SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended:March 31, 2003
Commission File Number: 000-32201
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Signature Horizons Group, Inc. (Exact Name of Registrant as specified in its charter | | |
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Delaware | | 95-4735254 |
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(State or other jurisdiction of incorporation or organization | | (I.R.S. Employer Identification No.) |
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3480 Preston Ridge Road, Suite 500 Alpharetta, GA | | 30005 |
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Address of Principal executive offices of Incorporation or organization | | Zip Code |
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770-343-8196 Registrants telephone number, including area code | | |
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(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 and 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 last 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as to the latest practical date.
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CLASS | | No. of shares Outstanding on June 6, 2003 |
Common Stock | | | 40,971,776 | |
Par Value $.0001 | | | | |
Per share | | | | |
LUMMI DEVELOPMENT, INC.
TABLE OF CONTENTS
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PART I | | FINANCIAL INFORMATION | | | | |
Item 1. | | Financial Statements: | | | | |
| | | | Condensed Consolidated Balance Sheets at March 31, 2003 (unaudited) and December 31, 2002 | | | 1 | |
| | | | Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 | | | 2 | |
| | | | Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 | | | 3 | |
| | | | Statement of Changes in Stockholders’ equity for the period from November 22, 1999 to March 31, 2003 (unaudited) | | | 4 | |
| | | | Notes to Financial Statements (unaudited) | | | 5 | |
Item 2. | | Management’s Discussion and Plan of Operation | | | 8 | |
Item 3. | | Controls and Procedures | | | | |
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PART II | | OTHER INFORMATION | | | | |
Item 1. | | Legal Proceedings | | | 8 | |
Item 2. | | Changes in Securities and Use of Proceeds | | | 8 | |
Item 3. | | Defaults Upon Senior Securities | | | 10 | |
Item 4. | | Submission of Matters to a Vote of Security Holders | | | 10 | |
Item 5. | | Other Information | | | 10 | |
Item 6. | | Exhibits and Reports on Form 8-K | | | 10 | |
SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
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| | | | March 31, | | December 31, |
| | | | 2003 | | 2002 |
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| | | | (unaudited) | | | | |
ASSETS | | | | | | | | |
Current Assets | | | | | | | | |
| Cash | | $ | 131 | | | $ | 459,580 | |
| Accounts receivable-related parties | | | 22,341 | | | | 18,869 | |
| Prepaid expenses | | | 747,498 | | | | 978,392 | |
| Undeveloped land held for sale | | | 11,374,794 | | | | 11,314,794 | |
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| | TOTAL CURRENT ASSETS | | | 12,144,764 | | | | 12,771,635 | |
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Equipment, at cost, net of accumulated depreciation | | | 10,419 | | | | 12,408 | |
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Other Assets | | | | | | | | |
| Preacquisition real estate costs | | | 1,457 | | | | 11,457 | |
| Escrow-real estate | | | 675,000 | | | | 675,000 | |
| Deferred finance charges | | | 304,516 | | | | 481,259 | |
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| | | 980,973 | | | | 1,167,716 | |
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| | $ | 13,136,156 | | | $ | 13,951,759 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities | | | | | | | | |
| Notes payable | | $ | 11,731,881 | | | $ | 11,884,382 | |
| Accounts payable | | | 706,274 | | | | 637,052 | |
| Delinquent payroll taxes | | | 1,204,441 | | | | 670,853 | |
| Related party advances | | | 42,489 | | | | 168,674 | |
| Liquidating damages on notes payable | | | 679,000 | | | | 499,000 | |
| Other accrued liabilities | | | 493,014 | | | | 306,786 | |
