##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to__________________

Commission File No. 000-17994

MACKENZIE INVESTMENT MANAGEMENT INC.
(Exact name of registrant as specified in its charter)

|                                                                                                                                                                     |  |                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or organization)
925 South Federal Highway, Suite 600
Boca Raton, FL
(Address of principal executive offices) |  | 59-2522153
(IRS Employer Identification No.)33432
(Zip Code)

Registrants telephone number, including area code (561) 393-8900



---

(Former name, former address and
former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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

As of August 12, 2002, there were 18,655,550 shares of the Registrants Common
Stock, par value $.01 per share issued and outstanding.





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                     |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- |  |  |  |  |  | 
|PART 1.  FINANCIAL INFORMATION                   
|Item 1. Condensed Financial Statements            
|Condensed Consolidated Balance Sheets             
|                                                   |                                                                                               | Condensed Consolidated Statements of Operations                    
|                                                   |                                                                                               | Condensed Consolidated Statement of Changes in Stockholders Equity
|                                                   |                                                                                               | Condensed Consolidated Statements of Cash Flows                    
|                                                   |                                                                                               | Notes to Condensed Consolidated Financial Statements               
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II  OTHER INFORMATION                       
|                                                   | Item 1. Legal Proceedings                                                                    
|                                                   | Item 2. Changes in Securities and Use of Proceeds                                            
|                                                   | Item 3. Defaults Upon Senior Securities                                                      
|                                                   | Item 4. Submission of Matters to a Vote of Securities Holders                                
|                                                   | Item 5. Other Information                                                                    
|                                                   | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                        
|Amendment to Change in Control Agreement          
|Amendment to Change in Control Agreement - Carlson



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##### Table of Contents



MACKENZIE INVESTMENT MANAGEMENT INC.

Index to Form 10-Q

Part I

FINANCIAL INFORMATION

|                  |  |                                                                                       |  |      
|----------------- |  | ------------------------------------------------------------------------------------- |  | -----
|                  |  |                                                                                       |  | Page 
|                  |  |                                                                                       |  |      
|Item 1.           |  | CONDENSED FINANCIAL STATEMENTS                                                        |  |      
|                  |  |                                                                                       |  |      
|                  |  | Condensed Consolidated Balance Sheets                                                 |  | 3    
|                  |  |                                                                                       |  |      
|                  |  | Condensed Consolidated Statements of Operations                                       |  | 4    
|                  |  |                                                                                       |  |      
|                  |  | Condensed Consolidated Statement of Changes in
Stockholders Equity                   |  | 5    
|                  |  |                                                                                       |  |      
|                  |  | Condensed Consolidated Statements of Cash Flows                                       |  | 6    
|                  |  |                                                                                       |  |      
|                  |  | Notes to Condensed Consolidated Financial Statements                                  |  | 7-9  
|                  |  |                                                                                       |  |      
|Item 2.           |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 10-12
|                  |  |                                                                                       |  |      
|Item 3.           |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 13-15
|                  |  |                                                                                       |  |      
|Part II          
|                  |  |                                                                                       |  |      
|OTHER INFORMATION
|                  |  |                                                                                       |  |      
|Item 1.           |  | LEGAL PROCEEDINGS                                                                     |  | 15   
|                  |  |                                                                                       |  |      
|Item 2.           |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                             |  | 15   
|                  |  |                                                                                       |  |      
|Item 3.           |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 15   
|                  |  |                                                                                       |  |      
|Item 4.           |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                                 |  | 15   
|                  |  |                                                                                       |  |      
|Item 5.           |  | OTHER INFORMATION                                                                     |  | 15   
|                  |  |                                                                                       |  |      
|Item 6.           |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |  | 15   

2



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##### Table of Contents






PART 1.  FINANCIAL INFORMATION




Item 1. Condensed Financial Statements

MACKENZIE INVESTMENT MANAGEMENT INC.




