SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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 SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________ to ___________
Commission file number 0-33437
Ashcroft Homes Corporation
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(Exact name of small business issuer as specified in its charter)
Colorado 31-1664473
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
56 Inverness Drive East, Suite 105, Englewood, Colorado 80112
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(Address of principal executive offices)
(303) 799-6194
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the registrant (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
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of May 12, 2003, 15,315,480 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
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ASHCROFT HOMES CORPORATION
Index
Page
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Part I - FINANCIAL INFORMATION
Item 1. Balance Sheet (unaudited) at March 31, 2003 1
Statements of Operations (unaudited) for the three months
ended March 31, 2003 and 2002 2
Statement of Stockholders' Equity (Deficit) for the three months
ended March 31, 2003 3
Statements of Cash Flows (unaudited) for the three months
ended March 31, 2003 and 2002 4
Notes to Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis or Plan of Operation 9
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 14
CERTIFICATION 15
i
Item 1. FINANCIAL STATEMENTS
Ashcroft Homes Corporation
(formerly known as OneDentist Resources, Inc.)
BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
---------
Total current assets $ --
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 21,094
Accrued payroll taxes 292
Due to shareholders 7,144
---------
Total current liabilities 28,530
---------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value, 10,000,000 shares authorized,
no shares issued and outstanding --
Common stock, no par value, 25,000,000 shares authorized,
1,589,817 issued and outstanding 353,107
Additional paid-in-capital 79,000
Accumulated (deficit) (460,637)
---------
Total Stockholders' Equity (Deficit) (28,530)
---------
$ --
=========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
1
Ashcroft Homes Corporation
(formerly known as OneDentist Resources, Inc.)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002
For the Three For the Three
Months Ended Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
(Unaudited) (Unaudited)
Operating Expenses $ 12,183 $ 12,001
----------- -----------
OPERATING LOSS (12,183) (12,001)
OTHER INCOME
Forgiveness of liabilities -- 14,375
----------- -----------
-- 14,375
----------- -----------
NET INCOME (LOSS) $ (12,183) $ 2,374
=========== ===========
BASIC AND DILUTED INCOME (LOSS)
PER SHARE * *
=========== ===========
Weighted average number of
common shares outstanding,
basic and diluted 1,539,731 332,184
=========== ===========
*-Less than $.01 per share
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
2
Ashcroft Homes Corporation
(formerly known as OneDentist Resources, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Months Ended March 31, 2003
(Unaudited)
Number Additional
of Common Paid-in Accumulated
Shares Stock capital (Deficit) Total
--------- --------- --------- --------- ---------
BALANCES, December 31, 2002 332,184 $ 316,667 $ 79,000 $(448,454) $ (52,787)
Stock issued to shareholders in exchange for debt 1,257,633 36,440 -- -- 36,440
Net (Loss) -- -- -- (12,183) (12,183)
--------- --------- --------- --------- ---------
BALANCES, March 31, 2003 1,589,817 $ 353,107 $ 79,000 $(460,637) $ (28,530)
========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
Ashcroft Homes Corporation
(formerly known as OneDentist Resources, Inc.)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002
For the Three For the Three
Months Ended Months Ended
March 31, 2003 March 31, 2002
--------------- --------------
(Unaudited) (Unaudited)
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income/(loss) $(12,183) $ 2,374
Adjustments to reconcile net income/(loss) to net
cash used in operating activities:
Forgiveness of liabilities -- (14,375)
Increase in accounts payable 398 713
--------------- --------------
Total adjustments 398 (13,662)
Net cash used in operating activities (11,785) (11,288)
--------------- --------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Due to shareholders 11,785
Contributed capital -- 11,288
--------------- --------------
Net cash provided by financing activities 11,785 11,288
--------------- --------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS - BEGINNING -- --
--------------- --------------
CASH AND CASH EQUIVALENTS - ENDING $ -- $ --
=============== ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
Ashcroft Homes Corporation (formerly known as OneDentist Resources, Inc.)
