UNITED STATES
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
EXCHANGE ACT
For the transition period from to
Commission file number 000-28533
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Premium Financial Services & Leasing, Inc.
--------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Wyoming 86-0970133
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9229 Delegates Row, Suite 130, Indianapolis, Indiana 46240
------------------------------------------------------------
(Address of principal executive offices)
(317) 575-1800
Issuer's telephone number
(Former name, former address and former fiscal year, if changed since
last report.)
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 practical date: September 30, 2002 5,000,000
Transitional Small Business Disclosure Format (check one).
Yes ; No X
---- -----
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Premium Financial Services & Leasing, Inc.
We have reviewed the accompanying balance sheets of Premium Financial
Services & Leasing, Inc. as of September 30, 2002 and December 31, 2001 and the
related statements of operations for the three and nine month periods ended
September 30, 2002 and 2001 and cash flows for the nine month periods ended
September 30, 2002 and 2001. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
October 22, 2002
F-2
PREMIUM FINANCIAL SERVICES & LEASING, INC.
BALANCE SHEETS
(Unaudited)
September 30, December 31,
2002 2001
------------------ ------------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 7,032 $ 33,030
Fixed Assets:
Computer and Office Equipment 26,767 26,767
Less Accumulated Depreciation (8,475) (4,461)
------------------ ------------------
18,292 22,306
------------------ ------------------
Other assets - deposits - 75,000
------------------ ------------------
TOTAL ASSETS $ 25,324 $ 130,336
================== ==================
LIABILITIES
Current Liabilities:
Accounts Payable $ 15,033 $ 2,932
Accrued Expenses - 151
Line of Credit 14,589 -
Current portion of lease obligations 3,792 4,071
Related Party Loans - Current 113,753 85,943
------------------ ------------------
Total Current Liabilities 147,167 93,097
------------------ ------------------
Non-Current Liabilities:
Convertible Debentures 61,900 -
Long-Term Debt - lease obligations 875 7,045
------------------ ------------------
Total Liabilities 209,942 100,142
------------------ ------------------
F-3
PREMIUM FINANCIAL SERVICES & LEASING, INC.
BALANCE SHEETS
(Unaudited)
(Continued)
September 30, December 31,
2002 2001
------------------ ------------------
STOCKHOLDERS EQUITY
Common Stock, Par Value $.001
Authorized 100,000,000 shares, Issued
5,000,000 and 4,000,000 at September 30, 2002
and December 31, 2001 $ 5,000 $ 4,000
Retained Earnings (Deficit) (189,618) 26,194
------------------ ------------------
Total Stockholders' Equity (184,618) 30,194
------------------ ------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 25,324 $ 130,336
================== ==================
See accompanying notes and accountants' report.
F-4
PREMIUM FINANCIAL SERVICES & LEASING, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------------------------------- --------------------------------------
2002 2001 2002 2001
----------------- ------------------ ------------------ ------------------
REVENUES
Sales commissions $ 73,558 $ 70,927 $ 203,567 $ 341,619
----------------- ------------------ ------------------ ------------------
EXPENSES
Selling & Marketing 42,914 34,932 129,317 192,990
General & Administrative 72,428 38,744 198,884 126,882
----------------- ------------------ ------------------ ------------------
Net Income from Operations (41,784) (2,749) (124,634) 21,747
----------------- ------------------ ------------------ ------------------
Other Income (Expense)
Interest Income (Expense) (5,940) - (15,178) -
----------------- ------------------ ------------------ ------------------
NET INCOME (LOSS) $ (47,724) $ (2,749) $ (139,812) $ 21,747
================= ================== ================== ==================
Earnings Per Share $ (0.01) $ - $ (0.06) $ 0.01
================= ================== ================== ==================
See accompanying notes and accountants' report.
