U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 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 0-8532
OAKRIDGE ENERGY, INC.
(Exact name of small business issuer as specified in its charter)
Utah 87-0287176
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4613 Jacksboro Highway
Wichita Falls, Texas 76302
(Address of principal executive offices)
(940) 322-4772
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
The number of shares outstanding of each of the issuer's classes of common
equity, as of November 30, 2002: Common Stock, $.04 par value - 4,400,440 shares
Transitional Small Business Disclosure Format (check one);
YES [ ] NO [X]
INDEX
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Page #
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Part I - Financial Information
1. Financial Statements:
Condensed Balance Sheets at
February 28, 2002 and November 30, 2002 1
Condensed Statements of Operations
For the Three and Nine Months Ended November 30, 2001 and 2002 2
Statements of Cash Flows
For the Nine Months Ended November 30, 2001 and 2002 3
Notes to Condensed Financial Statements 4
2. Management's Discussion and Analysis or Plan of Operation 6
3. Controls and Procedures 10
Part II - Other Information
6. Exhibits and Reports on Form 8-K 11
Signatures 11
Certifications 12
Part I of this report contains forward looking statements that involve risks and
uncertainties. Accordingly, no assurances can be given that the actual events
and results will not be materially different than the anticipated results
described in the forward looking statements. See "Item 2. - Management's
Discussion and Analysis or Plan of Operation" for a description of various
factors that could materially affect the ability of the Company to achieve the
results described in the forward looking statements.
(i)
Item 1. Financial Statements.
Oakridge Energy, Inc.
CONDENSED BALANCE SHEETS
ASSETS
February 28, 2002 November 30, 2002
----------------- -----------------
Current Assets:
Cash and cash equivalents $ 3,424,261 $ 3,522,966
Trade accounts receivable 79,296 85,443
Federal income taxes receivable 321,739 0
Investment securities available for sale 239,304 228,647
Prepaid expenses and other 17,062 8,087
----------------- -----------------
Total current assets 4,081,662 3,845,143
----------------- -----------------
Oil and gas properties, at cost using the sucessful efforts method of
accounting, net of accumulated depletion and depreciation of
$5,858,985 on February 28, 2002 and $5,988,265 on November 30, 2002 1,002,056 883,367
Coal and gravel properties, net of accumulated depletion and depreciation
of $8,005,561 on February 28, 2002 and $8,020,640 on November 30, 2002 306,646 291,568
Real estate held for development 2,839,668 2,919,548
Other property and equipment, net of accumulated depreciation
of $353,192 on February 28, 2002 and $345,910 on November 30, 2002 135,199 169,036
886,858 886,858
----------------- -----------------
Other non-current assets $ 9,252,089 $ 8,995,520
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 78,178 $ 60,871
Accrued expenses 85,621 56,071
Deferred federal income taxes 13,682 9,692
----------------- -----------------
Total current liabilities 177,481 126,634
Reserve for reclamation costs 409,430 408,470
Deferred federal income taxes 144,545 82,005
----------------- -----------------
Total liabilities 731,456 617,109
----------------- -----------------
Stockholders' equity:
Common stock, $.04 par value, 20,000,000
shares authorized, 10,157,803 shares issued 406,312 406,312
Additional paid-in capital 805,092 805,092
Retained earnings 17,000,873 16,920,613
Unrealized gain on investment securities
available for sale, net of income taxes 23,242 16,524
Less treasury stock, at cost, 5,739,096 shares on February 28, 2002
and 5,757,363 on November 30, 2002 (9,714,886) (9,770,130)
----------------- -----------------
Total stockholders' equity 8,520,633 8,378,411
----------------- -----------------
$ 9,252,089 $ 8,995,520
================= =================
The accompanying notes are an intergral part of these financial statements.
