SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X]Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
September 30, 2002.
[ ]Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition
period from to .
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Commission file number: 0-31417
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BOTTOMLINE HOME LOAN, INC.
--------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0356064
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 South Los Robles Avenue, Suite 230, Pasadena California 91101
-----------------------------------------------------------------
(Address of principal executive office) (Zip Code)
(626) 432-1500
--------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes XX No
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of November 11, 2002 was 15,539,000.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.........................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION....4
PART II
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES......................6
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................6
SIGNATURES............................................................6
INDEX TO EXHIBITS.....................................................8
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2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Bottomline Home Loan, Inc., a
Nevada corporation, unless otherwise indicated. Unaudited, condensed interim
financial statements including a balance sheet for the Company as of the quarter
ended September 30, 2002, and statements of operations, and statements of cash
flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding year are attached hereto as Pages F-1 through
F-10 and are incorporated herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
3
BOTTOMLINE HOME LOAN, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
F-1
INDEX TO FINANCIAL STATEMENTS
Unaudited Balance Sheet as of September 30, 2002.........................F-3-4
Unaudited Statement of Operations for the three months ended
September 30, 2002 and 2001................................................F-5
Unaudited Statement of Cash Flows for the three months ended
September 30, 2002 and 2001................................................F-6
Notes to Condensed Financial Statements.................................F-7-10
F-2
BOTTOMLINE HOME LOAN, INC.
Unaudited Consolidated Balance Sheet
September 30, 2002
ASSETS
- -------------------------------------------------------------------------------------- --------------------
Current Assets
- -------------------------------------------------------------------------------------- --------------------
Cash $129,115
- --------------------------------------------------------------------------------------
Marketable securities 1,875
- --------------------------------------------------------------------------------------
Short-term receivables 326,948
- --------------------------------------------------------------------------------------
Receivables from sale of loans 3,047,517
- --------------------------------------------------------------------------------------
Prepaids and other assets 105,590
- -------------------------------------------------------------------------------------- --------------------
Total Current Assets 3,611,045
- --------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------- --------------------
- -------------------------------------------------------------------------------------- --------------------
Property and equipment, net 32,383
- -------------------------------------------------------------------------------------- --------------------
Other assets 9,826
- -------------------------------------------------------------------------------------- --------------------
- --------------------------------------------------------------------------------------
TOTAL ASSETS $3,653,254
- -------------------------------------------------------------------------------------- ====================
See accompanying notes to consolidated financial statements
F-3
BOTTOMLINE HOME LOAN, INC.
Unaudited Consolidated Balance Sheet (continued)
September 30, 2002
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------- -------------------
Current Liabilities
- --------------------------------------------------------------------------------------
Warehouse line of credit $ 2,845,248
- --------------------------------------------------------------------------------------
Note payable 314,078
- --------------------------------------------------------------------------------------
Accounts payable and accrued expenses 99,776
- --------------------------------------------------------------------------------------
Current maturities of long-term debt 11,530
- -------------------------------------------------------------------------------------- -------------------
Total Current Liabilities 3,270,632
- --------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------- -------------------
Long-Term debt -
- --------------------------------------------------------------------------------------
TOTAL LIABILITIES 3,270,632
- -------------------------------------------------------------------------------------- -------------------
- -------------------------------------------------------------------------------------- -------------------
MINORITY INTEREST 98,599
- -------------------------------------------------------------------------------------- -------------------
- -------------------------------------------------------------------------------------- -------------------
STOCKHOLDERS' EQUITY (DEFICIT)
- -------------------------------------------------------------------------------------- -------------------
Preferred stock - 5,000,000 shares authorized at $0.001 par, 0 shares issued
and outstanding
- -------------------------------------------------------------------------------------- -------------------
Common stock - 500,000,000 shares authorized at $0.001 par;
15,539,000 shares issued and outstanding, respectively 15,539
- -------------------------------------------------------------------------------------- -------------------
Additional paid-in capital 704,383
- -------------------------------------------------------------------------------------- -------------------
Accumulated deficit (435,899)
- -------------------------------------------------------------------------------------- -------------------
TOTAL STOCKHOLDERS' EQUITY 284,023
- --------------------------------------------------------------------------------------
$ 3,653,254
- -------------------------------------------------------------------------------------- ===================
See accompanying notes to consolidated financial statements
F-4
BOTTOMLINE HOME LOAN, INC.
