U.S. 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: September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-43126
MOBILE DESIGN CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0650219
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6500 S. 400 W., Suite C, Salt Lake City, Utah 84107
(Address of principal executive offices)
(801) 266-2420
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (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 report(s), YES [X] NO [ ]
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
The number of $.001 par value common shares outstanding at September 30, 2002:
4,812,800
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
See attached.
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Unaudited Condensed Balance Sheets,
September 30, 2002 and December 31, 2001 2
- Unaudited Condensed Statements of Operations,
for the three and nine months ended
September 30, 2002 and 2001 and for the
period from inception on March 10, 2000
through September 30, 2002 3
- Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2002
and 2001 and for the period from inception on
March 10, 2000 through September 30, 2002 4
- Notes to Unaudited Condensed Financial Statements 5 - 8
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
___________ ___________
CURRENT ASSETS:
Cash $ 37,084 $ 43,839
___________ ___________
Total Current Assets 37,084 43,839
___________ ___________
LEASE PROPERTIES, net 20,391 24,750
___________ ___________
$ 57,475 $ 68,589
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,030 $ 1,710
Accounts payable - related party 5,045 5,045
___________ ___________
Total Current Liabilities 6,075 6,755
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
1,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
4,812,800 shares issued and
outstanding 4,813 4,813
Capital in excess of par value 68,770 68,770
Deficit accumulated during the
development stage (22,183) (11,749)
___________ ___________
Total Stockholders' Equity 51,400 61,834
___________ ___________
57,475 $ 68,589
____________ ____________
NOTE: The balance sheet at December 31, 2001 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-2-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
From
For the Three For the Nine Inception
Months Ended Months Ended on March 10,
September 30, September 30, 2000 Through
__________________ ___________________ September
2002 2001 2002 2001 30, 2002
________ ________ _________ ________ _________
REVENUE $ - $ 1,200 $ - $ 3,000 $ 4,800
EXPENSES:
General and
administrative 3,039 4,951 10,434 8,310 26,518
________ ________ _________ ________ _________
LOSS FROM OPERATIONS (3,039) (3,751) (10,434) (5,310) (21,718)
OTHER EXPENSES:
Interest expense - - - 348 465
________ ________ _________ ________ _________
LOSS BEFORE INCOME TAXES (3,039) (3,751) (10,434) (5,658) (22,183)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
________ ________ _________ ________ _________
NET LOSS $(3,039) $(3,751) $(10,434) $(5,658) $(22,183)
________ ________ _________ ________ _________
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.00)
________ ________ _________ ________ _________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-3-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine From Inception
Months Ended on March 10,
September 30, 2000 Through
___________________ September 30,
2002 2001 2002
________ ________ ________
Cash Flows From Operating Activities:
Net loss $(10,434) $ (5,658) $(22,183)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Depreciation expense 4,359 2,675 8,526
Changes in assets and liabilities:
Increase (decrease) in
accounts payable (680) 5,838 1,030
Increase in accounts
payable - related party - - 5,045
(Decrease) in interest payable - (80) -
________ ________ ________
Net Cash Provided (Used) by
Operating Activities (6,755) 2,775 (7,582)
________ ________ ________
Cash Flows From Investing Activities:
Payments for property and equipment - (18,939) (28,917)
________ ________ ________
Net Cash (Used) by
Investing Activities - (18,939) (28,917)
________ ________ ________
Cash Flows From Financing Activities:
Proceeds from issuance of
common stock - 78,200 87,200
Payments for stock offering costs - (13,617) (13,617)
Proceeds from line of credit - 5,000 10,606
Payments on line of credit - (10,606) (10,606)
________ ________ ________
Net Cash Provided by
Financing Activities - 58,977 73,583
________ ________ ________
Net Increase (Decrease) in Cash (6,755) 42,813 37,084
Cash at Beginning of Period 43,839 576 -
________ ________ ________
Cash at End of Period $ 37,084 $ 43,389 $ 37,084
________ ________ ________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ 348 $ 465
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the nine months ended September 30, 2002:
None
For the nine months ended September 30, 2001:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-4-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Mobile Design Concepts, Inc. ("the Company") was organized
under the laws of the State of Nevada on March 10, 2000. The Company
plans to design, manufacture, and lease mobile kiosks and other
structures. The Company has not yet generated significant revenues from
its planned principal operations and is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7.
The Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at September 30, 2002 and 2001 and for the
periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto
included in the company's December 31, 2001 audited financial statements.
The results of operations for the periods ended September 30, 2002 are not
necessarily indicative of the operating results for the full year.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period presented
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". [See Note 9]
Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Property and Equipment - Property and equipment are stated at cost.
Expenditures for major renewals and betterments that extend the useful
lives of property and equipment are capitalized, upon being placed in
service. Expenditures for maintenance and repairs are charged to
operating expense as incurred. Depreciation is computed for financial
statement purposes on a straight-line basis over the estimated useful
lives of the assets, which ranges from three to ten years.
