SEC Info - Crescent International Ltd, et al. - ‘SC 13G/A’ on 2/12/03 re: International Fibercom Inc

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Crescent International Ltd, et al. – ‘SC 13G/A’ on 2/12/03 re: International Fibercom Inc

On: Wednesday, 2/12/03, at 5:04pm ET · Accession #: 897204-3-22 · File #: 5-48128

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/12/03  Crescent International Ltd        SC 13G/A               1:22K  International Fibercom Inc        Clifford Chan… US LLP/FA
          Dmi Trust
          GreenLight (Switzerland) SA

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment 2                                           11     45K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office or, if None, Residence: Certification Citizenship: CUSIP Number: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company If This Statement is Filed Pursuant to Sections 240.13d-1 (b), or 240.13d-2 (b) or (c), check Whether the Person Filing is a: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of a Class Ownership of More than Five Percent on Behalf of Another Person Title of Class of Securities:
1	1st Page - Filing Submission
5	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office or, if None, Residence:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities:
"	Item 2(e). CUSIP Number:
6	Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1 (b), or 240.13d-2 (b) or (c), check Whether the Person Filing is a:
"	Item 4. Ownership
"	Item 5. Ownership of Five Percent or Less of a Class
"	Item 6. Ownership of More than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. Certification

SC 13G/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 -----------------------------------

SCHEDULE 13G
(Rule 13d-102)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(b)

(Amendment No. 2)*

INTERNATIONAL FIBERCOM, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

 45950T101
--------------------------------------------------------------------------------
(CUSIP Number)

 December 31, 2002
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:                                                    

|_|      Rule 13d-1(b)    

|X|      Rule 13d-1(c)    

|_|      Rule 13d-1(d)    

--------------------------                                                      
     * The  remainder  of this cover  page  shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 (the "Act") or otherwise  subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes.)                                                                     

SC 13G/A 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
------------------------                              --------------------------
CUSIP No. 45950T101                    13G                   Page 2 of 12 Pages 
------------------------                              --------------------------

---------- ---------------------------------------------------------------------
1.                                                                          
NAMES OF REPORTING PERSONS                                
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Crescent International Limited          

---------- ---------------------------------------------------------------------
2.                                                                          
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |X|

---------- ---------------------------------------------------------------------
3.                                                                          
SEC USE ONLY                                              

---------- ---------------------------------------------------------------------
4.                                                                          
CITIZENSHIP OR PLACE OF ORGANIZATION                      

Bermuda                                 
--------------------------------------- --------- ------------------------------

                           5.        SOLE VOTING POWER

                                                 4,291,083
NUMBER OF                                           
SHARES                                            
BENEFICIALLY                                            
OWNED BY                                            
EACH                                            
REPORTING                                           
PERSON                                            
WITH                                            
                                        --------- ------------------------------

                             6.        SHARED VOTING POWER

                                          None
                                        --------- ------------------------------

                                7.        SOLE DISPOSITIVE POWER

                                               4,291,083
                                        --------- ------------------------------

                                  8.        SHARED DISPOSITIVE POWER

                                          None
---------- ---------------------------------------------------------------------
9.                                                                          
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,291,083                               
---------- ---------------------------------------------------------------------
10.                                                                         
           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             |_|

---------- ---------------------------------------------------------------------
11.                                                                         
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)         

9.9%                                    
---------- ---------------------------------------------------------------------
12.                                                                         
TYPE OF REPORTING PERSON*                                 

OO                                      
---------- ---------------------------------------------------------------------

SC 13G/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
------------------------                              --------------------------
CUSIP No. 45950T101                    13G                   Page 3 of 12 Pages 
------------------------                              --------------------------

---------- ---------------------------------------------------------------------
1.                                                                          
NAMES OF REPORTING PERSONS                                
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

DMI Trust                               

---------- ---------------------------------------------------------------------
2.                                                                          
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |X|

---------- ---------------------------------------------------------------------
3.                                                                          
SEC USE ONLY                                              

