U. S. 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
For the transition period from _______ to _______.
Commission file number: 0-19154.
AMERICAN ASSET MANAGEMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
NEW JERSEY 22-2902677
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1280 Route 46 West, Parsippany, New Jersey 07054
(Address of principal executive offices)
Issuer's telephone number, including area code: (973) 299-8713
(Former name, former address and former fiscal year,
if changed since last report)
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_X_ NO___.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As
of November 14, 2002 there were 1,316,989 shares of its no par value
common stock issued and 1,295,970 shares outstanding.
Transitional Small Business Disclosure Format (check one):
YES___ NO_X_
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
_____________________________________________________________________________
September 30, December 31,
ASSETS ___2002___ ____2001____
Current Assets:
Cash $ 247,231 $ 298,319
Mortgage loans held for sale 2,393,854 3,411,888
Prepaid expenses &
other current assets 36,945 79,703
Total Current Assets 2,678,030 3,789,910
Land Development Costs 161,091 158,502
Property & Equipment, Net 2,849 4,894
TOTAL ASSETS 2,841,970 3,953,306
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Warehouse finance facility 2,339,731 3,336,358
Accounts payable, accrued expenses
and other current liabilities 162,219 155,758
Deferred income 11,018 17,991
Current maturities of note payable 27,427 25,518
Total Current Liabilities 2,540,395 3,535,625
Note Payable, Net of Current Maturities 23,864 40,627
Commitments and Contingencies
Stockholders' Equity:
Series A Preferred stock, no par value
(liquidation preference $210,000);
600,000 shares authorized, 210,000
and 150,000 issued and outstanding at
September 30, 2002 and December 31, 2001,
respectively. 205,000 150,000
Common stock, no par value;
10,000,000 shares authorized;
1,316,989 shares issued at September 30,
2002 and December 31, 2001; 1,295,970
shares outstanding at September 30, 2002
and December 31, 2001 3,852,825 3,852,825
Additional paid-in capital 231,207 231,207
Accumulated deficit (3,940,176) (3,785,833)
Treasury stock, 21,019 shares at cost (71,145) (71,145)
Total Stockholders' Equity 277,711 377,054
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 2,841,970 3,953,306
See accompanying Notes to Consolidated Financial Statements.
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AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
____________________________________________________________________________
For the Three Months|For the Nine Months
__Ended Sept. 30,___|__Ended Sept. 30,___
___2002__ __2001___|__2002__ __2001___
Revenues:
Mtg origination fees $ 385,595 $ 234,518 $ 818,106 $ 736,098
Land sales -0- -0- -0- 490,078
Application &
commitment fees 4,918 6,920 18,788 16,771
Mtg interest income 97,399 140,447 294,834 337,709
Total revenues 487,912 381,885 1,131,728 1,580,656
Expenses:
Employee compensation
& benefits 79,261 107,461 267,463 321,245
Commissions 249,075 176,907 553,719 500,387
Other expenses 101,983 153,083 328,340 430,542
Land development costs -0- -0- -0- 451,769
Interest expense 48,631 92,750 123,803 229,299
Total expenses 478,950 530,201 1,273,325 1,933,242
Income (Loss)
from operations 8,962 (148,316) (141,597) (352,586)
Other income 626 1,196 2,539 5,197
Income (Loss) before provision
for income taxes 9,588 (147,120) (139,058) (347,389)
Provision for
income taxes -0- -0- -0- -0-
Net income (loss) 9,588 (147,120) (139,058) (347,389)
Dividends on
Preferred Stock 5,250 -0- 15,285 -0-
Net Income (Loss) Attributable to
Common Stockholders 4,338 (147,120) (154,343) (347,389)
EARNINGS (LOSS) PER COMMON SHARE,
Basic $ 0.00 $ (0.11) $ (0.12) $ (0.26)
Diluted $ 0.00 $ (0.11) $ (0.12) $ (0.26)
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING,
Basic 1,295,970 1,310,060 1,295,970 1,314,671
Diluted 1,295,970 1,310,060 1,295,970 1,314,671
See accompanying Notes to Consolidated Financial Statements.
