As Filed with the Securities and Exchange Commission on November 18, 2002
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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 SEPTEMBER 30, 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 November 18, 2002, the registrant had 232,595 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.
TABLE OF CONTENTS
-----------------
PAGE
FINANCIAL STATEMENTS (Unaudited)
Balance Sheet as of September 30, 2002 3
Statement of Operations for the three months
ended September 30, 2002 and for the period
June 26, 2001 (inception) to September 30, 2002 4
Statement of Stockholders' Deficit for
the three months ended September 30, 2002 5
Statement of Cash Flows for the three months
ended September 30, 2002 and for the period
June 26, 2001 (inception) to September 30, 2002 6
Notes to Financial Statements 7-11
2
AUTOCARBON, INC.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 2002
(Unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,856
Accounts Receivable 28,960
----------------
Total current assets $ 30,816
Fixed Assets
Computer Software(net of accumulated amortization of $14,291) 53,142
---------------
$ 83,958
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 104,447
Payment for Shares not Issued 1,200
Deferred Revenue 44,783
----------------
Total current liabilities $150,430
STOCKHOLDERS' DEFICIT
Common Stock, $.0001 par value,
100,000,000 shares authorized,
11,628,200 issued and outstanding $ 1,163
Additional Paid-in Capital 847,387
Deficit Accumulated During the Development Stage (915,022)
----------------
Total Stockholders' Deficit (66,472)
---------------
$ 83,958
===============
See accompanying notes to financial statements
3
AUTOCARBON, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Three Months June 26, 2001
Ended (Inception) to
September 30, 2002 September 30, 2002
------------------ ------------------
(Unaudited) (Unaudited)
Revenues $ 66,338 $ 76,862
General and Administrative Expenses 109,639 991,884
------------- -------------
Loss Before Provision for
Income Taxes (43,301) (915,022)
Income Tax Expense -- --
------------- -------------
Net Loss $ (43,301) $ (915,022)
============= =============
Loss Per Share
Basic $ (0.0041) $ (0.0868)
============= =============
Weighted Average Number of Shares Outstanding 10,628,199 10,541,199
============= =============
See accompanying notes to financial statements
4
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 - - - (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 - - - (43,301) (43,301)
------------- ------------- -------------- ------------- -------------
11,628,200 $ 1,163 $ 847,387 $ (915,022) $ (66,472)
============= ============= ============== ============= =============
See accompanying notes to financial statements
5
AUTOCARBON, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Three Months June 2, 2001
Ended (Inception) to
September 30, September 30,
2002 2001
---------- ----------
(Unaudited) (Unaudited)
Cash Flows from Operating Activities:
Net Loss $ (43,301) $(915,022)
Adjustments to reconcile net loss to cash
used in operating activities
Issuance of common stock for services -- 414,450
Depreciation 2,858 14,291
---------- ----------
(40,443) (486,281)
Changes in Assets and Liabilities
(Increase) decrease in:
Accounts Receivable (28,960) (28,960)
Increase (decrease) in:
Accounts Payable 66,127 104,447
Deferred Revenue 21,654 44,783
---------- ----------
Net Cash Used in Operating Activities 18,378 (366,011)
---------- ----------
Cash Flows from Investing Activities
Purchase of fixed assets - computer software (33,133) (67,433)
---------- ----------
Net Cash Used in Investing Activities (33,133) (67,433)
---------- ----------
Cash Flows from Financing Activities
Proceeds from issuance of common stock and options 27,500 434,100
Payment for shares not issued (15,000) 1,200
---------- ----------
Net Cash Provided by Financing Activities 12,500 435,300
---------- ----------
Net increase in cash (2,255) 1,856
Cash at beginning of period 4,111 --
---------- ----------
Cash at end of period $ 1,856 $ 1,856
========== ==========
NON - CASH FINANCING ACTIVITIY:
Issuance of commom stock for services rendered $ -- $ 414,450
========== ==========
See accompanying notes to financial statements
6
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
------------------
(UNAUDITED)
NOTE 1: ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------
The Financial Statements at September 30, 2002 and for the quarter
ended September 30, 2002 and for the period June 26, 2001 (Date of
Inception) to September 30, 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 has entered into a five-year distribution agreement with
Rocket Composites Ltd. (Rocket) to market and sell carbon fiber and
other composite products manufactured by Rocket. The Companies
initial focus will be on marketing and selling after-market carbon
composite automotive parts. The Company is not obligated to incur
any significant advertising or marketing costs in connection with
this distribution agreement nor is it required to maintain any
minimum sales levels. It is possible the Company may share in
certain tooling costs associated with the manufacturer, Rocket
Composites Ltd., on an order-by-order basis. These costs will be
expensed as incurred. To date included in General and Administrative
expenses are approximately $83,900 of such costs representing funds
advanced as an inducement to Rocket to prepare for several potential
orders.
7
AUTOCARBON, INC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
------------------
(UNAUDITED)
NOTE 1: ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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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.
8
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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 $915,022 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.
9
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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.
10
AUTOCARBON, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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. The reverse stock
split was effected on October 4, 2002.
11
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. Initially, the Company's focus has 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. We are marketing and
selling products manufactured for the Company by a private company wholly owned,
controlled and operated by the Company's Chairman, James Miller. This company,
Rocket Composites, Ltd., is located in the United Kingdom and has commenced
production. The Company was formed to allow outside investors to participate in
the distribution of the products manufactured by Rocket Composites, Ltd. The
Company has entered into a five-year distribution agreement with Rocket
Composites, Ltd.
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 $76,862 and a net loss of $(915,022) and there is no
assurance that the Company will be able to generate further revenue. For the
three months ended September 30, 2002, the Company generated revenue of $66,338
and had a net loss of $(43,301). 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.
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 September 30, 2002, the Company had $1,856 in cash
and $28,960 in accounts receivables that could be used in connection with
funding of its operations. As of September 30, 2002, approximately 94% 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.
12
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 September 30, 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 September 30, 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 September 30,
2002.
13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEMS 2. CHANGES IN SECURITIES.
On August 21, 2002 a majority of the stockholders of the Company approved a one
for fifty reverse stock split whereby each fifty currently outstanding shares of
common stock of the Company were converted into one share of common stock of the
Company. The reverse stock split was effected on October 4, 2002.
ITEMS 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On August 21, 2002 a majority of the stockholders of the Company approved a one
for fifty reverse stock split whereby each fifty currently outstanding shares of
common stock of the Company were converted into one share of common stock of the
Company. The reverse stock split was effected on October 4, 2002.
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
September 30, 2002.
14
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: November 18, 2002 By: /s/ James Miller
--------------------------------------------
James Miller, Chairman & Chief Executive Officer
Date: November 18, 2002 By: /s/ Kimberly Tate
--------------------------------------------
Kimberly Tate, Chief Financial Officer
15
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.
November 18, 2002
/s/James Miller
- ---------------
Name: James Miller
Title: Chief Executive Officer
16
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.
November 18, 2002
/s/Kimberly Tate
- ----------------
Name: Kimberly Tate
Title: Chief Financial Officer
17