UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2O549
FORM 10-QSB
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2004 or
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
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BAY RESOURCES LTD.
(Exact name of Registrant as specified in its charter)
DELAWARE 98-0079697
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(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
LEVEL 8, 580 ST. KILDA ROAD, MELBOURNE, VICTORIA, 3004 AUSTRALIA
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0LL (613) 8532 2860
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Indicate by check mark whether the Registrant (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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes___________
No____________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 16,711,630
outstanding shares of Common Stock as of September 30, 2004.
Transitional Small Business Disclosure Format (Check one) Yes ___ No _X_
TABLE OF CONTENTS
PAGE NO
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management's Discussion and Analysis or Plan of Operations 9
Item 3 Controls and Procedures 12
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
Exh. 31.1 Certification 16
Exh. 31.2 Certification 18
Exh. 32.1 Certification 20
Exh. 32.2 Certification 21
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included herein have been prepared by Bay
Resources Ltd. ("Bay Resources" or the "Company") without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (The
"Commission"). Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These interim financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the year
ended June 30, 2004.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments and consolidating entries, necessary to present fairly the financial
position of the Company and subsidiaries as of September 30, 2004, the results
of its operations for the three month periods ended September 30, 2004 and
September 30, 2003, and the changes in its cash flows for the three month
periods ended September 30, 2004 and September 30, 2003, have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN AUSTRALIAN
DOLLARS.
2
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet
September 30, 2004
(Unaudited)
A$000's
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ASSETS
Current Assets:
Cash 167
Receivables 133
Prepayments and Deposits 203
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Total Current Assets 503
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Non Current Assets:
Property and Equipment, net 24
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Total Non Current Assets 24
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Total Assets 527
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses 932
Accounts Payable - Affiliate 52
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Total Current Liabilities 984
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Total Liabilities 984
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Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorized,
16,714,130 issued and outstanding 2
Less Treasury Stock at Cost, 2,500 shares (20)
Additional Paid-in-Capital 29,700
Other Comprehensive Loss (15)
Retained (Deficit) (30,124)
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Total Stockholders' Equity (Deficit) (457)
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Total Liabilities and Stockholders' Equity (Deficit) 527
=========
The accompanying notes are an integral part of these
consolidated financial statements.
3
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Operations
Three Months Ended September 30 2004,
and September 30, 2003
(Unaudited)
2004 2003
A$000's A$000's
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Revenues: $ -- $ --
-------- --------
Costs and Expenses:
Exploration Expenditure 1,056 9
Interest Expense 3 40
Legal, Accounting & Professional 39 10
Administrative 220 65
1,318 124
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Loss from Operations (1,318) (124)
Income (Loss) before Income Tax (1,318) (124)
Provision for Income Tax -- --
-------- --------
Net Income (Loss) (1,318) (124)
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(Loss) Per Common Equivalent Share (0.79) (0.02)
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Weighted Number of Common
Equivalent Shares Outstanding (in thousands) 16,714 6,345
-------- --------
The accompanying notes are an integral part of these
consolidated financial statements
4
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2004 and 2003
(Unaudited)
2004 2003
A$000's A$000's
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(1,318) $ (124)
Adjustments
Foreign Currency Exchange Gain (1) --
Depreciation of Plant and Equipment 2 --
Accrued interest added to principal 2 40
Net Change in:
Receivables (46) 1
Prepayments and Deposits 38 --
Accounts Payable and Accrued Liabilities 432 (14)
Accounts Payable - Affiliate (54) 9
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Net Cash Provided (Used) in Operating Activities (945) (88)
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CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Plant and Equipment (6) --
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Net Cash (Used) in Investing Activities (6) --
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CASH FLOW FROM FINANCING ACTIVITIES
Net Borrowings from Affiliates -- 88
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Net Cash Provided in Financing Activities -- 88
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Net (Decrease) in Cash (951) --
Cash at Beginning of Period 1,118 1
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Cash at End of Period 167 1
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The accompanying notes are an integral part of these
consolidated financial statements
5
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2004
(1) ORGANISATION
Bay Resources Ltd. (Bay Resources) is incorporated in the State of Delaware. The
principal shareholder of Bay Resources is Edensor Nominees Proprietary Limited
(Edensor), an Australian corporation. Edensor owned 48.2% of Bay Resources as of
September 30, 2004. During fiscal 1998, Bay Resources incorporated a further
subsidiary, Baynex.com Pty Ltd (formerly Bayou Australia Pty Ltd), under the
laws of Australia. Baynex.com Pty Ltd has not traded since incorporation. On
August 21, 2000, Bay Resources incorporated a new wholly owned subsidiary, Bay
Resources (Asia) Pty Ltd (formerly Bayou International Pty Ltd), a corporation
incorporated under the laws of Australia. In June 2002, the Company incorporated
a new wholly owned subsidiary, Golden Bull Resources Corporation, formerly
4075251 Canada Inc, a corporation incorporated under the laws of Canada. Golden
Bull Resources Corporation is undertaking exploration activities for gold in
Canada.
