U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2003
Commission File No. 000-27395
CHARTWELL INTERNATIONAL, INC.
-----------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 95-3979080
------ ----------
(State or Other Jurisdiction of (I.R.S Employer
Incorporation or Organization) Identification No.)
333 South Allison Parkway, Suite 100
Lakewood, Colorado 80226
(303) 804-0100
--------------------------------------------------
(Address, including zip code and telephone number,
including area code of registrant's executive offices)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the preceding twelve 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 [ ]
As of June 10, 2003, the Registrant had 21,486,718 shares of common stock, $.001
par value per share outstanding.
Transitional small Business Disclosure Format (check one): Yes [ ] No [X]
CHARTWELL INTERNATIONAL, INC.
FORM 10-QSB
APRIL 30, 2003
INDEX
PAGE
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of April 30, 2003 and July 31, 2002................3
Condensed Consolidated Statements of Operations for the Three-Month and Nine-Month
Periods Ended April 30, 2003 and 2002.....................................................4
Condensed Consolidated Statements of Cash Flows for the Three-Month and Nine-Month
Periods Ended April 30, 2003 and 2002.....................................................5
Notes to Condensed Consolidated Financial Statements........................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......8
Part II. OTHER INFORMATION
Item 1. Legal Proceedings..........................................................................11
Item 2. Changes in Securities......................................................................11
Item 3. Defaults Upon Senior Securities............................................................11
Item 4. Submission of Matters to a Vote of Security Holders........................................11
Item 5. Other Information..........................................................................11
Item 6. Exhibits and Reports of Form 8-K...........................................................11
2
ITEM 1. FINANCIAL INFORMATION
CHARTWELL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS: April 30, 2003 July 31, 2002
-------------- -------------
Current Assets:
Cash $ 10,823 $ 4,089
Trade credits and related receivable 68,077 77,396
Receivables from related parties 12,517 10,739
------------ ------------
Total current assets: 91,417 92,224
Investment in real estate 1,195,655 1,195,655
Mineral properties 2,014,800 2,014,800
Recruiting systems, publishing and franchise rights, net 1,111,606 1,204,498
Receivables from related parties 87,594 107,326
Other assets, net 5,025 9,552
------------ ------------
TOTAL ASSETS $ 4,506,097 $ 4,624,055
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank loan payable $ 10,000 $ 10,000
Accounts payable and accrued expenses 202,279 194,769
------------ ------------
Total current liabilities: 212,279 204,769
Long-term Debt:
Due to related parties 406,171 1,651,367
Other notes payable 600,000 600,000
------------ ------------
Total liabilities 1,218,450 2,456,136
Stockholders' Equity:
Preferred Series B Stock (preferable in liquidation to
other classes of stock) 300,000 300,000
Preferred Series A Stock (preferable to common stock
and equal to Preferred Series C Stock in liquidation) 600 600
Preferred Series C Stock (preferable to common stock
and equal to Preferred Series A Stock in liquidation) 506,120 506,120
Common stock; $.001 par value; 50,000,000 shares
authorized; 21,486,718 and 6,083,918 shares issued
and outstanding, respectively 21,487 6,084
Additional paid-in capital 12,174,504 10,749,072
Treasury stock at cost (68,850 shares) (6,885) (6,885)
Accumulated deficit (9,708,179) (9,387,072)
------------ ------------
Total stockholders' equity 3,287,647 2,167,919
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,506,097 $ 4,624,055
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
3
CHARTWELL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended Three Months Ended
April 30, April 30,
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUE:
Management and license fee revenue $ 157,500 $ 112,500 $ 52,500 $ 37,500
OPERATING EXPENSES:
General and administrative 230,943 60,166 47,668 40,445
Depreciation and amortization 92,892 92,635 30,964 32,875
------------ ------------ ------------ ------------
Total operating expenses 323,835 152,801 78,632 73,320
------------ ------------ ------------ ------------
Operating Loss (166,335) (40,301) (26,132) (35,820)
Other income (expense)
Gains on dispositions of stock -- 4,000 -- --
Interest income (expense), net (154,772) (161,000) (43,039) (57,318)
------------ ------------ ------------ ------------
Total other income (expense) (154,772) (157,000) (43,039) (57,318)
------------ ------------ ------------ ------------
Net (loss) $ (321,107) $ (197,301) $ (69,171) $ (93,138)
============ ============ ============ ============
(Loss) per common share (basic and diluted) $ (0.04) $ (0.03) $ (0.01) $ (0.02)
============ ============ ============ ============
Average common shares outstanding 8,473,420 6,038,900 12,203,190 6,038,900
============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
4
CHARTWELL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIOD ENDED
April 30, 2003 April 30, 2002
-------------- --------------
Cash Flows from Operating Activities
Net income (loss) $(321,107) $(197,301)
Adjustments:
Depreciation and amortization 92,892 92,635