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| | TOTAL CURRENT LIABILITIES | | | 14,857,098 | | | | 14,166,747 | |
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Commitments and Contingencies | | | | | | | | |
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Stockholders’ Equity | | | | | | | | |
| Preferred stock, $.0001 par value; 20,000,000 shares authorized; none issued or outstanding | | | — | | | | — | |
| Common stock, $.0001 par value | | | 3,997 | | | | 2,685 | |
| Paid in capital | | | 10,122,040 | | | | 8,523,297 | |
| (Deficit) accumulated during the development stage | | | (11,689,679 | ) | | | (8,583,670 | ) |
| Treasury stock, 3,140,000 shares | | | (157,300 | ) | | | (157,300 | ) |
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| | TOTAL STOCKHOLDERS’ EQUITY | | | (1,720,942 | ) | | | (214,988 | ) |
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| | $ | 13,136,156 | | | $ | 13,951,759 | |
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The accompanying notes are an integral part of these financial statements
SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS)
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| | | | | | | | | | | November 22, |
| | | | | | | | | | | 1999 |
| | | Three Months Ended | | (Inception) |
| | | March 31, | | through |
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| | March 31, |
| | | 2003 | | 2002 | | 2003 |
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Revenues | | $ | 5,568 | | | $ | — | | | $ | 8,021 | |
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Costs and Expenses | | | | | | | | | | | | |
| General and administrative expenses | | | 2,433,492 | | | | 350,229 | | | | 7,996,381 | |
| Consulting- related parties | | | | | | | | | | | 322,512 | |
| Depreciation and amortization | | | 118,729 | | | | | | | | 161,711 | |
| Loss on abandonment of preacquisition costs, deposits and advances | | | | | | | | | | | 1,202,696 | |
| Unrecoverable advances to affiliate | | | | | | | 10,930 | | | | 146,955 | |
| Loan fees and interest | | | 379,356 | | | | 75,000 | | | | 971,444 | |
| Liquidating damages on notes payable | | | 180,000 | | | | | | | | 679,000 | |
| Realized loss on sale of securities to related party | | | | | | | | | | | 217,000 | |
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| | | 3,111,576 | | | | 436,160 | | | | 11,697,699 | |
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Net (Loss) | | | (3,106,009 | ) | | | (436,160 | ) | | | (11,689,679 | ) |
Other Comprehensive income (loss) | | | | | | | | | | | | |
Unrealized holding gain (loss) on available-for-sale securities | | | | | | | 42,500 | | | | (217,000 | ) |
Sale of available-for-sale- securities in September 2002, to related party | | | | | | | | | | | 217,000 | |
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Comprehensive (loss) | | $ | (3,106,009 | ) | | $ | (393,660 | ) | | $ | (11,689,679 | ) |
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(Loss) per share: | | $ | (0.09 | ) | | $ | (0.32 | ) | | | | |
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Weighted average number of shares outstanding | | | 33,072,711 | | | | 1,357,428 | | | | | |
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The accompanying notes are an integral part of these financial statements
2
SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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| | | | | | | | | | | | | | November 22, |
| | | | | | | | | | | | | | 1999 |
| | | | | | Three Months Ended | | (Inception) |
| | | | | | March 31, | | through |
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| | March 31, |
| | | | | | 2003 | | 2002 | | 2003 |
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| OPERATING ACTIVITIES | | | | | | | | | | | | |
| | | Net (loss) from operations | | $ | (3,106,009 | ) | | $ | (436,160 | ) | | $ | (11,689,679 | ) |
| | | Adjustments to reconcile net (loss) to net cash used by operating activities: | | | | | | | | | | | | |
| | | | Depreciation and amortization | | | 118,729 | | | | | | | | 161,711 | |
| | | | Issuance of common stock for services | | | 1,600,055 | | | | | | | | 2,871,538 | |
