U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 2
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2002
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 0-26181
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eCLIC, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0945116
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8455 W. Sahara, Suite 130
Las Vegas, NV 89117
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(Address of principal executive offices)
(888) 971-1336
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
1
The Registrant has 20,000,000 Common Stock, authorized, 1,515,000 shares
of Common stock issued and outstanding, par value $0.001 per share as of
September 30, 2002. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
September 30, 2002.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Independent Accountant's Review Report............... 5
Balance Sheet (unaudited)............................ 6
Statements of Operations (unaudited)................. 7
Statements of Cash Flows (unaudited)................. 8
Notes to Financial Statements........................ 9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
Item 3. Controls and Procedures................................ 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Use of Proceeds............ 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote
of Security Holders................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the nine months ended September 30, 2002. The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the nine months ended
September 30, 2002, follow.
4
BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
3340 Wynn Road, Suite C
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS REVIEW REPORT
October 14, 2002
Board of Directors
eClic, Inc.
(a Development Stage Company)
Las Vegas, NV
We have reviewed the accompanying balance sheets of eClic, Inc. (a Nevada
corporation) (a development stage company) as of September 30, 2002 and
December 31, 2001 and the related statements of operations for the
three-months and nine-months ended September 30, 2002 and 2001 and for
the period March 1,1999 (Inception) to September 30, 2002, and statements
of cash flows for the nine-months ended September 30, 2002 and 2001 and
for the period March 1, 1999 (Inception) to September 30, 2002. These
financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on my reviews, we are not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles
in the United States of America.
The accompanying financial statements have been prepared assuming the
Companywill continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
G. Brad Beckstead, CPA has previously audited, in accordance with generally
accepted auditing standards, the balance sheet of eClic, Inc. (a development
stage company) as of December 31, 2001, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein) and in the report dated March 6, 2002, he expressed an
unqualified opinion on those financial statements.
Beckstead and Watts, LLP
5
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
BALANCE SHEETS
(unaudited)
June 30, December 31,
2002 2001
----------- ------------
ASSETS
Current assets:
Cash and equivalents $ 20,806 $ 28,343
----------- -----------
Total current assets 20,806 28,343
----------- -----------
$ 20,806 $ 28,343
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities $ - $ -
----------- -----------
Stockholder's equity:
Preferred stock, $0.001 par
value, 5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $0.001 par value,
20,000,000 shares authorized,
1,515,0000 shares issued and outstanding 1,515 1,515
Additional paid-in capital 80,338 80,338
(Deficit) accumulated during development stage (61,047) (53,510)
----------- ------------
20,806 28,343
----------- ------------
$ 20,806 $ 28,343
=========== ============
The accompanying notes are an integral part of these financial statements
6
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
STATEMENTS OF OPERATIONS
Three Months Ending Nine Months Ending
September 30, September 30, March 1, 1999
------------------- ------------------ (Inception) to
2002 2001 2002 2001 Sep 30, 2002
--------- --------- -------- --------- --------------
Revenue $ - $ - $ - $ - $ 776
--------- --------- -------- --------- -------------
Expenses:
Amortization expense - 650 - 1,950 6,936
Research and development - - - - 3,650
Impairment loss - - - - 6,065
General and administrative
expenses 2,000 2,000 7,600 8,041 45,235
--------- --------- -------- --------- -------------
Total expenses 2,000 2,650 7,600 9,991 61,886
--------- --------- -------- --------- -------------
Other income:
Interest income 32 - 63 - 63
--------- --------- -------- --------- -------------
Net (loss) $ (1,968) $ (2,650) $(7,537) $ (9,991) $ (61,047)
========= ========= ======== ========= ==============
Weighted average number of
common shares outstanding-
basic and fully
diluted 1,515,000 1,515,000 1,515,000 1,515,000
========= ========= ========= =========
Net (loss) per share-
basic and fully
diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
7
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
STATEMENTS OF CASH FLOWS
Nine Months Ending March 1, 1999
September 30, (Inception) to
2002 2001 September 30, 2002
--------- ---------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (7,537) $ (9,991) $ (61,047)
Impairment loss - - 6,065
Amortization expense - 1,951 6,935
--------- ---------- ---------------
Net cash (used) by operating expenses (7,537) (8,040) (48,047)
--------- ---------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets b - - (13,000)
--------- ---------- ---------------
Net cash (used) by investing activities - - (13,000)
--------- ---------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of common stock - - 81,853
--------- ---------- ---------------
Net cash provided by - - 81,853
--------- ---------- ---------------
Net increase (decrease) in cash (7,537) (8,040) 20,806
Cash - beginning 28,343 38,383 -
--------- ---------- --------------
Cash - ending $ 20,806 $ 30,343 $ 20,806
========= ========== ==============
Supplemental disclosures:
Interest paid $ - $ - $ -
========= ========== ==============
Income taxes paid $ - $ - $ -
========= ========== ==============
The accompanying notes are an integral part of these financial statements.
