UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(MARK ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
OR
|_| 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: 000-28047
DIVERSIFIED THERMAL SOLUTIONS, INC.
(Exact name of issuer as specified in charter)
Nevada 94-3342064
------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
4126 Delp Street, Memphis, Tennessee 38118
------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (901) 365-7650
--------------
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. Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.0001 Par value 20,242,571 shares
------------------------------- ---------------------------
(Class of Stock) (Shares outstanding as of May 14, 2002)
Diversified Thermal Solutions, Inc.
INDEX TO FORM 10-QSB
Part I. Financial Information
Item 1. Financial Statements. Page
----
Condensed Consolidated Balance Sheet..................................3
Condensed Consolidated Statements of Operations.......................4
Condensed Consolidated Statements of Cash Flows.......................5
Notes to Condensed Consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis or Plan of Operation......................9
Item 3. Controls and Procedures........................................................9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K..............................................10
2
Diversified Thermal Solutions, Inc.
Condensed Consolidated Balance Sheets
MARCH 31 DECEMBER 31
2003 2002
------------ -----------
(UNAUDITED)
ASSETS
Current assets:
Cash $ 6,336 $ 14,188
Receivables:
Trade, net 18,081 12,260
Related party 35,637 59,009
------------ ------------
Total receivables 53,718 71,269
Unbilled revenue to related company 15,183 11,827
Refundable income taxes 5,677 8,068
------------ ------------
Total current assets 80,914 105,352
Deferred loan and acquisition costs 267,059 192,395
------------ ------------
Total assets $ 347,973 $ 297,747
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 414,164 $ 294,034
Advances from related parties:
Shareholder 106,184 120,184
Related company 125,604 124,063
------------ ------------
Total advances from related parties 231,788 244,247
------------ ------------
Total current liabilities 645,952 538,281
Shareholders' deficit:
Common stock, par value $0.0001, authorized 100,000,000
shares, issued and outstanding 20,242,571 shares
2,024 2,024
Additional paid-in capital 10,870,767 10,870,767
Accumulated deficit (11,170,770) (11,113,325)
------------ ------------
Net shareholders' deficit (297,979) (240,534)
============ ============
Total liabilities and shareholders' deficit $ 347,973 $ 297,747
============ ============
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Diversified Thermal Solutions, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
THREE MONTHS ENDED MARCH 31
2003 2002
--------- ---------
(RESTATED)
Revenues:
Related companies $ 299,457 $ --
Other 5,820 --
--------- ---------
Total revenues 305,277 --
Costs of goods sold 295,211 --
--------- ---------
Gross profit 10,066 --
Operating expenses:
Professional and consulting services 34,814 204,181
Salaries -- 110,683
Marketing and advertising 15,950 1,811
Office and administrative 16,357 53,870
--------- ---------
Total operating expenses 67,121 370,545
--------- ---------
Operating loss (57,055) (370,545)
Interest expense 390 --
--------- ---------
Loss from continuing operations (57,445) (370,545)
Discontinued operations:
Loss from operations of discontinued business segment -- (172,595)
Gain on disposal of business segment -- 830,752
--------- ---------
Income from discontinued operations -- 658,157
--------- ---------
Net (loss) income $ (57,445) $ 287,612
========= =========
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Diversified Thermal Solutions, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
THREE MONTHS ENDED MARCH 31
2003 2002
--------- ---------
(RESTATED)
OPERATING ACTIVITIES
Net (loss) income $(57,445) $ 287,612
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of subsidiary -- (830,752)
Depreciation -- 18,118
Stock issued for services -- 494,021
Changes in operating assets and liabilities, net of
subsidiary sale:
Receivables 17,551 71,984
Unbilled revenue to related company (3,356) --
Refundable income taxes 2,391 --
Deferred loan and acquisition costs (8,069) --
Checks outstanding in excess of cash -- 346,868
Accounts payable and accrued expenses 53,535 (124,260)
-------- ---------
Net cash provided by operating activities 4,607 263,591
FINANCING ACTIVITIES
Net repayments to related parties (12,459) (272,334)
-------- ---------
Net decrease in cash (7,852) (8,743)
Cash at beginning of period 14,188 8,790
-------- ---------
Cash at end of period $ 6,336 $ 47
======== =========
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
During March 2002, the Company sold its wholly-owned subsidiary, Access
Communications, Inc. as further discussed in Note 2. This sale is summarized as
follows:
Net assets sold and liabilities assumed:
Receivables $ 427,211
Equipment, furniture and fixtures 295,282
Other assets 55,354
Checks outstanding in excess of bank balance (346,868)
Accounts payable and accrued expenses (932,711)
Advances from related parties (329,020)
-------------
Net assets sold and liabilities assumed $ (830,752)
=============
Additionally, during the three months ended March 31, 2003, the Company incurred
$66,595 in deferred loan and acquisition costs related to the acquisition
discussed in Note 6 that have not yet been paid.
