UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: March 31, 2003
Commission File Number: 000-26953
Bach-Hauser, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0390697
(State of incorporation) (I.R.S. Employer Identification No.)
25 Toronto Street, Suite 200
Toronto, Ontario M5C 2R1
(Address of principal executive offices)
(416) 772-5738
(Registrant's telephone number, including area code)
1561 Highway 3, Cayuga, Ontario N0A 1E0
(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 Exchange Act 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 [ ]
There are 58,206,013 shares of common stock issued and
outstanding as of May 15, 2003.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) 4
Consolidated Statements of Operations (Unaudited) 5
Consolidated Statement of Stockholders' Equity 6
Consolidated Statements of Cash Flows (Unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Plan of Operation 9
Item 3. Controls and Procedures 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
Certifications 15
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET - MARCH 31, 2003
(UNAUDITED)
ASSETS
Other assets:
Intangible assets $ 4,500
Film assets
158,463
------------
$ 162,963
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities and purchases $ 27,463
Officers' advances 1,075
------------
Total current liabilities 28,538
------------
Stockholders' equity:
Common stock, $.001 par value, 250,000,000
shares authorized, 52,056,013 shares
issued and outstanding 52,056
Additional paid-in capital 19,237,469
Deficit accumulated during development stage (19,155,100)
-------------
Total stockholders' equity 134,425
-------------
$ 162,963
=============
The accompanying notes are an integral part of these financial statements.
4
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<s> <c> <c> <c>
From inception on
For the three months ended October 10, 1995 to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Revenues $ - $ - $ -
Cost of revenues - - -
------------- ------------- -------------
Gross profit - - -
General and
administrative expenses 103,600 237,500 19,155,100
------------- ------------- -------------
Loss before income taxes (103,600) (237,500) (19,155,100)
Provision for income taxes - - -
------------- ------------- -------------
Net loss $ (103,600) $ (237,500) $(19,155,100)
============= ============= =============
Net loss per share, basic
and diluted $ (0.00) $ (0.01)
============= =============
Weighted average number
of shares outstanding,
basic and diluted 42,464,902 17,822,902
============= =============
</Table>
The accompanying notes are an integral part of these financial statements.
5
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1995 TO MARCH 31, 2003
<Table>
<s> <c> <c> <c> <c> <c>
Deficit
accumulated
Additional during Total
paid-in development stockholders'
Shares Amount capital stage equity
---------- ------- ---------- ----------- -----------
Balance at December 31, 1995 30,000,000 $ 6,000 $ - $ (6,000) $ -
Net income - - - - -
---------- ------- ---------- ----------- -----------
Balance at December 31, 1996 30,000,000 6,000 - (6,000) -
Net income - - - - -
---------- ------- ---------- ----------- -----------
Balance at December 31, 1997 30,000,000 6,000 - (6,000) -
Net loss - - - (1,075) (1,075)
---------- ------- ---------- ----------- -----------
Balance at December 31, 1998 30,000,000 6,000 - (7,075) (1,075)
Stock issued for intangibles 9,000,000 4,500 - - 4,500
Net income - - - - -
---------- ------- ---------- ----------- -----------
Balance at December 31, 1999 39,000,000 10,500 - (7,075) 3,425
Adjustment to par value - 28,500 (28,500) - -
Issuance of shares for services, May 1 200,000 200 55,800 - 56,000
Issuance of shares for services, May 10 200,000 200 74,800 - 75,000
Issuance of shares for services, Sept. 1 1,050,000 1,050 282,450 - 283,500
Issuance of shares for services, Sept. 12 800,000 800 347,200 - 348,000
Issuance of shares for services, Sept. 15 16,000,000 16,000 7,824,000 - 7,840,000
Issuance of shares for services, Sept. 27 600,000 600 210,000 - 210,600
Issuance of shares for services, Oct. 2 2,800,000 2,800 1,033,200 - 1,036,000
Issuance of shares for services, Oct. 18 13,240,000 13,240 5,084,160 - 5,097,400
