SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 July 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act
Commission file number 0-33285
DYNAMIC INTERNATIONAL, INC.
(exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
11-3563216
(IRS Employer Identification No.)
58 Second Avenue, Brooklyn, NY 11215
(Address of principal executive offices)
(718) 369-4160
(Registrant's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
YES [X ] NO []
As of September 15, 2003 the Registrant had 4,418,258 shares of its Common Stock
outstanding
Transitional Small Business Disclosure Format: YES [ ] NO [X]
Index to Form 10-QSB
For the Quarter ended July 31, 2003
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of July 31, 2003 (unaudited) and 1
April 30,2003
Condensed Statements of Operations for the three months 2
ended July 31, 2003 (unaudited) and July 31, 2002(unaudited)
Condensed Statements of Cash Flows for the three months ended 3
July 31, 2003 (unaudited) and July 31,2002 (unaudited)
Notes to the Financial Statements for the three months ended
July 31, 2003 and July 31,2002 (unaudited) 4-7
Item 2. Management's Discussion and Analysis 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Item 7. Sarbanes-Oxley Certification 13-14
Signatures 15
Exhibit 99.1 16
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Dynamic International, Inc.
Condensed Balance Sheets
July 31, 2003 April 30, 2003
(Unaudited)
CURRENT ASSETS
Cash $ 27,290 $ 36,648
Accounts receivable, less
allowance of $360,000 at July 31 and April 30, 2003 1,082,978 1,021,193
Inventories 1,487,216 1,429,017
Other current assets 32,141 31,099
--------- ---------
Total Current Assets 2,629,625 2,517,957
Fixed Assets- Net of accumulated
depreciation 48,779 51,400
Security Deposits 1,000 1,000
--------- -----------
TOTAL ASSETS $2,679,404 $2,570,357
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 765,333 $ 764,330
Amounts due affiliated company 2,728,337 2,901,291
--------- ---------
Total Current Liabilities 3,493,670 3,665,621
COMMITMENT and CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock 4,419 4,419
Additional paid in capital 5,119,796 5,119,796
Accumulated deficit (5,938,478) (6,219,476)
----------- -----------
(814,263) (1,095,261)
Less: Treasury stock (3) (3)
------------ -----------
Total Stockholders' Deficit (814,266) (1,095,264)
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $2,679,404 $2,570,357
========== =========
See accompanying notes to condensed financial statements
1
Dynamic International, Inc.
Condensed Statements of Operations
Three Months Ended July 31,
2003 2002
(Unaudited) (Unaudited)
Net sales $1,990,278 $2,542,582
Cost of sales 1,229,710 1,870,995
--------- ---------
Gross profit 760,568 671,587
-------- -------
Operating expenses 448,590 566,428
Interest 4,116 3,385
Interest-related party 26,864 44,070
------ ------
479,570 613,883
------- -------
Income before taxes 280,998 57,704
Provision for taxes 0 0
- -
Net income $ 280,998 $57,704
======== =========
Basic and diluted
income (loss) per
common share $ .06 $ .01
======== =========
Weighted average number
Common shares
Outstanding 4,417,718 4,417,718
========= =========
Cash dividends per
Common share None None
See accompanying notes to condensed financial statements
2
Dynamic International, Inc.
Condensed Statements of Cash Flows
For the Three
Months ended July 31,
2003 2002
(Unaudited) (Unaudited)
Operating activities:
Net income $280,998 $57,704
-------- ------
Adjustments to reconcile net income
to net cash provided by/ (used for) operating
activities
Depreciation 2,622 612
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (61,784) (1,191,748)
Inventory (58,199) 484,793
Prepaid expense and other (1,042) 65,074
Increase (decrease) in:
Accounts payable and accrued expenses-
non-related 1,002 133,754
----- -------
Total adjustments (117,401) (507,515)
--------- ---------
Net cash (used)/ provided by operating activities 163,597 (449,811)
-------- ---------
Financing activities:
Accounts payable and accrued expenses-
related party (172,955) 507,231
--------- -------
Net cash - (used)/ provided by financing activities (172,955) 507,231
--------- -------
Increase (decrease) in cash and equivalents (9,358) 57,420
Cash and equivalents- beginning of period 36,648 38,006
------ ------
Cash and equivalents - end of period $27,290 $95,426
====== ======
See Accompanying Notes to Condensed Financial Statements
3
Dynamic International, Inc.
