U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended January 31, 2003
----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission File No. 000-32089
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FAR GROUP INC.
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(Name of Small Business Issuer as specified in its Charter)
Washington 91-2023071
- ---------- ----------
(State or Other Jurisdiction of I.R.S. Employer
incorporation or organization) Identification No)
1286 Homer Street, 4th Floor
Vancouver, British Columbia, Canada V6B 2Y5
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(Address of Principal Executive Offices)
(604) 689-5255
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Issuer's Telephone Number
N/A
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(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
February 19, 2003
Common - 15,850,000 common shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item
6 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together with related notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
FAR Group, Inc.
(A Development Stage Company)
Interim Balance Sheet
January
31, April 30,
2003 2002
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash 215,966 4,645
- --------------------------------------------------------------------------------------------------------
Total Assets 215,966 4,645
========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable 23,566 33,750
Accrued liabilities 500 550
Note payable (Note 4) - 35,000
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Total Liabilities 24,066 69,300
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Contingency (Note 1)
Stockholders' Equity
Common Stock: $0.0001 par value; authorized 100,000,000 common shares;
15,850,000 and 15,600,000 shares issued and outstanding respectively (Note 5) 1,585 1,560
Additional Paid-in Capital 309,415 24,440
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311,000 26,000
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Preferred Stock: $.0001 par value; authorized 20,000,000 preferred shares;
none issued
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Deficit Accumulated During the Development Stage (119,101) (90,655)
- --------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 191,899 (64,655)
- --------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 215,966 4,645
========================================================================================================
(See Accompanying Notes to the Interim Financial Statements)
FAR Group, Inc.
(A Development Stage Company)
Interim Statements of Operations
(unaudited)
Accumulated
From
March 24, 2000 Three Months Ended Nine Months Ended
(Date of Inception) January 31, January 31, January 31, January 31,
to January 31, 2003 2003 2002 2003 2002
$ $ $ $ $
Revenue -
- ----------------------------------------------------------------------------------------------------------------------------------
Expenses
Accounting and legal 54,865 2,600 (1,035) 20,281 13,277
Business development 5,000 - - 5,000 -
Consulting fees 15,000 - 7,500 - 10,000
License written-off 35,000 - - - -
Office 2,898 107 (36) 1,381 273
Transfer agent and filing fees 6,338 339 246 1,784 1,872
- ----------------------------------------------------------------------------------------------------------------------------------
Net loss (119,101) (3,046) (6,675) (28,446) (24,387)
==================================================================================================================================
Net Loss Per Share - - - -
==================================================================================================================================
Weighted Average Number of Shares
Outstanding (stock split applied
retroactively) 15,850,000 15,600,000 15,737,000 15,600,000
==================================================================================================================================
(Diluted loss per share has not been presented as the result is anti-dilutive)
(See Accompanying Notes to the Interim Financial Statements)
FAR Group, Inc.
(A development Stage Company)
Interim Statements of Cash Flows
(unaudited)
Nine Months Ended
January 31, January 31,
2003 2002
$ $
Cash Flows From Operating Activities
Net loss (28,446) (24,387)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (10,233) 27,675
- ---------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities (38,679) 3,288
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Cash Flows From Financing Activities
Common shares issued 250,000 -
- ---------------------------------------------------------------------------------------------------
Increase In Cash 211,321 3,288
Cash - Beginning of Period 4,645 2,361
- ---------------------------------------------------------------------------------------------------
Cash - End of Period 215,966 5,649
===================================================================================================
Non-Cash Financing Activities
A $35,000 note payable was assumed by the Company for the
acquisition of a License from a director which was forgiven on
July 12, 2002 (Notes 3 and 4) - -
===================================================================================================
Supplemental Disclosures
Interest paid - -
Income tax paid - -
(See Accompanying Notes to the Interim Financial Statements)
FAR Group, Inc.
A Development Stage Company)
Notes to the Interim Financial Statements
January 31, 2003
(unaudited)
1. Development Stage Company
FAR Group, Inc. herein (the "Company") was incorporated in the State of
Washington, U.S.A. on March 24, 2000. The Company acquired a license to
market and distribute vitamins, minerals, nutritional supplements, and
other health and fitness products in which the grantor of the license
offers these products for sale from various suppliers on their Web Site.