| | | | Cancellation of common stock for services | | | — | | | | | | | | (54,909 | ) |
| | | | Operating expenses provided by notes payable | | | — | | | | | | | | 297,167 | |
| | | | Realized loss on securities | | | — | | | | | | | | 217,000 | |
| | | | Increase in accounts receivable | | | (3,472 | ) | | | | | | | (22,341 | ) |
| | | | Decrease in prepaid expenses | | | 230,894 | | | | | | | | 224,752 | |
| | | | Increase in payroll taxes payable | | | 533,588 | | | | | | | | 1,204,439 | |
| | | | Increase in liquidating damages | | | 180,000 | | | | | | | | 679,000 | |
| | | | Increase in accrued liabilities | | | 186,228 | | | | | | | | 493,015 | |
| | | | Increase in accounts payable | | | 69,226 | | | | | | | | 579,281 | |
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| | | | Net Cash Flows (To) Operating Activities | | | (190,761 | ) | | | (436,160 | ) | | | (5,039,025 | ) |
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| INVESTING ACTIVITIES | | | | | | | | | | | | |
| | | (Increase) decrease in preacquisition real estate costs | | | 10,000 | | | | (100 | ) | | | (5,602 | ) |
| | | Increase in real estate escrows | | | — | | | | | | | | (675,000 | ) |
| | | Purchase of equipment | | | — | | | | | | | | (13,734 | ) |
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| | | | Net Cash Flows From (To) Investing Activities | | | 10,000 | | | | (100 | ) | | | (694,336 | ) |
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| FINANCING ACTIVITIES | | | | | | | | | | | | |
| | | Proceeds from sale of common stock | | | — | | | | | | | | 2,069,668 | |
| | | Purchase of outstanding common stock | | | — | | | | | | | | (600,000 | ) |
| | | Increase in notes payable | | | — | | | | 267,000 | | | | 4,415,838 | |
| | | Repayment of notes payable | | | (152,501 | ) | | | | | | | (194,501 | ) |
| | | Increase (decrease) in related party loans | | | (126,187 | ) | | | 166,298 | | | | 42,487 | |
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| | | | Net Cash Flows From Financing Activities | | | (278,688 | ) | | | 433,298 | | | | 5,733,492 | |
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| | | | NET INCREASE (DECREASE) IN CASH | | | (459,449 | ) | | | (2,962 | ) | | | 131 | |
| | | | CASH, BEGINNING OF PERIOD | | | 459,580 | | | | 3,490 | | | | — | |
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| | | | CASH, END OF PERIOD | | $ | 131 | | | $ | 528 | | | $ | 131 | |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES: | | | | | | | | | | | | |
| | Disposition of available-for-sale securities for common stock | | $ | 150,000 | | | | | | | $ | — | |
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| | Acquisition of undeveloped real estate, prepaid interest, and deferred charges provided by notes payable | | $ | — | | | $ | — | | | $ | 6,845,287 | |
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| | Unrealized holding gain (loss) on available-for-sale securities | | $ | — | | | $ | 42,500 | | | $ | — | |
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| | Increase in accounts payable for treasury stock | | $ | — | | | $ | — | | | $ | 157,000 | |
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| | Stock issued for real estate acquisitions | | $ | — | | | $ | — | | | $ | 5,622,437 | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | | |
| | Interest paid during the period | | $ | — | | | $ | — | | | $ | 190,814 | |
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The accompanying notes are an integral part of these financial statements
3
SIGNATURE HORIZONS GROUP, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
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| | | | | | | | | | | | | | | | | | | | | (DEFICIT) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | ACCUMULATED | | ACCUMULATED | | | | | | | | | | | | |
| | | | | COMMON STOCK | | | | | | OTHER | | DURING THE | | TREASURY STOCK | | | | |
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| | PAID-IN | | COMPREHENSIVE | | DEVELOPMENT | |
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| | | | | SHARES | | AMOUNT | | CAPITAL | | (LOSS) | | STAGE | | SHARES | | AMOUNT | | TOTAL |