Condensed Consolidated Balance Sheets

|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |            |            | 
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ----------- | ---------- | -------- | ---------- | ---------- | ---------- | 
|                                                                                                                            |                                                                                                         |                                            |            | June 30,    |            |          |            |           
|                                                                                                                            |                                                                                                         |                                            |            | 2002        |            | March 31
|                                                                                                                            |                                                                                                         |                                            |            | (Unaudited) |            | 2002    
|                                                                                                                            |                                                                                                         |                                            |            |             |            |         
|ASSETS:                                                                                                                     |                                                                                                         |                                            |            |             |            |          |            |           
|Cash and cash equivalents                                                                                                   |                                                                                                         | $                                          | 45,596,342 |             |            | $        | 46,927,723 |           
|Marketable securities                                                                                                       |                                                                                                         |                                            | 2,140,435  |             |            |          | 2,271,247  |           
|Receivables:                                                                                                                |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            | Funds for fees and expense advances                                                                     |                                            |            | 1,071,020   |            |          |            | 1,645,813  |           
|                                                                                                                            | Other                                                                                                   |                                            |            | 754,366     |            |          |            | 727,831    |           
|Property and equipment, net of accumulated
depreciation of $1,084,339 as of June 30, 2002
and $926,346 as of March 31, 2002 |                                                                                                         |                                            | 2,363,157  |             |            |          | 2,493,398  |           
|Intangible assets, net of accumulated
amortization of $10,740,491 as of June 30, 2002
and $10,430,035 as of March 31, 2002  |                                                                                                         |                                            | 2,724,503  |             |            |          | 3,034,960  |           
|Deferred selling commissions                                                                                                |                                                                                                         |                                            | 3,142,369  |             |            |          | 3,302,695  |           
|Other assets                                                                                                                |                                                                                                         |                                            | 883,590    |             |            |          | 547,039    |           
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            |                                                                                                         | Total assets                               |            | $           | 58,675,782 |          |            | $          | 60,950,706 | 
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                                       |                                                                                                         |                                            |            |             |            |          |            |           
|Liabilities:                                                                                                                |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            | Payable to Funds for purchases of Funds shares
and expense reimbursements                              |                                            | $          | 296,309     |            |          | $          | 302,272    |           
|                                                                                                                            | Accounts payable                                                                                        |                                            |            | 192,256     |            |          |            | 234,702    |           
|                                                                                                                            | Accrued expenses and other liabilities                                                                  |                                            |            | 1,749,224   |            |          |            | 3,143,044  |           
|                                                                                                                            | Restructuring costs                                                                                     |                                            |            | 110,198     |            |          |            | 224,835    |           
|                                                                                                                            | Deferred taxes                                                                                          |                                            |            |            |            |          |            | 110,195    |           
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            |                                                                                                         | Total liabilities                          |            |             | 2,347,987  |          |            |            | 4,015,048  | 
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|Commitments and contingencies                                                                                               |                                                                                                         |                                            |            |             |            |          |            |           
|Stockholders equity:                                                                                                       |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            | Capital stock, $0.01 par value, 100,000,000 shares authorized;
18,655,550 shares issued and outstanding |                                            |            | 186,556     |            |          |            | 186,556    |           
|                                                                                                                            | Additional paid-in capital                                                                              |                                            |            | 38,609,953  |            |          |            | 38,609,953 |           
|                                                                                                                            | Retained earnings                                                                                       |                                            |            | 17,569,804  |            |          |            | 18,095,975 |           
|                                                                                                                            | Accumulated other comprehensive (loss) income, net of tax                                               |                                            |            | (38,518     | )          |          |            | 43,174     |           
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            |                                                                                                         | Total stockholders equity                 |            |             | 56,327,795 |          |            |            | 56,935,658 | 
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           
|                                                                                                                            |                                                                                                         | Total liabilities and stockholders equity |            | $           | 58,675,782 |          |            | $          | 60,950,706 | 
|                                                                                                                            |                                                                                                         |                                            |            |             |            |          |            |           

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MACKENZIE INVESTMENT MANAGEMENT INC.




Condensed Consolidated Statements
of Operations
(Unaudited)

|                                                                                                        |                                              |   |                             |           |      |   |            |           | 
|------------------------------------------------------------------------------------------------------- | -------------------------------------------- | - | --------------------------- | --------- | ---- | - | ---------- | --------- | 
|                                                                                                        |                                              |   | Three
months ended June 30,
|                                                                                                        |                                              |   |                            
|                                                                                                        |                                              |   | 2002                        |           | 2001
|                                                                                                        |                                              |   |                             |           |     
|Revenues:                                                                                               |                                              |   |                             |           |      |   |            |          
|                                                                                                        | Management fees                              |   | $                           | 2,098,208 |      |   | $          | 3,744,032 | 
|                                                                                                        | Sub-advisory fees from Canadian Funds        |   |                             | 1,661,765 |      |   |            | 1,950,837 | 
|                                                                                                        | 12b-1 Service and Distribution fees          |   |                             | 744,457   |      |   |            | 1,249,857 | 
|                                                                                                        | Transfer agent fees                          |   |                             |          |      |   |            | 636,384   | 
|                                                                                                        | Administrative services fees                 |   |                             | 246,302   |      |   |            | 411,502   | 
|                                                                                                        | Fund accounting fees                         |   |                             | 171,553   |      |   |            | 190,681   | 
|                                                                                                        | Underwriting fees                            |   |                             | 21,015    |      |   |            | 21,163    | 
|                                                                                                        | Redemption fees                              |   |                             | 187,059   |      |   |            | 325,737   | 
|                                                                                                        | Interest, dividends and other                |   |                             | 205,207   |      |   |            | 504,920   | 
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|                                                                                                        |                                              |   | 5,335,566                   |           |      |   | 9,035,113  |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Expenses:                                                                                               |                                              |   |                             |           |      |   |            |          
|                                                                                                        | Sales literature, advertising and promotion  |   |                             | 293,877   |      |   |            | 821,219   | 
|                                                                                                        | 12b-1 Service fees                           |   |                             | 538,255   |      |   |            | 918,840   | 
|                                                                                                        | Employee compensation and benefits           |   |                             | 3,033,048 |      |   |            | 3,622,210 | 
|                                                                                                        | Sub-advisory fees                            |   |                             | 64,334    |      |   |            | 90,968    | 
|                                                                                                        | Amortization of intangible assets            |   |                             | 310,457   |      |   |            | 310,457   | 
|                                                                                                        | Amortization of deferred selling commissions |   |                             | 324,250   |      |   |            | 590,123   | 
|                                                                                                        | Depreciation                                 |   |                             | 157,993   |      |   |            | 161,586   | 
|                                                                                                        | General and administrative                   |   |                             | 613,718   |      |   |            | 999,750   | 
|                                                                                                        | Occupancy and equipment rental               |   |                             | 305,285   |      |   |            | 378,137   | 
|                                                                                                        | Reimbursement to Funds for expenses          |   |                             | 458,491   |      |   |            | 441,688   | 
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|                                                                                                        |                                              |   | 6,099,708                   |           |      |   | 8,334,978  |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|(Loss) income before income taxes                                                                       |                                              |   | (764,142                    | )         |      |   | 700,135    |          
|                                                                                                        | (Benefit) provision for income taxes         |   |                             | (237,971  | )    |   |            | 270,615   | 
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Net (loss) income                                                                                       |                                              | $ | (526,171                    | )         |      | $ | 429,520    |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Basic (loss) earnings per share                                                                         |                                              | $ | (0.03                       | )         |      | $ | 0.02       |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Weighted average number of common shares
outstanding used in basic calculation                          |                                              |   | 18,655,550                  |           |      |   | 18,660,342 |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Diluted (loss) earnings per share                                                                       |                                              | $ | (0.03                       | )         |      | $ | 0.02       |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          
|Weighted average number of common and
common equivalent shares outstanding
used in diluted calculation* |                                              |   | 18,655,550                  |           |      |   | 18,723,378 |          
|                                                                                                        |                                              |   |                             |           |      |   |            |          