(2) AFFILIATE TRANSACTIONS
Bay Resources advances to and receives advances from various
affiliates. All advances between consolidated affiliates are eliminated on
consolidation.
Included in accounts payable and accrued liabilities at September 30,
2004 was A$51,883 due to AXIS Consultants, an affiliated management company.
During the three months ending September 30, 2004 and 2003, Bay Resources paid
management fees to this affiliated management company in the amounts A$30,000
and A$30,000, respectively, and reimbursed AXIS Consultants A$72,000 and
A$22,000 for direct costs, including salaries, incurred on behalf of the
Company, respectively. At September 30, 2004 and 2003, the Company owed AXIS
Consultants A$51,883 and A$546,846, respectively, for services provided in
accordance with the Service Agreement. During the three months ending September
30, 2004 and 2003, AXIS Consultants charged interest of A$1,598 and A$12,736,
respectively, on outstanding balances. These entities are affiliated through
common management and ownership.
Chevas Pty Ltd, a company associated with the President of the Company, Joseph
Gutnick, provided loan funds to enable the Company to meet its liabilities and
has paid certain expenses on behalf of the Company. At June 30 2003, the Company
owed Chevas A$1,239,315 during the three months ending September 30, 2003,
Chevas loaned a further A$40,209 and charged A$27,307 in interest to the Company
on the loan account. At September 30, 2003 the Company owed Chevas A$1,306,831.
The amount owed to Chevas was repaid in full in March 2004. At September 30,
2004 there are no amounts owing to Chevas.
At June 30, 2003, the Company owed Tahera A$1,361. During the three months
ending September 30, 2003 Tahera incurred further exploration and administration
costs in Canada on behalf of the Company amounting to A$9,130. During the three
months ending September 30, 2003 , Tahera did not charge the Company interest on
amounts outstanding. At September 30, 2003, the Company owed Tahera $10,491. Mr.
JI Gutnick, the President of the Company, ceased to be the President and
Chairman of Tahera in October 2003 and the Company's principal stockholder,
Edensor Nominees Pty Ltd., of which Mr. Gutnick is a director and shareholder,
ceased to be a major stockholder of Tahera in October 2003.
6
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2004
(3) AFFILIATE TRANSACTIONS (CONT'D)
During the year ended June 30, 2003, Mr JI Gutnick paid certain amounts owing to
Tahera on behalf of the Company and at September 30, 2003, the amount of $47,000
was owing to Mr Gutnick. This amount was repaid in March 2004.
Quantum Resources Limited ("QUR"), a company associated with the President of
the Company, Mr J I Gutnick, incurred certain costs on behalf of the Company
amounting to A$43,941 in respect to the Company's activities in Tibet China as a
result of QUR's contacts in China. This amount remained outstanding and is
included in accounts payable and accrued expenses at September 30, 2003. The
amount was repaid in March 2004.
Kerisridge Pty Ltd, a company associated with the President of the Company, Mr J
I Gutnick, loaned us A$2,273,186 in March 2004 for the purpose of repaying our
long term debt. On March 31, 2004, Kerisridge agreed to convert all of the debt
owed to them into common stock and warrants of the Company. The Company issued
1,753,984 shares of common stock and 1,753,984 warrants exercisable at US$1.30
and at any time up to March 31, 2006 in full repayment of the $2,273,186 owing
to Kerisridge.
On February 19, 2004 Edensor Nominees Pty Ltd ("Edensor") advised the Company
that it was exercising the 6,000,000 options for common stock of the Company it
held utilizing the cashless exercise feature of the terms and conditions of the
issue of the options. The Company issued 5,142,857 shares of common stock to
Edensor on March 3, 2004 as a result of the exercise of the options.