The Company is currently developing a marketing strategy to offer personal
care products through a kiosk-based ordering system. Once the kiosk-based
marketing strategy is developed, it will serve as another distribution
network for both of its product lines.
The Company is in the development stage. In a development stage company,
management devotes most of its activities in developing a market for its
products. Planned principal activities have not yet begun. The ability of
the Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its successful
efforts to raise additional equity financing and/or attain profitable
operations. There is no guarantee that the Company will be able to raise
any equity financing or sell any of its products at a profit. There is
substantial doubt regarding the Company's ability to continue as a going
concern.
The Company filed an SB-2 Registration Statement with the U.S. Securities
Exchange Commission which was declared effective in January 2001. During
fiscal 2001, the Company sold and issued 1,000,000 common shares at $0.01
per share for cash proceeds of $10,000. During the fiscal period, the
Company, pursuant to a private placement, issued 250,000 common shares at
$1.00 per share for cash proceeds of $250,000. The Company trades on the
OTC Bulletin Board under the symbol FGRI.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's fiscal year end is April 30.
(b) License
The cost to acquire the License was initially capitalized. The
carrying value of the License is evaluated in each reporting period to
determine if there were events or circumstances which would indicate a
possible inability to recover the carrying amount. Such evaluation is
based on various analyses including assessing the Company's ability to
bring the commercial applications to market, related profitability
projections and undiscounted cash flows relating to each application
which necessarily involves significant management judgment. Where an
impairment loss has been determined the carrying amount is
written-down to fair market value. Fair market value is determined as
the amount at which the license could be sold in a current transaction
between willing parties. The License has been written-off to
operations due to the lack of historical cash flow of the license and
lack of a market to resell the license.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
(d) Revenue Recognition
The Company will receive from the Grantor of the license, commissions
of one-half of all the profit on all sales made through the Grantor's
Web Site. The commission revenue will be recognized in the period the
sales have occurred. The Company will report the commission revenue on
a net basis as the Company is acting as an Agent for the Grantor and
does not assume any risks or rewards of the ownership of the products.
This policy is prospective in nature as the Company has not yet
generated any revenue.
2. Summary of Significant Accounting Policies
(e) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the periods. Actual results could differ from
those estimates.
(f) Interim Financial Statements
These interim unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for
any future period.
(g) Recent Accounting Pronouncements
On June 29, 2001, SFAS No. 141, "Business Combinations," was approved
by the Financial Accounting Standards Board ("FASB"). SFAS No. 141
requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Goodwill and
certain intangible assets will remain on the balance sheet and not be
amortized. On an annual basis, and when there is reason to suspect
that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. The
Company implemented SFAS No. 141 on July 1, 2001 and its impact is not
expected to be material on its financial position or results of
operations.
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
Assets," was approved by FASB. SFAS No. 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach.
Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of this statement. The Company
adopted SFAS No. 142 on April 1, 2002 and its impact is not expected
to have a material effect on its financial position or results of
operations.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligation." SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002, and will require companies to record a
liability for asset retirement obligations in the period in which they
are incurred, which typically could be upon completion or shortly
thereafter. The FASB decided to limit the scope to legal obligations
and the liability will be recorded at fair value. The effect of
adoption of this standard on the Company's results of operations and
financial positions is being evaluated.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. It
provides a single accounting model for long-lived assets to be
disposed of and replaces SFAS No. 121 "Accounting for the Impairment
of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." The
Company adopted SFAS No. 144 on April 1, 2002. The effect of adoption
of this standard on the Company's results of operations and financial
position is not expected to be material.
In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The provisions of this
Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged.
This Statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)". This
Statement requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred. The
Company will adopt SFAS No. 146 on January 1, 2003. The effect of
adoption of this standard on the Company's results of operations and
financial position is being evaluated.
