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Eden Energy Corp – ‘10KSB’ for 12/31/02

On:  Tuesday, 4/15/03, at 4:00pm ET   ·   For:  12/31/02   ·   Accession #:  1170423-3-40   ·   File #:  0-31503

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

 4/15/03  Eden Energy Corp                  10KSB      12/31/02    1:92K                                    Fast Co Mgmt Inc./FA

Annual Report by a Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report by a Small Business                     34    185K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Description of Business
6Item 2. Description of Property
"Item 3. Legal Proceedings
"Item 4. Submissions of Matters to a Vote of Security Holders
"Item 5. Market for Common Equity and Related Stockholder Matters
7Item 6. Management's Discussions and Analysis or Plan of Operation
9Item 7. Financial Statements
"Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
12Item 10. Executive Compensation
15Item 12. Certain Relationships and Related Transactions
"Item 13. Exhibits and Reports on Form 8-K
"Item 14. Controls and Procedures
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 000-31503 --------- E-Com Technologies Corporation ---------------------------------------------- (Name of small business issuer in its charter) Nevada -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 98-0199981 ------------------------------------- (I.R.S. Employer Identification No.) Suite 720-475 Howe Street, Vancouver, BC, Canada V6C 2B3 ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (604) 608-6336 -------------- Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered -------------------------- ----------------------------------------- -------------------------- ----------------------------------------- Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share, 90,000,000 shares authorized ---------------------------------------------------------------------- (Title of class) Preferred Stock, 10,000,000 shares authorized --------------------------------------------- (Title of class)
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- 2 - 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 [ ] Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. State issuer's revenues for its most recent fiscal year. $ 18,884 -------------------- State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $68,252 (based on average of bid-ask as of March 28, 2003) ---------------------------------------------------------- (APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 12,750,157 common shares (at March 28, 2003) -------------------------------------------- Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] PART I Item 1. Description of Business. Forward-Looking Statements This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements. The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, the acceptance of our products and services, our ability to expand our customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry. There may be other risks and circumstances that we are unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934.
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- 3 - A. Business Development We were formed as a Nevada Corporation on January 29, 1999 under the name E-Com Technologies Corporation. Our articles authorize us to issue up to 90,000,000 shares of common stock at a par value of $0.001 per share and 10,000,000 shares of preferred stock at par value. E-Com Technologies Corp. has a wholly owned subsidiary, E-Com Consultants (Canada) Corp., a British Columbia corporation incorporated on February 11, 1999, which carries on our business in Canada. E-Com specializes in the development of e-commerce solutions, custom programming, web design and web hosting for clients. We develop web sites with on-line transaction processing, ordering systems, payment systems, databases and other features tailored specifically to meet each client's needs. We also provide e-commerce consulting and development, Internet marketing services and technical writing services. Our corporate home page is at www.ecom-technologies.com. This site outlines the services we provide, from web site design and implementation to hosting, marketing and full customer support. We also wholesale and retail of domain name registration and related services. We have completed development of numerous e-commerce solutions, database systems and applications, as well as static and dynamic web sites for clients. We have also generated revenues from our web hosting, Internet marketing services, web based applications programming and web site maintenance for clients. B. Business of Issuer (1) Principal services and markets We provide fully integrated Internet solutions and services to assist businesses build, deploy and maintain e-commerce web sites. We also develop static and dynamic database driven web sites for clients and provide custom programming services of web-based applications and other software solutions. We also provide on-going consulting, development, Internet marketing and web hosting facilities to our clients. Most businesses typically require easy-to-use solutions that enable them to update or enhance their web sites quickly and efficiently, add key functions such as electronic commerce or web applications and work with a variety of industry standards and platforms. We design products and services to specifically address these needs. We offer our services to a global marketplace and focus on small and medium size businesses. Specifically, the services we offer are: * E-Commerce set-up and installation * On-line payment processing services * Web design * Web hosting * Custom programming * Graphic design * Internet marketing * Domain registration * Web maintenance and content updates * Technical writing (2) Distribution methods of our services Our marketing strategy is to promote, advertise and increase our brand visibility and attract new customers through multiple channels, including: 1. Developing strategic alliances, 2. Establishing our brand name and 3. Direct marketing to existing and potential customers through inside and outside sales persons
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- 4 - Our marketing activities have consisted of advertising on line and in traditional media and direct sales efforts by our marketing and sales staff. Our marketing activities were curtailed in the current year due to reduction of staff and limited resources available. Strategic alliances We also pursue strategic alliances with partners who have established operations. We believe that these joint venture relationships, if successful, will allow us to gain additional insight, expertise and penetration in markets where joint venture partners already operate, and may increase our revenue and income growth. We have signed two cooperation agreements that give us access to the skills of independent web designers, graphic designers and database programmers. These agreements provide for the joint development of software and World Wide Web sites. In addition, these agreements allow for the referral of clients between our partners and us. We rely on third party Internet payment processing companies to allow our customers to use their payment gateway system in the development of e-commerce solutions. Establish our name brand We believe that building awareness of the E-Com Technologies brand is important in establishing and expanding our customer base. We have commenced marketing efforts to build our user base and brand name. We have also launched an advertising campaign online, initially, and in traditional media as our revenues permit, to attract new users. The campaign includes placements of our brand name on other web sites, targeted opt-in E-mail and promotions on our web site. Direct Marketing We communicate on a regular basis with our customers who have requested to be updated on new developments and e-commerce opportunities. We believe this proactive marketing approach will allow us to alert existing customers to potential business opportunities. Our marketing efforts to date have consisted of news releases, trade shows and exhibitions, Internet associate programs, outside sales teams and telemarketing staff to identify leads for salespersons. Our news releases can also be viewed on our Internet home page (www.ecom-technologies.com). Announcements regarding our activities are publicized to generate interest in our services. (3) Status of any announced new service N/a (4) Industry background E-commerce and Internet use has experienced exponential growth in recent years as more and more businesses and customers are coming on-line. The industry is expected to continue this growth in the coming years at an unprecedented rate. We expect that there will be a significant demand for our services in both the short and long term given the number of potential customers and clients and the growth expected in the industry. Although web access has become relatively simple, it is difficult and expensive to build an effective web presence. The challenges of building a successful Internet or intranet web site require solutions that address planning, design, building and deployment, as well as web site promotion and maintenance after the web site is placed online. Companies are often also faced with a difficult "make or buy" decision, either to build a web site by using in-house resources or third-party service providers, or to develop a web site with available "off-the-shelf" applications. Key factors influencing their choice of solutions include ease and flexibility of building, construction time and cost and the cost and flexibility of later maintaining and enhancing their web site. In addition, the web utilizes multiple standards and platforms, including
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- 5 - different web browsers, databases and web servers, which increase the complexity of building a site that operates in multiple environments. We develop and market solutions and services that enable businesses to deploy and maintain e-commerce and on-line web sites. Our e-business solutions are designed to help businesses conduct e-commerce and run e-applications on the web. We also provide on-going consulting and development to our clients. Most businesses typically require web site design and development, web site hosting and maintenance, electronic commerce or web applications, Internet marketing services. Our professional services work with a variety of industry standards and platforms. We design products and services to address these needs. The industry we are in is highly competitive and there are a large number of companies offering competing Internet services to us. We plan to compete by developing specific market niches and developing expertise in these niches, to be in a position to know our clients business and offer them superior customer service. (5) Raw materials and suppliers We provide computer programming and Internet professional services, including design, development, hosting and marketing. We commonly hire suppliers of these professional services on a contract basis, as is commonly done in the programming and Internet professional services industries. (6) Customers We believe that our ability to establish and maintain long-term relationships with our customers and encourage repeat business depends, in part, on the strength of our customer support and service operations and staff. We value frequent communication with and feedback from our customers to continually improve our services. We plan to offer e-mail addresses to enable customers and visitors to our web sites to request information and to encourage feedback and suggestions. We expect to handle general customer inquiries, answering customer questions about the web designing process and inquiries regarding the status of contracted projects. (7) Patents, Trademarks, Franchises, etc. None. (8) Regulation We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally, export control laws and laws or regulations directly applicable to e-commerce. However, the growth and development of the market for e-commerce may prompt more stringent consumer protection laws that may impose burdens on online businesses. The adoption of additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our services and increase the cost of doing business. The applicability of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, export or import matters and personal privacy to the Internet is uncertain. (9) Effect of existing or probable government regulations We believe that we will be able to comply in all material respects with laws and regulations governing the on-line commerce industry, and that such laws will not have a material effect on our operations. However, due to the increasing usage of the Internet, various federal and state agencies may propose new legislation that may adversely affect our business, financial condition and results of operations. We are not aware of any probable government regulations that may adversely affect our Internet operations.