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Diversified Thermal Solutions, Inc. (the "Company"), formerly known as VoIP
Telecom, Inc., have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003.
The condensed consolidated financial statements include the accounts of
Diversified Thermal Solutions, Inc. and its wholly-owned subsidiaries, DT
Solutions, Inc. (formerly Global Holdings, Inc.) and Refractory & Industrial
Supply Group, Inc. All inter-company balances and transactions have been
eliminated.
Additionally, the condensed consolidated financial statements have been
retroactively restated for the three month period ended March 31, 2002, to
reflect the Company's acquisition of Global Holdings, Inc. discussed in Note 3
and the discontinued operations discussed in Note 2.
For further information, refer to the consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-KSB for the
year ended December 31, 2002.
2. DISCONTINUED OPERATIONS
Prior to March 29, 2002, the Company delivered international long distance
service via flexible, server-based networks consisting of re-sale arrangements
with other long distance providers, primarily through its wholly-owned
subsidiary, Access Communications, Inc. On March 29, 2002, the Company sold 100%
of the common stock of Access Communications, Inc. to an independent third party
in exchange for a note receivable of $399,057. At the time of the sale, the
subsidiary had net liabilities of $830,752 and, accordingly, the Company
reported a gain on sale of subsidiary of $1,229,809. Subsequent to this sale,
the Company determined the note receivable was not collectible and decreased the
receivable and the previously reported gain by $399,057. The sale of Access
Communications, Inc. represents the disposal of a business segment under
Financial Accounting Standards Board ("FASB") Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". Accordingly, results of this
operation have been classified as discontinued and the condensed consolidated
statements of income and cash flows for the three months ended March 31, 2002
have been restated.
Operating results of this discontinued business segment for the three months
ended March 31, 2002 are as follows:
Revenues $ 18,700
===============
Loss from discontinued operations $ (172,595)
Gain on disposal of business segment 830,752
---------------
Income from discontinued operations $ 658,157
===============
6
Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
3. ONGOING COMPANY OPERATIONS
Subsequent to the sale of Access Communications, Inc. previously discussed, the
Company operated essentially as a shell company for the purpose of acquiring
businesses related to the manufacturing and distribution of materials used in
the refractory industry.
On July 1, 2002, the Company acquired all of the outstanding stock of Global
Holdings, Inc., a related entity by common ownership and control, via the
issuance of 15 million shares of common stock. In accordance with FASB Statement
No. 141, "Business Combinations", as a result of the companies being under
common control, the net liabilities of Global Holdings, Inc. were recorded at
their carrying amount of $166,665 as of the date of the acquisition. Subsequent
to the acquisition, Global Holdings, Inc. changed its name to DT Solutions, Inc.
This subsidiary currently has no operations; however, the Company intends for it
to operate as a manufacturer of specialized brick in the refractory industry
once the asset purchase discussed in Note 6 is completed.
During July 2002, Refractory & Industry Supply Group, Inc. was formed to operate
as a distributor of refractory supplies. All of the current operations of the
Company are presently conducted through this subsidiary.
4. RELATED PARTY TRANSACTIONS
The Company's revenues from continuing operations for the three months ended
March 31, 2003 were derived from three customers. Two of these customers are
related companies controlled by family members of a major stockholder and
Company board member and represented 98.1% of these revenues. These related
companies also represented 66.3% of the Company's accounts receivable at March
31, 2003. Additionally, the Company has received advances from this related
company and a shareholder in order to meet its current obligations. These
advances are noninterest bearing and have no stated repayment terms.