Revenue Recognition - The Company recognizes revenue based on the terms of
lease agreements with third parties.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.
-5-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142,
"Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for
Asset Retirement Obligations", SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections", SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", and SFAS No. 147, "Acquisitions of
Certain Financial Institutions - an Amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", were recently issued. SFAS No.
141, 142, 143, 144, 145, 146 and 147 have no current applicability to the
Company or their effect on the financial statements would not have been
significant.
NOTE 2 - LEASE AGREEMENT
The Company had entered into a lease agreement for the use of their mobile
structure and equipment to a third party for use in selling coffee and
other beverages. The agreement was for three years beginning March 20,
2001. The lease monthly payments started at $600 per month and were to
accelerate and reach $1,250 per month during the 3rd year. However,
during the first three months of 2002, the lease agreement was terminated.
The Company is currently seeking another lessee for the structure and
equipment or a buyer to purchase the structure and equipment.
NOTE 3 - LEASE PROPERTIES
The following is a summary of lease properties at:
September 30, December 31,
2002 2001
__________ _________
Lease equipment: modular structure $ 15,740 $ 15,740
Lease equipment: beverage equipment 13,177 13,177
Less: accumulated depreciation (8,526) (4,167)
__________ _________
$ 20,391 $ 24,750
__________ _________
The modular structure and the beverage equipment are depreciated over
their estimated useful lives of ten and three years, respectively.
Depreciation expense for the nine months ended September 30, 2002 and
2001 amounted to $4,359 and $2,675, respectively.
NOTE 4 - LINE OF CREDIT
In August 2000, an officer of the Company entered into a line of credit
arrangement with a bank using a personal vehicle as collateral. The line
provided for borrowings up to $20,606 with a variable interest rate that
was 2% above the bank's prime rate. The initial rate was 11.5% per annum.
During 2001, the Company paid off the line of credit and closed the
account.
-6-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of preferred
stock with a $.001 par value, with such rights, preferences and
designations and to be issued in such series as determined by the Board of
Directors. No shares are issued and outstanding at September 30, 2002 and
December 31, 2001.
Common Stock - The Company has authorized 50,000,000 shares of common
stock with a $.001 par value. In June 2001, the Company completed a
public offering of 312,800 shares of common stock for cash of $78,200, or
$.25 per share. Stock offering costs of $13,617 have been offset against
the proceeds in capital in excess of par value.
During April 2000, in connection with its organization, the Company issued
4,500,000 shares of its previously authorized, but unissued common stock
for cash. The shares were issued for $9,000, or $.002 per share.
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards. The Company
has available at September 30, 2002 an operating loss carryforwards of
approximately $22,200 which may be applied against future taxable income
and which expire in various years through 2022.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax asset is
approximately $3,300 and $3,700 as of September 30, 2002 and December 31,
2001, respectively, with an offsetting valuation allowance of the same
amount. The change in the valuation allowance for the nine months ended
September 30, 2002 is a reduction of approximately $400.
NOTE 7 - RELATED PARTY TRANSACTIONS
Accounts Payable - Officers and shareholders of the Company have paid
expenses on behalf of the Company totaling $5,045. These funds are due
upon demand and have no stated interest rate.
Management Compensation - For the nine months ended September 30, 2002 and
2001, the Company did not pay any compensation to any officer or director
of the Company.
-7-
MOBILE DESIGN CONCEPTS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 - RELATED PARTY TRANSACTIONS [Continued]
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
offices as a mailing address, as needed, at no expense to the Company. The
cost value of this service is considered nominal and, therefore, has not
been recorded as an expense by the Company.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception and has not
yet been successful in establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
additional sales of its common stock. There is no assurance that the
Company will be successful in raising this additional capital or achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
NOTE 9 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
From
Inception
For the Three For the Nine on March
Months Ended Months Ended 10, 2000
September 30, September 30, Through
____________________ ____________________ September
2002 2001 2002 2001 30, 2002
_________ _________ _________ _________ _________
Loss from continuing
operations available
to common shareholders
(numerator) $ (3,039) $ (3,751) $(10,434) $ (5,658) $(22,183)
_________ _________ _________ _________ _________
Weighted average
number of common
shares outstanding
used in loss per
share for the period
(denominator) 4,812,800 4,812,800 4,812,800 4,628,595 4,539,377
_________ _________ _________ _________ _________
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
-8-
ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATIONS.
The company was incorporated under the laws of Nevada on March 10, 2000,
is a small start up company that only recently commenced active business
operations, has not yet generated significant revenues from operation and is
considered a development stage company. In August, 2000, the Company filed a
registration statement on Form SB-2 with the U.S. Securities & Exchange
Commission under the Securities Act of 1933, to register the offering, on a
"best efforts, no minimum" basis, of up to 500,000 shares of $.001 par value
common stock, at a price of $.25 per share. This registration statement was
declared effective on May 14, 2001. The Company sold 312,800 shares of common
stock and raised gross proceeds of $78,200 pursuant to this offering. The
offering closed June 27, 2001.
