U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
--------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---- to ----
Commission File number 0-22954
SEALANT SOLUTIONS, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 65-0952186
------------------------------- ---------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29 Abbey Lane, Middleboro, Massachusetts 02346
----------------------------------------------
(Address of principal executive office and zip code)
(508) 880-6969
---------------------------
(Issuer's telephone number)
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(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 of 1934 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 at least
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:
On September 30, 2002, there were 50,714,085 shares of the Registrant's
Common Stock, par value $.01 per share, issued and outstanding.
SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Accountant's Report
Balance Sheet - September 30, 2002 (Unaudited) and
December 31, 2001
Statement of Operations - Three months and nine months
ended September 30, 2002 and 2001 (Unaudited) and July
8, 1998 to September 30, 2002
Statement of Stockholder's Equity - Nine months ended
September 30, 2002
Statement of Cash Flows - Three months and nine months
ended September 30, 2002 and 2001 (Unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation.
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
BALANCE SHEET
September 30, December 31,
2002 2001
-------------- --------------
(unaudited) (audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,149 $ 1,706
Marketable securities available for sale 5,200 21,400
Prepaid expenses 5,000
---------- ----------
TOTAL CURRENT ASSETS 12,349 23,106
---------- ----------
EQUIPMENT, net 885 3,617
---------- ----------
OTHER ASSETS
Intangible asset, net 250,000 32,775
Security deposits - 899
---------- ----------
TOTAL OTHER ASSETS 250,000 33,674
---------- ----------
$ 263,234 $ 60,397
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Account payable and accrued liabilities $ 18,131 $ 26,517
Due to related parties 42,343 70,991
---------- ----------
TOTAL CURRENT LIABILITIES 60,474 97,508
LONG TERM LIABILITIES:
Convertible debenture - officer 26,456 -
Note payable-officer 10,872 -
---------- ----------
37,328 -
STOCKHOLDER'S EQUITY:
Common stock, $.01 par value, 60,000,000 shares
authorized, 50,714,058 issued and outstanding 507,141 343,038
Additional paid in capital 763,472 589,367
Retained earnings (1,097,221) (977,756)
Other comprehensive income(loss) (7,960) 8,240
---------- ----------
TOTAL STOCKHOLDER'S EQUITY 165,432 (37,111)
---------- ----------
$ 263,234 $ 60,397
========== ==========
See accompanying notes to financial statements.
3
SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
Nine Months Nine Months July 8, 1998
Ended Ended (inception) to
September 30, September 30, September 30,
2002 2001 2002
------------- ------------- -------------
SALES $ 4,431 $ 13,500 $ 55,269
---------- ---------- ----------
EXPENSES:
Selling general and administrative 91,106 87,267 838,206
Write-down of long-lived assets 29,799 - 124,799
Stock-based compensation - 56,250 162,500
Advertising 3,000 1,546 47,680
---------- ---------- ----------
TOTAL EXPENSES 123,905 145,063 1,173,185
---------- ---------- ----------
OTHER INCOME:
Interest income 7 517 539
Other income - 12,316 20,15
---------- ---------- ----------
TOTAL OTHER INCOME 7 12,833 20,695
---------- ---------- ----------
NET LOSS $ (119,467) $ (118,730) $(1,097,221)
========== ========== =========
NET LOSS PER SHARE: $ (0.00) $ (0.00)
========== ==========
Number of shares used in computation 49,024,007 31,719,248
========== ==========
See accompanying notes to financial statements.
4
SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
Three months Three months
Ended Ended
September 30, September 30,
2002 2001
(unaudited) (unaudited)
------------- -------------
SALES $ - $ 13,500
EXPENSES:
Selling general and administrative 19,344 52,162
Write-down of equipment - -
Stock based compensation - 40,000
Advertising - 500
---------- ----------
TOTAL EXPENSES 19,344 92,662
OTHER INCOME 3 125
---------- ----------
NET LOSS $ (19,341) $ (79,037)
========== ==========
NET LOSS PER SHARE: $ (.00) $ (.00)
========== ==========
Number of shares used in computation 50,714,058 33,203,591
========== ==========
See accompanying notes to financial statements
5
SEALANT SOLUTIONS, INC.
