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 MARCH 31, 2003
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
Commission File Number: 333-70156
CIRMAKER TECHNOLOGY CORPORATION
-------------------------------
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 98-0228169
- ------ ----------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
2300 W. SAHARA AVE., SUITE 500-C
LAS VEGAS, NV 89102
- ------------------------------------- -----
(Address of principal executive offices (Zip Code)
Issuer's telephone number, including area code (702) 947-0106
---------------
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, LTD.
#314-837 WEST HASTINGS STREET, VANCOUVER, B.C. V6C 1B6
-------------------------------------------------------
(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
equity, as of the latest practicable date: 25,808,000 SHARES OF COMMON STOCK AS
OF MARCH 31, 2003.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying un-audited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2003.
2
CIRMAKER TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEET
(EXPRESSED IN US DOLLARS, UNLESS OTHERWISE STATED)
MARCH 31,
2003
--------------------
ASSETS
Cash and equivalents $ 166,051
Restricted cash 531,361
Short-term investments 12,757
Trade accounts receivable, net
of allowance for doubtful
accounts of $942,134 7,322,967
Inventory 2,132,610
Other current assets 971,204
-------------------
Total current assets 11,136,950
-------------------
Long-term investments 611,252
Fixed assets, net 5,999,503
Intangible assets 22,195
Other assets 87,892
-------------------
$ 17,857,792
===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank loans $ 3,263,995
Trade accounts payable 3,544,289
Loan from shareholders 658,327
Accrued expense 491,088
Other payables and customer deposits 111,622
Current portion of long-term debt 196,404
-------------------
Total current liabilities 8,265,725
-------------------
Long-term debt, less current maturities 1,587,397
Other liabilities 172,622
-------------------
10,025,744
-------------------
STOCKHOLDERS' EQUITY
Common stock, 25,808,000
shares issued and outstanding 25,808
Additional paid-in capital 7,779,954
Retained earnings 375,470
Accumulated other comprehensive income -
foreign currency translation adjustment (349,184)
-------------------
7,832,048
-------------------
$ 17,857,792
===================
See Attached Footnotes to Financials
F-1
CIRMAKER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS, UNLESS OTHERWISE STATED)
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2003 2002
--------------------------
Net sales $ 3,738,202 $ 1,962,840
Cost of goods sold (3,192,515) (1,651,251)
--------------------------
Gross profit 545,687 311,589
Selling, general and administrative 314,474 262,102
Depreciation and amortization 25,879 17,931
--------------------------
Net income from operations 205,334 31,556
Other income (expense)
Interest income 1,077 1,655
Interest expense (41,831) (36,947)
Other income (loss) 63,716 80,054
Exchange gain (loss) (27,369) (4,587)
--------------------------
Net income (loss) before income taxes 200,927 71,731
Income tax (expense) (50,232) (17,933)
--------------------------
Net income $ 150,695 $ 53,798
==========================
Weighted average number of
common shares outstanding - basic and fully diluted 25,808,000 15,008,000
==========================
Net income per share - basic and fully diluted $ 0.01 $ -
==========================
See Attached Footnotes to Financials
F-2
CIRMAKER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(EXPRESSED IN US DOLLARS, UNLESS OTHERWISE STATED)
FOR THE THREE MONTHS ENDED
MARCH 31,
-----------------------------------------
2003 2002
------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 150,695 $ 53,798
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Unrealized loss on reduction of
short-term investments to market 1,700 -
Depreciation and amortization expense 25,879 18,018
Bad debts expense 75,768 -
Change in assets and liabilities:
Decrease in restricted cash 127,748 (227,298)
Notes and accounts receivable (1,728,715) (51,608)
Inventories 610,245 (55,527)
Prepayments and other current (147,290) 516,024
Other assets 305,102 -
Notes and accounts payable (149,766) 61,895
Accrued expenses 1,948 500,697
Other payables and collected in advance (42,398) 174,979
------------------------------------------
Net cash provided by (used in) operating activities (769,083) 990,978
------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in long-term investment - 870
Decrease in short-term investment 34 0
Decrease (increase) in fixed assets (105,274) (98,274)
Purchase of fixed assets (30,405) (40,942)
Purchase of long-term investment (473,310) -
Decrease in intangible assets 59 (2,973)
Increase in other assets 147,290 156,303
------------------------------------------
Net cash provided by investing activities (461,606) 14,984
------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term loans (176,960) (241,195)
Decrease in long-term loans (10,557) (3,918)
Sale of common stocks -
(Decrease) increase in loan from shareholders 658,327 (494,272)
------------------------------------------
Net cash provided by financing activities 1,030,810 (739,385)
------------------------------------------
Net decrease in cash and bank deposits (199,879) 266,577
Cash and bank deposits at beginning of the period 365,930 20,355
------------------------------------------
Cash and bank deposits at end of the period $ 166,051 $ 286,932
=============================================
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period for interest $ 51,972 $ 58,693
=============================================
Cash paid during the year for income tax $ - $ -
=============================================
See Attached Footnotes to Financials
F-3
CIRMAKER TECHNOLOGY CORPORATION
Footnotes
NOTE 1 - BASIS OF PRESENTATION
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. The Company follows the same
accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
NOTE 2 - FIXED ASSETS
Depreciation expense totaled $25,879 for the three months ended March 31, 2003.