Interest expense incurred on loans and advances due to affiliated entities
approximated A$3,000 and A$40,000 in the quarters ended September 30, 2004 and
2003, respectively.
(4) GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bay Resources as a going concern. Bay Resources has sustained
recurring losses and has a net working capital deficiency which raises
substantial doubts as to its ability to continue as going concerns. However,Bay
Resources anticipates that it will be able to defer repayment of obligations
until it has sufficient liquidity to enable these loans to be repaid or other
arrangements to be put in place. In addition Bay Resources has historically
relied on loans and advances from corporations affiliated with the President of
Bay Resources. Based on discussions with these affiliate companies, Bay
Resources believes this source of funding will continue to be available. Other
than the arrangements noted above, Bay Resources has not confirmed any other
arrangement for ongoing funding. As a result Bay Resources may be required to
raise funds by additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year.
7
BAY RESOURCES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
September 30, 2004
(5) INCOME TAXES
Bay Resources should have carry forward losses of approximately US$20.5 million
as of June 30, 2004 which will expire in the years 2005 through 2023. Bay
Resources will need to file tax returns for those years having losses on which
returns have not been filed to establish the tax benefits of the net operating
loss carry forwards. Due to the uncertainty of the availability and future
utilization of those operating loss carry forwards, management has provided a
full valuation against the related tax benefit.
(6) CONTINGENT LIABILITIES
The Company has received an invoice from a corporation that conducted the
pegging of the claims in Canada on behalf of the Company. A number of claims
that were pegged were not ultimately issued to the Company due to a number of
errors by the pegging Company. The Company had advised the pegging company that
it does not believe any further payments are due to the pegging company as a
result of the economic loss incurred by Bay Resources. The Company believes that
if it is unsuccessful in defending any claim that is brought against it, the
maximum potential liability is CDN$59,000. No accrued liability has been
recorded in the accompanying financial statement pending the ultimate
disposition of this matter.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FUND COSTS CONVERSION
The consolidated statements of operations and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar and Canadian dollar during the periods indicated:
3 months ended September 30, 2003 A$1.00 = US$.6802
3 months ended September 30, 2004 A$1.00 = US$.7168
3 months ended September 30, 2003 A$1.00 = CDN$.9103
3 months ended September 30, 2004 A$1.00 = CDN$.9172
RESULTS OF OPERATION
THREE MONTHS ENDED SEPTEMBER 30, 2004 VS. THREE MONTHS ENDED SEPTEMBER 30 2003.
Costs and expenses increased from A$124,000 in the three months September 30,
2003 to A$1,318,000 in the three months ended September 30, 2004. The Company's
financial statements are prepared in Australian dollars (A$). Since September
30, 2003 the A$ compared to the United States dollar (US$) has appreciated by
5.4%. A number of the costs and expenses of the Company are incurred in US$ and
the conversion of these costs to A$ means that the comparison of September 2004
to 2003 does not always present a true comparison. The increase in expenses is a
net result of:
a) a decrease in interest expense from A$40,000 for the three months
ended September 30, 2003 to A$3,000 for the three months ended
September 30, 2004 as all long term debt was converted into equity in
March 2004 and the Company raised funds through the issue of shares
and warrants in March 2004 to fund the Company's operations. During
the 2003 quarter, the interest rate of 8.60% was charged on
outstanding amounts by Chevas which did not change. Chevas is a
company associated with Mr. J.I. Gutnick, our President, which
provided funding for the Company's operations during the prior year.
AXIS provides management and geological services to the Company
pursuant to a Service Deed dated November 25, 1988. AXIS charged
interest at a rate between 10.10% and 10.60% for fiscal 2004 compared
to 9.60% and 10.10% for fiscal 2003.
b) an increase in legal, accounting and professional expense from
A$10,000 for the three months ended September 30, 2003 to A$39,000 for
the three months ended September 30, 2004 as a result of the increase
in accounting fees in the three months ending September 30, 2004
compared to the three months ending September 30, 2003 and a quarterly
accrual for the annual audit; an annual fee for the maintenance of
records by the external share registrar to do with the reverse stock
split that occurred in 1999 and an increase in legal fees in relation
to discussions with external financiers and the preparation of a Form
SB-2 to register securities issued during a private placement in March
2004.
c) an increase in administrative costs including salaries from A$65,000
in the three months ended September 30, 2003 to A$220,000 in the three
months ended September 30, 2004 as a result of the costs of engaging a
consultant to undertake business development and investor relations
work for the Company and associated business expenses of A$50,000; the
costs of negotiation with external funding sources of A$7,000; amounts
charged by Canaccord to cover due diligence and other costs prior to
Canaccord agreeing to act as sponsor for the Company's Toronto Venture
Exchange ("TSX-V") listing in Canada of A$39,000; an increase in
direct costs, including salaries, charged to the Company by AXIS
Consultants as a result of the increase in activity of the Company of
A$50,000; and a quarterly allocation of the insurance costs for Canada
to cover the exploration programme of A$11,000. Other than the direct
costs charged by AXIS Consultants, there was no comparable cost in the
prior comparable quarter.
