U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter endedMarch 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission File No.0-23920
MPAC Corporation
(Name of Small Business Issuer in its Charter)
Nevada91-2084507
(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No)
1302 Arbutus Street, Vancouver, B.C. Canada, V6J 3W8
(Address of Principal Executive Offices)
(604) 736-7481
Issuer's Telephone Number
(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1) | Yes | X | No | (2) | Yes | X | No |
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:
June 19, 2003
Common - 8,291,518 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report.
Transitional Small Business Issuer Format | Yes | No | X |
INDEX
Part I - Financial Information
Item 1. Financial StatementsPage
Balance Sheets
Statements of Operations
Statements of Cash Flows
Schedule of Expenses
Notes to the Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II - Other Information
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company.
MPAC Corporation
(A Development Stage Company)
Interim Financial Statements
March 31, 2003
(Unaudited)
MPAC CORPORATION
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Stated in US Dollars)
(Unaudited)
MPAC CORPORATION
INTERIM CONSOLIDATED BALANCE SHEETS
March 31, 2003 and September 30, 2002
(Stated in US Dollars)
(Unaudited)
| (Unaudited) | (Audited) |
| March 31, | September 30, |
ASSETS | 2003 | 2002 |
Current |
|
|
Cash and cash equivalents | $ 24,066 | $ 43,769 |
Accounts receivable | 523 | 6,676 |
Investment tax credits receivable | - | 86,920 |
Prepaid expenses and deposits | 610 | 565 |
| 25,199 | 137,930 |
Capital assets | - | 4 |
| $ 25,199 | $ 137,934 |
LIABILITIES | ||
Current |
|
|
Accounts payable and accrued liabilities | $ 231,069 | $ 225,018 |
Current portion of capital lease obligation | - | 6,328 |
Current portion of long-term debt | 2,404 | 2,988 |
Demand loans | 130,784 | 125,099 |
| 364,257 | 359,433 |
Capital lease obligation | - | 2,247 |
Long-term debt | 384,234 | 419,674 |
| 748,491 | 781,354 |
STOCKHOLDERS DEFICIENCY | ||
Stockholders Equity, Note 3 |
|
|
Common stock, unlimited number of authorized shares with no par value: |
|
|
8,291,518 shares issued and outstanding | 8,291 | 8,291 |
Additional paid-in capital | 605,854 | 605,854 |
Shares allotted | 4,370 | 4,370 |
Accumulated deficit | ( 1,341,807) | ( 1,261,935) |
Total stockholders deficiency | ( 723,292) | ( 643,420) |
| $ 25,199 | $ 137,934 |
MPAC CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
for the three and six months ended March 31, 2003 and 2002
(Stated in US Dollars)
(Unaudited)
| Three months ended March 31, | Six months ended March 31, | ||
| 2003 | 2002 | 2003 | 2002 |
Other Income |
|
|
|
|
Sales | $ - | $ 32,591 | $ - | $ 32,591 |
Interest income | - | 23 | 1,362 | 151 |
Other income | - | 6,226 | - | 22,984 |
| - | 38,840 | 1,362 | 55,726 |
Expenses |
|
|
|
|
Amortization | - | 7,566 | - | 15,200 |
Automobile | - | 13 | - | 13 |
Foreign exchange | 8,320 | 1,080 | 8,674 | 1,344 |
General and administrative | 1,816 | 19,372 | 9,343 | 20,549 |
Insurance | - | 252 | - | 537 |
Interest and bank charges | 189 | 453 | 611 | 1,052 |
Interest on long-term debt | 2,897 | 2,743 | 5,685 | 26,092 |
Legal | 4,017 | 20,581 | 12,495 | 31,180 |
Management fees | 4,758 | 33 | 22,885 | 7,453 |
Professional fees | 13,458 | 22,389 | 13,458 | 24,993 |
Rent and property taxes | 2,212 | 14,779 | 4,518 | 27,643 |
Supplies and tools | - | 9,153 | - | 9,302 |
Telephone and utilities | 151 | 757 | 228 | 5,141 |
Transfer agent fees | - | 1,016 | - | 1,016 |
Travel | - | 2,554 | 2,971 | 2,554 |
Wages | - | 1,359 | 366 | 1,882 |
| 37,818 | 104,100 | 81,234 | 175,951 |
Net loss | ( 37,818) | ( 65,260) | ( 79,872) | ( 120,225) |
|
|
|
|
|
Deficit, beginning of period | ( 1,303,989) | ( 880,352) | ( 1,261,935) | ( 825,387) |
Deficit, end of period | $( 1,341,807) | $( 945,612) | $( 1,341,807) | $( 945,612) |
Basic and diluted loss per share | $( 0.00) | $( 0.01) | $( 0.01) | $( 0.02) |