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- 6 - The vast majority of laws were adopted prior to the broad commercial use of the Internet and related technologies. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues could create uncertainty in the Internet marketplace. This uncertainty could reduce demand for services or increase the cost of doing business due to increased costs of litigation or increased service delivery costs. (10) Research and Development Activities No expenditures were made on research and development activities during the last two fiscal years. (11) Compliance with Environmental Laws Not applicable. (12) Employees During the year we were forced to lay-off most employees outside of key management. We now have two officers working part-time for the company and job functions previously done by employees are now contracted out on a project basis. We frequently contract independent designers, programmers and consultants to complete projects with us rather than keeping people on the payroll. These designers and consultants are utilized and paid on a per-project basis or an hourly rate and can be terminated at the discretion of either party. Item 2. Description of Property. Our corporate headquarters are located at 720-475 Howe Street, Vancouver, B.C., Canada V6C 2B3. This office is being provided for no charge to the company by a director and officer. There are currently no proposed programs for the renovation, improvement or development of the property currently being utilized by us. At the present time, the Company does not have any real estate holdings and there are no plans to acquire any real property interests. Item 3. Legal Proceedings. (a) The Company is not a party to any legal proceedings or pending legal proceedings in any jurisdiction. (b) The Company is not a party to any proceeding involving a governmental authority nor is it aware of any matter or cause which may be contemplated by any governmental authority as to possible proceedings. Item 4. Submissions of Matters to a Vote of Security Holders. No matters were submitted to a vote of securities holders during the fourth quarter of 2002. PART II Item 5. Market for Common Equity and Related Stockholder Matters. As of December 15, 2000 our common shares have been quoted on the National Association of Securities Dealers over-the-counter Bulletin Board electronic quotation service (OTC-BB) under the symbol ECTC. For the period January 1 to December 31, 2002 there was approximately 8 market makers for our common shares and the high and low bid prices on the OTC-BB (source Bloomberg quotation) were approximately as follows:
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- 7 - High Bid Price Low Bid Price January 1, 2001 to March 31, 2001 $0.53125 $0.08 April 1, 2001 to June 30, 2001 $0.10 $0.07 July 1, 2001 to September 30, 2001 $0.115 $0.04 October 1, 2001 to December 31, 2001 $0.04 $0.02 January 1, 2002 to March 31, 2002 $0.05 $0.025 April 1, 2002 to June 30, 2002 $0.03 $0.025 July 1, 2002 to September 30, 2002 $0.03 $0.03 October 1, 2002 to December 31, 2002 $0.03 $0.015 These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. As of December 31, 2002 there were approximately 45 holders of record of our common shares. During the year no dividends were declared or paid and it unlikely that we will declare dividends in the foreseeable future. Recent sales of Unregistered Securities - During the year ended December 31, 2002 we sold no equity securities. Item 6. Management's Discussions and Analysis or Plan of Operation. General E-Com Technologies Corporation ("E-Com" or the "Company"), a Nevada corporation, was incorporated on January 29, 1999. We are an e-business company employing the latest technologies to develop solutions for a global marketplace. Our principal products and services include the development of e-commerce web sites and strategies, web design and hosting, domain name registration, Internet marketing and consulting and custom programming of web based applications. Our mission is to provide a full range of Internet professional services for clients interested in building and developing their e-commerce strategies. We have an experienced management team with expertise in the areas of technology, finance, marketing and promotion. Headquartered in Vancouver, Canada, our Company is poised to capitalize on the technological resources that are readily available at a significantly lower cost than in most regions of North America. We also have organized talented programming teams utilized on a contract basis who provide assistance on various projects. We filed our Form 10-SB with the Securities and Exchange Commission, which became effective November 10, 2000. As of December 15, 2000 our common shares have been quoted for trading on the OTC-BB under the symbol "ECTC". Results of Operations We generated revenues of $18,884 for the year ended December 31, 2002. This represents a decrease of $62,229 (76.7%) as compared to the prior year. This decrease in revenue can be attributed to the lay off much of our marketing staff and the reduction of our marketing budget due to limited resources of the Company. Of the decrease in revenues $6,795 resulted from the closing of our online store retailing computer hardware and software, while $55,484 was from lower revenues derived from web site development and hosting, e-commerce solutions and programming services. Cost of sales decreased from $61,268 for the year ended December 31, 2001 to $10,424 for the year ended December 31, 2002, reflecting the decrease in sales volume. Gross margin percentage increased to 44.8% during the year ended December 31, 2002 as compared to 24.4% in the prior. This increase is
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- 8 - attributed to the closing of our computer hardware and software retailing division, which had low gross margins and reduction in programming costs related to sales, as well as a reduction in programming costs related to development. Total operating expenses decreased from $304,604 for the year ended December 31, 2001 to $152,677 for the year ended December 31, 2002. The decrease in expenditures can be attributed to decreases in selling, general and administrative expenses as well as lower interest expense and depreciation and amortization. Selling, general and administrative expenses decreased from $270,234 in 2001 to $126,668 in 2002. This decrease was due lower expenditures on contract programming and the downsizing of employees in marketing, programming and management, as well as a general decrease in overhead expenses. Depreciation and amortization expense decreased from $18,422 in 2001 to $13,187 in 2002, reflecting a lower depreciation base for assets. Interest expense also decreased from $15,948 in 2001 to $12,802 in 2002 due to lower interest charges on capital leases related to hosting servers, computer and telecommunications equipment. We had a net loss of $145,082 for the year ended December 31, 2002 as compared to a net loss of $244,247 for the comparable year ended December 31, 2001. The decrease in net losses was due to lower operating expenses, primarily selling, general and administrative expenses, resulting from the downsizing of the company. Future Business We plan to continue to develop revenues through our marketing efforts and business development activities such as the enhancement of internal and external sales teams and establishing alliances with firms that have the potential to strengthen the demand for our products and services. However, due to limited resources marketing activities will be severely curtailed in the upcoming year, unless additional financing can be obtained. We are currently seeking additional funding to accelerate growth of our business. Our main focus will be to aggressively market our e-business services, web development and hosting services business, and to add to our staff through the hiring of additional marketing and programming personnel should we be successful in obtaining additional financing. Given the decline in our business we also plan to aggressively pursue