UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended October 31, 2002
[_] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period ___________ to
Commission File Number 333-73822
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NORMARK VENTURES CORP.
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(Exact name of small Business Issuer as specified in its charter)
NEVADA 98 - 0233347
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
2930 West 20th Avenue
Vancouver, BC, Canada V6L 1H6
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-816-7604
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3575 Emerald Drive
North Vancouver, BC, Canada V7R 3B6
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(Former name, former address and former fiscal year, 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 Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [__] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,400,000 Shares of $0.001 par
value Common Stock outstanding as of December 16, 2002.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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NORMARK VENTURES CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
OCTOBER 31, 2002
NORMARK VENTURES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
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October 31, April 30,
2002 2002
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ASSETS
Current
Cash $ 152 $ 1,071
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Total assets $ 152 $ 1,071
========================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current
Accounts payable and accrued liabilities $ 15,336 $ 10,559
Due to related parties (Note 5) 23,725 10,402
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Total current liabilities 39,061 20,961
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Stockholders' deficiency
Common stock (Note 6)
Authorized
100,000,000 common shares,
par value of $0.001
Issued
8,400,000 common shares
(April 30, 2002 - 8,400,000) 8,400 8,400
Additional paid-in capital (Note 6) 79,800 79,800
Deficit accumulated during the
exploration stage (127,109) (108,090)
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Total stockholders' deficiency (38,909) (19,890)
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Total liabilities and stockholders' deficiency $ 152 $ 1,071
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History and organization of the Company (Note 1)
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
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Cumulative
Amounts
From
Incorporation
on July 27, Three Month Three Month Six Month Six Month
2000 to Period Ended Period Ended Period Ended Period Ended
October 31, October 31, October 31, October 31, October 31,
2002 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------
EXPENSES
Bank charges $ 821 $ 77 $ 83 $ 168 $ 188
Consulting fees 8,699 - - - 4,569
Management fees 17,655 - 3,210 - 6,420
Mineral property costs (Note 4) 20,768 7,275 - 7,945 110
Office and general 2,780 46 538 246 853
Professional fees 61,212 5,400 18,241 9,477 19,436
Telephone and utilities 3,849 925 574 925 1,368
Travel and promotion 12,584 - 718 260 6,348
----------- ----------- ----------- ----------- -----------
Loss before other item (128,368) (13,723) (23,364) (19,021) (39,292)
OTHER ITEM
Interest income 1,259 1 126 2 427
----------- ----------- ----------- ----------- -----------
Loss for the period $ (127,109) $ (13,722) $ (23,238) $ (19,019) $ (38,865)
==================================================================================================
Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
==================================================================================================
Weighted average number of
shares of common stock
outstanding 8,400,000 8,400,000 8,400,000 8,400,000
==================================================================================================
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
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Cumulative
Amounts
From
Incorporation
on July 27, Six Month Six Month
2000 to Period Ended Period Ended
October 31, October 31, October 31,
2002 2002 2001
- -------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(127,109) $(19,019) $(38,865)
Item not affecting cash:
Accrued management fees to
related party 4,420 - -
Change in non-cash working capital
item:
Increase (decrease) in accounts
payable and accrued liabilities 15,336 4,777 (4,161)
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Net cash used in operating activities (107,353) (14,242) (43,026)
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CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 88,200 - -
Increase in due to related parties 19,305 13,323 -
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Net cash provided by financing
activities 107,505 13,323 -
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Change in cash during the period 152 (919) (43,026)
Cash, beginning of period - 1,071 53,801
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Cash, end of period $ 152 $ 152 $ 10,775
==============================================================================
Cash paid during the period for
interest $ - $ - $ -
==============================================================================
Cash paid during the period for
income taxes $ - $ - $ -
==============================================================================
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
OCTOBER 31, 2002
===============================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on July 27, 2000 under the Laws of the State of
Nevada and is in the business of exploration and development of mineral
properties. The Company is considered to be an exploration stage company.
2. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
Company in conformity with generally accepted accounting principles in the
United States of America for interim financial statements. In the opinion of
management, the accompanying financial statements contain all adjustments
necessary (consisting of normal recurring accruals) to present fairly the
financial information contained therein. These statements do not include all
disclosures required by generally accepted accounting principles in the United
States of America and should be read in conjunction with the audited financial
statements of the Company for the year ended April 30, 2002. The results of
operations for the six month period ended October 31, 2002 are not necessarily
indicative of the results to be expected for the year ending April 30, 2003.