Notes to Condensed Financial Statements
For The Three Months Ended July 31, 2003 and 2002
(Unaudited)
1. Basis of Presentation
The Condensed Balance Sheet as of July 31, 2003 and the related Condensed
Statements of Operations and Cash Flows for the three months ended July 31,
2003 and 2002 are unaudited. In the opinion of management, the unaudited
condensed financial statements include all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position of the Company as of July 31, 2003 and April 30,2003 and the
results of their operations for the three months ended July 31, 2003 and
2002.
The April 30, 2003 Balance Sheet data was derived from audited financial
statements but does not include all disclosures required by generally
accepted accounting principles. The interim condensed financial statements
and notes thereto should be read in conjunction with the financial
statements and the notes included in the Company's filing on Form 10K-SB.
The results of operations for the three months ended July 31, 2003 and 2002
are not necessarily indicative of the operating results for the entire year
or any future interim periods.
2. Summary of Significant Accounting Policies
The accounting policies followed by the Company are set forth in the notes
to the Company's financial statements included in the Company's Form 10K-SB
for the year ended April 30, 2003
3. Going Concern
The Company's financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As disclosed in the financial
statements, the Company has an accumulated deficit of approximately
$5,900,000 and a working capital deficiency of approximately $900,000.
These factors raise substantial doubt about the Company's ability to
continue as a going concern.
Management's plans rely, to a substantial extent, on the availability of
funding of its cash flow needs, by its affiliate. Although the Company has
been able to make payments to reduce the balance due to the affiliate there
is uncertainty if the trend will continue.. In the first quarter the
Company had net income of $280,000, however, there can be no assurance that
management's plans will continue to be successful. Management believes that
consumer demand for luggage has been and may continue to be reduced by
lingering effects of the September 11, 2001 terrorist attacks and, as a
result, expects that sales of its luggage products will likely be
negatively impacted for at least the near term. The financial statements do
not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot
continue in existence.
4
Dynamic International, Inc.
Notes to Condensed Financial Statements
For Three Months Ended July 31, 2003 and 2002
(Unaudited)
4. Related Party Transactions
Pursuant to a Warehouse and Service Agreement dated as of September 21,
2000 (the "Warehousing Agreement") between the Company and a related party
(the "Related Entity") wholly owned by a major stockholder, the Related
Entity provides occupancy space and performs certain administrative
services on behalf of the Company. Under the Warehousing Agreement, the
Related Entity, among other things, assists in the maintenance of financial
and accounting books and records, in the preparation of monthly financial
accounts receivable aging schedules and other reports and in the
performance of credit checks on the Company's customers. In consideration
for these services, the Related Entity receives an annual fee, payable
monthly, calculated at a percentage of the Company's invoiced sales
originating at the warehouse ranging from 4% of the invoiced sales under
$30 million annually to 3% of sales of $60 million or more. For sales which
do not originate at the warehouse, the Related Entity receives a service
fee in the amount of 1.5% of the Company's invoiced sales to customers and
accounts located in the United States if payment is made by letter of
credit and 1% if such customers and accounts are located outside the United
States, irrespective of manner of payment. In addition, under the
Warehousing Agreement, the Related Entity provides warehousing services
consisting of receiving, shipping, and storing the Company's merchandise.
The Company pays the Related Entity a monthly fee of 3% of its invoiced
sales originating at the warehouse in connection with these warehousing
services performed by the Related Entity under the Warehousing Agreement.
As part of the Warehousing Agreement, the Company applies an offset for
certain shared expenses.
The Warehousing Agreement, which was renewed on September 21, 2000, had a
term of two years and then automatically renews from year to year unless
written notice of termination is given at least six months prior to the
commencement of a renewal period. Total warehousing and administrative
expenses charged to operations were $83,948 and $146,235 for the three
months ended July 31, 2003and 2002, respectively.
