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SEC Company Response from RECLAMATION CONSULTING & APPLICATIONS INC (CIK 0001100091) — Mar 23, 2005

RECLAMATION CONSULTING & APPLICATIONS INC (CIK 0001100091)
Date: March 23, 2005 · CIK: 0001100091 · Accession: 0001091818-05-000069

AI Filing Summary & Sentiment

Date
March 23, 2005
Author
Not clearly detected
Form
CORRESP
Company
RECLAMATION CONSULTING & APPLICATIONS INC (CIK 0001100091)

Letter

RCAI [LETTERHEAD] March 23, 2005 Mr. John Cash United States Securities And Exchange Commission Washington, D.C. 200549-0510

Dear Mr. Cash,

Thank you for your letter and comments in regards to our Form 10-KSB for the fiscal year ending June 30, 2004 File No. 0-29881. Below are our comments and or explanations to each of your comments for your review.

10-KSB for the Period Ended June 30, 2004

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

We will be sure to comply in all future filings.

2. Your 1934 Exchange Act filings should use 0-29881 as the commission file number.

We will be sure to comply in all future filings.

3. In reviewing your filings we note situations where information contained in your financial statements did not agree with financial disclosures provided in your management discussion and analysis. Please proofread your filing prior to submission. We will be sure to proofread our filing prior to submission on all future filing.

Trade Secrets, Patents and Trademarks

4. Please disclose the status of your domestic and international patents pending. See Item 101(8) of Regulations S-B.

We have received a Notice of Allowance in regards to our domestic patents and have made application for our international patents. We have sent you via courier a copy of these documents for your review.

<PAGE>1

Raw Materials

5. You indicate that your products require a raw material that is difficult to obtain and is sourced from one supplier. Please disclose the potential impact, if material, of this situation on your future operations and name of the supplier. See Item 101(5) of Regulation S-B.

Since June 30, 2004 we have identified multiple suppliers of this raw material at competitive prices with large inventory. We do not envision any difficulty in obtaining raw materials at reasonable prices in the future, and do not judge raw materian supply a significant risk in our business.

Market for Common Equity and Related Stockholder Matters

6. As indicated in Item 201(a) (iii) of Regulation S-B, you are only required to provide information for each quarter within the last two fiscal years. Please provide information concerning your holders, dividends and securities authorized for issuance under equity compensation plans as required under Item 201 (b), (c) and (d).

We will make sure to provide information only for each quarter within the last two fiscal years in our future filings of Form 10-K.

The following is the information for the holders, dividends and securities authorized for issuance under equity compensation plans:

MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS MARKET FOR COMMON EQUITY

The Company's common stock is traded on the NASD Over-the-Counter Electronic Bulletin Board under the symbol of RCAA. As of June 30, 2004, the Company had 25,616,962 shares of common stock outstanding, with approximately 9,038,141 in the public float and approximately 671 shareholders of record. For the fiscal year ended June 30, 2004, the Company reported revenues of $289,218 and a net loss of $2,272,770.

The following table sets forth in United States dollars the high and low bid and ask quotations for the Company's common stock for each quarter within the last two fiscal years. Such bid and ask quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and do not necessarily represent actual transactions. The source of the following information is the NASD Over-the-Counter Electronic Bulletin Board. The Company's Common Stock trades over-the-counter on the Bulletin Board under the trading symbol "RCAA". The closing sales price as of Jun 30, 2004, was $0.38 per share.

<PAGE>2

Set forth below is the high and low bid information for the Company's Common Stock for each full quarterly period within the four most recent fiscal years.

High Low High Low Period Bid Bid Ask Ask --------------------- ----- ----- ----- ----- 4th Quarter 2003/2004 0.50 0.33 0.55 0.39 3rd Quarter 2003/2004 0.73 0.44 0.77 0.47 2nd Quarter 2003/2004 0.82 0.60 0.85 0.62 1st Quarter 2003/2004 0.83 0.44 0.85 0.53

4th Quarter 2002/2003 0.80 0.30 0.85 0.35 3rd Quarter 2002/2003 0.36 0.13 0.45 0.19 2nd Quarter 2002/2003 0.40 0.12 0.50 0.17 1st Quarter 2002/2003 0.38 0.20 0.45 0.27

