FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2003
Commission File Number 000-27867
DENDO GLOBAL CORP.
(Exact name of registrant as specified in its charter)
Nevada 87-0533626
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5555 North Star Ridge Way, Star, Idaho 83669
(Address of principal executive offices)
(Zip Code)
(208) 286-0166
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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.
X Yes ___ No
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding as of May 14, 2003
Common Stock 13,875,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DENDO GLOBAL CORP.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2003
CONTENTS
PAGE
- Unaudited Condensed Balance Sheets,
March 31, 2003 and December 31, 2002 2
- Unaudited Condensed Statements of Operations,
for the three months ended March 31, 2003
and 2002 and for the period from inception on
December 29, 1994 through March 31, 2003 3
- Unaudited Condensed Statements of Cash Flows,
for the three months ended March 31, 2003
and 2002 and for the period from inception on
December 29, 1994 through March 31, 2003 4
- Notes to Unaudited Condensed Financial Statements 5 - 8
DENDO GLOBAL CORP.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
March 31, December 31,
2003 2002
___________ ___________
CURRENT ASSETS:
Cash $ 2,209 $ 316
Prepaid expense 500 -
___________ ___________
Total Current Assets 2,709 316
___________ ___________
$ 2,709 $ 316
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 1,355 $ 7,005
Advance from related party - 250
Accrued interest - related party 102 27
Notes payable - related party 11,250 1,000
___________ ___________
Total Current Liabilities 12,707 8,282
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
13,875,000 shares issued and
outstanding 13,875 13,875
Capital in excess of par value 59,298 59,298
Deficit accumulated during the
development stage (83,171) (81,139)
___________ ___________
Total Stockholders' Equity (Deficit) (9,998) (7,966)
___________ ___________
$ 2,709 $ 316
___________ ___________
Note: The balance sheet as of December 31, 2002 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-2-
DENDO GLOBAL CORP.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three From Inception
Months Ended on December 29,
March 31, 1994 Through
__________________ March 31,
2003 2002 2003
________ ________ _________
REVENUE $ - $ - $ -
OPERATING EXPENSES:
General and administrative 1,957 2,368 38,432
________ ________ _________
OPERATING LOSS (1,957) (2,368) (38,432)
OTHER INCOME (EXPENSE):
Interest income - - 404
Interest expense (75) - (102)
________ ________ _________
Total Other Income (Expense) (75) - 302
________ ________ _________
LOSS BEFORE INCOME
TAXES (2,032) (2,368) (38,130)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
________ ________ _________
LOSS FROM CONTINUING
OPERATIONS (2,032) (2,368) (38,130)
DISCONTINUED
OPERATIONS:
Loss from operations of
discontinued line of
business - - (45,041)
________ ________ _________
NET LOSS $(2,032) $(2,368) $(83,171)
________ ________ _________
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.00) $ (.00)
Discontinued operations - - (.01)
________ ________ _________
Total Loss Per Share $ (.00) $ (.00) $ (.01)
________ ________ _________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-3-
DENDO GLOBAL CORP.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Three From Inception
Months Ended on December 29,
March 31, 1994 Through
_____________________ March 31,
2003 2002 2003
_________ ________ _________
Cash Flows from Operating Activities:
Net loss $ (2,032) $(2,368) $(83,171)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation and amortization - - 10,339
Non-cash expense - - 8,545
Changes in assets and liabilities:
(Increase) in prepaid expense (500) - (500)
Increase (decrease) in
accounts payable (5,650) 2,361 1,355
Increase in accrued interest
- related party 75 - 102
_________ ________ _________
Net Cash (Used) by
Operating Activities (8,107) (7) (63,330)
_________ ________ _________
Cash Flows from Investing Activities:
Organization costs - - (330)
Purchase of equipment - - (6,023)
Payment of software development costs - - (12,531)
_________ ________ _________
Net Cash (Used) by
Investing Activities - - (18,884)
_________ ________ _________
Cash Flows from Financing Activities:
Proceeds from common stock issuance - - 77,500
Stock offering costs - - (4,327)
Advance from related party - - 250
Proceeds from notes payable
- related party 10,000 - 11,000
Proceeds from capital lease - - 8,500
Payments on capital lease - - (8,500)
_________ ________ _________
Net Cash Provided by
Financing Activities 10,000 - 84,423
_________ ________ _________
Net Increase (Decrease) in Cash 1,893 (7) 2,209
Cash at Beginning of Period 316 142 -
_________ ________ _________
Cash at End of Period $ 2,209 $ 135 $ 2,209
_________ ________ _________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ 79
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period from inception on December 29, 1994
through March 31, 2003:
In March 2003, the Company extended a related party advance
of $250 into a new note payable.
