As Filed with the Securities and Exchange Commission on February 19, 2003
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED DECEMBER 31, 2002
COMMISSION FILE NO. 005-78248
_______________________
AUTOCARBON, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 33-0976805
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136-M Tenth Street, Ramona, California 92065
(Address of Principal Executive Offices)
(619) 303-7356
(Issuer's Telephone Number)
(619) 579-7661
(Issuer's Facsimile Number)
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 ___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock at the latest practicable date:
As of February 18, 2003, the registrant had 1,226,115 shares of common
stock, $.0001 par value, issued and outstanding.
Transitional small business disclosure format (check one): Yes ___ No X
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
AUTOCARBON, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 2002
(Unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents $ -
Accounts Receivable -
--------------
Total current assets $ -
Fixed Assets
Computer Software(net of accumulated amortization of $17,149) 50,284
--------------
$ 50,284
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $108,838
Payment for Shares not Issued 1,200
Deferred Revenue 44,783
--------------
Total current liabilities $154,821
STOCKHOLDERS' DEFICIT
Common Stock, $.0001 par value,
100,000,000 shares authorized,
232,564 issued and outstanding $ 23
Additional Paid-in Capital 848,527
Deficit Accumulated During the Development Stage (953,087)
--------------
Total Stockholders' Deficit (104,537)
--------------
$ 50,284
==============
See accompanying notes to financial statements
2
AUTOCARBON, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three months Nine Months June 26, 2001
Ended Ended (Inception) to
December 31, December 31, December 31,
2002 2002 2002
(Unaudited) (Unaudited) (Unaudited)
Revenues $ 43,816 $ 110,154 $ 120,678
General and Administrative Expenses 81,881 191,520 1,073,765
------------------ ------------------- ------------------
Loss Before Provision for
Income Taxes (38,065) (81,366) (953,087)
Income Tax Expense - - -
------------------ ------------------- ------------------
Net Loss $ (38,065) $ (81,366) $ (953,087)
================== =================== ==================
Loss Per Share
Basic $ (0.1637) $ (0.3828) $ (4.5208)
================== =================== ==================
Weighted Average Number of
Common Shares outstanding 232,564 212,564 210,824
================== =================== ==================
See accompanying notes to financial statements
3
AUTOCARBON,INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' Deficit
(Unaudited)
Accumulated
Deficit
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
-------------- --------- ----------- -------------- -------------
Common stock issued at inception -
for services rendered 8,500,000 $ 850 $ 56,100 $ - $ 56,950
Issuance of common stock - private
placement July 1 - September 30, 2001 259,200 26 129,574 - 129,600
Issuance of common stock - private
private placement - November 1 - November 30, 2001 114,000 11 56,989 - 57,000
Issuance of common stock -
for services rendered 1,500,000 150 9,850 - 10,000
Issuance of common stock -
for services rendered 60,000 6 29,994 - 30,000
Net loss - - - (425,932) (425,932)
-------------- --------- ----------- -------------- -------------
Balance at March 31, 2002 10,433,200 1,043 282,507 (425,932) (142,382)
Common stock subscribed 440,000 44 219,956 - 220,000
Issuanc of common stock -
for services rendered 645,000 65 317,435 - 317,500
Net loss-quarter ended June 30, 2002 - - - (445,789) (445,789)
-------------- --------- ----------- -------------- -------------
Balance at June 30, 2002 11,518,200 1,152 819,898 (871,721) (50,671)
Common stock subscribed 60,000 6 14,994 - 15,000
Exercise of stock options 50,000 5 12,495 - 12,500
Net loss- quarter ended September 30, 2002 - - - (43,301) (43,301)
-------------- --------- ----------- -------------- -------------
Balance-September 30, 2002 11,628,200 1,163 847,387 (915,022) (66,472)
Effect of reverse stock split (11,395,636) (1,140) 1,140 - -
Net loss-quarter ended December 30, 2002 - - - (38,065) (38,065)
-------------- --------- ----------- -------------- -------------
Balance-December 31, 2002 232,564 $ 23 $ 848,527 $(953,087) $(104,537)
============== ========= =========== ============== =============
See accompanying notes to financial statements
4
AUTOCARBON, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months June 26, 2001
Ended (Inception) to
December 31, 2002 December 31, 2002
(Unaudited) (Unaudited)
------------- ------------
Cash Flows from Operating Activities:
Net Loss $ (38,065) $ (953,087)
Adjustments to reconcile net loss to cash
used in operating activities
Issuance of common stock for services - 414,450
Depreciation 2,858 17,149
------------- ------------
(35,207) (521,488)
Changes in Assets and Liabilities
(Increase) decrease in:
Accounts Receivable 28,960 -
Increase (decrease) in:
Accounts Payable 4,391 108,838
Deferred Revenue - 44,783
------------- ------------
Net Cash Used in Operating Activities (1,856) (367,867)
------------- ------------
Cash Flows from Investing Activities
Purchase of fixed assets - computer software - (67,433)
------------- ------------
Net Cash Used in Investing Activities - (67,433)
------------- ------------
Cash Flows from Financing Activities
Proceeds from issuance of common stock and options - 434,100
Payment for shares not issued - 1,200
------------- ------------
Net Cash Provided by Financing Activities - 435,300
------------- ------------
Net increase in cash (1,856) -
Cash at beginning of period 1,856 -
Cash at end of period $ - $ -
============= ============
Non - cash financing activitiy:
Issuance of commom stock for services rendered $ - $ 414,450
============= ============
See accompanying notes to financial statements
5
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
Note 1: Organization, Business and Significant Accounting Policies
The Financial Statements at December 31, 2002 and for the quarter
ended December 31, 2002 and for the period June 26, 2001 (Date of
Inception) to December 31, 2002 are unaudited, but in the opinion of
management include all adjustments consisting of normal recurring
adjustments, necessary for a fair presentation of the results for the
interim periods. The results reported in these financial statements should
not necessarily be taken as indicative of results that may be expected for
the entire year. The financial information included herein should be read
in conjunction with financial statements and notes in the Corporation's
Annual Report for the year ended March 31, 2002.