Issuance of shares for services, Nov. 6 2,200,000 2,200 547,800 - 550,000
Issuance of shares for services, Nov. 17 16,770,000 16,770 2,582,580 - 2,599,350
Issuance of shares for services, Dec. 15 800,000 800 39,200 - 40,000
Issuance of shares for services, Dec. 18 800,000 800 35,200 - 36,000
Expenses paid by shareholder - - 6,095 - 6,095
Net loss - - - (18,177,945) (18,177,945)
---------- ------- ---------- ----------- -------------
Balance at December 31, 2000 94,460,000 94,460 18,093,985 (18,185,020) 3,425
Issuance of shares for services, Jan. 2 250,000 250 13,000 - 13,250
Issuance of shares for services, Aug. 24 400,000 400 19,600 - 20,000
Issuance of shares for services, Aug. 28 2,015,000 2,015 139,035 - 141,050
Issuance of shares for services, Sept. 20 500,000 500 29,500 - 30,000
Expenses paid by shareholder - - 500 - 500
Adjustment for 1 to 10 reverse split (85,238,987) (85,239) 85,239 - -
Issuance of shares for services, Oct. 24 200,000 200 9,800 - 10,000
Issuance of shares for services, Oct. 31 2,300,000 2,300 89,700 - 92,000
Net loss - - - (310,300) (310,300)
---------- ------- ---------- ----------- -----------
Balance at December 31, 2001 14,886,013 14,886 18,480,359 (18,495,320) (75)
Issuance of shares for services, Jan. 31 4,720,000 4,720 231,280 - 236,000
Issuance of shares for services, May 29 4,000,000 4,000 76,000 - 80,000
Issuance of shares for services, Sept. 4 1,100,000 1,100 19,250 - 20,350
Issuance of shares for services, Oct. 2 7,700,000 7,700 146,300 - 154,000
Issuance of shares for services, Dec. 5 1,600,000 1,600 28,480 - 30,080
Issuance of shares for services, Dec. 17 7,650,000 7,650 76,500 - 84,150
Issuance of options for services, Oct. 18 - - 2,500 - 2,500
Net loss - - - (556,180) (556,180)
---------- ------- ---------- ----------- -----------
Balance at December 31, 2002 41,656,013 41,656 19,060,669 (19,051,500) 50,825
Issuance of shares for services,
March 25 (unaudited) 10,400,000 10,400 176,800 - 187,200
Net loss (unaudited) - - - (103,600) (103,600)
---------- ------- ------------ ------------- -----------
Balance at March 31, 2003 (unaudited) 52,056,013 $ 52,056 $19,237,469 $(19,155,100) $ 134,425
========== ======== ============ ============== ===========
The accompanying notes are an integral part of these financial statements.
</Table>
6
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<Table>
<s> <c> <c> <c>
From
inception on
October 10,
For the three months ended 1995, to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows provided by (used for)
operating activities:
Net loss $ (103,600) $ (237,500) $ (19,155,100)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Common stock issued for services 93,600 236,000 19,116,930
Options issued for services - - 2,500
Expenses paid by stockholder - - 6,595
Changes in assets and liabilities:
(Increase) decrease in assets -
film assets - - -
Increase (decrease) in liabilities:
Accrued liabilities and purchases 10,000 1,500 22,000
Officers advances - - 1,075
----------- ----------- ------------
Total adjustments 103,600 237,500 19,149,100
----------- ----------- ------------
Net cash used for operating
activities - - (6,000)
Cash flows provided by (used for)
financing activities:
Issuance of common stock for cash - - 6,000
----------- ----------- ------------
Net increase (decrease) in cash - - -
Cash, beginning of year - - -
----------- ----------- ------------
Cash, end of period $ - $ - $ -
=========== =========== ============
Supplemental disclosure of cash flow
information -
no amounts were paid for taxes or
interest
Supplemental disclosure of non-cash
investing and financing activities:
Issuance of common stock for services $ 93,600 $ 236,000 $19,269,930
=========== =========== ============
Issuance of stock options for services $ - $ - $ 2,500
=========== =========== ============
Expenses paid by stockholder $ - $ - $ 6,595
=========== =========== ============
Issuance of common stock for
development services capitalized
as film costs $ 93,600 $ - $ 152,800
=========== =========== ============
Film costs acquired in Plan B
acquisition $ - $ - $ 48,643
=========== =========== ============
Purchase price adjustment $ (43,000) $ - $ -
=========== =========== ============
</Table>
The accompanying notes are an integral part of these financial statements.
