SUNCOAST NATURALS, INC.
Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
I, William J. Reilly, President and Chief Executive Officer ("principal
executive officer") of Suncoast Naturals, Inc. (the "Registrant"), certify that
to the best of my knowledge, based upon a review of this Form SB2 Registration
Statement under the Securities Act of 1933 (the "Form SB-2"):
(1) The Form SB-2 fully complies with the requirements of the Form SB-2
Registration Statement under The Securities Act of 1933; and
(2) The information contained in the Form SB-2 fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
/s/ William J. Reilly
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Name: William J. Reilly
President and Chief Executive Officer
Date: July 31, 2003
SUNCOAST NATURALS, INC.
Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
I, Thomas Hagan, Vice President and Chief Financial Officer ("principal
executive officer") of Suncoast Naturals, Inc. (the "Registrant"), certify that
to the best of my knowledge, based upon a review of this Form SB-2 Registration
Statement under the Securities Act of 1933 (the "Form SB-2"):
(1) The Form SB-2 fully complies with the requirements of the Form SB-2
Registration Statement under The Securities Act of 1933; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Registrant.
/s/ Thomas Hagan
--------------------------------
Name: Thomas Hagan
Executive Vice President
Chief Financial Officer
Date: July 31, 2003
SUNCOAST NATURALS, INC.
Certification of Procedures Followed in Connection
with Sarbanes-Oxley Act Certification
The undersigned, the Chief Executive Officer of Suncoast Naturals, Inc., a
Delaware Corporation (the "Company") hereby certifies, for purposes of
documenting the steps followed by the officer in connection with the execution
and delivery to the Securities and Exchange Commission of the attached
certification, as follows:
(1) I reviewed in detail Form SB-2 Registration Statement under the
Securities Act of 1933(the "Form SB-2") shortly before the certification was
provided.
(2) I discussed the substance of the Form SB-2 with each of the Company's
outside auditors and the Chief Financial Officer. These discussions took place
at various times and covered principally the financial statement portions of the
reports (including the notes which are an integral part of the financial
statements) and related financial disclosures. These discussions included my
verifying that the financial statements included in the Form SB-2 are accurate
and complete, and are properly prepared and consolidated. I confirmed that each
of the outside auditors and Chief Financial Officer were satisfied that the
notes to the financial statements read clearly and that the notes fairly explain
the company's significant accounting principles and significant estimates, as
well as disclose all material contingencies and "off balance sheet" transactions
and commitments known to them. In addition, my discussions with outside auditors
included a discussion of any material issues that came up in their review of the
financial statements and the resolution of those issues. I also verified with
the outside auditors and Chief Financial Officer that internal controls are in
place and operating to warrant reliance upon the financial and business
information provided to me by management.
(3) I confirmed that the consolidated financial statements included in the
Form SB-2 are accurate and complete in all material respects, reflect all
transactions of the Company during and for the statement period following
accounting principles consistent with those applied in prior periods, and that
all period end adjustments have been made in a manner consistent with the
accounting principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).
(4) I informed the heads of the Company's primary business units and
divisions, as well as any officers of those business units or divisions who have
the primary financial reporting responsibility that I would be providing a
certification regarding the accuracy of the Form S-1 and confirmed orally and in
writing with each such head and financial officer that insofar as they knew, the
Form SB-2 did not include any untrue statement of a material fact or omit to
state a material fact.
(5) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
The Securities Act of 1933) 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 by others within those entities, particularly during the
period in which this Form SB-2 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 Form
SB-2 (the "Evaluation Date"); and
c) presented in this Form SB-2 our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
(6) 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 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
(7) The registrant's other certifying officers and I have indicated in this
Form SB-2 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 correction actions with
regard to significant deficiencies and material weaknesses.
(8) As a result of the foregoing procedures, I concluded that, to the best
of my knowledge, I was able to provide the certification without exception.
I have executed this certification as of the 31st day of July 2003.
/s/ William J. Reilly
----------------------------------------------
Name: William J. Reilly
President and Chief Executive Officer
SUNCOAST NATURALS, INC.
Certification of Procedures Followed in Connection
with Sarbanes-Oxley Act Certification
The undersigned, Executive Vice President and Chief Financial Officer of
Suncoast Naturanls, Inc., a Delaware Corporation (the "Company") hereby
certifies, for purposes of documenting the steps followed by the officer in
connection with the execution and delivery to the Securities and Exchange
Commission of the attached certification, as follows:
(1) I reviewed in detail the Form SB-2 Registration Statement under the
Securities Act of 1933 (the "Form SB-2" shortly before the certification was
provided.
(2) I discussed the substance of the Form SB-2 with each of the Company's
outside auditors and assistant controller. These discussions took place at
various times and covered principally the financial statement portions of the
reports (including the notes which are an integral part of the financial
statements) and related financial disclosures. These discussions included my
verifying that the financial statements included in the report are accurate and
complete, and are properly prepared and consolidated. I confirmed that each of
the outside auditors and acting controller were satisfied that the notes to the
financial statements read clearly and that the notes fairly explain the
Company's significant accounting principles and significant estimates, as well
as disclose all material contingencies and "off balance sheet" transactions and
commitments known to them. In addition, my discussions with outside auditors
included a discussion of any material issues that came up in their review of the
financial statements and the resolution of those issues. I also verified with
the outside auditors and assistant controller that internal controls are in
place and operating to warrant reliance upon the financial and business
information provided to me by management.
(3) I confirmed that the consolidated financial statements included in the
Form SB-2 are accurate and complete in all material respects, reflect all
transactions of the Company during and for the statement period following
accounting principles consistent with those applied in prior periods, and that
all period end adjustments have been made in a manner consistent with the
accounting principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).
(4) I informed the heads of the Company's primary business units and
divisions, as well as any officers of those business units or divisions who have
the primary financial reporting responsibility, that I would be providing a
certification regarding the accuracy of the Form S-1 and confirmed orally and in
writing with each such head and financial officer that insofar as they knew, the
Form SB-2 did not include any untrue statement of a material fact or omit to
state a material fact.
(5) As a result of the foregoing procedures, I concluded that, to the best
of my knowledge, I was able to provide the certification without exception.
I have executed this certification as of the 31st day of July 2003.
/s/ Thomas Hagan
--------------------------------
Name: Thomas Hagan
Executive Vice President
Chief Financial Officer