SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ______________
Commission File No: 000-23712
ASCONI CORPORATION
(Exact name of Small Business Issuer as Specified in Its Charter)
NEVADA 91-1395124
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1211 SEMORAN BOULEVARD, SUITE 141
CASSELBERRY, FLORIDA 32707
(407) 679-9463
(Address of Principal Executive Offices)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF MAY 5, 2003
----- -----------------------------
Common Stock, $.001 par value 14,586,689
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X ] No
ASCONI CORPORATION
INDEX
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PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
As of March 31, 2003 (unaudited) and December 31, 2002.............................................2
Condensed Consolidated Statements of Income -
For the Three Months Ended March 31, 2003 and 2002.................................................3
Condensed Consolidated Statements of Cash Flow
For the Three Months Ended March 31, 2003 and 2002..................................................4
Notes to Condensed Consolidated Financial Statements..................................................5
Item 2. Management's Discussion and Analysis or Plan of Operation........................................6-7
Item 3. Controls and Procedures..........................................................................8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................................8
Item 2. Changes in Securities............................................................................9
Item 3. Defaults Upon Senior Securities..................................................................9
Item 4. Submission of Matters to Vote of Security Holders................................................9
Item 5. Other Information.................................................................................9
Item 6. Exhibits and Reports on Form 8-K..................................................................9
SIGNATURES......................................................................................................10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains both historical and forward-looking
statements. All statements other than statements of historical fact are, or may
be deemed to be, "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995. The forward-looking statements in this quarterly report are not
based on historical facts, but rather reflect the current expectations of our
management concerning future results and events.
The forward-looking statements generally can be identified by the use
of terms such as "believe," "expect," "anticipate," "intend," " plan,"
"foresee," "likely," "will" or other similar words or phrases. Similarly,
statements that describe our objectives, plans or goals are or may be
forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be different from any future results, performance and
achievements expressed or implied by these statements. You should review
carefully all information, including the financial statements and the notes to
the financial statements included in this quarterly report. The following
important factors could affect future results, causing the results to differ
materially from those expressed in the forward-looking statements in this
quarterly report.
o the timing, impact and other uncertainties related to pending
and future acquisitions by us;
o the impact of new technologies;
o changes in laws or rules or regulations of governmental
agencies; and
o currency exchange rate fluctuations.
These factors are not necessarily all of the important factors that
could cause our actual results to differ materially from those expressed in the
forward-looking statements in this quarterly report. Other unknown or
unpredictable factors also could have material adverse effects on our future
results. The forward-looking statements in this quarterly report are made only
as of the date of this quarterly report, and we do not have any obligation to
publicly update any forward-looking statements to reflect subsequent events or
circumstances. Investors are advised to consult any further disclosures by us on
the subject in our filings with the Securities and Exchange Commission,
especially on Forms 10-KSB, 10-QSB and 8-K (if any), in which we discuss in more
detail various important factors that could cause actual results to differ from
expected or historic results. It is not possible to foresee or identify all such
factors. As such, investors should not consider any list of such factors to be
an exhaustive statement of all risk, and certainties or potentially inaccurate
