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Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
--------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________to _________________
For Quarter Ended March 31, 2004
--------------
TRANSNET CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-1892295
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
45 Columbia Road, Somerville, New Jersey 08876-3576
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 908-253-0500
------------
- ----------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last Report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock ($.01 par value), as of May 12, 2004: 4,800,804
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PAGE NO.
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PART I. FINANCIAL INFORMATION
- ------- ---------------------
Item 1. Consolidated Balance Sheets
March 31, 2004 (unaudited) and June 30, 2003 1
Consolidated Statements of Operations (unaudited)
Three Months Ended March 31, 2004 and 2003 2
Nine Months Ended March 31, 2004 and 2003 3
Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 2004 and 2003 4
(unaudited)
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis 6
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION
- -------- -----------------
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
i.
ITEM 1. TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, June 30,
2 0 0 4 2 0 0 3
------- -------
(Unaudited)
ASSETS:
CURRENT ASSETS
Cash and Cash Equivalents $ 6,437,844 $ 6,935,623
Accounts Receivable - Net 5,209,270 5,669,313
Inventories 699,061 392,774
Other Current Assets 18,203 16,572
Deferred Tax Asset 256,301 256,301
--------------- ---------------
TOTAL CURRENT ASSETS $ 12,620,679 $ 13,270,583
PROPERTY AND EQUIPMENT - NET 465,631 444,969
OTHER ASSETS 234,719 247,753
--------------- ---------------
TOTAL ASSETS $ 13,321,029 $ 13,963,305
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 323,755 $ 382,813
Accrued Expenses 127,347 184,744
Income Taxes Payable 9,827 19,426
Floor Plan Payable 444,101 549,826
--------------- ---------------
TOTAL CURRENT LIABILITIES $ 905,030 1,136,809
--------------- ---------------
DEFERRED TAX LIABILITY 91,631 91,631
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Capital Stock - Common, $.01 Par Value, Authorized
15,000,000 Shares; Issued 7,469,524 Shares
[of which 2,694,720 are in Treasury ] 74,695 74,695
Paid-in Capital 10,686,745 10,686,745
Retained Earnings 8,871,128 9,281,625
--------------- ---------------
Totals 19,632,568 20,043,065
Less: Treasury Stock - At Cost (7,308,200) (7,308,200)
---------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 12,324,368 12,734,865
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,321,029 $ 13,963,305
=============== ===============
See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2 0 0 4 2 0 0 3
------- -------
REVENUE:
Equipment Sales $ 3,283,777 $ 3,160,515
Service 3,572,076 4,436,372
--------------------- --------------------
TOTAL REVENUE 6,855,853 7,596,887
--------------------- --------------------
COST OF REVENUE:
Equipment Sales 3,004,255 2,933,333
Service 2,811,185 3,402,486
--------------------- --------------------
TOTAL COST OF REVENUE 5,815,440 6,335,819
--------------------- --------------------
GROSS PROFIT 1,040,413 1,261,068
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,498,247 1,723,318
OPERATING (LOSS) (457,834) (462,250)
--------------------- --------------------
OTHER INCOME:
Interest Income 13,004 12,221
(LOSS) BEFORE PROVISION
For Income Taxes (444,830) (450,029)
PROVISION FOR INCOME TAXES -- --
--------------------- --------------------
NET (LOSS) $ (444,830) $ (450,029)
===================== ====================
BASIC NET (LOSS) PER COMMON SHARE $ (0.09) $ (0.09)
===================== ====================
DILUTED NET (LOSS) PER COMMON SHARE $ (0.09) $ (0.09)
===================== ====================
Weighted Average Common Shares Outstanding - Basic 4,774,804 4,774,804
===================== ====================
Weighted Average Common Shares Outstanding - Diluted 4,948,671 4,841,841
===================== ====================
See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
---------------------------
2 0 0 4 2 0 0 3
------- -------
REVENUE:
Equipment Sales $ 12,115,654 $ 12,161,153
Service 11,761,121 12,901,787
--------------------- ------------------
TOTAL REVENUE 23,876,775 25,062,940
--------------------- ------------------
COST OF REVENUE:
Equipment Sales 10,933,160 11,022,921
Service 9,000,272 9,575,210
--------------------- ------------------
TOTAL COST OF REVENUE 19,933,432 20,598,131
--------------------- ------------------
Gross Profit 3,943,343 4,464,809
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 4,403,175 5,105,322
--------------------- ------------------
OPERATING (LOSS) (459,832) (640,513)
--------------------- ------------------
OTHER INCOME:
Interest Income 49,335 37,495
(LOSS) BEFORE PROVISION FOR INCOME TAXES (410,497) (603,018)
PROVISION FOR INCOME TAXES -- --
--------------------- ------------------
NET (LOSS) $ (410,497) $ (603,018)
===================== ==================
BASIC NET (LOSS) PER COMMON SHARE $ (0.09) $ (0.13)
===================== ==================
DILUTED NET (LOSS) PER COMMON SHARE $ (0.08) $ (0.12)
===================== ==================
Weighted Average Common Shares Outstanding - Basic 4,774,804 4,774,804
===================== ==================
Weighted Average Common Shares Outstanding - Diluted 4,923,646 4,841,841
===================== ==================
See Notes to Consolidated Financial Statements.