During 1999, the Company transferred assets of $8,545
to its former president as compensation.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-4-
DENDO GLOBAL CORP.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Dendo Global Corp. ("the Company") was organized under the
laws of the State of Nevada on December 29, 1994 as Top Flight Software,
Inc. The Company subsequently changed its name to Dendo Global Corp. The
Company had been developing and marketing management software for pigeon
breeders and racers. However, the business proved to be unsuccessful and,
during January 1999, the Company discontinued its operations and is now
exploring various other business opportunities. The Company is considered
a development stage company as defined in Statement of Financial
Accounting Standards No. 7. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at March 31, 2003 and 2002 and for the
periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 2002 audited financial statements.
The results of operations for the periods ended March 31, 2003 and 2002
are not necessarily indicative of the operating results for the full year.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes". [See Note 4].
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period presented
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" [See Note 6].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
-5-
DENDO GLOBAL CORP.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142,
"Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for
Asset Retirement Obligations", SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections", SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
Financial Institutions - an Amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9", and SFAS No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure - an Amendment of FASB
Statement No. 123", were recently issued. SFAS No. 141, 142, 143, 144,
145, 146, 147 and 148 have no current applicability to the Company or
their effect on the financial statements would not have been significant.
Restatement - In March 2003, the Company effected a 5-for-1 forward stock
split. The financial statements have been restated, for all periods
presented, to reflect this stock split [See Note 2].
NOTE 2 - CAPITAL STOCK TRANSACTIONS
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at March 31, 2003 and December 31, 2002.
Common Stock - The Company has authorized 50,000,000 shares of common
stock at $.001 par value.
Change in Control - During August 1998, an individual purchased 12,500,000
shares of common stock of the Company giving him a 90% controlling
interest in the Company. Total proceeds from the sale of stock amounted
to $25,000 (or $.002 per share). The former officer and director resigned
and the individual was elected as the new president and director.
Stock Split - On March 11, 2003, the Company effected a 5-for-1 forward
stock split. The financial statements for all periods presented have been
restated to reflect the stock split.
NOTE 3 - RELATED PARTY TRANSACTIONS
Advance - An officer of the Company had advanced $250 to the Company on a
non-interest-bearing basis. On March 10, 2003, this advance was extended
into a new note payable.
Notes Payable - On March 10, 2003, the Company signed a $10,250 note
payable to an officer of the Company. The Company received proceeds of
$10,000 and extended a $250 related party advance. The note accrues
interest at 8% per annum and is due on demand. At March 31, 2003, accrued
interest payable on the note amounted to $47.
-6-
DENDO GLOBAL CORP.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS [Continued]
On September 11, 2002, the Company signed a $1,000 note payable to an
entity controlled by a shareholder of the Company. The note accrues
interest at 10% per annum and is due on demand. At March 31, 2003,
accrued interest payable on the note amounted to $55.
Management Compensation - The Company did not pay any compensation to its
officers and directors during the three months ended March 31, 2003 and
2002.
Rent - The Company has not had a need to rent office space. An officer of
the Company is allowing the Company to use his address, as needed, at no
expense to the Company.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax and any available
operating loss or tax credit carryforwards. At March 31, 2003, the
Company has available unused operating loss carryforwards of approximately
$82,600, which may be applied against future taxable income and which
expire in various years through 2023. The amount of and ultimate
realization of the benefits from the operating loss carryforwards for
income tax purposes is dependent, in part, upon the tax laws in effect,
the future earning of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty surrounding the
realization of the loss carryforwards, the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax assets are approximately, $28,100 and
$27,400 at March 31, 2003 and December 31, 2002, respectively, with an
offsetting valuation allowance of the same amount resulting in a change in
the valuation allowance of approximately $700 during the three months
ended March 31, 2003.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, has current
liabilities in excess of current assets and has no on-going operations.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations through
loans or through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
-7-
DENDO GLOBAL CORP.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share
for the periods presented:
For the Three From Inception
Months Ended on December 29,
March 31, 1994 Through
_____________________ March 31,
2003 2002 2003
__________ __________ _________
Loss from continuing operations
available to common
shareholders (numerator) $ (2,032) $ (2,368) $(38,130)
__________ __________ _________
Loss from discontinued
operations available to common
shareholders (numerator) $ - $ - $(45,041)
__________ __________ _________
Weighted average number of
common shares outstanding
used in loss per share for the
period (denominator) 13,875,000 13,875,000 8,377,779
__________ __________ _________
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
-8-
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.
