FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
Commission File Number 0-20642
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0375093
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
714 Fairview Road, Greer, South Carolina 29651
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(Address of principal executive offices) (Zip Code)
(864) 848-1900
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(Registrant's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of November 15, 2002: 11,475,652.
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
September 30, December 31,
2002 2001
-------------- -------------
Current assets:
Cash $ 1,008 982
Marketable Securities - 16,940
Note receivable 15,000 -
-------------- -------------
Total current assets 16,008 17,922
-------------- -------------
Net property and equipment 1,505 2,000
Intangible, net 644,363 10,522
-------------- -------------
Total assets $ 661,876 $ 30,444
============== =============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable & accrued expenses $ 164,297 $ 546,025
Notes payable 5,122,220 143,409
Related party payables 473,000 1,902,061
-------------- -------------
Total current liabilities 5,759,517 2,591,495
-------------- -------------
COMMITMENTS AND CONTINGENCIES
Stockholders' deficit:
Common stock, $.01 par value;
70,000,000 shares authorized,
11,475,653 and 700,375 shares
outstanding, respectively 114,757 7,000
Additional paid-in capital 204,454 8,016,729
Accumulated other comprehensive income - 10,268
Accumulated deficit (5,416,852) (10,595,048)
-------------- -------------
Total stockholders' deficit (5,097,641) (2,561,051)
-------------- -------------
Total liabilities and
stockholders' deficit $ 661,876 $ 30,444
============== =============
See accompanying notes to condensed financial statements.
2
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
------------ ------------- ------------- -------------
Revenue:
Sales $ - $ - $ - $ -
General and administrative
expenses 132,627 4,613 213,005 14,120
------------ ------------- ------------- -------------
Loss from operations (132,627) (4,613) (213,005) (14,120)
Other income (expense):
Interest income - 154 56 350
Interest expense - (2,892) (59,229) (8,559)
Gain on sale of marketable
securities - - 41,158 13,328
Gain on extinguishment of debt
And other liabilities - - 171,583 -
Other income - 1,865 - 4,640
------------ ------------- ------------- -------------
Income(loss) before provision for
income taxes (132,627) (5,486) (59,437) (4,361)
Provision for income taxes - - - -
------------ ------------- ------------- -------------
Net income (loss) $ (132,627) $ (5,486) $ (59,437) $ (4,361)
============ ============= ============= =============
Earnings (loss) per share, basic
and diluted $ (.01) $ - $ (.01) $ -
============ ============= ============= =============
Weighted average shares -
basic and diluted 11,233,625 10,675,652 10,863,687 10,675,652
============ ============= ============= =============
See accompanying notes to condensed financial statements.
3
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
-----------------------------------
September 30, September 30,
2002 2001
-------------- --------------
Cash flows from operating activities:
Net loss $ (59,437) $ (4,361)
Adjustments to reconcile net income(loss) to net cash
used in operating activities:
Gain on extinguishment of debt and other liabilities (171,583) -
Gain on sale of marketable securities (41,158) (13,328)
(Increase) decrease in:
Other assets - (22)
Increase (decrease) in:
Accounts payable and accrued expenses 223,374 7,138
Related party payables - (9,275)
-------------- --------------
Net cash used in
operating activities (48,804) (19,848)
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of marketable securities 47,830 20,000
Acquisition of cash in reverse acquisition 1,000 -
-------------- --------------
Net cash provided by investing activities 48,830 20,000
-------------- --------------
Net increase in cash 26 152
Cash, beginning of period 982 4
-------------- --------------
Cash, end of the period $ 1,008 $ 156
============== ==============
See Footnote 1 for discussion of non-monetary
transactions.
See accompanying notes to condensed financial statements.
4
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Item 1. Condensed Financial Statements
The accompanying condensed consolidated financial statements have been prepared
without audit. In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows as of the dates and for the
periods presented herein have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to the Securities
and Exchange Commission's rules and regulations. These condensed financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's December 31, 2001 Annual
Report on Form 10-KSB and June 30, 2002 Quarterly Report on Form 10-QSB. The
results of operations for the nine months ended September 30, 2002, are not
necessarily indicative of the operating results that may result for the year
ending December 31, 2002. The accounting policies followed by the Company are
set forth in Note 1 to the Company's financial statements in its December 31,
2001 Annual Report on Form 10-KSB.
Effective September 13, 2002, as a result of the Share Exchange agreement
entered into in July 2001 between Renaissance Man, Inc., a Texas corporation
("RMI") and American Consolidated Mining Company, Inc., the Company changed
it's name from American Consolidated Mining Company, Inc. to American
Consolidated Management Group, Inc.