3
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
---------------------------
2 0 0 4 2 0 0 3
-------- -------
Operating Activities:
Net (Loss) $ (410,497) $ (603,018)
---------------- -----------------
Adjustments to Reconcile Net Income
to Net Cash:
Depreciation and Amortization 95,905 154,578
Provision For Doubtful Accounts -- (1,581)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable 460,043 2,720,025
Inventory (306,287) (452,533)
Other Current Assets (1,631) 26,410
Other Assets 13,034 (1,959)
Increase (Decrease)in:
Accounts Payable and Accrued Expenses (116,455) (693,647)
Other Current Liabilities -- (237,511)
Income Taxes Payable (9,599) --
Total Adjustments 135,010 1,513,782
---------------- -----------------
Net Cash - Operating Activities (275,487) 910,764
---------------- -----------------
Investing Activities:
Capital Expenditures (116,567) (36,810)
---------------- -----------------
Net Cash - Investing Activities (116,567) (36,810)
Financing Activities:
Floor Plan Payable - Net (105,725) 123,655
---------------- -----------------
Net Cash - Financing Activities (105,725) 123,655
---------------- -----------------
Net (Decrease) Increase in Cash and Cash Equivalents $ (497,779) $ 997,609
Cash and Cash Equivalents - Beginning of periods $ 6,935,623 $ 7,035,649
---------------- -----------------
Cash and Cash Equivalents - End of periods $ 6,437,844 $ 8,033,258
================ =================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income Taxes $ -- $ 33,083
See Notes to Consolidated Financial Statements.
4
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of March 31, 2004 and 2003 is unaudited)
(1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Consolidation: The consolidated financial statements include the
accounts of the Corporation and its wholly owned subsidiary, Century
American Corporation. Intercompany transactions and accounts have been
eliminated in consolidation.
(b) Inventory: Inventory consists of finished goods. The Corporation's
inventory is valued at the lower of cost (determined on the average cost
basis) or market.
(c) Cash and Cash Equivalents: For the purposes of the statement of cash
flows, the Corporation considers highly liquid debt instruments,
purchased with a maturity of three months or less, to be cash
equivalents.
(d) Earnings Per Share: Earnings per common share - basic are based on
4,774,804 weighted shares outstanding for the three and nine month
periods ended March 31, 2004 and 4,774,804 weighted shares outstanding
for the three and nine months periods ended March 31, 2003. Earnings per
common share - diluted are based on 4,923,646 weighted shares outstanding
for the period ended March 31, 2004 and on 4,841,841 weighted shares
outstanding for the period ended March 31, 2003.
(e) In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments consisting only of normal
recurring adjustments necessary to present fairly the financial position,
the results of operations and cash flows for the periods presented.
(f) These statements should be read in conjunction with the summary of
significant accounting policies and notes contained in the Corporation's
annual report on Form 10-K for the year ended June 30, 2003.