---------- ---------------------------------------------------------------------
4.                                                                          
CITIZENSHIP OR PLACE OF ORGANIZATION                      

Bahamas                                 
--------------------------------------- --------- ------------------------------
      5.
                                     SOLE VOTING POWER

                                            None
NUMBER OF                                           
SHARES                                            
BENEFICIALLY                                            
OWNED BY                                            
EACH                                            
REPORTING                                           
PERSON                                            
WITH                                            
                                        --------- ------------------------------
      6.
                                       SHARED VOTING POWER

                                               4,291,083
                                        --------- ------------------------------
      7.
                                          SOLE DISPOSITIVE POWER

                                          None
                                        --------- ------------------------------
      8.
                                            SHARED DISPOSITIVE POWER

                                               4,291,083
---------- ---------------------------------------------------------------------
9.                                                                          
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,291,083                               
---------- ---------------------------------------------------------------------
10.                                                                         
           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             |_|

---------- ---------------------------------------------------------------------
11.                                                                         
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)         

9.9%                                    
---------- ---------------------------------------------------------------------
12.                                                                         
TYPE OF REPORTING PERSON*                                 

OO                                      
---------- ---------------------------------------------------------------------

SC 13G/A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
------------------------                              --------------------------
CUSIP No. 45950T101                    13G                   Page 4 of 12 Pages 
------------------------                              --------------------------

---------- ---------------------------------------------------------------------
1.                                                                          
NAMES OF REPORTING PERSONS                                
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

GreenLight (Switzerland) SA             

---------- ---------------------------------------------------------------------
2.                                                                          
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |X|

---------- ---------------------------------------------------------------------
3.                                                                          
SEC USE ONLY                                              

---------- ---------------------------------------------------------------------
4.                                                                          
CITIZENSHIP OR PLACE OF ORGANIZATION                      

Switzerland                             
--------------------------------------- --------- ------------------------------
      5.
                                     SOLE VOTING POWER

                                                 4,291,083
NUMBER OF                                           
SHARES                                            
BENEFICIALLY                                            
OWNED BY                                            
EACH                                            
REPORTING                                           
PERSON                                            
WITH                                            
                                        --------- ------------------------------
      6.
                                       SHARED VOTING POWER

                                          None
                                        --------- ------------------------------
      7.
                                          SOLE DISPOSITIVE POWER

                                               4,291,083
                                        --------- ------------------------------
      8.
                                            SHARED DISPOSITIVE POWER

                                          None
---------- ---------------------------------------------------------------------
9.                                                                          
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,291,083                               
---------- ---------------------------------------------------------------------
10.                                                                         
           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             |_|

---------- ---------------------------------------------------------------------
11.                                                                         
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)         

9.9%                                    
---------- ---------------------------------------------------------------------
12.                                                                         
TYPE OF REPORTING PERSON*                                 

OO                                      
---------- ---------------------------------------------------------------------

SC 13G/A 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
                                                              Page 5 of 12 Pages

Item 1(a).  Name of Issuer:                                                     

International FiberCom, Inc. ("IFCIQ")                        

Item 1(b).  Address of Issuer's Principal Executive Offices:                    

3410 E. University Drive                                      
Suite 180                                                     
Phoenix, Arizona  85034                                       

Item 2(a).  Name of Person Filing:                                              

(i) Crescent International Limited ("Crescent")               

(ii) DMI Trust ("DMI")                                        

(iii) GreenLight (Switzerland) SA ("GreenLight")              

Item 2(b).  Address of Principal Business Office or, if None, Residence:        

As to Crescent:                                               
Clarendon House                                               
2 Church Street                                               
Hamilton H 11                                                 
Bermuda                                                       

As to DMI:                                                    
Norfolk House                                                 
P.O. Box N-7130                                               
Bahamas                                                       

As to GreenLight:                                             
84, av. Louis Casai                                           
CH-1216 Geneva                                                
Switzerland                                                   

Item 2(c).  Citizenship:                                                        