The Statement of Operations for the nine-month and three-month periods ended
September 30, 2002 include the historical operations of the Company through
September 13, 2002, the date of the recapitalization of the Company. The
activity of RMI before the recapitalization is not presented in these financial
statements.
(1) Basic and Diluted Net Loss Per Common Share
Because the Company had no stock options, warrants, or other common stock
equivalents outstanding during the nine months ended September 30, 2002 and
2001, both basic and diluted shares are based on the weighted average number of
common shares outstanding. The Company has no common stock options or warrants
outstanding at September 30, 2002.
Effective July 1, 2002, the Company affected a 100 to 1 reverse stock split so
that immediately after the reverse stock split the Company had a total of
700,375 shares outstanding. The share amounts in the financial statements have
been retroactively restated to reflect the reverse stock split.
On July 23, 2002, the Company authorized the issuance of 136,731 shares of
common stock to its creditors in consideration for the cancellation of
approximately $473,000 in obligations owed to these creditors.
On July 30, 2002, the Company authorized the issuance of 662,894 shares of
common stock to consultants, directors and employees in consideration for the
cancellation of approximately $2,005,000 in obligations owed to these
individuals.
On September 13, 2002, the Company effected a share exchange in accordance with
an agreement entered into in July 2001. The Company entered into an Agreement
and Plan of Share Exchange (the "Share Exchange Agreement") with RMI. Under the
Share Exchange Agreement all of the issued and outstanding shares of RMI stock
would be transferred to the Company in exchange for shares of the Company's
common stock. To effect the share exchange, the Company issued 9,975,652 shares
to the shareholders of RMI stock. As a result of the share exchange, the
shareholder of RMI became the controlling shareholders for the Company. The
share amounts in the financial statements have been retroactively restated to
reflect the share exchange transaction.
(2) Going Concern
At September 30, 2002, the Company has a working capital deficiency, a
shareholders' deficit, and has significant liabilities. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
The Company's ability to continue as a going concern is subject to its ability
to settle its liabilities and obtain sufficient cash to fund the expenses
related to the ongoing public reporting obligations. There can be no assurance
that the Company will be able to enter into operations or sale assets to obtain
sufficient cash to settle its obligations.
(3) Comprehensive Income
Accounting principles generally require that recognized revenue, expenses,
gains, and losses be included in net income. Certain changes in assets and
liabilities, such as unrealized gains and losses on available-for-sale
securities, are reported as a separate component in the equity section of the
balance sheet. Such items, along with net income, are considered components of
comprehensive income. The accounting principles do not require per share
amounts of comprehensive income to be disclosed. The information that follows
reconciles net income (loss) to comprehensive income.
Three-months ended
September 30
------------
2002 2001
---- ----
Net loss $ (132,627) $ (5,486)
Net unrealized gain (loss) on
Available for sale securities - -
Reclassification adjustments - -
---------- ----------
Comprehensive loss $ (132,627) $ (5,486)
========== ==========
Nine-months ended
September 30
------------
2002 2001
---- ----
Net loss $ (59,437) $ (4,361)
Net unrealized gain (loss) on
Available for sale securities - 12,029
Reclassification adjustments (10,628) (13,328)
---------- ----------
Comprehensive loss $ (70,065) $ (5,660)
========== ==========
- ------------------------------------------------------------------
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The Discussion
should be read in conjunction with the consolidated financial statements and
notes thereto.
Financial Position
The Company had $1,008 in cash as of September 30, 2002 as compared to $982 at
December 31, 2001. Working capital (deficit) as of September 30, 2002 was to
$5,743,509) as compared to ($2,573,573) at December 31, 2001. The Company did
not have revenues from operations, but had a gain on the sale of marketable
securities of $41,148 and other income of $122,445 for the nine months ended
September 30, 2002. The other income resulted from the settlement of debt
obligations related to certain assets previously transferred from the Company.
This resulted in the Company having net loss of approximately $108,575 for the
nine-months ended September 30, 2002. The Company has incurred losses for the
past two fiscal years. The Company had a stockholders' deficit of ($5,097,641)
at September 30, 2002.