merger and acquisition strategies targeting companies which will provide some synergy with our existing business activities and those which will help to accelerate the growth of our Company and to assist in attracting capital investment. Liquidity and Capital Resources As at December 31, 2002 we had $12,470 of cash on hand and a working capital deficiency of $351,392. Of this working capital deficiency $221,030 is due to related parties of which repayment will not be demanded until adequate resources become available. Currently our operating costs significantly exceed our revenues and have so since the Company's inception. We plan to raise additional funds through a private placement or public offering of equity or debentures convertible into equity to provide for additional staffing in our marketing and programming departments and to provide funds to seek potential merger and acquisition candidates. We are attempting to secure financing sources, however, there is no guarantee that we will be successful in obtaining additional financing on suitable terms. If necessary, we may consider additional loans or debentures from lenders and/or principals of the Company. If adequate equity or debt funding cannot be obtained, we will be required to curtail operations even further and may be forced to cease operation of our current business. Risk Factors INVESTING IN OUR COMPANY INVOLVES CONSIDERABLE RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS SET FORTH IN THIS FILING AND OTHER FILINGS IN DETAIL BEFORE MAKING AN INVESTMENT DECISION. THESE RISKS AND UNCERTAINTIES ARE NOT THE ONLY ONES THAT WE FACE OR THAT MAY ADVERSELY AFFECT OUR BUSINESS. IF ANY OF THE FOLLOWING RISKS OR UNCERTAINTIES ACTUALLY OR PARTIALLY OCCURS, OUR COMPANY, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. THIS FILING ALSO CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT
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- 9 - INHERENTLY INVOLVE RISK AND UNCERTAINTY. OUR ACTUAL RESULTS COULD DEVIATE MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. THIS COULD OCCUR BECAUSE OF THE RISKS SET FORTH IN THIS DOCUMENT, OUR OTHER FILINGS, OR UNANTICIPATED EVENTS AND OCCURRENCES NOT YET FORESEEN. We are currently not generating positive cash flow and may not have the cash, equity capital, credit, or working capital to pay our current expenditures. Sales have declined significantly from the prior year and due to limited resources and new product and service introductions may not be possible. We are seeking equity financing which may not be available on acceptable on terms and conditions to us, if at all. The auditors' report on our December 31, 2002 consolidated financial statements includes an additional explanatory paragraph that states that the Company has incurred losses from operations and has a working capital deficiency that raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty We are operating at significant loss, which will further erode our already limited resources. We are currently trying to develop new business, however, the Company was forced to downsize operation significantly during the year. There is no assurance that the Company will become profitable before our limited resources are exhausted. We operate in a highly competitive industry and are competing with companies with substantially more financial resources and brand awareness. Additional executive and information technology personnel need to be hired. However, given our limited financial resources this may be difficult to achieve. The trading price of our common stock could be subject to significant fluctuations. We cannot predict the effect if any, this would have on our share price. We have convertible debentures, loans, debts and stock options outstanding which, if converted to common shares could substantially dilute existing shareholders. We can not predict what effect, if any, this would have on our share price. Break-even cash flow will depend on us successfully completing and selling new products and obtaining new contracts for our services. There can be no assurances that there will be market acceptance of upcoming new products or that we will be successful in securing new contracts for our products and services. Item 7. Financial Statements. See Part F/S. Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. There have been no disagreements with our auditors during the year. During the year we engaged Amisano Hanson as the Company's independent auditor to replace KPMG, LLP. Refer to Form 8-K previously filed with the commission November 15, 2002 and Form 8-K/A previously filed with the commission November 26, 2002 disclosing changes in the Company's certifying accountant. (incorporated herein by reference). See also Item 13. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. A. Directors and Executive Officers The following table sets forth certain information with respect to each of our executive officers or directors.
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- 10 - Name Age Position Appointed ---- --- -------- --------- Kyle Werier 35 President January 29, 1999 Director Ron Jorgensen 36 CFO, Secretary, Treasurer January 29, 1999 Director R. Scott Irwin 35 Director September 8, 1999 Jeff Quennell 36 Director September 8, 1999 Directors are elected annually for a term of one year. None of the directors hold other directorships in other reporting companies. Kyle M. Werier, President, Director - Mr. Werier was registered as a securities broker and investment advisor in 1989 in Ontario, Canada. Mr. Werier worked with several underwriters before entering the mining sector in the early 1990's. During the next several years, Mr. Werier was associated with a variety of mining companies both as a geo-tech field consultant and later in an investor relations capacity. Mr. Werier was involved in raising equity financing and corporate communications consulting for the later part of the 1990s for public companies listed on the Vancouver Stock Exchange, the Alberta Stock Exchange and NASD OTC-BB quoted companies. Mr. Werier is currently president of Profit Communications, a private capital finance and investor relations firm. Ron Jorgensen, CFO, Secretary and Treasurer, Director - Mr. Jorgensen is a Certified Public Accountant, a Chartered Accountant and has obtained a bachelor degree in Business Administration. He has also completed the Canadian Securities Course with an honours standing, as well as various professional development courses related to corporate finance and accounting. After completing his collegiate study, Mr. Jorgensen worked for four years in public accounting with Price Waterhouse in Vancouver, advising clients in the Independent Business Services Group. He then left public practice to work in the Managed Accounts Department of a National Securities Dealer based in Vancouver. Prior to joining E-Com, he has spent the last four years as a financial consultant, offering services in corporate finance, regulatory guidance, management consulting, accounting and taxation to clients in a variety of industries. R. Scott Irwin, Director - Mr. Irwin currently resides in San Diego California, working with a hospitality company that owns and manages hotels and golf courses in Southern California. As the Director of Information Systems, his role is to facilitate the management and deployment of technology and telecommunications for the corporation. Mr. Irwin began his career in the hospitality industry over 15 years ago. Most recently working for Fairmont Hotels & Resorts in the capacity of Director of Technology. His San Francisco based responsibilities included the technological direction and management for over 35 International Hotels. After graduating from the British Columbia Institute of Technology in 1992 with a diploma in Computer Systems Technology, he worked for a high technology company in the medical industry. His position moved him to St. Louis, Missouri, where he was responsible for the management of a project implementation of an enterprise-wide image management solution at the Barnes Mallinckrodt Institute of Radiology.