Notes to Unaudited Financial Statements
Three Months Ended March 31, 2003
Note 1 - Basis of Presentation
The accompanying unaudited financial statements include the accounts of Ashcroft
Homes Corporation, formerly known as OneDentist Resources, Inc. (the "Company").
The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and in
accordance with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles.
In the opinion of management, the unaudited interim financial statements for the
three months ended March 31, 2003 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period. The results for the three months ended March 31, 2003 are not
necessarily indicative of the results of operations for the full year. These
unaudited financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2002.
Note 2 - Subsequent Event - Acquisition
Exchange
- --------
Effective April 3, 2003, Ashcroft Homes Corporation, formerly known as
OneDentist Resources, Inc. (the "Company"), acquired all of the outstanding
stock and membership interests of several privately held Colorado companies
engaged in the residential real estate and construction industries ("Ashcroft
Subsidiaries"). The consideration issued by the Company in connection with the
exchange was 12,954,060 shares of its no par value common stock and 1,350,000
shares of its Series A Convertible Preferred Stock ("Preferred Stock"). The
Company is obligated to issue an additional 600,000 shares of common stock to
certain employees of an Ashcroft Subsidiary. Simultaneously with closing of the
transaction (the "Exchange"), the former sole executive officer and director,
Philip J. Davis, resigned and was replaced as Chief Executive Officer and
Director by Richard O. Dean, chief executive of most of the Ashcroft
Subsidiaries. As a result of the issuance of stock in the Exchange, as well as
the change in the board of directors, the Company experienced a change in
control. The acquisition will be treated as a reverse acquisition and a
recapitalization of Ashcroft Homes Corp. for accounting and financial statement
reporting purposes.
Certain former shareholders or equity owners of the Ashcroft Subsidiaries,
including Richard Dean and his wife, became the largest shareholders of the
Company following closing of the Exchange. Mr. Dean and his wife Reagan
beneficially own 6,488,601 shares of common stock and 1,350,000 shares of
Preferred Stock, representing a total of 49.32% of the outstanding common stock
if the Preferred Stock were converted. Mr. and Mrs. Dean also own 100% of the
Preferred Stock, entitling them to five votes for each share outstanding.
Accordingly, the Deans own a total of 62.17% of the outstanding voting stock of
the Company after the Exchange.
Joseph A. Oblas, president of Stonegate Capital Corporation (an Ashcroft
Subsidiary), is now the President of the Company and owns 1,197,707 shares, or
8.24% of the common stock. Peter C. Gonzalez, secretary/treasurer of Stonegate,
is now the Secretary and Controller of the Company and also owns 1,197,707
5
shares of the common stock. William Watson, a former member of one of the
Ashcroft Subsidiaries, owns 750,000 shares of common stock, or greater than 5%
of the common stock outstanding. Each of these individuals executed an
employment contract with the Company.
The consideration received by the Company in exchange for issuance of shares at
the closing was the common stock or membership interests of the various Ashcroft
Subsidiaries surrendered by former owners at the closing. Indirectly, the
Company acquired all of the assets of those entities. The former shareholders or
members of the corporate and limited liability company subsidiaries surrendered
all of their ownership interests in the Ashcroft Subsidiaries for issuance of
Company shares.
Entities Acquired
- -----------------
In connection with the Exchange, the Company indirectly acquired all of the
assets and liabilities of the Ashcroft Subsidiaries, consisting generally of
developed residential home lots, an inventory of homes in process, finished
homes for sale and a library of home construction plans, and the accounts
payable, loans and other liabilities. The following represents a complete list
of the subsidiaries acquired by the Company, and the business engaged by each
immediately prior to the Exchange:
o Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.) - designs
and constructs single family and low-density, multi-family housing along
the front range of Colorado, from Colorado Springs to Fort Collins.
o Absolute Construction Services, LLC - provides construction management
services to independent third parties.
o Peregrine Sanctuary, LLC - develops building lots in a single subdivision
in Colorado Springs, Colorado.
o Stonegate Capital Corporation - owns and manages a portfolio of
construction loans secured by interests in real estate located in Colorado.