Organization
Autocarbon, Inc. (the "Company") was incorporated as Autocarbon.com,
Inc. on June 26, 2001 under the laws of the State of Delaware. On November
1, 2002, the Company filed a Certificate of Ownership with the Secretary of
State of the State of Delaware whereby the Company merged with its wholly
owned subsidiary and amended its Certificate of Incorporation changing its
name to Autocarbon, Inc. The Company has adopted March 31 as its fiscal
year end.
Business
The Company is engaged in the sale and marketing of carbon fiber and
composite products. The Company's focus has historically been on the auto
industry and the many different types of components consisting of wheels
and other body parts that are used in the production of automobiles. The
Company has marketed and sold products manufactured for the Company by
Rocket Composites, Ltd., a privately-owned company which was located in the
United Kingdom that was wholly owned, controlled and operated by the
Company's Chairman, James Miller, pursuant to a five-year distribution
agreement. The distribution agreement with Rocket has been terminated and
Rocket has been placed in liquidation. As a result, the Company has had to
secure other sources for product manufacturing. In order to do so, the
Company has entered into a share exchange agreement with Autocarbon Ltd.
and the shareholders of Autocarbon Ltd., pursuant to which the Company has
agreed to purchase all of the issued and outstanding capital stock of
Autocarbon Ltd. in exchange for an aggregate of 9,447,160 shares of the
Company. Autocarbon Ltd. is a privately-owned company located in the United
Kingdom, in which James Miller, the Company's Chairman is a minority
shareholder. The closing of the Share Exchange was originally anticipated
to take place on or about January 20, 2003. The closing has not yet taken
place. As a condition to the completion of the transaction, Autocarbon
Limited agreed to provide the Company with certain documentation,
including, but not limited to, historical finacial statements audited in
accordance with US GAAP. These conditions have not yet been satisfied.
While the parties anticipate closing the transaction in the near fututre,
no assurance can be given that they will do so, if at all.
6
AUTOCARBON, INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
Note 1: Organization, Business and Significant Accounting Policies, Continued
Going concern considerations
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has no operating
history nor any revenues or earnings from operations. The Company's
continued existence is dependent upon its ability to resolve its liquidity
problems, principally by obtaining additional debt financing and equity
capital until such time the Company becomes profitable. The lack of
financial resources and liquidity raises substantial doubt about its
ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates in Financial Statements - Management uses estimates
and assumptions in preparing these financial statements in accordance with
generally accepted accounting principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenue and expenses.
Actual results could vary from the estimates that were used.
Cash and cash equivalents - For purposes of reporting cash flows, the
Company considers all cash accounts, which are not subject to withdrawal
restrictions or penalties, as cash and equivalents in the accompanying
balance sheet.
Fixed Assets - Fixed assets consists of CAD production software stated
at cost. Major expenditures that substantially increase the useful lives
are capitalized. Maintenance, repairs and minor renewals are expensed as
incurred. When assets are retired or otherwise disposed of, their costs and
related accumulated amortization are removed from the accounts and
resulting gains or losses are included in income. Amortization will be
provided on a straight- line basis over the estimated useful lives of the
assets.
Deferred Revenue - Deferred revenue represents amounts received from
customers for tooling costs that will be amortized over an estimated number
of units delivered pursuant to the customers purchase order.
