U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A1
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 2001
Commission File Number: 0-25388
DETOUR MEDIA GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1156459
(IRS Employer Identification No.)
7060 Hollywood Blvd., Suite 1150
Los Angeles, California
(Address of principal executive offices)
90028
(Zip Code)
(323) 469-9444
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of March 8, 2002 was 42,242,965 shares.
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period ended
September 30, 2001, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward looking statements.
OVERVIEW
We are engaged in publishing of a monthly magazine entitled Detour, which
includes advertisements and articles relating to fashion, contemporary music and
entertainment and social issues. Management describes the magazine as an "urban,
avant-garde" publication. We derive approximately 80% of our revenues from
advertising, with the balance from circulation. We maintain an office in Los
Angeles.
The Magazine has normally been published monthly, with the exception of the
issues for December/January and June/July, for which one issue is published. The
Magazine has been, in general, approximately 150 pages in length, comprised of
about 50 to 60 pages of advertising, with the balance in editorial pages.
However, due to our impaired financial condition, one issue was published during
the first quarter of 2001, one issue was published in the second quarter of
2001, and one issue was published during the third quarter of 2001. As of the
date of this Amendment, we
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have published a fourth and last issue for the year 2001, and pursuant to a
restructuring plan, intend to publish our next issue in the 3rd quarter of 2002.
Such restructuring includes a debt reorganization with significant debt to
equity conversion, a more focused business plan, a new management team and an
infusion of approximately $5 million in equity capital. However, there can be no
assurances that we will be successful with this restructuring.
The following information is intended to highlight developments in our
operations to present our results of operations, to identify key trends
affecting our business and to identify other factors affecting our results of
operations for the nine month periods ended September 30, 2001 and 2000.
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Nine Month Periods Ended
September 30, 2001 and 2000
During the nine month period ended September 30, 2001, our revenues
decreased from the same period in 2000, as we generated revenues of $958,471
compared to revenues of $3,286,486 for the similar period in 2000, a decrease of
$2,328,015 (71%). This was attributable to only three issues of our Magazine
being published during this period, compared to one double issue and seven
single issues being published during the nine month period ended September 30,
2000, resulting in a decrease in advertising revenues, our principal source of
revenue, as well as newsstand and subscription revenues. We published only three
issues during this period because of our lack of working capital. Although we
have reduced the number of issues published per year, the same advertisers have
continued to place advertisements in our Magazine, and we anticipate that such
advertisers will continue to place advertisements in our Magazine and we will be
able to attract additional advertisers if and when we obtain sufficient funding
to increase the number of issues published per year, of which there is no
assurance.
In the nine month period ended September 30, 2001, costs of sales decreased
72%, to $631,494, compared to $2,237,673 for the similar period in 2000, a
decrease of $1,606,181, which was also due to the publication of only three
issues of our Magazine during the applicable period, compared to eight issues in
2000.
Selling, general and administrative expenses were $2,217,530 for the nine
months ended September 30, 2001, compared to $4,278,695 for the similar period
in 2000, a decrease of $2,061,165 (48%). This decrease was due to reduced salary
costs, closing of the New York office and significant reduction in financial
marketing expenses, which included a significant reduction in issuance of the
Company's warrants for outside services to
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financial consultants with regard to equity and debt financing, and related
costs.
Interest expense decreased from $833,628 in the nine months ended September
30, 2000, to $761,181 for the nine months ended September 30, 2001, a decrease
of $72,447 (9%) as a result of the conversion of $932,313 of principal debt in
July 2001, thereby eliminating additional interest expense on that obligation.
See "Liquidity and Capital Resources" below. As a result, we generated a net
loss of $(2,651,734) for the nine month period ended September 30, 2001, ($0.08
per share) compared to a net loss of $(4,011,201) for the nine month period
ended September 30, 2000 ($.14 per share).
LIQUIDITY AND CAPITAL RESOURCES
At the end of the nine month period ended September 30, 2001, we had
$45,954 in cash and cash equivalents. Accounts receivable decreased to $89,339
from $808,685 at September 30, 2000, a decrease of $719,346 (89%), which
management attributes to the fact that we published only three magazine issues
during the applicable period with considerably lower advertising revenue and
related accounts receivable per issue.
