Securities and Exchange Commission
Washington, D.C. 20549
__________________
Form 10-QSB
__________________________
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2003
___ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 0-8814
PURE CYCLE CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 84-0705083
(State of incorporation) (I.R.S. Employer Identification
Number)
8451 Delaware St., Thornton, CO 80260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (303) 292 - 3456
_________________________________________________________________
N/A
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x]; NO [ ]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of May 31, 2003:
Common Stock, 1/3 of $.01 par value 78,236,429
(Class) (Number of Shares)
Transitional Small business Disclosure Format (Check one): Yes
[ ]; No [x]
PURE CYCLE CORPORATION
INDEX TO MAY 31, 2003 FORM 10-QSB
Page
Part I - Financial Information (unaudited)
Balance Sheets - May 31, 2003 and 3
August 31, 2002
Statements of Operations - For the three months 4
ended May 31, 2003 and 2002
Statements of Operations - For the nine months 5
ended May 31, 2003 and 2002
Statements of Cash Flows - For the nine months 6
ended May 31, 2003 and 2002
Notes to Financial Statements 7
Management's Discussion and Analysis of 8
Results of Operations and Financial Condition
Signature Page 9
"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements that are not historical facts contained in this
Quarterly Report on Form 10-QSB are forward looking statements
that involve risk and uncertainties that could cause actual
results to differ from projected results. Factors that could
cause actual results to differ materially include, among others:
general economic conditions, the market price of water, changes
in applicable statutory and regulatory requirements, changes in
technology, uncertainties in the estimation of water available
under decrees and timing of development, the strength and
financial resources of the Company's competitors, the Company's
ability to find and retain skilled personnel, climatic
conditions, labor relations, availability and cost of material
and equipment, delays in the anticipated permit and start-up
dates, environmental risks, and the results of financing efforts.
2
PURE CYCLE CORPORATION
BALANCE SHEETS
(unaudited)
May 31, August 31,
ASSETS 2003 2002
Current assets:
Cash and cash equivalents $ 111,004 $ 287,720
Trade accounts receivable 40,728 50,919
Total current assets 151,732 338,639
Investment in water and systems:
Rangeview water supply 13,663,091 13,566,777
Paradise water supply 5,494,273 5,491,423
Rangeview water system 148,441 148,441
Total investment in water
and systems 19,305,805 19,206,641
Accumulated depreciation &
depletion (9,633) (4,958)
19,296,172 19,201,683
Note receivable, including
accrued interest 396,465 385,716
Other assets 83,341 102,241
$ 19,927,710 $ 20,028,279
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 707 2,384
Accrued liabilities 22,495 19,495
Total current liabilities 23,202 21,879
Long-term debt - related parties,
including accrued interest 4,846,062 4,713,270
Participating interests in Rangeview
water rights 11,090,630 11,090,630
Stockholders' equity:
Preferred stock, par value $.001 per
share; authorized - 25,000,000 shares:
Series A1 - 1,600,000 shares issued
and outstanding 1,600 1,600
Series B - 432,514 shares issued
and outstanding 433 433
Series D - 6,455,000 shares issued
and outstanding 6,455 6,455
Common stock, par value 1/3 of $.01
per share; authorized - 135,000,000
shares;78,236,429 shares issued
and outstanding 261,584 261,584
Additional paid-in capital 24,778,989 24,778,989
Accumulated deficit (21,081,245) (20,846,561)
Total stockholders' equity 3,967,816 4,202,500
$ 19,927,710 $ 20,028,279
See Accompanying Notes to the Financial Statements
3
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Three months Ended
May 31, May 31,
2003 2002
Water service revenues
Water usage revenues $ 27,729 $ 59,243
Wastewater usage revenues 18,672 12,571
46,401 71,814
Water service operating expense (5,769) (4,429)
Wastewater operating expense (1,722) (1,988)
operating expense (7,491) (6,417)
Gross margin 38,910 65,397
General and administrative expense (98,247) (52,617)
Depreciation expense ( 1,241) ( 1,055)
Depletion expense ( 126) --
Total operating expense (99,614) (53,672)
Other income (expense):
Interest income 3,941 4,876
Interest expense - related parties ( 44,264) ( 48,077)
Interest expense - other (6,300) (6,300)
Other expense, net ( 46,623) (49,501)
Net loss $(107,327) $(37,776)
Basic and diluted net loss per
common share $ --* $ --*
Weighted average common shares
outstanding 78,439,763 78,439,763
* less than $.01 per share
See Accompanying Notes to the Financial Statements
4
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Nine months Ended
May 31, May 31,
2003 2002
Water service revenues
Water usage revenues $ 104,953 $ 98,654
Wastewater usage revenues 45,260 37,713
150,213 136,367
Water service operating expense (11,488) (16,434)
Wastewater operating expense ( 6,735) ( 5,443)
Total Operating expense (18,223) (21,877)