1
Oakridge Energy, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
3 Months Ended November 30, 9 Months Ended November 30,
2001 2002 2001 2002
----------- ----------- ----------- -----------
Oil and gas $ 240,492 $ 213,295 $ 919,274 $ 703,404
Gravel 32,655 32,179 72,390 91,920
----------- ----------- ----------- -----------
Total revenues 273,147 245,474 991,664 795,324
----------- ----------- ----------- -----------
Operating expenses:
Oil and gas 192,122 176,423 676,558 583,723
Coal and gravel 20,866 14,084 45,937 35,881
Real estate development 9,103 7,854 41,910 18,368
General and administrative 100,899 112,308 361,246 370,727
----------- ----------- ----------- -----------
Total operating expenses 322,990 310,669 1,125,651 1,008,699
----------- ----------- ----------- -----------
Loss from operations (49,843) (65,195) (133,987) (213,375)
Other income:
Interest and other, net 38,360 15,571 138,580 86,039
----------- ----------- ----------- -----------
Income (loss) before income taxes (11,483) (49,624) 4,593 (127,336)
Income tax expense (benefit) (4,245) (18,346) 1,698 (47,076)
----------- ----------- ----------- -----------
Net income (loss) ($ 7,238) ($ 31,278) $ 2,895 ($ 80,260)
=========== =========== =========== ===========
Basic and diluted earnings (loss) per common share ($ 0.00) ($ 0.01) $ 0.00 ($ 0.02)
=========== =========== =========== ===========
Weighted average shares outstanding 4,429,361 4,401,143 4,446,304 4,410,900
=========== =========== =========== ===========
The accompanying notes are an intergral part of these financial statements.
2
Oakridge Energy, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
For 9 Months For 9 Months
Ended Ended
November 30, 2001 November 30, 2002
----------------- -----------------
Cash flows from operating activities:
Net income (loss) $ 2,895 ($ 80,260)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion and depreciation 177,922 167,441
Gain on sales of property and equipment (2,120) (37,800)
Deferred federal income taxes (14,856) (62,590)
Net changes in assets and liabilities:
Trade accounts receivable 86,359 (6,147)
Federal income tax receivable 0 321,739
Prepaid expenses and other current assets 29,595 8,975
Accounts payable (568) (17,307)
Accrued expenses (24,929) (29,550)
Reclamation costs 0 (960)
----------------- -----------------
Net cash provided by operating activities 254,298 263,541
----------------- -----------------
Cash flows from investing activities:
Additions to oil and gas properties (21,308) (10,591)
Additions to real estate held for development (38,109) (90,446)
Additions to other property and equipment (16,411) (48,555)
Investment in partnership (5,000) 0
Proceeds from sale of oil and gas properties 4,271 0
Proceeds from sale of other property and equipment 2,000 40,000
----------------- -----------------
Net cash used in investing activities (74,557) (109,592)
----------------- -----------------
Cash flows from financing activities:
Purchases of treasury stock (103,992) (55,244)
----------------- -----------------
Net cash used in financing activities (103,992) (55,244)
----------------- -----------------
Net increase in cash and cash equivalents 75,749 98,705
Cash and cash equivalents at beginning of period 3,337,950 3,424,261
----------------- -----------------
Cash and cash equivalents at end of period $ 3,413,699 $ 3,522,966
================= =================
Supplemental disclosures of cash flow information:
Interest paid $ 0 $ 0
Taxes paid $ 16,554 $ 21,511
Recognition in Stockholders' Equity of the net unrealized holding gain on
available for sale securities of $24,034 net of tax effect of $14,097during the
nine months ended November 30, 2001 and $6,718 net of tax effect of $3,940
during the nine months ended November 30, 2002.
The accompanying notes are an intergral part of these financial statements.
3
OAKRIDGE ENERGY, INC.
---------------------
Notes to Condensed Financial Statements
(Unaudited)
(1) The accompanying unaudited financial statements for the three and nine
month periods ended November 30 2001 and 2002 reflect, in the opinion
of management, all adjustments, which are of a normal and recurring
nature, necessary for a fair presentation of the results for such
periods.
(2) The foregoing financial statements should be read in conjunction with
the annual financial statements and accompanying notes for the fiscal
year ended February 28, 2002.
(3) On March 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are
not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change
in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in
earnings. Adoption of SFAS No. 133 did not have any impact on the
operating results or financial position of the Company.
(4) The Company's operating segments are set forth in the annual financial
statements and accompanying notes for the fiscal year ended February
28, 2002.