Compensatory stock issuance to related parties 28,698 --
Services and other expenses paid for with stock -- 4,000
Changes in operating assets and liabilities:
Trade credits 9,319 (2,274)
Accounts receivable -- 5,874
Due from related parties 17,954
3,086
Prepaids and other assets 4,527 (26,162)
Accounts payable and accrued expenses 7,510 (96,136)
Related party liabilities 146,895 186,742
--------- ---------
Net cash (used in) operating activities (13,312) (29,536)
Cash Flows from Investing Activities -- --
--------- ---------
Net cash provided by investing activities -- --
Cash Flows from Financing Activities
Proceeds from borrowings from related parties 20,046 18,000
--------- ---------
Net cash provided by financing activities 20,046 18,000
Net increase (decrease) in cash 6,734 (11,536)
Cash at beginning of period 4,089 18,072
--------- ---------
Cash at end of period $ 10,823 $ 6,536
========= =========
Supplemental Cash Flow information
Cash paid for interest $ 54,000 $ 54,000
========= =========
Non-cash Investing and Financing Activities:
During the nine months ended April 30, 2003, the Company paid certain liabilities totaling
$1,403,137 to related parties by issuing 15,068,657 shares of the Company's common stock to
the parties.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
5
CHARTWELL INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2003 AND 2002
NOTE 1. UNAUDITED, INTERIM INFORMATION:
Chartwell International, Inc. (formerly Chartwell Publishing Company, Inc.)
("Chartwell" or the "Company") was incorporated in the State of Nevada on
December 27, 1984. The Company's principal line of business is oversight of its
investment in College Partnership, Inc. ("CPI") (f/k/a College Bound Student
Alliance, Inc.), which includes career planning, test preparation, and college
selection services for college bound students and their families. The Company
also hold claims for gypsum deposits and owns a 200 acre parcel of real estate
which is being held for future development or sale.
Chartwell International, Inc. and its wholly-owned subsidiaries prepare and
report financial results using a fiscal year ending July 31. This Form 10-QSB
includes the consolidated financial statements of the Company and its
wholly-owned subsidiaries. The Company's consolidated financial statements
included in this Form 10-QSB for the interim periods ended April 30, 2003 and
2002, include all normal recurring adjustments which, in the opinion of
management, are necessary for a fair statement of the results of operations,
financial position, and cash flows as of the dates and for the periods
presented. The Company's operating results for the three months ended April 30,
2003 and 2002 are not necessarily indicative of the result that may be expected
for the fiscal year ending July 31, 2003.
The Notes to the Consolidated Financial Statements included in the
Company's July 31, 2002 annual report on Form 10-KSB should be read in
conjunction with these consolidated financial statements.
RECENT PRONOUNCEMENTS
In August 2001, the FASB approved SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS 144 replaces SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." The new accounting model for long-lived assets to be disposed of by sale
applies to all long-lived assets, including discontinued operations, and
replaces the provisions of APB Opinion No. 30, "Reporting Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business," for
the disposal of segments of a business. SFAS 144 requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
144 also broadens the reporting of discontinued operations to include all
components of an entity with operations that can be distinguished from the rest
of the entity and that will be eliminated from the ongoing operations of the
entity in a disposal transaction. The provisions of SFAS 144 are effective for
financial statements issued for fiscal years beginning after December 15, 2001
and, generally, are to be applied prospectively. At this time, adoption of this
statement is not expected to have a material effect on the Company's financial
position, results of operations, or cash flows. However, the SEC is inquiring
about the carrying value of the Company's gypsum assets.
In April 2002, the FASB approved for issuance SFAS No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of SFAS 13, and Technical
Corrections". SFAS 145 rescinds previous accounting guidance, which required all
gains and losses from extinguishment of debt be classified as an extraordinary
item. Under SFAS 145 classification of debt extinguishment depends on the facts
and circumstances of the transaction. SFAS 145 is effective for fiscal years
beginning after May 15, 2002 and adoption is not expected to have a material
effect on the Company's financial position or results of its operations.
6
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by SFAS 146 include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS 146 is not expected to have a
material effect on the Company's financial position or results of its operations
NOTE 2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Chartwell
International, Inc. and its wholly owned subsidiary, National College Recruiting
Association, Inc. ("NCRA"), through which it licenses marketing and publishing
rights to CPI. As of April 30, 2003, Chartwell had an approximate 22% equity
interest in CPI, which is accounted for in the consolidated financial
statements by the equity method. Intercompany accounts and transactions have
been eliminated.
