U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File Number 0-27083
W3 GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1108035
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
444 Madison Avenue, Suite 1710, New York, NY 10022
(Address of principal executive offices)
(212) 317-0060
(Issuer'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
3,888,435 shares of Common Stock, no par value, outstanding on March 31, 2001.
W3 GROUP, INC.
Form 10-QSB Quarterly Report
For Period Ended March 31, 2001
Table of Contents
Page
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements 3
Unaudited Balance Sheets at
March 31, 2001 and Audited Balance Sheet
at December 31, 2000 4 - 5
Unaudited Statements of Operations
For Three Months Ended March 31, 2001 and 6
March 31, 2000
Unaudited Statements of Cash Flows For Three
Months Ended March 31, 2001 and March 31, 2000 7
Statement of Stockholders' Equity (Deficit) 8
Notes to Financial Statements 9 - 14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
PART II -- OTHER INFORMATION 16
SIGNATURES 16
Item 1. Financial Statements:
BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and item
310 under subpart A of Regulation S-B. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2001
are not necessarily indicative of results that may be expected for the
year ending December 31, 2001. For further information, refer to the
financial statements and footnotes thereto included in the Company's
annual report on Form 10-KSB and Form 10- KSB/A for the year
ended December 31, 2000.
W3 GROUP, INC.
BALANCE SHEETS
(Unaudited) Audited
March 31 December 31
2001 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 274 $ 120
Prepaid Expenses 206,250 257,813
Loan Receivable (Note 7 and 9) 157,522 157,522
Interest Receivable (Note 7 and 9) 16,554 14,191
Rent Receivable 0 1,102
TOTAL CURRENT ASSETS: $ 380,600 $ 430,748
Fixed assets, net of accumulated
depreciation of 1,897 and $1,777 $ 599 $ 719
TOTAL ASSETS $ 381,199 $ 431,467
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited) Audited
March 31, December 31
2001 2000
CURRENT LIABILITIES:
Accounts payable $ 213,603 $ 201,641
Accrued interest 7,854 6,654
Stockholders' loans 40,000 40,000
Due to Ameristar
Capital Corporation $ 186,803 $ 173,620
TOTAL CURRENT LIABILITIES $ 448,260 $ 421,915
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value,
100,000,000 shares authorized.
Series B Convertible, non-dividend
bearing, 706,360 and 793,360
shares issued and outstanding $ 529,362 $ 594,560
Series B Convertible Preferred
Stock Purchase Warrants issued $ 325,600 $ 325,600
and outstanding
Common stock, no par value,
500,000,000 shares authorized,
3,888,435 and 3,426,899 shares
issued and outstanding as of $ 1,082,755 $1,017,557
March 31, 2001 and December 31, 2000
Additional paid-in-capital 34,625 34,625
Retained earnings(Deficit) (2,039,403) (1,962,790)
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) (67,061) 9,552
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY(DEFICIT) $ 381,199 $ 431,467
The accompanying notes are an integral part of these financial statements.
W3 GROUP, INC.
STATEMENT OF OPERATIONS (Unaudited)
For the Three
Months Ended March 31,
2001 2000
REVENUES $ 0 $ 0
OPERATING EXPENSES:
Consulting $ 64,563 13,000
Depreciation expense $ 120 120
Insurance $ 0 1,197
Office expenses and postage $ 508 1,363
Legal and accounting expenses $ 0 23,827
Rent expense $ 12,183 11,856
Transfer and filing fees $ 402 696
TOTAL OPERATING EXPENSES $ 77,776 $ 52,059
NET INCOME(LOSS) BEFORE
OTHER EXPENSES $ (77,776) $ (52,059)
OTHER INCOME AND (EXPENSES):
Interest Income 2,363 2,363
Interest (Expense) (1,200) (1,200)
TOTAL OTHER INCOME AND (EXPENSES) 1,163 1,163
NET INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (76,613) (50,896)
ESTIMATED PROVISION FOR
INCOME TAXES 0 689
NET INCOME (LOSS) $ (76,613) $ (51,585)
NET INCOME (LOSS) PER SHARE $ (.020) $ (.015)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,866,685 3,420,240
The accompanying notes are an integral part of these financial statements.