Plan of Operation
Dendo has not engaged in any material operations or had any revenues
from operations during the last three fiscal years. The Company is
presently attempting to determine which industries or areas where the
Company should concentrate its business efforts, and at that
determination, will formulate its business plan and commence operations.
During the next twelve months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or
the payment of expenses associated with reviewing or investigating any
potential business venture, which the Company expects to pay from advances
from management.
The Company has experienced net losses during the development stage
(December 29, 2994 to present) and has had no significant revenues during
such period. During the past three fiscal years the Company has had no
business operations. In light of these circumstances, the ability of the
Company to continue as a going concern is significantly in doubt. The
attached financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Three Months Ended March 31, 2003 and 2002
The Company has had no material operations or revenues for the past
three years years. It incurred a net loss of $2,032 for the three-month
period ended March 31, 2003 and a net loss of $2,368 for the comparable
period from the prior year.
General and administrative expenses were $1,957 for the three-month
period ended March 31, 2003 and $2,368 for the comparable period from the
prior year. These expenses are primarily legal and accounting costs.
Liquidity and Capital Resources
We used net cash of $8,107 for operating activities and receive
$10,000 in net cash from investing activities during the three months
ended March 31, 2003. As of March 31, 2003, our current liabilities
totaled $12,707 and we had a working capital (deficit) of ($9,998). The
Company does not have sufficient funding to pay its obligations. In light
of these circumstances, the ability of the Company to continue as a going
concern is significantly in doubt.
An officer of the Company had previously advanced $250 to the Company
on a non-interest-bearing basis. On March 10, 2003, this advance was
extended into a new note payable in the amount of $10,250 which was
comprised of proceeds of $10,000 and the prior $250 related party advance.
The note accrues interest at 8% per annum and is due on demand. At March
31, 2003, accrued interest payable on the note amounted to $47.
Forward-Looking Statements
When used in this Form 10-Q or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or
other public or shareholder communications, or in oral statements made
with the approval of an authorized officer of the Company's executive
officers, the words or phrases "would be", "will allow", "intends to",
"will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended
to identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and
advises readers that forward-looking statements involve various risks and
uncertainties. The Company does not undertake, and specifically disclaims
any obligation to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of
such statement.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, the Company's
Chief Executive Officer and Chief Financial Officer carried out an
evaluation 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 Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic
SEC filings. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
On March 11, 2003, the Company affected a 5-for-1 forward stock
split. The financial statements for all periods presented have been
restated to reflect the stock split.
An officer of the Company had previously advanced $250 to the Company
on a non-interest-bearing basis. On March 10, 2003, this advance was
extended into a new note payable in the amount of $10,250 which was
comprised of proceeds of $10,000 and the prior $250 related party advance.
The note accrues interest at 8% per annum and is due on demand. The
issuance of the note was exempt from registration under Section 4(2) of
the Securities Act of 1933 and pursuant to Rule 506 as promulgated under
the Securities Act of 1933. The Company did not use an underwriter in
connection with the transaction.
Item 5. Other Information
On February 20, 2003, the Company signed a Letter of Intent with U.S.
Wireless Online, Inc., a Georgia corporation ("U.S. Wireless"), regarding
a proposed Agreement and Plan of Reorganization (the "Agreement"),
pursuant to which the Company could acquire all of the outstanding
securities of U.S. Wireless. The Letter of Intent has since expired, no
agreement was entered into by the parties and the Company does not expect
to enter into a transaction with U.S. Wireless.
Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3(i).1 Articles of Incorporation of the Company (Incorporated by reference
to Exhibit 3.1 of the Company's Form 10-SB, filed October 29,1999).
3(i).2 Certificate of Amendment to the Articles of Incorporation of the
Company (Incorporated by reference to Exhibit 3.2 of the Company's
Form 10-SB, filed October 29, 1999).
3(ii).1 Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of
the Company's Form 10-SB, filed October 29, 2999).
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(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.
Date: May 15, 2003 DENDO GLOBAL CORP.
By /s/ Cornelius A. Hofman
Cornelius A. Hofman
President, Secretary, Treasurer, CFO
CERTIFICATIONS
I, Cornelius A. Hofman, as Chief Executive Officer of the Company, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Dendo Global
Corp.;
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 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. I have disclosed, based on my 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
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 our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 15, 2003 By /s/ Cornelius A. Hofman
Cornelius A. Hofman, President
I, Cornelius A. Hofman, as Chief Financial Officer of the Company, certify
that:
7. I have reviewed this quarterly report on Form 10-Q of Dendo Global
Corp.;
8. 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;
9. 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;
10. 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 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;
11. I have disclosed, based on my 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
12. 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: May 15, 2003 By /s/ Cornelius A. Hofman
Cornelius A. Hofman, CFO