assumptions. We cannot assure you that projected results will be achieved.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASCONI CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002
(UNITED STATES DOLLARS)
ASSETS
MARCH 31, DECEMBER 31,
2003 2002
------------ ------------
CURRENT ASSETS
Cash and bank balances $ 13,469 $ 47,362
Trade receivables 1,733,563 2,260,160
Inventories 5,555,200 6,201,521
Refundable taxes and tax deposits 674,585 842,502
Advance payments 583,876 833,093
------------ ------------
TOTAL CURRENT ASSETS 8,560,693 10,184,638
FIXED ASSETS 3,973,176 4,135,714
GOODWILL 341,208 358,019
DEFERRED TAXES 67,947 71,295
OTHER 217,780 13,645
------------ ------------
TOTAL ASSETS $ 13,160,804 $ 14,763,311
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,985,662 $ 2,182,856
Short-term debt 3,785,881 4,988,687
Taxes payable 53,729 189,307
Accrued and other liabilities 473,596 919,463
------------ ------------
TOTAL CURRENT LIABILITIES 6,298,868 8,280,313
------------ ------------
LONG-TERM LIABILITIES
LONG-TERM DEBT 911,365 731,845
DEFERRED GRANT INCOME 284,612 298,634
DEFERRED TAXES 283,331 264,875
------------ ------------
TOTAL LIABILITIES 7,778,176 9,575,667
MINORITY INTEREST 1,058,853 1,088,602
SHAREHOLDERS' EQUITY
Common stock $.001 par value 100,000,000
authorized and 14,586,689 outstanding at 14,587 14,587
March 31, 2003 and December 31, 2002
Paid in capital 5,646,263 5,646,263
Retained earnings (deficit) (723,117) (1,115,610)
Accumulated other comprehensive loss (613,958) (446,198)
------------ ------------
Total Shareholders' Equity 4,323,775 4,099,042
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,160,804 $ 14,763,311
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
2
ASCONI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNITED STATES DOLLARS)
(UNAUDITED)
For Three Months Ended
------------------------------
MARCH 31, MARCH 31,
2003 2002
------------ ------------
SALES $ 2,435,922 $ 2,627,635
COST OF SALES 1,817,114 1,748,311
------------ ------------
GROSS PROFIT 618,808 879,324
EXPENSES
Minority interest expense 20,866 95,779
Depreciation 140,395 69,086
Selling and Administration expenses 79,714 321,247
Interest expense 130,463 66,103
------------ ------------
TOTAL EXPENSES 371,438 552,215
------------ ------------
INCOME BEFORE OTHER ITEMS
AND TAX PROVISION 247,370 327,109
------------ ------------
OTHER INCOME 148,067 --
GRANT INCOME 5,279 --
PROVISION FOR INCOME TAXES 8,222 81,777
------------ ------------
NET INCOME 392,494 245,332
OTHER COMPREHENSIVE INCOME (LOSS)
FOREIGN CURRENCY TRANSLATION (167,760) (103,546)
------------ ------------
COMPREHENSIVE INCOME $ 224,734 $ 141,786
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING,
BASIC AND DILUTED 14,586,689 14,586,689
============ ============
BASIC NET PER SHARE
(BASIC AND DILUTED) $ 0.02 $ 0.01
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
3
ASCONI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNITED STATES DOLLARS)
(UNAUDITED)
MARCH 31,
--------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Comprehensive income $ 224,734 $ 141,786
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 140,395 69,086
Deferred income taxes 21,804 (5,881)
Other income - grant (5,279) --
Minority interest expense 20,866 88,349
Effect of exchange rate changes on cash 17,008 72,021
(Increase) decrease in assets:
Trade receivables 526,597 678,992
Advance payments 249,217 (441,060)
Inventories 646,321 85,573
Other (36,218) (129,009)
Increase (decrease) in liabilities
Accounts payable (197,194) (159,640)
Taxes payable (135,578) (14,901)
Accrued liabilities (445,867) 460,558
----------- -----------
Net cash provided by operating activities 1,026,806 845,874
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (37,413) (57,758)
Investment -- (563,707)
Other -- 1,509
----------- -----------
Net Cash (used by) investing activities (37,413) (619,956)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings (net) (1,202,806) 543,594
Decrease in long-term debt (net) 179,520 (742,868)
----------- -----------
Net Cash (used by) financing activities (1,023,286) (199,274)
----------- -----------
NET INCREASE (DECREASE) IN
CASH AND BANK BALANCES (33,893) 26,644
Cash and bank balances, at beginning of period 47,362 15,244
----------- -----------
Cash and bank balances, at end of period $ 13,469 $ 41,888
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
4
ASCONI CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by Asconi
Corporation (formerly Grand Slam Treasures, Inc.) (the "Company") without audit
and include: the Company; Asconi Holding Company Limited, its wholly-owned
subsidiary; and Asconi S.R.L., its wholly-owned subsidiary. Asconi S.R.L.
acquired controlling interest of S.A. Fabrca de Vinuri din Puhoi (70%) and S.A.