7
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS
Bach-Hauser, Inc. (the "Company") is currently a development-
stage company under the provisions of the Financial Accounting
Standards Board's ("FASB") Statement of Financial Accounting
Standard ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." The Company was incorporated under the laws
of the state of Nevada on October 10, 1995.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements have been
prepared by the Company in accordance with accounting principles
generally accepted in the United States of America pursuant to
Regulation S-B of the Securities and Exchanges Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted. Accordingly, these interim
financial statements should be read in conjunction with the
Company's audited financial statements and related notes as
contained in the Company's Form 10-KSB for the year ended
December 31, 2002. In the opinion of management, the interim
financial statements reflect all adjustments, including normal
recurring adjustments, necessary for fair presentation of the
interim periods presented. The results of operations for the
three months ended March 31, 2003 are not necessarily indicative
of results of operations to be expected for the full year.
NOTE 2 - ACQUISITION OF ASSETS
Pursuant to an amended Agreement and Plan of Exchange with Plan B
Productions of Utah, Inc. ("Plan B") regarding the purchase of
Plan B shares, the Company acquired 100% of the outstanding
shares of Plan B for 250,000 shares of the Company's restricted
common stock, instead of the 2,400,000 shares of restricted
common stock agreed upon in the original Agreement and Plan of
Exchange. In Feburary 2003, the Board of Directors of the
Company felt this adjustment to the purchase price of Plan B
stock was required in light of the increased difficulty in the
marketing of its products.
NOTE 3 - SUBSEQUENT EVENT
On May 9, 2003, the Company completed the acquisition of
Silhouette Media Group Inc. ("SMG"), a corporation organized and
existing under the laws of the Province of Ontario, Canada,
pursuant to a Share Exchange Agreement dated April 9, 2003 as
amended on May 8, 2003 ( the "Agreement"). Pursuant to the
Agreement, SMG exchanged 40% of its outstanding common stock for
6,000,000 restricted common shares of the Company.
8
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Cautionary Statement Regarding Forward-looking Statements
This report may contain "forward-looking" statements. Examples
of forward- looking statements include, but are not limited to:
(a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial
matters; (b) statements of plans and objectives of our management
or Board of Directors; (c) statements of our future economic
performance; (d) statements of assumptions underlying other
statements and statements about us and our business relating to
the future; and (e) any statements using the words "anticipate,"
"expect," "may," "project," "intend" or similar expressions.
Plan of Operation
In August of 2002, our Company's Board of Directors decided to
abandon the waste recycling/management business, and develop a
new Plan of Operation, which is to engage in the acquisition of
film and television projects; the development, production, and
distribution of film and television projects or properties; and
to provide customers in what is known as the "Family" film market
with the highest quality products and service to meet their
specific needs for wholesome family entertainment.
Business Strategy
We plan to capitalize on the growing demand worldwide for film
and television products, especially in the market known as
"Family" entertainment. Our business plan was developed to find,
develop, package and produce mainly independent film and
television projects and productions; and to engage writers,
producers, directors and other talent who have a lot of combined
experience, talent, and credits for their past endeavors in
producing entertaining films. What is the family film market?