Information regarding operations and assets by segment is as follows:
For the Three For the Three For the Nine For the Nine
Months Ended Months Ended Months Ended Months Ended
November 30, 2001 November 30, 2002 November 30, 2001 November 30, 2002
Business segment revenue: ----------------- ----------------- ----------------- -----------------
Oil and gas $ 240,492 $ 213,295 $ 919,274 $ 703,404
Gravel 32,655 32,179 72,390 91,920
----------------- ----------------- ----------------- -----------------
$ 273,147 $ 245,474 $ 991,664 $ 795,324
----------------- ----------------- ----------------- -----------------
Business segment profit (loss):
Oil and gas $ 48,370 $ 36,872 $ 242,716 $ 119,681
Coal and gravel 11,789 18,095 26,453 56,039
Real estate development (9,103) (7,854) (41,910) (18,368)
General corporate (100,899) (112,308) (361,246) (370,727)
----------------- ----------------- ----------------- -----------------
Loss from operations (49,843) (65,195) (133,987) (213,375)
Interest and dividend income 36,527 14,660 134,042 47,328
Gain on sales of oil and gas
properties 1,833 0 1,953 0
Other, net 0 911 2,585 38,711
----------------- ----------------- ----------------- -----------------
Income (loss) before income taxes $ (11,483) $ (49,624) $ 4,593 $ (127,336)
----------------- ----------------- ----------------- -----------------
4
As of As of
February 28, 2002 November 30, 2002
----------------- -----------------
Total assets:
Oil and gas $ 4,815,249 $ 4,790,755
Coal and gravel 306,646 291,568
Real estate development 2,839,668 2,919,548
General corporate 1,290,526 993,649
----------------- -----------------
$ 9,252,089 $ 8,995,520
----------------- -----------------
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with Items 6 and
7 of the Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2002 (the "2002 10-KSB") and the Notes to Condensed Financial
Statements contained in this report.
Results of Operations
- ---------------------
The Company had a net loss of $31,278 ($.01 per share) in the three
months ended November 30, 2002 compared to a net loss of $7,238 ($.00 per share)
in the three months ended November 30, 2001. In the nine-month 2002 period, the
Company had a net loss of $80,260 ($.02 per share) compared to net income of
$2,895 ($.00 per share) in the 2001 nine-month period. As has been the case in
prior quarters of fiscal 2003, lower oil and gas revenues and reduced "other
income" were primarily responsible for the net losses in both 2002 periods.
Oil and gas revenues decreased approximately $27,200 (11.3%) and
$215,900 (23.5%) in the three and nine-month periods ended November 30, 2002,
respectively, primarily due to the continued decline in the Company's oil and
gas production sales volumes. Oil volumes declined 2,465 barrels (27.1%) in the
three-month 2002 period and 6,584 barrels (22.7%) in the nine-month 2002 period.
Gas volumes decreased 4,952 MCF (37.6%) and 11,123 MCF (26.4%) during the same
respective periods. The Company's average gas price was down approximately $.64
per MCF (17.0%) in the nine-month 2002 period but increased approximately $1.09
MCF (45.8%) in the three-month 2002 period. The Company's average oil price
received increased in both 2002 periods - approximately $4.64 per barrel (21.6%)
in the three-month period and approximately $.74 per barrel (3.0%) in the
nine-month period. These price increases softened the effect of the production
sales volumes declines and were in line with the upward trend of oil and gas
prices that began earlier in the Company's fiscal year.
Revenues from the Company's principal property in Madison County, Texas
declined at a slightly lower rate than the Company's overall results in the
three-month 2002 period but at a marginally higher rate in the nine-month 2002
period, decreasing approximately $13,400 (8.8%) in the three-month period and
approximately $168,300 (26.9%) in the nine-month period. The decline in revenues
in both periods was due to significantly lower production sales volumes as the
average oil and gas prices received by the Company from this property tracked
6
the Company's overall average prices received. As previously indicated, the
Company anticipates that sales volumes from the Madison County, Texas property
will continue to decline pending implementation of a proposed secondary recovery
project. The operator of the property has advised the Company that the project
should commence by the end of February 2003.