The company is marketing the real estate securing the loans.
o Tesoro Homes @ Tallyn's Reach, LLC - constructs a wide variety of homes in
and around Denver, Colorado.
o West Gold Holdings, Inc. - a developer of residential lots for the Ashcroft
Subsidiaries and some independent third parties.
6
Issuance of Preferred Stock.
- ----------------------------
In conjunction with the Exchange, the Company issued a new series of Preferred
Stock to two individuals. The Series A Convertible Preferred Stock was issued
for a price of $4 per share, resulting in a total issue price of $5.4 million
for the 1,350,000 shares issued at the closing.
Holders of the Preferred Stock are entitled to receive a cumulative dividend of
seven percent (7%) per annum, payable quarterly in arrears beginning June 30,
2003 and continuing until the Preferred Stock is redeemed or converted. In the
event that the dividends are not paid in any period, those dividends accumulate
and must be paid prior to dividends on the common stock or any other class of
stock junior to the Preferred Stock.
The Preferred Stock is convertible into the Company's common stock on a
one-for-one basis beginning six months from the date of closing, subject to
adjustment. The conversion rate may be adjusted in the event of stock dividends,
stock splits, certain reorganizations and, subject to certain limited
exceptions, the issuance of common stock or other securities convertible into
common stock at a price less than $1 per share. These adjustments are designed
to afford the holders of the Preferred Stock the same rights to acquire the
common stock as before the event giving rise to the adjustment.
Holders of the Preferred Stock are entitled to a preference in the event the
Company is liquidated on a voluntary or involuntary basis. In that event,
holders of the Preferred Stock will receive a preferential distribution to
holders of the common stock and any other junior securities in an amount equal
to the issue price, plus any accrued but unpaid dividends. Following payment of
any preferential distributions upon liquidation, holders of the Preferred Stock
are not entitled to share in any further distributions.
The Preferred Stock may be redeemed by the Company by giving the holders not
less than 20 days advance written notice and by paying the issue price plus any
accrued but unpaid dividends. The holders of the Preferred Stock are entitled to
convert the stock into common stock during the pendency of any notice of
redemption.
Finally, holders of the Preferred Stock are entitled to vote with holders of the
common stock at the rate of five votes for each share of preferred owned by
them. Accordingly, the 1,350,000 shares issued in connection with the Exchange
are entitled to 6,750,000 votes on any matters submitted to the shareholders for
consideration.
Change of Name and Business and Executive Office.
- -------------------------------------------------
Immediately following closing of the Exchange, the Company changed its name to
Ashcroft Homes Corporation to more accurately reflect the business to be
conducted following the acquisition of the Ashcroft Subsidiaries.
Reverse Stock Split.
- --------------------
Contemporaneously with closing of the Exchange, the Company implemented a
reverse split of its common stock on a one for three and one-half (1:3.5) basis,
which split was approved by the shareholders on March 31, 2003. The reverse
split did not affect the amount of authorized common (25,000,000 shares) or
preferred (10,000,000 shares) stock.
7
Financial Statements of Ashcroft Homes Corp.
- --------------------------------------------
Audited financial statements and unaudited interim financial statements for
Ashcroft Homes Corp. required for Form 8-K will be filed as required.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
General
The following discussion and analysis covers material changes in the
financial condition of Ashcroft Homes Corporation, formerly known as OneDentist
Resources, Inc. ("Ashcroft" or "us") since our fiscal year end December 31,
2002, our results of operations for the three months ended March 31, 2003, and a
comparison of the three months ended March 31, 2003 to the same period in 2002.
This discussion and analysis should be read in conjunction with the
"Management's Discussion and Analysis or Plan of Operation" included in our
Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the
Securities and Exchange Commission ("SEC"), including the audited financial
statements contained therein.