FASB has also issued SFAS No. 145 and 147 but they will not have any
relationship to the operations of the Company therefore a description
of each and their respective impact on the Company's operations have
not been disclosed.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", which amends
SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 expands
the disclosure requirements of SFAS No. 123 to require more prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition
provisions of SFAS No. 148 are effective for fiscal years ended after
December 15, 2002. The transition provisions do not currently have an
impact on the Company's financial position and results of operations
as the Company has not elected to adopt SFAS No. 123's fair value
based method of accounting for stock-based employee compensation. The
disclosure provisions of SFAS No. 148 are effective for financial
statements for interim periods beginning after December 15, 2002. The
Company will adopt SFAS No. 148 on February 1, 2003. The effect of
adoption of this standard on the Company's results of operations and
financial position is not expected to be material as the Company does
not have a stock option plan.
3. License
The Company's asset is a license to market vitamins, minerals, nutritional
supplements and other health and fitness products through the Grantor's Web
Site. The Company desires to market these products to medical
practitioners, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
practitioners, school and other fund raising programs and other similar
types of customers in Minnesota. The license was acquired on April 13, 2000
and renewed on August 15, 2002 for a term of three years. The Company must
pay an annual fee of $500 for maintenance of the Grantor's Web Site
commencing with the year ended April 13, 2002. The Grantor waived the
annual fee due on April 13, 2001. The Grantor of the license retains 50% of
the profits.
The Company paid total consideration of $35,000 for the license with a note
payable of $35,000. See Note 4.
The License was written-off to operations due to the lack of historical
cash flow and lack of a market to resell the license. However, it is the
Company's intention to conduct a survey to determine its core target market
from amongst the potential clients under its Vitamineralherb.com license,
hire commissioned sales staff, establish an office, advertise, and begin
making sales.
4. Related Party Transaction
The License referred to in Note 3 was assigned to the Company by the former
sole director and former President of the Company for consideration of the
assumption of a note payable of $35,000 to Vitamineralherb.com. The License
was recorded at the transferor's cost of $35,000, which was also fair
market value at the time. The Grantor of the License is not related to the
Company. On December 12, 2000, on behalf of the Company, the former
President of the Company repaid the note payable to Vitamineralherb.com for
which the Company issued a note payable of $35,000 to the former President
of the Company. The $35,000 note payable to the former President of the
Company was unsecured, non-interest bearing and was repayable by December
31, 2010. On July 12, 2002, the former President of the Company forgave the
note payable and released the Company from all obligations. Due to his
relationship to the Company as the principal stockholder at the time of
forgiveness, the forgiveness of this debt has been treated as contributed
capital, in accordance with the provisions of Staff Accounting Bulletin
Topic 5T.
5. Common Stock
(a) The Company's Board of Directors approved a six for one forward split
with a record date of August 31, 2001.
(b) During the fiscal period ended January 31, 2003, pursuant to a private
placement, the Company issued 250,000 common shares at $1.00 per share
for total cash consideration of $250,000.
Item 2. Management's Discussion and Analysis or Plan of Operation
- -----------------------------------------------------------------
The following discussion and analysis of FAR Group's financial condition and
results of operations should be read in conjunction with the accompanying
financial statements and notes and the other financial information appearing
elsewhere in this report. This Report contains statements that may contain
forward-looking statements, concerning the Company's future operations and
planned future acquisitions and other matters and the Company intends that such
forward-looking statements be subject to the safe harbors for such statements.
Any statements that involve discussions with respect to predictions,
expectations, belief, plans, projections, objectives, assumptions or future
events or performances (often, but not always, using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates", or "intends", or stating that certain actions, events or
results "may", "could", or "might" or "will" be taken to occur or be achieved
are not statements of historical fact and may be "forward looking statements".
The Company cautions readers not to place undue reliance on any such
forward-looking statements which speak only as of the date made. Such
forward-looking statements are based on the beliefs and estimates of the
Company's management as well as on assumptions made by and information currently
available to the Company at the time such statements were made. Forward-looking
statements are subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the forward-looking
statements, including, without limitation, the failure to obtain adequate
financing on a timely basis and other risks and uncertainties. Actual results
could differ materially from those projected in the forward-looking statements,
either as a result of the matters set forth or incorporated in this Report
generally and certain economic and business factors, some of which may be beyond
the control of the Company.