4th Quarter 2001/2002 0.30 0.22 0.49 0.35 3rd Quarter 2001/2002 0.55 0.28 0.83 0.55 2nd Quarter 2001/2002 0.42 0.36 0.55 0.43 1st Quarter 2001/2002 0.51 0.37 0.63 0.52

4th Quarter 2000/2001 1.03 0.50 1.56 1.06 3rd Quarter 2000/2001 1.4375 0.75 1.5625 1.00 2nd Quarter 2000/2001 0.58 0.27 0.79 0.35 1st Quarter 2000/2001 0.80 0.51 1.00 0.75

MARKET

The Company's securities are currently quoted on the Nation Association of Securities Dealers, Inc.'s NASDAQ Over-the-Counter Bulletin Board: RCAA.

SECURITY HOLDERS

As of June 30,2004,the Company had approximately 671 common stock holders.

DIVIDENDS

There have been no cash dividends declared or paid since the inception of the Company.

<PAGE>3

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue 75,000,000 shares of capital stock, $.01 par value per share. As of June 30, 2004, 25,616,962 shares of Common Stock were outstanding and held of record by approximately 671 persons.

Computerhsare, 350 Indiana Street ; Golden, Colorado 80401, acts as transfer agent and registrar for the Company's common stock.

Liquidity and Capital Resources

7. Provide a more detailed description of activities that provide or use cash in operating, investing and financing activities. In the discussion of operating cash flows, address each impact of and reasons for changes in working capital components. Refer to SEC Release 33-8350 dated December 19, 2003.

During the period, the cash and cash equivalents of the Company increased by $743. The Company generated cash of $1,836,299 from the financing activities out of which $1,796,433 was generated from the sale of stock. The Company used $ 1,948 for the purchase of equipment reflected on the cash outflow from the investing activities. The Company used $ 1,833,607 of cash in the operating activities.

The accounts receivable increased by $ 224,967 during the year as compared to decrease in the prior in the amount of $ 34,185. The increase in accounts receivable is due to sales made to NAS on which monies have not been collected until the end of the year.

The notes receivable increased by $ 714,148 during the year. The notes receivable comprises of amounts due from North American Systems Inc.(NAS), the sole United States distributor of the Company's line of Alderox(tm) products, working in Salt Lake City (SLC) under a revolving loan agreement. The receivable is for the sale of all the assets of the Company in SLC as well as other amounts transferred to the distributor at various times during the period according to the agreement with NAS and is secured by assets of NAS. Part of the agreement with NAS requires that the Company will provide loans to NAS to be used towards meeting the working capital requirements until such time when NAS is able to start paying the amount owed to the Company through sale of the Company's line of Alderox(tm) products. The receivable bears interest at the rate of 10% per annum. The agreement terminates October 14, 2005. As of June 30, 2004, the Company has recorded an allowance for doubtful debts of $270,000 against the notes receivable.

8. Please tell us disclose more information about the operating letter of credit you have secured with Canvasback Company Limited. Your subsequent quarterly filings do not provide information concerning this financing source.

On March 26, 2002, the Company consummated an Agreement with Canvasback, whereby the Company issued 1.875M shares of it's common stock options to acquire additional shares of the Company's common stock at an exercise price of $0.40 per share, exercisable on or before March 25, 2007, in exchange for Canvasback's cancellation of a total of $750,000 in principle and secured interest owed by the Company to Canvasback as a result of the Company's draw downs of cash under the Canvasback letter of credit.

<PAGE>4

Statements of Stockholders' Deficit

9. Please tell us what authoritative accounting literature on which you based the recording of transactions in the "Stock to be issued" section of the statement.

Shares to be issued:

The Company received services during the period from an independent contractor and agreed to issue shares for the services received. The value of services amounted to $ 5,000. The average market price of stock on the date of service was $ 0.50. The Company agreed to issue 10,000 shares, booked the expense and credited the amount to shares to be issued since the shares were not issued until the end of the period. The shares were not printed until the end of the period. Therefore stock transfer agent report does not report that amount of shares. Shares to be issued is part of equity and similar to share capital except that the physical delivery of shares has not taken place through the end of the balance sheet.

Statement of Operations

10. Please tell us the expense categories and related amounts comprising your total operating expenses for 2004.

The total operating expenses amounts to $ 2,044,600.