Unaudited consolidated Statement of Operations
for the three months ended September 30, 2002 and 2001
2002 2001
-------------------------------
Revenues
Income from sale of loans and servicing $ 427,666 $ 259,344
rights
Origination fee revenue 257,488 156,249
Other fee income 7,020 61,041
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Total revenues 692,174 476,634
Operating Expenses
Salaries and direct loan costs 491,240 241,814
Interest 12,286 34,187
Selling, general and administrative 137,309 238,388
Total operating expenses 640,835 514,389
-------------------------------
Income (loss) from operations 51,339 (37,755)
Other income (expense)
Interest income - 3,724
Other income - 106
Realized and unrealized gain (loss) on sale - (32,715)
of securities
-------------------------------
Total other income (expense) - (28,885)
-------------------------------
Net income (loss) before minority interest
and taxes 51,339 (66,640)
Minority share of (income) loss (12,835) 6,517
Income tax (expense) benefit - -
-------------------------------
Net income (loss) $ 38,504$ (60,123)
===============================
Net income (loss) per common share $ 0.0$ (0.01)
- -basic and diluted
===============================
Weighted average shares outstanding 15,989,000 9,373,000
See accompanying notes to consolidated financial statements
F-5
BOTTOMLINE HOME LOAN, INC.
Unaudited consolidated Statements of Cash Flows
for the three months ended September 30, 2002 and 2001
2002 2001
------------------------ ---------------------
Cash Flows from Operating Activities:
Net Income (loss) $ 38,504 $ (60,123)
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
Depreciation 2,700 2,743
Realized and unrealized loss on trading securities - 33,372
Minority interest in net income 12,835 (6,517)
Decrease (increase) in:
Receivable from sale of loans (2,180,806) 961,050
Short-term notes receivable 26,792 -
Prepaid and other assets (93,090) -
Other assets - 12,500
Increase (decrease) in:
Accounts payable and accrued expenses 31,517 878
Warehouse line of credit 2,063,110 (937,008)
------------------------ ---------------------
Net cash provided by (used in) operating activities (98,438) 6,895
Cash Flows from Investing Activities:
Decrease (increase) in notes receivable- (62,322)
Purchase of property and equipment (2,970) -
------------------------ ---------------------
Net Cash Used in Investing Activities (2,970) (62,322)
Cash Flows from Financing Activities:
Net increase in note payable (39,662) -
Proceeds from long term debt - 59,385
Payments of long term debt (3,843) (6,345)
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Net cash provided by (used in) financing activities (43,505) 53,040
Net decrease in cash and cash equivalents (144,913) (2,387)
Cash and cash equivalents at beginning of period 274,028 41,672
Cash and cash equivalents at end of period $ 129,115 $ 39,285
- ------- - ------
See accompanying notes to consolidated financial statements
F-6
BOTTOMLINE HOME LOAN, INC.
Notes to the Unaudited Consolidated Financial Statements
For the Three Months ended September 30, 2002 Statements
For the Three Months ended September 30, 2002 Statements
NOTE 1 Summary of Significant Accounting Policies
Nature of Business
The Company incorporated under the laws of the State of Nevada on
February 15, 1996 as CyberEnergy, Inc. The name of the Company was
changed to Bottomline Home Loan, Inc. on May 4, 2001. The Company was
a development stage company until June 27, 2001, when it acquired 76%
of the outstanding common stock of Bottomline Mortgage, Inc. The
transaction was accounted for as a reverse acquisition using the
purchase method of accounting. The Company assists individuals,
brokers and others in obtaining long term trust deed (mortgage)
financing. The Company processes loan applications, effects loan
underwriting and receives purchase commitments from investor groups
for mortgage backed loans prior to funding the loans, primarily at its
corporate office in Pasadena, California. Loan applications are also
solicited and received at office locations in Salt Lake City, Utah;
Phoenix, Arizona; and San Marcos, Texas. The Company is a loan
correspondent, as defined by the U.S. Department of Housing and Urban
Development (HUD), and is therefore required to conform to certain net
worth, liquid assets and other conditions and requirements and to
follow certain specific regulations issued from time to time by HUD.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of Bottomline Home Loan, Inc. (formerly known as CyberEnergy, Inc.) and
its 75% subsidiary, Bottomline Mortgage, Inc. Minority interest
represents minority shareholders' proportionate share of the equity in
Bottomline Mortgage, Inc. All significant intercompany balances and
transactions are eliminated.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.
