U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM ___________ TO __________
COMMISSION FILE NUMBER: 000-31909
SCHOOLWEB SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0473897
(State or other jurisdiction of incorporation or (IRS Employer
organization Identification No.)
#280 - 815 West Hastings Street, Vancouver, British Columbia V6C 1B4
(604) 608-2540
(Registrant's telephone number)
North Pacific Capital Corp.
Suite 2602 - 1111 Beach Ave Vancouver, BC Canada V6E 1T9
(Former name, former address and former fiscal year, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
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 shorter period that the
Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [x] No
As of March 31, 2002, the Registrant had 15,483,000 shares of common
stock issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes [] No [x]
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
BALANCE SHEET AS OF MARCH 31, 2002 3
INTERIM STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2002 4
INTERIM STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2002 6
NOTES TO FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II -OTHER INFORMATION 9
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURE
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCHOOLWEB SYSTEMS INC.
(Formerly North Pacific Capital Corp.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
MARCH 31 DECEMBER 31
2002 2001
(Unaudited) (NOTE 1)
ASSETS
CURRENT ASSETS
Cash $ 7,781 $ 5,669
Prepaid expenses 4,074 3,758
Inventory 6,057 -
17,912 9,427
LICENSE RIGHTS (Note 4) 22,500 24,000
FIXED ASSETS, net of depreciation 3,145 3,400
43,557 36,827
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 26,989 $ 26,091
Due to related parties (Note 6) 11,433 33,486
38,422 59,577
COMMITMENTS AND CONTINGENCIES (Notes 1 and 4)
STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Capital stock (Note 5)
Common stock, $0.00001 par value, 100,000,000
shares authorized
15,343,000 (2001 - 14,733,000) issued and
outstanding 153 147
Additional paid-in capital 379,296 242,302
Accumulated comprehensive loss (3,505) (1,950)
Deficit accumulated during development stage (370,809) (263,249)
5,135 (22,750)
43,557 36,827
The accompanying notes are an integral part of these interim consolidated
financial statements
SCHOOLWEB SYSTEMS INC.
(Formerly North Pacific Capital Corp.)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
October 13
Three Three months 2000
Months ended March (inception) to
Ended 31, 2001 March 31, 2002
(Note 1)
HARDWARE SALES $ 825 $ - $ 825
EXPENSES
Depreciation and amortization 1,755 - 8,355
Consulting 16,955 - 34,255
License fees 60,000 30,000 180,000
Office and general 10,286 6,038 60,816
Marketing 15,846 4,231 55,275
Professional fees 3,543 1,320 32,933
108,385 41,589 371,634
NET LOSS FOR THE PERIOD $ (107,560) $ (41,589) $ (370,809)
BASIC NET LOSS PER SHARE $ (0.01) $ 0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 14,910,445 12,343,000
The accompanying notes are an integral part of these interim
consolidated financial statements
SCHOOLWEB SYSTEMS INC.
(Formerly North Pacific Capital Corp.)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
October 13
Three Three months 2000
Months ended March (inception) to
Ended 31, 2001 March 31, 2002
(Note 1)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (107,560) $ (41,589) $ (370,809)
Adjusted for item not involving cash:
Depreciation and amortization 1,755 - 8,355
Changes in inventory (6,057) - (6,057)
Changes in prepaid expenses (316) - (4,074)
Changes in accounts payable 898 - 22,849
NET CASH FLOWS USED IN OPERATING ACTIVITIES (111,280) (41,589) (349,736)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties (22,053) 16,267 7,595
Proceeds on sale of common stock 137,000 31,424 357,353
NET CASH FLOWS FROM FINANCING ACTIVITIES 114,947 47,691 364,948
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of capital assets - (4,000) (4,000)
Cash acquired on reverse acquisition
of SchoolWeb (Note 3) - - 74
NET CASH FLOWS USED IN INVESTING ACTIVITIES - (4,000) (3,926)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,555) - (3,505)
INCREASE IN CASH 2,112 2,102 7,781
CASH, BEGINNING OF PERIOD 5,669 3 -
CASH, END OF PERIOD 7,781 2,105 7,781
The accompanying notes are an integral part of these interim
consolidated financial statements
SCHOOLWEB SYSTEMS INC.
(Formerly North Pacific Capital Corp.)
(A Development Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated on June 26, 2000 in the State of Nevada
as North Pacific Capital Corp. and was organized for the purpose of
creating a corporate vehicle to locate and acquire an operating
business. On December 19, 2001 the Company changed its name to
Schoolweb Systems Inc. ("SW Systems" or the "Company"). On November
6, 2000, the Company filed a Form 10SB registration with the United
States Securities and Exchange Commission and as a result is subject
to the regulations governing reporting issuers in the United States.