Orhei-vin (74%) during October and December, 2000, which were recorded as a
purchase. Asconi S.R.L. acquired controlling interest (51%) of Vitis Hincesti
S.A. as of June 12, 2002, which was recorded as a purchase. Asconi S.R.L.
participated in the capital call announced by Vitis Hincesti S.A. during
January, 2003 and effectively increased its ownership in the subsidiary to 61%.
The condensed consolidated financial statements also include the accounts of
these three majority owned subsidiaries. The condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles of the United States of America.
The condensed consolidated balance sheets, the condensed consolidated statements
of income, and the condensed consolidated statements of cash flow include, in
the opinion of management, all the adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results of these
periods and the financial condition as of that date. Historical interim results
are not necessarily indicative of results that may be expected for any future
period.
NOTE 2 - TAXES
Income taxes are provided on foreign operations in accordance with taxation
principles currently effective in the Republic of Moldova.
NOTE 3 - GRANT
The Company received an equipment grant valued at approximately $315,000. The
Company recorded the asset and a deferred liability. The asset and the liability
are being amortized over the life of the asset.
<
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATION
The following is derived from, and should be read in conjunction with,
our unaudited condensed consolidated financial statements, and related notes, as
of and for the three and nine months ended March 31, 2003 and 2002.
THREE MONTHS ENDED MARCH 31, 2003 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2002
REVENUES. Revenues decreased by $191,713 or 7.3% to $2,435,922 for the
three months ended March 31, 2003 from $2,627,635 for the three months ended
March 31, 2002. This decrease was primarily due to flat production and sales
coupled with a devaluation of Moldovan Leu against U.S. Dollar of approximately
4.5% during the three months ended March 31, 2003. The flat nature of sales
volumes was due to the seasonal fluctuations typical of the wine industry where
the first calendar quarter has traditionally been one of the slowest during a
given year.
COST OF SALES. Cost of sales increased by $68,803 or 3.94% to
$1,817,114 for the three months ended March 31, 2003 from $1,748,311 for the
three months ended March 31, 2002. This increase was primarily due to the flat
nature of sales and slight increase in production volume and costs primarily
associated with higher price for grapes during the 2002 harvest. We expect the
gross margin in 2003 to be lower than in 2002 due to our increasing focus on
premium and super-premium wines, which requires purchases of more expensive
grapes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling and
administrative expenses decreased by $241,533 or 75.19% to $79,714 for the three
months ended March 31, 2003 from $321,247 for the three months ended March 31,
2002. This decrease was primarily due to decreased professional fees as well as
increased operational efficiencies due to the integration of processes between
subsidiaries.
INCOME FROM OPERATIONS. As a result of the foregoing, our income
excluding interest expense other than minority interest expense and before
income taxes decreased by $15,379 or 3.91% to $377,833 for the three months
ended March 31, 2003 from $393,212 for the three months ended March 31, 2002.
This increase was primarily due to a combination of decreased revenues and
increased production costs.
INTEREST EXPENSE. Interest expenses increased by $64,360 or 97.36% to
$130,463 for the three months ended March 31, 2003 from $66,103 for the three
months ended March 31, 2002. This increase was primarily due to increased
borrowings and interest expense related to the increased scale of harvest in
2002.
OTHER ITEMS. Minority interest expense decreased by $74,913 or 78.21%
to $20,866 for the three months ended March 31, 2003 from $95,779 for the three
months ended March 31, 2002 due to higher net income in subsidiaries with
larger ownership by the parent and lower net income or higher net loss in
subsidiaries with smaller ownership by the parent. Other income increased by
$148,067 for the three months ended March 31, 2003 from $0 for the three months
ended March 31, 2002. This increase was primarily due to partial litigation
settlement and reclassification of certain income and expense items as compared
to the three months ended March 31, 2002.