As to Crescent:  Bermuda                                      

As to DMI:  Bahamas                                           

As to GreenLight:  Switzerland                                

Item 2(d).  Title of Class of Securities:                                       

Common Stock, no par value                                    

Item 2(e).  CUSIP Number:                                                       

45950T101                                                     

SC 13G/A 6th Page of 11 TOC 1st Previous Next ↓Bottom Just 6th
                                                              Page 6 of 12 Pages

Item 3. If This  Statement  is Filed  Pursuant  to  Sections  240.13d-1  (b), or
240.13d-2 (b) or (c), check Whether the Person Filing is a:     

(a)  |_| Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);                              

(b)  |_| Bank as defined in Section 3 (a) (6) of the Act        
(15 U.S.C. 78c);                              

     (c)  |_| Insurance  company  as  defined in Section 3 (a) (19) of the
Act (15 U.S.C. 78c);                          

     (d)  |_| Investment   company  registered  under  Section  8  of  the
   Investment Company Act of 1940 (15 U.S.C. 80a-8);

        (e)  |_| An investment adviser in accordance with Section 240.13d (b)(1)
(ii) (E);                                     

      (f)  |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d (b) (1) (ii) (F);             

      (g)  |_| A parent holding company or control person in accordance with
Section 240.13d (b) (1) (ii) (G);             

      (h)  |_| A savings  association  as  defined  in  Section 3 (b) of the
 Federal Deposit Insurance Act (12 U.S.C. 1813);

      (i)  |_| A church  plan that is  excluded  from the  definition  of an
               investment company under Section 3 (c) (14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);        

    (j)  |_| Group, in accordance with Section 240.13d (b) (1) (ii) (J).

Item 4.  Ownership.                                                             

     The  information  contained in Items 5 through 11 on the cover pages hereto
     (pages 2  through 4  hereof)  is  incorporated  herein  by  reference.  The
     4,291,083 shares of Common Stock  beneficially  owned by Crescent  includes
     shares of Common Stock that  Crescent has the current right to acquire upon
     conversion of Series D  Convertible  Preferred  Stock,  par value $0.01 per
     share, of IFCIQ (the "Preferred Stock") and upon exercise of a warrant (the
     "Warrant")  held by Crescent.  Pursuant to the terms of the Preferred Stock
     and the Warrant,  the aggregate number of shares of Common Stock into which
     the  Preferred   Stock  is  convertible  and  into  which  the  Warrant  is
     exercisable,  and  which  Crescent  has the  right  to  acquire  beneficial
     ownership  of within 60 days,  is limited to the number of shares of Common
     Stock that,  together  with all other shares of Common  Stock  beneficially
     owned by Crescent,  does not exceed 9.9% of the total outstanding shares of
Common Stock of IFCIQ.                                                

     DMI may be deemed to be a beneficial owner of the shares of Common Stock of
     IFCIQ beneficially  owned by Crescent by reason of the  ownership by DMI of
100 percent of the capital stock of Crescent.                         

     GreenLight serves as principal investment manager to Crescent,  and as such
     has been granted investment discretion over investments including the IFCIQ
     Common Stock.  As a result of its role as  investment  manager to Crescent,
     GreenLight  may be deemed to be the  beneficial  owner,  as defined in Rule
13d-3 under the Act, of IFCIQ Common Stock held by Crescent.          

                                                              Page 7 of 12 Pages

     However,  GreenLight does not have the right to receive any dividends from,
     or the  proceeds from the sale of, the IFCIQ Common  Stock held by Crescent
and disclaims any ownership associated with such rights.              

     Accordingly,  for the purposes of this Statement: (i) Crescent is reporting
     that it has the power  solely  to vote or direct  the vote and the power to
     dispose or direct the  disposition  of,  the total of  4,291,083  shares of
     Common Stock beneficially owned by it; (ii) DMI is reporting that it shares
     the power to vote or direct the vote and the power to dispose or direct the
     disposition of the total of 4,291,083  shares of Common Stock  beneficially
     owned by it; and (iii) GreenLight is reporting that it has the power solely
     to vote or  direct  the  vote  and the  power  to  dispose  or  direct  the
     disposition of the total of 4,291,083  shares of Common Stock  beneficially
owned by it.                                                          

Item 5.  Ownership of Five Percent or Less of a Class.                          