The Share Exchange transaction that closed on September 13, 2002 was treated as
a recapitalization for accounting purposes. In this transaction, the
accumulated deficit and negative working capital from Renaissance Man Inc. (the
accounting "acquirer") is presented as of September 30, 2002. On December 31,
2001, the negative working capital and accumulated deficit were those of
American Consolidated Mining Company, Inc. The transaction resulted in the
Company assuming a larger working capital deficit and stockholders' deficit.
Plan of Operation
The Company has no business operations, and very limited assets or capital
resources. The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement
by the Company. The Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential business
ventures which may be available to it will be extremely limited. The Company's
principal business objective will be to seek long-term growth potential in the
business venture in which it participates rather than to seek immediate, short-
term earnings. In seeking to attain the Company's business objective, it will
not restrict its search to any particular business or industry, but may
participate in business ventures of essentially any kind or nature. It is
emphasized that the business objectives discussed are extremely general and are
not intended to be restrictive upon the discretion of management.
In furtherance of its business plan, in July 2001, the Company entered into an
Agreement and Plan of Share Exchange (the "Share Exchange Agreement") with RMI.
RMI was a marketing company that was in the development stage. The primary
asset of RMI at the date of the Share Exchange was rights to a formula to
produce and market a sports drink. No specific business plan has been written
and agreed upon at this time to leverage the asset into a revenue producing
activity.
The Company does not have sufficient funding to meet its short term cash needs.
Management has expressed an intent that to the extent necessary the Company
will seek to raise additional funds through the sale of equity securities or by
borrowing funds from a related party until a suitable business venture can be
completed. There are no arrangements in place whereby the Company could sell
equity securities. The Company has access to a line-of-credit provided by
Associated Receivables Funding, Inc. ("Funding"), a company related via common
stock ownership. The line-of-credit does not have specific terms and
conditions and access is limited to the willingness of Funding to provide
additional financing. There is no assurance that the Company will be able to
successfully identify and/or negotiate a suitable potential business venture or
raise additional funds.
The Company has a working capital deficiency, an accumulated deficit and
substantial liabilities. The Company has experienced net losses and does not
have revenues during the past two years. During the past two years the Company
has had no business operations. In light of these circumstances, the ability of
the Company to continue as a going concern is significantly in doubt. The
attached financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Forward-Looking Statements
When used in this Form 10-QSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the
words or phrases "would be", "will allow", "intends to", "will likely result",
"are expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements."
The Company cautions readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, and advises readers that
forward-looking statements involve various risks and uncertainties. The Company
does not undertake, and specifically disclaims any obligation to update any
forward-looking statements to reflect occurrences or unanticipated events or
circumstances after the date of such statement.
Item 3. Controls and Procedures.
The Company's Chief Executive Officer and Directors in conjunction with its
Principal Accounting Officer evaluated the Company's disclosure controls and
procedures within 90 days of this quarterly report. Based upon this
evaluation, the Company's Chief Executive Officer, Directors and its Principal
Accounting Officer concluded that the Company's disclosure controls and
procedures are effective in ensuring that material information required to be
disclosed is included in the reports that it files with the Securities &
Exchange Commission.
There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect internal controls subsequent to the evaluation date.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
On July 23, 2002, the Company entered into settlement agreements with some of
the Company's creditors whereby 136,731 shares of the Company's common stock
were issued to sophisticated and accredited creditors of the Company in
consideration for the cancellation of approximately $473,000 in principal and
interest owing to these creditors. The sale of these securities were exempt
from registration under Sections 4(2) and 4(6) of the Securities Act of 1933
and pursuant to Regulations D as promulgated under the Securities Act of 1933.
The Company did not use an underwriter in connection with this offering.
On July 30, 2002, the Company entered into settlement agreements with the
Company's consultants, directors, and employees whereby 662,894 shares of the
Company's common stock were issued to sophisticated and accredited creditors of
the Company in consideration for the cancellation of approximately $2,004,523
in amounts owing to these creditors for services previously rendered and
recognized in the financial statements. The sale of these securities were
exempt from registration under Sections 4(2) and 4(6) of the Securities Act of
1933 and pursuant to Regulations D as promulgated under the Securities Act of
1933. The Company did not use an underwriter in connection with this offering.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to Vote of Security holders.
None
Item 5. Other Information.