W3 GROUP, INC.
CASH FLOW STATEMENTS
For the Three Months Ended March 31, 2001 and 2000 (Unaudited)
Cash Flow Statements
March 31, 2001 March 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (76,613) $ (51,585)
Adjustments to reconcile
net loss to net cash flow
from operating activities:
Depreciation and amortization 120 120
(Increase)in receivables (1,261) (2,364)
Decrease in prepaid expenses 51,563 0
Increase in due to Ameristar
Capital Corporation 13,183 11,856
(Decrease) in deferred
offering costs 0 17,929
Increase in payables 11,962 14,618
Increase in accrued interest 1,200 1,200
Cash Provided (Used)
by Operating Activities $ 154 $ (8,226)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Common
Stock and conversion of Preferred
Stock to Common Stock 65,198 19,404
Decrease in Preferred Stock from
conversion to Common Stock (65,198) (19,404)
Net Cash Provided by
Financing Activities $ 0 $ 0
Net Increase (Decrease)in Cash $ 154 $ (8,226)
CASH, BEGINNING OF THE PERIOD $ 120 $ 60,826
CASH, END OF THE PERIOD $ 274 $ 52,600
The accompanying notes are an integral part of these financial statements.
W3 GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Statement of Stockholders' Equity
for the Three Months Ended March 31, 2001
Preferred Series B
Stock Non- Convertible
Dividend Preferred Total
Bearing Stock Common Stock Common Additional Stockholders'
Series B Purchase Number of Stock Paid-in Deficit Equity
Convertible Warrants Shares Amount Capital Accumulated (Deficit)
Balance,
January 1, 2001 $594,560 $325,600 3,844,935 1,017,557 $34,625 $(1,962,790)$ 9,552
87,000 shares of
Series B Convertible
Preferred Stock
converted to
Common Stock
(first quarter) (65,198) 43,500 65,198
Net loss for the
Three Months Ended
March 31, 2001 -- -- -- -- -- (76,613) (76,613)
Balance,
March 31, 2001 $529,362 $325,600 3,888,435 1,082,755 $34,625 (2,039,403) (67,061)
The accompanying notes are an integral part of these financial statements.
W3 GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2001
Note 1 - ORGANIZATION AND HISTORY
The Company is a Colorado corporation and had been in the development stage since its
formation on February 12, 1988. The Company was formed to seek potential business
acquisitions and its activities since inception are primarily related to its initial
public offering and merger activities.
Upon the completion of the acquisition of Concorde Management, Ltd. and its wholly owned
subsidiary, L'Abbigliamento, Ltd., the Company had ceased being a development stage
company. This acquisition was effective July 1, 1997.
L'Abbigliamento, Ltd. is a New York State corporation which was incorporated in March,
1992. L'Abbigliamento, Ltd. commenced operations in August of 1992 as an importer of
fine men's clothing. In October of 1995 Vista International Ltd., incorporated in the
Cayman Islands, was organized to acquire raw material and to sell finished goods to areas
outside the United States. Effective July 1, 1997 L'Abbigliamento, Ltd. and Vista
International Ltd. were acquired through an exchange of stock by Concorde Strategies
Group, Inc. As a result of the Company's changed focus, an agreement for the divestiture
of L'Abbigliamento, Ltd. effective March 31, 1999, was approved by shareholders on
August 12, 1999 (See Note 8), and the divestiture was completed.
On April 21, 1999, the Company entered into an Agreement and Plan of Share Exchange with
W3 Group, Inc. a Delaware corporation which was formed to acquire and develop young
companies whose businesses involve the development of Internet related technology and
applications. Effective October 1, 1999, the Agreement was completed and the Company
changed its name to W3 Group, Inc. (See Note 8).