Gross margin 131,990 114,490
General and administrative expense ( 222,804) ( 156,343)
Depreciation expense (3,723) (3,165)
Depletion expense (952) --
Total operating expense (227,480) (159,508)
Other income (expense):
Interest income 12,497 13,546
Interest expense related parties (132,792) (146,574)
Interest expense other (18,900) (18,900)
Other -- 16,999
Other expense, net (139,195) (134,929)
Net loss $(234,684) $(179,947)
Basic and diluted net loss per
common share $ --* $ --*
Weighted average common shares
outstanding 78,439,763 78,439,763
* less than $.01 per share
See Accompanying Notes to the Financial Statements
5
PURE CYCLE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Nine months Ended
May 31, May 31
2003 2002
Cash flows from operating activities:
Net loss $(234,684) $(179,947)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and depletion expense 4,675 3,165
Increase in note receivable,
including accrued interest (10,749) ( 12,040)
Increase in long term debt - related
parties,including accrued interest 132,792 146,574
Changes in operating assets and
liabilities:
Trade accounts receivable 10,191 6,255
Other assets 18,900 18,900
Accounts payable and accrued liabilities 1,323 (6,371)
Net cash used in operating activities (77,552) (23,464)
Cash flows from investing activities:
Investments in water supply -- (54,351)
Investment in water systems (99,164) (20,894)
Net cash used in investing activities (99,164) (75,245)
Net decrease in cash and cash equivalents (176,716) (98,709)
Cash and cash equivalents at beginning
of period 287,720 435,660
Cash and cash equivalents at end of period $ 111,004 $ 336,951
See Accompanying Notes to the Financial Statements
6
PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING PRINCIPLES
The balance sheet as of May 31, 2003 and the statements of
operations and statements of cash flows for the three and nine
months periods ended May 31, 2003 and May 31, 2002 have been
prepared by the Company and have not been audited. 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 at May 31, 2003
and for all periods presented have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's fiscal year 2002 Annual Report on Form
10-KSB. The results of operations for interim periods presented
are not necessarily indicative of the operating results to be
expected for the full year.
NOTE 2 - STOCKHOLDERS' EQUITY
In August 2001, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 6,455,000 shares of Series D Preferred Stock to
the Company's CEO, Mr. Thomas Clark in exchange for 421,666
shares of common stock, 3,200,000 shares of Series C Preferred
Stock, 500,000 shares of Series C-1 Preferred Stock, 666,667
shares of Series C-2 Preferred Stock, and 1,666,667 shares of
Series C-3 Preferred Stock, all of which were owned by Mr.
Clark. None of the Series D Convertible Preferred Stock pay
dividends. The Company subsequently retired 3,200,000 shares of
Series C Preferred Stock, 500,000 shares of Series C-1 Preferred
Stock, 666,667 shares of Series C-2 Preferred Stock, and
1,666,667 shares of Series C-3 Preferred Stock. The Company
sold 625,000 shares of the Company's common stock at $.16 per
share to two accredited investors. Proceeds to the Company were
$100,000. All the shares were issued under Section 4(2) of the
Securities Act of 1933.
The Company applies APB Opinion 25 and related interpretations
in accounting for its plans. Accordingly, no compensation cost
has been recognized for stock options granted to key employees
under the Equity Incentive Plan. Had compensation costs for the
Company's two stock-based compensation plans been determined
based on the fair market value at the grant dates for awards and
the extension of the expiration dates of certain options under
those plans consistent with the method prescribed in FASB
Statement 123, the Company's net loss and loss per share would
have been increased to the pro forma amounts indicated below:
Three Months Ended Three Months Ended
Net loss: May 31, 2003 May 31, 2002
As Reported $ (107,327) $ (37,776)
Pro for (121,757) (52,206)
Loss per share:
As Reported *
Pro forma *
Nine Months Ended Nine Months Ended
Net loss: May 31, 2003 May 31, 2002
As Reported $ (234,684) $ (179,947)
Pro for (249,114) (194,377)
Loss per share:
As Reported *
Pro forma *
* Less than $.01 per share
The fair value of each option grant is estimated on the date
of the grant using the Black-Scholes option-pricing model with
the following weighted average assumptions used for grants in
fiscal year 2001: no dividend yield; annualized expected
volatility of 101%; and a weighted average risk-free interest
rate of 4.65%. Certain options granted in 2001 relating to
250,000 shares vested as of the quartered ended May 31, 2003.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
During the quarter ended May 31, 2003, the Company delivered
approximately 9.3 million gallons of water to customers in the
Service Area generating revenues from water sales of $27,729
compared to the delivery of 13.9 million gallons generating
revenues of $59,243 during the three months ended May 31, 2002.
