-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GNQdmnTqLIOgt6V++kqFHfWI6ks/kbf9aEfsiZTFRL3ZYgJgIOYMisRcMCxOfzGi 0t/vs2KiZyyV4PJFauSABQ== 0000829323-01-500009.txt : 20010517 0000829323-01-500009.hdr.sgml : 20010517 ACCESSION NUMBER: 0000829323-01-500009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI HOLDING CORP CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-19980-D FILM NUMBER: 1640748 BUSINESS ADDRESS: STREET 1: 8400 BROOKFIELD AVENUE CITY: BROOKFIELD STATE: IL ZIP: 60513 BUSINESS PHONE: 7083570900 MAIL ADDRESS: STREET 1: 8400 BROOKFIELD AVE CITY: BROOKFIELD STATE: IL ZIP: 60513 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PETROLEUM INC DATE OF NAME CHANGE: 19900530 10QSB 1 cgi0301qsb.txt QUARTERLY REPORT FOR CGI HOLDING CORPORATION UNITED STATES 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 EXHANGE ACT OF 1934 For the quarterly period ended : March 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 33-19980-D CGI HOLDING CORPORATION ----------------------- (Exact name of small business issuer as specified in its charter) Nevada 87-0450450 - ----------------------------- --------------------------- State of other jurisdiction of I.R.S. Employer I.D. No. incorporation or organization 8400 Brrokfield Ave, Brookfield, Illinois 60513 - ------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (708) 387-9200 ----------------- 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 Company was required to file such reports), and (2) has been subject to such filing requiremenst for the past 90 days. Yes [x] No [ ] Yes [ ] No[x] 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: 16,416,294 shares of its $0.001 par value common stock as of May 15, 2001. Transitional Small Business Disclosures Format (check one) Yes [ ] No [x] CGI HOLDING CORPORATION FORM 10-QSB For the quarter ended March 31, 2001 INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations PART II. OTHER INFOMRATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Securities Holders Item 5. Other Information Signature PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CGI HOLDING CORPORATION, INC. COMPARATIVE CONSOLIDATED BALANCE SHEET MARCH 31, 2001, DECEMBER 31, 2000 AND MARCH 31, 2000 (UNAUDITED) MARCH 31 DECEMBER 31, MARCH 31 2001 2000 2000 ------------ ------------ ------------ CURRENT ASSETS Cash 133,335 582,972 77,633 Accounts Receivable 2,918,226 2,100,057 2,714,714 Allowance for Bad Debts (112,855) (62,854) (67,489) Inventory 653,989 616,062 678,309 Other Current Assets 115,420 22,304 107,505 Note Receivable 350,000 350,000 - Costs and Estimated Earnings in Excess of Billings - - 86,694 Refundable Income Taxes - - 211,029 Deferred Tax Asset 221,265 - 343,500 Current Assets of Discontinued Operations - - 661,234 ------------ ------------ ------------ Total Current Assets 4,279,381 3,608,541 4,813,129 ------------ ------------ ------------ PROPERTY, PLANT AND EQUIPMENT Property, Plant and Equipmet 934,405 915,214 1,587,840 Less:Accumulated Depreciation (217,400) (188,631) (266,214) ------------ ------------ ------------ Subtotal 717,006 726,583 1,321,626 Fixed Assets of Discontinued Operations(Net) - - 164,481 ------------ ------------ ------------ NET PROPERTY, PLANT AND EQUIPMENT 717,006 726,583 1,486,107 ------------ ------------ ------------ OTHER ASSETS Goodwill 2,843,308 316,716 510,981 Other Assets 251,124 89,493 96,475 Goodfaith Deposits 80,000 470,000 - ------------ ------------ ------------ TOTAL OTHER ASSETS 3,174,432 876,209 607,456 ------------ ------------ ------------ TOTAL ASSETS 8,170,819 5,211,333 6,906,691 ============ ============ ============ CURRENT LIABILITIES Current Portion of Long Term Debt 391,856 474,955 568,270 Notes Payable-Line of Credit 1,299,996 1,412,236 2,068,499 Accounts Payable 938,898 579,493 657,796 Short-Term Borrowings 150,000 150,000 152,050 Accrued Corporate Taxes 216,242 131,808 7,198 Accrued Liabilities 436,596 196,535 193,503 Loan Payable- Shareholder - - 315,000 Current Liabilities of Discontinued