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, cash on deposit and highly liquid
investments with maturities generally of three months or less.
Deferred Offering Costs
Costs associated with the Company's private offerings have been charged to the proceeds
of the offering. If the offerings are unsuccessful, the costs will be charged to
operations.
Sales and expenses
Sales and expenses are recorded using the accrual basis of accounting.
Fixed assets and accumulated depreciation
Fixed assets consist of a computer system and are stated at cost less accumulated
depreciation which is provided for by charges to operations over the estimated useful
lives of the assets.
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 assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 3 - CAPITALIZATION
In April 1996, the Company undertook a private placement of its securities pursuant to
the provisions of Rule 504 under Regulation D under the Securities Act of 1933, as
amended, whereby it issued 9,000,000 shares of its Common Stock in exchange for the
satisfaction of $45,000 in debts owed by the Registrant. Also in April 1996, the Company
effected a 1-for-10 reverse split of its common stock as the result of which the Company
had, following the aforesaid private offering, 1,200,000 shares issued and outstanding.
This reverse split was effected in anticipation of management's renewed efforts to find
a suitable business opportunity for the Company.
In June, 1997 the Company issued 300,000 shares of common stock to certain parties who
had performed services on behalf of the Company. The shares were issued in consideration
for the cancellation of payments owed by the Company at the agreed upon rate of $.10 per
share and were sold through a Private Placement pursuant to the exemption provided by
Rule 504 of Regulation D under the Securities Act of 1933, as amended.
On October 24, 1997, the Company completed a Private Placement Offering of 450,000 non
dividend bearing, no par value, Series B Convertible Preferred Shares. All of the shares
were sold by the Company and no Placement Agent was involved in this Offering. The
shares were sold at a purchase price of $.3125 per share and the Company realized
proceeds of $130,633 from the Offering, net of offering expenses in the amount of $9,992.
The shares were sold through a Private Placement pursuant to the exemption provided by
Rule 504 of Regulation D under the Securities Act of 1933, as amended. Each Preferred
Share is convertible into one and one quarter (1.25) shares of the Company's Common
Stock, no par value, at the election of the Preferred Shareholder at any time after
thirteen months from the date of issuance thereof and for a period of four years
thereafter.
On January 7, 1998, the Company issued 315,000 shares of Series B Convertible Preferred
shares to certain parties who had performed services on behalf of the Company, including
two companies which are principally owned by two Directors of the Company. The shares
were issued by the Company in consideration for the cancellation of debt owed by the
Company at the agreed upon rate of $.25 per share and were sold through a Private
Placement pursuant to the exemption provided by Rule 504 of Regulation D under the
Securities Act of 1933, as amended.
On June 22, 1998, the registrant issued 300,000 shares of Common Stock to a company which
has performed services on behalf of the registrant. The shares were issued pursuant to
an option in the Consulting Agreement to pay for the consulting fees through the issuance
of restricted shares of Common Stock at the agreed upon rate of $.47 per share.
On August 12, 1998, the Company completed a Private Placement of 337,600 Series B
Convertible Preferred Stock Purchase Warrants. All of the Warrants were sold by the
Company and no Placement Agent was involved in this Offering. The Warrants were sold at
a purchase price of $1.00 per Warrant and the Company realized proceeds of $325,600 from
the Offering, net of offering expenses in the amount of $12,000. The Warrants were sold
through a Private Placement pursuant to the exemption provided by Rule 504 of Regulation
D under the Securities Act of 1933, as amended. Each warrant entitles the holder thereof
to purchase one Series B Convertible Preferred Share at a price of $3.00 per share during
the period commencing thirteen months after the date of the issuance thereof and
continuing thirty (30) months thereafter. The warrants are redeemable by the Company at
any time after thirteen months after their issuance and prior to their expiration at a
price of $0.05 per warrant, upon 30 days prior written notice, provided that the closing
sale price of the shares as reported on the NASD Electronic Bulletin Board shall have
been at least $4.80 (160% of the exercise price of the warrants) on each of the 20
consecutive trading days ending on the tenth day prior to the day on which the notice of
redemption is given.