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AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
____________________________________________________________________________
For the Nine Months
______Ended Sept. 30,______
__2002___ __2001___
Cash flows from operating activities:
Net loss $(139,058) $(347,389)
Adjustments to reconcile net loss to
net cash used in
operating activities:
Depreciation and amortization 2,585 8,467
Changes in assets & liabilities:
Mortgage loans held for sale 1,018,034 1,891,972
Mortgage loans receivable -0- 24,000
Prepaid expenses & other current assets 42,758 (8,630)
Land development costs (2,589) 220,890
Warehouse finance facility (996,627) (1,869,427)
Deferred income (6,973) 4,814
Accounts payable accrued expenses
and other current liabilities 6,461 (26,523)
Net cash used in operating activities (75,409) (101,826)
Cash flows used in investing activities:
Purchases of property and equipment (540) (437)
Cash flows from financial activities:
Payments on note payable (14,854) (5,000)
Preferred stock dividends (15,285) -0-
Net Proceeds from issuance of Series A
Preferred Stock 55,000 -0-
Net cash provided by (used in)
financing activities 24,861 (5,000)
Net decrease in cash (51,088) (107,263)
Cash, beginning of period 298,319 371,012
Cash, end of period $247,231 $263,749
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $125,613 $229,299
Income taxes $ -0- $ -0-
Supplemental schedule of non-cash investing and financing activities:
As a result of a litigation settlement, 20,019
shares of Company common stock were repurchased
and held in treasury, in exchange for the
assumption of a note payable $ -0- $ 71,145
See accompanying Notes to Consolidated Financial Statements.
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AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
__________________________________________________________________________
1. BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements of American Asset
Management Corporation and subsidiaries (the "Company") are unaudited. In
the opinion of management, all adjustments and intercompany elimination's
necessary for a fair presentation of the results of operations have been
made and were of a normal recurring nature. These interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements and related notes thereto contained in the Company's
2001 Annual Report on Form 10-KSB. Reference is made to the Company's
annual financial statements for the year ended December 31, 2001, for a
description of the accounting policies which have been continued without
change. Also refer to the footnotes with those annual statements for
additional details of the Company's financial condition, results of
operations and changes in cash flows. The details in those notes have
not changed except as a result of normal transactions in the interim.
The results of the nine months ended September 30, 2002 are not necessarily
indicative of the results of the full year.
2. NET EARNINGS (LOSS) PER SHARE
Basic EPS and Diluted EPS for the nine and three month periods ended
September 30, 2002 and 2001 have been computed by dividing the net income
(loss) attributable to common stockholders for each respective period by
the weighted average shares outstanding during that period. All outstanding
10% Series A, Cumulative Participating Preferred Stock and options have been
excluded from the computation of Diluted EPS as they are antidilutive.
3. SEGMENT REPORTING
The Company has two primary operating segments including originating and
selling loans secured primarily by first mortgages on one-to-four family
residential properties (CFC) and real estate development (AADC). Segment
selection was based upon the nature of operations as determined by management
and all of the operations of these segments are conducted in New Jersey.
Certain selected financial information of these segments is described below:
Nine Months Ended CFC AADC Parent Total
September 30, 2002
Revenues 1,131,728 -0- -0- 1,131,728
Segment Profit (Loss) (18,567) (368) (120,123) (139,058)
Net identifiable assets 2,666,582 172,239 3,149 2,841,970
Nine Months Ended CFC AADC Parent Total
September 30, 2001
Revenues 1,090,578 490,078 -0- 1,580,656
Segment Profit (Loss) (196,497) 37,797 (188,689) (347,389)
Net identifiable assets 2,186,094 219,148 13,161 2,418,403
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4. WAREHOUSE LINE OF CREDIT
On March 29, 2002, the Company received notification that their existing
warehouse line of credit was approved for extension until March 31, 2003.
Funds from this line of credit are used for short-term financing of mortgage
loans held for sale, and are secured by residential mortgage loans and a
personal guarantee of the Company's President.
The Company is in violation of the warehouse line's net worth covenant as
of September 30, 2002. The Company has had discussions with the bank, and the
bank has advised the Company that they will continue to maintain the line of
credit until it's scheduled maturity date of March 31, 2003. However, the
bank has indicated that they may impose a reduction in the available line of
credit to an amount equal to 20 times total net worth. This potential
reduction is not expected to have a significant effect on the Company's
ability to conduct business until March 31, 2003.