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BALANCE, AT INCEPTION | | | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | | $ | — | | | $ | — | |
Issuance of stock July 15, 2000, for: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| | Cash @ $4.12 per share | | | 75,000 | | | | 8 | | | | 309,161 | | | | | | | | | | | | | | | | | | | | 309,169 | |
| | Acquisition of securities @ $13.76 per share | | | 26,667 | | | | 3 | | | | 366,997 | | | | | | | | | | | | | | | | | | | | 367,000 | |
| | Services @ $30 per share | | | 867 | | | | 0 | | | | 26,000 | | | | | | | | | | | | | | | | | | | | 26,000 | |
Proceeds from sale of common stock, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| | September 30, 2000, @ $24 per share | | | 5,000 | | | | 1 | | | | 119,999 | | | | | | | | | | | | | | | | | | | | 120,000 | |
Contributed services | | | | | | | | | | | 166,000 | | | | | | | | | | | | | | | | | | | | 166,000 | |
Net (loss) for the year | | | | | | | | | | | | | | | (117,000 | ) | | | (502,404 | ) | | | — | | | | — | | | | (619,404 | ) |
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BALANCE, DECEMBER 31, 2000 | | | 107,533 | | | | 11 | | | | 988,158 | | | | (117,000 | ) | | | (502,404 | ) | | | — | | | | — | | | | 368,765 | |
Issuance of common stock for cash: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31,@ $2.88 per share | | | 867 | | | | 0 | | | | 2,500 | | | | | | | | | | | | | | | | | | | | 2,500 | |
| | June 30,@ $2.69 per share | | | 3,717 | | | | 0 | | | | 10,000 | | | | | | | | | | | | | | | | | | | | 10,000 | |
| | June 30,@ $7.50 per share | | | 6,667 | | | | 1 | | | | 49,999 | | | | | | | | | | | | | | | | | | | | 50,000 | |
| | August 15,@ $12.50 per share | | | 20,000 | | | | 2 | | | | 249,998 | | | | | | | | | | | | | | | | | | | | 250,000 | |
| | October 15,@ $1.67 per share | | | 30,000 | | | | 3 | | | | 49,997 | | | | | | | | | | | | | | | | | | | | 50,000 | |
| | October 31,@ $5.00 per share | | | 10,000 | | | | 1 | | | | 49,999 | | | | | | | | | | | | | | | | | | | | 50,000 | |
| | December 5, @ $2.55 per share | | | 39,412 | | | | 4 | | | | 100,496 | | | | | | | | | | | | | | | | | | | | 100,500 | |
| | December 5, @ $1.28 per share | | | 29,333 | | | | 3 | | | | 37,497 | | | | | | | | | | | | | | | | | | | | 37,500 | |
| | December 5, @ $15.00 per share | | | 1,333 | | | | 0 | | | | 20,000 | | | | | | | | | | | | | | | | | | | | 20,000 | |
| | December 24,@ $17.14 per share | | | 11,667 | | | | 1 | | | | 199,999 | | | | | | | | | | | | | | | | | | | | 200,000 | |
Issuance of common stock for services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| January 31, 2001,@ $.30 per share | | | 964,567 | | | | 96 | | | | 289,274 | | | | | | | | | | | | | | | | | | | | 289,370 | |
| December 19,@ $.30 per share | | | 13,333 | | | | 1 | | | | 3,999 | | | | | | | | | | | | | | | | | | | | 4,000 | |
| December 31,@ $.30 per share | | | 26,667 | | | | 3 | | | | 7,997 | | | | | | | | | | | | | | | | | | | | 8,000 | |
Preacquisition issuance of common stock: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31,@ $.03 per share | | | 92,333 | | | | 9 | | | | 2,761 | | | | | | | | | | | | | | | | | | | | 2,770 | |
Contributed services | | | | | | | | | | | 184,888 | | | | | | | | | | | | | | | | | | | | 184,888 | |
Net (loss) for the year | | | | | | | | | | | | | | | (107,500 | ) | | | (1,494,203 | ) | | | — | | | | — | | | | (1,601,703 | ) |
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BALANCE, DECEMBER 31, 2001 | | | 1,357,428 | | | | 136 | | | | 2,247,561 | | | | (224,500 | ) | | | (1,996,607 | ) | | | — | | | | — | | | | 26,590 | |
Issuance of shares for services on July 31, 2002 at $.03 per share | | | 14,604,858 | | | | 1,460 | | | | 436,685 | | | | | | | | | | | | | | | | | | | | 438,145 | |
Issuance of shares for cash @ $60 per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | August 15, 2002 | | | 2,000 | | | | 0 | | | | 120,000 | | | | | | | | | | | | | | | | | | | | 120,000 | |
| | August 31, 2002 | | | 417 | | | | 0 | | | | 25,000 | | | | | | | | | | | | | | | | | | | | 25,000 | |
| | September 30, 2002 | | | 5,958 | | | | 1 | | | | 357,499 | | | | | | | | | | | | | | | | | | | | 357,500 | |