     If this  statement  is being  filed to report  the fact that as of the date
     hereof the reporting  person has ceased to be the beneficial  owner of more
than five percent of the class of securities, check the following |_|.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.       

NOT APPLICABLE                                                        

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security  Being Reported on by the Parent Holding Company.    

NOT APPLICABLE.                                                       

Item 8.  Identification and Classification of Members of the Group.             

NOT APPLICABLE.                                                       

Item 9.  Notice of Dissolution of Group.                                        

NOT APPLICABLE.                                                       

Item 10. Certification.                                                         

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.      

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                                                              Page 8 of 12 Pages

 SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Date: February 10, 2003   

    CRESCENT INTERNATIONAL LIMITED

                           By:  GreenLight (Switzerland) SA, as Attorney-in-Fact

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
            Title:  Authorized Signatory

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
            Title:  Authorized Signatory

DMI TRUST                 

                           By:  GreenLight (Switzerland) SA, as Attorney-in-Fact

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
            Title:  Authorized Signatory

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
            Title:  Authorized Signatory

 GREENLIGHT (SWITZERLAND) SA

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
         Title:  Managing Director

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
Title:  Director

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                                                              Page 9 of 12 Pages
Exhibit Index                                                                   

99.1  Agreement of Joint Filing - Filed herewith                                

99.2  Power of Attorney - Filed herewith                                        

99.3  Power of Attorney - Filed herewith                                        

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                                                             Page 10 of 12 Pages

EXHIBIT 99.1

 AGREEMENT OF JOINT FILING

Crescent International Limited, DMI Trust and GreenLight  (Switzerland) SA agree
that the  Schedule  13G to which  this  Agreement  is  attached,  and all future
amendments to such Schedule 13G, shall be filed on behalf of each of them.  This
Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)  under the
Securities  Exchange Act of 1934, as amended.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.             

Dated: February 10, 2003                                                        
    CRESCENT INTERNATIONAL LIMITED

                           By:  GreenLight (Switzerland) SA, as Attorney-in-Fact

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
            Title:  Authorized Signatory

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
            Title:  Authorized Signatory

DMI TRUST                 

                           By:  GreenLight (Switzerland) SA, as Attorney-in-Fact

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
            Title:  Authorized Signatory

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
            Title:  Authorized Signatory

 GREENLIGHT (SWITZERLAND) SA

By:  /s/ Mel Craw         
                     -------------------------------------
Name:  Mel Craw 
         Title:  Managing Director

By:  /s/ Maxi Brezzi      
                     -------------------------------------
  Name:  Maxi Brezzi
Title:  Director

SC 13G/A 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
                                                             Page 11 of 12 Pages
EXHIBIT 99.2

 POWER OF ATTORNEY

CRESCENT INTERNATIONAL LTD. of Hamilton,  Bermuda, a company incorporated in the
Islands of Bermuda (the  "principal")  hereby  makes,  constitutes  and appoints
GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as its agent
and  attorney-in-fact  for the purpose of executing  in its name all  documents,
certificates,  instruments,  statements, filings and agreements ("documents") to
be filed  with or  delivered  to any  foreign or  domestic  or  governmental  or
regulatory  body or required or requested by any other person or entity pursuant
to any legal or regulatory  requirement relating to the acquisition,  ownership,
management or  disposition  of securities  or other  investments,  and any other
documents  relating  or  ancillary  thereto,  including  but not limited to, all
documents  relating to filings with the United  States  Securities  and Exchange
Commission  (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange  Act of 1934 (the  "Act")  and the rules  and  regulations  promulgated
thereunder,   including  without   limitation  all  documents  relating  to  the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section  13(d) or Section 16(a) of the Act,  including  without  limitation  any
acquisition  statements  on Schedule  13D, or Schedule  13G, and any  amendments
thereto, any joint filing agreements pursuant to Rule 13d-1(k),  and any initial
statements of, or statements of changes in,  beneficial  ownership of securities
on  Form  3,  Form 4 or  Form  5.  All  past  acts  of the  attorney-in-fact  in
furtherance of the foregoing are hereby  ratified and  confirmed.  This power of
attorney  shall  be valid  from  the  date  hereof  until  revoked  by  Crescent
International Limited.                                                          