We have numerous outstanding notes payable, including the following:
In August 1998, we obtained a loan in the principal amount of $550,000 from
IBF Special Purpose Corporation II, to be used for general working capital. This
loan currently bears interest at the default rate of 28% per annum and was due
December 19, 1998, including a one-time extension fee paid to this lender of
$5,500. The loan provides for an exit fee equal to 3% of the original principal
amount of the loan ($16,500) and is secured by 1,000,000 shares of our common
stock, which were provided by 7 shareholders, including Mr. Stein, who tendered
190,000 shares as part of the security. Mr. Stein has also personally guaranteed
this obligation. In December 1998, we repaid $27,500 of the principal balance.
We also paid all interest which had accrued through September 30, 2000. In April
2001, we tendered a payment of $173,760 on this obligation and entered into a
Forbearance Agreement which provides, among other things, for us to pay this
lender $25,000 per month until the entire balance is paid in full. Upon payment
in full, the lender will return all of the stock provided as security. Interest
continues to accrue at the default rate. As at September 30, 2001, interest was
paid on a current basis and the principal balance was $520,938. As of the date
of this Amendment, we remain current on this obligation.
In December 1999, we obtained a $200,000 loan from Sigmapath Corporation,
which accrues interest at the rate of 6% per annum and
4
became due on March 8, 2000. We paid $100,000 on this obligation. In March 2001,
an action was filed against us by an officer of Sigmapath to collect the balance
of $100,000 remaining due. However, this action was dismissed by the court
because the plaintiff who brought the action was not the proper party in
interest. Subsequently, we were served with another copy of a complaint in
November 2001. See "Part II, Item 1, Legal Proceedings" below.
At September 30, 2001, we had eleven other notes payable, including two
convertible debentures, in the aggregate principal amount of $2,311,590, bearing
interest at rates ranging from 8% to 12% per annum, all of which require a
monthly or quarterly payment of principal and/or interest. These notes are due
on demand or past due.
In 1995, our majority stockholder loaned us $932,313. In 1996, this note
was converted to a demand note, bearing interest at the rate of 12% per annum.
In 1996, this stockholder subsequently assigned this Note to JCM Capital Corp.,
a minority stockholder, who, upon information and belief, has assigned portions
of this note to other unaffiliated parties. In July 2001, the holders of these
various notes agreed to convert this obligation, including all principal and
accrued interest, into shares of our common stock at a conversion price of
approximately $.46 per shares. They received 3,237,468 shares of our common
stock, in aggregate. These notes were secured by substantially all of our
assets, except for accounts receivable. Upon converson of the notes, the
security interest was released.
Advances from stockholder represent advances made by our majority
stockholder for working capital purposes. At September 30, 2000, the advances
bore interest at 8% per annum and were payable on demand. In March 2000, our
majority stockholder agreed to reduce the annual interest rate to 8% from 12%,
effective January 1, 2000 and modify the repayment terms. Under the new
repayment terms, the advances are repayable in monthly principal installments of
$42,000 commencing January 1, 2001. However, we must use at least 25% of the net
proceeds of any financing received by us to repay the advances. Further, all of
the advances are due and payable in full at such time as we have received equity
financing of at least $10 million. At September 30, 2001, $2,805,604 of
principal was outstanding and classified as short- term. Accrued interest
payable to the majority stockholder at September 30, 2001 totaled $1,041,703.
Interest expense on the advances was $85,369 for the nine month period ended
September 30, 2001.
TRENDS
Management has completed a comprehensive business plan including a new
business strategy and reorganization of our debt,
5
capital structure and plan for capital formation required to implement the new
business strategy. In October, November and December of 2001, we entered into
finders fee and consulting agreements to assist in the formation and
implementation of the business plan and capital formation activities. The
business strategy focuses initially on strengthening Detour Magazine's
distribution and brand in North America, attracting new management and laying
the groundwork for licensing the Detour brand on an expanded product and
geographical basis.
In October 2001, we published our most recent issue and we currently plan
to publish our next issue in the third quarter of 2002, which will be dependent
upon the receipt of additional loan proceeds to fund our significantly reduced
interim overhead and publication of that next issue. On or before April 30,
2002, we anticipate the reorganization of our debt pursuant to such plan, the
funding of equity capital required to implement such plan and the hiring of new
management.
There is no assurance that we will be able to raise interim loan proceeds
or the equity financing required pursuant to the business plan, in which case we
would have no additional funds, other than collection of current accounts
receivable, with which to continue in business and may be forced to enter into a
joint publishing arrangement or sell or liquidate.