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- 11 - Jeff Quennell, Director - Mr. Quennell is employed by DMI in the capacity of Field Sales Engineer to a major telecom original equipment manufacturer-Nortel and selected other customers with responsibilities in Calgary, Alberta. Mr. Quennell began his career in the electronics industry in 1987 after completing his Bachelor of Science from DeVry Institute at Phoenix, Arizona. After six years in the role of Sales/Service Manager in Toronto at the largest independent diagnostic imaging company in Canada, he was promoted to open and manage the Calgary sales and service office. In 1997, Mr. Quennell accepted the position of Account Executive at Motorola's Semiconductor Products Sector. His tactical responsibilities included logistical support to service Nortel Network's production facilities in Calgary and Monterey, Mexico. In November 2001 he accepted a Field Sales Engineer position at DMI (Davetek Marketing a leading Semiconductor Manufacturers Representative in Western Canada). He has the strategic responsibility to drive embedded silicon architectures and software solutions into Calgary's vibrant High Technology community. B. Significant Contractor Paul Soddy - Paul has 8 years experience in the field of web development and custom Programming. His skill set includes a myriad of programming languages and an in-depth understanding of many web development platforms. A graduate of the University of Agra Paul has obtained technical accreditation from CDI College and the American Institute of Technology. Technical skills include: Languages Software Technology Operating Systems/Web Server Visual Basic Scripting Visual Interdev COM Windows 2000 JavaScript Front Page 98/00 DCOM Windows NT Visual Basic 5 and 6 Adobe PhotoShop MTS Windows 98 HTML Adobe PageMaker ADO Windows 95 DHTML MS Office 95, 97 RDO MS DOS Dbase III Plus 2001 & XP RDS SCO UNIX Delphi 3 Lotus 1-2-3 PC DOS C++ Ventura IIS 4+ C IE 4+ Apache MFC NS 4+ Paul excels working with SQL Server 6.5, SQL Server 7.0, MySQL and MS Access databases. C. Family Relationships There are no other family relationships among directors, executive officers or other persons nominated or chosen by E-Com to become officers or executive officers. D. Involvement in Certain Legal Proceedings No events have occurred during the last five years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person of the issuer. E. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our Company with copies of all Section 16(a) reports they file. To the best of our knowledge, all executive officers, directors and greater than 10% shareholders filed the required reports in a timely manner, with the exception of the following:
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- 12 - [Enlarge/Download Table] ----------------------------------------------------------------------------------------- Name Number of Late Reports Number of Transactions Failure to File not Reported on a Timely Basis ----------------------------------------------------------------------------------------- Ron Jorgensen Nil Nil Nil Kyle Werier Nil Nil Nil R. Scott Irwin Nil Nil Nil Jeffery Quennell Nil Nil Nil ----------------------------------------------------------------------------------------- F. Code of Ethics The Company is currently in the process of adopting a code of ethics that applies to the small business issuer's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. G. Audit Committee Financial Expert. The Company has an audit committee consisting of the members of the Board of Directors, which includes two independent directors. The Company's board of directors has determined that the Company has a financial expert serving on its audit committee. Ron Jorgensen, the Company's Chief Financial Officer and a director is an experienced professional accountant (see Item 9 A.). Mr. Jorgensen is not independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A (240.14a-101 of this chapter) under the Exchange Act. Item 10. Executive Compensation. Remuneration of Directors and Executive Officers The following table sets forth the compensation paid to the Chief Executive Officer and other Executive Officers and key persons earning over $100,000 in total annual salary and bonus, for all services rendered in all capacities to E-Com, for the fiscal year ended December 31 2002: Summary Compensation Table [Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- Long Term Compensation ---------------------- Annual Compensation Awards Payouts Other Restricted Securities Name & Annual Stock Underlying LTIP All Other Principal Salary Bonus Compensation Award Options/SAR Payouts Compensation Position Year ($) ($) ($) ($) (#) ($) ($) ---------------------------------------------------------------------------------------------------------------- Kyle Werier 2001 61,975* -- -- -- 50,000 -- -- President, CEO 2002 38,000* -- -- -- 50,000 -- -- *Fees have been accrued to 498635 BC Ltd. a private corporation owned by Kyle Werier. Option Grants in Last Fiscal Year
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- 13 - The following table sets forth each stock option grant made during fiscal 2002 to the Executive Officers named in the Summary Compensation Table above: Options / SAR Grants in the Last Fiscal Year Individual Grants Number of Securities # of Total Options/SARs Exercise or Underlying Options/ Granted to Employees in Base Price Expiration Name SARs Granted (#) Fiscal Year ($/Sh) Date None. Stock Option / Incentive Plan On December 11, 2000, the Board of Directors approved the 2000 Stock Incentive Plan for the benefit of our officers, directors, employees and service providers. Under the plan the board of directors may grant stock options and issues stock incentives as compensation for services of common shares up to a maximum quantity, in aggregate of 1,250,000 common shares. These shares may be registered under our S-8 registration statement filed on January 19, 2001. Additionally, the exercise price of the stock options will be determined by the board of directors at the time the stock options are granted. To date, no stock incentives have been issued under this plan and the 130,000 stock options to purchase common stock have been granted and are outstanding to officers, directors, employees and service providers. All stock options granted to date vest according to the following schedule: March 31, 2001 25% September 30, 2001 25% March 31, 2002 25% September 30, 2002 25% Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values The following table sets forth, for the Chief Executive Officer named in the Summary Compensation Table above, stock options exercised during fiscal 2002 and the fiscal year-end value of unexercised options: [Enlarge/Download Table] Aggregated Options/SAR Exercises in Last Fiscal Year & FY-End Options/SAR Values Number of Securities Underlying Value of Unexercised Shares Value Unexercised Options/SARs at In-the-money Options/ Acquired on Realized FY-End (#) SARs at FY-End ($) Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable -------------------------------------------------------------------------------------------------------- Kyle Werier -- -- 50,000/0 $0/$0 President, CEO Long Term Incentive Plans - Awards in Last Fiscal Year Not applicable.
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- 14 - Compensation of Directors Non-executive directors are compensated through participation in the stock option and stock incentive plan described above and do not currently receive any cash compensation for services in their capacity as directors. On December 11, 2000 each of the two outside directors were granted 15,000 options to purchase common shares at $0.10 per share exercisable up to December 11, 2005. Employment Contracts and Termination of Employment and Change-in-Control Arrangements We do not currently have written employment agreements or termination or change in control arrangements with our executive officers. Our officers provide us with professional and management services and receive monthly fees of up to $5,000 to each of the two officers which are being accrued to private corporations owned by each officer respectively. Repricing of Options/SAR's Not applicable. Item 11. Security Ownership of Certain Beneficial Owners and Management. A. Security Ownership of Management The following table sets forth as of December 31, 2002 certain information regarding the beneficial ownership of our common stock by: 1. Each person who is known us to be the beneficial owner of more than 5% of the common stock, 2. Each of our director and executive officers and 3. All of our directors and executive officers as a group. Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. [Enlarge/Download Table] ------------------------------------------------------------------------------------------- Title of Class Name and Address Shares Unexercised Fully Beneficially Stock Diluted % of Owned Options Shares Outstanding ------------------------------------------------------------------------------------------- Common Ron Jorgensen 3,750,000 50,000 23.76% #720-475 Howe St. Vancouver, B.C., Canada V6C 2B3 Common Kyle Werier 3,750,000 50,000 23.76% #720-475 Howe St. Vancouver, B.C., Canada V6C 2B3 Common R. Scott Irwin 0 15,000 0.09% #720-475 Howe St. Vancouver, B.C., Canada V6C 2B3