     Weighted average common stock equivalents of 4,994 for the quarter ended June 30, 2002 have been excluded from the diluted calculation due to their anti-dilutive effect.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MACKENZIE INVESTMENT MANAGEMENT INC.




Condensed Consolidated Statement of
Changes in Stockholders Equity
For the three months ended June 30, 2002
(Unaudited)

|                                     |  |               |            |            |  |          |         |                |  |               |            |        |  |   |            |   |  |             |         |   |  |   |            |  
|------------------------------------ |  | ------------- | ---------- | ---------- |  | -------- | ------- | -------------- |  | ------------- | ---------- | ------ |  | - | ---------- | - |  | ----------- | ------- | - |  | - | ---------- | -
|                                     |  |               |            |            |  |          |         |                |  |               |            |        |  |   |            |   |  | Accumulated |         |   |  |  
|                                     |  |               |            |            |  |          |         |                |  |               |            |        |  |   |            |   |  | Other       |         |   |  |  
|                                     |  | Capital Stock |            | Additional |  |          |         |                |  | Comprehensive |            | Total 
|                                     |  |               |            | Paid-in    |  | Retained |         | Income (Loss), |  | Stockholders'
|                                     |  | Shares        |            | Amount     |  | Capital  |         | Earnings       |  | net of tax    |            | Equity
|                                     |  |               |            |            |  |          |         |                |  |               |            |       
|Balance, March 31, 2002              |  |               | 18,655,550 |            |  | $        | 186,556 |                |  | $             | 38,609,953 |        |  | $ | 18,095,975 |   |  | $           | 43,174  |   |  | $ | 56,935,658 |  
|Other comprehensive loss,
net of tax |  |               |           |            |  |          |        |                |  |               |           |        |  |   |           |   |  |             | (81,692 | ) |  |   | (81,692    | )
|Net loss for the quarter             |  |               |           |            |  |          |        |                |  |               |           |        |  |   | (526,171   | ) |  |             |        |   |  |   | (526,171   | )
|                                     |  |               |            |            |  |          |         |                |  |               |            |        |  |   |            |   |  |             |         |   |  |   |            |  
|Balance, June 30, 2002               |  |               | 18,655,550 |            |  | $        | 186,556 |                |  | $             | 38,609,953 |        |  | $ | 17,569,804 |   |  | $           | (38,518 | ) |  | $ | 56,327,795 |  
|                                     |  |               |            |            |  |          |         |                |  |               |            |        |  |   |            |   |  |             |         |   |  |   |            |  

The accompanying notes are an integral part of these condensed consolidated financial statements.

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##### Table of Contents



MACKENZIE INVESTMENT MANAGEMENT INC.




Condensed Consolidated Statements
of Cash Flows
(Unaudited)