NOTE 3 - LONG-TERM INVESTMENTS
The Company invested $473,310 in IDN Telecom during the three months ended March
31, 2003 pursuant to the Partnering Agreement discussed in Note 6 below.
NOTE 4 - STOCKHOLDERS' EQUITY
At December 31, 2002, the Company had 15,008,000 shares of the Company's $.001
par value common stock issued and outstanding. The Company issued 8,050,000
shares of this restricted common stock to shareholders of Cirmaker Industry Co.
Ltd. in exchange for their common stock in March 2003. During the quarter, the
Company also issued 2,500,000 shares of restricted common stock for cash
totaling $60,000 and services related to the acquisition of Cirmaker Industry
Co. Also, during the quarter, the Company issued 250,000 shares of restricted
common stock for cash totaling $500,000.
NOTE 5 - ACQUISITION
On March 21, 2003, the Company effected a reverse acquisition involving Cirmaker
Industry Co. ("Cirmaker") and Wrestle-Plex Sports Entertainment, Inc., a Nevada
corporation, which subsequently changed its name to Cirmaker Technology
Corporation (hereinafter referred to as "CRKT"). Pursuant to the agreement
between these parties, CRKT acquired over 80% of the issued and outstanding
capital shares of Cirmaker. Pursuant to the terms of the Agreement, CRKT may
continue to acquire additional shares
F-4
CIRMAKER TECHNOLOGY CORPORATION
Footnotes
until it owns 100% of Cirmaker, if such additional shares are tendered to the
escrow agent, even though the Agreement has been closed.
The acquisition was accounted for using the purchase method of accounting as
applicable to reverse acquisitions because the former stockholders and board of
directors of Cirmaker controlled the CRKT common stock and board of directors
immediately upon conclusion of the transaction. Under reverse acquisition
accounting, the post-acquisition entity was accounted for as a recapitalization
of CRKT and CRKT changed its year end to December 31 to match that of Cirmaker
as the accounting acquirer.
NOTE 6 - PARTNERING AGREEMENT AND COMMITMENT
In December, 2002, Cirmaker entered into a production agreement with IDN
Telecom, Inc. ("IDN") whereby Cirmaker agreed to manufacture Set Top Boxes which
will be sold by IDN through its affiliations in China. The production agreement
requires that Cirmaker invest $25,000,000 in IDN. Management expects that this
investment, as well as other manufacturing costs, will be met through revenues
from product sales and the sale of common stock in a private offering.
Currently, the Company has not received a commitment on any such financing and
management can provide no assurance that such a commitment will be obtained.
Management is actively seeking such financing.
F-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Business Plan for Next 12 Months
- -------------------------------------
We were incorporated on June 1, 2000, under the name Wrestle-plex Sports
Entertainment Group, Ltd. with initial business aspirations of training
potential professional wrestlers and promoting live wrestling events. We
developed Internet web sites for the purpose of selling products related to
profession wrestling and for the purpose of down streaming live or recorded
wrestling events.
On December 3rd, 2002, we entered into a stock purchase agreement with Cirmaker
Industry Co. Ltd., a corporation organized under the Company Law of the Republic
of China in 1984. Pursuant to the stock purchase agreement, we obtained over 95%
of the issued and outstanding capital shares of Cirmaker and may obtain up to
100% of the issued and outstanding capital shares. The acquisition was
consummated in March, 2003. We sold our assets related to professional wrestling
to a shareholder, Peter Smith, in exchange for the retirement of all of our old
debt and for an indemnify against undisclosed liabilities. The business
operations of Cirmaker have now become our primary focus.
Historically, Cirmaker has been in the business of manufacturing a wide variety
of electronic parts and components. Our current products include electronic
terminals, electronic blocks and accessories, electronic panel control and
locking components, power distribution blocks and accessories, electronic timer
and relay sockets, optical fiber connectors and adapters, car audio components,
DVD players, electrical cooling fans and systems for laptop and personal
computers, electrical tools and similar devices.