Impairment Testing for Long-Lived Assets
The Company accounts for its long-lived assets in conformity with FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Statement 121 requires impairment losses
to be recorded on long-lived assets used in operations or expected to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.
NOTE 3. EQUITY TRANSACTIONS
On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.
On March 3, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.
On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due its CEO (including entities of which the CEO is a
100% owner or trustee) and its Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of the Company's investment in CPI common stock. These shares
were issued at the then trading price of $0.07 per share.
On April 14, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.
NOTE 4. SEC INQUIRY
The Company received an inquiry from the SEC staff regarding the Company's
accounting for its mineral properties and is currently discussing the basis for
the balance sheet carrying values of these assets with the SEC staff. The
Company is continuing to discuss the valuation and accounting treatment of its
mineral properties with the staff of the Securities and Exchange Commission. If
these discussions are not concluded on a basis favorable to the Company, the
Company may be required to adjust the carrying values of these assets. The
Company has recently begun to explore various marketing opportunities for these
properties.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our
consolidated financial statements and notes thereto included elsewhere in this
Report. In connection with, and because we desire to take advantage of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, we
caution readers regarding certain forward looking statements in the following
discussion and elsewhere in this Report and in any other statement made by us,
or on our behalf, whether or not in future filings with the Securities and
Exchange Commission. Forward looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are based
upon estimates, forecasts, and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual results and could cause actual results to differ materially
from those expressed in any forward looking statements made by us, or on our
behalf. We disclaim any obligation to update forward-looking statements.
Results of Operations
The following information is intended to highlight developments in our
operations, to present our results of operations, to identify key trends
affecting our businesses and to identify other factors affecting our results of
operations for the nine months ended April 30, 2003 and 2002.
Comparison of Results of Operations for the Nine Months Ended April 30, 2003 and
2002
Our revenues increased to $157,500 for the nine months ended April 30,
2003, from $112,500 in 2002, an increase of $45,000, or 40%. All of our revenues
were from license fees generated from CPI. Effective August 1, 2000, the
agreement called for 1.5% of the first $10,000,000 in revenues of CPI and 1% of
revenues over $10,000,000, subject to a minimum monthly license fee of $12,500.
CPI reported revenues for the quarter ended July 31, 2002 indicated estimated
annual revenue for fiscal 2003 of at least approximately $16,000,000. Therefore,
license fees for the first nine months of fiscal 2003 were $17,500 per month
compared to the minimum license fee of $12,500 per month during the first six
months of the prior fiscal year.
For the nine months ended April 30, 2003, our operating expenses increased
to $323,835 compared to $152,801 for the same period in the prior fiscal year,
an increase of $171,034 or 112%. This was due primarily to an increase in
general and administrative expenses of $170,777 for the nine month period that
resulted from various factors, principally an increase to professional fees in
connection with the gypsum claims and the reverse stock split, and reductions of
certain obligations as a result of renegotiations during the periods ended 2002.
Net interest expense decreased from $161,000 to $154,772 for the nine
months ended April 30, 2003 compared to the similar period in 2002. The decrease
in interest expense was principally due to changes in total debt outstanding
during fiscal 2003 as a result of the conversions of liabilities to common stock
during the quarter ended April 30, 2003.
As a result of the items discussed above, we generated net losses of
($321,107) for the nine months ended April 30, 2003, compared to a net loss of
$(197,301) for the same period of the prior year. These losses resulted in loss
per share of $.04 for the nine-month period ended April 30, 2003 compared to
loss per share of $.03 for the nine month period ended April 30, 2002.
8
Liquidity and Capital Resources
At April 30, 2003, we had $10,823 in cash and cash equivalents, an increase
of $6,734 from July 31, 2002. At April 30, 2003, our working capital ratio was
0.43 to 1 based on current assets of $91,417 and current liabilities of
$212,279.
In our statement of cash flows, net cash used in operations was $13,312 for
the nine months ended April 30, 2003 compared to net cash used in operations of
$(29,536) for the nine months ended April 30, 2002. Cash flows from financing
activities totaled $20,046 and $18,000 for the nine months ended April 30, 2003
and 2002, respectively. These consist of borrowings from related parties. We
believe we have sufficient cash flows and sources of funding to meet our
obligations over the next 12 months.
In addition to the receivables included in our balance sheet, we have a
note receivable related to an advance to CPI of $70,000, which we were required
to write off during the fiscal year ended July 31, 2000. CPI has been paying its
obligations to us in accordance with the stated terms and we expect that this
$70,000 note receivable will also be paid by CPI. When this $70,000 is paid, we
will recognize income of $70,000.