F-5
PREMIUM FINANCIAL SERVICES & LEASING, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
September 30,
---------------------------------------
2002 2001
------------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (139,812) $ 21,747
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation 4,014 -
Changes in Operating Assets and Liabilities:
Increase (Decrease) in Accounts Payable 12,101 3,867
Increase (Decrease) in Accrued Expenses 14,560 1,848
Increase (Decrease) in Line of Credit 14,589 -
------------------- -----------------
Net Cash Provided by (Used in) Operating Activities (94,548) 27,462
------------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Equipment - (26,547)
------------------- -----------------
Net Cash Used by Investing Activities - (26,547)
------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Convertible Debentures 60,000 -
Proceeds from Related Party Loans 30,000 -
Proceeds Long-Term Debt - 12,952
AAA Distributions - (24,696)
Payments on Long-term Debt (6,450) -
Payments on Related Party Loans (15,000) -
------------------- -----------------
Net Cash Provided by (Used in) Financing Activities 68,550 (11,744)
------------------- -----------------
Net (Decrease) Increase in Cash and Cash Equivalents (25,998) (10,829)
Cash and Cash Equivalents at Beginning of Period 33,030 25,000
------------------- -----------------
Cash and Cash Equivalents at End of Period $ 7,032 $ 14,171
=================== =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 12,343 $ -
------------------- -----------------
Franchise and income taxes $ - $ -
------------------- -----------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
None
See accompanying notes and accountants' report.
F-6
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Premium Financial Services &
Leasing, Inc. is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Interim Reporting
The unaudited financial statements as of September 30, 2002 and for the
nine month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the nine
months. Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
July 11, 1997. The Company ceased all operating activities during the period
from July 11, 1997 to October 20, 1999 and was considered dormant.
On April 8, 2002, the Company entered into an acquisition agreement
with Premium Financial Services & Leasing, Inc., wherein, Business to Business
acquired Premium Financial Services & Leasing, Inc. in exchange for a
controlling interest in its shares of Common Stock. Subsequently, Business to
Business changed its name to Premium Financial Services & Leasing, Inc.
Nature of Business
The Company is in the business of full service leasing that is focused
on offering medium sized and small ticket-leasing programs to a national network
of brokers, vendors and end users.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
F-7
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Depreciation
Fixed assets are stated at cost. Depreciation is calculated primarily
using the straight-line method over the estimated useful lives of the assets as
follows:
Asset Rate
- ------------------------------------------------ -----------------
Computer Equipment 5 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Income Taxes
For the year 2001, the Company has elected to be an "S-Corporation" and
is not subject to income tax. Income is taxed directly to the shareholders.
Revenue recognition
The Company's primary source of revenue is from acting as a lease
broker. Revenue is recognized from the sale or assignment of sales-type or
direct financing leases to third parties when the lease is funded by the
purchaser.
Advertising Expense
Advertising costs are expensed when the services are provided.
F-8
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the Three Months Ended September 30, 2002
Basic Loss per Share
Loss to common shareholders $ (47,724) 5,000,000 $ (0.01)
================== =================== ==================
For the Three Months Ended September 30, 2001
Basic Loss per Share
Loss to common shareholders $ (2,749) 4,000,000 $ -
================== =================== ==================
For the Nine Months Ended September 30, 2002
Basic Loss per Share
Loss to common shareholders $ (139,812) 2,420,800 $ (0.06)
================== =================== ==================
For the Nine Months Ended September 30, 2001
Basic Earnings per Share
Income to common shareholders $ 21,747 4,000,000 $ 0.01
================== =================== ==================
The effect of outstanding common stock equivalents would be
anti-dilutive for September 30, 2002 and 2001 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassification
Certain reclassifications have been made in the 2001 financial
statements to conform with the September 30, 2002 presentation.
F-9
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 2 - INCOME TAXES
As of September 30, 2002, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $189,000 that
may be offset against future taxable income through 2021. Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carry-forwards will expire unused. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEPOSITS
Deposits as of December 31, 2001, include a $75,000 deposit paid in
contemplation of the May 21, 2002 purchase of Business to Business, Inc.