INFLATION
Although our operations are influenced by general economic conditions, we
do not believe that inflation had a material affect on our results of operations
during the nine month period ended September 30, 2001.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
By notice dated March 30, 2000, the staff of the Salt Lake City District
Office of the Securities and Exchange Commission ("SEC" or "the Commission")
notified us and our Chairman that it was recommending to the SEC that an
enforcement action be filed against both us and our Chairman relating to
accuracy of certain of our financial statements in 1997 and 1998. The
recommended enforcement action was based on: (i) the improper presentation of
certain quarterly financial information; and (ii) the failure to record in
accordance with generally accepted accounting principles the proper compensation
expense resulting from the issuance to consultants in 1997 of options to
purchase 4,400,000 shares of common stock. According to the notice from the
Commission, the SEC anticipates alleging that we had violated Section 17(a) of
the Securities Act of 1933, and Section 10(b) of the Securities
6
Exchange Act of 1934, Rule 10b-5, Section 13(a) of the Exchange Act and various
rules promulgated thereunder.
We believed that the issue regarding improper presentation of quarterly
financial information relates to our averaging of certain costs and expenses in
certain quarterly periods in 1997 and 1998 instead of calculating these costs
and expenses precisely. To comply with the staff's requirement, we would be
required to determine the actual costs and expenses for the affected quarters.
The second issue related to whether we recorded the proper amount of
compensation expense in connection with the issuance of the options to the
consultants. We recorded an expense of $21,991, based on the exercise price of
the options of $.005 per share. We understand that the staff believes that the
expense should be the fair market value of the options at the time the options
were issued. Under generally accepted accounting principles, any such additional
compensation expense in connection with the options would result in a
corresponding increase in our paid-in capital. Thus, while the expense would
increase our net loss for 1997, the paid-in capital would be similarly increased
and there would be no change to our total deficit in stockholders' equity as of
the end of 1997.
In 2000, we advised the staff that we wished to cooperate fully and reach
an agreement on an appropriate remedy to resolve this matter. We had determined
to restate our financial statements to address the concerns raised by the staff.
On November 22, 2000, the matter was resolved by the Commission issuing a
cease-and-desist proceeding pursuant to Section 8A of the Securities Act of 1933
and Section 21C of the Securities Exchange Act of 1934. The Commission ordered
us to amend our filings with the Commission to properly reflect our financial
condition and operating results, and as required by Section 13(b)(2) of the
Exchange Act, we have been instructed to make and keep books, record and
accounts which, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets. The Commission further ordered us
to devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that, among other things, transactions are
recorded as necessary to permit the preparation of financial statements in
conformity with generally accepted accounting principles. As of the date of this
Report, we have filed with the Commission applicable amendments to our Form
10-QSB filings for the quarters ended March 31, June 30 and September 30 of 1997
and for the quarters ended March 31, June 30 and September 30 of 1998,
reflecting restated financial statements for those quarters. No civil penalties
were assessed against us relevant to the settlement of this matter.
We have been named as a defendant in several other lawsuits in the normal
course of our business. With the exception of one
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prospective matter described in "Subsequent Events" below, in the opinion of
management after consulting with legal counsel, the liabilities, if any,
resulting from these matters will not have a material effect on our financial
statements.
Subsequent Event
On November 26, 2001, we were served with an amended notice of motion for
summary judgement in lieu of complaint by Doc. J. Thurston, III and Sigmapath
Corporation, who named both our company and Edward Stein, our President, as
defendants. The action, which has been filed in the Supreme Court of the State
of New York, County of Nassau, Index No. 1313/01, prays for judgment in the
amount of $100,000, plus appropriate interest, relating to the Sigmapath note
described above under "Liquidity and Capital Resources." This action remains
pending as of the date of this Amendment.
ITEM 2. CHANGES IN SECURITIES
During the three month period ended September 30, 2001, we issued an
aggregate of 700,000 warrants as follows: two to employees (100,000 warrants
apiece) and one to a consultant (500,000 warrants), each warrant exercisable to
purchase one share of our common stock at an exercise price of $.20 per share.
The warrants have a term of 3 years from the date of issuance. We have granted
the holders of these warrants "piggyback" registration rights for the shares
underlying the warrants.
In July 2001, two holders of our outstanding convertible debentures elected
to convert. They converted an aggregate of $50,000 in principal and $5,514 in
accrued interest, into an aggregate of 1,119,231 shares of our common stock
pursuant to the terms of the applicable debenture.