Concentration of Credit Risk
The Company's primary business is originating conventional mortgage
loans and mortgage loans based on FHA/HUD Title II regulations. As an
approved FHA/HUD Title II loan correspondent, the Company's FHA
mortgages are insured by FHA. Title II regulations limit the size of
individual loans to specific dollar amounts, and contain guidelines
regarding borrower credit-worthiness. Company management believes the
credit risk associated with specific borrowers and geographic
concentrations is not significant.
The Company maintains cash in bank deposit accounts, which at times may
exceed federally insured limits. The Company has not experienced any
losses in such accounts and believes it is not exposed to any
significant credit risk on cash and cash equivalents.
F-7
BOTTOMLINE HOME LOAN, INC.
Notes to the Unaudited Consolidated Financial Statements
For the Three Months ended September 30, 2002
Financial instruments, which potentially subject the Company to
concentration of credit risk include receivables from investors and
customers. In the normal course of business, the Company provides
credit terms to investors and customers. Accordingly, the Company
performs ongoing credit evaluations of investors and customers.
Earnings Per Share
The computation of basic earnings per common share is based on the
weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the
weighted average number of shares outstanding during the year plus the
common stock equivalents which would arise from the exercise of stock
options and warrants outstanding using the treasury stock method and
the average market price per share during the year. Common stock
equivalents are not included in the diluted per share calculation when
their effect is antidilutive. As of September 30, 2002 and 2001, the
Company has no stock options or warrants outstanding.
Recognition of Mortgage Fee Income
Mortgage fee income consists of service and release premiums,
origination fees, processing fees and certain other income related to
mortgages. For mortgages sold, mortgage fee income and related expenses
are recognized at the time the loan meets the sales criteria for
financial assets which are: (1) the transferred assets have been
isolated from the Company and its creditors. (2) the transferee
(investor) has the right to pledge or exchange the mortgage, and (3)
the Company does not maintain effective control over the transferred
mortgage loan. The Company does not carry any mortgage loans for
investment purposes. A firm commitment is obtained from the investor on
a loan-by-loan basis before closing a loan. Immediately after closing,
the loan documents are sent to the investor endorsed in blank, thus
meaning title and effective control have transferred to the investor.
At such time, revenue, calculated as the amount due from the investor
in excess of the loan funded by the Company, is recorded.
In connection with the sale of mortgage loans, the Company also sells
the servicing rights to such loans. The Company recognizes revenue from
the sale of such servicing rights when an agreement with the purchaser
of such servicing rights exists, ownership to such servicing rights has
been transferred to the purchaser, the selling price of such servicing
rights is fixed or determinable, and collectability is reasonably
assured. The Company's contracts with investors or servicers that
purchase these rights require certain warrants and representations by
the Company which guarantee the mortgages will be serviced for a
minimum of three to twelve months after they are purchased. Should for
any reason the loan be paid off or prepaid during the first year, the
servicer may request the return of all or a pro-rata portion of the
service release premium paid to the Company. The Company's accounting
policy is to provide a reserve for the amount of fees that are
estimated to be refunded to the servicers, however to date such
estimates are not material. During the years ended June 30, 2002 and
2001, the Company did not refund any service release premiums to a
servicer.
F-8
BOTTOMLINE HOME LOAN, INC.
Notes to the Unaudited Consolidated Financial Statements
For the Three Months ended September 30, 2002
Commitment fees received are non-refundable fees that arise from
agreements with borrowers that obligate the Company to make a loan or
satisfy an obligation under a specified condition, are initially
deferred and recognized as revenue as loans are delivered to investors,
or when it is evident that the commitment will not be utilized.
Loan origination fees received and direct costs of originating loans
are deferred and recognized as income or expense when the loans are
sold to investors.
Mortgage loans are primarily funded by lending institutions under
warehouse line of credit agreements.
Recognition of Other Fee Income
Other fee income represents fees charged to customers to initiate the
Equity Builder Program (the program). The program allows the customer
to make bi-weekly payments by automatic transfer, which results in a
quicker loan payoff. Other fee income is recognized upon the Company
receiving confirmation from the servicing agent that the loan payments
will be processed in accordance with the program. The unpaid balance
from the program due from customers at September 30, 2002 and 2001 was
$326,948 and $0, respectively, which is shown under the caption short
term receivables on the consolidated balance sheet.