Following is the breakdown of the expenses:

Bad Debt Expense $ 270,000 Legal & Professional fees 353,100 Consulting Expenses 594,847 Salaries and payroll taxes 408,748 Litigation expense 128,000 Other operating expenses 289,905

Note 5 - Property and Equipment

11. Please tell us more about your equipment sale to North American Systems during fiscal 2004 and then subsequent agreement to acquire 100% ownership in the machinery, operating systems and manuals. Tell us how these transactions were accounted for and if North American Systems is a related party.

During the period ended September 30, 2003, the Company appointed North American Systems, Inc. (NAS) as the sole United States distributor of Company's Alderox(tm) line of products. On August 1, 2003 the Company entered into an agreement to sell all the assets "including equipment" in Salt Lake City to NAS. The assets to be sold have a carrying value of $111,834. This transaction can not be consummated until an audit of NAS has been completed.

NAS is not a related party to RCAI.

Note 10 - Major Customers and Concentration of Credit Risk

<PAGE>5

12. You indicate that 2004 sales to two major customers was $321,239; however, net revenue per your statement of operations was $289,218. Please tell us how sales to these two customers are greater than total net revenue per your statement of operations. Please tell us what payment terms you have offered to these major customers. We note that your entire receivable balance is owed by North American Systems, Inc. Please tell us what portion of this receivable balance is represented by product sales.

There has been a typing error on the Form 10-K for amount represented for major customers. The total sales to two major customer was $ 283,635 (and not $ 321,239)..

All the receivable balance is represented by product sales.

Note 12 - Stockholder Equity

13. Please disclose the weighted-average grant-date fair market value of options granted during 2004 and 2003. If the exercise prices of the options differ from the market price of the stock on the grant date, weighted-average exercise prices and weighted-average fair values of options should be disclosed separately for options whose exercise price (1) equals, (2) exceeds, or (3) is less than the market price of the stock on the grant date. Refer to paragraph 47(b) of SFAS 123.

For the year ending June 30, 2003, the weighted average grant date exercise price was $0.40 and the weighted average grant date fair value of all options granted was $0.41. The exercise price of all options granted during the year equaled their market value.

For the year ending June 30, 2004, the weighted average grant date fair value of options granted was $0.21. The weighted average exercise price of the option was $ 0.56 whereas the market price of the stock at the grant date was $ 0.77.

Note 14 - Litigation

14. Please tell us how you accounted for the exchange of 200,000 shares of your common stock relating to the settlement of the lawsuit brought by two of your former employees.

The Company settled a lawsuit with two former employees during the year ended June 30, 2004. As of March 30, 2005 all of the 200,000 shares previously held by these past employees will have all been returned to the Company and be held as un-issued treasury shares.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

<PAGE>6

15. Please include all items required by Item 403 of Regulations S-B, including percent of class.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the common stock (including common stock acquirable within 60 days pursuant to options, warrants, conversion privileges or other rights) of the company as of June 30, 2004 (i) by each of the Company's directors and executive officers, (ii) all executive officers and directors as a group, and (iii) all persons known by the Company to own beneficially more than 5% of the common stock. All persons listed have sole voting and investment power over the indicated shares unless otherwise indicated. Name

Shares Percent%

Michael Davies 2,025,807 .0790% Gordon Davies 2,017,400 .0787% Kurt Baum 3,859,341 .1506% Canvasback Company Limited 4,003,924 .1562% --------- ------- All Officers and Directors 11,906,472 .4647% As a Group ========== =======

Controls and Procedures

16. Please provide the information required by Items 307 and 308(d) of Regulation S-B.

Regarding Item 307 and 308: Applicant will add the following language to its Form 10KSB Annual Report commencing with its next filing of this form:

"Controls and Procedures"

(a) Within 90 Days prior to the filing date of this report, with the participation of the Company's management, the Company's President and Chief Financial Officer, the persons responsible for establishing and maintaining adequate internal control over financial reporting for the Company, evaluated the effectiveness of the Company's disclosure controls and procedures in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in reports that it files under the Exchange Act is properly recorded, processed, summarized and reported within the time period specified in the Commission's rules and procedures. No material weakness was found in the Company's internal control over financial reporting.

(b) There were no signi

Show Raw Text
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<TEXT>

                                      RCAI
                                  [LETTERHEAD]

March 23, 2005

Mr. John Cash
United States Securities And Exchange Commission
Washington, D.C. 200549-0510

Dear Mr. Cash,

Thank you for your letter and comments in regards to our Form 10-KSB for the
fiscal year ending June 30, 2004 File No. 0-29881.  Below are our comments and
or explanations to each of your comments for your review.

