U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended January 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: 333-90618 INFOTEC BUSINESS SYSTEMS, INC. (Exact name of small business issuer as specified in its charter) NEVADA 98-0358149 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 444 Columbia St. E., New Westminster BC V3L 3W9 (Address of principal executive offices) (Zip Code) Issuer's Telephone Number (604) 777-1707 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,500,000 as of March 10, 2003. INFOTEC BUSINESS SYSTEMS, INC. Form 10-QSB for the quarter ended January 31, 2003 TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT Page PART I Financial Information Item 1. Financial Statements (unaudited): Consolidated: Balance Sheets as of January 31, 2003 and April 30, 20023 Statements of Operations for the nine month period ended January 31, 2003, for the period from August 30, 2001 (inception) to January 31, 2002 and for the period from August 30, 2001 (inception) to January 31, 2003 4 Statements of Operations for the three month period ended January 31, 2003 and for the three months ended January 31, 2002 5 Statements of Stockholders' Equity for the period from August 30, 2001 (inception) to January 31, 2003 6 Statements of Cash Flows for the nine month period ended January 31, 2003, for the period from August 30, 2001 (inception) through January 31, 2002 and for the period from August 30, 2001 (inception) to January 31, 2003 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis or Plan of Operation 10 Item 3 Controls and Procedures 13 PART II Other Information Item 1. Legal Proceedings 14 Item 2 Changes in Securities and Use of Proceeds 14 Item 3 Defaults Upon Senior Securities 14 Item 4 Submission of Matters to a Vote of Security Holders 14 Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8-K 14 SIGNATURES 14 CERTIFICATIONS 15 INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Consolidated Balance Sheet January 31, April 30, 2003 2002 (Unaudited) (audited) Assets Current assets Cash $ 5,820 $ 2,066 Amounts receivable 695 2,094 Prepaid expenses and other current assets - 633 $ 6,515 $ 4,793 Liabilities and Stockholders' Deficiency Current liabilities Accounts payable and accrued liabilities $ 250 $ 4 Accounts payable - related 31,973 90,227 Total current liabilities 32,223 90,231 Stockholders' deficiency Share capital Authorized 25,000,000 preferred shares with $0.001 par value 50,000,000 common shares with $0.001 par value Issued 4,500,000 common shares 4,500 2,100 Additional paid-in capital 122,500 4,900 Deficit accumulated during the development stage (152,708) (92,438) Total stockholders' deficiency (25,708) (85,438) $ 6,515 $ 4,793 The Accompanying Notes are an Integral Part of These Financial Statements INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Consolidated Statements of Operations (Unaudited) Period from Period from August August Nine Month 30, 2001 30, 2001 Period Ended (Inception)(Inception) January 31, to January 31,to January 31, 2003 2002 2003 , Operating Expenses Administration costs $5,460 $ 1,503 $ 6,782 Professional fees 13,310 - 13,310 Consulting 1,000 - 1,000 Rent and occupancy 13,500 6,000 24,000 Equipment rental 13,500 5,806 23,808 Software development costs 13,500 65,806 83,808 Total operating expenses 60,270 79,115 152,708 Net (Loss) (60,270)$(79,115) $ (152,708) Net (loss) per share - Basic and Diluted $ (0.01) $ (0.03) $ (0.05) Weighted average shares of common stock outstanding 4,391,304 2,100,000 3,316,154 The Accompanying Notes are an Integral Part of These Financial Statements INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Consolidated Statements of Operations (Unaudited) Three Three Month Month Period Ended Period Ended January 31, January 31, 2003 2002 Operating Expenses Administration costs $ 2,510 $ 369 Professional fees 1,452 - Rent and occupancy 4,500 4,500 Equipment rental 4,500 4,500 Software development costs 4,500 4,500 Total operating expenses 17,462 13,869 Net (Loss) $(17,462) $ (13,869) Net (loss) per share - Basic and Diluted $ - $(0.01) Weighted average shares of common stock outstanding 4,500,000 2,100,000 The Accompanying Notes are an Integral Part of These Financial Statements INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Consolidated Statements of Stockholders' Deficiency (Unaudited) Common Stock Deficit Additional Accumulated During Number of Paid-in the Development Shares Amount Capital Stage Total Initial capitalization October, 2001 for cash 2,100,000 $2,100 $4,900 $ 7,000 Net (loss) (92,438) (92,438) Balance as of April 30, 2002 2,100,000 2,100 4,900 (92,438) (85,438) Shares issued for: Settlement of accounts payable 1,200,000 1,200 58,800 60,000 Private placement 1,200,000 1,200 58,800 60,000 Net (loss) (60,270) (60,270) Balance as of January 31, 2003 4,500,000 $4,500 122,500 (152,708) (25,708) The Accompanying Notes are an Integral Part of These Financial Statements INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) Period from Period from Nine August August Month 30, 2001 30, 2001 Period Ended (Inception) to(Inception) January 31, to January 31, to January 2003 2002 31, 2003 Cash flows from operating activities Net Loss $(60,270) $(79,115) $(152,708) Changes in non-cash working capital, net 4,024 74,877 91,528 (56,246) (4,238) (61,180) Cash flows from financing activities Proceeds from issuance of common stock 60,000 7,000 67,000 60,000 7,000 67,000 Increase (decrease) in cash in the period 3,754 2,762 5,820 Cash - beginning of period 2,066 - - Cash - end of period $ 5,820 $ 2,762 $ 5,820 Supplementary cash flow information Shares issued to settle accounts payable - related $ 60,000 $ - $60,000 The Accompanying Notes are an Integral Part of These Financial Statements INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited) NOTE 1: BASIS OF PRESENTATION (a) Interim Financial Data The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to form 10- QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments that, in the opinion of management, are necessary for the fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for the nine month period ended January 31, 2003 are not necessarily indicative of the results that will be realized for a full year. For further information, refer to the Company's audited financial statements and notes thereto for the fiscal year ended April 30, 2002. (b) Going Concern The financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company reported a net loss of $152,708 since inception to January 31, 2003. At January 31, 2003, the Company had working capital deficiency of $25,708. The Company will need additional working capital to be successful in its planned development activity and to service its current liabilities for the coming year, and, therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management has developed a strategy, which it believes will accomplish this objective, and is presently engaged in seeking various sources of additional working capital including equity funding through a private placement and long term financing. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. NOTE 2: COMMITMENT Pursuant to a purchase agreement dated October 3, 2001, the Company acquired computer software development costs for the consideration of $60,000, and a royalty of 2% on the net sales revenue of any product or service that uses all or any portion of the software until the amount paid totals $250,000, after which the royalty drops to 1%. The royalty is payable quarterly following the first commercial sale of products or services. The software development costs were acquired from Danby Technologies Corporation ("Danby"), a company controlled by a majority shareholder, and was recorded at Danby's historical cost base. INFOTEC BUSINESS SYSTEMS, INC. (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited ) NOTE 3: SHARE CAPITAL a) The Company entered into a debt settlement agreement om May 13, 2002 whereby it settled the $60,000 arising from the purchase of software development costs by the issuance of 1,200,000 common shares at a price of $0.05 per share. b) The Company completed a Regulation "S" private placement of 1,200,000 common shares at $0.05 per share on May 14, 2002, resulting in proceeds to the Company of $60,000. NOTE 4: RELATED PARTY TRANSACTIONS During the period, the Company entered into transactions (recorded at exchange values) with related parties as follows: i) The Company engages Danby to provide a shared internet enabled network system for deploying and testing, and to provide professional staff to maintain implementation and undertake development. In the nine month period to January 31, 2003, the Company has incurred fees related to systems rental aggregating $27,000. ii) The Company rents its office premise from Danby at the rate of $1,500 per month on a month to month basis. In the nine month period to January 31, 2003, the Company has incurred rental charges aggregating $13,500. ii)Danby has agreed not to seek payment of the amount of $26,425 currently due to them for fees charged or chargeable under the terms of an engagement dated October 3, 2001, until March 31, 2003, unless the Company raises substantial funds prior to that time. iv) During the nine month period ended January 31, 2003, the Company engaged a company controlled by a director to provide marketing consulting services for $1,000. NOTE 5: SUBSEQUENT EVENTS a) The board of directors of the Company have approved a six for one split in the Company's authorized and issued capital stock effective March 18, 2003. ITEM 2 Management's Discussion and Analysis or Plan of Operation General Management's discussion and analysis or plan of operation contains various forward looking statements within the meaning of the Securities and Exchange Act of 1934. These statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward looking terminology such as "may," "expect," "anticipate," "estimates" or "continue" or use of negative or other variations of comparable terminology. We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those contained in our forward looking statements, that these forward looking statements are necessarily speculative, and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in our forward looking statements. Overview We are an early-stage company. Our business plan is to develop and commercialize a system that provides customers with remote access via the Internet to their software applications and corporate data. We plan to market our virtual office as a service to businesses in the U.S. and Canada and to earn revenue from monthly services fees, usage fees and consulting. We acquired the prior development, designs and pilot implementation of the virtual office system in October 2001. Since that time, we have continued to progress our development plan focusing on additional testing of the pilot implementation in a live business environment with multiple users. Such testing provided a basis for updated designs for a commercial virtual office system. Since our last fiscal