The terms of the warehouse line of credit and the Company's internal
control policies require that a commitment be obtained from the purchaser,
prior to the Company closing the loan with the mortgagor. Accordingly, the
Company does not record any provision for uncollectible mortgage loans held
for sale.
5. STOCKHOLDERS' EQUITY
During the nine month period ended September 30, 2002, the Company issued
60,000 shares of its Series A Cumulative Convertible Participating Preferred
Stock for approximately $55,000 in net cash proceeds after payment of sales
commissions.
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Item 2.
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements which are not historical facts contained in this report
on Form 10-QSB are forward looking statements that involved a number of known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward looking statements. Such factors, include, but are not limited
to, those relating to competition, the ability to successfully market new
mortgage products and services, the economic conditions in the markets served
by the Company, the ability to hire and retain key personnel and other risks
detailed in the Company's other filings with the Securities and Exchange
Commission. The words "believe", "anticipate", "expect", "intend" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date the statements were made.
_____________________________________________________________________________
RESULTS OF OPERATIONS
THREE MONTHS ENDED September 30, 2002 COMPARED TO THE THREE MONTHS
ENDED September 30, 2001.
Total revenues for the three months ended September 30, 2002 were
$487,912 compared to $381,885 for the three months ended September 30, 2001,
an increase of $106,027 or approximately 27.7%. The increase was primarily
attributable to an increase in mortgage origination fees of $151,077, or
approximately 64.4%, to $385,595 from $234,518 during the comparable 2001
period. Mortgage interest income decreased by $43,048, or approximately
30.7% to $97,399 from $140,447 and application and commitment fee income
decreased by $2,002, or approximately 28.9%, to $4,918 from $6,920 during the
comparable 2001 period. The decrease in interest income is attributable to a
reduction in mortgage interest received on loans with lower note rates that
were owned and being warehoused by the Company while awaiting sale to
institutional and other investors and to a lesser extent a small decrease in
the number of mortgage applications and commitment fees received during the
period. The decrease in applications and commitment fees resulted from the
Company raising its acceptance standards, which pertain to credit scores or
the ratio of indebtedness to income of the applicants received from its
wholesale sources of mortgage originations during the 2002 period. The
Company believes that by raising its acceptance standards it will experience
more efficiency in its operations by reducing the number of unacceptable
applications and achieve a better ratio of closed loans as compared to
applications received.
The Company continued to see an increase in mortgage refinance
applications in the 2002 period due to a decrease in interest rates during the
period and continued focusing its efforts on expanding its wholesale business.
During the three month period ended September 30, 2002, the Company
established a closer business relationship with one of its wholesale mortgage
banking customers and during the period has received a larger percentage of
the customers overall mortgage production than it had experienced in the past.
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In addition, because of the amount, regularity and type of mortgage loans that
this improved relationship now generates, the Company has a goal of selling
pools of mortgages, also referred to as "bulk sales", to institutional and
other investors rather than one at a time sales as it presently conducts its
business. The Company believes it can negotiate greater revenues per mortgage
sold by this pooling method and has received approval during the period ended
September 30, 2002 from a major institution to sell mortgages in bulk,
"pools," to that institutional investor. The Company also believes there are
numerous other entities that it may make bulk sales to. Further, the Company
believes, though there can be no assurance, that through pooling it can
increase its wholesale customers and business volume, as a result of being
able to offer better competitive rates and higher compensation to its
wholesale customers while still increasing its net revenues per loan on a
percentage basis.
During the three months ended September 30, 2002, the Company received
111 mortgage loan applications for processing from borrowers aggregating
approximately $25,612,152 as compared to 110 mortgage loan applications in an
aggregate of approximately $21,250,750 in the comparable 2001 period. Of the
111 loans originated during the three months ended September 30, 2002, 63
loans or approximately 56.7% of the total were refinance applications and 48
loans or approximately 43.3% of the total were purchase applications.
Included in the purchase mortgage amounts are 9 second mortgages which
aggregate approximately $561,400 as compared to 7 second mortgage applications
received during the comparable 2001 period which aggregated approximately
$173,900.
During the three months ended September 30, 2002, the Company closed
60 residential mortgage loans in the principal amount of $14,343,446 compared
to 55 loans closed in the principal amount of $10,805,321 in the three months
ended September 30, 2001. At September 30, 2002, the Company had
approximately 83 residential mortgage applications in process in the principal
amount of $17,890,735 compared to 72 residential mortgage applications in
process in the principal amount of $11,439,919, at September 30, 2001.