3. GOING CONCERN
These financial statements have been prepared in conformity with generally
accepted accounting principles in the United States of America applicable to a
going concern which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. The general
business strategy of the Company is to acquire mineral properties either
directly or through the acquisition of operating entities. The continued
operations of the Company and the recoverability of mineral property costs is
dependent upon the existence of economically recoverable reserves, confirmation
of the Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the exploration and
development and upon future profitable production. The Company has incurred
operating losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise equity
financing as required. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. These financial statements do
not include any adjustments that might result from this uncertainty.
================================================================================
October 31, April 30,
2002 2002
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Deficit accumulated during the exploration stage $(127,109) $(108,090)
Working capital (deficiency) (38,909) (19,890)
================================================================================
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
OCTOBER 31, 2002
================================================================================
4. MINERAL PROPERTY COSTS
Pursuant to an agreement dated April 30, 2001, the Company acquired a 100%
interest in certain mining claims located in the Whitehorse Mining District of
the Yukon Territory in Canada for $6,416 (CDN$10,000 - paid). As the claims do
not contain any known reserves, the acquisition costs were expensed during the
period ended April 30, 2001. The property is subject to a 2% Net Smelter Returns
royalty ("NSR") payable to the vendor. If, after commencement of commercial
production, the NSR payable to the vendor in any calendar year is less than
$12,832 (CDN$20,000), then the Company will be obligated to pay to the vendor
the difference between the $12,832 and the actual NSR paid for the year. The
royalty will terminate once the vendor receives a total of CDN$1,000,000 in
royalty payments.
If the Company abandons the property, the Company is obligated to maintain the
claims in good standing for a minimum period of one year from the date of
abandonment.
The mineral property claims originally expired on November 27, 2001. During the
year ended April 30, 2002, the mineral property claims were renewed for a term
of one year, expiring on November 27, 2002. Subsequent to October 31, 2002, the
Company renewed the mineral property claims for a term of one year.
5. DUE TO RELATED PARTIES
Amounts due to a director and to a company controlled by a director of the
Company are non-interest bearing, unsecured and have no fixed terms of
repayment.
6. COMMON STOCK
On August 15, 2000, the Company issued 4,200,000 shares of common stock for
total proceeds of $4,200.
On March 15, 2001, the Company issued 4,200,000 shares of common stock for total
proceeds of $84,000.
Common shares
The common shares of the Company are all of the same class, are voting and
entitle stockholders to receive dividends. Upon liquidation or wind-up,
stockholders are entitled to participate equally with respect to any
distribution of net assets or any dividends which may be declared.
Additional paid-in capital
The excess of proceeds received for shares of common stock over their par value
of $0.001, less share issue costs, is credited to additional paid-in capital.
7. SEGMENTED INFORMATION
The Company operates in one business, being the exploration of mineral
properties, in Canada.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks discussed
below, and, from time to time, in other reports the Company files with the SEC,
including the Company's Annual Report on Form 10-KSB for the year ended April
30, 2002. These factors may cause the Company's actual results to differ
materially from any forward-looking statement. The Company disclaims any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
OVERVIEW
Normark Ventures Corp. ("Normark" or "we") is an exploration stage company
engaged in the acquisition and exploration of mineral properties. We own four
mineral claims that we refer to as the Wheaton River mineral claims located in
the Yukon Territory, Canada. We presently plan to do preliminary exploration
work to search for economic mineralization on these claims. This initial
preliminary exploration work will not constitute a full geological study of our
mineral claims. A full geological study of our claims will involve a drilling
program on the Wheaton River mineral claims and the geological interpretation of
the results of this geological program. Completion of a full geological study of
our claims is necessary to determine if additional exploration work on our
mineral claims is warranted. We are in the process of completing the initial
preliminary exploration work. However, we will require additional funds in order
to complete the full exploration of the Wheaton River mineral claims.
There is no assurance that a commercially viable mineral deposit exists on our
mineral claims. Our plan of operations is to carry out exploration work on our
mineral claims in order to ascertain whether our claims possess commercially
exploitable quantities of gold and silver. We can provide no assurance to
investors that our mineral claims contain a commercially exploitable mineral
deposit, or reserve, until appropriate exploratory work is done and an economic
evaluation based on such work concludes economic feasibility.
We purchased four mineral claims located in the Whitehorse Mining District of
the Yukon Territory, Canada from Mr. Glen MacDonald pursuant to a purchase
agreement between Mr. MacDonald and us dated April 30, 2001. We paid a purchase
price of CDN $10,000 (approximately US $6,416) in consideration for our mineral
claims. We refer to these mineral claims as the Wheaton River mineral claims. We
acquired a 100% interest to the Wheaton River mineral claims, subject to a 2%
net smelter returns royalty that we have agreed to pay to Mr. MacDonald in the
event that we enter into production of the Wheaton River mineral claims. The net
smelter returns royalty will equal 2% of the net smelter returns on the gross
proceeds that we earn from the sale of any bullion, concentrates or ore from the
mining of the mineral claims, less eligible costs of transportation and smelting
and refining charges. If, after commencement of commercial production from the
mineral claims, the net smelter returns royalty payable to Mr. MacDonald in any
calendar year is less than $20,000 Canadian, then we will be obligated to pay to
Mr. MacDonald the difference between $20,000 Canadian and the actual amount of
net smelter returns royalty paid to Mr. MacDonald for the year. The net smelter
returns royalty will terminate once we pay to Mr. MacDonald a total of
$1,000,000 Canadian in royalty payments.