                   10-KSB for the Period Ended June 30, 2004

General

1.  Where a comment below requests additional disclosures or other revisions
to be made, please show us in your supplemental response what the revisions will
look like.  These revisions should be included in your future filings.

 We will be sure to comply in all future filings.

2.  Your 1934 Exchange Act filings should use 0-29881 as the commission file
number.

 We will be sure to comply in all future filings.

3.  In reviewing your filings we note situations where information contained
 in your financial statements did not agree with financial disclosures provided
 in your management discussion and analysis.  Please proofread your filing prior
 to submission. We will be sure to proofread our filing prior to submission on
 all future filing.

Trade Secrets, Patents and Trademarks

4.  Please disclose the status of your domestic and international patents
pending. See Item 101(8) of Regulations S-B.

We have received a Notice of Allowance in regards to our domestic
patents and have made application for our international patents.
We  have sent you via courier a copy of these documents for your review.

<PAGE>1

Raw Materials

5.  You indicate that your products require a raw material that is difficult
to obtain and is sourced from one supplier.  Please disclose the potential
impact, if material, of this situation on your future operations and name of the
supplier.  See Item 101(5) of Regulation S-B.

 Since June 30, 2004 we have identified multiple suppliers of this raw material
 at competitive prices with large inventory.  We do not envision any difficulty
 in obtaining raw materials at reasonable prices in the future, and do not judge
 raw materian supply a significant risk in our business.

Market for Common Equity and Related Stockholder Matters

6.  As indicated in Item 201(a) (iii) of Regulation S-B, you are only
required to provide information for each quarter within the last two fiscal
years.  Please provide information concerning your holders, dividends and
securities authorized for issuance under equity compensation plans as required
under Item 201 (b), (c) and (d).

We will make sure to provide information only for each quarter within the last
two fiscal years in our future filings of Form 10-K.

The following is the information for the holders, dividends and securities
authorized for issuance under equity compensation plans:

MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS MARKET FOR COMMON EQUITY

The Company's  common  stock  is traded on the NASD Over-the-Counter Electronic
Bulletin  Board  under the symbol of RCAA. As of June 30, 2004, the Company had
25,616,962 shares of common stock outstanding, with approximately 9,038,141 in
the public float and approximately 671 shareholders of record. For the fiscal
year ended June 30, 2004, the Company reported revenues of $289,218 and a net
loss of $2,272,770.

The following table sets forth in United States dollars the high and low bid and
ask quotations for the Company's common stock for each quarter within the last
two fiscal years.  Such bid and ask quotations reflect inter-dealer prices,
without retail mark-up, mark-down or  commissions, and do not necessarily
represent actual transactions. The source of the following information is the
NASD Over-the-Counter Electronic Bulletin Board. The Company's Common Stock
trades over-the-counter on the Bulletin Board under the trading symbol "RCAA".
The closing sales price as of Jun 30, 2004, was $0.38 per share.

<PAGE>2

Set forth below is the high and low bid information for the Company's Common
Stock for each full quarterly period within the four most recent fiscal years.

                        High    Low     High    Low
Period                  Bid     Bid     Ask     Ask
---------------------  -----   -----   -----   -----
4th Quarter 2003/2004   0.50    0.33    0.55    0.39
3rd Quarter 2003/2004   0.73    0.44    0.77    0.47
2nd Quarter 2003/2004   0.82    0.60    0.85    0.62
1st Quarter 2003/2004   0.83    0.44    0.85    0.53

4th Quarter 2002/2003   0.80    0.30    0.85    0.35
3rd Quarter 2002/2003   0.36    0.13    0.45    0.19
2nd Quarter 2002/2003   0.40    0.12    0.50    0.17
1st Quarter 2002/2003   0.38    0.20    0.45    0.27

4th Quarter 2001/2002   0.30    0.22    0.49    0.35
3rd Quarter 2001/2002   0.55    0.28    0.83    0.55
2nd Quarter 2001/2002   0.42    0.36    0.55    0.43
1st Quarter 2001/2002   0.51    0.37    0.63    0.52

4th Quarter 2000/2001   1.03    0.50    1.56    1.06
3rd Quarter 2000/2001   1.4375  0.75    1.5625  1.00
2nd Quarter 2000/2001   0.58    0.27    0.79    0.35
1st Quarter 2000/2001   0.80    0.51    1.00    0.75

MARKET

The  Company's  securities  are  currently  quoted  on the Nation Association of
Securities  Dealers, Inc.'s NASDAQ Over-the-Counter Bulletin Board:  RCAA.

