10QSB 1 march10qsb_2004.htm FORM 10 QSB FOR MARCH 31, 2004 Form 10 QSB for March 31, 2004

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly three month period ended: March 31, 2004

 
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________________ to _________________

 

Commission file number: 000-49712


MEDINA COFFEE, INC.
(Exact name of small business issuer as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)

88-0442833
(IRS Employer Identification No.)

 

P.O. Box 741, Bellevue, Washington, 98009
(Address of principal executive offices)

 

(425) 453-0355
(Issuer's telephone number)

 

                                                      N/A                                                            
(Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

1,052,600 common shares issued and outstanding as of May 15, 2004

Transitional Small Business Disclosure Format (Check one): Yes [ ] No



 

Table of Contents

     Page No.
PART I - FINANCIAL INFORMATION

1

  ITEM 1. FINANCIAL STATEMENT

1

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

11

    General

11

    Overview

11

    Plan of Operations

11

    Results of Operations

11

    Revenue

11

    Loss Per Period/General and Administrative Expenses

11

    Liquidity and Capital Resources

12

    Recent Accounting Pronouncements

12

    "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

12

  ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

  ITEM 4. CONTROLS AND PROCEDURES

13

       
PART II - OTHER INFORMATION

13

  ITEM 1. LEGAL PROCEEDINGS

13

  ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

13

    Changes in Securities

13

    Recent Sales of Unregistered Securities

13

    Recent Sales of Registered Securities

13

    Use of Proceeds

14

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES

14

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

14

  ITEM 5. OTHER INFORMATION

14

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

14

a. Exhibits

14

b. Reports on Form 8-K

14

     
SIGNATURES

14


PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The information in this report for the three months ended March 31, 2004 is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Medina Coffee, Inc., ("Medina" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for those periods.

The condensed consolidated financial statements should be read in conjunction with Medina's financial statements and the notes thereto contained in Medina's Annual Report on Form 10-KSB for the year ended December 31, 2003.

Interim results are not necessarily indicative of results for the full fiscal year.

 

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MEDINA COFFEE, INC

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003

 

 

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MEDINA COFFEE, INC

TABLE OF CONTENTS PAGE #

Financial Statements
 
       Balance Sheet
 
F-1
       Statement of Operations
 
F-2
       Statement of Stockholders' Equity
 
F-3
       Statement of Cash Flows
 
F-4
Notes of Financial Statements F-5-7

 

 

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MEDINA COFFEE, INC.
(A Development Stage Company)

(Unaudited) Balance Sheet

 

March 31

2004

March 31,

2003

December

31, 2003

December

31, 2002

Assets        

Current Assets
       
Cash

$ 59

$ 932

$ 108

$ 4,119

Total Current Assets

59

932

108

4,119

Property & Equipment

3,040

3,420

3,040

3,420

TOTAL ASSETS

$ 3,099

$ 4,532

$ 3,148

$ 7,539

         
Liabilities and Stockholders' Equity        
Current Liabilities        
Officers' Advances (Note #6)

$ 43,090

$ 7,471

$ 42,340

$ 3,980

Officers Notes Payable (Note #7)

0

0

0

0

Accounts Payable

1,200

2,186

0

592

Total Current Liabilities

44,290

9,657

42,340

4,572

         

Stockholders' Equity: Common Stock, $.001 par value, authorized 100,000,000 shares; shares issued and outstanding 1,052,600 at March 31, 2004, March 31, 2003, December 31, 2003, December 31, 2002 respectively

Additional paid in capital

Deficit accumulated during the development

stage

 

 

 

1,050

16,000

 

(58,241)

 

 

 

1,050

16,000

 

(22,355)

 

 

 

1,050

16,000

 

(56,242)

 

 

 

1,050

16,000

 

(14,083)

Total Stockholders' Equity (Deficit)

(41,191)

(5,305)

(39,192)

2,967

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY (DEFICIT)

 

$ 3,099

 

$ 4,352

 

$ 3,148

 

$ 7,539

 

F-1

 

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MEDINA COFFEE, INC.
(A Development Stage Company)

(Unaudited) Statement of Operations

 

 

 

Three Months

Ended March 31, 2004

 

 

Three Months

Ended March 31, 2003

 

Year Ended

Dec. 31,

2003

 

Year Ended

Dec. 31,

2002

Oct. 4, 1999

(inception) to

Mar. 31,

2004

           
Revenue

$ -

$ 12,919

$ 40,914

$ 4,720

$ 45,634

Cost of Goods Sold

5,440

21,599

3,754

25,353

Gross Profit

$ -

$ 7,479

$ 19,315

$ 966

$ 20,281

General and Administrative

1,999

15,751

61,474

7,289

78,522

Net Loss

$ (1,999)