(g) The results of operations for the nine months ended March 31, 2004
are not necessarily indicative of the results to be expected for the
entire year.
(2.) INCOME TAXES
The Corporation has a deferred tax asset of $256,301 and a deferred tax
liability of $91,631 based upon temporary timing differences including
inventory capitalization, allowance for doubtful accounts, vacation pay
accruals and depreciation. The Corporation has recorded a valuation
allowance pertaining to net operating loss carryforwards.
(3.) RECLASSIFICATION
Certain items from the prior year's financial statements have been
reclassified to conform to the current year's presentation.
5
(4.) NEW AUTHORITATIVE PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
FIN 46, "Consolidation of Variable Interest Entities", which addresses
the consolidation of business enterprises (variable interest entities) to
which the usual condition (ownership of a majority voting interest) of
consolidation does not apply. The interpretation focuses on financial
interests that indicate control. It concludes that in the absence of
clear control through voting interests, a company's exposure (variable
interest) to the economic risks and potential rewards from the variable
interest entity's assets and activities are the best evidence of control.
Variable interests are rights and obligations that convey economic gains
or losses from changes in the values of the variable interest entity's
assets and liabilities. Variable interests may arise from financial
instruments, service contracts, nonvoting ownership interests and other
arrangements. If an enterprise holds a majority of the variable interest
of an entity, it would be considered the primary beneficiary. The primary
beneficiary would be required to include the assets, liabilities and the
results of operations of the variable interest entity in its financial
statements. In December 2003, the FASB issued a revision to FIN 46 to
address certain implementation issues.
In April 2003, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities." SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities under SFAS No. 133. SFAS
No. 149 is effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003.
The guidance should be applied prospectively.
In May 2003, SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" was issued, which
requires that certain financial instruments must now be accounted for as
liabilities. The financial instruments affected include mandatory
redeemable stock, certain financial instruments that require or may
require the issuer to buy back some of its shares in exchange for cash or
other assets and certain obligations that can be settled with shares of
stock. SFAS No. 150 is effective for all financial instruments entered
into or modified after May 31, 2003.
In May 2003, the EITF issued Issue No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables". EITF Issue No. 00-21 provides
guidance on how to determine when an arrangement that involves multiple
revenue-generating activities or deliverables should be divided into
separate units of accounting for revenue recognition purposes, and if
this division is required, how the arrangement consideration should be
allocated among the separate units of accounting. The guidance in this
Issue is effective for revenue arrangements entered into in fiscal
periods beginning after June 15, 2003.
The adoption of the new statements did not have an impact on the Corporation's
financial statements.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 2004 were $6,855,853 as compared
with $7,596,887 for the quarter ended March 31, 2003. For the quarter ended
March 31, 2004, the Corporation reported a net loss of $444,830 as compared with
a net loss of $450,029 for the similar period in the prior fiscal year. For the
nine months ended March 31, 2004, revenues were $23,876,775, as compared to
$25,062,940 reported for the similar period in the prior fiscal year, with a net
loss of $410,497 for the nine-month period ended March 31, 2004, compared with a
net loss of $603,018 for the same period in the prior fiscal year. The decrease
in revenues in the three and nine-month periods ended March 31, 2004 is due
primarily to a general decline in equipment purchases and project delays, which
was partially attributable to internal budgeting of many of the Corporation's
customers due to their budget timing, freezes and/or restraints.
The net loss for the quarter and nine-month period ended March 31, 2004 is
attributable, as referenced above, to the slowdown in equipment sales,
large-scale projects, as well as decreased technical staff utilization and
related decreases in profit margins on technical services. Service and training
related revenues are significant in their contributions to earnings because
these operations yield a higher profit margin than equipment sales.
Management concentrates it efforts on technical service and support, and on
sales of network and system integration products which yield higher profit
margins, and continues its adherence to and implementation of cost control
measures. For the three and nine-month periods ended March 31, 2004 and 2003,
respectively, revenues from the provision of service, support, outsourcing and
network integration were largely the result of the Corporation renewing and/or
entering into service contracts with a number of large corporate clients. Most
of these contracts are short-term, usually twelve months or less, and contain
provisions which permit early termination. Although the contracts generally
contain renewal terms, there is no assurance that such renewals will occur.