Most recently, we have been working toward the development of the components and
systems that will be necessary to create a national digital television
broadcasting network in China. In this effort, through an agreement with IDN
Telecom, Inc., we have enjoyed the cooperation of China's State Administration
of Radio Film and Television - SARFT - and China's Ministry of Information and
Industry (MII).
As the newest addition to its electronic product line, our receivers can convert
analog television broadcast signals into digital formats, as well as receive and
convert digital and streaming media signals. This type of digital receiver
device is required for television subscribers wishing to convert analog signals
for digital televisions, and those who wish to receive and view digital signals.
Management believes we are the only manufacturer operating in China to have a
device that meets all the required standards of Chinese broadcasting agencies
and authorities, and we are therefore in a position to receive the required
network license from SARFT before any other company. We are also poised to offer
our system worldwide as it complies with all international HDTV standards for
high definition television. Our digital receivers can meet world market demand
as they receive, process, store and broadcast analog, digital and streaming
media signals, as well as meet standards to support pay-per-view channels,
video-on-demand channels and related signals.
In addition to continued sales of our existing product line and expected sales
of digital television receivers in China and worldwide, we have recently
developed improved technology in our electrical cooling systems and fans. This
effort has been made in anticipation of the industry trend towards the
manufacture of smaller laptop and desktop personal computers with larger memory
capability and
3
faster central processing unit speeds. Along with this growing trend, the need
for smaller and more effective cooling components and systems will increase
significantly and is expected to boost our sales revenues of this product line.
Currently, we are developing high-end nano-technology which applies a special
semiconductor alloy that cools computer systems more quickly and efficiently.
Management believes that this technology could replace all current cooling
exchange units which are traditionally fan engine based units. This new product,
if and when complete, could enable a reduction in the general use of more
expensive heat resistant computer parts by computer manufacturers, as well as
eliminate fan engine noise and reduce component size by half of its current
norm.
During the fiscal year end 2004, management plans to continue to enhance our
position as a provider of electronic components and systems to a variety of
industries. We will also begin to fulfill our existing and projected customer
orders for advanced digital television receivers, primarily in major cities
located in China. In addition, we will continue with the development and sale of
our electrical cooling systems for laptop and personal computers.
In addition, we continue to seek capital that will enable us to complete
existing and projected sales orders.
RESEARCH AND DEVELOPMENT
We have recently been involved in a research and development effort to develop a
digitally capable television receiver box that includes efficient technology
transfer techniques and optimal compatibility standards, as well as specific
design processes. Our development efforts has resulted in a high-tech product
that is capable of meeting the growing demand for a digital television receiver
that can simultaneously support SDTV, EDTV, HDTV and MPEG streaming media
signals and formats via broadcast, cable modem or Ethernet, or broadband
Internet transfer. The creation of this devise and relationship with the Chinese
authorities that has been developed by IDN also means that we are the only
existing Chinese manufacturer with a tested digital television receiver.
Our recent research and development efforts to improve our laptop and personal
computer CPU cooling systems have resulted in a vastly improved and less
expensive method for computer cooling. In addition to increased sales of our
existing cooling units in recent quarters, we have begun to develop and produce
improved electronic cooling components called elastomeric pads that are
essentially high-efficiency thermal dispersion units. We are also working with
other computer manufacturers in cooperative development efforts to produce and
sell this product. This advanced technology is made possible, in part, by
combining the elastomeric pads with new materials alloys, creating greatly
increased thermal diffusion coefficients. Management expects this new technology
to soon become the industry standard for computer cooling systems.
Assets
- ------
At March 31, 2003, we had cash of $166,051 as compared to $365,930 as of
December 31, 2002. At March 31, 2003, trade accounts receivable was $7,322,967
as compared with $5,594,252 as of December 31, 2002. The increase reflects an
increase in sales revenue during the first quarter of this year, due to the
growth of our new product line. This increase in accounts receivable coupled
with investments in the development of these new products also resulted in a
decrease in cash.
4
Fixed assets with a net of accumulated depreciation totaled approximately
$5,999,503 as of March 31, 2003, compared to $6,104,777 as of December 31, 2002.
The company also invested in long-term investments of $611,252 during the
quarter primarily in IDN Telecom . We also had $531,361 in restricted cash which
is cash held in reserve to meet debt covenants, and a small decrease in our
inventory due to an increase in our sales.
Liabilities and Stockholders' Equity
- ---------------------------------------
As of March 31, 2003, we had accounts payable of $3,544,289 as compared to
$3,694,055 as of December 31, 2002. In addition, we had accrued expenses of
$491,088 as of March 31, 2003 as compared to $489,140 as of December 31, 2002.
Management expects accounts payable and receivable to increase in the future as
a result of increased orders of CPU cooling systems for laptop and notebook
computers. As of March 31, 2003, the long-term debt less current maturities was
$1,587,397 as compared to $ 1,597,954 as of December 31, 2002.