Weighted average number of shares outstanding | 8,291,518 | 7,754,188 | 8,291,518 | 7,754,188 |
MPAC CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three and six months ended March 31, 2003 and 2002
(Stated in US Dollars)
(Unaudited)
| Three months ended March 31, | Six months ended March 31, | ||
| 2003 | 2002 | 2003 | 2002 |
Operating Activities |
|
|
|
|
Net loss for the period | $( 37,818) | $( 5,260) | $( 9,872) | $( 20,225) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
Amortization | - | 7,566 | - | 15,200 |
Investment tax credits | - | - | 86,920 | - |
Consulting, interest and other non-cash items | 2,897 | ( 387) | 5,685 | 36,455 |
Changes in non-cash working capital balances consist of: |
|
|
|
|
Decrease (increase) in accounts receivable | 6,373 | ( 5,272) | 6,153 | ( 4,784) |
Decrease (increase) in prepaid expenses and deposits | ( 42) | 3,174 | ( 45) | 3,460 |
Decrease in inventory | - | 15,071 | - | 15,071 |
Decrease in accounts payable and accrued liabilities | 36,619 | 31,638 | 6,055 | 3,545 |
Net cash provided by (used in) operating activities | 8,029 | ( 13,470) | 24,896 | ( 51,278) |
Financing Activities |
|
|
|
|
Long-term debt repayment | ( 6,702) | ( 1,451) | ( 44,599) | ( 7,343) |
Issue of common shares for cash | - | - | - | 50,000 |
Net cash provided by (used in) financing activities | ( 6,702) | ( 1,451) | ( 44,599) | 42,657 |
Decrease (increase) in cash and cash equivalents | 1,327 | ( 14,921) | ( 19,703) | ( 8,621) |
|
|
|
|
|
Cash and cash equivalents, beginning of period | 22,739 | 54,271 | 43,769 | 47,971 |
Cash and cash equivalents, end of period | $ 24,066 | $ 39,350 | $ 24,066 | $ 39,350 |
Supplemental disclosure of cash flow information: |
|
|
|
|
Cash paid for: |
|
|
|
|
Interest | $ - | $ 453 | $ - | $ 1,052 |
Income taxes | $ - | $ - | $ - | $ - |
MPAC CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF
SHAREHOLDERS EQUITY (CAPITAL DEFICIENCY)
for the year ended September 30, 2002 and for the period ended March 31, 2003
(Stated in US Dollars)
(Unaudited)
|
|
| Additional |
|
|
|
| Common Stock | Paid-in | Shares | Accumulated |
| |
| Shares | Amount | Capital | Allotted | Deficit | Total |
Balance, September 30, 2001 | 7,906,667 | 7,906 | 413,108 | 97,501 | ( 825,387) | ( 306,872) |
Issued for cash at $0.50 | 200,000 | 200 | 99,800 | - | - | 100,000 |
Pursuant to a consulting agreement | 70,000 | 70 | 34,318 | ( 34,388) | - | - |
Pursuant to a debt settlement agreement | 114,851 | 115 | 58,628 | ( 58,743) | - | - |
Net loss for the year ended September 30, 2002 | - | - | - | - | ( 436,548) | ( 436,548) |
| ||||||
Balance, September 30, 2002 | 8,291,518 | 8,291 | 605,854 | 4,370 | ( 1,261,935) | ( 643,420) |
Net loss for the period ended March 31, 2003 | - | - | - | - | ( 79,872) | ( 79,872) |
| ||||||
Balance, March 31, 2003 | 8,291,518 | $ 8,291 | $ 605,854 | $ 4,370 | $( 1,341,807) | $( 723,292) |
| ||||||
MPAC CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Stated in US Dollars)
(Unaudited)
Note 1Interim Reporting
While the information presented in the accompanying interim six months consolidated financial statements is unaudited, it includes all adjustment which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. These interim financial statements follow the same accounting policies and methods of their application as the Companys September 30, 2002 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Companys September 30, 2002 annual financial statements.
Note 2Operations and Going Concern
These financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As at March 31, 2003, the Company has a working capital deficiency of $339,057 and has accumulated losses of $1,341,807 since inception. The Companys ability to continue as a going concern is dependent upon obtaining the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. Due to the seasonality of product sales in the sulphur-based fungicide market, the Company had no sales for the three and six month periods ended March 31, 2003. The Company has no plans to conduct any sales during 2003, but will reassess options in 2004.