NOTE 4- LINE OF CREDIT
The Company has a $50,000 line of credit through Farmers Bank at an
interest rate of 7.25%. As of September 30, 2002, the Company owes $14,589 on
this line of credit.
NOTE 5 - RELATED PARTY PAYABLES
On December 4, 2001, an officer loaned the Company $75,000. The Company
shall repay $90,000 to the officer within 360 days of the date of the loan.
On February 5, 2002, the father of the president of the Company, loaned
the Company $30,000. Interest at the stated prime rate of 4.75% is being
accrued.
Due to related party at September 30, 2002 and December 31, 2001
consists of the following:
(Unaudited)
September 30, December 31,
------------------ -----------------
2002 2001
------------------ -----------------
Note payable to officer, unsecured $ 82,819 $ 75,000
Note payable, related party 30,934 -
Advances, unsecured, non-interest
bearing, due on demand - 10,943
------------------ -----------------
$ 113,753 $ 85,943
================== =================
F-10
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 6 - LONG TERM DEBT
Long-term liabilities of the Company at September 30, 2002 and December
31, 2001 consists of the following:
(Unaudited)
September 30, December 31,
----------------- ----------------
2002 2001
----------------- ----------------
Lease Payable to Bank, Due 7/13/04,
Interest 7.65%, secured by computer $ 4,667 $ 11,116
Less Current Portion 3,792 4,071
----------------- ----------------
Total Long-Term Liability $ 875 $ 7,045
================= ================
NOTE 7- CONVERTIBLE DEBENTURES
During 2002, the Company made an offering of 5,000 to 10,000 units that
consist of a $100, 10% Convertible Debenture and common share purchase warrant.
The debenture matures one year from closing, unless extended. The debentures
will bear an annual interest rate of 10%, payable semi-annually, beginning six
months from closing of the offering, payable in cash or common stock. The
debenture will be convertible at the holder's option at any time prior to
maturity at a conversion price of equal to 50% of the average trading price of
Premium Financial Services & Leasing , Inc.'s shares over 20 consecutive trading
days. As of the date of this report the Company's stock has not begun trading.
As of June 30, 2002, the Company has $61,900, including accrued interest in
convertible debentures.
NOTE 8 - CONTINGENCIES
The Company at times will have agreements with a funding source to sell
certain receivables with recourse. In the event of the customer's default the
company must repurchase the receivables from the funding source. As of September
30, 2002 and December 31, 2001 the company is not contingently liable to such
receivables sold with recourse.
The Company is a defendant in a lawsuit. In the opinion of Company's
management, the lawsuit will not have a material adverse impact on the Company's
financial position, results of operations or cash flows.
F-11
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 9 - LEASES
The Company leases facilities and equipment under various capital and
operating leases with expiration dates through 2006.
The Company has entered into a lease agreement for its office
facilities. The rental charges are approximately $1,400 per month. The lease
expires in April 2006. On January 14, 2002 the Company entered into a sublease
for additional office space. The rental charge ranges from $3,500 to $6,992 per
month expiring November 30, 2004.
Equipment capitalized under capital leases had fair market value of
$16,342 as of June 30, 2000 (date of acquisition of the equipment and assumption
of the related leases by the Company). Total rental expense was $25,500 and
$8,415 for the nine months ended September 30, 2002 and 2001, respectively,
including rent under month-to month leases.