During the fiscal years discussed, the computer industry has experienced a trend
of decreasing prices of computers and related equipment. Management believes
that this trend will continue. Industrywide, the result of price erosion has
been lower profit margins on sales, which require businesses to sell a greater
volume of equipment to maintain past earning levels. Another result of the price
decreases has been intensified competition within the industry, including the
consolidation of businesses through merger or acquisition, the initiation of
sales by many manufacturers directly to the end-user, and the entrance of
manufacturers into technical services business. Management believes that the
adoption of policies by many larger corporate customers, which limit the number
of vendors permitted to provide goods and services for specified periods of
time, has further increased price competition.
The Corporation's performance is also impacted by other factors, many of which
are not within its control. These factors include: the short-term nature of
client's commitments; patterns of capital spending by clients; the timing and
size of new projects; pricing changes in response to competitive factors; the
availability and related costs of qualified technical personnel; timing and
customer acceptance of new product and service offerings; trends in IT
outsourcing; product constraints; and industry and general economic conditions.
7
To meet these competitive challenges and to maximize the Corporation's profit
margin, management has modified its marketing strategy during these years and
has enforced expense controls. Management also utilizes new trends such as
manufacturers' direct shipment and billing of the customers in exchange for
payment to the Corporation of an "agency fee" as a means to reduce equipment
related costs while increasing profits. Management believes that this approach,
although it may impact revenues, insulates the corporation from challenges which
may accompany sudden price decreases, hardware obsolescence and delays
collection of receivables.
Management's current marketing strategy is designed to emphasize provision of
technical services and sales of lower revenue/higher profit margin products
related to service and support operations. In this regard, management continues
its concentration on sales of network and system integration products, and IP
telephony technology, which yield higher profit margins. Management's efforts
include targeting commercial, educational and governmental customers who provide
marketplaces for a wide range of products and services at one time, a
cost-effective approach to sales. These customers often do not have their own
technical staffs and outsource their computer service requirements to companies
such as TransNet. Although there is uncertainty as to the economic future,
management is cautiously optimistic, particularly with respect to education
sales and expansion of its sales of IP telephony products.
Management believes it maximizes profits through concentration on sales of
value-added applications; promotion of the Corporation's service and support
operations; and strict adherence to cost cutting controls. In light of the
above, management emphasizes and continues the aggressive pursuit of an
increased volume of sales of technical service and support programs, and
promotion of its training services. In the near term, the Corporation believes
that product sales will continue to generate a significant percentage of the
Company's revenues. In addition, the Corporation's buying agreement with Ingram
Micro, Inc. enhances the Corporation's competitive edge through product
discounts unavailable through other sources.
With respect to selling, general and administrative expenses, actual expenses
decreased due to a reduction in personnel and related costs and amounted to 22%
of revenue for the quarter and 18% for the nine month period ended March 31,
2004. This compares to approximately 23% of revenue for the quarter and 20% for
the nine month period ended March 31, 2003. Management continues its efforts to
control and reduce administrative and personal related costs.
Interest income increased in the in the quarter and nine month period of fiscal
2004 as compared to the same periods in fiscal 2003 due to larger amounts
invested.
To date, inflation has not had a material effect on the Corporation's
operations.
LIQUIDITY AND CAPITAL RESOURCES
There are no material commitments of the Corporation's capital resources.
The Corporation currently finances a portion of its accounts receivable and
finances purchases of portions of its inventory through floor-planning
arrangements under which such inventory secures the amount outstanding. The
amount due under this financing decreased for the quarter and nine-month periods
ended March 31, 2004 due to purchase of equipment through other avenues.
Inventory increased in the quarter and nine-month periods ended March 31, 2004
as compared to the corresponding periods in the prior fiscal year also as a
result of sales orders which were open at the end of the periods.