Impairment of Long-Lived Assets
The Company reviews it long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable through undiscounted future cash flows.
If it is determined that an impairment loss has occurred based on
expected cash flows, such loss is recognized in the statement of
operations.
Income Taxes
Deferred taxes are computed using the asset and liability method. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for future tax consequences attributable to differences
between the financial statement carrying amount of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rate is recognized in income in the
period that includes the enactment date.
Note 2 Unaudited Financial Statements
The unaudited financial statements include the accounts of the Company
and include all adjustments (consisting of normal recurring items),
which are, in the opinion of management, necessary to present fairly
the financial position as of September 30, 2002 and the results of
operations and cash flows for the three months ended September 30,
2002. The results of operations for the three months ended September
30, 2002, are not necessarily indicative of the results to be expected
for the entire year.
F-9
BOTTOMLINE HOME LOAN, INC.
Notes to the Unaudited Consolidated Financial Statements
For the Three Months ended September 30, 2002
Note 3 Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared by management in accordance with the instructions in Form
10-QSB and, therefore, do not include all information and footnotes
required by accounting principles generally accepted in the United
States of America and should, therefore, be read in conjunction with
the Company's Form 10-KSB, filed with the Securities and Exchange
Commission. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended June 30,
2003.
F-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
General
Bottomline Home Loan, Inc. was formed under Nevada law on February 15,
1996, under the name Cyber Energy, Inc. The name was changed to
Bottomline Home Loan, Inc. on July 20, 2001. On June 26, 2001,
Bottomline Home Loan, Inc. signed an agreement to acquire a 76% interest
in Bottomline Mortgage, Inc. (Bottomline)in exchange for 10,000,000 of
the common shares of the Company or a 62% interest in the issued and
outstanding shares of its common stock. Bottomline then became an
operating subsidiary of the Company effective July 1, 2001. The
executive office is located at 200 South Los Robles Avenue, Suite 230,
Pasadena, California 91101, and our telephone number is (800) 520-5626.
The registered statutory office in Nevada is located at 711 S. Carson
Street, Suite 1, Carson City, Nevada 89701. We use the terms "Company"
and "we" in this report to refer to Bottomline Home Loan, Inc., unless
the context indicates otherwise.
The Company's operations are conducted primarily through its subsidiary
Bottomline. Bottomline is an independent retail mortgage banking company
engaged in the business of originating and selling residential mortgage
loans. Bottomline offers a broad array of residential mortgage products
targeted at high-credit-quality borrowers over the Internet, as well as
through 14 commission- compensated loan originators. Bottomline operates
from a principal office in Pasadena, California and a call center in
Clearwater, Florida to service the 18 states in which it is currently
approved to originate mortgages. Subsequent to the end of the quarter
the San Marcos, Texas call center was closed and the Florida office
opened.
Bottomline operates primarily as a mortgage banker, underwriting,
funding and selling its loan products to various buyers. In the year
ended December 31, 2001, Bottomline originated approximately $33.2
million in loans, of which 85% were first mortgages and 15% were second
mortgages made to owners seeking to refinance property they already
owned.
Our revenues increased significantly during the first three months of
this fiscal year compared to the same period in 2001. The interest rate
cuts during the period from late 2000 through early 2002 contributed to
increase demands for our services. Revenues for the three months ended
September 30, 2002, were almost 45% increased over what they were the
three months ended September 30, 2001. Total revenues for the three
months ended September 30, 2002 were $692,174 compared to $476,634 for
the same period during ending September 30, 2001. Our net income/(loss)
for the three months ended September 30, 2002 and September 30, 2001 was
$38,504 and ($60,123) respectively.
Bottomline was founded in 1989. Bottomline has focused on growing its
origination volume through the construction of a retail origination
network as a result of internal growth and through operation of an
Internet mortgage web site, www.bottomlinemortgage.com.
The operations of the Company are more fully set forth in the June 30,
2002 10-KSB filed on September 30, 2002.
Results Of Operations
The Company's results of operations for the periods described below are
not necessarily indicative of results of operations for future periods,
which depend upon numerous factors including the
4
Company's future ability to enter new markets and introduce additional
and new products into its markets.