By agreement dated July 2, 2001 and completed September 10, 2001, SW
Systems issued 12,343,000 shares of restricted common stock to the
shareholders of Schoolweb Holdings Inc. ("SW Holdings"), a
development stage company incorporated October 13, 2000 in the State
of Nevada, in exchange for all of the issued and outstanding shares
of SW Holdings.
The acquisition resulted in the former shareholders of SW Holdings
acquiring 90.1% of the outstanding shares of the Company and has been
accounted for as a reverse merger with SW Holdings being treated as
the accounting parent and SW Systems, the legal parent, being treated
as the accounting subsidiary. Accordingly, the consolidated results
of operations of the Company include those of SW Holdings for all
periods shown and those of the SW Systems since the date of the
reverse acquisition. The results of operations of SW Holdings are
from its inception, October 13, 2000 and include the results of its
wholly-owned subsidiary, SchoolWeb Systems (Canada) Ltd. a company
incorporated April 17, 2001 in the Province of British Columbia. The
comparative balance sheet as at December 31, 2001 and the comparative
results of operations and changes in financial position for the three
months ended March 31, 2001 are those of SW Holdings. Refer to Note 3.
SW Holdings, through a License Agreement dated January 1, 2001, will
distribute, market, sell and license in the United States and Canada,
certain proprietary software and hardware systems technology known as
"SchoolWeb" used for caching Internet and multimedia files on special
servers (refer to Note 4).
The consolidated financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The
Company has incurred losses since inception and further losses are
anticipated before the Company reaches a commercial stage raising
substantial doubt as to the Company's ability to continue as a going
concern. The Company's continued operations are dependent on the
successful implementation of its business plan, its ability to obtain
additional financing as needed, and ultimately to attain profitable
operations.
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB of Regulation S-B. They do not include
all information and footnotes required by generally accepted
accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for
the year ended December 31, 2001 included in the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be read
in conjunction with those financial statements included in the Form
10-KSB. In the opinion of Management, all adjustments considered
necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the
three months ended March 31, 2002 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2002.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, SW Holdings and Schoolweb
Systems (Canada) Ltd. All significant intercompany transactions and
account balances have been eliminated.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all liquid investments, with an original
maturity of three months or less when purchased, to be cash equivalents.
Inventory
Inventory consists of computer hardware products held for resale and
is carried at the lower of cost and net realizable value.
License Rights
The Company amortizes the cost of acquiring license rights on a
straight-line basis over the term of the license.
Fixed Assets
Fixed assets are recorded at cost and depreciated on a declining
balance basis at a rate of 30% per annum.
Revenue recognition
The Company distributes computer hardware products in connection with
the distribution and licensing of the SchoolWeb technology. Revenue
from these sales is recognized at the time products are shipped to
customers and is shown net of the costs of acquiring the hardware.
Foreign Currency Translation
The financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation", foreign denominated monetary assets
and liabilities are translated to their United States dollar
equivalents using foreign exchange rates which prevailed at the
balance sheet date. Revenue and expenses are translated at average
rates of exchange during the year. Related translation adjustments
are reported as a separate component of stockholders' equity, whereas
gains or losses resulting from foreign currency transactions are
included in results of operations.
Fair Value of Financial Instruments
In accordance with the requirements of SFAS No. 107, the Company has
determined the estimated fair value of financial instruments using
available market information and appropriate valuation methodologies.
The fair value of financial instruments classified as current assets
or liabilities approximate carrying value due to the short-term
maturity of the instruments.
Stock-Based Compensation
The Company accounts for stock-based compensation in respect to stock
options granted to employees and officers using the intrinsic value
based method in accordance with APB 25. Stock options granted to non-
employees are accounted for using the fair value method in accordance
with SFAS No. 123. In addition, with respect to stock options
granted to employees, the Company provides pro-forma information as
required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.
The Company accounts for equity instruments issued in exchange for
the receipt of goods or services from other than employees in
accordance with SFAS No. 123 and the conclusions reached by the
Emerging Issues Task Force in Issue No. 96-18. Costs are measured at
the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is
more reliably measurable. The value of equity instruments issued for
consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by
the provider of goods or services as defined by EITF 96-18.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
The Company has also adopted the provisions of the Financial
Accounting Standards Board Interpretation No.44, Accounting for
Certain Transactions Involving Stock Compensation - An Interpretation
of APB Opinion No. 25 ("FIN 44"), which provides guidance as to
certain applications of APB 25. FIN 44 is generally effective July
1, 2000 with the exception of certain events occurring after December
15, 1998.
Income taxes
The Company follows the liability method of accounting for income
taxes. Under this method, future tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax balances.
Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be
recovered or settled. The effect on future tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the date of enactment or substantive enactment.
As at March 31, 2002 the Company had net operating loss
carryforwards; however, due to the uncertainty of realization the
Company has provided a full valuation allowance for the deferred tax
assets resulting from these loss carryforwards.