7
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
Note 1: Organization, Business and Significant Accounting Policies, Continued
Income Taxes - Any provision (benefit) for income taxes is computed
based on the loss before income tax included in the Statement of
Operations. The asset and liability approach is used to recognize deferred
tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax bases of
assets and liabilities. At present the Company has a benefit due to a net
tax loss carry forward. The benefit has been fully reserved due to the
uncertainty of its use. The company as a tax net operating loss of $953,087
may be carried over and unutilized against taxable income over the next 20
years
Earnings per Common Share - Basic earnings per share are computed
using the weighted average number of shares outstanding during the year.
Basic earnings per share also exclude any dilutive effects of options,
warrants and convertible securities. Diluted net loss per share does not
include options, warrants or convertible securities, as they would be
anti-dilutive.
Web Site Development Costs / Software Asset - The Company has not
incurred any material costs in the development of a web site or e -
commerce Internet portal as of December 31, 2001. Management has elected to
treat all web site development costs according to the guidance of the
Emerging Issues Task Force (EITF). The EITF recommends following the
guidance of Statement of Position 98-1 (Accounting for Costs of Computer
Software Developed or Obtained for Internal Use). Under SOP 98-1, software
developed for internal use is capitalized during the development stage and
amortized over its useful life.
Note 2: Stockholders' Equity
Authorized Stock
The Company is authorized to issue 100,000,000 shares of common stock
with a par value of $0.0001 per share.
8
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
Note 2: Stockholders' Equity, Continued
Private Placement
The Company, from July 1, 2001 through September 30, 2001 offered for
sale 2,000,000 Units at a value of $0.50 per Unit consisting of one share
of common stock and one warrant to purchase one additional share of common
stock at a value of $0.25 in a "private placement" pursuant to Regulation
D, Rule 506 of the Securities Act of 1933.
The Company, from November 1, 2001 through November 30, 2001 offered
for sale an additional 2,000,000 Units at a value of $0.50 per Unit
consisting of one share of common stock and one warrant to purchase one
additional share of common stock at a value of $0.25 in a "private
placement" pursuant to Regulation D, Rule 506 of the Securities Act of
1933.
Common Stock Issued for Services
The Company issued common stock to various individuals and companies
(non- employees) in return for services rendered. 8,500,000 shares of
common stock along with warrants to acquire an additional 1,875,000 shares
of common stock at a value of $0.25 were issued.
Legal and consulting services valued at $10,000 were paid for with the
issuance of 1,500,000 shares of common stock and warrants to acquire an
additional 750,000 shares of common stock at a value of $0.25.
Additionally, $30,000 of marketing, and promotional expenses was paid
for with the issuance of 60,000 shares of common stock.
Consulting services valued at $317,500 were paid for with the issuance
of 645,000 shares of common stock.
Pursuant to The Financial Accounting Standards Statement No. 123 (FAS
123) the Company has determined that the value of the common stock issued
is more reliably determined based on the value of the services rendered.
All services were provided prior to the Private Placement. The 8,500,000
shares of common stock were valued at $56,950.
9
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
Note 2: Stockholders' Equity, Continued
Common Stock Issued for Services, Continued
The individuals who are both Officers and Directors received 3,342,500
shares of common stock valued at $22,395, individuals who are solely
Directors received 250,000 shares of common stock valued at $1,675, and
others who are neither Officer nor Directors received 4,907,500 shares of
common stock valued at $32,880.
During April, 2002 the Company authorized and issued to Officers and
or Directors 4,972,500 shares of common stock as well as 200,000 shares of
common stock to others who are neither Officers nor Directors, all of these
shares were rescinded on July 26, 2002.
Reverse Stock Split
Pursuant to the written consent of a majority of the stockholders
dated August 21, 2002, the Company will effect a one-for-fifty reverse
stock split of the Company's Common Stock.
Note 3: Subsequent Event
Private Placement
The Company, from January 6, 2003 through January 30, 2003 offered for
sale 1,000,000 Units at a value of $.05 per unit consisting of one share of
common stock and one common stock purchase warrant.
Item 2. Plan of Operation.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are often, but not always, made through
the use of words or phrases such as "will," "will likely result," "expect,"
"anticipate," "estimate," and believe. Accordingly, these statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in such statements. Actual results could
differ materially from those projected in the forward-looking statements as a
result of the risk factors set forth in this report, our Annual Report on Form
10-KSB and other reports and documents that we file with the Securities and
Exchange Commission.
Autocarbon, Inc. (the "Company") is engaged in the sale and marketing of
carbon fiber and composite products. The Company was incorporated as
Autocarbon.com, Inc. on June 26, 2001 under the laws of the State of Delaware.