CRITICAL ACCOUNTING POLICIES
- ------------------------------
The Company's discussions and analysis of its financial condition and results of
operations, including the discussion on liquidity and capital resources are
based upon the Company's financial statements, which have been prepared in
accordance with US GAAP. The preparation of these financial statements requires
the Company to make estimates and judgements that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, management re-evaluates its
estimates and judgements, particularly those related to the determination of the
impairment of its intangible assets.
PLAN OF OPERATION
- -------------------
During the period from March 24 2000 through January 31, 2003, FAR Group has
engaged in no significant operations other than organizational activities,
acquisition of the rights to market Vitamineralherb, preparation for
registration of its securities under the Securities Act of 1933, as amended,
preparation of a supplementary business plan and completing a private placement
to fund this secondary division. No revenues were received by FAR Group during
this period.
The original shareholder paid legal expenses upon inception in the amount of
$16,000 for which he received 1,600,000 shares of common stock of the Company.
The Company filed an SB-2 Registration Statement with the U.S. Securities
Exchange Commission which was declared effective in January 2001. The Company
sold and issued 1,000,000 common shares at $0.01 per share for cash proceeds of
$10,000. The Company trades on the OTC Bulletin Board under the symbol FGRI.
During the fiscal period, the Company extended its license with
Vitamineralherb.com for an additional three years to market vitamins, minerals,
nutritional supplements and other health and fitness products in Minnesota
through the Vitamineralherb.com web site. The license is now valid until April
2006 subject to the payment of the annual fees.
FAR Group's business plan in connection with the license to sell products
through the Vitamineralherb.com web site was to determine the feasibility of
selling products to targeted markets. In order to determine the feasibility of
its business plan, FAR Group plans for the next six months, to conduct research
into these various potential target markets. Should FAR Group determine that the
exploitation of the license is feasible, it will engage salespeople to market
the products. Based primarily on discussions with the licensor, FAR Group
believes that during its first operational quarter, it will need a capital
infusion of approximately $85,000 to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. This capital infusion is
intended to cover costs of advertising, hiring and paying two salespeople, and
administrative expenses. In addition, FAR Group will need approximately $260,000
in the event it determines that its market will not pay in advance and it will
have to extend credit. FAR Group will have to obtain additional financing
through an offering or capital contributions by current shareholders. The
implementation of FAR Group's initial plans was delayed as Vitamineralherb.com
re-worked its web site rendering it non-operational for a period of time. In
addition, Vitamineralherb changed its primary supplier of products again
delaying FAR Group's ability to initiate its business plan. The Company's
ability to implement its initial plans continues to be delayed as
Vitamineralherb continues to modify its web site and to find a replacement
supplier for its vitamin and mineral products to offer to its licensees.
In addition to its Vitamineralherb business development, during the fiscal
period ended January 31, 2003, FAR Group initiated the development of a
marketing strategy to offer consumers high quality, competitive priced personal
care products through a kiosk-based ordering system with additional website,
mail-in and phone orders. Once developed, the Company intends to use the
kiosk-based marketing strategy as another distribution network for both its
Vitamineralherb products and the products of Health Anti-Aging Lifestyle
Options, Inc. ("HALO"). Upon completion of the development of its kiosk based
marketing system, the Company intends to enter into a marketing partnership with
HALO to sell HALO's health and wellness products. There can be no assurances
that the Company will be successful in developing its kiosk based marketing
system or that it will be able to secure products for distribution through this
system. The implementation of this development has been delayed to enable FAR
to secure additional products for distribution as HALO has ceased to sell the
products that they were previously marketing and is now seeking new products to
represent.
The company had total general and administrative expenses of $28,446 for the
nine month period ended January 31, 2003 as compared to $24,387 during the same
period ended January 31, 2002, an increase of $4,059. The increase was
primarily due to additional legal and administrative costs relating to the
private placement with HALO. The company also incurred an additional cost of
$5,000 relating to the preparation of the kiosk-based marketing strategy
business plan.