8
Accounts receivable decreased for the quarter and nine-month period ended March
31, 2004, as compared to the same periods in the prior fiscal year as a result
of decreased revenues. Accounts payable similarly decreased for the quarter and
nine-month period ended March 31, 2004, compared with the same periods in the
prior fiscal year as a result of decreased revenues. Cash levels decreased
slightly for the three and nine-month periods ended March 31, 2004 as compared
to the prior year's periods due to payments of costs associated with inventory
increases to cover open orders.
For the fiscal quarter and nine months ended March 31, 2004, as in the similar
periods in the prior year, the internal resources of the Corporation were
sufficient to enable the Corporation to meet its obligations.
In the first quarter of fiscal 1998, management was apprised of an unasserted
possible claim or assessment involving the Corporation's Pension Plan. The Plan
was adopted in 1981 as a defined benefit plan. In 1989, various actions were
taken by the Corporation to terminate the Plan, to convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was made with the Pension Benefit Guaranty Corporation (the "PBGC").
Additionally, a final amended and restated plan document incorporating the
foregoing amendments and other required amendments including those required by
the Tax Reform Act of 1986 do not appear to have been properly adopted. In
addition, since 1989, it appears that certain operational violations occurred in
the administration of the Plan including the failure to obtain spousal consent
in certain instances where it was required.
The Corporation decided to (i) take corrective action under the IRS Walk-in
Closing Agreement Program ("CAP"), (ii) apply for a favorable determination
letter with respect to the Plan from the IRS, and (iii) terminate the Plan. The
CAP program provides a correction mechanism for "non-amenders" such as the
Corporation. Under CAP, the Corporation will be subject to a monetary sanction
(which could range from $1,000 to approximately $40,000). In addition, the
Corporation will be required to correct, retroactively, operational violations,
and to pay any resulting excise taxes and PBGC premiums and penalties that may
be due. In this regard, in connection with settlement negotiations with the IRS,
during the December 2000 quarter the Corporation made a contribution to the Plan
and made payment of specified sanctions. During the March 2001 quarter, the
Corporation finalized a settlement agreement with the IRS and is awaiting
resolution with the PBGC.
THE MATTERS DISCUSSED IN MANAGEMENT'S DISCUSSION AND ANALYSIS AND THROUGHOUT
THIS REPORT THAT ARE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT MANAGEMENT
EXPECTATIONS THAT INVOLVE RISK AND UNCERTAINTIES. POTENTIAL RISKS AND
UNCERTAINTIES INCLUDE, WITHOUT LIMITATION: THE IMPACT OF ECONOMIC CONDITIONS
GENERALLY AND IN THE INDUSTRY FOR MICROCOMPUTER PRODUCTS AND SERVICES;
DEPENDENCE ON KEY VENDORS; CONTINUED COMPETITIVE AND PRICING PRESSURES IN THE
INDUSTRY; PRODUCT SUPPLY SHORTAGES; OPEN-SOURCING OF PRODUCTS OF VENDORS; RAPID
PRODUCT IMPROVEMENT AND TECHNOLOGICAL CHANGE, SHORT PRODUCT LIFE CYCLES AND
RESULTING OBSOLESCENCE RISKS; TECHNOLOGICAL DEVELOPMENTS; CAPITAL AND FINANCING
AVAILABILITY; AND OTHER RISKS SET FORTH HEREIN.
9
ITEM 4. CONTROL AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer of the Corporation have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Report, that the Corporation's disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Corporation in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and include controls and procedures designed to ensure that information
required to be disclosed by the Corporation in such reports is accumulated and
communicated to the Corporation's management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
There were no significant changes in the Corporation's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of such evaluation.
10
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits -
31.1 Certification required by Section 302
31.2 Certification required by Section 302
32 Certification required by Section 906
B. Reports on Form 8-K -
On February 12, 2004, TransNet Corporation filed a Form 8-K under
Item 9.
SIGNATURES
Pursuant to the requirements 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.
TRANSNET CORPORATION
(Registrant)
/s/ Steven J. Wilk
----------------------------------
Steven J. Wilk, President and
Chief Executive Officer
/s/ John J. Wilk
----------------------------------
John J. Wilk,
Principal Financial and Accounting
Officer and
Chairman of the Board of Directors
DATE: May 13, 2004
11