UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 31, 2003
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________to________________
Commission file number 001-16653
EMPIRE PETROLEUM CORPORATION
(Exact name of small business issuer as specified in its Charter)
DELAWARE 73-1238709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 E. 5th Street, Suite 4000, Tulsa, Oklahoma 74103-4346
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (918) 587-8093
(Former name, former address and former fiscal year, if changed since last
report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $.001 Par Value - 35,830,190 shares outstanding as of
March 31, 2003.
Transitional Small Business Disclosure Format: [ ] Yes [X] No
EMPIRE PETROLEUM CORPORATION
INDEX TO FORM 10-QSB
Part I. FINANCIAL INFORMATION Page(s)
Item 1. Financial Statements
Balance Sheet at March 31, 2003 (Unaudited) 1
Statements of Operations for the three months
ended March 31, 2003 and 2002 (Unaudited) 2
Statements of Cash Flows for the three months ended
March 31, 2003 and 2002 (Unaudited) 3
Notes to Financial Statements 4
Item 2. Plan of Operation 6
Item 3. Controls and Procedures 8
Part II. OTHER INFORMATION
Item 2. Changes in Securities 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
Item 1. FINANCIAL STATEMENTS
EMPIRE PETROLEUM CORPORATION
BALANCE SHEET
March 31,
2003
ASSETS (Unaudited)
Current assets:
Cash $ 459
Accounts receivable 2,216
___________
Total current assets 2,675
Investment in prospects
Property & equipment net of accumulated
depreciation and depletion 408,931
___________
Total Assets 411,606
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 143,532
Accounts payable to related party 31,700
Note payable 66,997
___________
Total current liabilities 242,229
___________
Total liabilities 242,229
___________
Stockholders' equity:
Common stock at par value 35,830
Additional paid in capital 8,120,135
Accumulated deficit (7,986,588)
___________
Total stockholders' equity 169,377
___________
Total Liabilities and Equity $ 411,606
___________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
2003 2002
Revenue:
Oil and gas sales $ 0 $ 0
Less royalty expense 0 0
____________ __________
0 0
____________ __________
Costs and expenses:
Production & operating 17,234 73,341
General & administrative 28,127 52,610
Depreciation expense 1,028 1,044
Leasehold impairment 190,066 0
____________ __________
236,455 126,995
____________ __________
Operating loss 236,455 126,995
____________ __________
Other (income) and expense:
Miscellaneous income (2,024) 0
Interest expense 0 5,385
____________ __________
Total other(income) and expense (2,024) 5,385
____________ __________
Net loss $ (234,431) $ (132,380)
____________ __________
Net loss per common share $ .01 .01
____________ __________
Weighted average number of
common shares outstanding 26,529,686 24,459,906
____________ __________
See accompanying notes to financial statements
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31, March 31,
2003 2002
Cash flows from operating activities:
Net loss $(234,431) $(132,380)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 1,028 1,044
Leasehold impairment 190,066 0
Cash flow from operations:
(Increase) decrease in assets:
Accounts receivable 316 71,817
Prepaid expenses 3,920 4,380
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 34,106 (23,530)
________ ________
Net cash used in operating activities ( 4,995) (78,669)
________ ________
Cash flows from investing activities:
Additions to property, plant and equipment 0 (6,305)
________ ________
Net cash used in investing activities 0 (6,305)
________ ________
Cash flows from financing activities:
Proceeds of note payable - related party 0 170,000
________ ________
Net cash provided by financing activities 0 170,000
________ ________
Net increase (decrease)in cash (4,995) 85,026
Cash - Beginning 5,454 38,242
________ ________
Cash -Ending $ 459 $123,268
________ ________
Non-cash investing and financing activities:
Common stock issued for accounts payable
and accrued liabilities $278,441 $ 0
Common Stock issued for notes and
debentures payable $220,000 $ 0
See accompanying notes to financial statements
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EMPIRE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited financial statements of Empire Petroleum
Corporation (Empire, or the Company) have been prepared in accordance
with United States generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by
United States generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary for a
fair presentation of the Company's financial position, the results of
operations, and the cash flows for the interim period are included.