Revenues from the Company's gravel operations in La Plata County,
Colorado increased approximately $19,500 (27.0%) in the nine months ended August
31, 2002 due to a rise in the Company's royalty income resulting from the higher
level of gravel sales made by Four Corners Materials, Inc. ("Four Corners"), the
Company's lessee, from the Company's property during the period. Revenues from
such operations declined slightly (approximately 1.5%) in the three months ended
November 30, 2002. Rentals received by the Company from its surface lease to
Four Corners were the same in the 2002 and 2001 periods. The terms of the
proposed extension of Four Corners' gravel mining contract initially discussed
in the 2002 10-KSB, which called for an increase in the royalty rate to be paid
the Company by Four Corners for tonnage mined, a new road usage fee to be paid
the Company by Four Corners and a reduction in the amount of rentals paid the
Company by Four Corners under the surface lease, still remain to be implemented.
The expenses of the Company's oil and gas operations decreased
approximately $15,700 (8.2%) and $92,800 (13.7%) during the three and nine
months ended August 31, 2002, respectively. Depletion and lease operating
expenses and production and ad valorem taxes declined in both 2002 periods.
Depletion expense declined approximately $10,500 (23.9%) and $14,400 (10.0%) in
the three and nine-month 2002 periods, respectively, and production taxes fell
approximately $1,400 (12.3%) and $10,800 (24.9%) during the same periods, all
attributable to the production sales volume declines during such periods. Lease
operating expense was approximately $6,700 (6.0%) and $43,000 (10.5%) less in
the three and nine months ended November 30, 2002, respectively, as
substantially lower expense was incurred with respect to the Madison County,
Texas property as the time period for implementing the secondary recovery
project neared. Ad valorem taxes were approximately $10,200 (76.1%) and $7,400
(37.7%) lower in the three and nine months ended November 30, 2002,
respectively, due to the Company's lower property valuations for the current
fiscal year. The Company incurred approximately $12,900 in field payroll expense
7
in both 2002 periods. In prior periods, this expense had been accounted for as
part of general and administrative expenses. There were no significant changes
in engineering expenses between the 2001 and 2002 periods. The Company did not
incur any dry hole costs in either of the three month periods or in the 2002
nine-month period; however, in the 2001 nine-month period, the Company incurred
approximately $19,400 of dry hole costs with respect to its interest in an
exploratory well drilled in Wilbarger County, Texas.
The expenses of the Company's coal and gravel mining operations
decreased approximately $6,800 (32.5%) in the three months ended November 30,
2002 and approximately $10,000 (21.9%) in the nine-month 2002 period. The
absence of any payroll and engineering expenses in both 2002 periods more than
offset an increase in testing and permitting expense.
Real estate development expenses were approximately $1,200 (13.7%) and
$23,500 (56.2%) lower in the three and nine-month 2002 periods, respectively,
due to lower ad valorem taxes and legal expense and the absence during the
periods of any location maintenance expense and any expense relating to
preparing and printing a brochure used to identify the proposed "Oakridge at
Durango" development. The Company incurred approximately $17,200 in such
expenses during the 2001 nine-month period.
As previously discussed by the Company, the Company has amended its
conceptual plan and filings with the City of Durango and will be proceeding
ahead with the proposed development once all necessary governmental approvals
are obtained. The City of Durango's planning staff has notified the Company that
action on the Company's filings will be delayed approximately one month from the
January 2003 dates originally targeted for action.
General and administrative expense increased approximately $11,400
(11.3%) during the three months ended November 30, 2002 and approximately $9,500
(2.6%) in the nine-month 2002 period. In both 2002 periods, the Company incurred
higher employee benefit expense due to the inclusion of employees' families in
the Company's health insurance plan, which was partially offset by significantly
reduced travel expense. In the three-month 2002 period, expenses associated with
establishing the Company's web-site and higher general depreciation expense
contributed to the increase. Higher payroll and governmental and shareholder
reporting expenses also had an adverse effect on general and administrative
expense in the nine-month 2002 period that was lessened by lower legal expense.
8
Other income declined approximately $22,800 (59.4%) and $52,500 (37.9%)
in the three and nine months ended November 30, 2002, respectively. Interest
income declined approximately $21,900 (62.1%) and $86,700 (66.6%) during the
three and nine-month 2002 periods, respectively, primarily due to the effect of
lower interest rates. In the 2002 nine-month period, the reduction in interest
income was partially offset by a gain on the sale of the Company's workover rig.