Stockholders' equity was $7,666,782 as of March 31, 2003, as compared to
$7,535,773 as of December 31, 2002.
Results of Operations
- -----------------------
We generated $3,738,202 in net sales revenue during the three months ended March
31, 2003. We generated $1,962,840 during the same three months of the prior
year. The increase was due to increased orders for CPU cooling systems and
cooling fans for laptop and personal computers.
Selling, general and administrative expenses were $314,474 during the three
month period ended March 31, 2003 and $262,102 during the same period in the
prior year. This increase reflects investments made in research and development,
quality control, sales training and increased product marketing.
As of March 31, 2003, we maintained $166,051 in cash and cash equivalents.
During the three months ended March 31, 2003, we used $729,253 in operating
activities and $267,446 in investing activities. Our financing activities
provided $796,820 from the sale of common stock and short-term loans.
Management expects cash flows from operations to increase upon the full
deployment of our technology in our current markets, during the third and fourth
quarters of 2003.
Liquidity
- ---------
We are currently operating on a profitable basis, however, cash flow from our
operations has been negative due to slow collections of accounts receivable.
Thus, we have been utilizing loans from a shareholder and our bank to support
operations. Management believes that these loans and collections of accounts
receivable will contribute to support our business activities over the coming 12
months. However, a recent agreement with IDN Telecom, Inc. has obligated us to
invest $25 million through the end of 2004 with IDN to be used for the
manufacture and sale of set top boxes for local cable TV in China. Management
expects that this investment, as well as other manufacturing costs, will be met
through revenues from product sales and the sale of our common
5
stock in a private offering. Currently, we have not received a commitment on any
such financing and management can provide no assurance that such a commitment
will be obtained. Management is actively seeking such financing.
FORWARD LOOKING STATEMENTS
The information contained in this section and elsewhere may at times represent
management's best estimates of our future financial and technological
performance, based upon assumptions believed to be reasonable. Management makes
no representation or warranty, however, as to the accuracy or completeness of
any of these assumptions, and nothing contained in this document should be
relied upon as a promise or representation as to any future performance or
events. Our ability to accomplish our objectives and whether or not we will be
financially successful is dependent upon numerous factors, each of which could
have a material effect on the results obtained. Some of these factors are within
the discretion and control of management and others are beyond management's
control. Management considers the assumptions and hypothesis used in preparing
any forward looking assessments of profitability contained in this document to
be reasonable; however, we cannot assure investors that any projections or
assessments contained in this document, or otherwise made by management, will be
realized or achieved at any level.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-14 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, Mr. Bill
Liao, and our Chief Financial Officer, Mr. Steven D. Fellows. Based upon that
evaluation, our Chief Executive Officer and our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting management to material information relating to us which is 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.
6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We issued 8,050,000 shares of restricted common stock to shareholders of
Cirmaker Industry Co. Ltd. in exchange for their common stock of Cirmaker in
March 2003. During the quarter, we also issued 2,500,000 shares of restricted
common stock for cash totaling $60,000 and services related to the acquisition.
Also, during the quarter, we issued 250,000 shares of restricted common stock
for cash totaling $500,000. We completed these sales pursuant to Regulation S of
the Securities Act. Each purchaser represented to us that he was a non-US person
as defined in the regulation. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his intention to
acquire the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock certificates issued
to each purchaser in accordance with Regulation S. Each investor was given
adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
ITEM 3. DEFAULT 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 ON FORM 8-K.
(A) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- --------------------------------------------------------------------------------
10.1 Investment and Cooperation Agreement with IDN Telecom, Inc.
---- ------------------------------------------------------------------
99.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
================================================================================
7
(B) REPORTS ON FORM 8-K
On February 24, 2003 and March 26, 2003, we filed an amendment to our
report on Form 8-K filed on December 6, 2002, announcing changes in
the terms and conditions of its acquisition of Cirmaker and providing
certain financials of Cirmaker Industry Co. Ltd.
8
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 authorized.
Cirmaker Technology Corporation
Date: June 23, 2003
By: /s/ Bill Liao
------------------------------
Bill Liao
Principal Executive Officer
By: /s/ Steven D. Fellows
------------------------------
Steven D. Fellows
Principal Financial Officer
9
CERTIFICATION
I, Bill Liao, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology
Corporation;
(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 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: June 23, 2003 /s/ Bill Liao
-------------------------------
Bill Liao
Chief Executive Officer
10
CERTIFICATION
I, Steven D. Fellows, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology
Corporation;
(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 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: June 23, 2003 /s/ Steven D. Fellows
-------------------------------
Steven D. Fellows
Chief Financial Officer
11