The decrease in water revenues is attributable to seasonal
weather where 2002 was dryer than average, thus resulting in an
increase in water deliveries during the quarter ended May 31,
2002. The Company incurred water service operating expenses of
$5,769 for the three months ending May 31, 2003 as compared to
$4,429 for the three month ending May 31, 2002. In August 2001,
the Company entered into an agreement with a third party to
provide operation and maintenance support for its water and
wastewater operations.
During the quarter ended May 31, 2003, the Company processed
approximately 1.9 million gallons of wastewater from customers in
the Service Area, generating revenues from wastewater service of
$18,672 compared to processing of 1.0 million gallons generating
revenues of $12,571 during the three months ended May 31, 2002.
The Company incurred wastewater service operating costs of $1,722
as compared to $1,988 for the three months ending May 31, 2002.
General and administrative expenses for the three months ended
May 31, 2003 were $45,630 higher than for the period ended May
31, 2002, primarily because of an increase in salary expense due
to additional employees. Net loss for the three months ended May
31, 2003 was $107,327 compared to net loss of $37,776 for the
three month ended May 31, 2002 due to higher expense due to
additional employees and lower water revenues due to a more
typical precipitation in 2003 compared to 2002.
During the nine months ended May 31, 2003, the Company
delivered approximately 28.4 million gallons of water generating
water service revenues of $104,953 compared to approximately 31.6
million gallons of water generating $98,654 for the nine months
ended May 31, 2002. The increase in water service revenues are
due primarily to the adoption of a tiered water pricing schedule
where the price of water increases based on the amount of water
delivered. The Company incurred water service operating costs of
$11,488 for the nine months ending May 31, 2003 as compared to
$16,434 for the nine months ending May 31, 2002, due to
efficiencies from operations during the current year.
During the nine months ended May 31, 2003, the Company
processed approximately 5.85 million gallons of wastewater from
customers in the Service Area generating revenues from wastewater
service of $45,260 compared to processing of 3.0 million gallons
generating revenues of $37,713 during the three months ended May
31, 2002. The Company incurred wastewater service operating
costs of $6,735 as compared to $5,443 for the nine months ending
May 31, 2002.
General and administrative expenses for the nine months ended
May 31, 2003 were $66,461 higher than for the period ended May
31, 2002, primarily because of an increase in salary expense due
to additional employees. The Company has occupied office space
owned by a related party at no cost since December 2000. Net
loss for the nine months ended May 31, 2003 was $234,684 compared
to a net loss of $179,947 for the nine months ended May 31, 2002.
Liquidity and Capital Resources
At May 31, 2003, current assets exceed current liabilities by
$128,530 and, the Company had cash and cash equivalents of
$111,004.
The Company believes it has sufficient working capital and
access to additional capital to fund its operations for the next
year or longer. There can be no assurances, however, that the
Company will be successful in marketing the water from its two
primary water projects in the near term. In the event sales are
not achieved, the Company may sell additional participating
interests in its water projects, incur additional short or long-
term debt or seek to sell additional shares of common or
preferred stock or stock purchase warrants, as deemed necessary
by the Company, to generate working capital.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Liquidity and Capital Resources (continued)
Development of any of the water rights that the Company has,
or is seeking to acquire, will require substantial capital
investment by the Company. Any such additional capital for the
development of the water rights is anticipated to be financed
through the sale of water taps and water delivery charges to a
city or municipality. A water tap charge refers to a charge
imposed by a municipality to permit a water user to access a
water delivery system (i.e. a single-family home's tap into the
municipal water system), and a water delivery charge refers to a
water user's monthly water bill generally based on a per 1,000
gallons of water consumed.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
143, Accounting for Asset Retirement Obligations. SFAS No. 143
requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred
and a corresponding increase in the carrying amount of the related
long-lived asset. The pronouncement is effective for fiscal years
beginning after June 15, 2002. The Company does not believe that
adoption of SFAS No. 143 in 2003 will have a significant impact
on its financial condition. In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of. SFAS No. 144 establishes a single accounting model
for long-lived assets to be disposed of by sale and requires that
those long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. SFAS No. 144
is effective for fiscal years beginning after December 15, 2001.