(A Development State Enterprise)
STATEMENT OF STOCKHOLDER'S EQUITY
Additional Other
Common Stock Paid-in Accumulated Comprehensive
Shares Amount Capital Deficit Income(loss)* Total
-------- -------- ----------- ------------- ------------- --------
BALANCE AT DECEMBER 31, 2001 (audited) 34,303,591 $ 343,038 $ 589,367 $ (977,754) $ 8,240 $ (37,109)
Stock issued for services 150,000 $ 1,500 $ 5,500 $ 7,000
Stock issued for debt 4,360,467 $ 43,604 $ 43,605 $ 87,209
Sale of common stock 12,500,000 $ 125,000 $ 125,000 $ 250,000
Cancelled stock (600,000) $ (6,001) $ - $ (6,001)
Unrealized gain(loss) on marketable
securities available for sale $ (16,200) $ (16,200)
Net loss $ (119,467) $ (119,467)
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BALANCE AT JUNE 30, 2002 (unaudited) 50,714,058 507,141 763,472 (1,097,221) (7,960) 165,432
=============================================================================
* Comprehensive income, i.e., net income (loss), plus,
or less, other comprehensive income, totaled $ (135,667)
for the nine months ended September 30, 2002.
See accompanying notes to financial statements.
6
SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Nine Months July 8, 1998
Ended Ended (inception)to
September 30, September 30, September 30,
2002 2001 2002
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (119,467) $ (118,730) $ (1,097,221)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,009 4,099 41,388
Write-down of assets 28,499 - 123,499
Forgiveness of debt 87,209 12,191 99,400
Stock based on compensation 7,000 66,616 212,040
Changes in assets and liabilities:
Security deposits 899 - -
Prepaid expenses (5,000) (5,000)
Accounts payable and accrued liabilities (8,386) (41,279) 18,131
Due to officers and employees (17,776) 8,124 282,101
------------ ------------ -----------
Net cash (used in) provided by operating activites (26,013) (68,979) (325,662)
------------ ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Marketable securities available for sale 16,200 - (5,200)
Unrealized gain/(loss) on securities (16,200) - (7,960)
Intangible asset purchase (250,000) - (254,500)
Equipment purchases - - (137,271)
------------ ------------ -----------
Net cash used in investing activies (250,000) - (404,931)
------------ ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt converted to equity - - 66,153
Convertible debenture issued 26,456 - 26,456
Common stock 250,000 105,000 640
------------ ------------ -----------
Net cash provided by financing activies 276,456 105,000 732,742
------------ ------------ -----------
NET (DECREASE) INCREASE IN CASH 443 36,021 2,149
CASH AT BEGINNING OF THE YEAR 1,706 5,658 -
------------ ------------ -----------
CASH AT THE END OF THE YEAR $ 2,149 $ 41,679 $ 2,149
============ ============ ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ - $ - $ -
============ ============ ===========
Taxes $ - $ - $ -
============ ============ ===========
NON -CASH FINANCING ACTIVITIES:
Common stock issued for debt $ 87,209 $ 241,076 $ 328,285
============ ============ ===========
Common stock issued for services $ 7,000 $ 66,616 $ 169,116
============ ============ ===========
Common stock issued for acquistion of
intangible assets $ - $ - $ 30,000
============ ============ ===========
See accompanying notes to financial statements.
7
SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
---------------------
The accompanying unaudited consolidated financial statements
of Sealant Solutions, Inc. (the "Company") have been prepared
in accordance with generally accepted accounting principles
for interim financial information and with the instructions
to Form 10-QSB and Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation
(consisting of normal recurring accruals) have been included.
The preparation of financial statements in conformity with
generally accepted accounting principles requires 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. Operating results expected for
the six months ended September 30, 2002 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to
the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001. Per share data for the periods are based
upon the weighted average number of shares of common stock
outstanding during such periods, plus net additional shares
issued upon exercise of options and warrants.
NOTE 2. INVESTMENT
----------
In February 2002, the Company used $250,000 to enter into a
territorial agreement with IFG Goldstar Cement Company
whereby the Company would receive a royalty from the import
of concrete estimated to start in January of 2003.
NOTE 3. IMPAIRMENT
----------
In March 2002, based on the Company's review, the Company
reduced $21,000 from the carrying value of long-lived assets
to adjust to its fair market value.
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SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. EQUITY TRANSACTIONS
-------------------
In January 2002, the Company issued 50,000 shares of common
stock at $.02 per share to a member of the board of
directors. The Company also issued 50,000 shares of common
stock at $.02 per share for services rendered.
In February 2002, the Company issued 4,360,467 shares of
common stock at $02 per share to an officer of the Company
in exchange for $87,209 of indebtedness.
In February 2002, the Company issued 12,500,000 shares of
common stock for $250,000 pursuant to a private placement
memorandum.
In April 2002, the Company issued 50,000 shares as a result
of the dissolution of the purchase of The Lady Ole.
In May 2002, the Company received 600,000 of its shares as
a result of dissolution of the purchase of The Lady Ole.
Such shares redeemed were recorded at par value.
NOTE 5. GOING CONCERN
-------------
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. The
Company has suffered recurring losses amounting to
approximately $1,100,000, since inception. The Company
intends to raise additional debt or equity financing to
continue its operations if they are unsuccessful they may be
required to cease operations and/or file for bankruptcy.