On November 1, 2002, the Company filed a Certificate of Ownership with the
Secretary of State of the State of Delaware whereby the Company merged with its
wholly owned subsidiary and amended its Certificate of Incorporation changing
its name to Autocarbon, Inc. The Company's focus has historically been on the
auto industry and the many different types of components consisting of wheels
and other body parts that are used in the production of automobiles. The Company
has marketed and sold products manufactured for the Company by Rocket
Composites, Ltd., a privately-owned company which was located in the United
Kingdom that was wholly owned, controlled and operated by the Company's
Chairman, James Miller, pursuant to a five-year distribution agreement. The
distribution agreement with Rocket has been terminated and Rocket has been
placed in liquidation. As a result, the Company has had to secure other sources
for product manufacturing. In order to do so, the Company has entered into a
share exchange agreement with Autocarbon Ltd. and the shareholders of Autocarbon
Ltd., pursuant to which the Company has agreed to purchase all of the issued and
outstanding capital stock of Autocarbon Ltd. in exchange for an aggregate of
9,447,160 shares of the Company. Autocarbon Ltd. is a privately-owned company
located in the United Kingdom, in which James Miller, the Company's Chairman is
a minority shareholder. The closing of the Share Exchange was originally
anticipated to take place on or about January 20, 2003. The closing has not yet
taken place. As a condition to the completion of the transaction, Autocarbon
Limited agreed to provide the Company with certain documentation, including,
but not limited to, historical finacial statements audited in accordance with
US GAAP. These conditions have not yet been satisfied. While the parties
anticipate closing the transaction in the near fututre, no assurance can be
given that they will do so, if at all.
As of the date hereof, with respect to the on-going advancement of its
business opportunities the Company has fulfilled purchase orders for various
carbon fiber and composite automobile products with an automobile manufacturer.
In addition, the Company is actively seeking potential customers for the
purchase of its products.
During the upcoming year, the Company intends to pursue the following
actions and strategies with regard to the on-going advancement of its business
opportunities:
o it intends to continue to sell automobile products to the automobile
manufacture that it currently sells its products to;
o it is currently testing two newly developed products developed from
vegetable oil for the marine industry including (i) an anti-fouling
coating that is applied to boats in order to prevent the accumulation of
various forms of marine life on the underside of the boat and (ii) a
sound proofing coating that may be applied to the interior of boats to
reduce noise generated from the engine and passing water;
o it is in the process of developing its web site, which will be
informational as well as interactive where the Company's customers will
have the ability to purchase our products; and
o it is developing a marketing campaign that will focus on the automobile
and marine industries.
The Company currently has three employees and it does not expect a
significant change in its number of employees. As of the date hereof, it has
generated only limited revenue of $120,678 and a net loss of $(953,087) and
there is no assurance that the Company will be able to generate further revenue.
For the three and nine months ended December 31, 2002, the Company generated
revenue of $43,816 and $110,154 and had a net loss of $(38,065) and ($81,366),
respectively. The Company anticipates having to secure additional capital to
meet its on-going requirements and to meet its stated objectives. The Company is
in the process of identifying potential investors however, as of the date
hereof, the Company has not identified any investors.
14
The Company will need to raise additional funds to sustain its operations.
The Company believes that the funds generated from operations will not be
sufficient to fund our operations. As of December 31, 2002, the Company had no
cash and accounts receivables that could be used in connection with funding of
its operations. As of December 31, 2002, none of our capital needs are funded
from accounts receivables. The Company's continued operations and any
significant capital expenses or increases in operating costs will be dependent
on our ability to raise additional capital, debt financing or generate revenue.
The Company presently does not have plans for the increase in capital
expenditures.
The Company has only a limited operating history and revenues and no
earnings from operations. The Company's continued existence is dependent upon
its ability to resolve its liquidity problems, principally by obtaining
additional debt financing and equity capital until such time the Company becomes
profitable. The lack of financial resources and liquidity raises substantial
doubt about its ability to continue as a going concern.
The Company does not currently have any plans for any product research and
development.
The Company believes that the impact of inflation on our operations since
our inception has not been material.
Item 3. Controls and Procedures
As of December 31, 2002, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of December 31, 2002. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to December 31,
2002.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Items 2. Changes in Securities.
None.
Items 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on 8-K:
(a) Exhibits.
Exhibit Number Description
99.1 Certification of the Chief Executive Officer of Autocarbon, Inc.
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer of Autocarbon, Inc.
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) No reports on Form 8-K were filed during the fiscal quarter ended
December 31, 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1933, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AUTOCARBON, INC., a Delaware Corporation
Date: February 19, 2003 By: /s/ James Miller
James Miller, Chairman &
Chief Executive Officer
Date: February 19, 2003 By: /s/ Kimberly Tate
Kimberly Tate, Chief
Financial Officer
CERTIFICATION
I, James Miller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Autocarbon,
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 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.
February 19, 2003
/s/James Miller
Name: James Miller
Title: Chief Executive Officer
CERTIFICATION
I, Kimberly Tate, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Autocarbon,
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 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.
February 19, 2003
/s/Kimberly Tate
Name: Kimberly Tate
Title: Chief Financial Officer