In July 2001, as discussed above under "Liquidity and Capital Resources,"
the holders of notes in the principal amount of $932,313 agreed to convert this
obligation, including all principal and accrued interest, into shares of our
common stock at a conversion price of approximately $.46 per share. They
received 3,237,468 shares of our common stock, in aggregate.
Subsequent Event
In October 2001, the Company issued 350,000 warrants plus such additional
number of warrants as shall equal 1% of the amount by which the fully diluted
number of common shares outstanding on January 8, 2002, exceeds 35,000,000. The
issuance represents compensation to a consultant under the terms of a consulting
agreement to provide and promote relationships with the Company to include
potential strategic partners, merger or acquisition candidates, customers,
business contacts, employees, agents and
8
consultants. Each warrant is exercisable to purchase one share of our Common
Stock at an exercise price of $0.04 per share. The warrants have a term of 5
years from the date of issuance. We have granted the holder of these warrants
"piggyback" registration rights for the shares underlying the warrants.
In each instance cited above, we relied upon the exemption from
registration provided by Section 4(2), promulgated under the Securities Act of
1933, as amended, to issue the relevant securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits - none
(b) Reports on Form 8-K - None.
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DETOUR MEDIA GROUP, INC.
f/k/a Detour Magazine, Inc.
CONDENSED BALANCE SHEET
September 30, December 30,
ASSETS 2001 2000
------------ ------------
CURRENT ASSETS
Cash $ 45,954 $ 71,598
Accounts receivable 89,339 397,447
Prepaid expenses 21,612 11,598
------------ ------------
Total current assets 156,905 480,643
FURNITURE AND EQUIPMENT, net 28,567 42,753
DEPOSITS AND OTHER ASSETS 35,525 16,125
------------ ------------
$ 220,997 $ 539,521
============ ============
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,878,466 1,957,614
Notes payable 1,563,076 1,559,921
A ccrued interest payable 294,160 145,204
Due to stockholder 2,805,604 2,556,021
Note payable stockholders - 932,313
Interest payable stockholders 1,041,703 1,296,034
Convertible debentures 1,360,000 1,160,000
------------ ------------
Total current liabilities 8,943,009 9,607,107
COMMITMENTS AND CONTINGENCIES - -
DEFICIT IN STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value
10,000,000 shares authorized,
None issued and outstanding - -
Common stock, $0.001 par value,
100,000,000 shares authorized,
35,238,694 and 22,914,769 shares
issued and outstanding in 2001
and 2000, respectively 35,240 22,916
Additional paid-in capital 11,870,149 8,885,165
Accumulated deficit (20,627,401) (17,975,667)
------------ ------------
Total deficit in stockholders' equity (8,722,012) (9,067,586)
------------ ------------
$ 220,997 $ 539,521
============ ============
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DETOUR MEDIA GROUP, INC.
f/k/a Detour Magazine, Inc.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the three months For the nine months
ended September 30, ended September 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenue
Advertising $ 257,600 $ 1,064,304 $ 927,889 $ 2,906,562
Newsstand and subscription, net of returns 2,447 182,359 30,582 379,924
----------- ----------- ----------- -----------
Total revenue 260,047 1,246,663 958,471 3,286,486
----------- ----------- ----------- -----------
Cost and expenses
Cost of sales and other direct expenses 62,474 969,252 631,494 2,237,673
Selling, general and administrative
expenses 489,064 1,524,321 2,217,530 4,278,695
----------- ----------- ----------- -----------
551,538 2,493,573 2,849,024 6,516,368
----------- ----------- ----------- -----------
Loss from operations (291,491) (1,246,910) (1,890,553) (3,229,882)
----------- ----------- ----------- -----------
Other expenses
Interest expense, net 225,050 167,731 761,181 833,628
Asset impairment charge - - - -
Loss on disposal of assets - - - -
----------- ----------- ----------- -----------
Total other expenses 225,050 167,731 761,181 833,628
----------- ----------- ----------- -----------
Net loss before extraordinary item (516,541) (1,414,641) (2,651,734) (4,063,510)
Extraordinary gain on extinguishment of debt - - - 52,309
----------- ----------- ----------- -----------
$ (516,541) $(1,414,641) $(2,651,734) $(4,011,201)
=========== =========== =========== ===========
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DETOUR MEDIA GROUP, INC.