On April 1, 1999, the Company sold 175,000 shares of Series B Convertible Preferred stock
to certain parties who had performed services on behalf of the Company, including one
company which is principally owned by a Director of the Company. The shares were sold by
the Company in consideration for the cancellation of payments owed by the Company at the
agreed upon rate of $2.00 per share and were sold through a Private Placement pursuant
to the exemption provided by Rule 504 of Regulation D under the Securities Act of 1933,
as amended.
On May 21, 1999, 199,995 restricted shares of Common Stock were sold to a principal of
L'Abbigliamento, Ltd. who had performed consulting services on behalf of the registrant.
These shares were issued in October, 1999 in consideration for the cancellation of
payments in the total amount of $64,995 owed by the registrant for said services.
In October, 1999, the Company issued 116,000 shares of the Series B Convertible Preferred
Stock to three shareholders in satisfaction of a previously existing obligation relating
to consulting services performed on behalf of the Company by an independent third party.
Effective October 1, 1999, the Agreement and Plan of Share Exchange (the "Agreement")
with W3 Group, Inc. a privately owned company, was completed. (See Note 13). Under the
terms of this Agreement, Concorde acquired 100 percent of the capital stock of W3 Group,
Inc. in exchange for an equal number of shares (3,250,000) of Concorde's post split
Common Stock. W3 Group, Inc, became a wholly owned subsidiary of Concorde, and Concorde
changed its corporation name to W3 Group, Inc.
Also, on October 1, 1999, the reverse split of Concorde's Common Stock on the basis of
one new share for each 30 existing shares was effected. The number of outstanding shares
of Concorde's Series B Convertible Preferred Stick and Series B Convertible Preferred
stock Purchase Warrants remained unchanged, however, the conversion feature has been
adjusted to reflect the reverse split.
As per the Agreement, a special distribution of 520,056 Common Stock Purchase Warrants
was made on October 4, 1999 to holders of the registrant's Common Stock, Series B
Convertible Preferred Stock, and Series B Convertible Preferred Stock Purchase Warrants.
The special distribution was made on the basis of one Common Stock Purchase Warrant for
each ten shares of Common Stock (pre-reverse split) either outstanding as of September
30, 1999 or committed to be issued upon conversion of the then outstanding Preferred
shares, or the currently outstanding Warrants to purchase Preferred Shares. The Common
Stock Purchase Warrants are callable and each represent the right to purchase one share
of Common Stock at a price of $6.00 per share during the exercise period, which is from
the date of their issuance until October 1, 2001.
On October 16, 1999, the Company issued 11,800 shares of Common Stock to the original
investors in Series B Convertible Preferred Stock and Series B Convertible Preferred
Stock Purchase Warrants to adjust for the effect of the Company's restructuring.
At a special meeting of shareholders on January 18, 2000, shareholders approved amending
the articles of incorporation to adjust the conversion right of the Series B Convertible
Preferred Stock from an amount equal to 0.0416 shares to 0.5 (one half) share of Common
Stock for each one share of Series B Convertible Preferred Stock. Series B Convertible
Preferred Stock may be converted to Common Stock at the election of the shareholder until
October 14, 2002.
On April 27, 2000, the registrant issued 300,000 restricted shares of Common Stock to a
former director of the Company in consideration for services being performed on behalf
of the registrant. The shares were issued in lieu of cash payment at the agreed upon rate
of $1.375 per share.
The Company withdrew its private placement offering which had commenced on December 14,
1999, and returned the private placement proceeds of $50,000 to the subscribers on May
3, 2000.
