Asconi (ASCD) 10QSB 2003 Q2 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

x Quarterly report under Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended June 30, 2003

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:    000-23712

ASCONI CORPORATION

(Exact name of Small Business Issuer as Specified in Its Charter)

Nevada	91-1395124
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

1211 Semoran Boulevard, Suite 141

Casselberry, Florida 32707

(407) 679-9463

(Address of Principal Executive Offices)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X      No        

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of August 13, 2003
Common Stock, $.001 par value	11,759,135

Transitional Small Business Disclosure Format (check one):    ¨  Yes    x  No

ASCONI CORPORATION

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets— As of June 30, 2003 (unaudited) and December 31, 2002	2
Condensed Consolidated Statements of Income— For the Three and Six Months Ended June 30, 2003 and 2002 (unaudited)	3
Condensed Consolidated Statements of Cash Flow For the Six Months Ended June 30, 2003 and 2002 (unaudited)	4
Notes to Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis or Plan of Operation	6-7
Item 3. Controls and Procedures	8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	9
Item 2. Changes in Securities	9
Item 3. Defaults Upon Senior Securities	9
Item 4. Submission of Matters to Vote of Security Holders	9
Item 5. Other Information	9
Item 6. Exhibits and Reports on Form 8-K	9-10
SIGNATURES	11

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this quarterly report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events.

The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “ plan,” “foresee,” “likely,” “will” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. You should review carefully all information, including the financial statements and the notes to the financial statements included in this quarterly report. The following important factors could affect future results, causing the results to differ materially from those expressed in the forward-looking statements in this quarterly report.

• the timing, impact and other uncertainties related to pending and future acquisitions by us;

• the impact of new technologies;

• changes in laws or rules or regulations of governmental agencies; and

• currency exchange rate fluctuations.

These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements in this quarterly report. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this quarterly report are made only as of the date of this quarterly report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. Investors are advised to consult any further disclosures by us on the subject in our filings with the Securities and Exchange Commission, especially on Forms 10-KSB, 10-QSB and 8-K (if any), in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risk, and certainties or potentially inaccurate assumptions. We cannot assure you that projected results will be achieved.

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PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ASCONI CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002

(UNITED STATES DOLLARS)

ASSETS	June 30, 2003			December 31, 2002
CURRENT ASSETS
Cash and bank balances	$	163,388		$	47,362
Trade receivables		2,421,919			2,260,160
Marketable Securities		101,000			—
Inventories		5,091,251			6,201,521
Refundable taxes and tax deposits		599,999			842,502
Advance payments		782,248			833,093
TOTAL CURRENT ASSETS		9,159,805			10,184,638
FIXED ASSETS		4,101,147			4,135,714
GOODWILL		349,782			358,019
DEFERRED TAXES		71,020			71,295
OTHER		217,463			13,645
TOTAL ASSETS	$	13,899,217		$	14,763,311
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,437,864		$	2,182,856
Short-term debt		4,018,239			4,988,687
Taxes payable		85,002			189,307
Accrued and other liabilities		763,612			919,463
TOTAL CURRENT LIABILITIES		6,304,717			8,280,313
LONG-TERM LIABILITIES
LONG-TERM DEBT		971,865			731,845
DEFERRED GRANT INCOME		281,181			298,634
DEFERRED TAXES		258,781			264,875
TOTAL LIABILITIES		7,816,544			9,575,667
MINORITY INTEREST		1,035,284			1,088,602
SHAREHOLDERS’ EQUITY
Common stock $.001 par value 100,000,000
authorized and 11,759,135 outstanding at June 30, 2003		11,759			14,587
Paid in capital		5,649,091			5,646,263
Retained earnings (deficit)		(83,097	)		(1,115,610	)
Accumulated other comprehensive loss		(530,364	)		(446,198	)
Total Shareholders’ Equity		5,047,389			4,099,042
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	13,899,217		$	14,763,311

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

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ASCONI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(UNITED STATES DOLLARS)

(UNAUDITED)