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We renewed our mineral claims for an additional year subsequent to October 31,
2002. Our mineral claims now expire on November 27, 2003.
PLAN OF OPERATIONS
Our business plan is to proceed with the exploration of the Wheaton River
mineral claims to determine whether there are commercially exploitable reserves
of gold and silver. We have completed the first phase of the exploration program
recommended by the geological report prepared by our consulting geologist. We
received the report of our consulting geologist on the results of this first
phase of exploration. Based on this report, we have determined to proceed to the
second phase of the recommended geological exploration program.
We anticipate that phase two of the recommended geological exploration program
will cost approximately $25,000. We have advanced $12,500 to our consulting
geologist to commence phase two of our recommended exploration program. We are
in the process of completing this phase of exploration and anticipate receiving
a geological report on this phase in early 2003.
When we complete the second phase of our exploration program, we will assess
whether to proceed to the third phase of the recommended geological exploration
program upon completion of an assessment of the results of the second phase of
the geological exploration program. In completing this determination, we will
make an assessment as to whether the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase three of the exploration program. This assessment will include an
assessment of our cash reserves after the completion of phase two and the market
for financing of mineral exploration projects at the time of our assessment.
We anticipate that we will incur the following expenses over the next twelve
months:
1. $25,000 in connection with the completion of the second phase of our
recommended geological work program;
2. $25,000 for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934;
We anticipate spending approximately $50,000 over the next twelve months in
pursuing our stated plan of operations. Of the anticipated expenses, we
anticipate that expenses of approximately $35,000 will be incurred over the next
six months. Based on our cash position of $152 as of October 31, 2002 and a
working capital deficit of $38,909 as of October 31, 2002, we will require
additional financing to enable us to pay for our operating expenses over the
next six months. We also will require additional financing in order to pursue
our plan of operations over the next twelve months. Mr. G.W. Norman Wareham, our
president, advanced $13,323 to us during our second quarter as a shareholders
loan. This amount included $12,500 advanced by Mr. Wareham in order to enable us
to commence the second phase of exploration.
We anticipate that we will require additional funding to complete the second
phase and the third phase of the exploration program. The anticipated cost of
the second phase of the exploration program is $25,000. The anticipated cost of
the third phase of the exploration program is $75,000. Each of these amounts is
in excess of our current cash reserves. We anticipate that additional funding
will be in the form of equity financing from the sale of our common stock or in
the form of shareholders loans. However, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund phase three of the exploration program. We believe that
debt financing will not be an alternative for funding phase three of the
exploration program. We do not have any arrangements in place for any future
equity financing.
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If we determine not to proceed with further exploration of our mineral claims
due to a determination that the results of our initial geological program do no
warrant further exploration or due to an inability to finance further
exploration, we plan to pursue the acquisition of an interest in other mineral
claims. We anticipate that any future acquisition would involve the acquisition
of an option to earn an interest in a mineral claim as we anticipate that we
would not have sufficient cash to purchase a mineral claim of sufficient merit
to warrant exploration.
Results Of Operations for the Six months ended October 31, 2002
We did not earn any revenues during the six months ended October 31, 2002. In
addition, we did not earn any revenues from the date of our inception to April
30, 2002. We do not anticipate earning revenues until such time as we have
entered into commercial production of our mineral properties. We are presently
in the exploration stage of our business and we can provide no assurance that we
will discover commercially exploitable levels of mineral resources on our
properties, or if such resources are discovered, that we will enter into
commercial production of our mineral properties.
We incurred operating expenses in the amount of $19,021 for the six months ended
October 31, 2002, compared to $39,292 for the six months ended October 31, 2001.
The largest component of our operating expenses was professional fees in the
amount of $9,477 that were primarily attributable our filings with the
Securities and Exchange Commission as a reporting company under the Securities
Exchange Act of 1934. We incurred property costs associated with our
exploration of the Wheaton River mineral claims in the amount of $7,945 for the
six months ended October 31, 2002, compared to total property costs of $110 for
the six months ended October 31, 2001.