Issuance of shares for undeveloped real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| | July 3, 2002, @ $12 per share | | | 33,056 | | | | 3 | | | | 396,664 | | | | | | | | | | | | | | | | | | | | 396,667 | |
| | September 23, 2002, @ $36 per share | | | 145,083 | | | | 15 | | | | 5,222,985 | | | | | | | | | | | | | | | | | | | | 5,223,000 | |
Purchase and cancellation of outstanding - shares of the Company on September 30, 2002: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | at $9.30 per share from related party | | | (16,133 | ) | | | (2 | ) | | | (149,998 | ) | | | | | | | | | | | | | | | | | | | (150,000 | ) |
| | | at $1.50 per share from related party | | | (400,000 | ) | | | (40 | ) | | | (599,960 | ) | | | | | | | | | | | | | | | | | | | (600,000 | ) |
Cancellation of shares originally issued at $ .30 for services in January 2001 | | | (30,267 | ) | | | (3 | ) | | | (9,077 | ) | | | | | | | | | | | | | | | | | | | (9,080 | ) |
Proceeds from sale of common stock at $1.25 October 15, 2002 | | | 270,000 | | | | 27 | | | | 337,473 | | | | | | | | | | | | | | | | | | | | 337,500 | |
Recapitalization October 28, 2002 | | | 9,062,000 | | | | 906 | | | | (906 | ) | | | | | | | | | | | | | | | | | | | — | |
Proceeds from sale of common stock at $1.00 December 28, 2002 | | | 30,000 | | | | 3 | | | | 29,997 | | | | | | | | | | | | | | | | | | | | 30,000 | |
Issuance of shares for services November 26, 2002 at $.50 | | | 310,165 | | | | 31 | | | | 155,050 | | | | | | | | | | | | | | | | | | | | 155,081 | |
Issuance of shares for collateral for loan on December 28, 2002 at $1.00 | | | 3,000,000 | | | | 300 | | | | | | | | | | | | | | | | 3,000,000 | | | | (300 | ) | | | — | |
Cancellation of shares originally issued at $ .03 for services in July 2002 | | | (1,527,643 | ) | | | (153 | ) | | | (45,677 | ) | | | | | | | | | | | | | | | | | | | (45,829 | ) |
Purchase of shares for stock exchange dissenters’ for the treasury 30,000 at $.40 | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | (12,000 | ) | | | (12,000 | ) |
| | 10,000 at $2.00 | | | | | | | | | | | | | | | | | | | | | | | 10,000 | | | | (20,000 | ) | | | (20,000 | ) |
| | 100,000 at $1.25 | | | | | | | | | | | | | | | | | | | | | | | 100,000 | | | | (125,000 | ) | | | (125,000 | ) |
Contributed services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | | | | | | | | | | | | | 7,500 | | | | | | | | | | | | | | | | 7,500 | |
Net (loss) for the year | | | | | | | | | | | | | | | 217,000 | | | | (6,587,063 | ) | | | | | | | | | | | (6,370,063 | ) |
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BALANCE, DECEMBER 31, 2002 | | | 26,846,922 | | | | 2,685 | | | | 8,523,297 | | | | — | | | | (8,583,670 | ) | | | 3,140,000 | | | | (157,300 | ) | | | (214,988 | ) |
| (unaudited) Shares issued for Services on: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
January 8, 2003 @ $.33 per share | | | 530,000 | | | | 53 | | | | 174,847 | | | | | | | | | | | | | | | | | | | | 174,900 | |
February 21, 2003 @ $.20 per share | | | 4,492,517 | | | | 449 | | | | 898,054 | | | | | | | | | | | | | | | | | | | | 898,503 | |
March 21, 2003 @ $.065 per share | | | 8,102,333 | | | | 810 | | | | 525,841 | | | | | | | | | | | | | | | | | | | | 526,652 | |
Net (loss) for the quarter ended March 31, 2003 | | | | | | | | | | | | | | | | | | | (3,106,009 | ) | | | | | | | | | | | (3,106,009 | ) |
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BALANCE, March 31, 2003 (unaudited) | | | 39,971,772 | | | $ | 3,997 | | | $ | 10,122,040 | | | $ | — | | | $ | (11,689,679 | ) | | $ | 3,140,000 | | | $ | (157,300 | ) | | $ | (1,720,942 | ) |
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The accompanying notes are an integral part of these financial statements
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NOTES TO FINANCIAL STATEMENTS (unaudited)
Note 1. Basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of March 31, 2003, and the results of its operations and cash flows for the three months ended March 31, 2003 and 2002 have been included. Operating results for the three months ended March 31, 2003, are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.