Net Loss per Common Share
Basic loss per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average
number of common shares outstanding for the period. Dilutive
earnings per share reflects the potential dilution of securities that
could share in the earnings of the Company. The accompanying
presentation is only of basic loss per share as the potentially
dilutive factors are anti-dilutive to basic loss per share.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB")
issued Statement No. 142, Goodwill and Other Intangible Assets ("SFAS
142"), which requires that goodwill not be amortized. SFAS requires
that the Company review goodwill at least annually to determine if an
impairment has occurred and if so that goodwill should be reduced
accordingly. The Company has determined that the implementation of
this standard does not have any impact on its financial statements.
NOTE 3 - ACQUISITION OF SW HOLDINGS
By agreement dated July 2, 2001 and completed September 10, 2001, SW
Systems acquired 100 % of the issued and outstanding shares of SW
Holdings in exchange for 12,343,000 shares of restricted common stock
of SW Systems. At the time of this transaction, the former
shareholders of SW Holdings acquired 90.1% of the 13,693,000 total
issued and outstanding shares of SW Systems.
This acquisition has been accounted for as a recapitalization using
accounting principles applicable to reverse acquisitions with SW
Holdings being treated as the accounting parent (acquirer) and SW
Systems being treated as the accounting subsidiary (acquiree). The
value assigned to the capital stock of consolidated SW Systems on
acquisition of SW Holdings is equal to the book value of the capital
stock of SW Holdings plus the book value of the net assets of SW
Systems as at the date of the acquisition.
The book value of SW System's capital stock subsequent to the
acquisition is calculated and allocated as follows:
SW Holdings capital stock $ 153,103
SW Systems net assets (liabilities) (7,904)
$ 145,199
Capital stock $ 137
Additional paid-in capital 145,062
$ 145,199
These consolidated financial statements include the results of
operations of SW Holdings since October 13, 2000 (inception) and the
results of operations of SW Systems since the date of the reverse
acquisition on September 10, 2001. SW Systems had no material
assets, liabilities or operations for the period from July 1, 2001 to
September 10, 2001.
NOTE 4 - LICENSE AGREEMENT
By agreement dated January 1, 2001, SW Holdings entered into an
agreement with Advanced Interactive Inc. ("AII") and Advanced
Interactive (Canada) Inc. ("AIC") whereby SW Holdings acquired
exclusive and non-exclusive rights and licenses to commercialise,
distribute and market SW Holdings related licensed technology,
products and services in the United States and Canada for a period of
five years. SW Holdings must pay royalties equal to 40% of net
revenue received plus $10,000 per month in the first year, $20,000
per month in year two, and increasing by $8,000 per month in each of
the subsequent years to a maximum of $84,000 per month. After year
three, the monthly payment is reduced by the amount of royalties
otherwise payable. In addition SW Holdings issued 2,500,000 shares
on June 29, 2001 valued at $.01 per share or $25,000.
Effective September 10, 2001 SW Holdings, AII and AIC amended the
original agreement such that AI and AIC would receive an additional
500,000 shares valued at $5,000 which SW Systems issued on September
10, 2001.
NOTE 5 - CAPITAL STOCK
To March 31, 2002, the Company has not granted any stock options and
has not recorded any stock-based compensation.
During the period, the Company completed a private placement of
510,000 units at a price of $.20 per unit. Each unit consists of one
common share and one share purchase warrant entitling the holder to
acquire an additional share at a price of $0.50 per share to February
28, 2004.
During the period, the Company completed a private placement of
100,000 units at a price of $.35 per unit. Each unit consists of one
common share and one share purchase warrant entitling the holder to
acquire an additional share at a price of $0.50 per share to March 15, 2004.
At March 31, 2002 there were 510,000 warrants outstanding to purchase
510,000 common shares at a price of $0.50 per share to February 28,
2004 and 100,000 warrants outstanding to purchase 100,000 common
shares at a price of $0.50 per share to March 15, 2004.
NOTE 6 - RELATED PARTY TRANSACTIONS
Certain directors have provided cash loans totalling $11,433 at March
31, 2002. These loans are non-interest bearing and have no specific
terms of repayment.
During the period, two directors of SW Holdings received $14,401
(2000 - $4,231) in marketing fees. The Company also incurred $14,750
in consulting fees to two other directors during the period.
During the period, a company controlled by a shareholder of the
Company received $6,420 in professional fees.
NOTE 7 - INCOME TAXES
The Company and its subsidiaries have tax losses which may be
available to reduce future year's taxable income, that result in
deferred tax assets. Management believes that the realization of the
benefits from these deferred tax assets appears uncertain due to the
Company's limited operating history and losses to date. Accordingly
a full, deferred tax asset valuation allowance has been provided and
no deferred tax asset benefit has been recorded.