SECURITY  HOLDERS

As  of  June  30,2004,the  Company had approximately 671 common stock holders.

DIVIDENDS

There have  been no cash dividends declared or paid since the inception of the
Company.

<PAGE>3

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue 75,000,000 shares of capital stock, $.01 par
value per share. As of June 30, 2004, 25,616,962 shares of Common Stock were
outstanding and held of record by approximately 671 persons.

Computerhsare, 350 Indiana Street ; Golden, Colorado 80401,  acts  as  transfer
agent  and  registrar  for  the Company's common stock.

Liquidity and Capital Resources

7.  Provide a more detailed description of activities that provide or use
cash in operating, investing and financing activities.  In the discussion of
operating cash flows, address each impact of and reasons for changes in working
capital components.  Refer to SEC Release 33-8350 dated December 19, 2003.

During the period, the cash and cash equivalents of the
Company increased by $743.  The Company generated cash of $1,836,299
from the financing activities out of which  $1,796,433 was generated from
the sale of stock.  The Company used $ 1,948  for the purchase of
equipment reflected on the cash outflow from the investing activities.
The Company used $ 1,833,607 of cash  in the operating activities.

The accounts receivable increased by $ 224,967 during the year as compared to
decrease in the prior in the amount of $ 34,185. The increase in accounts
receivable is due to sales made to NAS on which monies have not been collected
until the end of the year.

The notes receivable increased by $ 714,148 during the year. The notes
receivable comprises of amounts due from North American Systems Inc.(NAS), the
sole United States distributor of the Company's line of Alderox(tm) products,
working in Salt Lake City (SLC) under a revolving loan agreement. The receivable
is for the sale of all the assets of the Company in SLC as well as other amounts
transferred to the distributor at various times during the period according to
the agreement with NAS and is secured by assets of NAS. Part of the agreement
with NAS requires that the Company will provide loans to NAS to be used towards
meeting the working capital requirements until such time when NAS is able to
start paying the amount owed to the Company through sale of the Company's line
of Alderox(tm) products. The receivable bears interest at the rate of 10% per
annum. The agreement terminates October 14, 2005.  As of June 30, 2004, the
Company has recorded an allowance for doubtful debts of $270,000 against the
notes receivable.

8.  Please tell us disclose more information about the operating letter of
credit you have secured with Canvasback Company Limited.  Your subsequent
quarterly filings do not provide information concerning this financing source.

On March 26, 2002, the Company consummated an Agreement with Canvasback, whereby
the Company issued 1.875M shares of it's common stock options to acquire
additional shares of the Company's common stock at an exercise price of $0.40
per share, exercisable on or before March 25, 2007, in exchange for Canvasback's
cancellation of a total of $750,000 in principle and secured interest owed by
the Company to Canvasback as a result of the Company's draw downs of cash under
the Canvasback letter of credit.

<PAGE>4

Statements of Stockholders' Deficit

9.  Please tell us what authoritative accounting literature on which you
based the recording of transactions in the "Stock to be issued" section of the
statement.

 Shares to be issued:

The Company received services during the period from an independent contractor
and agreed to issue shares for the services received. The value of services
amounted to $ 5,000. The average market price of stock on the date   of
service was $ 0.50. The Company agreed to issue 10,000 shares, booked the
expense and credited the amount to shares to be issued since the shares were not
issued until the end of the period. The shares were not printed until the end of
the period. Therefore stock transfer agent report does not report that amount of
shares. Shares to be issued is part of equity and similar to share capital
except that the physical delivery of shares has not taken place through the end
of the balance sheet.

Statement of Operations

10.  Please tell us the expense categories and related amounts comprising
your total operating expenses for 2004.

  The total operating expenses amounts to $ 2,044,600.