Operating results for the interim period are not necessarily indicative
of the results that may be expected for the year ending December 31, 2003.
The continuation of the Company is dependent upon the ability of the Company
to attain future profitable operations. These financial statements have been
prepared on the basis of United States generally accepted accounting
principles applicable to a company with continuing operations, which assume
that the Company will continue in operation for the foreseeable future and will
be able to realize its assets and discharge its obligations in the normal
course of operations. Management believes the going concern assumption to be
appropriate for these financial statements. If the going concern assumption
were not appropriate for these financial statements, then adjustments might be
necessary to the carrying value of assets and liabilities, reported expenses
and the balance sheet classifications used.
The Company continues to explore and develop its oil and gas interests. The
ultimate recoverability of the Company's investment in its oil and gas
interests is dependent upon the existence and discovery of economically
recoverable oil and gas reserves, confirmation of the Company's interest in
the oil and gas interests, the ability of the Company to obtain necessary
financing to further develop the interests, and upon the ability to attain
future profitable production. The Company has been incurring significant
losses in recent years and has a significant working capital deficiency as
of March 31, 2003. The Company also recognized an impairment charge of
$6,496,614 on its oil and gas property in 2002.
The accompanying financial statements have been prepared on the basis of
United States generally accepted accounting principles applicable to a
company with continuing operations. Should the Company not be able to meet
the objectives described above and have continued operations, certain assets
and liability accounts would require adjustment and reclassification.
Management plans to continue to support the Company financially during
the next several months. It will continue to seek partners to explore
its Cheyenne River Project, look for merger opportunities and consider
public or private financings.
On July 20, 2001, the Board of Directors approved the merger of Americomm
Resources Corporation with its wholly owned subsidiary Empire Petroleum
Corporation and the simultaneous change in the name of the corporation
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to Empire Petroleum Corporation. Both the merger and name change were
effective August 16, 2001.
The information contained in this Form 10-QSB should be read in
conjunction with the audited financial statements and related notes for
the year ended December 31, 2002 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on April 16, 2003.
2. NOTES PAYABLE
On March 15, 2002, the Company borrowed $170,000 from Albert E. Whitehead
Living Trust, of which the Company's Chairman of the Board and Chief
Executive Officer is Trustee, pursuant to a convertible promissory note
due March 15, 2003 earning interest at the rate of 10% per annum, and
convertible into shares of the Company's Common Stock at a price of
$0.21 per share, which represented the market price of the Company's
Common Stock on such date. On February 14, 2003, the Albert E. Whitehead
Living Trust converted the principal of the note and accrued interest
totaling $183,556 into 874,071 shares of Company common stock at a
conversion rate of $0.21 per share.
In December 2001, the Company executed a note with Weatherford
U.S., L.P. to satisfy an outstanding indebtedness for service in
the drilling of the Timber Draw #1-AH well. The principal amount
of this note is $108,334 with interest payments at 10% per annum
commencing on May 27, 2001, until all interest and principal amounts
are paid in full. Timely payments were made in accordance with
the terms of this note through March 2002. In April 2002, the "payee"
of this note agreed to a revised payment schedule extending final payment
of $66,997 from April 10, 2002, until June 10, 2002. In connection
with this payment schedule, an initial payment of $10,000 was made in
April 2002, however, since that time, no further payments have been made.
In addition, on March 17, 2003, the Company issued 10,496,213 shares of
Company common stock as payment for accounts payable of $314,886.
3. PROPERTY AND EQUIPMENT:
At December 31, the Company's management determined that an impairment
allowance of $6,496,614 was necessary to properly value the Company's oil
and gas properties bringing the net book value of the oil and gas properties
to $594,915. The basis for the impairment was the determination by the United
States Bureau of Land Management ("BLM") that it does not consider the Timber
Draw #1-AH well economic. In other words, under the BLM's criteria for
Economic determination, the well will not pay out the cost incurred to drill
and complete the well. The Timber Draw #1-AH was completed as an oil well.
However, it continues to be shut-in while being evaluated to assess its
production and economic potential. The BLM also advised the Company that
since it did not commence another test well prior to August 12, 2002, the
Timber Draw Unit had been terminated. Furthermore, a bottom hole pressure
survey conducted in April, 2002 indicated a limited reservoir for the well.