	For Quarter Ended					For Six Months Ended
	June 30, 2003		June 30, 2002			June 30, 2003			June 30, 2002
SALES	$	3,727,308	$	2,921,133		$	6,163,230		$	5,548,768
COST OF SALES		2,518,380		2,049,193			4,335,494			3,797,504
GROSS PROFIT		1,208,928		871,940			1,827,736			1,751,264
EXPENSES
Minority interest expense		45,662		129,694			66,528			225,473
Depreciation		200,558		69,086			340,953			138,172
Selling and Administrative expenses		335,779		391,517			415,493			712,764
Interest expense		177,159		167,173			307,622			233,276
TOTAL EXPENSES		759,158		757,470			1,130,596			1,309,685
INCOME BEFORE OTHER ITEMS AND TAX PROVISION		449,770		114,470			697,140			441,579
OTHER INCOME		213,276		—			361,343			—
GRANT INCOME		5,212		—			10,491			—
PROVISION FOR INCOME TAXES		28,239		28,223			36,461			110,000
NET INCOME (LOSS)		640,019		86,247			1,032,513			331,579
OTHER COMPREHENSIVE INCOME (LOSS)
FOREIGN CURRENCY TRANSLATION		83,594		(63,178	)		(84,166	)		(166,724	)
COMPREHENSIVE INCOME (LOSS)	$	723,613	$	23,069		$	948,347		$	164,855
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
BASIC AND DILUTED		12,178,600		14,586,689			13,382,645			14,586,689
BASIC NET PER SHARE (BASIC AND DILUTED)	$	0.06	$	0.00		$	0.07		$	0.01

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

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ASCONI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(UNITED STATES DOLLARS)

(UNAUDITED)

	June 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES
Comprehensive income	$	948,347		$	164,855
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		340,953			138,172
Deferred income taxes		5,819			76,937
Other income—grant		(10,491	)		—
Minority interest expense		66,528			225,473
Effect of exchange rate changes on cash		2,476			90,162
(Increase) decrease in assets:
Trade receivables		(161,759	)		924,442
Advance payments		50,845			(208,884	)
Inventories		1,110,270			1,015,528
Other		(107,153	)		(87,610	)
Increase (decrease) in liabilities
Accounts payable		(744,992	)		(300,640	)
Taxes payable		(104,305	)		(56,272	)
Accrued liabilities		(224,871	)		(12,292	)
Net cash provided (used) by operating activities		1,171,667			1,969,871
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(224,213	)		(57,758	)
Investment		(101,000	)		(703,707	)
Other		—			(20,828	)
Cash provided (used) for investing activities		(325,213	)		(782,293	)
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings (net)		(970,448	)		51,710
Decrease in long-term debt (net)		240,020			(1,192,741	)
Cash provided (used) by financing activities		(730,428	)		(1,141,031	)
NET INCREASE (DECREASE) IN CASH AND BANK BALANCES		116,026			46,547
Cash and bank balances, at beginning of period		47,362			15,244
Cash purchased		—			28,078
Cash and bank balances, at end of period	$	163,388		$	89,869

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

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ASCONI CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRESENTATION

The condensed consolidated financial statements have been prepared by Asconi Corporation (formerly Grand Slam Treasures, Inc.) (the “Company”) without audit and include: the Company; Asconi Holding Company Limited, its wholly-owned subsidiary; Asconi S.R.L., its wholly-owned subsidiary and Coppet Finance Ltd, its wholly owned subsidiary. Asconi S.R.L. acquired controlling interest of S.A. Fabrca de Vinuri din Puhoi (70%) and S.A. Orhei-vin (74%) during October and December, 2000, which were recorded as a purchase. Asconi S.R.L. acquired controlling interest (51%) of Vitis Hincesti S.A. as of June 12, 2002, which was recorded as a purchase. Asconi S.R.L. participated in the capital call announced by Vitis Hincesti S.A. during January, 2003 and effectively increased its ownership in the subsidiary to 61%. The condensed consolidated financial statements also include the accounts of these three majority owned subsidiaries. The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America.

The condensed consolidated balance sheets, the condensed consolidated statements of income, and the condensed consolidated statements of cash flow include, in the opinion of management, all the adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of these periods and the financial condition as of that date. Historical interim results are not necessarily indicative of results that may be expected for any future period.

NOTE 2—TAXES

Income taxes are provided on foreign operations in accordance with taxation principles currently effective in the Republic of Moldova.

NOTE 3—GRANT

The Company received an equipment grant valued at approximately $315,000. The Company recorded the asset and a deferred liability. The asset and the liability are being amortized over the life of the asset.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results Of Operation

The following is derived from, and should be read in conjunction with, our unaudited condensed consolidated financial statements, and related notes, as of and for the three and six months ended June 30, 2003 and 2002.

Three Months Ended June 30, 2003 As Compared To Three Months Ended June 30, 2002

Revenues. Revenues increased by $806,175 or 27.6% to $3,727,308 for the three months ended June 30, 2003 from $2,921,133 for the three months ended June 30, 2002. This increase was primarily due to increased sales volumes and prices. Our focus on premium and super-premium wines has started to result in higher prices for our products charged at the retail level, which allows us to negotiate better terms with distributors and receive additional revenue as distributors increase their prices. We expect this trend to continue throughout fiscal 2003.