The Company's weighted average shares outstanding declined by
approximately 28,200 shares (.6%) and 35,400 shares (.8%) in the three and nine
months ended November 30, 2002, respectively, due to purchases of the Company's
common stock made by the Company during the twelve months ended November 30,
2002. The Company purchased 1,000 shares of its common stock during the
three-month 2002 period and a total of 18,267 shares during the nine-month 2002
period, all from unaffiliated parties.
Financial Condition and Liquidity
- ---------------------------------
During the first nine months of fiscal 2003, the Company continued the
normal pattern of its operating activities funding its investing and financing
activities with the result being an approximate $98,700 increase in the
Company's cash and cash equivalents at November 30, 2002. Aided by the receipt
of an approximate $321,700 federal income tax refund, the Company's operating
activities contributed approximately $263,500 in funds despite the decline in
the Company's oil and gas revenues compared to the same period of fiscal 2002;
however, the Company's investing activities used approximately $109,600 in
funds, primarily for additions to the Company's Colorado land held for
development. In addition, the Company's financing activities (entirely purchases
of the Company's common stock) used approximately $55,200 in funds. At November
30, 2002, the Company had no indebtedness and cash, cash equivalents and
investment securities available for sale totaling approximately $3,751,600.
The Company expects to fund its contemplated operations and any stock
purchases it makes during the remainder of fiscal 2003 from its cash and cash
equivalents and sales of all or a portion of its investment securities available
9
for sale. Although the Company's oil and gas revenues have been aided by
increases in oil and gas prices, the Company still expects such revenues to
continue to decline pending a successful implementation of the secondary
recovery project on the Madison County, Texas property. Infrastructure costs for
the Company's "Oakridge at Durango" proposed development may require financing
in addition to the Company's cash funds. The Company continues to receive very
positive site location inquiries from third parties as well as significant
interest from substantial builders/developers who would like to participate in
the project. Opportunities to provide additional funding through site sales or
other builder/developer participation is encouraging to the Company; however,
there can be no assurance that these options will be available to the Company
when financing is needed.
ITEM 3. CONTROLS AND PROCEDURES.
(a) Sandra Pautsky, the Company's President and principal executive
officer, and Carol J. Cooper, the Company's principal financial officer, have
evaluated the effectiveness of the Company's disclosure controls and procedures
[as defined in Rule 13a-14(c) of The Securities Exchange Act of 1934 (the
"Act")] as of a date within 90 days of the filing date of this report and have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
(b) There have been no changes in the Company's internal controls or
other factors that could significantly affect these controls subsequent to the
date of their evaluation by Ms. Pautsky and Ms. Cooper, and no significant
deficiencies or material weaknesses were identified with respect to such
internal controls.
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - None.
(b) Reports on Form 8-K - A report on Form 8-K dated September 7,
2002 was filed by the Company during the three month period ended November 30,
2002. The Company reported under Item 5 that Mercy Medical Center of Durango,
Colorado had not selected the Company site for the construction of its new
hospital.
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.
OAKRIDGE ENERGY, INC.
(Registrant)
Date: January 14, 2003 By /s/ Sandra Pautsky
-------------------
Sandra Pautsky, President
By /s/ Carol J. Cooper
--------------------
Carol J. Cooper, Principal Financial Officer
11
CERTIFICATION
I, Sandra Pautsky, President and Principal Executive Officer of
Oakridge Energy, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Oakridge
Energy, Inc.;
2. Based on my knowledge this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report(the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of 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: January 14, 2003 By /s/ Sandra Pautsky
------------------------------
Sandra Pautsky, President and
Principal Executive Officer of
Oakridge Energy, Inc.
12
CERTIFICATION
I, Carol J. Cooper, Principal Financial Officer of Oakridge Energy,
Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Oakridge
Energy, Inc.;
2. Based on my knowledge this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report(the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of 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: January 14, 2003 By /s/ Carol J. Cooper
------------------------------------
Carol J. Cooper, Principal Financial
Officer of Oakridge Energy, Inc.
13