Three months ending September 30, 2001 and 2002
Revenues for the three months ended September 30, 2002 were $692,174,
compared to revenues of $476,634 for the three months ended September
30, 2001, due to growth in the number of loans written during the
quarter.
Total operating expenses were $640,835 for the three months ended on
September 30, 2002, and $514,389 for the comparable period in 2001, an
increase of $126,446 or approximately 25%. The increased operating
expenses are a result of the increase in our loan activity.
Net income (loss) for the quarters ended September 30, 2002 and 2001 was
$38,504 and $(60,123), respectively. As a percentage of revenue, net
income for the three month period ended September 30, 2002, was 5.56% as
compared to the loss equal to 12.6% of revenues for the three month
period ended September 30, 2001. The increase in revenues over the
comparable period can be attributed to an increase in our loan activity
resulting, due in part to the low interest rates available to our
customers during the quarter.
Liquidity and Capital Resources
The Company had ending cash balance of $129,115 at September 30, 2002,
as compared to $39,285 at September 30, 2001.
Total stockholders' equity in the Company was $284,023 as of September
30, 2002, compared to stockholder's equity of $258,019 as of June 30,
2002.
Cash flows used by operations was $98,438 for the three months ended
September 30, 2002 as compared to cash flows provided by operations of
$6,895 for the three months period ended September 30, 2001.
Cash flows used in financing activities was $43,505 for the three months
ended September 30, 2002 as compared to cash flows provided by financing
activities of $53,040 for the three month period ended September 30,
2001.
Controls and Procedures
1. Evaluation of disclosure controls and procedures
Under the supervision and with the participation of the Company's Sole
Executive Officer, the Company evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in
Rule 13a-14(c) and 15d-14(c) under the Exchange Act) as of a date (the
"Evaluation Date") within 90 days prior to the filing date of this
report. Based upon that evaluation, the Sole Executive Officer concluded
that, as of the Evaluation Date, the Company's disclosure controls and
procedures are effective in timely alerting him to the material
information relating to the Company (or its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.
5
2. Changes in internal controls.
There were no significant changes made in the Company's internal
controls during the period covered by this report or, to the Company's
knowledge, in other factors that could significantly affect these
controls subsequent to the date of the Sole Executive Officer's
evaluation.
PART II
ITEM 1 LEGAL PROCEEDINGS
There have been no material changes in the status of legal proceedings
as reported in the Company's 10-KSB as filed on September 30, 2002.
ITEM 2 RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of unregistered securities since the filing of
the Company's 10-KSB as filed on September 30, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 6 of this Form 10-QSB, and are
incorporated herein by this reference.
(b) Reports on Form 8-K. No reports on Form 8-K
-------------------
were filed during the quarter.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 12th day of November, 2002.
BOTTOMLINE HOME LOAN, INC.
/s/ Buster Williams, Jr.
---------------------------------------
Buster Williams. Jr.
CEO and Director
6
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 Bottomline Home Loan, Inc.
(the" Company") on Form 10-QSB for the period ending September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the"Report"), I,
Buster Williams, Jr., Chief Executive, Sole Executive Officer, certify, pursuant
to 18 U.S.C. S 1350, as adopted pursuant to S 906 of the Sarbanes-Oxley Act of
2002, that:
1. I have reviewed this quarterly report on Form 10-QSB of Bottomline Home
Loan, Inc. and:
(a) The Report complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(b) The financial information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.
2. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Company and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made know to me 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 are my conclusions about the
effectiveness of the disclosure controls and procedures based on
my evaluation as of the Evaluation Date:
3. I have disclosed, based on my most recent evaluation, to the Company's
auditors and the board of directors
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data
and have identified for the Company's auditors any material
weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and
4. 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 my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
__/s/ Buster Williams, Jr.___
------------------------
Buster Williams, Jr.
Sole Executive Officer
November 13, 2002
7
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the
Company (incorporated herein by reference from
Exhibit No. 3(i) of the Company's Form 10-SB as filed with the Securities and
Exchange Commission on August 30, 2000).
3(ii) * Bylaws of the Company, as amended
(incorporated herein by reference from Exhibit
3(ii) of the Company's Form 10-SB as filed with the
Securities and Exchange Commission on August 30,
2000).
99.1 7 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 Of The Sarbanes-Oxley Act Of 2002
* Incorporated herein by reference from the referenced
filings previously made by the Company.
8