We incurred operating expenses in the amount of $13,723 for the three months
ended October 31, 2002, compared to $23,364 for the three months ended October
31, 2001. The largest component of our operating expenses was mineral property
costs associated with our exploration of the Wheaton River mineral claims in the
amount of $7,275. These costs resulted from our commencement of phase two of
our mineral exploration program during our second quarter. We also incurred
professional fees in the amount of $5,400 that were primarily attributable our
filings with the Securities and Exchange Commission as a reporting company under
the Securities Exchange Act of 1934.
We anticipate our operating costs will increase as we proceed with further
exploration of our mineral claims.
We incurred a loss of $19,019 for the six months ended October 31, 2002,
compared to a loss of $38,865 for the six months ended October 31, 2001. We
incurred a loss of $13,722 for the three months ended October 31, 2002, compared
to a loss of $23,238 for the three months ended October 31, 2001. Our losses
were attributable entirely to our operating expenses, less interest income.
Liquidity and Capital Resources
We had cash of $152 as of October 31, 2002, compared to cash of $1,071 as of
April 30, 2002. We had a working capital deficit of $38,909 as of October 31,
2002, compared to a working capital deficit of $19,890 as of April 30, 2002.
Our working capital deficit as at October 31, 2002 includes an amount of $23,725
payable to Mr. G.W. Norman Wareham, our sole director and officer, in respect of
shareholders loans and accrued management fees.
We have funded our business to date from sales of our common stock and loans
from Mr. G.W. Norman Wareham, our president. We will require additional
financing in order to complete our stated plan of operations for the next twelve
months. Mr. G.W. Norman Wareham, our president, advanced $13,323 to us as a
shareholder loan during our second quarter. This amount included $12,500 that
was advanced to enable us to commence phase two of our exploration program. Mr.
Wareham has also agreed to defer
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payment of the management fees payable to Wareham Management pending our
achieving financing from non-affiliate parties that would enable us to pay these
management fees.
Our accounts payable increased to $15,336 as of October 31, 2002, compared to
$10,559 as of April 30, 2002. The increase in our accounts payable is the
result of our inability to fund our operating expenses.
The decline in our cash reserves and working capital and the increase in our
accounts payable is reflective of the current state of our business development.
We completed initial equity financings to provide us with the funds necessary to
proceed with the preliminary stages of our mineral exploration programs. These
equity financings consisted of sales of our common stock. Our cash reserves and
working capital have declined as we have completed our corporate organization,
commenced our exploration program and filed a registration statement with the
Securities and Exchange Commission. We anticipate that our working capital will
continue to decline as we complete further work on our exploration programs. As
disclosed above under Plan of Operations, we will require further financing in
order to enable us to complete our planned exploration program. We anticipate
any further financings will be realized through further sales of our common
stock or loans from Mr. G.W. Norman Wareham, our sole executive officer and
director. There is no assurance that any loans received from Mr. Wareham would
be sufficient to enable us to complete the second phase of exploration or to
proceed with the third phase of exploration.
There is no assurance that we will be able to achieve further sales of our
common stock or any other form of additional financing. If we are unable to
achieve the financing necessary to continue our plan of operations, then will
not be able to continue our exploration of the Wheaton mineral claims and we may
be forced to sell our Wheaton mineral claims. There is no assurance that we
would be able raise sufficient funds from the sale of the Wheaton mineral claims
that would enable us to acquire an interest in another mineral property or to
pursue the acquisition of an interest in any other business.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. G.W. Norman Wareham. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting management
to material information relating to us required to be included in our periodic
SEC filings. There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We did not complete any unregistered sales of our common stock during our fiscal
quarter ended October 31, 2002.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to our security holders for a vote during the fiscal
quarter ending October 31, 2002.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit Number Description of Exhibit
- -------------- ------------------------------------------------------------
99.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002(1)
- --------------------------------------------------------------------------------
(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
- --------------------------------------------------------------------------------
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended
October 31, 2002 and we have not filed any Current Reports on Form 8-K since
October 31, 2002.
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
NORMARK VENTURES CORP.
Date: DECEMBER 20, 2002
By: /s/ G.W. Norman Wareham
------------------------------------
G.W. NORMAN WAREHAM
PRESIDENT AND CHIEF EXECUTIVE OFFICER,
TREASURER AND CHIEF FINANCIAL OFFICER
DIRECTOR
CERTIFICATIONS
I, G.W. Norman Wareham, Chief Executive Officer and Chief Executive Officer of
Normark Ventures Corp., certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Normark Ventures
Corp.;
(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 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) 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) I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other facts that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: December 20, 2002 /s/ G.W. Norman Wareham
___________________________________
(Signature)
President and Chief Executive Officer
Treasurer and Chief Financial Officer
-----------------------------------------
(Title)