Note 4 - PROVISION FOR TAXES ON INCOME
The estimated provision for income taxes are based on the statutory federal and state
income tax rates.
Note 5 - LEASES AND OTHER COMMITMENTS
The Company leases its premises from Ameristar, an affiliated company, for the following
annual rent expenses:
(eleven months) November 1, 1997 thru September 30, 1998 $41,173
October 1, 1998 thru September 30, 1999 46,152
October 1, 1999 thru September 30, 2000 47,424
October 1, 2000 thru September 30, 2001 48,732
Total Rent Commitment $183,481
Note 6 - RELATED PARTY TRANSACTIONS
The Company has received advances of monies for its operating expenses from an affiliated
company, Ameristar Group Incorporated. W3 is leasing office space from Ameristar on a
monthly rental, commencing on November 1, 1997 for a term of three years and eleven (11)
months. (See Note 5)
The Company has incurred consulting fees of $197,833 to its Executive Vice President, and
$45,000 to "Ameristar" (an affiliate corporation) since the beginning of 1996.
The Company has issued 200,000 shares of common stock to two related privately owned
companies in consideration of $.10 per share for consulting services performed on behalf
of the Company. (See Note 3 - Capitalization)
On January 7, 1998, the Company issued 315,000 shares of Series B Convertible Preferred
Stock to certain parties who had performed services on behalf of the Company. Of that
total, 222,000 shares were issued to two related privately owned companies in
consideration of $.25 cents per share.
On June 22, 1998, the Registrant issued 300,000 shares of its Common Stock to a company
principally owned by a Director of the Registrant in consideration of $.47 per share for
consulting services performed on behalf of the Registrant. (See Note 3 -
Capitalization).
On April 1, 1999, the Registrant issued 71,666 of its preferred stock to a company
principally owned by a Director of the Registrant in consideration of $2.00 per share for
consulting services performed on behalf of the Registrant. (See Note 3 -
Capitalization).
On May 21, 1999, 199,995 restricted shares of common stock were sold to a principal of
L'Abbigliamento, Ltd. who had performed consulting services on behalf of the registrant.
These shares were issued in October, 1999 in consideration for the cancellation of
payments in the total amount of $64,995 owed by the registrant for said services.
Note 7 - DIVESTITURE OF SUBSIDIARY
A Termination Agreement was executed on May 5, 1999, for the divestiture of
L'Abbigliamento, Ltd., the Company's sole operating subsidiary and was ratified by
shareholders on August 12, 1999. Under the terms of the Agreement, (1) management of
both companies mutually elected to rescind and cancel the acquisition of L'Abbigliamento,
Ltd. by the Company, effective as of the close of business on March 31, 1999; (2)
L'Abbigliamento, Ltd. returned to the Company 100 percent of the Class A Preferred
Shares in exchange for which the Company delivered 100 percent of the L'Abbigliamento,
Ltd. capital stock held by it; (3) L'Abbigliamento, Ltd. will repay its outstanding
indebtedness to the Company in the principal amount of $158,000 in five equal monthly
payments of $1,300, plus 55 monthly payments of $1,700, which payments shall be inclusive
of interest at the rate of six percent per annum, to be followed by a final payment at
the end of aforesaid term equal to the sum of any accrued but unpaid interest due thereon
plus the entire unpaid principal amount; (4) On January 10, 2001, L'Abbigliamento, Ltd.
paid off the balance due on its loan from State Bank of Long Island, ending the Company's
liability for said loan pursuant to a guarantee of payment previously made by the
Company.