We believe there is a large audience for films worldwide, that
has a negative view of much of the standard fare currently being
produced by the major Hollywood studios, most of which films are
filled with gratuitous sex, violence, and anti-family themes or
content. We believe this target audience is willing to support
films whose content or message has a broader appeal to an audience
of all ages.
Our business plan has these main elements which we hope will be
successful:
* Locate our facilities in Canada: this makes sense due to
the lower cost of doing business in Canada vs. the exchange rate
for the U.S. Dollar (which may change without notice).
* There is an abundance of film talent in Canada, especially
in Toronto: writers, producers, directors, actors and crews.
* There is an abundance of prime filming locations and
scenery.
* Both federal and provincial governments are favorable to the
film industry.
9
* Many tax treaties and other tax advantages will help with
film financing.
* The worldwide market is ready for family content.
* Keep control of costs to maximize profits.
* Enter into co-productions with other independents when it
makes economic sense.
* Find and use the most reputable distributors for our
products.
We are currently investigating various projects available to us
for either producing or co-producing with other independent
companies. All of the various projects will require funding, and
we will need to make significant efforts to arrange financing.
We have had serious discussions with government agencies in
Canada, both national and provincial regarding the tax benefits
and application procedures for obtaining Canadian tax credits to
assist in financing projects.
We have recently acquired 100% of the outstanding shares of a
U.S.-based independent film company, Plan B Productions of Utah,
Inc., described elsewhere in this Report. Plan B's assets
included an uncompleted film with the working title of "Bottom
Dollar." This film will require approximately US$60,000 to
complete and be ready for distribution. We also acquired two
completed film scripts, and we intend to explore the production
value of one of the scripts as a production for later this year,
assuming we can arrange financing. We are also exploring several
similar acquisition possibilities of other independent film-
related companies we believe would quickly establish our company
as a production company, or would acquire other similar film
properties, or could generate cash flow. Such acquisitions, if
made, would most likely be on a stock-for-stock basis, as in the
Plan B acquisition.
We will need to find more talented people with film credits or
industry experience to join our Company. At present, we do not
have adequate capital to attract such talent; major efforts will
need to be expended to arrange a stable capital base in our
Company.
We will also need to expend efforts to align our Company with
reputable film distributors, especially in the foreign film
distribution markets.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed within
90 days of the filing of this Form 10-QSB, the Company's Chief
Executive Officer and Chief Financial Officer believe the
Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure
that information required to be disclosed by the Company in this
report is accumulated and communicated to the Company's
management, as appropriate, to allow timely decisions regarding
required disclosure.
10
There were no significant changes in the Company's internal
controls or other factors that could significantly affect these
controls subsequent to the date of their evaluation and there
were no corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
There were no unregistered shares of the Company's common stock
issued during the period ended March 31, 2003.
Securities Authorized for Issuance Under Equity Compensation
Plans
On December 19, 2001, the Company adopted a Consulting and Legal
Services Plan (the "Plan") which provides for the issuance of
the Company's equity securities as compensation for consulting
and/or legal services provided to the Company from time to time.
The Company limits the recipients of stock issued pursuant to the
Plan to natural persons who performed bona-fide services to the
Company which were not in connection with the offer or sale of
securities in a capital-raising transaction, and which do not
directly or indirectly promote or maintain a market for the
Company's securities. On March 24, 2003, the Company issued
10,400,000 shares pursuant to the Plan which were registered with
the Securities and Exchange Commission on Form S-8, as follows:
SEC Effective Date Number of Number of
Registration of Registration securities securities
Number Statement issued under remaining
equity available for
compensation future issuance
plan under equity
compensation
plans
(excluding
securities
reflected in
column (c))
(a) (b) (c) (d)
- ----------------------------------------------------------------
333-103933 03/20/03 14,000,000 3,600,000
- ----------------------------------------------------------------
11
Issuance of Stock for Acquisition
On May 9, 2003, the Company completed the acquisition of Silhouette
Media Group Inc., a corporation organized and existing under the
laws of the Province of Ontario, Canada ("SMG"), pursuant to a
Share Exchange Agreement dated April 9, 2003 as amended on May 8,
2003 (the "Agreement"). Pursuant to the Agreement, SMG exchanged
40% of its outstanding stock for 6,000,000 newly issued shares of
the Company's common stock, valued at USD$0.03 per share.