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- 15 - [Enlarge/Download Table] ------------------------------------------------------------------------------------------- Title of Class Name and Address Shares Unexercised Fully Beneficially Stock Diluted % of Owned Options Shares Outstanding ------------------------------------------------------------------------------------------- Common Jeffrey Quennell 0 15,000 0.09% #720-475 Howe St. Vancouver, B.C., Canada V6C 2B3 Common Total ownership by our 7,500,000 130,000 47.70% officers and directors as a group ------------------------------------------------------------------------------------------- B. Persons Sharing Ownership of Control of Shares To the best of our knowledge no person other than Ron Jorgensen and Kyle Werier beneficially owns or shares the power to vote 5% or more of our securities. C. Changes in Control No change in control is currently being contemplated. Item 12. Certain Relationships and Related Transactions. E-Com Consultants (Canada) Corp. Our Canadian operations are conducted through a wholly owned subsidiary, E-Com Consultants (Canada) Corp., incorporated in British Columbia, Canada. Item 13. Exhibits and Reports on Form 8-K. See Form 8-K previously filed with the commission November 15, 2002 and Form 8-K/A previously filed with the commission November 26, 2002 disclosing changes in the Company's certifying accountant. (incorporated herein by reference). Item 14. Controls and Procedures On March 1, 2003 the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14c). Based upon that evaluation, the Chief Executive and Financial Officer concluded that the Company's disclosure controls and procedures are effective given the limited operations of the Company. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation. PART F/S Consolidated Financial Statements (Expressed in United States dollars) E-COM TECHNOLOGIES CORPORATION Years ended December 31, 2002 and 2001
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TERRY AMISANO LTD. AMISANO HANSON KEVIN HANSON, CA CHARTERED ACCOUNTANTS INDEPENDENT AUDITORS' REPORT To the Stockholders, E-com Technologies Corporation We have audited the accompanying consolidated balance sheet of E-com Technologies Corporation as of December 31, 2002 and the consolidated statements of operations and comprehensive loss, cash flows and stockholders' deficiency for the year ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of E-Com Technologies Corporation as of December 31, 2001, were audited by other auditors whose report dated March 1, 2002, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of E-com Technologies Corporation, as of December 31, 2002 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, has a working capital deficiency and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Vancouver, Canada "AMISANO HANSON" March 21, 2003 Chartered Accountants
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E-COM TECHNOLOGIES CORPORATION Consolidated Balance Sheets (Expressed in United States dollars) December 31, 2002 and 2001 [Download Table] ------------------------------------------------------------------------------- 2002 2001 ------------------------------------------------------------------------------- Assets Current assets: Cash $ 12,470 $ 3,870 Accounts receivable 3,382 18,587 Prepaid expenses 2,764 1,738 Work-in-progress - 5,286 ------------------------------------------------------------------------------- 18,616 29,481 Capital assets - Note 3 7,592 21,149 ------------------------------------------------------------------------------- Total assets $ 26,208 $ 50,630 =============================================================================== Liabilities and Stockholders' Deficiency Current liabilities: Accounts payable and accrued liabilities $ 81,686 $ 45,497 Due to related parties - Note 8 221,030 - Loans payable - Note 5 64,748 - Current capital lease obligation - Note 4 2,544 6,416 ------------------------------------------------------------------------------- 370,008 51,913 Long-term capital lease obligation - Note 4 2,548 5,249 Due to related parties - Note 8 - 143,835 Loans payable - Note 5 - 53,678 Convertible debenture - Note 6 67,388 65,731 ------------------------------------------------------------------------------- Total liabilities 439,944 320,406 ------------------------------------------------------------------------------- Stockholders' deficiency: Capital stock: Authorized: 90,000,000 common voting shares, par value of $0.001 per share 10,000,000 preferred stock, par value of $0.001 per share Issued and outstanding: 12,750,157 common stock (2001 - 12,750,157) 12,750 12,750 Additional paid-in capital 247,824 246,702 Deficit (677,665) (533,457) Accumulated other comprehensive income: Cumulative translation adjustment 3,355 4,229 ------------------------------------------------------------------------------- Total stockholders' deficiency (413,736) (269,776) ------------------------------------------------------------------------------- Total liabilities and stockholders' deficiency $ 26,208 $ 50,630 =============================================================================== Nature and Continuance of Operations - Note 1 Commitments - Notes 4, 6 and 7 See accompanying notes to consolidated financial statements.
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E-COM TECHNOLOGIES CORPORATION Consolidated Statements of Operations and Comprehensive Loss (Expressed in United States dollars) [Download Table] ------------------------------------------------------------------------------- Years ended December 31, 2002 2001 ------------------------------------------------------------------------------- Revenues: Website and programming services $ 18,884 $ 74,318 Hardware/software sales - 6,795 ------------------------------------------------------------------------------- 18,884 81,113 Cost of sales and services 10,424 61,268 ------------------------------------------------------------------------------- Gross profit 8,460 19,845 ------------------------------------------------------------------------------- Expenses: Depreciation 13,187 18,422 Interest expense 12,802 15,948 Selling, general and administrative - Note 8 126,688 270,234 ------------------------------------------------------------------------------- Total expenses 152,677 304,604 ------------------------------------------------------------------------------- Loss before other items (144,217) (284,759) Other items: Gain on sale of capital assets 9 - Forgiveness of debt - Note 8 - 35,608 ------------------------------------------------------------------------------- Loss for the period (144,208) (249,151) Other comprehensive gain (loss): Foreign currency translation adjustment (874) 4,904 Comprehensive loss $ (145,082) $ (244,247) =============================================================================== Loss per share: Basic $ (0.01) $ (0.02) Diluted $ (0.01) $ (0.02) =============================================================================== Weighted average shares: Basic 2,750,157 12,708,527 Diluted 12,750,157 12,708,527 =============================================================================== See accompanying notes to consolidated financial statements.
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E-COM TECHNOLOGIES CORPORATION Consolidated Statements of Cash Flows (Expressed in United States dollars) [Enlarge/Download Table] ----------------------------------------------------------------------------------------- Years ended December 31, 2002 2001 ----------------------------------------------------------------------------------------- Cash provided by (used in): Operating activities: Loss for the period $ (144,208) $ (249,151) Non-cash items: Depreciation 13,187 18,422 Gain on sale of capital assets (9) - Services rendered in exchange for stock - 22,500 Compensation cost related to stock options granted 1,122 (13,103) Interest expense of conversion option benefit of convertible debt 1,657 7,839 Changes in non-cash operating working capital: Accounts receivable 15,205 11,752 Prepaid expense (1,026) (1,738) Work-in-progress 5,286 11,552 Accounts payable and accrued liabilities 36,189 (53,256) ---------------------------------------------------------------------------------------- (72,597) (245,183) ---------------------------------------------------------------------------------------- Investing activities: Proceeds on disposal of capital assets 510 - Purchase of equipment - (4,024) ---------------------------------------------------------------------------------------- 510 (4,024) ---------------------------------------------------------------------------------------- Financing activities: Repayment of obligations under capital lease (6,573) (2,483) Issuance of convertible debt - 47,500 Issuance of debt due to related parties 77,195 143,834 Issuance of loans payable 11,070 53,678 ---------------------------------------------------------------------------------------- 81,692 242,529 ---------------------------------------------------------------------------------------- Effect of foreign currency translation on cash (1,005) 4,904 ---------------------------------------------------------------------------------------- Increase (decrease) in cash 8,600 (1,774) Cash, beginning of period 3,870 5,644 ---------------------------------------------------------------------------------------- Cash, end of period $ 12,470 $ 3,870 ======================================================================================== Supplementary disclosure: Interest expense paid $ 1,579 $ 15,948 Income taxes paid $ - $ - Non-cash transactions: Capital stock issued for services rendered $ - $ 22,500 Stock-based compensation $ 1,122 $ (13,103) ======================================================================================== See accompanying notes to consolidated financial statements.