The value was calculated using an estimated $10 per acre market price for the
leases multiplied by the Company's working interest.
For the three months ended March 31, 2003, the Company recorded an additional
leasehold impairment charge of $190,066 as a result of the assignment of
the leases on 42,237 acres in the Cheyenne River Project (See Note 5).
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The Company's other property and equipment, totaling $20,086 at March 31,
2003, consists entirely of office furniture, fixtures and equipment with
accumulated depreciation of $14,977.
4. CONTINGENCIES
The Company's former management (Messrs. McGrain and Jacobsen) entered
into a lease agreement for office space in Canada. This office was closed
after Messrs. McGrain and Jacobsen resigned as officers of the Company.
However, as of March 31, 2003, the Company was still a party to such lease
agreement, which calls for monthly lease and tax payments of approximately
$4,400 (U.S.) and expires in 2006. The Company has attempted but has not
been able to formally sublease this office space. No lease payment was
made through March 2003, and the Company has been notified that the lease
has been terminated without prejudice to the landlord's right to hold the
Company liable for future damages related to lost rent.
5. PAYMENT OF LEASE RENTALS
On March 28, 2003, a third party paid approximately $84,485 of the Company's
lease rentals on 42,237 acres in the Cheyenne River Project in return for
an assignment of such leases. In connection with this transaction, the
Company retained an overriding royalty of 1.5% on 33,597 of the acres and a
2% overriding royalty on 8,640 of the acres.
On March 31, 2003, a third party paid approximately $51,693 of the Company's
lease rentals on 32,243 acres in the Cheyenne River Project in exchange
for an option to drill a test well in order to earn an interest in the
farmout block, which option is subject to the third party first completing
a seismic survey covering 16 square miles in the Cheyenne River Project.
Item 2. PLAN OF OPERATION
Empire Petroleum Corporation (the "Company") has no income producing
oil and gas properties at March 31, 2003. To date, the Company's
operations have been primarily financed through sales of its Common
Stock and loans from related parties. An oil and gas test well
(Timber Draw #1-AH) was drilled in January 2001 on the Cheyenne River
Project. The Timber Draw #1-AH well encountered flows of oil and
natural gas during the drilling period and was subsequently completed
as an oil well as described below. In June of 2001, the Timber Draw
#1-AH well was shut-in pending evaluation to assess its production
and economic potential as discussed below.
Prior to the Company acquiring Empire Petroleum Corporation, the
Company entered into that certain farmout agreement dated November
15, 2000 by and among the Company, Empire Petroleum Corporation
and certain other partners (the "Farmout Agreement"). Pursuant to
the Farmout Agreement, drilling of the Timber Draw #1-AH
well commenced during December of 2000 within the 25,000 acre
Timber Draw Federal Drilling Unit included in the Cheyenne River
Project. The following parties participated with Empire Petroleum
Corporation in the drilling of the Timber Draw #1-AH well at the
Following participation levels: Maxy Resources, LLC (25%), Enterra
Energy Corp. (formerly Big Horn Resources Ltd.) (15%) and 74305
Alberta Ltd. (10%). The drilling of the Timber Draw #1-AH well
was completed at a total measured depth of 10,578 feet, of which
the last 2,030 feet were drilled horizontally through the Newcastle
"B" formation. The Company encountered flows of oil and gas
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during the horizontal drilling. The Company conducted a series of
production methods on its Timber Draw Unit #1-AH well during the
period from February 13, 2001 to June 22, 2001. During the test
period, the well flowed 8,139 barrels of 44 degree light gravity
sweet crude and 29,072,000 cubic feet of natural gas with a BTU
content of 1,493 and rich in natural gas liquids. Consulting
engineers calculated that the natural gas would yield natural gas
liquids of approximately 70 barrels per day based on estimated gas
production of 500,000 cubic feet per day. The well was shut-in on
June 22, 2001 to conserve the natural gas, which was flared during
the test period. A bottom hole pressure survey of the Timber Draw
#1-AH well conducted in April of 2002 indicated a limited reservoir for
this well. Once the well is placed on production for a prolonged
period of time, a more definitive calculation of reserves can be made.