INCOME TAXES. Income taxes decreased by $73,555 or 89.95% to $8,222 for
the three months ended March 31, 2003 from $81,777 for the three months ended
March 31, 2002. This decrease was primarily due to utilization of 2001 net
operating loss carry forwards and a decrease in the effective tax rate in the
country of operation of our subsidiaries.
NET INCOME. As a result of the forgoing our net income increased by
$147,162 or 59.98% to $392,494 for the three months ended March 31, 2003 from
$245,332 for the three months ended March 31, 2002.
6
LIQUIDITY AND CAPITAL RESOURCES
For the past few months, we have funded capital requirements through
operations as well as through bank loan financing. As of March 31, 2003, we had
a cash balance of $13,469 and a working capital surplus of $2,261,825. This
compares with a cash balance of $47,362 and a working capital surplus of
$1,904,325 at December 31, 2002 as well as $41,888 and $982,804 at March 31,
2002.
Net cash provided by operating activities increased by $180,932 to
$1,026,806 for the three months ended March 31, 2003 from $845,874 for the three
months ended March 31, 2002. This increase in cash provided by operations
resulted primarily from a decrease in trade receivables of $526,597, a decrease
in inventories of $646,321 and a decrease in accrued liabilities of $445,867.
Cash flows used in investing activities for the three months ended
March 31, 2003 decreased by $582,534 or 93.97% as the current period used
$37,413 for investing activities as opposed to $619,956 used for investing
activities for the three months ended March 31, 2002. This change was due
primarily to the non-recurring nature of the investment in the acquisition of
Vitis Hincesti S.A. in the amount of $563,707 during the three months ended
March 31, 2002.
Cash flows used by financing activities during the three months ended
March 31, 2003 increased by $824,012 to $1,023,286 from $199,274 cash used
during the three months ended March 31, 2002. This increase was due to repayment
of bank loans and notes obtained during 2002 to fund our short-term cash
requirements, the acquisition of shares of Vitis-Hincesti, further expansion of
our wine-making facilities and increased scale of 2002 grape harvest.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to revenue recognition, collection of accounts receivable and valuation
of inventories. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions. A description of our critical accounting policies and related
judgments and estimates that affect the preparation of our financial statements
is set forth in our Annual Report on Form 10-KSB for the year ended December 31,
2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain costs Incurred in a Restructuring). SFAS 146
requires recognition of a liability for a cost associated with an exit or
disposal activity when the liability is incurred, as apposed to when the entity
commits to an exit plan under EITF No. 94-3. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The Company does not believe that the adoption of SFAS 146 will have a material
effect on the Company's financial position, results of operations, or cash
flows.
In June 2001, the FASB issued Statement No. 143 "Accounting for Asset
Retirement Obligations". The statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The statement is effective for
the Company in fiscal 2003. The Company does not expect the adoption of
Statement No. 143 to have a material impact on the Company's future results of
operations or financial position.
7
In August 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". This statement supersedes
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", and the accounting and reporting
provisions of APB Opinion 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and infrequently Occurring Events and Transactions", for the disposal of a
segment of a business. The statement is effective for the Company in fiscal
2003. The Company does not expect the adoption of Statement No. 144 to have a
material impact on the Company's future results of operations or financial
position.
In April, 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS 145 eliminates the requirement to classify gains and losses
from extinguishments of indebtedness as extraordinary, requires certain lease
modifications to be treated the same as a sale-leaseback transaction, and makes
other non-substantive technical corrections to existing pronouncements. SFAS 145
is effective for fiscal years beginning after May 15, 2002, with earlier
adoption encouraged. The Company is required to adopt SFAS 145 effective January
2003. The Company does not believe that the adoption of SFAS 145 will have a
material effect on the Company's financial position, results of operations, or
cash flows.
ITEM 3. CONTROLS AND PROCEDURES
(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in this report.