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E-COM TECHNOLOGIES CORPORATION Consolidated Statements of Stockholders' Equity (Deficiency) (Expressed in United States dollars) Year ended December 31, 2002 [Enlarge/Download Table] ----------------------------------------------------------------------------------------------------------------------- Total Additional Retained Cumulative stockholders' Common stock paid-in earnings translation equity Shares Amount capital (deficit) adjustment (deficiency) ----------------------------------------------------------------------------------------------------------------------- Balance, January 29, 1999 Issued for cash at $.0004 per share post 2.5:1 split 7,500,000 $ 3,000 $ - $ - $ - $ 3,000 April 4, 1999: Issued for cash 3,000,000 1,200 - - - 1,200 Foreign currency translation Adjustments - - - - (3) (3) Net earnings - - - 3,350 - 3,350 ----------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 10,500,000 4,200 - 3,350 (3) 7,547 April 30, 2000: Issued for cash 1,195,650 1,196 118,369 - - 119,565 April 30, 2000: Issued for services 129,250 129 12,796 - - 12,925 April 30, 2000: Issued for cash 677,013 677 67,024 - - 67,701 September 18, 2000: Issued for services 12,000 12 1,188 - - 1,200 November 15, 2000: Issued for cash 45,244 45 6,742 - - 6,787 December 28, 2000: Issued for services 106,000 106 4,894 - - 5,000 Authorized par value change resulting in a decrease in additional paid-in-capital - 6,300 (6,300) - - - Detachable warrants issued with convertible debt - - 8,287 - - 8,287 Stock compensation - - 16,103 - - 16,103 Conversion benefit of convertible debt - - 8,287 - - 8,287 Foreign currency translation Adjustments - - - - (672) (672) Loss for the year - - - (287,656) - (287,656) ======================================================================================================================= Balance, December 31, 2000 12,665,157 12,665 237,390 (284,306) (675) (34,926) May 25, 2001: Issued for services 75,000 75 7,425 - - 7,500 June 25, 2001: Issued for services 10,000 10 990 - - 1,000 Services rendered relating to prior year share issuance - - 14,000 - - 14,000 Stock compensation - - (13,103) - - (13,103) Foreign currency translation Adjustments - - - - 4,904 4,904 Loss for the year - - - (249,151) - (249,151) ======================================================================================================================= Balance, December 31, 2001 12,750,157 12,750 246,702 (533,457) 4,229 (269,776) Stock compensation - - 1,122 - - 1,122 Loss for the year - - - (144,208) - (144,208) Foreign currency translation Adjustments - - - - (874) (874) ----------------------------------------------------------------------------------------------------------------------- Balance, December 31, 2002 12,750,157 $ 12,750 $ 247,824 $ (677,665) $ 3,355 $ (413,736) ======================================================================================================================= </TABLE See accompanying notes to consolidated financial statements.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 1. Nature and Continuance of Operations: The Company was organized on January 29, 1999 (inception) under the laws of the State of Nevada, United States of America as E-Com Technologies Corporation. The Company has a 100% owned subsidiary, E-Com Consultants (Canada) Corp., which was incorporated in the Province of British Columbia, Canada on February 11, 1999. On November 10, 2000, the Company became a Fully registered issuer reporting with the Securities and Exchange Commission. On December 15, 2000, the Company began trading on the National Association of Securities Dealer - Over-the-Counter Bulletin Board. The Company develops e-commerce solutions, web-based applications, performs Internet marketing and consulting services and designs and hosts web sites. The Company's consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States of America, which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has generated revenues from website services and sales of hardware and software, but such revenues are not yet sufficient to cover operating costs. Furthermore, the Company has experienced negative cash flows from operations for the year ended December 31, 2002 and at December 31, 2002 has an excess of current liabilities over current assets of $351,392 and accumulated deficit of $677,665. The Company plans to increase revenue through marketing efforts and business development and also plans to seek additional equity financings to fund future operations. Through March 21, 2003, no such additional financing has been obtained and there is no assurance that such financing will be available in the future, when required, and on an economic basis. If the Company is unable to generate sufficient cash inflows, it may be required to reduce or limit operations. For the period from incorporation to December 31, 2002, the Company operated as one business segment, internet and related services. All of the Company's revenues are generated in Canada. 2. Significant accounting policies: These consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America. (a) Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary E-Com Consultants (Canada) Corp. All intercompany balances and transactions have been eliminated.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 2. Significant accounting policies (continued): (b) Foreign operations: The Company's functional and reporting currency is the United States of America dollar. The functional currency of the Company's Canadian subsidiary is the Canadian dollar. Assets and liabilities of the foreign subsidiary are translated into the United States dollars at the rate of exchange in effect at the balance sheet date. Revenues and expenses are translated at average rates of exchange prevailing during the year. Exchange gains and losses arising on the translation are excluded from the determination of income and reported in the cumulative translation adjustment in stockholders' equity. (c) Capital assets: Capital assets are stated at cost. Depreciation is provided using the straight-line method at the following annual rates: ------------------------------------------------------------------------ Assets Rate ------------------------------------------------------------------------ Computer equipment 3 years Websites 2 years Furniture and fixtures 5 years ------------------------------------------------------------------------ (d) Website development costs: The Company recognizes the costs incurred in the development of the Company's website in accordance with EITF 00-2 "Accounting for Website Development Costs" and, with the provisions of AICPA Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". Accordingly, direct costs and interest costs incurred during the application stage of development are capitalized and amortized over the estimated useful life. Software development costs consist of amounts paid to third party programmers and consultants to develop the website during the application development stage and are amortized on a straight-line basis over two years commencing at the time the website became available for use. (e) Non-monetary transactions: Non-monetary transactions that represents the culmination of an earning process, are recorded at fair market value of the services given up or the products or services received. (f) Income taxes: The Company used the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards, No. 109 "Accounting for Income Taxes".
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 2. Significant accounting policies (continued): (g) Revenue recognition: The Company recognizes revenue on web-site services which includes development of e-commerce websites and strategies, web design, consulting and custom programming of web based applications on a percentage of completion basis as the contracted services are provided, and on hardware / software sales when title passes which is when the product is shipped to customers from distributors' warehouse to the customer. (h) Warranty: The Company provides only a 15 day warranty on websites and e-commerce systems developed for customers. The Company accrues for warranty cost, based on its best estimate of costs to be incurred, when revenue is recognized. (i) Use of estimates: The preparation of the consolidated 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 contingencies at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Assumptions underlying these estimates are limited by the availability of reliable data and the uncertainty of predictions concerning future events. Consequently, the estimates and assumptions made do not necessarily result in a precise determination of reported amounts. Actual results could differ from those estimates. (j) Share issue costs: The cost of issuing shares of common stock is applied to reduce additional paid in capital. (k) Stock-based compensation: The Company has elected to apply the intrinsic value method of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock options on options granted to employees and directors. Under APB 25, compensation expense is only recorded to the extent that the exercise price is less than the market value of the underlying stock on the measurement date which is usually the date of grant. Stock-based compensation for employees is recognized on an accelerated basis over the vesting period of the individual options. Stock options granted to non-employees are accounted for under SFAS No. 123 "Accounting for Stock-Based Compensation" and are recognized at the fair value of the options as determined by an option pricing model as the related services are provided and the options earned. Pro forma fair value information with respect to options granted to employees and directors is disclosed in accordance with SFAS 123 (see note 7(b)).