5
Dynamic International, Inc.
Notes to Condensed Financial Statements
For Three Months Ended July 31, 2003 and 2002
(Unaudited)
In addition, the Related Entity has purchased inventory for the Company and
has charged the Company for the invoiced amount of the inventory. Pursuant
to an unwritten understanding, the Related Entity arranges for the
issuance, by its financial lender, of letters of credit in favor of the
Company's overseas suppliers, thereby enabling the Company to finance the
purchases of its inventory.
Pursuant to a Security Agreement dated as of January 2, 2001, between the
Company and the Related Entity, the Related Entity has perfected its
security interest in all of the Company's assets.
Amounts due to the Related Entity totaled $2,901,291 and $2,728,337, at
April 30, 2003 and July 31, 2003, respectively. The Company records
interest on the unpaid balance due to the Related Entity at the
JPMorganChase prime rate plus 1%. Total interest expense charged to
operations was $26,864 and $44,070 for the three months ended July 31, 2003
and 2002, respectively.
5. Significant risks and Uncertainties
The Company's luggage products compete with products designed by a number
of the largest companies in the industry. Accordingly, there can be no
assurance that the Company will be able to effectively compete with these
companies as well as with other smaller entities.
Most of the Company's products are purchased from China. The Company
believes that, if necessary, it will be able to obtain its products from
firms located in other countries at little, if any, additional expense. The
Company believes that an interruption in deliveries by a manufacturer
located in a particular country will not have a material adverse impact on
the business of the Company. Nevertheless, because of political instability
in a number of the supply countries, occasional import quotas and other
restrictions on trade or otherwise, there can be no assurance that the
Company will at all times have access to a sufficient supply of
merchandise.
6
7. Legal Proceedings
The Company has been summoned to answer a complaint filed by 3L Associates.
The Company entered into a license agreement with 3L Associates in
September of 2000, under which agreement the Company was given the license
to use the trademark Adolfo in connection with luggage and accessories. The
complaint alleges that the Company did not pay minimum royalties of $25,000
for the period April 1,2002 to March 31,2003. The complaint also alleges
that the Company did not give the required notice to 3L Associates that the
Company did not wish to extend the term of the license agreement. In the
complaint, 3L Associates demands judgment against the Company in the amount
of $300,000, together with its expenses and reasonable attorney's fees,
legal interest and costs, and such other and further relief as shall seem
just and proper to the court. The Company intends to vigorously defend
against the suit.
7
Item 2. Management's Discussion and Analysis
The following discussion should be read in conjunction with the financial
statements and related notes that are included under Item 1. Statements made
below which are not historical facts are forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties
including, but not limited to, general economic conditions, our ability to
complete development and then market our services, competitive factors and other
risk factors as stated in other of our public filings with the Securities and
Exchange Commission.
Dynamic International, Inc. ("the Company") was formed on August 31, 2000 as a
wholly owned company of Dynamic International Ltd. ("Ltd."). Pursuant to an
Equity Transfer and Reorganization Agreement dated August 10, 2000, (the
Agreement) by and among Ltd., certain of its shareholders, Emergent Management
Company, LLC ("Emergent"), and several holders of membership interests in
Emergent Ventures, LLC (an affiliate of Emergent), Ltd. transferred all of its
assets to the Company. In addition the Company assumed all of the liabilities of
Ltd. (other than outstanding bank debt in the amount of $250,000).
General
The following discussion should be read in conjunction with the Financial
Statements and related notes thereto of the Company included elsewhere herein.
The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. As disclosed in the financial statements, the
Company has an accumulated deficit of approximately $5,900,000 and a working
capital deficiency of approximately $900,000. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans rely, to a substantial extent, on the availability of funding
of its cash flow needs, by its affiliate. Although the Company has been able to
make payments to reduce the balance due to the affiliate there is uncertainty if
the trend will continue.. In the first quarter the Company had net income of
$280,000, however, there can be no assurance that management's plans will
continue to be successful. Management believes that consumer demand for luggage
has been and may continue to be reduced by lingering effects of the September
11, 2001 terrorist attacks and, as a result, expects that sales of its luggage
products will likely be negatively impacted for at least the near term. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Results of Operations for the Three Months Ended July 31, 2003 Compared to the
Three Months Ended July 31, 2002.