AND the Principal  further  declares  that all and every of the acts,  deeds and
things done by the Attorney for the aforesaid  purposes shall be good, valid and
effectual as if the same had been signed,  sealed and delivered,  given, made or
done by the  Principal and the  Principal  undertakes at all times  hereafter to
ratify and confirm whatsoever the Attorney shall lawfully do or cause to be done
by virtue of this POWER OF ATTORNEY and the Principal further declares that this
POWER OF ATTORNEY shall be irrevocable for the purposes aforesaid.              

IN WITNESS WHEREOF the Common Seal of CRESCENT  INTERNATIONAL LTD., was hereunto
affixed this 10th day of  February,  2003 at the City of Hamilton in the Islands
of Bermuda in the presence of:                                                  

By: /s/ C.F.A. Cooper                                                           
-------------------------                                                       
Name: C.F.A. Cooper                                                             
Title: Director                                                                 

By: /s/ E. John Thompson                                                        
-------------------------                                                       
Name: E. John Thompson                                                          
Title: Director                                                                 

SC 13G/A Last Page of 11 TOC 1st Previous Next ↓Bottom Just 11th
                                                             Page 12 of 12 Pages

EXHIBIT 99.3

 POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that DMI TRUST hereby makes,  constitutes  and
appoints GREENLIGHT  (SWITZERLAND) SA, acting through any authorized officer, as
its agent and  attorney-in-fact  for the  purpose of  executing  in its name all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be filed  with or  delivered  to any  foreign or  domestic  or
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to any legal or  regulatory  requirement  relating to Crescent
International  Limited's  acquisition,  ownership,  management or disposition of
securities or other  investments,  and any other documents relating or ancillary
thereto,  including  but not  limited  to, all  documents  relating  to Crescent
International  Limited's  filings with the United States Securities and Exchange
Commission  (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange  Act of 1934 (the  "Act")  and the rules  and  regulations  promulgated
thereunder,   including  without   limitation  all  documents  relating  to  the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section  13(d) or Section 16(a) of the Act,  including  without  limitation  any
acquisition  statements  on Schedule  13D, or Schedule  13G, and any  amendments
thereto, any joint filing agreements pursuant to Rule 13d-1(k),  and any initial
statements of, or statements of changes in,  beneficial  ownership of securities
on  Form  3,  Form 4 or  Form  5.  All  past  acts  of the  attorney-in-fact  in
furtherance of the foregoing are hereby  ratified and  confirmed.  This power of
attorney shall be valid from the date hereof until revoked by DMI Trust.        

IN WITNESS WHEREOF,  the undersigned has executed this instrument as of the 10th
day of February, 2003.                                                          

DMI TRUST                                                                       

By: /s/ Khalid Abdulla-Janahi                                                   
----------------------------                                                    
Name: Khalid Abdulla-Janahi                                                     
Title: Authorized Signatory                                                     

By: /s/ Graham Walker                                                           
-----------------------------                                                   
Name: Graham Walker                                                             
Title: Authorized Signatory

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/12/03			SC 13G/A
	2/10/03	7	9
	12/31/02	1
				List all Filings

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Crescent International Ltd, et al. – ‘SC 13G/A’ on 2/12/03 re: International Fibercom Inc

On: Wednesday, 2/12/03, at 5:04pm ET · Accession #: 897204-3-22 · File #: 5-48128

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Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents