U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 Or 15(D) Of the Securities Exchange Act
Of 1934 for the quarterly period ended September 30, 2003
[ ] Transition Report under Section 13 or 15(D) Of The Exchange Act
For the transition period from ____________ to ____________
Commission File No. 0-31507
International Trust & Financial Systems, Inc.
(Name of Small Business Issuer in Its Charter)
Florida 06-1588136
State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1024 S. Greenville Avenue
Suite 240
Allen, Texas 75002
(Address of Principal Executive Offices)
(214) 236-8480
(Issuer's Telephone Number, Including Area Code)
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 _______
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of September 30, 2003,
the Company had 29,660,776 shares of Common Stock outstanding, $0.001 par
value and 2,870,000 shares of convertible, voting preferred stock
outstanding, $0.001 par value.
Transitional Small Business Disclosure Format (check one):
Yes No X__
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
BASIS OF PRESENTATION
As used in this report, the term "Company" refers to International Trust &
Financial Systems, Inc., a Florida corporation, unless otherwise indicated.
The accompanying unaudited financial statements are presented in accordance
with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB and item 310 under subpart A
of Regulation S-B. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. The accompanying statements should be read in
conjunction with the financial statements for the year ended December 31,
2002 which are included in our Form 10-KSB/A filed with the Securities and
Exchange Commission ("SEC") on July 28, 2003. In the opinion of management,
all adjustments (consisting only of normal occurring accruals) considered
necessary in order to make the financial statements not misleading, have been
included. Operating results for the nine months ended September 30, 2003 are
not necessarily indicative of results that may be expected for the year
ending December 31, 2003. The financial statements are presented on the
accrual basis.
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Phone (801) 572-3009
Fax (801) 606-2895
Board of Directors and Stockholders
International Trust & Financial Systems, Inc.
(A Development Stage Company)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
I have reviewed the accompanying balance sheet of International Trust &
Financial Systems, Inc. (a development stage company) as of September 30,
2003, and the related statements of operations for the three and nine months
then ended and statements of stockholders' (deficit) and cash flows for the
nine months then ended, in accordance with Statements on Standards of
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements
is the representation of the management of International Trust & Financial
Systems, Inc.
A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, I do not express such an
opinion.
Based on my review, I am not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has incurred net losses of $919,774, has no
stockholders' equity, and needs additional capital to finance operations.
These conditions raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding these matters are described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
I have audited, in accordance with generally accepted auditing standards, the
balance sheet of International Trust & Financial Systems, Inc. (a development
stage company) as of December 31, 2002 and the related statements of
operations, stockholders' (deficit), and cash flows for the year then ended
(not presented herein); and in my report dated June 27, 2003, I expressed an
unqualified opinion on those financial statements. In my opinion, the
information set forth in the accompanying balance sheet as of December 31,
2002, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
/s/
Randy Simpson, CPA, P.C.
A Professional Corporation
November 20, 2003
Sandy, Utah
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
September 30, 2003 and 2002
(Unaudited)
TABLE OF CONTENTS
Page No
INDEPENDENT ACCOUNTANT'S REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' (Deficit) 4-6
Statements of Cash Flows 7
Notes to Financial Statements 8 - 9
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, 2003 AND DECEMBER 31, 2002
September 30, December 31,
2003 2002
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS $ $
Cash - 354
TOTAL CURRENT ASSETS - 354
PROPERTY AND EQUIPMENT, NET - 8,410
OTHER ASSETS - 1,000
TOTAL ASSETS $ - $ 9,764
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 5,541
Other Current Liabilities - 26,131
TOTAL CURRENT LIABILITIES - 31,672
STOCKHOLDERS' (DEFICIT)
Preferred stock, par value $ 0.001 2,870
per share Authorized 10,000,000 shares.
2,870,000 shares outstanding
@ September 30, 2003 1,000
Common stock, par value $ 0.001
per share Authorized 50,000,000 shares
Issued and outstanding 29,660,776
shares @ September 30, 2003 29,661 24,389
Paid in capital in excess of par value
of stock 887,243 719,835
Deficit accumulated during the
development stage (919,774) (767,132)
TOTAL STOCKHOLDERS' (DEFICIT) - (21,908)
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ - $ 9,764
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
SEPTEMBER 30, 2003
(UNAUDITED)
For the Period from
Three Months Ended Nine Months Ended September 1, 1996
September 30 September 30 Date of Inception) to
2003 2002 2003 2002 September 30, 2003
REVENUE $ - $ - $ - $ - $ 6,768
EXPENSES
General and Administrative
Expenses 121,552 30,895 144,232 76,122 300,158
Development Costs 466,361
Bad debt expense 150,677 150,677 150,677
Loss on disposition
of equipment 7,473 7,473 7,473
Depreciation 468 937 468 1,873
TOTAL EXPENSES 129,024 182,040 152,642 227,267 926,542
NET (LOSS) $ (129,024) $(182,040) $ (152,642) $ (227,267) $ (919,774)
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.004) $ (0.046) $ (0.006) $ (0.085)
Weighted Average
Common Shares
Outstanding 28,873,966 3,985,399 25,884,599 2,668,597
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO June 30, 2003
Paid in Deficit
Capital in Accumulated
Excess of during the
Par Value Development
Preferred Stock Common Stock of Stock Stage Total
Shares Amount Shares Amount
August 1998-
Shares issued for services - - 300,000 300 99,700 - 100,000
Net (loss) for the year ended
December 31, 1998 - - - - - (171,241) (171,241)
BALANCE, DECEMBER 31, 1998 $ - $ - $960,410 $960 $357,333 $(366,144) $(7,751)
Net (loss) for the year ended
December 31, 1999 - - - - - (7,249) (7,249)
BALANCE, DECEMBER 31, 1999 $ - $ - $960,410 $960 $357,333 $(373,393) $(15,000)
August 2000-issuance of common
stock for Provence Capital
Corporation, Inc. - - 100,000 100 6,870 - 6,970
Net (loss) for the year ended
December 31, 2000 - - - - - (58,741) (58,741)
BALANCE, DECEMBER 31, 2000 $ - $ - $1,060,410 $1,060 $364,203 $(432,134) $(66,771)
Net (loss) for the year ended
December 31, 2001 - - - - - (38,446) (38,446)
BALANCE, DECEMBER 31, 2001 $ - $ - $1,060,410 $1,060 $364,203 $(470,580) $(105,217)
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO June 30, 2003
Paid in Deficit
Capital in Accumulated
Excess of during the
Par Value Development
Preferred Stock Common Stock of Stock Stage Total
Shares Amount Shares Amount
April 2002- Shares issued for
conversion of debt - - 1,015,406 1,015 100,526 - 101,541
April 2002-preferred shares issued
for interest in venture fund 5,000,000 1,000 - - - - 1,000
May 2002-shares issued
for services - - 1,326,250 1,326 57,909 - 59,235
September 2002- shares issued
for debt - - 1,750,000 1,750 71,542 - 73,292
October 2002- shares issued
for services - - 18,287,850 18,288 65,026 - 83,314
December 2002- shares issued
for services - - 950,000 950 60,529 - 61,479
Net (loss) for the year ended
December 31, 2002 - - - - - (296,552) (296,552)
BALANCE, DECEMBER 31, 2002 5,000,000 $1,000 23,439,916 $24,389 $719,735 $(767,132) $(21,908)
Cancellation of preferred shares
(Unaudited) (5,000,000) $(1,000) $(1,000)
June 30, 2003 Issue of shares
(Unaudited) 550,000 550 - $ 550
See Accompanying Notes and Independent Auditor's Report
July 18, 2003 issue of
preferred shares 2,870,000 2,870 119,799 122,669
(Unaudited)
July 18, 2003 issue of
common shares 4,720,860 4,722 47,609 52,331
(Unaudited)
Net (loss) for the nine months ending
September 30, 2003 (Unaudited) (152,642) (152,642)
BALANCE, SEPTEMBER 30,
2003 2,870,000 $ 2,870 29,660,776 $29,661 $887,243 $ (919,774) $ 0
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
SEPTEMBER 30, 2003
(UNAUDITED)
For the period
From September
Nine Months 1, 1996 (Date of
Ended September 30, Inception) to
2003 2002 September 30,2003
CASH USED IN
OPERATING ACTIVITIES $ (149,223) $ 91,092) $ (450,948)
CASH USED IN INVESTING ACTIVITIES
Purchase of property and equipment - (9,239) (9,346)
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds from issuance of capital
stock 175,000 174,833 913,933
Advances by officer (26,131) (73,292) -
NET CASH PROVIDED BY FINANCING 148,869 101,541 -
NET INCREASE (DECREASE) IN CASH (354) 1,210 -
CASH AT BEGINNING OF PERIOD 354 - -
CASH AT END OF PERIOD $ - $ 1,210 $ -
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ - $ - $ -
Taxes $ - $ - $ 150
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Issuance of common stock for
merger expenses $ - $ - $ 14,179
Issuance of common stock for
Services $ 550 $ 59,334 $ 305,678
Issuance of common stock for
debt assumption $ 175,000 $ 174,833 $ 349,833
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
NOTE 1 DEVELOPMENT STAGE OPERATIONS
As of September 30, 2003, the Company was in the development stage of
operations. A development stage company is defined as a company that devotes
most of its activities to establishing a new business activity. In addition,
planned principal activities have not commenced, or have commenced and have
not yet produced significant revenue. The Company expensed $466,361 of
development costs for the period from September 1, 1996 (date of inception)
to September 30, 2003. During the Third Quarter, the Company entered into a
Merger Agreement with Clear Wire Technologies, Inc. of Dallas, Texas, as a
result of which Clear Wire would merge into the Company. A total of
4,720,860 shares of the Company's common stock and 2,870,000 shares of Series
A voting, convertible preferred shares were issued under the Merger Agreement
to the principal shareholders of Clear Wire Technologies, representing
control of the Company, for assumption of all outstanding liabilities of the
Company. Final closing of the merger was dependent on Clear Wire's ability to
secure additional operational capital to satisfy certain obligations and for
working capital. Final closing was scheduled for September 20, 2003, but was
later extended to October 20, 2003. Clear Wire was unable to raise the
additional capital required, and the Company concluded that the merger with
Clear Wire should be abandoned. In its place, the Company has begun
discussing a letter of intent for a merger with a Houston, Texas based
manufacturer of explosion proof air conditioning systems for hazardous sites,
and the transfer of the 4,720,860 shares of common stock and 2,870,000 shares
of voting, convertible preferred stock to be transferred to the principals of
the new company, for assumption of the Company obligations assumed but unpaid
by Clear Wire.