Operations - - 307,612 ------------ ------------ ------------ TOTAL CURRENT LIABILITIES 3,433,588 2,945,027 4,269,927 ------------ ------------ ------------ LONG TERM LIABILITIES Long-Term Debt, Net of Current Portion 475,920 390,005 820,009 Deferred Income Tax 49,652 49,652 22,665 Loan Payable-Shareholder 300,000 180,000 300,000 Long Term Liabilities of Discontinued Operations - 104,762 ------------ ------------ ------------ TOTAL LONG TERM LIABILITIES 825,572 619,657 1,247,436 ------------ ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock, $0.001 par value, 5,000,000 shares authorized; no shares issued or outstanding - - - Common Stock, $0.001 par value, 100,000,000 shares authorized, 11,129,779 shares issued and outstanding 17,416 11,230 11,230 Additional Paid In Capital 4,969,150 3,119,381 3,119,381 Retained Earnings (724,907) (1,133,962) (1,741,283) Treasury Stock (350,000) (350,000) - ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 3,911,659 1,646,649 1,389,328 ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 8,170,819 5,211,333 6,906,691 ============ ============ ============ CGI HOLDING CORPORATION, INC. STATEMENT OF STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED) COMMON COMMON PAID-IN RETAINED TREASURY SHARES STOCK CAPITAL EARNINGS STOCK ---------- -------- --------- ---------- ------------ COMMON SHARES $0.001 PAR VALUE BALANCE: JANUARY 1, 2001 10,229,779 11,230 3,119,381 (1,133,961) (350,000.00) ISSUED 6,186,515 IN THE PURCHASE OR WORLDMALL.COM ON MARCH 27, 2001 6,186,515 6,186 1,849,769 NET PROFIT 409,054 ---------- -------- --------- ---------- ------------ BALANCE: MARCH 31, 2001 16,416,294 17,416 4,969,150 (724,907) (350,000) ========== ======== ========= ========== ============ CGI HOLDING CORPORATION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED) THREE MONTHS ENDED MARCH 31 ------------ ------------ 2001 2000 ------------ ------------ SALES 2,804,558 2,512,603 COST OF GOODS SOLD 1,575,148 1,679,797 ------------ ------------ GROSS PROFIT 1,229,410 832,805 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 589,960 671,755 ------------ ------------ INCOME FROM OPERATIONS 639,450 161,050 ------------ ------------- OTHER INCOME (EXPENSES) Other Income 38,030 1,200 Interest Income 3,075 - Interest Expense (55,260) (100,971) ------------ ------------ TOTAL OTHER INCOME (EXPENSE) (14,154) (99,771) ------------ ------------- INCOME BEFORE CORPORATE INCOME TAXES 625,296 61,279 INCOME TAX PROVISION 216,242 15,483 ------------ ------------ NET INCOME FROM CONTINUING OPERATIONS 409,054 45,796 DISCONTINUED OPERATIONS (NET OF TAX OF $25,982) - 76,844 ------------ ------------ NET INCOME 409,054 122,640 ============ ============= NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $0.039 $0.0045 ============ ============ NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS $0.000 $0.0075 ============ ============ NET INCOME PER COMMON SHARE $0.039 $0.0120 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,504,735 10,262,037 ============ ============ CGI HOLDING CORPORATION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (AUDITED) THREE MONTHS ENDED MARCH 31 2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net profit 409,054 122,640 Non-Cash Items Included in Net Profit Depreciation 25,600 61,402 Amortization 7,587 11,051 Allowance for Bad Debts - (100,000) OTHER CHANGES: Change in Accounts Receivable (342,447) (72,824) Change in Inventory (37,927) (65,130) Change in Other Current Assets (845) 66,669 Change in Costs and Estimated Earnings Over Billings - (12,540) Change in Prepaid Corporate Taxes Change in other Assets (36,749) 1,777 Change in Accounts Payable (5,881) (9,396) Change in Accrued Expenses 56,541 25,989 Change in Accrued Income Taxes 84,434 (14,114) Change in Deferred Taxes - 34,267 Change in Good Faith Deposit (349,500) - ------------ ------------ NET CASH CHANGE FROM OPERATING ACTIVITIES (190,133) 49,791 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Fixed Assets Acquired - (993) ------------ ------------ NET CASH CHANGE FROM INVESTING ACTIVITIES - (993) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Change in Debt (282,174) (266,354) Proceeds from Sale of Stock - 225,000 ------------ ------------ NET CASH CHANGE FROM FINANCING ACTIVITIES (282,174) (41,354) ------------ ------------ NET CASH CHANGE (472,307) 7,444 CASH RECEIVED IN ACQUISITION 22,670 - CASH BALANCE:JANUARY 1 582,972 117,190 ------------ ------------ CASH BALANCE: MARCH 31 133,335 124,634 ============ ============ Supplemental Information Interest Paid 55,260 108,614 Income Taxes Paid 131,808 14,114 Supplemental Schedule Of Noncash Investing and Financing Activities On March 27, 2001, the Company issued 6,186,515 shares of its common stock in a merger with WorldMall.Com. The Company received assets of 681,568 and liabilities of $841,557 and realized goodwill of $2,534,179. CGI HOLDING CORPORATION, INC. FOOTNOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 NOTE 1 - MERGER WITH WORLDMALL.COM The Company acquired the common stock WorldMall.Com on March 27, 2001. Pursuant to the merger all the issued and outstanding shares of common stock of WorldMall.Com were converted into shares of voting common stock of CGI Holding Corporation. At the time of the merger, 9,331,903 shares of WorldMall.Com were converted to 6,186,515 shares of CGI Holding Corporation. The market value of CGI stock on the date of the merger was $0.30 per share. WorldMall.Com was incorporated in October, 1999 in the State of New York. It is presently engaged in the internet industry and provides web site development, hosting, suport, maintenance and an on-line shopping mall through which web sites may be accessed. The transaction was accounted for using the purchase method of accounting. The balance sheet included in this filing reflects the acquisition of WorldMall.Com. NOTE 2 - NOTES PAYABLE CURRENT LONG-TERM A. CIB BANK LINE OF CREDIT Interest rate of 8.75% and maturity date of May 31, 2001. This note is secured by the general assets of SECO. 691,192 - B. MARINE BANK-LINE OF CREDIT Note is due on 9/1/01 with an interest rate of 10.00%. The total amount available is $600,000. 558,804 - C. M & T BANK - LINE OF CREDIT 50,000 - ----------- ----------- TOTAL LINE OF CREDIT 1,299,996 - D. UNION FEDERAL SAVINGS Note dated 8/20/99 with a 6 year amortization and interest rate of 11.25%. 81,231 357,385 E. OTTO BARTH Note payable due June 30, 2001 with interest rate of 8.25%. 50,000 - F. AUDREY LOVE Note payable due October 30, 1999 with an interest rate of 8.25%. 100,000 - G. JOHN ENGLISH Note payabel due 7/1/01 with interest rate of 8.00%. 50,000 - H. PAUL DOLL Note payable due June 1, 2001 with interest rate of 10.00%. 35,000 - I. COMPUTER LOAN 36 month note dated September 1999 with an interest rate of 15.99%. 209 - J. VEHICLE LOAN Payable at $303.05/month with interest rate of 7.65%. 4,050 - K. VEHICLE LOAN 60 month note dated 4/3/99 with interest rate of 7.59%. 4,699 12,452 L. HIGH FALLS DEVELOPMENT Installment noted with interest rate of prime plus two 66,667 106,083 ---------- ---------- TOTALS 1,691,852 475,920 ========== ========== NOTE 3 - LOAN FROM SHAREHOLDERS The Company and SECO-Illinois borrowed funds from shareholders to cover operating expenses. The total outstanding principal balance due as of March 31, 2001 was $230,000. The details of the balance on March 31, 2001 were as follows. Jim Spachman $175,000 - No repayment terms. Interest paid monthly as 10.00%. John Giura 55,000 - No repayment terms. No interest paid or accrued. Pat Martin 70,000 - No repayment terms. No interest paid or accrued. NOTE 4 - The financial statements reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the three months ended March 31, 2001 and 2000. NOTE 5 - PRO FORMA STATEMENT OF OPERATIONS The following pro forma results of operations include the operations of WorldMall.Com for the the period spresented. CGI HOLDING CORPORATION, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED) THREE MONTHS ENDED MARCH 31 ----------------- ----------------- 2001 2000 ----------------- ----------------- SALES 3,248,968 2,605,845 COST OF GOODS SOLD 1,908,793 1,680,412 ----------------- ----------------- GROSS PROFIT 1,340,175 925,433 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 903,872 844,651 ----------------- ----------------- INCOME FROM OPERATIONS 436,303 80,782 ----------------- ----------------- OTHER INCOME (EXPENSES) Other Income 38,030 1,200 Interest Income 3,075 - Interest Expense (75,283) (102,507) ----------------- ----------------- TOTAL OTHER INCOME (EXPENSE) (34,178) (101,307) ----------------- ----------------- INCOME BEFORE CORPORATE INCOME TAXES 402,125 (20,525) INCOME TAX PROVISION 140,744 (3,078) ----------------- ----------------- NET INCOME FROM CONTINUING OPERATIONS 261,381 (17,447) DISCONTINUED OPERATIONS (NET OF TAX OF $25,982) - 76,844 ----------------- ----------------- NET INCOME 261,381 59,397 ================= ================= NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $0.025 ($0.0017) ================= ================= NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS $0.000 $0.0075 ================= ================= NET INCOME PER COMMON SHARE $0.025 $0.0058 ================= ================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,504,735 10,262,037 ================= ================= ITEM II CGI HOLDING CORPORATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS FINANCIAL CONDITIONS The Company's total assets at March 31, 2001 were $8,170,819 which represents an increase over last year in the amount of $2,959,486 and $1,264,128 over the same quarter last year. This increase is mainly attributable to the merger with WorldMall.Com on March 27, 2001 which is detailed in the financial statement footnotes. Correspondingly, total debt increased $694,476 from last quarter and decreased $1,258,203 from the first quarter of 2000. LIQUIDITY AND CAPITAL RESOURCES Cash flows for the first quarter was a negative $282,174 compared to a negative $41,354 for the first quarter of 2000. During the quarter the Company advanced WorldMall.Com $269,500 in anticipation of its merger on March 27, 2001. Working capital at the end of this quarter was $845,793. This compares to working capital of $543,202 at the end of the first quarter of 2000. Current short term debt at March 31, 2001 was $1,841,852 compared to $2,788,819 at March 31, 2000. RESULTS OF OPERATIONS Sales for the first quarter of 2001 were $2,804,558 representing an increase of $291,955 or 11.62 percent over the same quarter last year. This increase in sales was a result of contract income by the SECO companies. Gross margins increased this quarter $396,604 over the same quarter last year. Gross margin percentage this year was 43.84% versus 33.15% last year. Again, this profitability was achieved by the SECO Companies. Selling and administrative expenses were $589,960 representing a decrease from last year in the amount of $78,480. Interest expense for the quarter was $55,260 compared to $100,971 for the first quarter of 2000. When the Company sold its Roli Ink Subsidiary in the fourth quarter of 2000, much of the proceeds were applied to debt reduction. Net income for the quarter was $409,054 or $0.039 per share compared to $45,796 from continuing operations last year of $0.0045 per share. Segment Analysis INDUSTRY SEGMENT THREE MONTHS ENDED MARCH 31, 2001 SECO TRIFINITY CGI CONSOLIDATED ------------- ------------- ------------ -------------- SALES 2,358,699 445,859 - 2,804,558 COST OF SALES 1,341,298 233,850 - 1,575,148 ------------- ------------- ------------ -------------- GROSS PROFIT 1,017,401 212,009 - 1,229,410 SELLING AND ADMINISTRATION 354,640 173,796 61,524 589,960 ------------- ------------- ------------ -------------- INCOME FROM OPERATIONS 662,761 38,213 (61,524) 639,450 ------------- ------------- ------------ -------------- OTHER INCOME (EXPENSE) OTHER INCOME 38,030 - - 38,030 INTEREST INCOME - - 3,075 3,075 INTEREST EXPENSE (25,576) (23,809) (5,875) (55,260) ------------- ------------- ------------ -------------- TOTAL 12,455 (23,809) (2,800) (14,154) ------------- ------------- ------------ -------------- INCOME BEFORE TAXES 675,216 14,404 (64,324) 625,296 ============= ============= ============ ============== INDUSTRY SEGMENT THREE MONTHS ENDED MARCH 31, 2000 SECO TRIFINITY CGI CONSOLIDATED ------------- ------------- ------------ -------------- SALES 1,979,262 533,341 - 2,512,603 COST OF SALES 1,374,989 304,808 - 1,679,797 ------------- ------------- ------------ -------------- GROSS PROFIT 604,273 228,533 - 832,806 SELLING AND ADMINISTRATION 482,564 169,491 19,700 671,755 ------------- ------------- ------------ -------------- INCOME FROM OPERATIONS 121,709 59,042 (19,700) 161,051 ------------- ------------- ------------ -------------- OTHER INCOME (EXPENSE) OTHER INCOME - 1,200 - 1,200 INTEREST INCOME - - - - INTEREST EXPENSE (52,788) (24,455) (23,729) (100,972) ------------- ------------- ------------ -------------- TOTAL (52,788) (23,255) (23,729) (99,772) ------------- ------------- ------------ -------------- INCOME BEFORE TAXES 68,921 35,787 (43,429) 61,279 ============= ============= ============ ============== Forward Looking Statements This report included forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements contain information regarding growth and earnings expectations based on the Company's current assumptions involving a number of risks and uncertainties. There are certain important factors that can cause actual results to differ materially from the forward looking statements, including, without limitation, adverse business or market conditions: the ability of the Company to secure and satisfy customers: and adverse competitive developments. Readers are cautioned not to place undue reliance on forward looking statements. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS People of the State of Illinois, Plaintiff, v. Robert Larsen, Et. Al., Defendants, No. 96 CH 1033. This action is pending in the Circuit Court of the Nineteen Judicial Circuit, Lake County, Illinois. The Company is not a party to this action. However, SECO-Illinois is a defendant. This action, filed in 1996, was brought by the State of Illinois to compel defendant Larsen to conduct an environmental clean-up of his property. SECO-Illinois was thereafter named an additional defendant, from whom the State sought the imposition of unspecified penalties as the result of certain asbestos removal work which it had conducted on the subject property. In the summer of 1999, Larsen filed a counterclaim against SECO-Illinois, seeking unspecified damages against it for sums Larsen was allegedly caused to expend by reason of improper remediation work performed by SECO-Illinois. The matter remains pending and undetermined, and currently is in the process of discovery. Discovery to date has indicated that Larsen is seeking damages in excess of $200,000. Trifinity, Inc., successor - in - interest of Salle International, L.L.C. v. General Nutrition Corporation et al. Trifinity is engaged in litigation in the U.S. District Court of Western Pennsylvania against General Nutrition Corporation whereby Trifinity is seeking damages against the defendant in the amount of $315,000. The case is currently on an arbitration trail list. Counsel for Trifinity has no opinion as to the outcome. ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE ITEM 5. OTHER INFOMRATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS NONE (B)REPORTS ON FORM 8-K NONE SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, CGI HOLDING CORPORATION DATED: MAY 15, 2001 BY: /S/ JOHN GIURA ---------------------------------------- John Giura, Director, President and Chief Financial Officer DATED: MAY 15, 2001 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title /s/ John Giura President, Director and Chief Financial Officer - -------------------- John Giura /s/ Jaime Bendersky Director - ---------------------- Jaime Bendersky -----END PRIVACY-ENHANCED MESSAGE-----