The Bureau of Land Management ("BLM") advised the Company that it does not
consider the Timber Draw Unit #1-AH well economic. In other words, under
the BLM's criteria for economic determination, the well will not pay out
the cost incurred to drill and complete the well. The Company planned on
initiating additional drilling during the second half of 2002; however, due
to poor financial market conditions, the Company was unable to complete such
drilling. The BLM also advised the Company that since it did not commence
another test well prior to August 12, 2002, the Timber Draw Unit had been
terminated. At March 31, 2003, the Company owns a fifty (50%) percent
working interest in the Timber Draw #1-AH well. The Company's working
interest is convertible to a seventy-five (75%) percent working interest
after its partners recover their drilling and completion costs. The Company
reserves an overriding royalty interest of seven (7%) percent proportionally
reduced. Beginning in April of 2003, the Company initiated testing of the
well for 10 days per month for a three month period by authority of the BLM.
Through the period ended March 31, 2003, the Company has been actively
engaged in seeking viable sources of financing to support continued
operations and to continue its drilling plan. The Company anticipated
drilling additional wells prior to the quarter ended June 30, 2002.
However, due to poor financial market conditions, it has not been able to
raise the funds necessary to conduct its drilling program. As a result
of such problems, the Company entered into two separate transactions with
third parties in March of 2003. The first transaction entered into on
May 16, 2003 involved 42,237 acres in the Cheyenne River Project on which
another company agreed to pay the lease rentals totaling $84,485 in return
for an assignment of the leases. The Company retained an overriding royalty
of 1.5% on 33,597 acres and a 2% overriding royalty on approximately 8,640
acres. In the second transaction entered into on March 26, 2003, a third
party agreed to pay approximately $51,693 in rental payments on 32,243 acres
in the Cheyenne River Project. In exchange for such payment, the Company
granted the third party a seismic option, which provides that the third
party has 90 days to advise the Company if it elects to carry out a seismic
survey covering 16 square miles. If the third party proceeds with the
seismic program, the Company will grant the third party an option to drill
a test well within the farmout block. The third party would have until
April 1, 2004 to drill the test well in order to earn an interest in the
farmout block, and the Company would reserve a 26.78% working interest in
such test well.
At March 31, 2003, the Company had a working interest in 32,243 acres
and an overriding royalty on 42,237 acres. Of the 79,000 acres
currently in inventory, approximately 4,520 lease acres will be
expiring during the next few months.
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As of March 31, 2003, the Company had $459 of cash on hand. The Company
expects that its cash on hand will not be sufficient to fund its
operations for any material length of time. During the next twelve months
the Company's material commitments include payments to be made and
obligations that could arise as further described below. In addition, the
Company expects to incur approximately $8,000 per month relating to
administrative, office and other expenses.
The Company's former management (Messrs. McGrain and Jacobsen) entered into
a lease agreement for office space in Canada. This office was closed after
Messrs. McGrain and Jacobsen resigned as officers of the Company. However,
as of March 31, 2003, the Company was still a party to such lease agreement,
which calls for monthly lease and tax payments of approximately $4,400 (U.S.)
and expires in 2006. The Company has attempted, but has not been able,
to formally sublease this office space. No lease payment has been made
in the three months ended March 31, 2003. In January, 2003, the Company
was notified that the lease was terminated without prejudice to the
landlord's right to hold the Company liable for future damages related
to lost rent.
In Tulsa, Oklahoma, the Company leases office space under an operating
lease agreement with an unrelated party which will expire in June 2003.
The lease calls for monthly lease payments of $3,893 for the years
2002 and 2003. The Company currently sublets part of its office space
on a month-to-month basis for approximately $1,000 per month.
As of March 31, 2003, the Company owes approximately $56,997 plus
accrued interest to Weatherford U.S., L.P. for services rendered by
Weatherford.
Through the year ended December 31, 2002, the Company financed its
operations primarily through advances made to the Company by
the Albert E. Whitehead Living Trust, of which the Company's Chairman
of the Board and Chief Executive Officer, Mr. Whitehead, is the trustee.