Note 8 - MERGER AND ACQUISITIONS
On April 21, 1999, the Company entered into an Agreement and Plan of Share Exchange with
W3 Group, Inc., which was approved by shareholders on August 12, 1999, whereby Concorde
acquired 100 percent of the Common Stock of W3 Group, Inc. in exchange for the issuance
of 3,275,000 shares of post reverse split Common Stock of Concorde Strategies Group,
Inc., at the rate of one Concorde Share for one W3 Share. Upon completion of the
exchange of shares, effective October 1, 1999, W3 Group, Inc. became a wholly owned
subsidiary of Concorde and Concorde amended its Articles of Incorporation to change its
corporation name to W3 Group, Inc. Concorde conducted a meeting of shareholders on August
12, 1999 to ratify the Agreement and certain other matters which had been approved by its
Board of Directors.
Note 9 - LOAN RECEIVABLE
L'Abbigliamento, Ltd., the Company's former subsidiary, is in default with its payment
obligations to repay the Company the principal amount of $157,522. Management believes
that the loan will be repaid but does not know when payments will commence.
ITEM 2: Management's Discussion and Analysis of Financial Conditions and Results of
Operations:
Results of Operations
The Company did not have any revenue during the three month period ended March 31,
2001, or during the comparable period for the prior year.
Operating expenses for the three month period ended March 31, 2001 were $77,776, an
increase of $25,717 from the prior year's period, resulting from increased consulting
services.
The net loss for the three month period ended March 31, 2001 was $76,613 compared to a
net loss of $51,585 for the comparable period in the prior year, an increase of
$25,028, resulting from the aforementioned increase in consulting expenses.
The total cash and cash equivalents at March 31, 2001 totalled $274 compared to $120
at December 31, 2000, an insignificant increase of $154. Accounts Payable at March
31, 2001 totalled $213,603 compared to $201,641 at December 31, 2000, an increase of
$11,962, which resulted from consulting expenses.
The Company is continuing to look for suitable acquisition candidates. As of the date
of this Report, no additional acquisition candidates have been found, and there is no
assurance that any additional candidates will be found.
Business Objectives
W3 Group, Inc. intends to acquire, finance, and restructure profitable companies that
can utilize the Internet to expand their business and distribution channel. W3's plan
is based on analysis and evaluation of the current industry environment, trends, and
perceived opportunities in certain industries within the Internet. W3 intends to
focus on existing companies that have proven markets, profitability, and management.
W3's objective is to provide a platform for selected companies to expand their markets
via use of the Internet, strengthen internal functions by providing consulting
services and professional management support, and expansion capital, while allowing
the companies to continue management of daily operations.
W3's approach is to develop "partnerships" with companies having exceptional
management in order to improve the long term value of a business. The participation of
management through equity based compensation and stock ownership is a crucial
ingredient of W3's plan.
Liquidity and Capital Resources
At March 31, 2001, the Company had an insignificant amount of cash totalling $274.
There is no assurance that the Company will be able to raise the amount of capital
needed to meet its working capital needs.
General Risk Factors Affecting the Company and its Subsidiary
Various factors could cause actual results of the Company to differ materially from
those indicated by forward-looking statements made from time to time in news releases,
reports, proxy statements, registration statements and other written communications
(including the preceding sections of this document), as well as oral statements made
from time to time by representatives of the Company. Except for historical
information, matters discussed in such oral and written communications are forward-
looking statements that involve risks and uncertainties, including, but not limited to
the following:
Continued growth, use, and acceptance of the Internet as a business medium, and
development of the required infrastructure to support Internet growth
Rapidly changing technology
Intense competition within the Internet marketplace
Many well established companies and smaller entrepreneurial companies have
significant resources that will compete with the Company's limited resources in the
acquisition of Internet technology companies.
There can be no assurance that the Company will be able to compete successfully in
the acquisition of subsidiary companies
The management of growth is expected to place significant pressure on the Company's
managerial, operational, and financial resources
The Company will not be able to accomplish its growth strategy if it is not able to
consummate future acquisitions and raise capital.
OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable.
Item 2. Change in Securities. None
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 of Form 8-K. None.
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized.
Date: May 8, 2001 By:/s/ Robert Gordon
Robert Gordon
Acting President
Executive Vice President
Principal Financial Officer