These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Form 10-KSB for the year ended December 31, 2002.
Note 2. Liquidating Damages on Notes Payable
The Company recorded liquidating damages on two notes payable as of December 31, 2002. The Company is optimistic that such penalties will be avoided. If avoided the previously recorded penalties and those accruing in 2003 would be treated as debt forgiveness.
Note 3. Compensation
In addition to the two employment agreements with officers of the Company, which provided for aggregate monthly compensation of $42,000, the Board of Directors approved in the first quarter of 2003, the issuance of restricted common stock of the Company valued at approximately $1,322,000, as additional compensation to them, including the payment of all related withholding payroll taxes.
Note 4. Past Due Status of Creditors
The majority of accounts payable, and debt service on notes payable are past due based on their terms of payment. The Company has no available cash and is totally dependent on loans or the sale of existing properties to sustain its existence.
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Note 5. Litigation
Palm Springs Real Estate
On March 21, 2003, a complaint was filed in Sparkasse Aschaffenburg-Alzenau v. Silver State Funding, Ltd., Libuse Hornak, Charles McLaughlin, Bobbee Lou McLaughlin and Signature Horizons, Inc. in the United States District Court, Central Division of California – Riverside Division (Case No. EDCV 03-0326 VAP (SGLX)) alleging that Ms. Hornak lacked the proper authority to transfer the Palm Springs properties to the Company. The plaintiff has prayed for equitable relief against the Company and other defendants, including that the transfer of the property to the Company be set aside.
On March 6, 2003, a complaint was filed in Lee Simpson, Carl G. Nielsen and William C. Dixon v. Signature Horizons, Inc., Ronald A. Potts, and Charles McLaughlin in the Superior Court of California, County of San Bernardino (Case No. MCV05213) alleging various causes of action against the defendants in connection with the Company’s purchase of the Palm Springs property. Plaintiffs pray for damages in the amount of $474,000 for compensation allegedly owed. No liability has been recorded for this claim. Management believes there are major defenses to this litigation in addition to the option of returning the property.
Individual
On April 16, 2003, a complaint was filed in Martha Jarvis v. Signature Horizons, Inc. in the State Court of Fulton County, State of Georgia (Case No. 03VS049075G) alleging general indebtedness to her by the Company, including sums allegedly due under an unexecuted settlement agreement, and indebtedness due to her by a shareholder of the Company. The amount of damages prayed by Plaintiff against the Company are $181,833. Plaintiff also prays for damages in the amount of $50,000 against a shareholder of the Company. No liability has been recorded for this claim.
The Company has filed a number of substantial counter claims and believes any settlement will not have a material affect on the Company.
The Company is engaged in various other litigation matters from time to time in the ordinary course of business.
Note 6. Loss of Escrow Deposit
The Company’s $500,000 on deposit in connection with the purchase of the assets of Sea Trails Corporation for 45 million dollars, became nonrefundable after 30 days, and was lost in April 2003, due to the expiration of the extended purchase agreement. The Company is attempting to renegotiate this acquisition.
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ITEM 2. PLAN OF OPERATION
Development will be targeted at geographical and revenue diversified golf resorts with gated residential country club communities for both permanent and second home purchases with practical and inventive residential and commercial real estate developments complimented by added services. The business plan is not to acquire assets primarily for capital gain through sale in the short term. Rather, the policy is to acquire assets with the intention to hold the asset long term unless an imminent sale is strongly accretive and warrants consideration. The company will own, develop and manage through Signature Horizons, Inc., its wholly owned subsidiary, golf community residential and commercial resort real estate and neighborhood retail shopping centers in staged expansion by utilizing senior securities, offering securities in exchange for property, placing acquisition and development debt instruments and by engaging in the purchase and sale or turnover of investments and land.
Signature expects to minimize capital requirements by structuring joint ventures to minimize land cost and place equity partners in certain developments therein, building an asset-based portfolio, while minimizing the risk of the traditional leveraged real estate developments. Signature expects to create predictable, recurring long-term revenue streams from lot sales, home sales, commercial parcel sales, lease property management services and general resort and golf course operations.