(b) There have been no significant changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of our most recent evaluation of our
internal controls.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other than as set forth below, we are not a party to any pending legal
proceedings or are aware of any pending legal proceedings against us that,
individually or in the aggregate, would have a material adverse affect on our
business, results of operations or financial condition.
We filed a complaint on July 17, 2001, in the Circuit Court of the
Ninth Judicial circuit in and for Orange County, Florida, against Vadim Enikeev,
an individual; Serguei Melnick, an individual; La-Sal Capital, Inc., a Florida
corporation; Icara, Inc. a Florida corporation, Stoneside Development Limited, a
personal services corporation, Goldberg Law Group, PA., a Florida corporation;
Glenn E. Goldberg, an individual; Alan S. Lipstein, an individual; George
Carapella, an individual; Thomas L. Tedrow, an individual; Larry Eastland, an
individual; Robert Klosterman, an individual; and John Does and Jane Does,
fictitious parties, the true parties intended to be those individuals or
entities liable to plaintiff.
The amended complaint seeks damages for breach of contract (defendants
Enikeev, La-Sal, Icara, Goldberg Law Group, Stoneside); rescission (defendants
La-Sal, Icara, Goldberg Law Group, Stoneside); breach of fiduciary duty
(defendants Enikeev, Melnick, Goldberg Law Group, Goldberg, Eastland and
Klosterman); aiding and abetting breach of fiduciary duty (defendants Stoneside,
La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow);
declaratory relief (defendants Klosterman and Eastland); civil conspiracy
(defendants Enikeev, Melnick, Goldberg, Goldberg Law Group, La-Sal, Icara,
Stoneside, Lipstein, Carapella, Tedrow, Eastland and Klosterman); violation of
Florida Securities Investors Protection Act (defendants La-Sal, Goldberg Law
Group, Stoneside and Icara); fraudulent inducement (defendants Stoneside,
La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow).
8
We alleged that defendants Melnick and Enikeev abused limited authority
given to them to act as corporate promoters and entered into a civil conspiracy
with the remaining defendants to issue corporate stock without our approval for
their individual and collective profit. We further allege that many of the
defendants entered into, or facilitated entry into, unapproved "consulting
agreements" as a vehicle to justify issuance of the stock, and that the
"consultants" provided little or no services to Asconi but received stock valued
at as much as $11,200,000. The complaint seeks monetary damages, rescission and
return of the stock still possessed by any of the defendants, and other relief.
We have resolved our claims against Serguei Melnik and Vadim Enikeev.
We have resolved our claims against the remaining Defendants except our claims
against Thomas Tedrow and Stoneside Development Limited, which are currently
still pending.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) None.
(d) None.
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
(a) EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
3.1 Restated Articles of Incorporation.(1)
3.2 Amended and Restated Bylaws.(1)
99.1 Certification by Constantin Jitaru, Chief Executive
Officer, and Anatolie Sirbu, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
- ----------
(1) Incorporated by reference to our Quarterly Report on Form
10-QSB, filed on August 20, 2001, file no. 0-23712.
(2) Filed Herewith.
(b) REPORTS ON FORM 8-K.
None.
9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
ASCONI CORPORATION
Date: May 15, 2003 --------------------------------------
Constantin Jitaru, President and Chief
Executive Officer
Date: May 15, 2003 ----------------------------------------
Anatolie Sirbu, Chief Financial Officer
10
CERTIFICATION
-------------
I, Constantin Jitaru, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Asconi Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintain 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
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer 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
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were any 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: May 15, 2003
------------------------------------
Constantin Jitaru,
President and Chief Executive Officer
11
CERTIFICATION
-------------
I, Anatolie Sirbu, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Asconi Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintain 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
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer 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
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were any 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: May 15, 2003
------------------------------------
Anatolie Sirbu,
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT
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3.1 Restated Articles of Incorporation.(1)
3.2 Amended and Restated Bylaws.(1)
99.1 Certification by Constantin Jitaru, Chief Executive
Officer, and Anatolie Sirbu, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
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(1) Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on
August 20, 2001, file no. 0-23712.
(2) Filed Herewith.
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