Net minimum rental commitments under all non-cancelable operating
leases are as follows:
Capital Operating
Year Ending December 31, Leases Leases Total
------------------ ------------------- ------------------
2002 $ 4,755 $ 59,038 $ 63,793
2003 4,755 88,343 93,098
2004 2,379 98,947 101,326
2004 - 31,545 31,545
2005 - 16,800 16,800
------------------ ------------------- ------------------
Total minimum lease payments due 11,889 294,673 306,562
Less amounts representing interest (1,099) - (1,099)
------------------ ------------------- ------------------
$ 10,790 $ 294,673 $ 305,463
================== =================== ==================
The minimum future lease payments under these leases for the next five
years are:
Twelve Months
Ended December 31, Real Property Equipment
- ------------------------- ------------------- ------------------
2002 $ 51,300 $ 12,493
2003 72,741 20,357
2004 93,712 7,614
2005 16,800 14,745
2006 16,800 -
------------------- ------------------
Total minimum future lease payments $ 251,353 $ 55,209
=================== ==================
F-12
PREMIUM FINANCIAL SERVICES & LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
(Unaudited)
NOTE 9 - LEASES (Continued)
The leases generally provides that insurance, maintenance and tax expenses are
obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.
NOTE 10- MERGER / ACQUISITION
On May 21, 2002, the Company finalized a merger agreement with Premium
Financial Services & Leasing, Inc. (Indiana). As a result, the Company acquired
the business and operations of Premium Financial Services & Leasing, Inc.
(Indiana), in exchange for the issuance of a controlling interest in Premium
Financial Services & Leasing, Inc. (Wyoming) shares to the former shareholder of
Premium Financial Services & Leasing, Inc. (Indiana). Under the Plan of Merger,
4,000,000 shares of Common Stock were issued to the former shareholder of
Premium Financial Services & Leasing, Inc. (Indiana), increasing the number of
shares outstanding to 5,000,000. Merger expenses of $75,000 were recorded as a
decease to retained earnings (deficit).
The merger was recorded as a recapitalization. In connection with this
recapitalization, the number of shares outstanding prior to the merger have been
restated to their post merger equivalents (increased from 100 shares to
4,000,000) and the par value of the Common Stock changed from no par value to
$.001. All references in the accompanying financial statements to the number of
Common shares and per-share amounts for 2001 and 2000 have been restated to
reflect the equivalent number of post merger shares.
F-13
Item 2. Management's Discussion and Analysis or Plan of Operation
This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001.
Plan of Operation
The Company was organized under the laws of the state of Wyoming on
July 11, 1997 under the name Business to Business, Inc. On April 8, 2002, the
Company entered into an acquisition agreement with Premium Financial Services &
Leasing, Inc. of Indiana to acquire Premium Financial and its assets and
liabilities. Our shareholders approved the acquisition and we completed the
Acquisition on May 21, 2002. Premium Financial was originally founded in
September 1995 in Indiana. As a result of the Acquisition, we issued 4,000,0000
shares of our common stock to the shareholder of Premium Financial. On May 31,
2002 we filed articles of amendment to change our name to Premium Financial
Services & Leasing, Inc. pursuant to the closing of the acquisition of Premium
Financial.
Prior to the acquisition we had no assets or business operations. We
are engaged in the leasing and finance with a focus on offering medium sized and
small ticket leasing programs to a national network of brokers, vendors and end
users. Our financing solutions allow businesses the ability to acquire the
capital needed to facilitate equipment acquisition, whether the equipment is new
or used.
Premium Financial Services & Leasing's primary objective is to provide
its national network of banking institutions with exclusively tailored leasing
clearinghouse services. To date, it has been able to facilitate lease-financing
deals up to $10,000,000. Moreover, it has the ability to fund lease initiatives
up to $75,000 without the need for financials or tax return documentation from
the lessee. Premium Financial's specific strategy is to:
o Attend to the special funding requirements that national
lender's are currently unable to address towards small and
medium sized businesses as well as start-up's.
o Increase marketing efforts in the areas of direct mail
campaigns, trade show arenas and local and national
advertising.
o Capitalize and expand upon its national network.
o Provide leasing and financing products in all categories.
o Establish the top product development team in the business.
o Channel marketing investments towards awareness.
o Offer the best financing products to entry-level
organizations.
o Create innovative and interactive financial service processes.
o Take advantage of its abilities to deliver high volume and
gross profit margins with minimal incurred costs in order to
invigorate marketing directions.