NOTE 6. COMMITMENTS & CONTINGENCIES
---------------------------
In August 2002, the Company and officers of the Company
received a "Complaint for Damages" by two current
shareholders alleging they were prevented from selling their
common stock in the Company and consequently has resulted in
damages in excess of $15,000. No reserve was recorded for
the ultimate disposition of the lawsuit, although.
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SEALANT SOLUTIONS, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6. COMMITMENTS & CONTINGENCIES (Cont'd)
------------------------------------
In November 2002, the Company reached an agreement with the
Plaintiffs. Without admitting or denying any allegations,
and in exchange for dismissal of the lawsuit, the Company
agreed to issue to the Plaintiffs, 750,000 shares of Rule 144
restricted stock and to cancel the remainder of the licensing
agreement that the Company had with The Winners Edge
Licensing Corporation. The Company's Board of Directors
believes that the settlement was in favorable to the Company.
-10-
FORWARD-LOOKING STATEMENTS
--------------------------
Except for the historical statements and discussions contained herein,
statements contained in this report constitute "forward-looking statements"
as defined in the Securities Act of 1933 and the Securities Exchange Act of
1934, as amended. These forward-looking statements rely on a number of
assumptions concerning future events, and are subject to a number of risks
and uncertainties and other factors, many of which are outside the control
of the Company, that could cause actual results to differ materially from
such statements.
Readers are cautioned not to put undue reliance on such forward-looking
statements, each of which speaks only as of the date hereof. Factors and
uncertainties that could affect the outcome of such forward-looking
statements include, among others, market and industry conditions, increased
competition, changes in governmental regulations, general economic
conditions, pricing pressures, and the Company's ability to continue its
growth and expand successfully into new markets and services. The Company
disclaims any intention or obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
The analysis of the Company's financial condition, liquidity, capital
resources and results of operations should be viewed in conjunction with the
accompanying financial statements including the notes thereto.
General
The Company was incorporated in Delaware in 1995 under the name UC'NWIN
Systems, Inc. In August 1999 the Company changed its name to The Winners
Edge.com, Inc. During 1999, as a result of a Chapter 11 Bankruptcy Plan of
Reorganization, the Company acquired the assets of The Winners Edge
Licensing Corporation. In addition to the assets, the Company also acquired
a ten-year license with the exclusive right to market the Winners Edge
handicapping product renewable for a second ten years. The Company did not
acquire the ownership of the handicapping program. In September 2000 the
Company stopped marketing the Winners Edge handicapping product due to
insufficient income. On March 30, 2001, the Company acquired a roofing
sealant product, Roof Shield, which the Company intends to market worldwide.
In July 2001 the Company changed its name to Sealant Solutions, Inc. In
September 2001 the Company acquired the rights to sell and distribute in the
United States the Lady Ole' line of cosmetics products. In February2002, the
Company entered into a joint venture agreement with IFG Goldstar
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Cement Company for the entitlement to a royalty payment based
upon the sale of certain concrete products. In April of 2002 the Company
sold its rights to the Lady Ole line of cosmetic products and is no longer
in that business. In November of 2002 the Company agreed to terminate and
cancel the remaining term of it's licensing agreement with the Winners Edge
Licensing Corporation and will no longer attempt to market that product. The
Company is currently attempting to effect a merger, exchange of capital
stock, asset acquisition or other similar business combination with an
operating or development stage business that the Company may consider to
have significant growth potential. The Company is not restricting its search
to any particular industry.
Financial Condition
- -------------------
At September 30, 2002, the Company had current assets of $12,349 as
compared to $23,106 at December 31, 2001, total assets of $263,234, as
compared to $60,397 at December 31, 2001, and shareholders equity of
$ 165,432 compared to a shareholder deficiency of assets of ($37,111) as
of December 31, 2001. Both the increase in assets and shareholder equity
were primarily due to a $ 250,000 private placement of the Company's
common stock in February of 2002. Those proceeds were used to enter into
its royalty agreement with IFG Goldstar Cement Co.
Liquidity - The Company had a net increase in cash and cash equivalents
for the nine months ended September 30, 2002 of $443, cash and cash
equivalents at September 30, 2002 of $2,149, and cash and cash equivalents
of $1,706 at December 31, 2001.
Capital Resources - The Company has no present material commitments
for additional capital expenditures. The Company has no outstanding credit
lines and no loan commitments in place. Short term, the Company anticipates
generating cash to continue its operations either thru private placements of
its common stock or from capital contributions from its officers and/or
directors.
Results of Operations - The Company continues to pursue its business
objectives, but has yet to generate any significant revenues from its
sealant product or from its cement joint venture with IFG Goldstar. There
were essentially no revenues generated from the sales of its products for
the nine months ended September 30, 2002. The Company continues to pursue
the sales of its Roof Shield product and anticipates revenues developing
in the fourth quarter of 2002 as a result of its efforts over the past year.