|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |         |          |            |  
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------------------------------------------- | -------- | -------- | ---------- | ---------- | ------- | -------- | ---------- | -
|                                                     |                                                                                                    | Three months ended                          
|                                                     |                                                                                                    | June 30,                                    
|                                                     |                                                                                                    |                                              |                                                                            |          |         
|                                                     |                                                                                                    |                                              |                                                                            |          | 2002     |            | 2001      
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |           
|Cash flows from operating activities:                |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|                                                     | Net (loss) income                                                                                  |                                              | $                                                                          | (526,171 | )        |            | $          | 429,520 |         
|                                                     | Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities: |                                              |                                                                            |          |          |            |            |         |         
|                                                     |                                                                                                    | Depreciation                                 |                                                                            |          | 157,993  |            |            |         | 161,586  |           
|                                                     |                                                                                                    | Amortization of intangible assets            |                                                                            |          | 310,457  |            |            |         | 310,457  |           
|                                                     |                                                                                                    | Amortization of deferred selling commissions |                                                                            |          | 324,250  |            |            |         | 590,123  |           
|                                                     |                                                                                                    | Amortization of unearned compensation        |                                                                            |          |         |            |            |         | 40,034   |           
|                                                     |                                                                                                    | Deferred tax expense                         |                                                                            |          | (134,126 | )          |            |         | 184,328  |           
|                                                     |                                                                                                    | Payment of deferred selling commissions      |                                                                            |          | (163,924 | )          |            |         | (194,755 | )         
|                                                     |                                                                                                    | Change in assets and liabilities:            |                                                                            |          |          |            |            |         |          |           
|                                                     |                                                                                                    |                                              | Receivables                                                                |          |          | 548,258    |            |         |          | 466,898    |  
|                                                     |                                                                                                    |                                              | Other assets                                                               |          |          | (263,332   | )          |         |          | (283,541   | )
|                                                     |                                                                                                    |                                              | Payable to Funds for purchases of Funds shares
and expense reimbursements |          |          | (5,963     | )          |         |          | 101,731    |  
|                                                     |                                                                                                    |                                              | Restructuring costs                                                        |          |          | (114,637   | )          |         |          | (1,050,386 | )
|                                                     |                                                                                                    |                                              | Accounts payable, accrued expenses and
other liabilities                   |          |          | (1,436,266 | )          |         |          | 48,669     |  
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|Net cash (used in) provided by operating activities  |                                                                                                    |                                              | (1,303,461                                                                 | )        |          |            | 804,664    |        
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|Cash flows from investing activities:                |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|                                                     | Purchases of property and equipment                                                                |                                              |                                                                            | (27,752  | )        |            |            | (77,571 | )       
|                                                     | Purchases of marketable securities                                                                 |                                              |                                                                            | (168     | )        |            |            | (646    | )       
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|Net cash used in investing activities                |                                                                                                    |                                              | (27,920                                                                    | )        |          |            | (78,217    | )      
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|Net (decrease) increase in cash and cash equivalents |                                                                                                    |                                              | (1,331,381                                                                 | )        |          |            | 726,447    |        
|Cash and cash equivalents, beginning of period       |                                                                                                    |                                              | 46,927,723                                                                 |          |          |            | 44,797,238 |        
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        
|Cash and cash equivalents, end of period             |                                                                                                    | $                                            | 45,596,342                                                                 |          |          | $          | 45,523,685 |        
|                                                     |                                                                                                    |                                              |                                                                            |          |          |            |            |        

The accompanying notes are an integral part of these condensed consolidated financial statements.

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##### Table of Contents






MACKENZIE INVESTMENT MANAGEMENT INC.
Notes to Condensed Consolidated Financial Statements
June 30, 2002
(Unaudited)



|1. |  | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The unaudited interim condensed consolidated financial statements of
Mackenzie Investment Management Inc. (MIMI) and its consolidated
subsidiaries (the Company) included herein have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America. In the
opinion of management, these condensed consolidated financial statements
include all appropriate adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations for the periods shown. Certain prior year amounts
have been reclassified to conform to current year presentation. The results
of operations for the three-month period ended June 30, 2002 are not
necessarily indicative of the results of operations to be expected for the
year ended March 31, 2003. These interim condensed consolidated financial
statements should be read in conjunction with the Companys audited
consolidated financial statements for the fiscal year ended March 31, 2002.
|  
|2. |  | Comprehensive (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | For the three-month periods ended June 30, 2002 and 2001, respectively,
comprehensive (loss) income consisted of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|                                   |                                                                         |   |          |         |          |   |         |        | 
|---------------------------------- | ----------------------------------------------------------------------- | - | -------- | ------- | -------- | - | ------- | ------ | 
|                                   |                                                                         |   | June 30, |         | June 30,
|                                   |                                                                         |   | 2002     |         | 2001    
|                                   |                                                                         |   |          |         |         
|Net (loss) income                  |                                                                         | $ | (526,171 | )       |          | $ | 429,520 |       
|                                   |                                                                         |   |          |         |          |   |         |       
|Other comprehensive (loss) income: |                                                                         |   |          |         |          |   |         |       
|                                   | Unrealized holding (losses) gains arising during
the period, net of tax |   |          | (81,692 | )        |   |         | 16,971 | 
|                                   |                                                                         |   |          |         |          |   |         |       
|                                   | Other comprehensive (loss) income                                       |   |          | (81,692 | )        |   |         | 16,971 | 
|                                   |                                                                         |   |          |         |          |   |         |       
|Comprehensive (loss) income        |                                                                         | $ | (607,863 | )       |          | $ | 446,491 |       
|                                   |                                                                         |   |          |         |          |   |         |       



| |  | At June 30, 2002 and March 31, 2002, the Companys accumulated other
comprehensive (loss) income consists of unrealized appreciation and
depreciation on marketable securities.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | At June 30, 2002 and March 31, 2002, gross unrealized gains and losses on
marketable securities were as follows:                                                               

7



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##### Table of Contents



|                        |                               |   |          |         |           |   |        |        | 
|----------------------- | ----------------------------- | - | -------- | ------- | --------- | - | ------ | ------ | 
|                        |                               |   | June 30, |         | March 31,
|                        |                               |   | 2002     |         | 2002     
|                        |                               |   |          |         |          
|Gross unrealized gains  |                               | $ | 59,056   |         |           | $ | 69,223 |       
|Gross unrealized losses |                               |   | (120,814 | )       |           |   |       |       
|                        |                               |   |          |         |           |   |        |       
|                        | Net unrealized (losses) gains |   | $        | (61,758 | )         |   | $      | 69,223 | 
|                        |                               |   |          |         |           |   |        |       



|3. |  | Earnings Per Share                                                                                                                                                                     
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The following table reconciles the weighted average shares outstanding used
to calculate basic and diluted earnings per share for the three-month
periods ended June 30, 2002 and 2001.