Premium Financial Services & Leasing's business plan projects expansion
through acquisitions funded mostly with stock but requiring some cash expenses
and consideration. Premium
F-14
Financial Services & Leasing will need to raise additional funds through public
or private debt or equity financing in order to:
o take advantage of anticipated opportunities or acquisitions of
complementary assets, technologies or businesses;
o develop new products; or
o respond to unanticipated competitive pressures.
The future success of Premium Financial Services & Leasing depends in
large part on its ability to manage any achieved growth in its business. For its
business plan to succeed, Premium Financial Services & Leasing will need:
o to expand its business with new and current customers;
o to develop and offer successful new products and services;
o to retain key employees and hire new employees; and
o to ensure that any future business that may be developed or
acquired will perform in a satisfactory manner.
These activities are expected to place a significant strain on the
Company's resources. Also, Premium Financial Services & Leasing cannot guarantee
that any of these will occur or that Premium Financial Services & Leasing will
succeed in managing the results of any success in its business plan.
Results of Operations
The Company had $73,558 and $203,567 in sales and sales revenues for
the three and nine months ended September 30, 2002 and $70,927 and $341,619 for
the three and nine months ended September 30, 2001. Revenues consisted primarily
of fees collected for the management and sale of leasing agreements.
The Company had $42,914 and $129,317 in selling and marketing expenses
for the three and nine months ended September 30, 2002 compared to $34,932 and
$192,990 for the three and nine months ended September 30, 2001. General and
administrative expenses were $72,428 and $198,884 for the three and nine months
ended September 30, 2002 and $38,744 and $126,883 for the three and nine months
ended September 30, 2001.
The Company recorded a net loss of ($47,724) and ($139,812) for the
three and nine months ended September 30, 2002 compared to (loss) income of
($2,749) and $21,747 for the same periods in 2001. The net loss in 2002 is
partly attributable with the merger between Business to Business and Premium
Financial Services and Leasing (Indiana).
Capital Resources and Liquidity
At September 30, 2002, the Company had total current assets of $7,032
and total assets of $25,324 as compared to $33,030 current assets and $130,336
total assets at December 31, 2001. The Company had a net working capital deficit
of $140,135 and $60,067 at September 30, 2002 and December 31, 2001.
F-15
Net stockholders' equity (deficit) in the Company was ($184,618) and
$30,194 as of September 30, 2002 and December 31, 2001.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None/Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated herein by
this reference:
Exhibit No. Exhibit
2.1 Acquisition Agreement between Registrant and Premium Financial
(1)
3 Articles of Incorporation (2)
3.2 Bylaws (2)
3.1 Amended Articles of Incorporation (2)
99.1 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.2 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
F-16
(1) Incorporated herein by reference from Registrant's Schedule 14C,
Registration Statement, dated May 2, 2002
(2) Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated December 17, 1999
* Filed within
(b) Reports on Form 8-K.
None
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.
Premium Financial Services & Leasing, Inc.
October 23, 2002 /s/ Michael Gooch
-----------------------
Michael Gooch
President, CEO and Director
(Principal Executive Officer)
October 23, 2002 /s/ Dennis Kluzke
-----------------------
Dennis Kluzke
CFO and Director
(Principal Financial Officer)
F-17
I, Michael Gooch, certify that:
1. I have reviewed this quarterly report on form 10-qsb of Premium
Financial Services & Leasing, Inc.
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 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.
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: October 23, 2002
/S/ Michael Gooch
President, CEO and Director
(Principal Executive Officer)
F-18
I, Dennis Kluzke, certify that:
1. I have reviewed this quarterly report on form 10-qsb of Premium
Financial Services & Leasing, Inc.
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 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.
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: October 23, 2002
/S/ Dennis Kluzke
CFO and Director
(Principal Financial Officer)
F-19