8
ECLIC, INC.
(a Development Stage Company)
Notes
NOTE 1 - BASIS OF PRESENTATION
The 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. It is suggested that these
interim financial statements be read in conjunction with the financial
statements of the Company for the period ended December 31, 2001 and notes
thereto included in the Company's Form 10-KSB. 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 - GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred a net loss of $61,047 for the period from
March 1, 1999 (inception) to September 30, 2002, and had no sales. The future
of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its new business
opportunities. Management has plans to seek additional capital through private
placements and public offerings of its common stock. The financial statements
do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.
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 arise from this uncertainty.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company does not lease or rent any additional property. Office services
are provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The original business of eClic, Inc. (eClic.com) was to market and
sell health care products, specifically prescription drug products, through
its Internet Web Site. The Company hoped to identify suppliers would be
responsible for inventory, billing and shipping their products to the
potential customers generated through the Company's Web site. Additionally,
the Company planned to seek advertisers to advertise their product(s) on the
Company's Web site. Since the inception of this business strategy,
government regulations have limited the selling prescription medications
through websites, as such, in order to stay compliant with government
regulations, the Company abandoned it original business plan. The Company
is now in the process of developing a new business strategy. The Company is
currently assessing various options and strategies to become a profitable
corporation.
The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each
of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages
of development, and particularly by such companies entering new and
rapidly developing markets like the Internet. The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving
markets such as online commerce. Based on adverse market conditions and
the failure of many Internet "dot.com" companies, eClic has reconsidered
its original business plan, and is currently developing other business
strategies.
The Company was incorporated in the State of Nevada on March 1, 1999.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet. The Company's prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development.
The ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of
the company's operations, the introduction and development of different or
more extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources,
the inability of the Company to attract, retain and motivate qualified
personnel and general economic conditions.
10
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. As of September 30, 2002, the Company had an accumulated deficit of
sixty-one thousand forty-seven ($61,047) dollars. The Company expects
that its operating expenses will increase significantly during the next
several years, especially in the areas of sales and marketing, and brand
promotion. Thus, the Company will need to generate increased revenues to
achieve profitability. To the extent that increases in its operating expenses
precede or are not subsequently followed by commensurate increases in
revenues, or that the Company is unable to adjust operating expense levels
accordingly, the Company's business, results of operations and financial
condition would be materially and adversely affected. There can be no
assurances that the Company can achieve or sustain profitability or that
the Company's operating losses will not increase in the future.
The Company is currently assessing various options and strategies to become
a profitable corporation. The analysis of new businesses opportunities and
evaluating new business strategies will be undertaken by or under the
supervision of the Company's President. In analyzing prospective businesses
opportunities, management will consider, to the extent applicable, the
available technical, financial and managerial resources of any given business
venture. Management will also consider the nature of present and expected
competition; potential advances in research and development or exploration;
the potential for growth and expansion; the likelihood of sustaining a profit
within given time frames; the perceived public recognition or acceptance of
products, services, trade or service marks; name identification; and other
relevant factors. The Company anticipates that the results of operations of
a specific business venture may not necessarily be indicative of the potential
for future earnings, which may be impacted by a change in marketing
strategies, business expansion, modifying product emphasis, changing or
substantially augmenting management, and other factors.
The Company will analyze all relevant factors and make a determination based
On a composite of available information, without reliance on any single
factor. The period within which the Company will decide to participate in a
given business venture cannot be predicted and will depend on certain
factors, including the time involved in identifying businesses, the time
required for the Company to complete its analysis of such businesses, the
time required to prepare appropriate documentation and other circumstances.
Going Concern - The Company experienced operating losses for the period ended
September 30, 2002. The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal course
of business. No adjustment has been made to the recorded amount of assets or
the recorded amount or classification of liabilities which would be required
if the Company were unable to continue its operations. (See Financial
Footnote 2) Management believes it has enough funds to operate for the next
twelve (12) months without the need to raise additional capital to meet its
obligations in the normal course of business.