|                                                                                                           |  |      |            |      |  |  |            | 
|---------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  |  | ---------- | 
|                                                                                                           |  | 2002 |            | 2001
|                                                                                                           |  |      |            |     
|Weighted average number of common shares
outstanding used in basic calculation                             |  |      | 18,655,550 |      |  |  | 18,660,342 | 
|Effect of dilutive stock options                                                                           |  |      |           |      |  |  | 63,036     | 
|                                                                                                           |  |      |            |      |  |  |            | 
|Weighted average number of common and common
equivalent
shares outstanding used in the diluted calculation |  |      | 18,655,550 |      |  |  | 18,723,378 | 
|                                                                                                           |  |      |            |      |  |  |            | 



|   |  | During the three-month periods ended June 30, 2002 and 2001, options to
purchase 1,198,500 and 1,412,964 shares of common stock, respectively, were
excluded from the computation of diluted earnings per share due to their
antidilutive effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | Restructuring                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | During the fourth quarter of the year ended March 31, 2001, the Company
recorded a $3,032,000 restructuring charge to cover costs associated with
the plan of outsourcing the transfer agency operations and downsizing the
sales, marketing and other various support functions. During the same
period, the Company made payments totaling approximately $1,262,000 for
these costs. For the three-month period ended June 30, 2002, the Company
made payments totaling approximately $115,000. The Company completed the
outsourcing of the transfer agency operation as of June 30, 2001. The
Company anticipates that the remaining restructuring costs of approximately
$110,000, which principally relates to lease obligations, will be paid from
funds provided from operations in the ensuing three-month period.
|  
|5. |  | Cash Dividend on Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | On July 8, 2002, the Company declared a $0.01 per common share cash dividend
to shareholders of record on July 18, 2002. The dividend was paid on July
26, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|6. |  | Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | Intangible assets consist principally of the cost of investment advisory and
service contracts. At June 30, 2002 and March 31, 2002, the gross cost of
these assets was $13,464,994.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

8



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##### Table of Contents





| |  | At June 30, 2002, the estimated remaining aggregate amortization expense for
intangible assets is as follows:
| |  | -------------------------------------------------------------------------------------------------------------

|                                 |            |   |           |           | 
|-------------------------------- | ---------- | - | --------- | --------- | 
|Nine months ended March 31, 2003 |            | $ | 931,400   |          
|Year ended March 31,
2004        |            |   | 1,242,800 |          
|                                 | 2005       |   |           | 100,200   | 
|                                 | 2006       |   |           | 100,200   | 
|                                 | 2007       |   |           | 100,200   | 
|                                 | thereafter |   |           | 249,700   | 
|                                 |            |   |           |          
|                                 | Total      |   | $         | 2,724,500 | 
|                                 |            |   |           |          



|7. |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                         
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | On April 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, and No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. The
adoption of the statements did not impact the Companys financial position,
results of operations or cash flows.

9



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements in the Quarterly Report on Form 10-Q under the caption
Managements Discussion and Analysis of Financial Condition and Results of
Operations, and elsewhere in this report constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; the loss of or the failure to
replace, any significant sub-advisory relationships; changes in the relative
investment performance; and investor sentiment for international investing.
The Company wishes to caution readers not to place undue reliance on such
forward-looking statements and remind readers that these forward-looking
statements speak only as of the date of this Quarterly Report. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Companys expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.

GENERAL

MIMI is a public company listed on the Toronto Stock Exchange. Its majority
shareholder, Mackenzie Financial Corporation (MFC), a Toronto-based
investment counsel and mutual fund management company, owns approximately 86%
of the outstanding common shares of MIMI at June 30, 2002. MFC is a wholly
owned subsidiary of Investors Group Inc. MIMI is an investment adviser and has
three wholly owned subsidiaries, as follows:



| |  | Ivy Management, Inc. (IMI), an investment adviser;            
|- |  | ----------------------------------------------------------------
| 
| |  | Ivy Mackenzie Distributors, Inc. (IMDI), a broker/dealer; and 
| 
| |  | Ivy Mackenzie Service Corp. (IMSC), formerly a transfer agent.

The Companys principal business activities are carried on solely in the United
States and include:

|  |  |                                                                                                                                                                                                                                                                           
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Managing public mutual funds offered in the U.S. by Ivy Fund (the
U.S. Funds) which is a U.S. open-end series investment company
registered under the Investment Company Act of 1940, as amended;                                                                       
|  |  |                                                                                                                                                                                                                                                                           
| |  | Providing investment advisory services to the U.S. Funds and
sub-advisory services to fifteen Universal Funds at June 30, 2002 sold
only in Canada and managed by MFC (the Canadian Funds);                                                                             
|  |  |                                                                                                                                                                                                                                                                           
| |  | Providing sub-advisory services to four Premier Funds (the Premier
Funds) at June 30, 2002 sold in the U.K., Ireland and Luxembourg and
managed by Premier Asset Management PLC (Premier); MFC has a less
than 25% beneficial interest in Premier as of June 30, 2002;
|  |  |                                                                                                                                                                                                                                                                           
| |  | Underwriting, selling and otherwise distributing redeemable shares
of the U.S. Funds in the U.S. through various distribution channels;
and                                                                                                                               
|  |  |                                                                                                                                                                                                                                                                           
| |  | Providing administrative and fund accounting services to the U.S.
Funds.                                                                                                                                                                                                  

The Company derives its revenues principally from on-going management fees and
sub-advisory fees, calculated as a percentage of average daily net assets under
management, and from fees related to services performed for the U.S. Funds
under contracts for administrative and fund accounting services. The level of
net assets under management is affected by gross sales, redemptions and changes
in market values of

10



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##### Table of Contents



the mutual funds portfolio of investments. As the level of assets under
management fluctuates so does management, sub-advisory, distribution, and
administrative services fee revenue.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001

Assets Under Management

Average net assets under management for the U. S. Funds decreased $672 million,
or 42%, to $942 million for the three-month period ended June 30, 2002 from
$1,614 million for the three-month period ended June 30, 2001. The Canadian
Funds average net assets decreased to $1,574 million for the three-month
period ended June 30, 2002 from $2,180 million for the three-month period ended
June 30, 2001, representing a decrease of $606 million or 28%.