Total expenses for the three months ended September 30, 2002 were
$478,950, a decrease of $51,251 or approximately 9.7% from $530,201 in the
comparable 2001 period primarily due to a reduction of $28,200 in employee
compensation resulting from a decrease in personnel and the rate of
compensation paid and benefits or approximately 26.2% to $79,261 from $107,461
in the comparable 2001 period, a reduction of $51,100 in other expenses or
approximately 33.4% to $101,983 from $153,083 in the comparable 2001 period
and a reduction of $44,119 in interest expense or approximately 47.6% to
$48,631 from $92,750 in the comparable 2001 period due to a lower interest
rate charged on borrowed money. These reductions in expenses were partially
offset by an increase in commissions of $72,168 or approximately 40.8% to
$249,075 from $176,907 in the comparable 2001 period. As a percentage of
revenues, expenses were approximately 98.2% in the current period compared to
approximately 138.8% in the comparable 2001 period.
As a result of the foregoing and the payment of Preferred Stock
Dividends of $5,250, the Company's earnings per share attributable to
common stockholders for the three months ended September 30, 2002 was
$0.003 per share compared to a net loss of $147,120 or $0.11 per share for
the comparable 2001 period.
-8-
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001.
Total revenues for the nine months ended September 30, 2002 were
$1,131,728 compared to $1,580,656 for the comparable 2001 period. The
$448,928 decrease in revenue was primarily attributable to an absence in
land sales during the 2002 period from $490,078 in the comparable 2001
period, and a decrease of $42,875 in mortgage interest income to $294,834
from $337,709 in the comparable 2001 period. This was partially offset by
an increase in mortgage origination fees of $82,008 to $818,106 from $736,098
in the comparable 2001 period and an increase in mortgage application and
commitment fees of $2,017 to $18,788 from $16,771 in the comparable 2001
period. The effect of lower interest rates during the period has had a
positive effect on the Company's business, although there can be no assurance
that interest rates will continue to decline or remain at present low levels.
During the nine months ended September 30, 2002, the Company closed 169
residential mortgage loans in the principal amount of $35,304,756 compared to
228 loans closed in the principal amount of $40,606,562 in the nine months
ended June 30, 2001.
Total expenses for the nine months ended September 30, 2002 were
$1,273,325 a decrease of $659,917 or approximately 34.1% from $1,933,242
in the comparable 2001 period due to an absence in land and development costs
during the 2002 period as compared to $451,769 land development costs during
the same period in 2001, a decrease in interest expense of $105,496 to
$123,803 from $229,299 during the same period in 2001 due to a lower interest
rate charged on borrowed money, a decrease in employee compensation and
benefits of $53,782 to $267,463 from $321,245 during the same period of 2001,
and a decrease in other expenses of $102,202 to $328,340 from $430,542 in the
same period of 2001. These reduced expenses were partially offset by an
increase in commission of $53,332 to $553,719 from $500,387 during the same
period of 2001. As a percentage of revenues, expenses were approximately
112.5% in the current period compared to approximately 122.3% in the
comparable 2001 period.
As a result of the foregoing and the payment of Preferred Stock dividends
of $15,285, the Company's net loss attributable to common stockholders for the
nine months ended September 30, 2002 was $154,343, or $0.12 per common share,
compared to a net loss of $347,389 or $0.26 per common share for the comparable
2001 period.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2002, the Company had cash and cash equivalents of
$247,231 compared to $298,319 at December 31, 2001, a decrease of $51,088 or
approximately 17.1%. This decrease is attributable to net cash used in its
operating activities of $75,409, that was partially offset by net cash
provided by financing activities of $24,861. Net cash provided by financing
activities was derived from the net proceeds from issuance of Series A
Preferred Stock after note payable payments and Preferred Stock dividends.
The Company utilizes one $6,000,000 warehouse line of credit for its
daily mortgage loan funding operations. Interest on this line of credit is
charged at the rate of Wall Street Journal Prime Rate plus one and one half
-9-
percent and expires on March 31, 2003. Whenever possible the Company employs
its available cash to fund mortgage loans which generates mortgage interest
income, as well as save interest costs and other fees associated with
utilizing its warehouse credit line. The warehouse line enables the Company
to borrow funds secured by residential mortgage loans which will be
temporarily accumulated or warehoused and then sold. At September 30, 2002,
the Company had borrowed $2,339,731 from its warehouse line of credit
representing approximately $2,393,854 in closed loans ready for sale.