The issuance of these securities was deemed to be exempt from
registration under Section 4(2) of the Securities Act, as
transactions by an issuer not involving a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number Description
2.1 Agreement and Plan of Exchange with Plan B
Productions of Utah, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Form 8-
K, filed on November 15, 2002)
2.2 Amendment No. 1 to the Agreement and Plan of
Exchange with Plan B Productions of Utah, Inc.
(incorporated by reference to Exhibit 2.2 to the
Company's Form 10-KSB filed on April 8, 2003)
2.3 Share Exchange Agreement with Silhouette Media
Group Inc. (incorporated by reference to Exhibit
2.1 to the Company's Form 8-K, filed on May 13,
2003)
2.4 Amendment No. 1 to Share Exchange Agreement with
Silhouette Media Group Inc. (incorporated by
reference to Exhibit 2.2 to the Company's Form 8-
K, filed on May 13, 2003)
3.1 Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Amended
Form 10-SB, filed on August 13, 1999)
3.2 Bylaws (incorporated by reference to Exhibit 3.2
to the Company's Amended Form 10-SB, filed on
August 13, 1999)
12
4.1 Consulting and Legal Services Plan (incorporated
by reference to Exhibit 4.1 to the Company's Form
10-KSB filed on April 8, 2003)
(b) Reports on Form 8-K
February 20, 2003 The Company filed a Form 8-K
reporting the change in certifying
accountants and amended the report on
March 12, 2003 to include the letter from
outgoing certifying accountants.
March 12, 2003 The Company filed an amendment to its Form
8-K filed on November 15, 2003 in
accordance with the requirements set forth
in Item 7 of the Form to include audited
financial information of Plan B
Productions of Utah, Inc.
May 13, 2003 The Company filed a Form 8-K reporting the
acquisition of Silhouette Media Group Inc.
13
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.
BACH-HAUSER, INC.
By:/s/
Peter Preston, President and
Chief Executive Officer
Date: May 22, 2003
By:/s/
Terrence Rodrigues, Chief
Financial Officer
Date: May 22, 2003
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
In connection with the accompanying Quarterly Report of Bach-
Hauser, Inc. (the "Registrant") on Form 10-QSB for the period
ending March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Quarterly Report"), I, Peter
Preston, Chief Executive Officer of the Registrant, certify that:
1. I have reviewed this Quarterly Report;
2. Based on my knowledge, this Quarterly Report does not
contain any untrue statement of 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, and for the
periods presented in this Quarterly Report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, to the extent
applicable, is made known to me 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 my conclusions about
the effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Registrant's internal controls; and
6. I have indicated in this Quarterly Report whether or not
there were significant changes in internal controls or in other
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.
By:
Peter Preston, Chief Executive Officer
May 22, 2003
15
CERTIFICATION OF CHIEF FINANCIAL OFFICER
In connection with the accompanying Quarterly Report of Bach-
Hauser, Inc. (the "Registrant") on Form 10-QSB for the period
ending March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Quarterly Report"), I,
Terrence Rodrigues, Chief Financial Officer of the Registrant,
certify that:
1. I have reviewed this Quarterly Report;
2. Based on my knowledge, this Quarterly Report does not
contain any untrue statement of 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, and for the
periods presented in this Quarterly Report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, to the extent
applicable, is made known to me 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 my conclusions about
the effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Registrant's ability to record, process, summarize and
report financial data and have identified for the
Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Registrant's internal controls; and
6. I have indicated in this Quarterly Report whether or not
there were significant changes in internal controls or in other
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.
By:/s/
Terrence Rodrigues, Chief Financial Officer
May 22, 2003
16