9
d) an increase in the exploration expenditure expense from $9,000 for the
three months ended September 30, 2003 to $1,056,000 for the three
months ended September 30, 2004. In March 2004, we appointed a Vice
President Exploration in Canada and commenced the exploration program
on the Committee Bay Properties. These properties are in Nunavet in an
isolated area and exploration can only be undertaken between June and
August each year due to ground conditions. Exploration is costly as we
were required to hire and construct a temporary camp which also had to
be transported by charter flight. All supplies and temporary employees
also needed to be transported to the temporary camp by charter flights
and/or helicopter. The properties are located approximately 100
kilometers from the camp and employees are transported by helicopter
daily from camp to the exploration site. For the 3 months ended
September 2003, exploration in Canada related to monitoring the
staking of claims in the Committee Bay Greenstone Belt at a cost of
A$9,000.
As a result of the foregoing, the loss from operations increased from A$124,000
for the three months ended September 30, 2003 to A$1,318,000 for the three
months ended September 30, 2004.
The net loss was A$1,318,000 for the three months ended September 30, 2004
compared to a net loss of A$124,000 for the thee months ended September 30,
2003.
LIQUIDITY AND CAPITAL RESOURCES
For the September quarter of 2004, net cash used in operating activities was
A$945,000 primarily consisting of the net loss for the quarter of A$1,318,000;
increases in accounts payable and accrued expenses of A$432,000; a reduction of
prepayments and deposits of A$38,000; a decrease in accounts payable -
affiliates of A$54,000 and an increase in receivables of A$46,000. Net cash used
in investing activities consisted of a A$6,000 purchase of plant and equipment.
As of September 30, 2004 the Company had short-term obligations of A$984,000
comprising accounts payable, accrued expenses and a short term loan from an
affiliate.
We have A$167,000 in cash at September 30, 2004. We are investigating the
possibility of raising cash flow through money in Canada for exploration
purposes.
We have been preparing a listing application for the dual listing of our shares
of common stock on TSX-V. The listing application was lodged with TSX-V in June
2004 and we are currently in the process of responding to questions raised by
TSX-V. We believe that a dual listing of our shares of common stock will provide
liquidity in our shares. There can be no assurance that the dual listing on
TSX-V will eventuate or that such listing will create an increase in the volume
of trading of our shares of common stock.
The Company anticipates that it will be able to defer repayment of certain of
its short-term loan commitments, until it has sufficient liquidity to enable
these loans to be repaid, of which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes, based on discussions with such affiliates, will continue to be
available during fiscal 2005.
Other than the arrangements, above the Company has not confirmed any further
arrangements for ongoing funding. As a result, the Company will be required to
raise funds from additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year.
10
The Company will require substantial additional capital over the next year in
order to satisfy existing liabilities and to provide funding to achieve its
current business plan. Failure to obtain such capital could adversely impact the
Company's operations and prospects.
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-QSB's forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-QSB report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competition and the volatility of gold and copper
prices, and movements in the foreign exchange rate. Additional information which
could affect the Company's financial results is included in the Company's Form
10-KSB on file with the Securities and Exchange Commission.
11
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of
the period covered by this report. Based upon that evaluation, such officers
concluded that our disclosure controls and procedures are effective to ensure
that information gathered, analyzed and disclosed on a timely basis.
Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
12
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT NO. DESCRIPTION
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
(b) The Company did not file any Report on Form 8-K during the three
months ended September 30, 2004.
13
(FORM 10-QSB)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned the reinto duly authorised.
BAY RESOURCES LTD.
By: /s/ Joseph I. Gutnick
-------------------------------------
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Peter Lee
-------------------------------------
Peter Lee
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated November 12, 2004
14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of Sarbanes-Oxley act of 2002
15