The comparison of net assets under management for the U.S. Funds, Canadian
Funds and Premier Funds is as follows:

(in millions, except percentages)

|                                 |                  |                                                        |       |                    |      |        |       |         |      |   |      |   |      |   |       |   |        |  
|-------------------------------- | ---------------- | ------------------------------------------------------ | ----- | ------------------ | ---- | ------ | ----- | ------- | ---- | - | ---- | - | ---- | - | ----- | - | ------ | -
|                                 |                  |                                                        |       | Three Months Ended |      |        |       |         |      |   |      |  
|                                 |                  |                                                        |       | June 30,           |      | Dollar |       | Percent
|U.S. Funds:                      |                  | 2002                                                   |       | 2001               |      | Change |       | Change 
|                                 |                  |                                                        |       |                    |      |        |       |        
|Beginning net assets, March 31st |                  | $                                                      | 1,005 |                    |      | $      | 1,587 |         |      | $ | (582 | ) |      |   | (36.7 | )
|                                 | Period activity: |                                                        |       |                    |      |        |       |         |      |   |      |   |      |   |       |   |       
|                                 |                  | Sales                                                  |       |                    | 55   |        |       |         | 155  |   |      |   | (100 | ) |       |   | (64.5  | )
|                                 |                  | Redemptions                                            |       |                    | (118 | )      |       |         | (258 | ) |      |   | (140 | ) |       |   | (54.3  | )
|                                 |                  |                                                        |       |                    |      |        |       |         |      |   |      |   |      |   |       |  
|                                 |                  | Net Sales/(Net Redemptions)                            |       |                    | (63  | )      |       |         | (103 | ) |      |   | 40   |   |       |   | 38.8   |  
|                                 |                  | Market Appreciation/(Depreciation), less distributions |       |                    | (73  | )      |       |         | 39   |   |      |   | (112 | ) |       |   | (287.2 | )
|                                 |                  |                                                        |       |                    |      |        |       |         |      |   |      |   |      |   |       |  
|Ending net assets, June 30th     |                  | $                                                      | 869   |                    |      | $      | 1,523 |         |      | $ | (654 | ) |      |   | (42.9 | )
|Canadian Funds net assets:      |                  | $                                                      | 1,416 |                    |      | $      | 2,089 |         |      | $ | (673 | ) |      |   | (32.2 | )
|Premier Funds net assets:       |                  | $                                                      | 47    |                    |      | $      | 35    |         |      | $ | 12   |   |      |   | 34.3  |  

Ivy International Fund continues to represent a significant portion of the
assets under management and the underlying net redemption activity. The
following chart reflects this concentration:

(in millions, except percentages)

|                                                          |                                            |   |                      |      |         |   |       |      |   |   |      |   |  |  |       |   | 
|--------------------------------------------------------- | ------------------------------------------ | - | -------------------- | ---- | ------- | - | ----- | ---- | - | - | ---- | - |  |  | ----- | - | 
|                                                          |                                            |   | For the Three Months |      |         |   |       |      |   |   |     
|                                                          |                                            |   | ended June 30,       |      | Changes
|                                                          |                                            |   |                      |      |        
|                                                          |                                            |   | 2002                 |      | 2001    |   | $     |      | %
|                                                          |                                            |   |                      |      |         |   |       |      |  
|U.S. Funds net assets                                    |                                            | $ | 869                  |      |         | $ | 1,523 |      |   | $ | (654 | ) |  |  | (42.9 | )
|Ivy International Funds net assets                       |                                            |   | 313                  |      |         |   | 681   |      |   |   | (368 | ) |  |  | (54.0 | )
|                                                          | as a percentage of U.S. Funds net assets  |   |                      | 36.0 | %       |   |       | 44.7 | % |   |      |   |  |  |       |   | 
|U.S. Funds sales                                         |                                            | $ | 55                   |      |         | $ | 155   |      |   | $ | (100 | ) |  |  | (64.5 | )
|Ivy International Funds sales                            |                                            |   | 22                   |      |         |   | 75    |      |   |   | (53  | ) |  |  | (70.7 | )
|                                                          | as a percentage of U.S. Funds sales       |   |                      | 40.0 | %       |   |       | 48.4 | % |   |      |   |  |  |       |   | 
|U.S. Funds redemptions                                   |                                            | $ | 118                  |      |         | $ | 258   |      |   | $ | (140 | ) |  |  | (54.3 | )
|Ivy International Funds redemptions                      |                                            |   | 56                   |      |         |   | 141   |      |   |   | (85  | ) |  |  | (60.3 | )
|                                                          | as a percentage of U.S. Funds redemptions |   |                      | 47.5 | %       |   |       | 54.7 | % |   |      |   |  |  |       |   | 
|Net sales/ (redemptions) excluding Ivy International Fund |                                            | $ | (29                  | )    |         | $ | (37   | )    |   | $ | 8    |   |  |  | (21.6 | )

11



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Revenues

As described in further detail below, total revenues decreased by 41% for the
three-month period ended June 30, 2002 as compared to the three-month period
ended June 30, 2001.