See also the discussion at the end of this section for cautionary language
regarding forward-looking statements contained in this report.
Subsequent Event
Effective April 3, 2003, we acquired all of the outstanding common stock or
membership interests of several private companies engaged in the residential
home building and real estate development industry. See Note 2 to the unaudited
financial statements included in this report. Since the acquisition was
completed subsequent to March 31, 2003, the financial information contained in
this report does not reflect the financial condition or results of operations of
any of these subsidiaries. Individuals desiring information about these
subsidiaries should refer to other reports filed or to be filed by us with the
SEC. Specific financial information for the Ashcroft Subsidiaries will be filed
by amendment to Form 8-K as required by applicable rules.
Liquidity and Capital Resources
Our financial condition remained substantially unchanged from December 31,
2002 to March 31, 2003. We had no assets and a minimum amount of liabilities at
both times. Most of our liabilities were satisfied after March 31, 2003, in
conjunction with the acquisition described above; those liabilities that were
not paid are indemnified by certain of our principal shareholders.
During the first quarter of 2003, we satisfied certain debt by the issuance
of our equity securities in an effort to conserve working capital. We issued a
total of 1,259,299 shares of common stock to two individuals in exchange for
satisfaction of outstanding debt totaling $36,440. That share amount reflects a
reverse split of our common stock on a one for three and one-half basis approved
by the shareholders on March 31, 2003 and effective April 3, 2003. We financed
all of our cash requirements during the first quarter with advances from
shareholders.
Our financial condition has changed substantially following the
acquisition. We acquired significant assets and liabilities of the Ashcroft
Subsidiaries, which will be reported on our consolidated financial statements in
the future. Please see Our Future Reports filed with the SEC for a more complete
description of our assets and liabilities.
9
We completed the acquisition of the Ashcroft Subsidiaries in order to
provide a source of revenue, cash flow and working capital. We believe that we
have achieved that objective. However, we also believe that we will require
additional working capital in the future to finance operations. Real estate
development and construction is extremely capital intensive. As a participant in
that industry, we will be continually financing and refinancing the acquisition,
development and construction capital that we need to operate, as well as working
capital for general and administrative expenses. We are frequently borrowing
money at interest rates substantially in excess of existing prime rates, due to
risks inherent in our industry, and with our business in particular. As a public
company, we hope to obtain access to capital at more affordable rates.
Results of Operation
For the three months ended March 31, 2003, we realized a net loss of
$12,183, less than $.01 per share, on no revenue. This compares to net income of
$2,374 on no revenue for the three months ended March 31, 2002. We had no
operations prior to March 31, 2003 and the acquisition of the Ashcroft
Subsidiaries. As a result, we had no source of revenue prior to March 31, 2003.
Our operating expenses during the first quarter of 2003 were limited to
administrative expenses, such as the cost of preparing and filing reports with
the SEC.
Following acquisition of the Ashcroft Subsidiaries, our consolidated
revenue will be derived from construction and sale of residential homes. As a
participant in that industry, we will be subject to fluctuations in the economy,
interest rates and household income, both nationally and along the front range
of Colorado where we operate. Our business is also somewhat seasonal, increasing
in the summer and fall months and decreasing during winter and early spring.
Specific results of operations will be available in future reports to be filed
by us with the SEC.
Forward-Looking Statements
This Form 10-QSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- statements concerning the benefits that we expect will result from our
business activities and certain transactions that we have completed, such as
increased revenues, decreased expenses and avoided expenses and expenditures;
and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.