Note 3Principal of Consolidation
These interim consolidated financial statements include the accounts of MPAC Corporation and its wholly-owned subsidiary, 805332 Alberta Ltd. ("805332") and its 99.99% owned subsidiary company, Micron Milling & Packaging Ltd. ("Micron"). All intercompany transactions have been eliminated.
Note 4Common Stock
Commitments
On May 5, 2000 the Company allotted, as part of a series of transactions related to the acquisition of Micron, 6,400,000 common shares to be issued on the conversion of 6,400,000 shares of 805332 into common shares of the Company. The common shares may be issued at the request of the owners of the 805332 shares or at the request of the Company and have not been issued to date due to possible Canadian tax consequences to the owners of 805332 shares. The allotment of these common shares has been recorded at a nominal value.
Note 4Common Stock (contd)
Commitments (contd)
On May 5, 2000, the Company allotted 250,000 common shares to be issued as a finder's fee related to the acquisition of Micron. These common shares will be issued when the 805332 shareholders exercise their conversion rights and have been valued on the same basis as the 805332 conversion right at nominal value.
On October 4, 2000, 70,000 common shares were allotted for the future issue to a financing consultant in conjunction with services rendered. These common shares were valued on the basis of this consulting work and cash consideration received by the Company for common shares at the time agreement for the services was reached and were issued when the services were completed.
Note 5Segmented Information
The Company produces its sulphur-based fungicide at plants located in Canada and the United States of America and the sales of this product are primarily in the United States of America. The accounting policies of the operating segment are the same as those policies described in the annual September 30, 2002 financial statements. The Company evaluates the performances of its operating segments based primarily on operating profit.
Note 6Contingencies and Commitments
The company entered into a premises lease agreement with Finnie Holdings Ltd. ("Finnie") on March 1, 2000, pursuant to which the company will be required to pay $31,676 to Finnie if it does not comply with all the covenants, conditions and obligations of the lease. Finnie will waive payment of the $31,676 at the end of the lease if the company complies with all the covenants, conditions and obligations of the lease. The initial lease term was for one year and the lease is renewable on a year to year basis until February 28, 2010. The company did not maintain all its obligations under the lease throughout 2002 and Finnie seized the company's capital assets in November 2002. The company has offered not to contest the seizure of the assets in exchange for the termination of its obligations under the lease.
Orders to cease operations for environmental contamination were issued in 2001 for the premises the company operates from by Alberta Environment and the Town of Crossfield. The Alberta Environment order related to the operations of a previous tenant and it was expected that all costs relating to remedial work will be borne by Finnie. The order from the Town of Crossfield related to the company's operations. The remedial work was completed prior to the year end but the required documentation and inspections have not been completed.
Note 7New Accounting Standards
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This report contains forward-looking statements. The words, "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may", "foresee", and similar expressions are intended to identify forward-looking statements. The following discussion and analysis should be read in conjunction with the Company's Financial Statements and other financial information included elsewhere in this report which contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Companys actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this report.
Overview
We were incorporated under the laws of the State of Nevada on July 18, 1998 for the purpose of raising capital to acquire a processing plant and machinery necessary to undertake production of sulfur-based plant nutrient fertilizers and fungicides. Our subsidiary, Micron, was incorporated under the laws of Alberta on August 20, 1998.
The Company is a development stage company engaged in the business of marketing and selling a sulfur-based fungicide that is used for commercial agricultural purposes. The processing and packaging of our sulfur products is carried out at a third parties facility. Currently our sulfur-based products are sold primarily to the agriculture industry in the state of California. While the Company was successful in obtaining orders for product for delivery during 2003,due to a variety of factors including poor market conditions in California due to weather and a reduction in the amount of wine grapes grown as well as a rise in the price of raw material sulfur, we have chosen not to attempt to contract productions and supply fungicide during the 2003 season. Resumption of production and sales is expected to resume should these factors change in our favor, or should we be successful at locating a suitable merger candidate for production.
In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring operating losses as is normal in development stage companies. As at March 31, 2003, the Company has a working capital deficiency of $339,058 and a capital deficiency of $723,292. These factors raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from related parties and controlling shareholders, and develop a market for its products.
Progress Report from January 1, 2003 to March 31, 2003
Due to the seasonally of product sales and the Companys decision not to proceed with sales this season the Company had no sales for the Quarter ending March 31, 2003.