Effective July 1, 2002, the Company affected a 100 to 1 reverse stock split so
that immediately after the reverse stock split the Company had a total of
700,375 shares outstanding. The share amounts in the financial statements have
been retroactively restated to reflect the reverse stock split.
On July 23, 2002, the Company authorized the issuance of approximately 136,731
shares of common stock to its creditors in consideration for the cancellation
of approximately $472,980 in obligations owed to these creditors. On July 30,
2002, the Company authorized the issuance of approximately 662,894 shares of
common stock to consultants, directors and employees in consideration for the
cancellation of approximately $2,004,523 in obligations owed to these
individuals.
The following persons resigned as officers and directors of the Company in
anticipation for the closing of the Share Exchange Agreement: Keith W. Moeller,
Robert J. Holladay, Steven J. Haslam and John M. DeNiro.
The Company changed its name effective September 13, 2002 to American
Consolidated Management Group, Inc.
The Company cured its debt default with Clifton Mining Company in the principal
amount of $93,808 under a revolving loan agreement by transferring to Clifton
eight patented mining claims that were owned by the Company on 133 acres in
Tooele County, Utah and other assets.
Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- ----------------------------------------------
3.1 Articles of Restatement of Articles of
Incorporation of the Company, dated June 14,
2002.
3.2 Bylaws of the Company (Incorporated by
reference to Exhibit 3(i) of the Company's
Annual Report on Form 10-KSB, dated December
31, 2000)
10.1 Agreement and Plan of Share Exchange Between
American Consolidated Mining Co. and
Renaissance Man, Inc., dated July 2001
(Incorporated by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-KSB,
dated December 31, 2000)
10.2 Amendment No. 1 to the Agreement and Plan of
Share Exchange Between American Consolidated
Mining Co. and Renaissance Man, Inc., dated
December 21, 2001 (Incorporated by reference
to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-QSB, dated March 31, 2001)
10.3 Revolving Loan Agreement, by and between the
Company and Clifton Mining Company, dated May
6, 1998 (Incorporated by reference to Exhibit
10.3 of the Company's Annual Report on Form
10-KSB, dated December 31, 2000)
99.1 Certification of Herschel Walker 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 George E. Mappin pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
On June 24, 2002, the Company filed a Current Report on Form 8-K, dated June
12, 2002, disclosing under Item 5 the actions taken by shareholders at the
annual shareholder meeting, including information relating to the name change
and reverse stock split.
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.
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
(Registrant)
Date: December 16, 2002 By /s/ Herschel J. Walker
---------------------------------
Herschel J. Walker
Director; Chief Executive Officer
Date: December 16, 2002 By /s/ George E. Mappin
---------------------------------
George E. Mappin
Principal Accounting Officer
CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO ss.906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Consolidated
Management Group, Inc., a Utah corporation (the "Company"), on Form 10-QSB for
the period ended September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Herschel J. Walker, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.
By /s/ Herschel J. Walker
---------------------------------
Herschel J. Walker
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO ss.906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Consolidated
Management Group, Inc., a Utah corporation (the "Company"), on Form 10-QSB for
the period ended September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, George E. Mappin, Principal
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results
of operations of the Company.
By /s/ George E. Mappin
---------------------------------
George E. Mappin
Principal Accounting Officer
CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO ss.302 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Consolidated
Management Group, Inc., a Utah corporation (the "Company"), on Form 10-QSB for
the period ended September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Herschel J. Walker, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed the quarterly report on Form 10-QSB of
American Consolidated Management Group, Inc.;
(2) Based on my knowledge, this quarterly report does not
contain any untrue statement of 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 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 upon our most recent evaluation, to the Registrant's auditors
and the audit committee of Registrant's Board of Directors (or persons
performing 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 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.
By /s/ Herschel J. Walker
---------------------------------
Herschel J. Walker
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350,
AS ADOPTED PURSUANT TO ss.302 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Consolidated
Management Group, Inc., a Utah corporation (the "Company"), on Form 10-QSB for
the period ended September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, George E. Mappin, Principal
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed the quarterly report on Form 10-QSB of
American Consolidated Management Group, Inc.;
(2) Based on my knowledge, this quarterly report does not
contain any untrue statement of 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 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 upon our most recent evaluation, to the Registrant's auditors
and the audit committee of Registrant's Board of Directors (or persons
performing 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 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.
By /s/ George E. Mappin
---------------------------------
George E. Mappin
Principal Accounting Officer