Management's plan of operation for the next twelve months is to use the
existing capital together with the proceeds from the offering to provide
initial working capital for the operation of the proposed business and
complete construction of up to three additional kiosks for sale or lease to
third parties. In addition, we have established a one-year $20,606 revolving
line of credit with our bank that bears interest at the rate of prime plus 2%,
for a current rate of 11.5%. To date we have repaid all amounts advanced to
us under the line of credit with the proceeds from the offering. We estimate
general and administrative expenses during the next twelve months will be
approximately $15,000 including rent, office, legal, and accounting expenses.
We estimate the cost of constructing kiosks at $20,000 to $25,000 initially.
The cost of constructing additional kiosks will be somewhat lower as the
construction process becomes more uniform and design problems have been
resolved. The prototype was completed in February, 2001 and we anticipate that
additional kiosks can be completed as needed based on demand, with a total
construction time of approximately 45 days. Since less than all offered
shares were sold, we will reduce the construction budget as necessary and may
attempt to finance the construction of additional kiosks using a purchase
contract or lease with the potential operator as security for a loan.
We plan to generate revenue from the lease and sale of the kiosks to
third parties. We plan to initially lease the kiosks for a monthly rental of
from $12,000 to $15,000 per year under a lease with a term of three years that
may be renewed on an annual basis after the initial three-year term. We
believe that an operator at a good location will continue to rent the kiosk
for its useful life, which we estimate at ten to fifteen years. We also plan
to sell kiosks at prices ranging from $40,000 to $65,000, depending on the
design features and equipment included in the particular unit. Our proposed
lease rates and sales prices will be subject to adjustment based on demand,
changes in our cost structure and competitive conditions prevailing in the
industry.
We anticipate that the proceeds from the sale of the offering together
with our current assets and bank line of credit will be sufficient to permit
us to implement our business plan and conduct our operations for a period of
at least twelve months. Since less than all offered shares were sold in this
offering, we will delay construction of additional kiosks, as necessary. We
may have to seek additional funds within the next twelve months. We have no
assurance of receiving any additional funding.
The Company had entered into a lease agreement for the use of their
mobile structure and equipment to a third party for use in selling coffee and
other beverages. The agreement was for three years beginning March 20, 2001.
The lease monthly payments started at $600 per month and were to accelerate
and reach $1,250 per month during the 3rd year. However, during the first
three months of 2002, the lease agreement was terminated. The Company is
currently seeking another lessee for the structure and equipment or a buyer to
purchase the structure and equipment.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. However, the Company has incurred losses
since its inception and has not been successful in establishing profitable
operations. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through loans or additional sales of its common stock. There is no assurance
that the Company will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
ITEM 3. CONTROLS AND PROCEDURES.
The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as such term is defined in paragraph (c) of Rule 15d-14) for the
issuer and have:
designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,
is made known to them by others within those entities, particularly during the
period in which the periodic reports are being prepared;
evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the report
(the "Evaluation Date").
Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:
any 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;
any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or
any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).
Changes in internal controls. There were no significant changes in the
issuer's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings. No
such action is contemplated by the Company nor, to the best of its knowledge,
has any action been threatened against the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) No instruments defining the rights of the holders of any class of
registered securities have been materially modified.
(b) No rights evidenced by any class of registered securities have
been materially limited or qualified by the issuance or
modification of any other class of securities.
(c) During the period covered by this report, there were not any
securities that the issuer sold without registering the securities
under the Securities Act.
(d) In August, 2000, the Company filed a registration statement on
Form SB-2 with the U.S. Securities & Exchange Commission under the
Securities Act of 1933, to register the offering, on a "best
efforts, no minimum" basis, of up to 500,000 shares of $.001 par
value common stock, at a price of $.25 per share. This
registration statement was declared effective on May 14, 2001.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has not been any material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material
default not cured within 30 days, with respect to any indebtedness of the
issuer exceeding 5 percent of the total assets of the issuer.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of security holders during the
period covered by this report, through the solicitation of proxies or
otherwise.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B. None
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter for which this report is filed.
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.
Mobile Design Concepts, Inc.
Date: November 8, 2002 by: /s/ Steven N. Bednarik
Steven N. Bednarik, President and Secretary/Treasurer
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Chief Executive Officer and Chief Financial Officer
certify that this report fully complies with the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, and the information contained in
the report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: November 8, 2002 by: /s/ Steven N. Bednarik
Steven N. Bednarik, President and Secretary/Treasurer
CERTIFICATIONS*
I, Steven N. Bednarik, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Mobile Design
Concepts, Inc., the registrant;
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.
Date: November 8, 2002 by: /s/ Steven N. Bednarik
Steven N. Bednarik, President & Director
(Chief Executive Officer and Chief Financial Officer)
* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14.
The required certification must be in the exact form set forth above.