The Company adopted SFAS No. 144 on January 1, 2002.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections." This statement provides guidance on
the classification of gains and losses from the extinguishment of
debt and on the accounting for certain specified lease
transactions. Management does not believe that SFAS No. 145 will
have a material impact on the Company.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," (effective
January 1, 2003) which replaces 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
No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is
incurred and states that an entity's commitment to an exit plan,
by itself, does not create a present obligation that meets the
definition of a liability. SFAS No. 146 also establishes that
fair value is the objective for initial measurement of the
liability. Management does not believe that SFAS 146 will have a
material effect on the Company during fiscal 2003.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." This
statement amends FASB Statement No. 123 "Accounting for Stock-
Based Compensation," to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. This statement
also amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-
based employee compensation and the effect of the method used on
reported results. The provisions of this statement relating to
alternative transition methods and annual disclosure requirements
are effective for the year
9
ended December 31, 2002. The provisions of this statement
relating to interim financial information became effective for the
quarter ending February 28, 2003. The transitional provisions will
not have an impact on the Company's financial statements unless
it elects to change from the intrinsic value method to the fair
value method. The provisions relating to disclosures have been
adopted and are reflected herein. In November 2002, the
Financial Accounting Standards Board issued Interpretation No.
45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others (the Interpretation), which addresses the disclosure to
be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees. The
Interpretation also requires the recognition of a liability by a
guarantor at the inception of certain guarantees. The
Interpretation requires the guarantor to recognize a liability
for the non-contingent component of the guarantee, this is the
obligation to stand ready to perform in the event that specified
triggering events or conditions occur. The initial measurement of
this liability is the fair value of the guarantee at inception.
The recognition of the liability is required even if it is not
probable that payments will be required under the guarantee or if
the guarantee was issued with a premium payment or as part of a
transaction with multiple elements. The Company is required to
adopt the disclosure provisions of the Interpretation beginning
with its fiscal 2003 consolidated financial statements, and will
apply the recognition and measurement provisions for all
guarantees issued or modified after December 31, 2002. The
impact of the adoption is not expected to have a significant
impact on the Company's consolidated financial statements.
In January 2003, the Financial Accounting Standards Board issued
FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN No. 46"). This interpretation clarifies existing
accounting principles related to the preparation of consolidated
financial statements when the equity investors in an entity do
not have the characteristics of a controlling financial interest
or when the equity at risk is not sufficient for the entity to
finance its activities without additional subordinated financial
support from others parties. FIN No. 46 requires a company to
evaluate all existing arrangements to identify situations where
a company has a "variable interest" (commonly evidenced by a
guarantee arrangement or other commitment to provide financial
support) in a "variable interest entity" (commonly a thinly
capitalized entity) and further determine when such variable
interests require a company to consolidate the variable interest
entities" financial statement with its own. The Company is
required to perform this assessment by November 30, 2003 and
consolidate any variable interest entities for which it will
absorb a majority of the entities' expected losses or receive
a majority of the expected residual gains. Management has not
yet performed this assessment, however it is not aware of
any material variable interest entities that it may be
required to consolidate.
10
PURE CYCLE CORPORATION
SIGNATURES
Pursuant to the requirements 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.
PURE CYCLE CORPORATION
Date:
July 14, 2003 /S/ Thomas P. Clark
Thomas P. Clark,
CEO
Date:
July 14, 2003 /S/ Mark W. Harding
Mark W. Harding,
President
11
CERTIFICATION
I, Thomas P. Clark, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
PureCycle Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The 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 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
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.
Date: July 14, 2003
/s/ Thomas P. Clark
Chief Executive Officer
12
CERTIFICATION
I, Mark W. Harding, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
PureCycle Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The 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 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
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.
Date July 14, 2003
/s/ Mark W. Harding
President, Chief Financial Officer
13
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PureCycle Corporation
(the "Company"), on Form 10-QSB for the period ending November
30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Thomas P. Clark, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 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
result of operations of the Company.
/s/ Thomas P. Clark
Chief Executive Officer
July 14, 2003
14
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PureCycle Corporation
(the "Company"), on Form 10-QSB for the period ending November
30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Mark Harding, President, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 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
result of operations of the Company.
/s/ Mark W. Harding
Chief Financial Officer
July 14, 2003
15