10
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
Risk Factors Impacting Forward-Looking Statements
The important factors that could prevent us from achieving our stated goals
and objectives include, but are not limited to, those set forth in our other
reports filed with the SEC and the following:
o The extent and duration of the current economic downturn, especially
in the Colorado market;
o Any change in interest rates;
o The willingness and ability of third parties to honor their
contractual commitments;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition in the home
building industry for risk capital;
o Our costs and the pricing of our services;
o Environmental and other regulations, as the same presently exist and
may hereafter be amended;
o Our ability to identify, finance and integrate other acquisitions; and
o Volatility of our stock price.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
11
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
In the normal course of our operations in the home building industry, we
are subject to certain routine matters of litigation, such as subcontractor and
material disputes, mechanics lien actions and warranty claims from purchasers of
our homes. We believe these disputes are customary in our industry and will not
materially effect our operations or financial condition. At the date of this
report, we do not believe that we are the subject of any pending or threatened
litigation that would materially and adversely affect our operations or
financial condition.
Item 2. Changes in Securities
(a) See Note 2 to the unaudited financial statements for a description of a
class of preferred stock issued in connection with the acquisition of the
Ashcroft Subsidiaries. The issuance of this preferred stock may materially
affect the rights of holders of our common stock.
(c) In connection with the acquisition of the Ashcroft Subsidiaries, we
issued a total of 12,954,060 shares of our common stock and 1,350,000 shares of
Series A Convertible Preferred Stock, which shares were not registered under the
Securities Act of 1933. These shares were issued to the former shareholders and
members of the Ashcroft Subsidiaries.
We relied on the exemption from registration provided by Rule 506,
Regulation D of the 1933 Act in connection with this transaction. We received
executed subscription agreements from each participant in the exchange
acknowledging their status as accredited investors as defined in Rule 501 of the
1933 Act. Further, each participant acknowledged that he had the requisite
knowledge and experience in financial and business matters that he or she could
evaluate the merits and risks of the investment. The subscription agreement also
acknowledged that certificates representing our shares would be restricted from
transfer under the provisions of Rule 502.
Item 4. Submission of Matters to a Vote of Security Holders
At a special meeting of our shareholders on March 31, 2003, a reverse split
of our common stock and change in our name to "Ashcroft Homes Corporation" was
approved. The number of votes cast in favor of the resolution was 5,012,409, no
shares against and no shares abstaining to vote on the resolution.
Item 6. Exhibits and Reports on Form 8-K.
B. Reports on Form 8-K.
(i) The Company filed a Current Report dated April 3, 2003
reporting a change in control.
12
(ii) The Company filed a Current Report dated April 18, 2003
reporting an agreement for the acquisition of assets.
(iii) The Company filed a Current Report dated May 6, 2003
reporting a change in accountants.
(The Remainder of This Page Was Intentionally Left Blank)
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASHCROFT HOMES CORPORATION
Date: May 15, 2003 By: /s/ Daniel S. Connerly
-----------------------------------------
Daniel S. Connerly, Authorized Signatory,
Principal Financial Officer and Treasurer
14
CERTIFICATION
Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, Daniel S. Connerly provides the following certification.
I, Daniel S. Connerly, Principal Financial Officer and Treasurer of
Ashcroft Homes Corporation ("Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
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
Company 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
Company and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being
prepared;
b. Evaluated the effectiveness of the Company'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 my most recent evaluation, to the Company's
auditors and the audit committee of our 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 Company's ability to record,
process, summarize and report financial data and have identified for the
Company'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 Company'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 factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ Daniel S. Connerly
---------------- --------------------------------
Daniel S. Connerly, Principal
Financial Officer and Treasurer
15
CERTIFICATION
Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act
of 1934, as amended, Richard O. Dean provides the following certification.
I, Richard O. Dean, Chairman of the Board and Chief Executive Officer of
Ashcroft Homes Corporation ("Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
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
Company 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
Company and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being
prepared;
b. Evaluated the effectiveness of the Company'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 my most recent evaluation, to the Company's
auditors and the audit committee of our 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 Company's ability to record,
process, summarize and report financial data and have identified for the
Company'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 Company'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 factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ Richard O. Dean
--------------- ---------------------------------------
Richard O. Dean, Chairman of the Board
and Chief Executive Officer
16