11
Loss Per Share - The Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that established
standards for the computation, presentation and disclosure of earnings per
share ("EPS"), replacing the presentation of Primary EPS with a presentation
of Basic EPS. It also requires dual presentation of Basic EPS and Diluted
EPS on the face of the income statement for entities with complex capital
structures. The Company did not present Diluted EPS since it has a simple
capital structure.
Results of Operations
During the Third Quarter ended September 30, 2002, the Company did not
generate any revenues. In addition, the Company does not expect to
generate any profit for the next year.
In its most recent nine month operating period ended September 30, 2002, the
Company did not generate any revenues; and, the Company incurred a net loss
of $7,537 as compared to net loss of $9,991 for the same period last year,
this net loss included general and administrative expenses of $7,600; and,
a negative cash flow $7,537 for the first nine months of this fiscal year.
During the Third Quarter, the Company continued to seek new strategies for
its website. The majority of the Company's expenses for the Quarter
included administrative fees, which mainly included accounting fees to
fulfill SEC fully reporting requirements. Since the Company's inception
the Company has lost $61,047.
Plan of Operation
Management does not believe that the Company will be able to generate
revenues during the coming year, unless the company can define a better
strategy to market products through its website. Management does not
believe the company will generate any profit in the near future,
as developmental and marketing costs will most likely exceed any
anticipated revenues.
As stated earlier in this filing, the Company believes it has enough
monies to sustain itself for the next twelve months, during this
developmental process.
12
Liquidity and Capital Resources
On April 5, 1999, the Company completed a public offering of shares of
Common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of
the Common Stock of the Company to 40 unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and
Exchange Commission on or about March 22, 1999. On April 5, 1999,
the Company has 1,500,000 shares of common stock issued and outstanding
held by 41 shareholders of record.
On May 4, 2000, the Company sold 15,000 shares of its $0.001 par value
common stock in a Regulation D, Rule 506 of the Securities Act of 1933, as
amended, private placement offering to one investor. The offering raised a
total of $30,000, of which $15 is common stock and $29,985 is additional
paid-in capital.
The Company is a developmental stage company whose original principal
business objective was to sell and market health related products
or products which offer the Company potential revenues, and generate
advertising revenues from other vendors who sell and market products
through the World Wide Internet. Although the Company's original business
objective has not been completely abandoned, due to the struggle of Internet
companies in the past year, the Company is currently assessing various
options and strategies to become a profitable corporation.
The Company currently has 2 employees who are both officers and directors of
the Company. These employees received no compensation through September 30,
2002. The Company does not plan to hire any additional employees until it
can become an profitable entity.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
Market Information
The common stock of the Company is not traded on the NASDAQ OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date.
There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.
Dividends
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
13
Forward-Looking Statements
This Form 10-QSB includes "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. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors. Factors that could
adversely affect actual results and performance include, among others, the
Company's limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change
and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
14
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) 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 of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
15
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended September 30, 2002, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
No exhibits are filed during the period covered by this Form 10Q.
b) Reports on Form 8-K
The Company filed an amended Current Report, on December 9, 2002, which
amends its June 30, 2002, Current Report pursuant to Item 4 ("Changes in
Registrant's Certifying Accountant"); and, Item 7 ("Financial Statements
and Exhibits.") entitled "Exhibit 16 Letter regarding Change in Certifying
Accountant."
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
eClic, Inc.
------------
(Registrant)
Dated: February 14, 2003
/s/ Justine M. Daniels
- -----------------------
Justine M. Daniels
President, Chief Executive Officer,
Chief Financial Officer, and Director
17
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of eClic, Inc. (the "Company") on
Form 10-QSB/A for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report").
I, Justine M. Daniels, Chief Executive Officer (or Chief Financial
Officer) of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge and belief:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
result of operations of the Company.
Dated this 14th day of February, 2003.
/s/ Justine M. Daniels
- -----------------------------
Justine M. Daniels
Chief Executive Officer
Chief Financial Officer and Director
18
CERTIFICATION
I, Justine M. Daniels, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of eClic, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
February 14, 2003 /s/ Justine M. Daniels
------------------------------------
Justine M. Dainels, President,
Chief Executive Officer,
Chief Financial Officer and Director
19