Recovery of our investment in Recruiting Systems and Publishing Rights,
($1,111,606, net at April 30, 2003) is dependent on royalty payments received
from CPI in which we have an approximate 22% ownership interest as of June 10,
2003, and the underlying value of the common stock investment in CPI (market
value of approximately $2,400,000 at June 10, 2003). Our CEO, Dr. Janice A.
Jones is an officer and director of CPI and our Senior Advisor, John J. Grace,
is an officer of CPI. Dr. Jones and Mr. Grace are husband and wife.
On August 1, 2000, we agreed with CPI to a 50% deferral ($75,000) of the
fiscal year's royalty payments, without interest, with the full royalty payment
to be made beginning August 1, 2001. CPI has met its commitments in both fiscal
2001 and in fiscal 2002, and has paid $50,500 of the fiscal 2001 deferral as of
April 30, 2003.
During the nine months ended April 30, 2003, CPI experienced profits
compared to losses for the same period of the prior fiscal year. Net student
service revenues increased more than 70% during the nine months ended April 30,
2003 from the nine months ended April 30, 2002. In its Form 10-KSB for the
fiscal year ended July 31, 2002, CPI reported that it incurred significant
operating losses and deterioration in working capital as it revamped and
improved product lines and its marketing organization, consolidated the
operations of it's acquired companies and invested in expansion of it's
operations and infrastructure. CPI stated these activities consumed considerable
focus and resulted in significant losses during the first three quarters of
fiscal 2001. A portion of these costs and operating deficits were funded by a
financing of its on and off-balance sheet customer contract receivables. The
losses sustained in 2001 and the first two quarters of fiscal 2002 were
gradually diminished and CPI was able to achieve profitability for the
fifteen-month period ended April 30, 2003.
CPI management believes that CPI's cash requirements through next year will
be satisfied by the following sources: (1) cash expected to be generated from
operations, (2) obtaining further senior debt financing (3) obtaining
subordinate debt financing, and (4) possible equity financing. No assurance can
be given, however, that they will be successful in obtaining additional capital
to take advantage of replacing existing obligations at a significant discount
and fund future expansion and at what terms such capital will be available.
For the three and nine-month periods ended April 30, 2003 CPI has met its
obligations to us and we anticipate that CPI will be able to continue to meet
its obligations to us.
9
Potential Change in Zoning for the Company's San Diego Property
- ---------------------------------------------------------------
The Company's 200 acres of undeveloped property in San Diego County,
California is zoned residential 5 acres. The Company had preliminary mapping of
said properties which would allow for an estimated 33 to 36 parcels for
development at maximum density.
The County has proposed changing the zoning from 5 acres to 40 acres per
parcel for numerous properties in the county, including the Company's property.
The Company's legal counsel in this regard has held discussions with the
County's Planning Commission which has indicated the County is willing to
consider a significant reduction in the number of acres per parcel from the 40
acres they proposed, although no final decision has yet been made.
An independent appraisal of this property was made last year at a value of
$2,700,000 and the Company has listed the property for sale at $2,900,000. It is
unknown what effect, if any, said re-zoning will have on the potential selling
price of the property, although it may reduce the number of potential developers
which might be interested in purchasing the land for development. On May 15,
2003, the Company received an updated appraisal at $3,000,000.
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this Report we are not party to any material legal
proceedings, nor have any such proceedings been threatened against us.
ITEM 2. CHANGES IN SECURITIES
On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.
On March 3, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.
On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due its CEO (including entities of which the CEO is a
100% owner or trustee) and its Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of the Company's investment in CPI common stock. These shares
were issued at the then trading price of $0.07 per share.
On April 14, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
(a) Exhibits.
99.1 Certification of Financial Statements in accordance with
Sarbanes-Oxley Act.
(b) Reports on Form 8-K
We did not file any reports on Form 8-K during the three-month
period ended April 30, 2003.
11
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 13, 2003.
CHARTWELL INTERNATIONAL, INC.
(Registrant)
By: /s/ Janice A. Jones
-----------------------------------------
Janice A. Jones, Chief Executive Officer,
Treasurer
12
CERTIFICATION
I Janice A. Jones, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chartwell
International, 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 we have:
5. 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;
6. 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
7. 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;
8. 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 function);
9. 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
10. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
11. 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.
June 13, 2003
By: /s/ Janice A. Jones
-----------------------
Janice A. Jones
Chief Executive Officer
Chief Financial Officer
13