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 2. Significant accounting policies (continued) (l) Convertible debenture with detachable warrants and beneficial conversion option: The proceeds from the issuance of debt securities with detachable warrants are allocated between the warrants and the debt securities based on their relative fair values at the time of issuance. The portion allocated to the warrants is classified as "Additional paid in Capital". The debt discount, equal to the difference between the face value of the convertible debt and the amount of the proceeds allocated to convertible debenture, is amortized over the life of the convertible debenture. The beneficial conversion option embedded in the convertible debenture is separately valued at the date of issuance. The value of the beneficial conversion option is calculated as the difference between the remaining carrying value of the convertible debenture and the market value of the common stock into which the convertible debenture is convertible. The value assigned to the beneficial conversion option is amortized over the period to the earliest conversion date. (m) Advertising: Advertising costs are expensed as incurred. (n) Loss per share: Basic loss per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. When dilutive, stock options and warrants are included as share equivalents using the treasury stock method for purposes of computing diluted earnings (loss) per share. As the stock options and warrants are anti-dilutive for the periods presented, basic and diluted loss per share are the same. 3. Capital assets: ---------------------------------------------------------------------------- Accumulated Net book 2002 Cost depreciation value ---------------------------------------------------------------------------- Computer equipment $ 27,563 $ 23,712 $ 3,851 Furniture and fixtures 5,891 2,150 3,741 Websites 17,239 17,239 - ---------------------------------------------------------------------------- $ 50,693 $ 43,101 $ 7,592 ============================================================================ ---------------------------------------------------------------------------- Accumulated Net book 2001 Cost depreciation value ---------------------------------------------------------------------------- Computer equipment $ 30,147 $ 16,400 $ 13,747 Furniture and fixtures 5,891 1,001 4,890 Websites 17,239 14,727 2,512 ---------------------------------------------------------------------------- $ 53,277 $ 32,128 $ 21,149 ============================================================================
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 3. Capital assets (continued): Included in computer equipment are capital leases with costs of $17,585 (2001 - $17,585) and accumulated depreciation of $15,448 (2001 - $9,906). Included in furniture and fixtures are capital leases with costs of $4,025 (2001 - $4,025) and accumulated depreciation of $857 (2001 - $67). 4. Obligations under capital leases: The Company leases computer equipment under capital leases, denominated in Canadian dollars, and expiring at various dates to 2006. As at December 31, 2002, the future minimum lease payments under capital leases were as follows: ---------------------------------------------------------------------------- 2003 $ 3,093 2004 1,133 2005 1,133 2006 945 ---------------------------------------------------------------------------- 6,304 Amount representing interest 1,212 ---------------------------------------------------------------------------- 5,092 Current portion 2,544 ---------------------------------------------------------------------------- $ 2,548 ============================================================================ Interest rates on the capital leases range from approximately 16.1% to 30.5%. Two of the leases are guaranteed by two stockholders. 5. Loans payable: The loans payable are unsecured, bear interest at 5% per annum and, as of January 1, 2003, are due on demand. 6. Convertible debenture: (a) On November 15, 2000, the Company issued a convertible debenture for proceeds of $24,860. The convertible debenture has an interest rate of 9% and is convertible into common shares of the Company at the lower of $0.10/share or 80% of the average closing price ("Conversion Price"). Interest is payable with common shares upon conversion, or with cash upon maturity of the debenture. The debentures are convertible into common shares of the Company at any time beginning May 15, 2001 and are redeemable at the option of the Company at 120% of the outstanding amount, with 100% payable in cash and 20% payable, at the option of the Company, in cash or in common shares at the Conversion Price. 124,300 detachable warrants, convertible into common shares of the Company, were issued in conjunction with the convertible debt. These warrants expired on November 15, 2002 without being exercised.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 6. Convertible debenture (continued): The proceeds from the issuance of convertible debt securities with detachable warrants has been allocated between the warrants, the debt security, and the beneficial conversion option. The fair value of the convertible debenture and the detachable warrants were calculated using the Black-Scholes option-pricing model. The value of proceeds allocated to the detachable warrants totaled $8,287 and is being amortized over the life of the convertible debt. At the convertible debt commitment date, the value attributed to the beneficial conversion option was $8,287 which was amortized over the period to the first conversion date of May 15, 2001. (b) On March 14, 2001 the Company issued a convertible debenture for proceeds of $30,000. The Company issued an additional $17,500 in convertible debenture on May 22, 2001 pertaining to the same subscription agreement for an aggregate total of $47,500. The convertible debenture has an interest rate of 9% and is convertible into common shares of the Company at the lower of $0.075 per share or 75% of the average closing price. Interest is payable with common shares upon conversion, or with cash upon maturity of the debenture. The debentures are convertible into common shares of the Company at any time beginning September 12, 2001 and are redeemable at the option of the Company at 120% of the outstanding amount. The value of the proceeds allocated to the convertible debt is as follows: ------------------------------------------------------------------------------- 2002 2001 ------------------------------------------------------------------------------- Face value of debt $ 72,360 $ 72,360 Discount attributed to warrants (4,972) (6,629) Discount attributed to beneficial conversion option - - ------------------------------------------------------------------------------- $ 67,388 $ 65,731 =============================================================================== The convertible debentures and detachable warrants have not been registered with United States Securities Exchange Commission, or the Securities Commission of any state. 7. Capital Stock: - Note 6 (a) Stock split: The Company had a forward stock split (2.5:1) on May 23, 2000. This split has been reflected in these consolidated financial statements on a retroactive basis. (b) Stock incentive plan: Pursuant to a stock incentive plan effective December 11, 2000, the Company has reserved 1,250,000 common shares for future issuance.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 7. Capital Stock - Note 6 - (continued): (b) Stock incentive plan: - (continued) Stock option activity is presented as follows:
[Download Table] ------------------------------------------------------------------------------- Weighted average Number exercise of shares price ------------------------------------------------------------------------------- Outstanding, December 31, 2000 320,000 0.10 Forfeited (90,000) 0.10 ------------------------------------------------------------------------------- Outstanding, December 31, 2001 230,000 $ 0.10 ------------------------------------------------------------------------------- Forfeited (100,000) 0.10 ------------------------------------------------------------------------------- Outstanding, December 31, 2002 130,000 $ 0.10 =============================================================================== The options are exercisable in accordance with the following vesting schedules: ------------------------------------------------------------------------------- Percentage Vesting date 25% March 31, 2001 25% September 30, 2001 25% March 31, 2002 25% September 30, 2002 ------------------------------------------------------------------------------- The following table summarizes information concerning outstanding and exercisable options at December 31, 2002: ------------------------------------------------------------------------------- Options outstanding Options exercisable ------------------------------ ----------------------------- Weighted Average Weighted Weighted Remaining average average Exercise Number contractual exercise price Number exercise price Prices outstanding life (in years) per share exercisable per share ------------------------------------------------------------------------------- $0.10 130,000 2.95 $0.10 130,000 $ 0.10 =============================================================================== The expiry date of these options is December 11, 2005.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 7. Capital Stock - Note 6 - (continued): (b) Stock incentive plan: - (continued) (i) The per share weighted average fair value of stock options granted during 2000 was determined using the Black Scholes option-pricing model with the following average assumptions used to value the options at each vesting period: 2002 2001 2000 Expected dividend yield Nil Nil Nil Risk-free interest rate 3.0% 7.5% 7.5% Volatility 145% 145% 145% Expected time to maturity 3.5 yrs 0.8 yr 1.8 yrs Of the total options granted in 2000, 80,000 were granted to employees, 180,000 were granted to officers and directors, and 60,000 were granted to non-employees of the Company. All options were granted with an exercise price equal to the fair market value of the stock on the date of the grant. In accordance with the Company's accounting policy described in Note 2(k), no compensation cost has been recognized for the stock options granted to employees. The fair value of the options granted to non-employees earned during the year ended December 31, 2002 was $1,122, calculated by the Black-Scholes model with the input factors set out above. (ii) During 2001 and 2002, no options were granted. However, due to the departure of an officer and two employees, 90,000 options were forfeited during the year ended December 31, 2001 and due to the departure of two officers, 100,000 were forfeited during the year ended December 31, 2002. If in 2002 and 2001, compensation cost for the stock options issued to employees had been determined based on the fair value at the grant date consistent with the measurement provisions of FAS 123 and the input factors set out above, the Company's net loss and loss per share would have been adjusted as follows: ------------------------------------------------------------------------- 2002 2001 ------------------------------------------------------------------------- Loss for the year, as reported $ (144,208) $ (249,151) Loss for the year, proforma (144,208) (250,922) Basic loss per share, as reported (0.01) (0.02) Basic loss per share, proforma (0.01) (0.02) Diluted loss per share, as reported (0.01) (0.02) Diluted loss per share, proforma (0.01) (0.02) ========================================================================= (c) Common shares issued in exchange for services: During fiscal 2002, the Company issued Nil (2001 - 85,000) shares in exchange for services rendered. The value attributed to these services is Nil (2001 - $22,500) and is based on the fair value of the shares at the date of the commitment to issue.