Management fees decreased 44% for the three-month period ended June 30, 2002 as
compared to the three-month period ended June 30, 2001 as a result of the
decrease in the U.S. Funds net assets under management.

Sub-advisory fees from the Canadian Funds decreased 15% for the three-month
period ended June 30, 2002 as compared to the three-month period ended June 30,
2001 as a result of the decrease in the average net assets of the Canadian
Funds.

12b-1 Service and Distribution fees decreased 40% for the three-month period
ended June 30, 2002 as compared to the three-month period ended June 30, 2001
due to the decrease in the U.S. Funds net assets under management.

Administrative service, fund accounting and transfer agent fees collectively
decreased 66% for the three-month period ended June 30, 2002 as compared to the
three-month period ended June 30, 2001 due to a decline in net assets under
management and the outsourcing of the Companys internal transfer agency as of
June 30, 2001.

For the three-month period ended June 30, 2002 as compared to the three-month
period ended June 30, 2001, underwriting fees have been consistent due to
comparable Class A share sales and redemption fees have decreased 43% due to a
decrease in redemptions of Class B and C shares.

Interest, dividends and other revenue decreased 59% for the three-month period
ended June 30, 2002 compared to the three-month period ended June 30, 2001 due
to a decrease in investment income earned as a result of declining interest
rates.

Expenses

As described in further detail below, total operating expenses for the
three-month period ended June 30, 2002 decreased 27% compared to the
three-month period ended June 30, 2001.

Sales literature, advertising and promotion decreased 64% for the three-month
period ended June 30, 2002 compared to the three-month period ended June 30,
2001 due to a re-focused and reduced marketing plan.

12b-1 Service fees paid to broker/dealers decreased 41% for the three-month
period ended June 30, 2002 compared to the three-month period ended June 30,
2001 due to the decrease in net assets under management.

12



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##### Table of Contents



Employee compensation and benefits decreased 16% for the three-month period
ended June 30, 2002 compared to the three-month period ended June 30, 2001.
The decrease is due to an overall decrease in the number of employees as of
June 30, 2002, which has decreased 15% from 89 at June 30, 2001, to 76 at June
30, 2002.

Amortization of deferred selling commissions decreased 45% for the three-month
period ended June 30, 2002 compared to the three-month period ended June 30,
2001 due to lower Class B and C share asset base as a result of Class B and C
share sale and redemption activity.

General and administrative expenses decreased 39% for the three-month period
ended June 30, 2002 compared to the three-month period ended June 30, 2001.
The decrease was attributable to the general cost savings realized as a result
of the 2001 restructuring, specifically the outsourcing of the transfer agency
operations.

Occupancy and equipment rental decreased 19% for the three-month period ended
June 30, 2002 compared to the three-month period ended June 30, 2001. The
decrease is due to the portion of the current fiscal year occupancy expense
that was accrued as part of the restructuring charge recorded in fiscal year
2001. Excluding the impact of the restructuring charge, occupancy and
equipment rental expenses would have been comparative quarter to quarter.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and capital resources are primarily derived from the operating cash
flows received by the Company from managing and providing investment advisory
services to the U.S. Funds and from providing sub-advisory services to the
Canadian Funds. The Company manages its resources to ensure the availability
of sufficient cash flows to meet all of its financial commitments. The Company
believes the cash and cash equivalents at June 30, 2002 will be sufficient to
meet working capital requirements and required capital expenditures for at
least the next twelve months.

The Companys cash and cash equivalents decreased by $1,331,000 for the
three-month period ended June 30, 2002. The decrease resulted from: (1) cash
used in operating activities of $1,303,000, primarily related to reductions in
accounts payable, accrued expenses and other liabilities, including
restructuring costs, and (2) cash used in investing activities of $28,000,
primarily related to purchases of property and equipment.

The payment of deferred selling commissions to broker/dealers was approximately
$164,000 for the three-month period ended June 30, 2002 as compared to
approximately $195,000 for the three-month period ended June 30, 2001. The
decrease reflects a decline in Class B and C fund share sales during the
three-month period ended June 30, 2002. Commission payments made during the
three-month periods ended June 30, 2002 and 2001 were funded internally from
operations.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Competition

The financial services industry is highly competitive and has increasingly
become a global industry. There are numerous open-end investment companies of
varying sizes, investment policies and objectives whose shares are being
offered to the public in the U.S. Given the large number of competitors in the
U.S., the Company has focused its efforts on becoming an investment specialist
with a worldwide

13



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##### Table of Contents



perspective offering mutual funds with an emphasis on international investing.
With this focus, the Company considers that it has narrowed the competitive
field to a certain extent as it competes primarily with mutual fund managers
that provide specialty mutual funds, such as international funds, to investors.

The Company competes with the financial services and other investment
alternatives offered by stock brokerage and investment banking firms, insurance
companies, banks, savings and loan associations and other financial
institutions. Many of the Companys competitors have substantially greater
resources than the Company. In addition, there has been a trend of
consolidation in the mutual fund industry, which has resulted in stronger
competitors. Such competition could negatively impact the Companys market
share, revenues and results of operations.