year end of April 30, 2002, we have upgraded our pilot system to incorporate new pre- commercial software and our designs and undertaken internal testing. Our objective with these upgrades was to provide better segregation of our customers' data, to ensure privacy of our users activities, and to improve administration of user identities and system permissions. During the quarter, we completed informal testing of the upgraded pilot internally and with companies who are related parties. Our review confirms that our design and implementation meets our objectives for client segregation. We also continued to review implementation approaches for our productivity applications and have commenced the design plan for alternate approaches to implementing the productivity applications in our system. To date we have made some progress on the design and documentation of a formal development plan for the productivity applications. We expect to continue this phase of development through the next quarter within our current services agreement. While we are in development of our full-featured virtual office system for use by the general public, we can potentially exploit our technology and underlying systems to offer custom developments and system hosting. We have initiated limited contacts to explore the potential for such services. Our development and operating activities and our ultimate progress has been restricted due to our limited financial resources. Results of Operations We have not yet engaged in any revenue-producing activities, nor are we a party to any binding agreements that will generate revenues. For the period from incorporation August 30, 2001 through April 30, 2002, we incurred a deficit of $152,708. Our principal areas of expenditure during the period were for prior development costs of $60,000, rent and occupancy costs of $24,000, system rental of $23,808, technical subcontracts of $23,808 and professional fees of $13,310. Our principal areas of expenditure during the three month period ended January 31, 2003 were for occupancy costs of $4,500, system rental of $4,500, technical subcontracts of $4,500 and professional fees of $1,452. For the nine month period ended January 31, 2003 our principal areas of expenditure were for occupancy costs of $13,500, system rental of $13,500, technical subcontracts of $13,500 and professional fees of $13,310. Liquidity and Capital Resources As of January 31, 2003, we had an accumulated deficit of $152,708 and cash in the bank of $5,820. We had a working capital deficit at January 31, 2003 of $25,708. The deficit was funded during the period from incorporation through January 31, 2003 by proceeds from the issuance of common shares ($67,000), conversion of indebtedness to common shares ($60,000) and accounts payable and amounts from related parties ($25,708). Danby Technologies Corporation, a related party has agreed not seek payment of $26,425 of the amounts due to them at January 31, 2003 until March 31, 2003, unless we raise substantial funds prior to that time. We are required to raise additional funds to pay current operating expenses and the costs of our development program. Plan of Operations Our plan of operations for the following twelve month period is to complete the following objectives, subject to our obtaining funding for the development and marketing of our virtual office system: * Complete development of the virtual office system; * Complete development of our internal systems; * Complete development of our web and demonstration site; and * Market our virtual office system. To accomplish our objectives, we will need to undertake significant development work and will accordingly need to hire additional employees, contractors and further, engage consultants to enable us to undertake marketing. Progress in development and the hiring of additional staff is conditional upon our obtaining financing. Our plan, as outlined above and as is more fully set out in our prospectus filed with the Securities and Exchange Commission and effective November 5, 2002, anticipates we will spend $409,200 over the next twelve month period pursuing our stated plan of operations. Subject to funding, we anticipate that approximately $259,000 of these expenditures would be spent within the next six month period. As at January 31, 2003 we had current assets of $6,515 and a working capital deficit of $25,708. Our current position is insufficient to carry out our plan of operations and complete our development program and, as we will be unable to generate revenues until such time as development is completed, we will require additional financing in order to pursue our plan of operations and our business plan. Our financial plan requires us to seek additional capital in the private and/or public equity markets. This additional capital may be provided by the sale of equity or debt securities, or through the issuance of debt instruments. If we receive additional funds through the issuance of equity securities, however, our existing stockholders may experience significant dilution. If we issue new securities, they may contain certain rights, preferences or privileges that are senior to those of our common stock. Moreover, we may not be successful in obtaining additional financing when needed or on terms favorable to our stockholders. As we have no commitments from any third parties to provide additional equity or debt funding, we cannot provide any assurance that we will be successful in attaining such additional funding. We have not yet engaged in any