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 8. Related party transactions: Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows: (a) Included within general and administration expenses is $72,602 (2001 - $131,177) charged by companies controlled by officers and directors of the Company. The fees were charged in consideration for the provision of management and consulting services to the Company. At December 31, 2002, due to related parties includes an amount of $221,030 (December 31, 2002: $143,835) payable to a director of the Company and a company controlled by an officer/director of the Company. These amounts are unsecured, non-interest bearing and, as of January 1, 2003, are due on demand. (b) The Company utilizes certain office and operating equipment that is provided by a Company that is owned by the Company's President at no charge. (c) Forgiveness of debt consists of $Nil (2001: $35,608) of accrued management fees owed to a private company owned by a former director of the Company. 9. Income taxes: Deferred Tax Assets The Financial Accounting Standards Board issued Statement Number 109 in Accounting for Income Taxes ("FAS 109") which is effective for fiscal years beginning after December 15, 1992. FAS 109 requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The following table summarizes the significant components of the Company's deferred tax assets: ---------------------------------------------------------------------------- 2002 2001 Deferred tax assets: Net operating loss carryforwards $ 253,600 $ 213,600 Excess of book over tax depreciation 4,000 7,100 ---------------------------------------------------------------------------- Total deferred tax assets 257,600 220,700 Valuation allowance (257,600) (215,700) ---------------------------------------------------------------------------- Net deferred tax assets - 5,000 Deferred tax liabilities due to capital equipment lease - (5,000) ---------------------------------------------------------------------------- $ - $ -
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E-COM TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (Expressed in United States dollars) Years ended December 31, 2002 and 2001 ------------------------------------------------------------------------------- 9. Income taxes (continued): The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is likely to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry. For the year ended December 31, 2002 there were no significant differences between financing and tax reporting and therefore, no deferred tax benefit or liability was accrued or disclosed. ---------------------------------------------------------------------------- 2002 2001 ---------------------------------------------------------------------------- Income tax payable: United States $ - $ - Canada 3,060 3,060 ---------------------------------------------------------------------------- Income tax provision: United States $ - $ - Canada - - ---------------------------------------------------------------------------- Income tax expense varies from the amounts that would be computed by applying the Canadian federal and provincial income tax rate of 37.6% (2001 - 39.6%) for the periods presented to loss before income taxes as shown in the following table: ---------------------------------------------------------------------------- 2002 2001 ---------------------------------------------------------------------------- Combined Canadian and federal provincial income taxes expected rates $ (54,222) $ (98,664) Change in valuation allowance 41,900 84,801 Permanent and other differences 12,322 13,863 ---------------------------------------------------------------------------- Tax provision $ - $ - ============================================================================ The income and losses from operations before other comprehensive gain or loss by geographic region is as follows: ---------------------------------------------------------------------------- 2002 2001 ---------------------------------------------------------------------------- United States $ (12,830) $ (39,392) Canada (131,378) (209,759) ---------------------------------------------------------------------------- $ (144,208) $ (249,151) ============================================================================ The potential benefit of the above tax losses has not been recorded in the financial statements. 10. New Accounting Standards: Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying consolidated financial statements. PART III Index to Exhibits Name and/or Identification of Exhibit Exhibit 3 (incorporated by reference to Form 10-SB filed with the Commission September 11, 2000)
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- 16 - (i) Articles of Incorporation of the Company filed January 29, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission on September 11, 2000. (ii)By-Laws of the Company adopted January 29, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. Exhibit 4 - Convertible Debenture and Convertible Notes Debenture and Warrant Purchase Agreement filed as Exhibit A (and incorporated herein by reference) in the Company's Form 10-KSB for the period ended December 31, 2000 filed April 2, 2001. Exhibit 16 - Letter on Change in Certifying Accountant - Form 8-K previously filed with the commission November 15, 2002 and Form 8-K/A previously filed with the commission November 26, 2002 incorporated herein by reference. Exhibit 21 - Subsidiaries E-Com Consultants (Canada) Corp. incorporated in British Columbia in February 1999 is a 100% owned subsidiary corporation. Exhibit 99.1 - Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350 Exhibit 99.2 - Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350 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. E-Com Technologies Corporation /s/ Ron Jorgensen --------------------------------- Ron Jorgensen, Secretary Date: March 30, 2003 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. /s/ Kyle Werier --------------------------------- Kyle Werier, President, Director
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- 17 - Date: March 30, 2003 /s/ Ron Jorgensen --------------------------------- Ron Jorgensen, Chief Financial Officer, Director Date: March 30, 2003 /s/ Jeff Quennell --------------------------------- Jeff Quennell, Director Date: March 30, 2003 /s/ R. Scott Irwin --------------------------------- R. Scott Irwin, Director Date: March 30, 2003 Exhibit 99.1 CERTIFICATION I, Kyle Werier, certify that: 1. I have reviewed this annual report on Form 10-KSB of E-Com Technologies Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial conditions, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
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- 18 - (c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or person performing the equivalent functions): (a) all significant deficiencies in the design or operations of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 30, 2003 "KYLE WERIER" --------------------------------------------- Kyle Werier Chief Executive Officer and President Exhibit 99.2 CERTIFICATION I, Ron Jorgensen, certify that: 1. I have reviewed this annual report on Form 10-KSB of E-Com Technologies Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial conditions, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
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- 19 - (c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or person performing the equivalent functions): (a) all significant deficiencies in the design or operations of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. March 30, 2003 "RON JORGENSEN" ----------------------------- Ron Jorgensen Chief Financial Officer

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12/11/051427
Filed on:4/15/038-K
3/30/033134
3/28/032
3/21/031621
3/1/0315
1/1/032529
For Period End:12/31/02130NT 10-K,  NT 10-K/A
11/26/029318-K/A
11/15/029318-K
10/1/027
9/30/0272710QSB
7/1/027
6/30/02710QSB
4/1/027
3/31/02710QSB
3/1/0216
1/1/027
12/31/0173010KSB
10/1/017
9/30/01710QSB
9/12/0126
7/1/017
6/30/01710QSB
6/25/0120
5/25/0120
5/22/0126
5/15/01252610QSB
4/2/013110KSB
4/1/017
3/31/01710QSB
3/14/0126
1/19/0113S-8
1/1/017
12/31/003110KSB
12/28/0020
12/15/00621
12/11/001326
11/15/002025
11/10/00721
9/18/0020
9/11/00303110SB12G
5/23/0026
4/30/0020
9/8/9910
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2/11/99321
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12/15/9229
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