097) (587,973) (153,813) PROVISION FOR INCOME TAXES -- -- -- ----------- ----------- ----------- ----------- NET LOSS $(1,187,648) $ (523,097) $ (587,973) $ (153,813) =========== =========== =========== =========== LOSS PER COMMON SHARE: Basic and diluted $ (0.15) $ (0.06) $ (0.10) $ (0.02) =========== =========== =========== =========== Weighted average common shares outstanding 7,674,953 8,526,367 6,125,463 6,437,710 =========== =========== =========== ===========
See notes to consolidated financial statements
HEALTH EXPRESS USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 Nine Months Nine Months Ended Ended September 30, September 30, 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,187,648) $ (587,973) Adjustments to reconcile net loss to net cash used in operating activities Depreciation 68,612 40,228 Common stock issued for services 298,525 75,275 Issuance of stock options 269,875 24,000 Changes in certain assets and liabilities Inventory, prepaid expenses and other assets (57,106) (14,399) Accounts payable 7,537 (24,999) ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (600,205) (487,868) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (59,440) (107,273) ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (59,440) (107,273) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Payments on capital lease obligation (5,015) (1,471) Net proceeds from issuance of common stock 1,082,870 598,000 ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,077,855 596,529 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 418,210 1,388 CASH AND CASH EQUIVALENTS, Beginning of the period 9,170 70,553 ----------- ----------- CASH AND CASH EQUIVALENTS, End of the period $ 427,380 $ 71,941 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 4,752 $ 2,688 =========== =========== Cash paid during the period for income taxes $ -- $ -- =========== ===========
See notes to consolidated financial statements HEALTH EXPRESS USA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (unaudited) This report is being amended to correct the accounting for a single equity transaction, to record additional compensation resulting from the issuance of stock options to an employee. Under SFAS 123, the granting of stock options results in compensation, and the fair value of the stock options granted during the three months ended September 30, 2001 was estimated using the Black-Scholes option model. This amendment includes a correction of the amount of compensation, increasing such compensation by $123,500 as a result of a correction in the assumptions used in applying the Black-Scholes model. Basis of Presentation The accompanying consolidated condensed unaudited financial statements of Health Express USA, Inc., and its Wholly-owned subsidiaries, Healthy Bites Grill, Inc., Healthy Bites Grill of Boca, Inc. and Health Express Franchise Company, (collectively the"Company"), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Item 310(b) of Regulation S-B. The disclosures in the notes to the financial statements have been prepared in accordance with the instructions set forth under Item 310(b), Interim Financial Statements, of Regulation S-B. The requirements set forth under Item 310(b) require that footnotes and other disclosures should be provided as needed for the fair presentation of the financial statements and to ensure that the financial statements are not misleading. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The requirements of Item 310(b) also require disclosure of material subsequent events and material contingencies notwithstanding disclosure in the annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included and there are no additional material subsequent events or material contingencies that require disclosure. The financial statements as of and for the periods ended September 30, 2001 and 2000 are unaudited. The financial statements for the period ended September 30, 2001 have been reviewed by an independent public accountant pursuant to Item 310(b) of Regulation S-B and following applicable standards for conducting such reviews, and report of the accountant is included as part of this filing. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the fiscal year. Certain information for 2000 has been reclassified to conform to the 2001 presentation. The accompanying consolidated financial statements should be read in conjunction with the financial statements and footnotes included in the Company's Form 10-KSB filed for the year ended December 31, 2000. On June 15, 2001, the Company changed the ending date for its accounting and fiscal reporting purposes to the Sunday closest to the last day of a calendar month. This change will improve the management of the restaurant operations, and will have an insignificant affect on reported operating results. The Company was previously a development stage company. Effective April 10, 2000, when the Company began generating revenues from restaurant operations, the Company was no longer considered to be in a development stage. Going Concern Considerations The Company's financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Management recognizes that the Company must generate capital and revenue resources to enable it to finance the construction of the new Boca Raton, Florida location, and to start is franchising efforts. Ultimately, the Company must achieve profitable operations. Management is planning to obtain additional capital from revenue generated from operations and through the sale of equity securities. The realization of assets and satisfaction of liabilities in the normal course of business is dependent upon the Company obtaining additional revenues and equity capital and ultimately achieving profitable operations. However, no assurances can be given that the Company will be successful in these activities. Should any of these events not occur, the accompanying financial statements will be materially affected. Net Loss per Share SFAS No. 128, "Earnings Per Share," requires companies with complex capital structures or common stock equivalents to present both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is calculated as the income or loss available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the "if converted" method for common share equivalents such as convertible securities and options and warrants. The accompanying basic and diluted EPS computations are the same as the inclusion of common stock equivalents in the diluted computation would be anti-dilutive. Income Taxes - All deferred taxes created by NOL's are offset in their entirety by a deferred tax asset valuation allowance. Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to develop, construct and operate health and gourmet fast food restaurants. On April 10, 2000, the company began operations of its first restaurant in Fort Lauderdale, Florida. This flagship restaurant will serve as the model for future company owned restaurants and franchise operations, under the trade name "Healthy Bites Grill". The Company operates the restaurant through a wholly owned subsidiary, Healthy Bites Grill, Inc., incorporated in Florida on January 26, 1999. The restaurant offers eat-in, take out and drive-thru service. On May 7, 2001 the Company entered into a five year lease, with two five-year options, for a second restaurant located in Boca Raton, Florida. The restaurant is currently under remodeling and the opening is expected in early 2002. The restaurant will operate through a wholly owned subsidiary, Healthy Bites Grill of Boca, Inc., incorporated in Florida on May 7, 2001. On July 10, 2001 the Company entered into an agreement with Francorp, Inc., a consulting firm specializing in the development and implementation of comprehensive franchise programs. The agreement is for one year with a total fee of $136,000 paid as follows: cash in the amount of $60,000 paid on July 9, 2001, 38,000 shares of the Company's restricted common stock issued on July 23, 2001 and warrants for 38,000 shares of the Company's common stock at a purchase price of $2.00 per share. The Company will conduct franchise operations through a wholly owned subsidiary, Health Express Franchise Company, incorporated in Florida on May 7, 2001. Item 2. Management's Discussion and Analyses of Results of Operations. Introduction - Forward Looking Statements In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"), Health Express USA, Inc. and its subsidiaries, (collectively, the "Company") is hereby providing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements made herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions of future events or performance are not statements of historical facts and may be forward-looking. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, including but not limited to, economic, competitive, regulatory, growth strategies, available financing and other factors discussed elsewhere in this report and in documents filed by the Company with the Securities and Exchange Commission ("SEC"). Many of these factors are beyond the Company's control. Actual results could differ materially from the forward-looking statements made. In light of these risks and uncertainties, there can be no assurance that the results anticipated in the forward-looking information contained in this report will, in fact, occur. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Results of Operations Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to develop, construct and operate healthy gourmet fast food restaurants. The flagship restaurant began operations on April 10, 2000 and the Company did not report any revenues for the quarter ending March 31, 2000. For the period ending September 30, 2001, Healthy Bites Grill, Inc., the subsidiary that operates the restaurant, reported net revenues of $326,002 and losses of $114,103. The total consolidated loss of $1,187,648 for the period ending September 30, 2001 includes losses from restaurant operation and other expenses in the amount of $1,073,545, which include expenses incurred by Health Express Franchise Company totaling $66,000 for legal and franchise fees and expenses incurred by Healthy Bites Grill of Boca, Inc. totaling $64,725 for rent and real estate taxes. Health Express USA, Inc. - September 30, 2001 as compared to September 30, 2000 The expenses for the period ending September 30, 2001 of $1,073,545 for non-restaurant operations include compensation paid to officers and directors and employees of $419,375 in stock and options (non-cash). Excluding depreciation expense of $68,612 and other non-cash compensation for services of $149,025, Health Express USA, Inc. incurred net cash losses for non-restaurant operations of $436,533. General and Administrative expenses in the amount of $346,293 incurred by Health Express USA, Inc. represent approximately $195,625 incurred during the third quarter ending September 30, 2001 as compared to general and administrative expenses of $49,096 during the third quarter of 2000. This increase is due primarily to increases in advertising and promotion, administrative salaries and professional fees and additional legal fees and operating expenses incurred by the subsidiaries, Health Express Franchise Company and Healthy Bites Grill of Boca, Inc. Healthy Bites Grill, Inc. - September 30, 2001 as compared to September 30, 2000: Since the opening of the restaurant, on April 10, 2000, the restaurant has reported net losses, net sales and profit margins as follows: Net Profit Margin (a) Quarter Ending Loss Net Sales (Loss) - --------------- ---- --------- ------ 6-30-2000 $ 79,773 $ 94,765 $(20,704) 9-30-2000 56,966 105,491 (14,102) 12-31-2000 48,190 84,215 (8,415) 3-31-2001 42,950 113,976 (10,415) 7-01-2001 38,027 132,231 14,132 9-30-2001 33,126 79,795 3,623 (a) Net Sales less Labor, Food Costs and Paper Costs The decrease in net sales for the current quarter as compared to previous quarters is due to reduced hours of operations during the summer months. The resulting lower profit margin as compared to the previous quarter is due primarily to higher labor costs. The Company is expecting increased sales during the last quarter of the current year as a result of the upcoming tourist season, however, management is concerned that this year's tourist season may be dampened by the after effects of the September 11 terrorist attacks.. Healthy Bites Grill of Boca, Inc.: On May 7, 2001 the Company has entered into a lease for a pre-existing freestanding fast-food restaurant in Boca Raton, Florida. The building is approximately 3,900 square feet and is centrally located near a major mall, a business district and residential neighborhoods of upscale homes, townhouses and apartments. The shopping mall, in very close proximity, is a popular destination for shoppers in Boca Raton, Florida, a city well known for its affluent communities. Close to the major highway and two major thoroughfares, this restaurant represents the ideal combination of location and demographics for the Company's restaurant theme and products. This second restaurant will be operating through a wholly owned subsidiary, Healthy Bites Grill of Boca, Inc., a Florida corporation organized on May 7, 2001. The lease for this location is for a five year period with two five-year options, with initial monthly rental payments of $8,333.33 plus common area maintenance of approximately $1,900 and real estate taxes of approximately $1,400. The Company is planning for renovation of the property and expects to begin restaurant operations in early 2002. Health Express Franchise Company: On July 10, 2001 the Company entered into an agreement with Francorp, Inc., a major franchise-consulting group, to develop and implement a comprehensive franchise program. This program provides assistance in various phases including: - -Strategic Planning and Program Structure - -Franchise Documentation - -Franchise Operations Manuals - -Franchise Marketing Plan - -Franchise Sales Consulting - -One Year Consulting Services The fee for the above program is $ 136,000. Liquidity and Capital Resources As of October 29, 2001 the Company has approximately $330,000 in cash and cash equivalents. This amount of available cash is sufficient to satisfy the Company's need for working capital for at least the next six months. The Company currently has no debt outside of normal and recurring accounts payable resulting from restaurant operations and an obligation for a capital lease for a Point of Sale register system. The Company is presently in the beginning phase of renovation of the second restaurant in Boca Raton, Florida, and Management expects additional improvement costs in the range of $400,000 to $500,000. While Management projects that available cash will be sufficient to meet the Company's immediate working capital, additional funds will be necessary to finance the construction of the Boca location as well as the start of its franchising efforts. To raise additional funds the Company may seek additional financing through the sale of its securities. The Company's directors also may provide additional funds by exercising their options. The Company may also seek alternative sources of financing, including more conventional sources such as bank loans and credit lines or loans from the Company's officers. However, no assurances can be given that the Company will be able to meet its long-term needs through the sale of securities or otherwise. From time to time the Company may evaluate potential acquisitions involving complementary businesses, content, products or technologies. The Company has no present agreements or understanding with respect to such acquisition. The Company's future capital requirements will depend on many factors, including growth of the Company's restaurant business, the success of its franchising operations, economic conditions and other factors including results of future operations. PART II - OTHER INFORMATION Item 2. Changes in Securities During the nine-month period ended September 30, 2001 the Company issued the following securities.
Common Stock ------------ Additional Additional Shares at Par Paid-In Issued Value Capital Total --------- ---------- ---------- ---------- Common Stock at December 31, 2000 6,467,722 $ 6,468 $5,687,429 $5,693,897 Contribution of 200,000 shares of restricted stock at $0.001 per share (200,000) (200) 200 Issuance of 306,000 shares of restricted 306,000 306 229,194 229,500 stock at $0.75 per share-officer compensation Issuance of 29,000 shares of restricted 29,000 29 10,121 10,150 stock at $0.35 per share-private offering Issuance of 7,634 shares of restricted 7,634 7 9,994 10,001 stock at $1.31 per share-exercise of options Issuance of 38,700 shares of restricted stock at $0.35 per share-exercise of options 38,700 39 13,506 13,545 Issuance of 140,500 shares of restricted stock at $0.35 per share-exercise of warrants 140,500 141 49,034 49,175 Issuance of 39,500 shares of restricted 39,500 38 29,587 29,625 stock at $0.75 per share-compensation Issuance of 1,666,667 shares of restricted 1,666,667 1,668 998,332 1,000,000 stock at $0.60 per share-private offering Issuance of 39,400 shares of restricted 39,400 39 39,361 39,400 stock at$1.00 per share-compensation Additional paid in capital for stock options and warrants 146,375 146,375 --------- ---------- ---------- ---------- Common Stock at September 30, 2001 8,535,123 $ 8,535 $7,213,133 $7,221,668 ========== ========== ========== ==========
Item 6. Exhibits and Reports on Form 8-K The following exhibits are included herein: Exhibit 4 - Stock options issued to Ted Witham pursuant to Employment Agreement Warrants for 38,000 shares issued to Francorp, Inc. (1) Warrants for 2,000,000 shares issued to Rider Insurance Company (1) Exhibit 10 -Employment Contract between Health Express USA, Inc. and Ted Witham. (employee) Franchise Development Agreement with Francorp, Inc.(1) Lease between Healthy Bites Grill of Boca, Inc. and Lester M. Entin Associates (2) (1) Previously filed as Exhibit to Form 10-QSB on August 13, 2001. (2) Previously filed as Exhibit to Form 10-QSB on May 14,2001 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. HEALTH EXPRESS USA, INC. ------------------------ (Registrant) March 28, 2002 /s/ Douglas Baker - -------------------------- ------------------------------ Date Douglas Baker, President March 28, 2002 /s/ Bruno Sartori - -------------------------- ------------------------------- Date Bruno Sartori, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----