Sales for the three months ended July 31,2003, decreased by $553,000 or 21.7% to
$1,990,000 from $2,543,000 for the three months ended July 31, 2002. The Company
believes that this decrease was primarily the result of the general economic
environment and reduced sales of luggage due to the decrease in travel caused by
events that began with the terrorist attacks of September 11, 2001. Allowances
granted to customers were 5.5% of net sales for the three months ended July
31,2002 as compared to 5.3% of net sales for the three months ended July
31,2002.
8
The Company's gross profit increased by approximately $88,000 and the Company's
gross margin, as a percentage of sales, increased by 11 .77% to 38.19% from
26.42% for the three months ended July 31, 2002. A major factor contributing to
the increases is competitive prices the Company has received from the Peoples
Republic of China. In Addition, sales for the three months ended July 31,2002
included sales of discontinued and written down inventory of approximately
$381,000.
Operating expenses, exclusive of interest expense, for the three months ended
July 31, 2003 were $119,000 less than the three months ended July 31,2002. This
decrease is represented approximately by changes in the following expenses:
Increase
(Decrease)
Royalty Expense ($20,000)
Shipping Fees ($63,000)
Salesman Salaries ($33,000)
Other Corporate Items ($3,000)
Royalty expense and shipping fees decreased by $20,000 and $63,000,
respectively, due to the decreased sales . Salesman salaries decreased by
$33,000 due to the elimination of a position.. Other corporate expenses
increased by $3,000 including a decrease in insurance which was offset by an
increase in accounting fees.
Interest expense for the three months ended July 31, 2003 increased by $1,000
from the three months ended July 31,2002.
Interest expense related party for the three months ended July 31,2003 decreased
by $17,000 from the three months ended July 31,2002. This decrease was due to
reduced interest rates and the reduction of the amounts due to Achim Importing
Co. Inc. ("Achim").
9
The following table sets forth the results of operations for the periods
discussed above:
Three Months Three Months
Ended Ended
July 31, 2003 July 31, 2002
Net Sales $1,990,000 $2,543,000
Cost of Goods
Sold 1,230,000 1,871,000
-------------- ------------
Gross Margin 760,000 672,000
-------- ------------
As a Percentage of Net Sales 38.19 % 26.42%
Operating Expenses 448,000 567,000
Interest 4,000 3,000
Interest -related party 27,000 44,000
-------------- ------------
479,000 614,000
------- -------
Income before provision
for Income Taxes $ 281,000 $ 58,000
======= =======
Related Party Transactions
Pursuant to a Warehouse and Service Agreement dated as of September 21, 2000(the
"Warehousing Agreement") between the Company and a related party("Achim") wholly
owned by a major stockholder, the Achim provides occupancy space and performs
certain administrative and shipping services to the Company.
Achim has purchased inventory for the Company and has charged the Company for
the invoiced amount of the inventory. In addition, pursuant to an unwritten
understanding, the related party arranges for the issuance by its financial
lender of letters of credit in favor of the Company's overseas suppliers thereby
enabling the Company to finance the purchases of its inventory.
Seasonality and Inflation
The Company's business is seasonal with higher sales typically in the second and
third quarters of the fiscal year.
Management does not believe that the effects of inflation will have a material
impact on the Company.
10
Liquidity and Capital Resources
During the three months ended July 31, 2003, cash provided by operations was
$163,000. This was primarily the result of net income of $280,000. which was
offset by increases in accounts receivable and inventory of $61,000 and $58,000,
respectively.
The company used cash of $173,000 to reduce the amount due to Achim. The Company
has received substantial financial support from Achim. Achim is wholly owned by
Marton B. Grossman, the Chairman and President of the Company.