f/k/a Detour Magazine, Inc.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
September 30, September 30,
2001 2000
----------- -----------
Cash flows from operating activities:
Net loss $(2,651,734) $(4,011,201)
Adjustments to reconcile net loss to net cash
used in operating activities:
Extraordinary gain on extinguishment of debt - 52,309
Amortization of debt issuance costs 10,300 -
Depreciation of furniture and equipment 14,186 15,989
Issuance of restricted common stock for
Services 333,873 298,616
Warrants issued for services 197,700 1,029,839
Expense of beneficial conversion feature of the
convertible debentures - 296,437
Increase in bank overdraft - 174,342
Decrease (increase) in accounts receivable 308,108 (440,903)
Increase in prepaid expenses (10,013) (226,747)
Decrease in employee advances - 39,529
Increase in other assets (19,400) -
Decrease (increase) in accounts payable and
accrued expenses (79,148) 180,274
Decrease in unexpired subscriptions - (10,753)
Increase in interest payable, stockholder 299,073 323,317
Increase in accrued interest payable 154,158 37,276
----------- -----------
Net cash used in operating activities (1,442,897) (2,241,676)
----------- -----------
Cash flows from investing activities:
Purchases of furniture and equipment - (15,655)
----------- -----------
Cash flows from financing activities:
Proceeds from short term borrowings 642,370 828,310
Principal repayments of short term borrowings, net (419,632) -
Proceeds from long term borrowings,
net of issuance costs 300,000 -
Principal repayments of long term borrowings, net (50,000) -
Advances from stockholder - (70,979)
Cost of acquiring financing - -
Proceeds from issuance of common stock, net 944,515 1,500,000
----------- -----------
Net cash provided by financing activities 1,417,253 2,257,331
----------- -----------
Net increase (decrease) in cash (25,644) -
Cash (overdraft) at beginning of year 71,598 -
----------- -----------
Cash (overdraft) at end of year $ 45,954 $ -
=========== ===========
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DETOUR MEDIA GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine Month Period Ended September 30, 2001
1. Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-QSB and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation, have been included. Operating results
for any quarter are not necessarily indicative of the results for any other
quarter or for the full year.
2. Basis of Presentation
Business combination
On June 6, 1998, pursuant to the terms of an Agreement and Plan of
Reorganization, Ichi-Bon Investment Corporation ("IBI") acquired all of the
outstanding common stock of Detour, Inc. ("Old Detour") in exchange for
4,500,000 unregistered shares of IBI's common stock. As a result of the
transaction, the former shareholders of Old Detour received shares
representing an aggregate of 90% of IBI's outstanding common stock,
resulting in a change in control of IBI. As a result of the merger, IBI was
the surviving entity and Old Detour ceased to exist. Simultaneously
therewith, IBI amended its articles of incorporation to reflect a change in
IBI's name to "Detour Magazine, Inc." References to the "Company" or
"Detour" refer to Detour Magazine, Inc. together with the predecessor
company, Old Detour.
The acquisition of Old Detour has been accounted for as a reverse
acquisition. Under the accounting rules for a reverse acquisition, Old
Detour is considered the acquiring entity. As a result, historical
financial information for periods prior to the date of the transaction are
those of Old Detour. Under purchase method accounting, balances and results
of operations of Old Detour will be included in the accompanying financial
statements from the date of the transaction, June 6, 1998. The Company
recorded the assets and liabilities (excluding intangibles) at their
historical cost basis which was deemed to be approximate fair market value.
The reverse acquisition is treated as a non-cash transaction except to the
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extent of cash acquired, since all consideration given was in
the form of stock.
Earnings per share
Earnings per share have been computed based on the weighted average number
of common shares outstanding. For the nine month period prior to the
reverse acquisition discussed in the business combination section of Note 2
above, the number of common shares outstanding used in computing earnings
per share is the number of common shares outstanding as a result of such
reverse acquisition (5,000,000 shares).
3. History and Business Activity
Detour was originally incorporated as Ichi-Bon Investment Corporation on
May 18, 1990, under the laws of the State of Colorado. The name was changed
to Detour Magazine, Inc. concurrent with the business combination described
in Note 2. Prior to such business combination, Detour had not engaged in
any operations or generated any revenue.
Old Detour was a publisher of a nationally distributed magazine entitled
"Detour" which is published monthly and contains articles and pictorial
displays on fashion, music and social commentary.
In February 2001, pursuant to the affirmative vote of the holders of a
majority of our common stock, we amended our articles of incorporation,
changing our name to "Detour Media Group, Inc."
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DETOUR MEDIA GROUP, INC.
(Registrant)
Dated: March 19, 2002
By: s/Edward T. Stein
---------------------------------
Edward T. Stein, President
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