$ (8,272)

$ (42,159)

$ (6,323)

$ (58,241)

           

Net Loss per share

Basic and diluted

 

(0.0019)

 

(0.0079)

 

(0.0401)

 

(0.0061)

 

(0.0619)

Weighted average number of

common shares outstanding

 

1,052,600

 

1,052,600

 

1,052,600

 

1,033,267

 

941,126

           

See accompanying notes

F-2

 

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MEDINA COFFEE, INC.
(A Development Stage Company)

(Unaudited) Statement of Stockholders' Equity

 


Common Stock

 

Additional Paid-In Capital

 

Deficit accumulated during development stage

 

Shares

Amount

     
               
Balance December 31, 2002

1,052,600

$

1,050

$

16,000

$

(14,083)

Net loss three months ended
March 31, 2003
           


(8,272)

Balance March 31, 2003

1,052,600

 

1,050

 

16,000

 

(22,355)

               
Balance December 31, 2003

902,100

$

1,050

 

16,000

 

(56,242)

Net loss three months ended
March 31, 2004

 

     

(1,999)

Balance March 31, 2004

902,100

 

1,050

 

16,000

 

(58,241)

October 4, 1999 issued for cash

900,100

$

900

900

-

Net loss, October 4, 1999 (inception) to December 31, 2000

(4,485)

Balance December 31, 2000

900,100

900

900

(4,485)

Issue for Cash

2,000

0

200

Net loss year ended
December 31, 2001

(3,275)

Balance December 31, 2001

902,100

$

900

1,100

(7,760)

Issue for Cash

150,500

150

14,900

Net loss year ended
December 31, 2002



(6,323)

Balance December 31, 2002

1,052,600

$

1,050

16,000

(14,083)

Net loss year ended
December 31, 2003
           


(42,159)

Balance December 31, 2003

1,052,600

$

1,050

 

16,000

 

(56,242)

See accompanying notes

F-3

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MEDINA COFFEE, INC.
(A Development Stage Company)

(Unaudited) Statement of Cash Flows

 

 

Three Months

Ended March 31, 2004

 

Three Months

Ended March 31, 2003

 

Year Ended

Dec. 31,

2003

 

Year Ended

Dec. 31,

2002

Oct. 4, 1999

(inception) to

Mar. 31,

2004

           
Cash Flows from Operating Activities          
Net (Loss)

$ (1,999)

$ (8,272)

$ (42,159)

$ (6,323)

$ (58,241)

Depreciation    

380

380

760

Adjustments to reconcile net loss
to cash (used) in operating activities
         

Changes in assets and liabilities
Accounts Payable

Officers Notes Payable

Officers Advances Payable

 

1,200

0

750

 

1,594

0

3,491

 

(592)

0

38,360

 

(1,408)

0

200

 

1,200

0

43,090

Net Cash (used) in operating results

(49)

(3,187)

(4,011)

(7,151)

(13,191)

Cash Flows from Financing Activities

Proceeds from issuance of common stock

 

0

 

0

 

0

 

15,050

 

17,050

Cash Flows from Financing Activities

Purchase of Property

 

 

 

 

(3,800)

 

(3,800)

           
Net increase (decrease) in cash

(49)

(3,187)

(4,011)

4,099

59

Cash at Beginning of Period

108

4,119

4,119

20

0

Cash at End of Period

$ 59

$ 931

$ 108

$ 4,119

$ 59

See accompanying notes

F-4

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MEDINA COFFEE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

March 31, 2004 and 2003

(Unaudited)
 

Notes 1 - History and Organization of the Company

The Company was organized October 4, 1999, under the laws of the State of Nevada as Medina Coffee, Inc. The company commenced operations December 1, 2002 and, in accordance with SFAS # 7, is considered a development stage company.

On October 4, 1999, the Company issued 900,100 shares of its $0.001 par value common stock for cash of $ 1,800. On November 30, 2001, the Company issued 2,000 shares of its $0.001 par value common stock for cash of $200. On February 25, 2002, the Company issued 69,000 shares of its $0.001 par value common stock for cash of $6,900. On March 15, 2002, the Company issued 81,500 shares of its $0.001 par value common stock for cash of $8,150.

The Company has purchased an espresso cart. The cart is presently located at the Bellevue Art Museum in Bellevue, Washington. The Company has entered into a one year cost and profit sharing arrangement with the Bellevue Art Museum. Under the arrangement Medina Coffee will manage operation of the Bellevue Art Museum Cafe.