Additionally, the Company has sought to reduce its costs and sell all its non-performing assets of raw land to have available funds for working capital. The Joe Creek and Plum Creek land parcels have been sold and the Wisconsin-Dell property is actively listed for sale. The Company has also terminated numerous consulting agreements and will continue to do so to reduce operating costs. As a result of the resignation of Ronald A. Potts as President of the Company, on May 1, 2003, compensation expenses have been further reduced. Since inception, the Company has issued almost 16 million shares of common stock for services in lieu of cash payments of approximately $865,000, and reduced its number of employees since December 31, 2002. In addition, the Company does not expect to renew its current lease for its office space upon its expiration in October 2003, and intends to lease smaller, less expensive office space.
Liquidity and Capital Resources
Signature’s operations currently do not generate cash flow and are not expected to do so during 2003. As a result Signature has been and remains dependent upon raising funds through the issuance of equity and placement of debt. In addition, the Company’s former Chief Executive Officer and former Chief Financial Officer have made loans to the Company and have contributed capital to the Company.
Signature anticipates the need for additional capital as it pursues its business strategy. Based on the Company’s current cash outflow, the Company can maintain its current operations for two months without raising any additional capital. The Company is currently seeking financing for proposed real estate acquisitions and working capital, which the Company anticipates receiving in the second quarter of 2003. If the financing is achieved, the Company expects to receive additional capital to maintain its operations for the remainder of 2003. However, Signature is not able to provide any assurances that its current negotiations will result in additional financing.
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Item 3. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for us. Our management, including each of the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In light of our limited accounting staff and limited operations, significant formalized controls and procedures are less practical and cost effective.
Based upon our Certifying Officers’ evaluation of these controls and procedures as of a date within 90 days of the filing of this Quarterly Report, and subject to the limitations noted hereinafter, the Certifying Officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this Quarterly Report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.
At the conclusion of the audit of the consolidated financial statements of the Company for the year ended December 31, 2002, our CEO and CFO met to discuss the results of the audit and to discuss various matters with the Company’s independent accountants. We received a letter from our independent accountants citing our limited staff and absence of an audit committee. In response to these matters the Company intends to form an audit committee to address the concerns presented by the independent accountants. Management and the audit committee will also assess all internal controls, policies and procedures and ensure that all deficiencies cited are properly addressed.
The CEO and CFO Certifications required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 follow the Signatures section of this Quarterly Report. This Controls and Procedures section of the Quarterly Report should be read in conjunction with the Certifications for a more complete understanding of the topics presented.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material changes to the disclosure provided in the Company’s annual report on Form 10-KSB/A for the year ended December 31, 2003.
Item 2. Changes in Securities and Use of Proceeds
In December 2002, the Company issued an aggregate of 305,167 shares of its common stock to nine persons, or their related entities, for various consulting services rendered. The compensation was valued at $152,583 or $0.50 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
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In December 2002, the Company issued 5,000 shares of its common stock to an employee for compensation. The compensation was valued at $2,500 or $0.50 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In January 2003, the Company issued 10,000 shares of its common stock to three employees, a total of 30,000 shares, for compensation. The compensation was valued at $3,300 each or $0.33 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In January 2003, the Company issued an aggregate of 500,000 shares of its common stock to two persons, or their related entities, for various consulting services rendered. The compensation was valued at $165,000 or $0.33 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In February 2003, the Company issued 2,000,000 shares of its common stock to Ronald A. Potts, its Chief Executive Officer, for compensation. The compensation was valued at $400,000 or $0.20 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In February 2003, the Company issued 1,000,000 shares of its common stock to Peggy A. Evans, its Chief Financial Officer, for compensation. The compensation was valued at $200,000 or $0.20 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In February 2003, the Company issued an aggregate of 1,492,517 shares of its common stock to thirteen persons, or their related entities, for various consulting services rendered. The compensation was valued at $298,503 or $0.20 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In March 2003, the Company issued 2,500,000 shares of its common stock to Ronald A. Potts, its Chief Executive Officer, for compensation. The compensation was valued at $162,500 or $0.065 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In March 2003, the Company issued 1,000,000 shares of its common stock to Peggy A. Evans, its Chief Financial Officer, for compensation. The compensation was valued at $65,000 or $0.065 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In March 2003, the Company issued 500,000 shares of its common stock to Lewis Bivens for services as a director. The compensation was valued at $32,500 or $0.065 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
In March 2003, the Company issued 100,000 shares of its common stock to two employees, a total of 200,000 shares, for compensation. The compensation was valued at $6,500 each or $0.065 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
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In March 2003, the Company issued an aggregate of 4,402,333 shares of its common stock to forty-six persons, or their related entities, for various consulting services rendered. The compensation was valued at $286,151 or $0.065 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and have been marked “restricted.”