During December 2001, the Company commenced an offering of up to
$600,000 of its 10% Series A, Cumulative Participating Preferred Stock.
As of December 31, 2001, the Company had received and accepted one
subscription in the amount to of $150,000 from one of its directors.
During the nine month period ended September 30, 2002, the Company had
received and accepted two additional subscriptions aggregating $60,000 which
resulted in net proceeds of approximately of $55,000 after payment of sales
commissions.
In January 2002, the Company entered into an agreement with the
principal of a non-affiliated New Jersey Limited Liability Corporation
("LLC") to conduct its mortgage banking business. The Company has licensed
the LLC's office, which is located in Flemington, New Jersey, as a branch
office, with the New Jersey Department of Banking, as well as four independent
contractor mortgage loan solicitors. For approximately one year prior to this
agreement the Company had been receiving mortgage loan applications from the
associate principal of the LLC. This office acts as a sales office only and
engages in writing mortgage loan applications which are forwarded to the
Company's main office for processing, underwriting and closing. The LLC is
compensated by the Company based on a percentage basis of the loan amount when
the loan closes. The LLC and its principal are responsible for all expenses
attributable to this office including compensation of the loan solicitors.
During April 2002, the Company moved its offices to 1280 Rt. 46,
Parsippany, New Jersey.
As of September 30, 2002, the Company owns 1 building lot in Hunterdon
County, New Jersey, which is not under contract of sale. The Board of
Directors authorized the Company to build a single family, colonial style
home on the lot, on speculation and offer it for sale to prospective
buyers. At the present time the Company has decided not to build a house
on speculation and is offering the final lot for sale with a build
to suit option. Although there can be no assurance that the Company will
be successful in this undertaking, the Company has retained an on-site
construction manager who is a non-affiliate of the Company, to assist the
Company in the construction of the build to suit house on the lot when
and if it obtains a buyer for the lot and house.
The Company estimates that it will require additional capital in order
to successfully implement its future operational plans. As a result, the
Company is seeking additional capital through, among other means, an infusion
of noncollateralized loans and the sale of additional equity in the Company or
its subsidiaries. However, there can be no assurance that the Company will be
able to obtain additional capital on terms acceptable to the Company.
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Item 3. Controls and Procedures
Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer ("CEO") who
also serves as the Chief Financial Officer ("CFO"), of the effectiveness of
the Company's disclosure controls and procedures. Based on that evaluation,
the CEO/CFO has concluded that the Company's disclosure controls and
procedures are effective to ensure that all information required to be
disclosed by the Company in reports that it files or submits under the
Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms. Subsequent to the date of their evaluation,
there were no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Part 1 - Item 3 contained in the Company's 10-KSB
for the year ended December 31, 2001 for further information relating to the
pending action commenced against, among others, the Company and its President
described below.
The action, which commenced in March 1999 in the Chancery Division of
the Superior Court of New Jersey, Union County, the plaintiffs allege that
the Company aided and abetted a former director in converting the assets of
two New Jersey limited liability companies by accepting loans and payments
from these two companies and the former director and repaying the loans to
the former director in the form of cash and Company stock. The Company is
unable to estimate the impact, if any, this matter would have on its
financial statements.
Item 2. Changes in Securities and Use of Proceeds
During the nine month period ended September 30, 2002, the Company sold
60,000 shares of its Series A Cumulative Convertible Participating Preferred
Stock to accredited investors in a private placement for $55,000 in net cash
proceeds after payment of $5,000 of sales commissions. The sales were made
pursuant to the exemptions from registration in Section 4(2) and/or
Regulation D of the Securities Act of 1933.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 99.1 Certification of Chief Executive and
Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
(b) No Reports
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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 ASSET MANAGEMENT CORPORATION
(Registrant)
Date: November 14, 2002 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)
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CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER
I, Richard G. Gagliardi, the Chief Executive Officer and Chief
Financial Officer of American Asset Management Corporation,
Certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Asset
Management 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 we 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 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
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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: November 14, 2002 _s/Richard G. Gagliardi_____
Richard G. Gagliardi,
Chief Executive Officer
and Chief Financial Officer
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