Advances from Achim are due upon demand. The Company records interest on the
unpaid balance due to Achim at the JPMorganChase prime rate plus 1%. The amount
of interest recorded for the three months ended July 31, 2003 and 2002 was
$27,000 and $44,000, respectively.
The Company will continue to utilize the financial support of Achim for
inventory purchases. Achim is not obligated to continue providing any support.
In the event Achim chooses not to support the Company, we would have to reduce
operations or seek to find financial support from other third parties.
11
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been summoned to answer a complaint filed by 3L Associates.
The Company entered into a license agreement with 3L associates in
September of 2000, under which agreement the Company was given the license
to use the trademark Adolfo in connection with luggage and accessories. The
complaint alleges that the Company did not pay minimum royalties of $25,000
for the period April 1,2002 to March 31,2003. The complaint also alleges
that the Company did not give the required notice to 3L Associates that the
Company did not wish to extend the term of the license agreement. In the
complaint, 3L Associates demands judgment against the Company in the amount
of $300,000, together with its expenses and reasonable attorney's fees,
legal interest and costs, and such other and further relief as shall seem
just and proper to the court. The Company intends to vigorously defend
against the suit.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibit 99.1
Exhibit 99.2
12
Item 7. Sarbanes - Oxley Certifications
CERTIFICATIONS
I. Marton Grossman hereby certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Dynamic
International, 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; and
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 position, results of operations, and
cash flows of the issuer as of, and for, the periods presented in this
quarterly report
4. I am responsible for establishing and maintaining disclosure controls
and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to me,
particularly during the period in which the periodic reports are
being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure controls
and procedures as of July 31, 2003; and
(iii)Presented in the report our 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 recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):
(i) All significant deficiencies in the design or operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial data
and have identified for the issuer's auditors any material
weaknesses in internal controls; and
(ii) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal controls; and
6. I have indicated in the 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: September 19, 2003
/s/ Marton Grossman
- ------------------------
Marton Grossman, CEO
13
1. William P. Dolan, hereby certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Dynamic
International, 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 reports; and
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 position, results of operations, and
cash flows of the issuer as of, and for, the periods presented in this
quarterly report
4. I am responsible for establishing and maintaining disclosure controls
and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to me,
particularly during the period in which the periodic reports are
being prepared;
(ii) Evaluated that effectiveness of the issuer's disclosure controls
and procedures as of July 31, 2003; and
(iii)Presented in the report our 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 recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent functions):
(i) All significant deficiencies in the design of operation of
internal controls which could adversely affect the issuer's
ability to record, process, summarize and report financial data
and have identified for the issuer's auditors any material
weaknesses in internal controls; and
(ii) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's
internal controls; and
6. I have indicated in the 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: September 19, 2003
/s/ William P. Dolan
- ---------------------
William P. Dolan, CFO
14
SIGNATURES
In accordance with Section 13 or 15(d) of the 1934 Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
DYNAMIC INTERNATIONAL, INC.
By: /s/ William P. Dolan
- ------------------------
William P. Dolan
VP Finance
September 19, 2003
15
Exhibit 99.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly filing of Dynamic International, Inc., a Nevada
corporation (the "company"), on Form 10-QSB for the period ended July 31, 2003
as filed with the Securities and Exchange Commission (the "Report"), the
undersigned, Marton Grossman and William P. Dolan, the Chief Executive Officer
and Chief Financial Officer, respectively, of the Company, each hereby certify,
pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350), that:
(1) The Report 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 the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: September 19, 2003
/s/ Marton Grossman
- --------------------
Marton Grossman, CEO
Exhibit 99.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly filing of Dynamic International, Inc., a Nevada
corporation (the " company'), on Form 10-QSB for the period ended July 31, 2003
as filed with the Securities and Exchange Commission (the "Report" ), the
undersigned, Marton Grossman and William P. Dolan, the Chief Executive Officer
and Chief Financial Officer , respectively, of the Company, each hereby certify,
pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350), that:
(1) The Report 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 the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: September 19, 2003
/s/ William P. Dolan
---------------------
William P. Dolan, CFO
16