Cost of sales. Cost of sales increased by $469,187 or 22.9% to $2,518,380 for the three months ended June 30, 2003 from $2,049,193 for the three months ended June 30, 2002. This increase was primarily due to the increased production volume costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $55,738 or 14.24% to $335,779 for the three months ended June 30, 2003 from $391,517 for the three months ended June 30, 2002. This decrease was primarily due to decreased professional fees as well as increased operational efficiencies due to the integration of processes between subsidiaries.

Income from Operations. As a result of the foregoing, our income excluding interest expense other than minority interest expense and before income taxes decreased by $345,286 or 122.6% to $626,929 for the three months ended June 30, 2003 from $281,643 for the three months ended June 30, 2002. This increase was primarily due to increased revenues and decreased selling, general and administrative expenses.

Interest Expense. Interest expenses increased by $9,986 or 5.97% to $177,159 for the three months ended June 30, 2003 from $167,173 for the three months ended June 30, 2002. This increase was primarily due to increased borrowings and interest expense related to the increased scale of harvest in 2002 and the increased production in 2003.

Other Items. Minority interest expense decreased by $84,032 or 64.79% to $45,662 for the three months ended June 30, 2003 from $129,694 for the three months ended June 30, 2002 due to higher net income in subsidiaries with larger ownership by the parent and lower net income or higher net loss in subsidiaries with smaller ownership by the parent. Other income increased by $213,276 for the three months ended June 30, 2003 from $0 for the three months ended June 30, 2002. This increase was primarily due to partial litigation settlement and reclassification of certain income and expense items as compared to the three months ended June 30, 2002.

Net Income. As a result of the forgoing our net income increased by $553,772 or 642.08% to $640,019 for the three months ended June 30, 2003 from $86,247 for the three months ended June 30, 2002.

Six Months Ended June 30, 2003 As Compared To Six Months Ended June 30, 2002

Revenues. Revenues increased by $614,462 or 11.07% to $6,163,230 for the six months ended June 30, 2003 from $5,548,768 for the six months ended June 30, 2002. This increase was primarily due to increased production and sales resulting from acquisitions in 2000 through 2002 as well as additional sales revenue from better conditions negotiated with distributors in our largest markets such as the Russian Federation.

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Cost of sales. Cost of sales increased by $537,990 or 14.17% to $4,335,494 for the six months ended June 30, 2003 from $3,797,504 for the six months ended June 30, 2002. This increase was primarily due to increased production volume costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $297,271 or 41.71% to $415,493 for the six months ended June 30, 2003 from $712,764 for the six months ended June 30, 2002. This decrease was primarily due to decreased professional fees as well as operational efficiencies due to the integration of processes between subsidiaries.

Income from Operations. As a result of the foregoing, our income excluding interest expense other than minority interest expense and before income taxes increased by $329,907 or 48.89% to $1,004,762 for the six months ended June 30, 2003 from a $674,855 for the six months ended June 30, 2002. This increase was primarily due to increased revenues and decreased selling, general and administrative expenses.

Interest Expense. Interest expenses increased by $74,346 or 31.87% to $307,622 for the six months ended June 30, 2003 from $233,276 for the six months ended June 30, 2002. This increase was primarily due to increased borrowings and interest expense related to the increased scale of harvest in 2002 and the increased production in 2003.

Income Taxes. Income taxes decreased by $73,539 or 66.85% to $36,461 for the six months ended June 30, 2003 from $110,000 for the six months ended June 30, 2002. This decrease was primarily due to utilization of 2001 net operating loss carry forwards and a decrease in the effective tax rate in the country of operation of our subsidiaries.

Net Income. As a result of the foregoing our net income increased by $700,934 or 211.39% to $1,032,513 for the six months ended June 30, 2003 from $331,579 for the six months ended June 30, 2002.

Liquidity and Capital Resources

For the past few months, we have funded capital requirements through operations as well as through bank loan financing. As of June 30, 2003, we had a cash balance of $163,388 and a working capital surplus of $2,855,088. This compares with a cash balance of $47,362 and a working capital surplus of $1,904,325 at December 31, 2002.

Net cash provided by operating activities decreased by $798,204 to $1,171,667 for the six months ended June 30, 2003 from $1,969,871 for the six months ended June 30, 2002. This decrease in cash provided by operations resulted primarily from an increase in trade receivables of $161,759, a decrease in inventories of $1,110,270, a decrease in accounts payable of $744,992 and a decrease in accrued and other liabilities of $224,871.