  Following is the breakdown of the expenses:

  Bad Debt Expense                 $ 270,000
  Legal & Professional fees          353,100
  Consulting Expenses                594,847
  Salaries and payroll taxes         408,748
  Litigation expense                 128,000
  Other operating expenses           289,905

Note 5 - Property and Equipment

11.  Please tell us more about your equipment sale to North American Systems
during fiscal 2004 and then subsequent agreement to acquire 100% ownership in
the machinery, operating systems and manuals.  Tell us how these transactions
were accounted for and if North American Systems is a related party.

During the period ended September 30, 2003, the Company appointed North American
Systems, Inc. (NAS) as the sole United States distributor of Company's
Alderox(tm) line of products. On August 1, 2003 the Company entered into an
agreement to sell all the assets "including equipment" in Salt Lake City to NAS.
The assets to be sold have a carrying value of $111,834.  This transaction can
not be consummated until an audit of NAS has been completed.

NAS is not a related party to RCAI.

Note 10 - Major Customers and Concentration of Credit Risk

<PAGE>5

12. You indicate that 2004 sales to two major customers was $321,239; however,
net revenue per your statement of operations was $289,218.  Please tell us how
sales to these two customers are greater than total net revenue per your
statement of operations.  Please tell us what payment terms you have offered to
these major customers.  We note that your entire receivable balance is owed by
North American Systems, Inc.  Please tell us what portion of this receivable
balance is represented by product sales.

There has been a typing error on the Form 10-K for amount   represented for
major customers. The total sales to two major   customer was $ 283,635 (and not
$ 321,239)..

All the receivable balance is represented by product sales.

Note 12 - Stockholder Equity

13.  Please disclose the weighted-average grant-date fair market value of
options granted during 2004 and 2003.  If the exercise prices of the options
differ from the market price of the stock on the grant date, weighted-average
exercise prices and weighted-average fair values of options should be disclosed
separately for options whose exercise price (1) equals, (2) exceeds, or (3) is
less than the market price of the stock on the grant date.   Refer to paragraph
47(b) of SFAS 123.

For the year ending June 30, 2003, the weighted average grant date exercise
price was $0.40 and the weighted average grant date fair value of all options
granted was $0.41. The exercise price of all options granted during the year
equaled their market value.

For the year ending June 30, 2004, the weighted average grant date fair value of
options granted was $0.21. The weighted average exercise price of the option was
$ 0.56 whereas the market price of the stock at the grant date was $ 0.77.

Note 14 - Litigation

14.  Please tell us how you accounted for the exchange of 200,000 shares of your
common stock relating to the settlement of the lawsuit brought by two of your
former employees.

The Company settled a lawsuit with two former employees during the year ended
June 30, 2004.  As of March 30, 2005 all of the 200,000 shares previously held
by these past employees will have all been returned to the Company and be held
as un-issued treasury shares.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

<PAGE>6

15.  Please include all items required by Item 403 of Regulations S-B, including
percent of class.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the common stock (including common stock acquirable within 60 days
pursuant to options, warrants, conversion privileges or other rights) of the
company as of June 30, 2004 (i) by each of the Company's directors and executive
officers, (ii) all executive officers and directors as a group, and (iii) all
persons known by the Company to own beneficially more than 5% of the common
stock.  All persons listed have sole voting and investment power over the
indicated shares unless otherwise indicated. Name

                                         Shares    Percent%

Michael Davies                           2,025,807  .0790%
Gordon Davies                            2,017,400  .0787%
Kurt Baum                                3,859,341  .1506%
Canvasback Company Limited               4,003,924  .1562%
                                         ---------      -------
All Officers and Directors               11,906,472     .4647%
As a Group                               ==========     =======

Controls and Procedures

16.  Please provide the information required by Items 307 and 308(d) of
Regulation S-B.

Regarding Item 307 and 308:  Applicant will add the following language to its
Form 10KSB Annual Report commencing with its next filing of this form:

"Controls and Procedures"

(a)  Within 90 Days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Financial Officer, the persons responsible for establishing and maintaining
adequate internal control over financial reporting for the Company, evaluated
the effectiveness of the Company's disclosure controls and procedures in
accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act").  Based upon that evaluation, the President and Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in providing reasonable assurance that
information required to be disclosed by the Company in reports that it files
under the Exchange Act is properly recorded, processed, summarized and reported
within the time period specified in the Commission's rules and procedures.  No
material weakness was found in the Company's internal control over financial
reporting.

(b)  There were no signi