Item 3. Defaults Upon Senior Securities
The Company’s wholly owned subsidiary, Signature Group, Inc., has a note payable in the principal amount of $950,000 dated as of May 3, 2002, which bears interest at 4% per annum with interest and principal due on November 3, 2002. The Note is secured by a Deed of Trust on undeveloped real property of the Company located in California. As of November 3, 2002, the note was still outstanding and in default, and as a result of the default, the principal has been bearing interest at the default rate of 8.0%. As of the date of this report, the total amount of principal and interest due on the Note is $1,013,122.
Item 4. Submission of Matters to a Vote of Security Holders
On January 14, 2003, the Company’s Board of Directors unanimously authorized an Amendment to the Certificate of Incorporation of the Corporation to effect a name change of the Corporation to Signature Horizons Group, Inc. The amendment was approved by a majority of the Company’s stockholders (12,881,325 shares, or 53% of the shares entitled to vote, voted in favor of the amendment) on February 7, 2003.
The Amendment to the Certificate of Incorporation, which was included as Exhibit A to the Definitive Information Statement on Form 14C filed with the Securities and Exchange Commission on February 19, 2003, was filed with the Delaware Secretary of State on March 12, 2003.
Item 5. Other Information
On May 1, 2003, Ronald A. Potts resigned as President and Chief Execute Officer of the Company and was replaced by Peggy A. Evans. As a result, Ms. Evans resigned as Chief Financial Officer and was replaced by William Bryant.
Item 6. Exhibits and Reports on Form 8-K.
Form 8-K
1. On January 16, 2003, the Company filed a Current Report on From 8-K/A amending the report filed on October 31, 2002 to include information about Signature’s change in accountant that occurred on December 14, 2001 and January 29, 2002.
2. On January 31, 2003, the Company filed a Current Report on From 8-K/A amending the report filed on October 31, 2002, as amended on November 27, 2002 and January 16, 2003, with respect to Signature’s change in accountant.
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Exhibits
| 99.1 | | Certification by Peggy A. Evans, President and Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.2 | | Certification by William Bryant, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 9, 2003.
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| | Lummi Development, Inc., a Delaware corporation |
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| | By: | | /s/ Peggy A. Evans |
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| | Name: Peggy A. Evans Title: President & Chief Executive Officer |
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| | By: | | /s/ William Bryant |
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| | Name: William Bryant Title: Chief Financial and Accounting Officer |
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB of SIGNATURE HORIZONS GROUP, Inc. for the quarter ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Peggy A. Evans, Chief Executive Officer and President of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed this quarterly report on Form 10-QSB of Signature Horizons Group, Inc.;
(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; and
(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 registrant as of, and for, the periods presented in this quarterly report; and
(4) The registrant’s 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 our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
| (a) | | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| (b) | | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. |
(6) The registrant’s 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.
Dated June 9, 2003
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By | | /s/ Peggy A. Evans |
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| | Chief Executive Officer and President, |
| | Chief Operating Officer and Director |
This certification accompanies this Quarterly Report on Form 10-QSB pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-QSB of SIGNATURE HORIZONS GROUP, Inc. for the quarter ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, William Bryant, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed this quarterly report on Form 10-QSB of Signature Horizons Group, Inc.;
(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; and
(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 registrant as of, and for, the periods presented in this quarterly report; and
(4) The registrant’s 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 our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
| (a) | | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| (b) | | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls. |
(6) The registrant’s 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.
Dated June 9, 2003
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By | | /s/ William E. Bryant |
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| | Chief Financial Officer |
This certification accompanies this Quarterly Report on Form 10-QSB pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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