The Company continues to work with IFG Goldstar Cement Company to assist in
the completion of the final phase of funding it requires to enable the
royalty revenue stream to commence. The Company anticipates these revenues
to begin in the first quarter of 2003.
-12-
The Company's revenues for the quarter ended September 30, 2002, were
$-0- compared to sales of $13,500 in the year earlier quarter. The principal
reason for the decreased revenue was the reduction in sales of its sealant
product as seen in the previous period.
Operating expenses for the nine months ended September 30, 2002 were
$123,905, as compared to $ 145,063 for the nine months ended September 30,
2001. The decrease in operating expenses is due to the Company reducing its
expenditures to be more in line with income.
Operating expenses for the quarter ended September 30, 2002 were
$19,341 compared to net loss of $79,037 in the quarter ended September
30, 2001. The decrease in operating expenses is due to the Company
reducing its expenditures to be more in line with income, primarily due to
a reduction in employee compensation.
The Company realized a net loss of $(119,467) for the nine months
ending September 30, 2002, as compared to a net loss of $(118,730) for the
nine months ending September 30, 2001.
The Company realized a net loss of $(19,341) for the three months
ending September 30, 2002, as compared to a net loss of $(79,037) for the
three months ending September 30, 2001. The decrease in net loss for the
period was primarily due to a reduction in compensation to the employees
of the Company as a result of the lack of income from the sale of the
Company's products.
The Company knows of no unusual or infrequent events or transactions,
nor significant economic changes that have materially affected the amount
of it's reported income from continuing operations for the nine-month
period ended September 30, 2002.
Item 3. Control and Procedures
----------------------
(a) Evaluation of Disclosure Controls and Procedures.
Within the 90 days prior to the date of this report, Sealant Solutions,
Inc. ("the Company") carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
President and Secretary/Treasury, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the President and
Secretary/Treasurer concluded that the Company's disclosure controls and
procedures are effective in timely alerting the Company to material
information required to be included in the Company's periodic SEC filings
-13-
relating to the Company (including its consolidated subsidiaries).
(b) Changes in Internal Controls
----------------------------
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal controls
subsequent to the date of our most recent evaluation.
-14-
SEALANT SOLUTIONS, INC.
PART II
Item 1. LEGAL PROCEEDINGS
-----------------
In August 2002, Wayne Baldridge and Jeff Morris (the "Plaintiffs")
former officers and directors of the Company, filed suit in the
Circuit Court in and for Broward County, Florida, against the
Company, Michael Fasci and Cary Parish (the "Defendants")
alleging that the Defendants refused to authorize the removal of
the restrictive legend on their shares of the Company's
common stock resulting in damages in excess of $15,000. The
Company retained legal counsel to defend the litigation.
In November 2002, the Company reached an agreement with
Plaintiffs. Without admitting or denying the allegations,
and in exchange for dismissal of the lawsuit, the Company
agreed to issue to the Plaintiffs, 750,000 shares of Rule 144
restricted stock and to cancel the remainder of the licensing
agreement between the Company and The Winners Edge Licensing
Corporation. The Company's Board of Directors believes that
the settlement is favorable to the Company.
Item 2. CHANGE IN SECURITIES
--------------------
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
Not Applicable
Item 5. OTHER INFORMATION
-----------------
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required to be filed for the
period covered by this Report.
(b) There are no reports required to be filed on Form 8-K for
the period covered by this Report.
-15-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEALANT SOLUTIONS, INC.
Date: November 14, 2002 By:/s/Michael E. Fasci
----------------------------------
Michael E. Fasci, Chairman and CEO
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB of
Sealant Solutions, Inc. for the quarter September 30, 2002, I, Michael E.
Fasci, Chairman and CEO of Sealant Solutions, Inc. hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
(1) such Quarterly Report on Form 10-Q for the quarter ended September
30, 2002, fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002, fairly presents, in all
material respects, the financial condition and results of
operations of Sealant Solutions, Inc.
SEALANT SOLUTIONS, INC.
Date: November 14, 2002 By:/s/Michael E. Fasci
----------------------------------
Michael E. Fasci, Chairman and CEO
-16-
CERTIFICATIONS
--------------
I, Michael E. Fasci, Chairman and CEO of Sealant Solutions, Inc.,
hereby certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Sealant
Solutions, 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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and I 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 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 my conclusions about the
effectiveness of the disclosure controls and procedures based
on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
-17-
registrant's internal controls; and
6. 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.
Date: November 14, 2002 By:/s/Michael E. Fasci
----------------------------------
Michael E. Fasci, Chairman and CEO
-18-