Note 2 - Accounting Policies and Procedures

The company has not determined its accounting policies and procedures, except as follows:

The company uses the accrual method of accounting.

The Company's equipment is depreciated using primarily the straight-line method for financial reporting purposes and amounted to $ 380 during 2003 and $ 0 during 2002.

Earnings per share is computed using the weighted average number of shares of common stock outstanding.

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.

In April 1998, the American Institute of Certified Public Accountant's issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-up Activities which provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998, with initial adoption reported as the cumulative effect of a change in accounting principle.

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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 3 - Warrants and Options

There are no warrants or options outstanding to issue any additional shares of common stock of the Company.

F-5

-8-


Note 4 - Property and Equipment

Property and Equipment consists of the following:

   

2004

 

2003

 
Equipment

$

3,800

$

3,800

 
Accumulated Depreciation

$

760

$

380

 
 

$

3,040

$

3,040

 

 
Note 5 - Going Concern

The company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred operating losses since inception. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through further equity financing's and seeking necessary bank loans.

Note 6 - Related Party Transactions

The Company neither owns nor leases any real or personal property. Office services are provided without charge by Harry Miller, the sole officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.

F-6

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Note 7 - Officers Advances

While the Company is seeking additional capital, an officer of the Company has advanced funds to the Company to pay for any costs incurred by it. These funds are interest free. The balances due Mr. Miller were $ 43,090 and $ 7,471 on March 31, 2004 and March 31, 2003 respectively.

Note 8 - Officers Notes Payable

Mr. Harry Miller loaned the company, $ 1,000.00 on October 5, 1999, $ 510 on June 11, 2001, $ 2,000 on June 18, 2001, $140 on September 14, 2001 and $ 1,000 on September 17, 2001 to cover legal costs and filing fees associated with incorporating the company. The loan is evidenced by way of a promissory note, the note carries no interest and is payable in five years. The balances due Mr. Miller were $0 and $0 on March 31, 2004 and 2003 respectively.

F-7

-10-


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


General

The following discussion and analysis should be read in conjunction with the financial statements, including the notes thereto, appearing elsewhere in this document.

Overview

Since Medina was formed on October 4, 1999, Medina has been involved in research and development of an espresso cart based business. Medina obtained and delivered its first espresso cart to the Bellevue Art Museum on July 30, 2002. This cart subsequently remained in storage awaiting the signing of a written agreement between the parties. During this time Medina obtained all permits necessary to operate the espresso cart at the Bellevue Art Museum. In January 2003, Medina signed a formal agreement with the Bellevue Art Museum and under the terms of this agreement Medina set up an espresso cart outside the Bellevue Art Museum and took over the management of the 510 Cafe located inside the Bellevue Art Museum.

In November and December 2002, we operated our espresso cart at the Bellevue Botanical Garden's light festival. Our espresso cart complimented the show of lights and well received by the viewing public. Although the Botanical Gardens requested we return in 2003 we declined their offer as another coffee supplier would also be on the premises at the same time.

Plan of Operation

Medina is currently re-evaluating its business plans. Mr. Miller has talked to three separate groups involved in the espresso coffee industry about possibly working out a joint venture business arrangement. Although Mr. Miller spent a considerable amount of time in discussing a possible business arrangement with these companies no deal has materialized.

Mr. Miller is now currently looking for other business opportunities for Medina either in or outside the coffee industry.

Results of Operations

Revenue.

Total revenue for the period ended March 31, 2004 was $0 compared to revenues of $9,456 for the period ended March 31, 2003. We had no revenue in 2002. The majority of our revenues in 2003 were generated from our operations at the Bellevue Art Museum which were subsequently closed in September of 2003 as the museum decided to close its facilities as part of a cost savings measure. We have not been successful in locating a new location for our cart since this time.

Expenses.

Our expenses are directly related to the costs of goods sold was $0 for the period year ended March 31, 2004 compared to $4,969 for the period ended March 31, 2003. Labour formed a large part of this expense. Our general and administrative costs for the period year ended March 31, 2004 was $685, compared to general and administrative costs of $9,368 for the period year ended March 31, 2003. A large portion of these costs are related to professional and other costs associated with maintaining our status as a reporting issuer with the Securities and Exchange Commission.

Loss Per Period/General and Administrative Expenses

Medina's net loss for the three months ended March 31, 2004 was $685 or approximately $4,196 less than recorded for the same period in 2003, the net losses in the same period in 2003 being $4,881. The majority of these costs and expenses have been covered by the funds received from a director.