In 2002 our sulfur products were sold to the California agriculture market under our brand name by using third party sulfur milling and packaging services to produce and package our products in accordance with our specifications. Due to a variety of factors including poor market conditions in California due to weather and a reduction in the amount of wine grapes grown as well as a rise in the price of raw material sulfur, we have chosen not to attempt to contract productions and supply fungicide during the 2003 season.
We are also currently seeking to merge with an operating sulfur mill in order to expand our business. Any merger would likely be by way of a share exchange rather than a cash purchase. Currently we are in early negotiations with a sulfur milling operation in Alberta that has excess capacity in its milling plant. We believe production of our current sulfur products and future products that we are developing, together with our existing sales channels, would be beneficial to a sulfur milling operation with excess capacity in its production facilities. Negotiations are ongoing. No deal has been reached and no agreement has been entered into at this point.
Results of operations for the three months ended March 31, 2003 ("2003") compared to the three months ended March 31, 2002 ("2002").
Sales revenues for the six and three months ended March 31, 2003 were nil as compared to sales of $32,591 for the six and three months ending March 31, 2002 . Expenses for the three months ended March 31, 2003 were $37,818 compared with expenses of $104,100 for the three months ended March 31, 2002. For the six months ended March 31, 2003 expenses were $81,234 compared with expenses of $175,951 for the six months ended March 31, 2002. The drop represents the elimination of costs related to the maintenance of a production facility. Expenses going forward are expected to remain lower than previous periods.
Net loss for the three months ended March 31, 2003 was $37,818 compared to a net loss of $65,260 for the three months ended March 31, 2002. For the six months ended March 31, 2003 loss was $79,872 compared with losses of $120,225 for the six months ended March 31, 2002.
These decreases in the loss relate to the elimination of costs relating to our own production facilities, lower legal and professional fees and lower management expenses.
Current assets at March 31, 2003 totaled $25,199 as compared with the current assets of $137,930 at September 30, 2003. There were no accounts receivable at March 31, 2003. No inventory was held at March 31, 2003. Due to the lack of sales for the season we are unlikely to have either accounts receivable or inventory for the year.
For the three months and six months ended March 31, 2003, there were no capital expenditures. Long Term Debt was reduced to $384,234 at March 31, 2003 compared to $419,674 at September 30, 2002 due to a partial repayment of a loan due to a Director of the company.
To date, we have not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. We expect that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the development and marketing of our product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations. There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.
We do not have any material commitments for capital expenditures as of March 31, 2003.
Critical Accounting Policies:
The Companys discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Companys financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.
The company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability.
The company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the companys trade accounts receivable balances. If the company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. To date no customer balance has been unpaid in the timeframe allowed to customers.
Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
(b) Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.
PART II Other Information
Item 1. Legal Proceedings
We are subject of an order issued in 2001 by Alberta Environment and the Town of Crossfield to cease operations pending remedial work of environmental contamination as a result of actions of a prior tenant. The remedial work has been completed and documentation and inspections necessary for removal of the order have not been completed.
A civil action was commenced in the Supreme Court of British Columbia on February 10, 2003 by D. Bruce Horton, Peter Krag-Hansen, Darcy Higgs and BMD Financial Inc. claiming a total of $175,000 in Canadian currency as repayment of a working capital loan to MPAC Corp. and 805332 Alberta Ltd. Our director, Adam Smith is also named in the action. We are seeking to negotiate a settlement of the claim.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8K
(a) Exhibits
99.1 Certification of Adam Smith, President (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of David Uppal, Director (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K
There were no Forms 8-K filed during the period of this report.
Signatures
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 20, 2003 MPAC Corporation
By: /s/ Adam Smith
Adam Smith, President
(Principal Executive Officer)
By: /s/ Michael Laidlaw
Michael Laidlaw, Director
(Principal Financial Officer)
CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
I, Adam Smith, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of MPAC Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 20, 2003
/s/ Adam Smith
Adam Smith
Chief Executive Officer
CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER
I, Michael Laidlaw, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of MPAC Corporation:
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 20, 2003
/s/ Michael Laidlaw
Michael Laidlaw
Chief Financial Officer
EXHIBIT 99.1
CERTICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of MPAC Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Adam Smith, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
I have reviewed the Report;
based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; and
based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in the Report.
DATED: June 20, 2003
/s/ Adam Smith
Adam Smith
Chief Executive Officer
EXHIBIT 99.2
CERTICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of MPAC Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Laidlaw, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
I have reviewed the Report;
based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; and
based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in the Report.
DATED: June 20, 2003
/s/ Michael Laidlaw
Michael Laidlaw
Chief Financial Officer