Cash flows used in investing activities for the six months ended June 30, 2003 decreased by $457,080 as the current period used $325,213 for investing activities as opposed to $782,293 used for investing activities for the six months ended June 30, 2002. This change was due primarily to the non-recurring nature of the investment in the acquisition of Vitis Hincesti S.A. in the amount of $703,707 during the six months ended June 30, 2002.

Cash flows used by financing activities during the six months ended June 30, 2003 decreased by $410,603 to $730,428 from $1,141,031 cash used during the six months ended June 30, 2002. This decrease in cash flow used was due to refinancing of certain notes to fund our short-term cash requirements, further expansion of our winemaking facilities and to make certain prepayments for the 2003 grape harvest.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally

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accepted in the United States of America. The preparation of these financial statements requires us 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 on-going basis, we evaluate our estimates, including those related to revenue recognition, collection of accounts receivable and valuation of inventories. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies and related judgments and estimates that affect the preparation of our financial statements is set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2002.

Recent Accounting Pronouncements

In July 2002, he FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain costs Incurred in a Restructuring). SFAS 146 requires recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred, as apposed to when the entity commits to an exit plan under EITF No. 94-3. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company does not believe that the adoption of SFAS 146 will have a material effect on the Company’s financial position, results of operations, or cash flows.

In June 2001, the FASB issued Statement No. 143 “Accounting for Asset Retirement Obligations”. The statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement is effective for the Company in fiscal 2003. The Company does not expect the adoption of Statement No. 143 to have a material impact on the Company’s future results of operations or financial position.

In August 2001, the FASB issued Statement No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement supersedes Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of”, and the accounting and reporting provisions of APB Opinion 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and infrequently Occurring Events and Transactions”, for the disposal of a segment of a business. The statement is effective for the Company in fiscal 2003. The Company does not expect the adoption of Statement No. 144 to have a material impact on the Company’s future results of operations or financial position.

In April, 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 eliminates the requirement to classify gains and losses from extinguishments of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The Company is required to adopt SFAS 145 effective January 2003. The Company does not believe that the adoption of SFAS 145 will have a material effect on the Company’s financial position, results of operations, or cash flows.

ITEM 3.    CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report.

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(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of our most recent evaluation of our internal controls.

PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

As an ordinary course of business, the Company anticipates to be the plaintiff or defendant in litigation. However, at present time there is no material litigation, which the Company believes would materially adversely affect its business operations.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) On May 19, 2003 the company issued 10,300,000 shares of stock to our officers and members of the board of directors in order to maintain ownership and control of the Company. The board believes this issuance of stock was necessary as a result of substantial dilution, which occurred pursuant to the improper issuance of shares of stock which became the subject of litigation initiated by the Company and which was ultimately resolved, however, the Company was not able to recover or cancel said shares. Hence, pursuant to a board of directors meeting, additional shares were issued.

(b) None.

(c) None.

(d) None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit	Description of Exhibit
3.1	Restated Articles of Incorporation.(1)
3.2	Amended and Restated Bylaws.(1)
31.1	Rule 13a-14(a)/15d-14(a) certification by Constantin Jitaru, Chief Executive Officer pursuant to Section 302 oftheSarbanes-Oxley Act of 2002(2)
31.2	Rule 13a-14(a)/15d-14(a) certification by Anatolie Sirbu, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2).
32	Certification by Constantin Jitaru, Chief Executive Officer, and Anatolie Sirbu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

(1) Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 20, 2001, file no. 0-23712.

(2) Filed Herewith.

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(b) Reports on Form 8-K.

On May 15 we filed a current report on Form 8K reporting a change in our certifying accountant as of May 9, 2003 as well as a 10 for 1 reverse split and the change in our stock symbol from ASCS to ASCP on or about May 12, 2003.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

ASCONI CORPORATION

/S/    CONSTANTIN JITARU        

Constantin Jitaru , President and Chief

Executive Officer

Date: August 14, 2003

/S/    ANATOLIE SIRBU        

Anatolie Sirbu, Chief Financial Officer

Date: August 14, 2003

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EXHIBIT INDEX

Exhibit	Description of Exhibit
3.1	Restated Articles of Incorporation.(1)
3.2	Amended and Restated Bylaws.(1)
31.1	Rule 13a-14(a)/15d-14(a) certification by Constantin Jitaru, Chief Executive Officer pursuant to Section 302 oftheSarbanes-Oxley Act of 2002(2)
31.2	Rule 13a-14(a)/15d-14(a) certification by Anatolie Sirbu, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2).
32	Certification by Constantin Jitaru, Chief Executive Officer, and Anatolie Sirbu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

(1) Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 20, 2001, file no. 0-23712.

(2) Filed Herewith.

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