Asset Mix

The Companys revenues are derived primarily from investment management
activities. Broadly speaking, the direction and fluctuation in the net assets
of the U.S. Funds, the Canadian Funds, and the Premier Funds (collectively, the
Funds) depend upon two factors: (1) the level of sales of shares of the Funds
as compared to redemptions of the shares of the Funds; and (2) the increase or
decrease in the market value of the securities owned by the Funds. The Company
is subject to an increased risk of volatility from changes in the global equity
markets. Despite this volatility, management believes that in the long run the
Company is more competitive as a result of greater diversity of global
investments available to its customers.

Market values are affected by many things, including the general condition of
national and world economics and the direction and volume of changes in
interest rates and/or inflation rates. Fluctuations in interest rates and in
the yield curve will have an effect on fixed-income net assets under management
as well as on the flow of monies to and from fixed-income funds and, as a
result, will affect the Companys revenues from such funds. The effects of the
foregoing factors on equity funds and fixed-income funds often operate
inversely and it is, therefore, difficult to predict the net effect of any
particular set of conditions on the level of net assets under management.

Certain portions of the Companys managed portfolios are invested in various
securities of corporations located or doing business in developing regions of
the world, commonly known as emerging markets. These portfolios and the
Companys revenues derived from the management of such portfolios are subject
to significant risks of loss from, among other factors, unfavorable political
and diplomatic developments, currency fluctuations, social instability, changes
in governmental policies, expropriation, nationalization, confiscation of
assets and changes in legislation relating to foreign ownership. Foreign
trading markets, particularly in some emerging market countries, are often
smaller, less liquid, less regulated and significantly more volatile.

Investor Sentiment for International Investing

Given the risk associated with investing in foreign and emerging markets,
investors may from time to time be less supportive of investing in
international funds than in U.S. equity or fixed income funds and sales of
those Funds which invest in these areas may decrease.

Regulatory Environment

Virtually all aspects of the Companys business are subject to various federal
and state laws and regulations. The Company and its subsidiaries are
registered with federal and state governmental agencies. These supervisory
agencies have broad administrative powers, including the power to limit or
restrict the Company from carrying on its business if it fails to comply with
applicable laws and

14



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##### Table of Contents



regulations. In the event of non-compliance, the possible sanctions that may
be imposed include suspending individual employees, limiting the Companys
ability to engage in business for specified periods of time, revoking the
investment advisor or broker-dealer registrations and censures and fines.

Absence of Public Trading Market

MFC owns approximately 86% of the issued and outstanding common shares of the
Company as of June 30, 2002. The shares have been thinly traded. Further, the
number of common shares of MIMI held by persons other than MFC is very small by
market standards and this may have an adverse impact on liquidity and trading
of the common shares.




PART II  OTHER INFORMATION




Item 1. Legal Proceedings

There are currently no material legal proceedings pending to which the Company
or any of its subsidiaries is a party or of which any of its property is the
subject. Further, there are no material legal proceedings to which any
director, officer, or affiliate of the Company or any associate thereof is a
party which is adverse to the Company. There are no material administrative or
judicial proceedings pending or known to be contemplated by any governmental
authorities.




Item 2. Changes in Securities and Use of Proceeds

None




Item 3. Defaults Upon Senior Securities

None




Item 4. Submission of Matters to a Vote of Securities Holders

None




Item 5. Other Information

None




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

The following exhibit is filed herewith or incorporated by reference as
indicated below.

|          |  |                                                             |  |                                      
|--------- |  | ----------------------------------------------------------- |  | -------------------------------------
|Exhibit # |  | Description                                                 |  | Document if Incorporated by Reference
|          |  |                                                             |  |                                      
|10.31.1   |  | Amendment to Change in Control Agreement -
Tom Bracco       |  | Exhibit 10.31.1 filed herewith       
|         
|10.33.1   |  | Amendment to Change in Control Agreement -
Keith J. Carlson |  | Exhibit 10.33.1 filed herewith       

15



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##### Table of Contents



(b)  Reports on Form 8-K:



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Shortly after the close of the quarter ended June 30, 2002 the Company
filed the following Current Reports on Form 8-K:



| | 1. |  | On August 2, 2002, the
Company flied a Form 8-K under Item 5 announcing a change
to the date and time of its Annual Meeting of
Shareholders from Thursday, September 12, 2002 at 10:00 a.m.
to Wednesday, September 25, 2002 at 9:00 a.m.                                                                                                                                                                                
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | On July 9, 2002, the Company filed a Form 8-K under Item 5
announcing its financial results for the fourth quarter and year
ended March 31, 2002. In addition, the Company restated their
results of operations and the corresponding statements of financial
condition for each of the years ended March 31, 1999 through March
31, 2001 and the quarters ended June 30, 2001, September 30, 2001
and December 31, 2001.
|
| | 3. |  | On July 8, 2002, the Company filed a Form 8-K under Item 5
announcing the declaration of a dividend of U.S. $0.01 per share to
shareholders of record on July 18, 2002 with a payable date of July
26, 2002.                                                                                                                                                                                                             




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

|                                        |  |                                            |  |               
|--------------------------------------- |  | ------------------------------------------ |  | --------------
|Name                                    |  | Capacity                                   |  | Date          
|                                        |  |                                            |  |               
|                                        |  |                                            |  |               
|                                       
|/s/  KEITH J. CARLSONKeith J. Carlson   |  | President and
Chief Executive Officer      |  | August 9, 2002
|                                       
|                                        |  |                                            |  |               
|                                       
|/s/  BEVERLY YANOWITCHBeverly Yanowitch |  | Vice President and
Chief Financial Officer |  | August 9, 2002

16