The Company believes it is the intention of the Whitehead Trust
to continue funding the Company's basic expenses through December 31,
2003, or until such time as the Company secures other sources of
financing. However, there can be no assurance the Whitehead Trust will
continue to fund such expenses. Management will continue to seek partners
to explore its Cheyenne River Project, look for merger opportunities and
consider public or private financings.
The Company employs one secretary in its Tulsa office and does not at
this time expect any significant change in the number of its employees
during the next twelve months. If the Company is successful in raising
additional capital, it will employ part-time or temporary persons
and consultants in situations where special expertise is required.
Mr. Whitehead serves as an executive officer of the Company without
compensation.
Material Risks
The Company has incurred significant losses from operations and
there is no assurance that it will achieve profitability or obtain
funds necessary to finance continued operations. For other material
risks, see the Company's form 10-KSB for the period ended December 31,
2002, which was filed April 16, 2003.
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Item 3. CONTROLS AND PROCEDURES
(a) Within 90 days prior to the date of this report, the Company's Chief
Executive Officer and principal financial officer carried out an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that
evaluation, the Chief Executive Officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings.
(b) Subsequent to the date of this evaluation, there have been no changes
in the Company's internal controls or in other factors that could significantly
affect these controls, and no discoveries of any significant deficiencies or
material weaknesses in such controls that would require the Company to take
corrective actions.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
During the three-month period ended March 31, 2003, the Company
issued the following number of shares of its Common Stock without
registering such Common Stock under the Securities Act of 1933 to
each of the following parties as consideration for the cancellation
of the debt set forth opposite of such parties' names:
Amount of Debt Owed
Name Number of Shares By the Company
The Albert E. Whitehead Living Trust 8,840,315 $422,542.21
The Lacy E. Whitehead Living Trust 1,968,172 $ 59,045.15
C. A. White Wireline Services 561,797 $ 16,853,90
Of the 8,840,315 shares issued to the Albert E. Whitehead Living Trust,
874,071 shares were issued on February 14, 2003 in accordance with a
convertible promissory note pursuant to which the Trust could convert
the outstanding balance under the promissory note into shares of the
Company's Common Stock at a conversion rate of $0.21 per share, and the
remaining shares were issued on March 17, 2003 in exchange for the
cancellation of debt owed by the Company to the Trust in connection
with advances made to the Company by the Trust, using a conversion rate
of $0.03 per share. The remaining shares described above were also
issued on March 17, 2003 using a conversion rate of $0.03.
The Company relied on the exemption set forth in Section 4(2) of the
Securities Act of 1933, as amended, in connection with the issuances of
the securities set forth above. All parties listed above are sophisticated
persons or entities. There was no underwriting in connection with the
issuances of these securities and no commissions were paid to any party
upon such issuances.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
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99.1 Certification Pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
EMPIRE PETROLEUM CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EMPIRE PETROLEUM CORPORATION
Date: May 21, 2003 By: /s/ Albert E. Whitehead
Albert E. Whitehead
Chairman/CEO
SECTION 302 CERTIFICATION
I, Albert E. Whitehead, Chief Executive Officer and principal financial officer
of Empire Petroleum Corporation certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Empire
Petroleum Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 11a-14 and 15d-14) for the
registrant and I 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
quarterly 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 quarterly report (the "Evaluation
Date"); and
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(c) presented in this quarterly report of conclusions about the
effectiveness of the disclosure controls and procedures
based on my evaluation as the Evaluation Date;
5. I have disclosed, based on my recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation 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
I have indicated in this quarterly report whether or not 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.
Date: May 21, 2003 /s/ Albert E. Whitehead
Albert E. Whitehead,
Chief Executive Officer and
Principal Financial Officer
EXHIBIT INDEX
NO. DESCRIPTION
99.1 Certification Pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
EXHIBIT 99.1
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Empire Petroleum Corporation
(the "Company") on Form 10-QSB for the period ending March 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Albert E. Whitehead, Chief Executive Officer and principal
financial officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
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(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer and
principal financial officer
May 21, 2003
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