5. COMPANY EQUITY TRANSACTIONS
During February 2002, the Company's Board of Directors declared a twenty-for-one
reverse stock split of the Company's common stock. All references to the number
of shares and per share amounts in the accompanying condensed consolidated
financial statements have been adjusted to reflect the split on a retroactive
basis.
During the three months ended March 31, 2002, the Company issued 2,720,842
shares of common stock valued at $494,021 to certain shareholders and employees
for their services. The values were determined based on the reported market
price of the stock.
6. COMMITMENTS
The Company has entered into a letter of intent to acquire substantially all of
the assets, with the exception of cash and receivables, of a company that
manufactures specialized brick used in the refractory business for approximately
$9 million. The funding of the acquisition is expected to be provided through
financial institution and seller financing. Additionally, the Company has a
preliminary agreement with a financial institution to obtain a $300,000 line of
credit once the acquisition is complete. The Company has capitalized $267,059 in
acquisition and loan costs which will be allocated between direct costs of the
acquisition and debt issue costs upon completion of the acquisition.
7
Diversified Thermal Solutions, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
7. EARNINGS PER SHARE DATA
Basic earnings per share assumes no dilution and is computed by dividing income
(loss) available to common shareholders by the weighted average number of common
stock shares outstanding during each period. Diluted earnings per share reflect,
in periods in which they have a dilutive effect, the effect of common shares
issuable upon the exercise of stock options or warrants, using the treasury
stock method of computing such effects and contingent shares. As the Company has
no outstanding stock options or warrants, there is no diluted earnings per
share.
The following table sets forth the computation of basic earnings per share for
the periods indicated:
THREE MONTHS ENDED
MARCH 31
2003 2002
---------- --------------
(RESTATED)
Average shares outstanding 20,242,571 18,291,570
========== ==============
Loss from continuing operations per share $ -- $ (0.02)
Income from discontinued operations per share -- 0.04
---------- --------------
Net (loss) income per share $ -- $ 0.02
========== ==============
As a result of the restatement related to the revision in the gain on disposal
of business segment (Note 2), the reverse stock split (Note 5) and the
acquisition of Global Holdings, Inc. (Note 3), the Company's net income per
share has been restated for the three months ended March 31, 2002 from $0.21 per
share to $0.02 per share.
8. GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's continuing cash
requirements, among other things, may indicate the Company will be unable to
continue as a going concern for a reasonable period of time. Management
recognizes the Company must maintain profitable operations and generate
additional funds in order to continue as a going concern. The Company
anticipates the recent changes made in its operations, along with the future
operations and related financing of the asset acquisition discussed in Note 6,
will provide the Company future positive cash flows necessary to continue as a
going concern.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
THE FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS
THAT ARE NOT HISTORICAL FACTS. THESE STATEMENTS REPRESENT OUR EXPECTATIONS OR
BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS CONCERNING FUTURE
ACQUISITIONS, FUTURE OPERATING RESULTS, STATEMENTS CONCERNING INDUSTRY
PERFORMANCE, CAPITAL EXPENDITURES, FINANCINGS, AS WELL AS ASSUMPTIONS RELATED TO
THE FOREGOING. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT",
"ESTIMATE", "ANTICIPATE", "PREDICT", "SHOULD", "CONTINUE" OR SIMILAR TERMS,
VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. FORWARD-LOOKING
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND INVOLVE VARIOUS RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS AND OUTCOMES FOR FUTURE PERIODS
TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT OR VIEW EXPRESSED
HEREIN. OUR FINANCIAL PERFORMANCE AND THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THIS REPORT ARE FURTHER QUALIFIED BY OTHER RISKS INCLUDING THOSE SET FORTH
FROM TIME TO TIME IN DOCUMENTS FILED BY US WITH THE SEC.