revenue-producing activities, nor are we a party to any binding agreements that will generate revenues. Due to our lack of revenue- production to date, and our lack of contractual commitments to generate revenue, there is no basis at this time for investors to make an informed determination as to the prospects for our future success. For similar reasons, our auditors have included in their report covering our financial statements for the period from incorporation to April 30, 2002, that there is substantial doubt about our ability to continue as a going concern. Product Research Within our overall development budget and subject to sufficient funding, we anticipate spending $92,500 over the next twelve month period for product development to: 1.Complete Development of Virtual Office System 2.Complete Development of Our Network Infrastructure 3.Complete Development of Web and Demonstration Site Property or Plant To complete our infrastructure for commercial operations, we estimate software licensing costs of approximately $29,700 will be required. We also anticipate that costs for the acquisition of additional equipment, prepayments for high speed internet connection services and other costs including fees for the implementation of this infrastructure will be approximately $62,000. These amounts are included in our overall development budget and are subject to sufficient funding. Except to the extent required to complete the development of the virtual office as noted above, we do not expect to purchase or sell plant and significant equipment in the next twelve months. Employment With funding, we expect our operations to grow to six employees and contractors from our current level of 1 part time employee and 1 contracted person. The number and positions of any new employees and contractors will be determined by our financial position. ITEM 3 Controls and Procedures On February 28, 2003, our management concluded its evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. As of the Evaluation Date, our Chief Executive Officer and its Chief Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date. PART II OTHER INFORMATION ITEM 1. Legal Proceedings None ITEM 2. Changes in Securities and Use of Proceeds None ITEM 3. Defaults Upon Senior Securities None ITEM 4. Submissions of Matters to a Vote of Security Holders None ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K (a) Index to Exhibits Exhibits Description of Documents 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer (b) Reports on 8-K. No reports on form 8-K were filed during the quarter ended January 31, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Infotec Business Systems, Inc. (Registrant) Date.......................................March 12,2003 By /s/Robert Danvers (Robert Danvers, President, Director, CEO, Chief Financial and Accounting Officer) CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - --------------------------------------------------------------- I, Robert Danvers, certify that: 1.I have reviewed this quarterly report on Form 10-QSB of Infotec Business Systems, 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 in order 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 we 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 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; and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of that date; 5.The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent function): 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. Date: March 12, 2003 ______/s/ Robert Danvers___________________________ Robert Danvers, Chief Executive Officer CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - -------------------------------------------------------- I, Robert Danvers, certify that: 1.I have reviewed this quarterly report on Form 10-QSB of Infotec Business Systems, 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 in order 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 we 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 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; and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of that date; 5.The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent function): 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. Date: March 12, 2003 __/s/Robert Danvers_____________________________ Robert Danvers, Chief Financial Officer EXHIBITS 99.1 and 99.2 Exhibit 99.1 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 accompanying quarterly report of Infotec Business Systems, Inc. (the "Company") on Form 10- QSB for the period ending January 31, 2003, as filed with the Securities and Exchange commission on the date hereof (the "Re port"), I, Robert Danvers, chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (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 fully presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Robert Danvers --------------------- Robert Danvers Chief Executive Officer March 12, 2003 Exhibit 99.2 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 accompanying quarterly report of Infotec Business Systems, Inc. (the "Company") on Form 10- QSB for the period ending January 31, 2003, as filed with the Securities and Exchange commission on the date hereof (the "Re port"), I, Robert Danvers, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (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 fully presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Robert Danvers --------------------- Robert Danvers Chief Financial Officer March 12, 2003