NOTE 8 - SUBSEQUENT EVENT
Subsequent to March 31, 2002, the Company received $53,500 towards
private placement subscriptions for shares of common stock at a price
of $.35 per unit.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
SchoolWeb Holdings Inc., in January of 2000, entered into a software
license agreement with Advanced Interactive Inc. ("AII") by which it
acquired the North American rights to market and distribute AII's
broadcast / caching software ( the SchoolWeb software system it
currently markets and distributes).
On March 6, 2002, AII and Hewlett Packard (Canada) entered into an
agreement (the "Hewlett Packard Agreement") where AII agreed that the
broadcast caching software it had licensed to the Company would, be
sold in conjunction with Hewlett Packard hardware and with financing
provided by a division of Hewlett Packard (Canada), Hewlett Packard's
leasing and finance division.
Effective March 6, 2002 but executed on April 10, 2002, the Company
granted to AII its consent to the Hewlett Packard Agreement. As a
result, the Company must only sell broadcast caching server software
(including the SchoolWeb software system) in conjunction with Hewlett
Packard hardware and with financing provided by Hewlett Packard's
leasing and finance division.
Management of the Company consented to the Hewlett Packard Agreement
because in it Hewlett Packard (Canada) agrees to use its best efforts
to provide distribution and marketing of the broadcast caching
software products the Company has licensed from AII. The Company
hopes that Hewlett Packard (Canada) and its distribution capability
will generate sales of the SchoolWeb software system and the
HealthWeb software system. In exchange for its consent, the Company
also secured rights under the License Agreement to a broader range of
products than it previously had rights to. The License Agreement
with AII originally entitled the Company only to the SchoolWeb and
OfficeServer software products. The License Agreement has now been
amended to expand the Company's rights to a North American license of
all broadcast caching software products AII has developed.
In December 2001, Hewlett Packard began testing the SchoolWeb system
in their facilities. In March and April of 2002, Hewlett Packard
(Canada) began market-testing the SchoolWeb software system.in 15
school districts across Canada.
The Company hopes that these tests will generate revenue from sales
of the SchoolWeb software system.
(a) Results of Operations
With the closing of the SchoolWeb Agreement, the Company's results,
on a consolidated basis, reflected its own results consolidated with
its subsidiary, SchoolWeb Holdings Inc.
For the quarter ended March 31, 2002, the Company had a net loss of
$107,560 or $0.01 per share. The net loss for the corresponding
period of January 1, 2001, to March 31, 2001 was $41,589 or $0.00 per
share.
For the quarter ended March 31, 2002, the Company incurred general
and administrative expenses of $10,286; marketing expenses of
$15,846; consulting fees of $16,955; fees payable under the License
Agreement of $60,000; and $3,543 in professional fees. For the
corresponding period of January 1, 2001 to March 31, 2001, the
Company had general and administrative expenses of $6,038; marketing
expenses of $4,231; no consulting fees; fees payable under the
License Agreement of $30,000 and professional fees of $1,320. There
was depreciation of $1,755 in the quarter ended March 31, 2002.
(b) Liquidity and Capital Resources
As at March 31, 2002, the Company had $7,781 cash in the bank.
The Company hopes to realize cash flow from sales of the SchoolWeb
software system in the second quarter of 2002. The Company has
received a purchase order from the Heiltsuk aboriginal nation,
located at Bella Bella, British Columbia, Canada, for an 1nterlink
ISP system, in the amount of $25,900. This system is scheduled to be
installed in June 2002. The Company also anticipates that it will
realize revenues as a result of the Hewlett Packard Agreement but
cannot, at this time, give any reliable indication or prediction of
the amount of the revenue.
It is likely that the Company will either entirely or partially
dependant on raising capital or receiving advances from related
parties in order to meet the continuing costs of marketing the
Licensed Technology and, possibly, developing products other than the
SchoolWeb software system which are based on the Licensed Technology
(if available funds permit such development).
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K. The Registrant filed one report on
Form 8-K during the quarterly period ended March 31, 2002 dated March
6, 2002.
(b) Exhibits. Exhibits included or incorporated by reference
herein: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SCHOOLWEB SYSTEMS, INC.
Dated: May 15, 2002 By: /s/ Michael Dearden
Michael Dearden,
President and Director
EXHIBIT INDEX
Number Exhibit Description
3.1 Articles of Incorporation (incorporated by reference to Exhibit
3 of the Registration Statement on Form 10-SB filed on September
28, 2000).
3.2 Certificate of Amendment to Articles of Incorporation
(incorporated by reference to Exhibit 2 of the Form 10-SB filed
on September 28, 2000).
3.3 Certificate of Amendment to Articles of Incorporation dated
October 13, 2000. (incorporated by reference to Exhibit 3.3 of
the Form 10-QSB filed on November 7, 2000)
3.4 ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-
QSB filed on November 7, 2001)