For the remainder of the current fiscal year ending April 30, 2003, FAR Group
anticipates incurring a loss as a result of expenses associated with setting up
a company structure to begin implementing its business plans. FAR Group
anticipates that until these procedures are completed, it will not generate
revenues, and may continue to operate at a loss thereafter, depending upon the
performance of the business.
FAR Group remains in the development stage. FAR Group's balance sheet as of
January 31, 2003 reflects total assets of $ 215,966 comprising of all cash. The
Company had total liabilities of $24,066 of which $22,000 represented advances
from a shareholder to cover the Company's operating expenses in the past. The
Company has incurred a loss of $ 28,446 for the fiscal period to date and a
total loss of $119,101 from inception. During the quarter ended January 31,
2003, the Company did not issue any of common stock. During the current fiscal
year, the Company issued 250,000 common shares to HALO on a private placement
basis for proceeds of $250,000. The proceeds from this private placement are
intended for general working capital in connection with the development of its
kiosk based marketing system and none of the proceeds are intended to be used
towards the Vitamineralherb segment of the Company's business.
Liquidity
- ---------
The Company had cash on hand of $ 215,966 as at January 31, 2003 and working
capital of $191,900 as compared to cash on hand of $4,645 and a negative working
capital of $64,655 as at April 30, 2002. The change in working capital and cash
was due primarily to the private placement of 250,000 common shares completed in
July 2002. The Company believes that it has sufficient funds to meet its
administrative operating obligations for the next twelve months however, the
Company has allocated a significant portion of the cash on hand to working
capital for the development of the kiosk marketing system and related
administrative costs.
FAR Group will need additional capital to carry out all of its obligations and
business strategies. The Company intends to raise any additional capital
required to fund its financing needs by issuance of debt and equity. The
Company's management has been exploring a number of other options to meet the
Company's obligations and future capital requirements, including the possibility
of equity offering, debt financing, and business combination. There can be no
assurance financing will be available or accessible on reasonable terms.
FAR Group may engage in a combination with another business. FAR Group has
engaged in discussions concerning potential business combinations, but has not
entered into any agreement for such a combination.
FAR Group's failure to generate revenues and conduct operations since its
inception raise substantial doubt about FAR Group's ability to continue as a
going concern. FAR Group will require substantial working capital, and currently
has inadequate capital to fund all of its business strategies. FAR Group may be
unable to raise the funds necessary for implementing all of its business
strategies, which could severely limit its operations.
Item 3. Controls and Procedures
- -------------------------------
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act of 1934 reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
Within 90 days prior to the date of this report, the Company's management
carried out an evaluation under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon the foregoing, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this Quarterly Report
on Form 10-QSB for the quarter ended January 31, 2003.
There were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
DOCUMENTS INCORPORATED BY REFERENCE
None.
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.
FAR GROUP INC.
Date: February 25 , 2003 By:
------------------ ---------------------------
Jim Glavas
President, CEO, CFO and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
Date: February 25 , 2003 By: /s/ Jim Glavas
------------------ ---------------------------
Jim Glavas
President, CEO, CFO and
Director
Date: February 25 , 2003 By: /s/ Aaron Kirsten
------------------ ---------------------------
Aaron Kirsten
Director
Date: February 25 , 2003 By: /s/ Larry Bishop
------------------ ---------------------------
Larry Bishop
Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jim Glavas, Chief Executive Officer and Chief Financial Officer of FAR
Group Inc., certify that:
1. I have reviewed this quarterly Report on Form 10-QSB of FAR Group
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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I 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 me 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 my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function);
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. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: February 25 , 2003 Signature: /s/ Jim Glavas
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Jim Glavas
Chief Executive Officer /
Chief Financial Officer
Attachment
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of FAR Group Inc. (the "Company") on
Form 10-QSB for the period ended January 31, 2003 as filed with the Securities
and Exchange Commission on the date here of (the "Report"), I, Jim Glavas, CEO,
CFO and President of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of our belief and knowledge:
(1) The report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: February 25, 2003 /s/ Jim Glavas
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Jim Glavas
CEO, CFO and President