INTRODUCTION
Prior to March 29, 2002, we delivered international long distance
service via flexible, server-based networks consisting of re-sale arrangements
with other long distance providers primarily through its wholly-owned
subsidiary, Access Communications, Inc. On March 29, 2002, we sold Access
Communications. The sale represents the disposal of a business segment. The
results of this business segment have been classified as discontinued, and the
results of operations and cash flow for the three months ended March 31, 2002
have been restated to reflect such classification. On July 1, 2002, we acquired
100% of the outstanding stock of Global Holdings, Inc. and shifted our business
focus towards acquiring businesses related to the manufacturing and distribution
of materials used in the refractory business. Because of the change in our
business focus from the long distance industry to the refractory industry and
the disposal of our long distance business, a comparison of 2003 results of
operations to 2002 results of operations would not be beneficial and is not
presented.
BALANCE SHEETS
As discussed in the footnotes to our financial statements, we have
entered into a letter of intent to acquire substantially all of the assets of a
company that manufactures specialized brick used in the refractory business. As
a result of this intended acquisition, our deferred loan and acquisition costs
have increased approximately $75,000 from December 31, 2002 to March 31, 2003.
Additionally, due to these and other costs and our limited cash flow pending
this acquisition, our accounts payable and accrued expenses have increased by
approximately $120,000 from December 31, 2002 to March 31, 2003. There have been
no other significant changes affecting our balance sheet since December 31,
2002.
RESULTS OF OPERATIONS
Revenue. Our revenue from continuing refractory operations for the three months
ended March 31, 2003 was $305,277. Our revenue was derived from three customers.
Two of these customers are related companies controlled by family members of a
major stockholder and director of our company and represented 98.1% of our
revenue.
Operating Expenses. Our operating expenses from continuing operations for the
three months ended March 31, 2003 totaled $67,121. Of this amount, $24,814
represented payments of professional and consulting services. We incurred no
salary expense. We incurred $15,950 of marketing and advertising expenses to
develop the logos and brands for Diversified Thermal Solutions and RIS Group,
and to announce and market our new products resulting from our distribution
agreements with Reno Refractories and Henan General Machinery.
LIQUIDITY AND CAPITAL RESOURCES
Currently, our losses from continuing operations have been funded by a
major shareholder and a related company that is also a customer. These advances
are non-interest bearing and have no stated repayment terms. We are currently
seeking funding for our pending acquisition as well as for a working capital and
acquisition line of credit. There is no assurance that additional funding will
be available under favorable terms, if at all. Our inability to raise additional
funding will harm our ability to implement our business plan which will, in
turn, hurt our ability to generate revenue. Our independent auditors have
expressed their concern that our continuing cash requirements, among other
things, raise substantial doubt about our ability to continue as a going
concern.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
We have instituted disclosure controls and procedures designed to
ensure the timely recording, processing, summarization and reporting to our
management, including our Chief Executive Officer, of information required to be
disclosed in our reports under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Within the 90 days prior to the filing date of this
Quarterly Report on Form 10-QSB, we have performed an evaluation of the
effectiveness of the design and operation of these controls under the
supervision and with the participation of our management, including our Chief
Executive Officer. Based upon that evaluation, the Chief Executive Officer has
concluded that the disclosure controls and procedures effectively alert
management to material information related to the Company in a manner which
allows timely decisions regarding required disclosures of such information. In
the design and evaluation of our disclosure controls and procedures, management
has recognized that risks of misstatements due to error, failures in compliance,
or changes in conditions are inherent in any cost-effective control system.
Thus, management can provide only reasonable assurance that its controls and
procedures will achieve their stated goals under all potential future
conditions. There have been no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of management's evaluation.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a). Exhibits
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
9
99.2 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.
10
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.
DIVERSIFIED THERMAL SOLUTIONS, INC.
Registrant
Date: May 15, 2003 /s/ B. Grant Hunter
--------------------------------------------
B. Grant Hunter
President and Chief Executive Officer
Date: May 15, 2003 /s/ Julie Dean
--------------------------------------------
Julie Dean
Acting Chief Financial Officer
CERTIFICATION
I, B. Grant Hunter, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Diversified
Thermal 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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
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: May 15, 2003 /s/ B. Grant Hunter
--------------------------------------
B. Grant Hunter
President, and Chief Executive Officer
CERTIFICATION
I, Julie Dean, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Diversified
Thermal 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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
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: May 15, 2003 /s/ Julie Dean
-------------------------------
Julie Dean
Acting Chief Financial Officer