-11-


Liquidity and Capital Resources

As of March 31, 2004, Medina had $59 in cash, and $2,100 in liabilities. This is in comparison to $932 in cash and $6,256 in liabilities for the quarter ended March 31, 2003.

Medina acquired its first coffee cart for a cost of $4,006. This is the sole asset of Medina. During the quarter ended March 31, 2002, Medina received $15,050 from the sales of its equity securities under a registered offering. Medina did not sell any further securities in the quarter ended March 31, 2003.

Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activity," which was subsequently amended by SFAS 137, "Accounting for Derivative Instruments and Hedging Activities: Deferral of Effective Date of FASB 133" and Statement No.138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities: an amendment of FASB Statement No. 133." SFAS 137 requires adoption of SFAS 133 in years beginning after June 15, 2000. SFAS 138 establishes accounting and reporting standards for derivative instruments and addresses a limited number of issues causing implementation difficulties for numerous entities. The Statement requires us to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be recorded at fair value through earnings. If the derivative qualifies as a hedge, depending on the nature of the exposure being hedged, changes in the fair value of derivatives are either offset against the change in fair value of hedged assets, liabilities, or firm commitments through earnings or are recognized in other comprehensive income until the hedged cash flow is recognized in earnings. The ineffective portion of a derivative's change in fair value is recognized in earnings. The Statement permits early adoption as of the beginning of any fiscal quarter. SFAS 133 will become effective for our first fiscal quarter of fiscal year 2002 and we do not expect adoption to have a material effect on our financial statements.

In December 1999, the SEC issued SAB 101, "Revenue Recognition in Financial Statements." SAB 101 summarizes certain aspects of the staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. On March 24, 2000 and June 26, 2000, the SEC issued Staff Accounting Bulletin No. 101A and No. 101B, respectively, which extend the transition provisions of SAB 101 until no later than the fourth quarter of fiscal years beginning after December 15, 1999, which would be December 31, 2000 for us.

In March 2000, the FASB issued FIN 44, Accounting for Certain Transactions Involving Stock Compensation - an Interpretation of APB No. 25, Accounting for Stock Issued to Employees". This Interpretation clarifies (a) the definition of employee for purposes of applying Opinion 25, (b) the criteria for determining whether a plan qualifies as a non-compensatory plan, (c) the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. This Interpretation is effective July 1, 2000, but certain conclusions in this Interpretation cover specific events that occur after either December 15, 1998, or January 12, 2000. To the extent that this Interpretation covers events occurring during the period after December 15, 1998, or January 12, 2000, but before the effective date of July 1, 2000, the effects of applying this Interpretation are recognized on a prospective basis from July 1, 2000.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-QSB report may contain certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and/or releases, which represent our expectations or beliefs, including but not limited to, statements concerning our economic performance, financial condition, growth and marketing strategies, availability of additional capital, ability to attract suitable personal and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

-12-


These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important facts, including but not limited to those risk factors Company's Amended Registration Statement on Form SB-1 filed with the Securities and Exchange Commission on January 8, 2002.


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Medina's primary market risk exposure is that of interest rate risk on borrowings under our credit lines, which are subject to interest rates based on the banks' prime rate, and a change in the applicable interest rate that would affect the rate at which we could borrow funds or finance equipment purchases.
 

ITEM 4: CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures
.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended) as of a date within ninety days of the filing date of this annual report on Form 10-KSB. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in internal controls.

There were no significant changes in Medina's internal controls or in any factors that could significantly affect internal controls subsequent to the date of the Chief Executive Officer and the Chief Financial Officer's evaluation.


PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

To Medina's knowledge, no lawsuits were commenced against Medina during the quarter ended March 30, 2004, nor did Medina Commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS


Changes in Securities

None.

Recent Sales of Unregistered Securities

None.

Recent Sales of Registered Securities

None.

-13-


Use of Proceeds

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibits.

Exhibit
Number

Exhibit Title
3.1 Articles of Incorporation as Amended (incorporated by reference from our Form SB-1 Registration Statement, filed July 10, 2000)
3.2 Articles of Amendment (incorporated by reference from our Form SB-1 Registration Statement, filed July 10, 2000)
3.2 Bylaws (incorporated by reference from our Form SB-1 Registration Statement, filed July 10, 2000)
31.1 Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14
31.2 Certificate of CEO/CFO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code
32.1 Certificate of CEO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

b.  Reports of Form 8-K.

None.

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.

  MEDINA COFFEE, INC.
Date: May 14, 2004

        

             /s/ Harry Miller


By:_____________________________
Harry Miller, Chief Executive Officer, President,

Secretary and Director

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