NOTE 2 CAPITAL STOCK
Preferred Stock
By agreement dated June 18, 2003, amended August 5, 2003 and September 24,
2003, the Company agreed with Clear Wire Technologies, Inc. to issue a total
of 4,720,860 shares of the Company's common stock and 2,870,000 shares of
Series A voting, convertible preferred shares in exchange for the agreement
by Clear Wire to assume and satisfy a total of $175,000 in obligations of the
Company as part of a proposed merger. The Series A preferred shares are each
convertible into forty shares of common stock of the Company, and have voting
power equal to their converted common share equivalents. This transaction is
reflected in the September 30, 2003 financial statements.
Common Stock
During July, 2003, as part of the proposed merger with Clear Wire, the
Company issued additional shares of its common stock, as follows:
Infinite Technology Corporation 2,360,430 shares
Vida Technologies Corp. 2,360,430 shares
NOTE 2 CAPITAL STOCK (continued)
Infinite Technology and Vida Technologies are the equal owners of Clear Wire
Technologies, Inc., the proposed merger partner with the Company under the
Merger Agreement dated June 18, 2003.
NOTE 3 GOING CONCERN
These financial statements are presented on the basis that the Company is
a going concern. Going concern contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business over a
reasonable length of time. The Company has incurred net losses of $919,774,
has no stockholders' equity and needs additional capital to finance its
operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern.
Management's plans to eliminate the going concern situation include, but
are not limited to, seeking a merger candidate.
NOTE 4 AMOUNTS DUE SHAREHOLDER
During 2002, the Company's former President paid rent and other expenses on
behalf of the Company totaling $26,131. During the first and second quarters
of 2003, the former President paid additional rent and other expenses on
behalf of the Company in the amount of $19,200. The amount due the former
President at June 30, 2003 was $45,481 which was included in the Other
Current Liabilities. This liability was assumed by Clear Wire Technologies as
part of the merger transaction with the Company, and the shares of common
stock and preferred stock of the Company issued during the third quarter were
issued in consideration for this assumption. Following the decision not to
pursue the merger with Clear Wire after it was unable to raise the required
working capital by October 20, 2003, this liability will be assumed by the
new potential merger partner. As a result of this transaction, all of the
liabilities of the Company have been removed from the September 30, 2003
financial statements.
Item 2. Management's Discussion and Analysis
RESULTS OF OPERATIONS
- ---------------------
The Company had no operations in the third quarter of 2003 and its sole
business model since early 2000 has been to identify, acquire or merge with a
viable business operation. Management made numerous efforts to pursue the
Company's original business plan and to raise capital to operate the
business. Unfortunately the equity markets underwent significant turmoil and
uncertainty over the past two years. As a result, our ambitious plans for a
capital intensive business were unsuccessful and our capital needs could not
be realized. Accordingly we abandoned our original business plan and began
to look for potential acquisition candidates. In addition, as of the most
recent quarter ending September 30, 2003, we have incurred cumulative net
losses of $919,774 from inception. We have abandoned all further development
activities and have no assets as of September 30, 2003. These factors raise
doubt as to our ability to continue as a going concern. Management's plans to
eliminate the going concern situation include but are not limited to seeking
a merger or acquisition candidate. A mature and businesslike evaluation of
our affairs requires consideration of the foreseeable possibility of business
failure. Accordingly, a reverse acquisition transaction or other merger
transaction becomes a possible and foreseeable solution.
The Company incurred general and administrative expenses of $121,552 during
the third quarter of 2003, resulting in a loss for the quarter of $129,024
and a cumulative loss of $152,642 for the full year to date. Currently the
Company does not have sufficient resources to meet the Company's cash
requirements. The Company is current seeking to raise additional capital
through various vehicles including but not limited to acquisitions of other
business concerns, private stock placements, or public offerings.
On June 18, 2003, the Company issued a press release announcing that it was
in merger discussions with Clear Wire Networks, Inc. of Dallas, Texas. A
Merger Agreement was executed on June 18, 2003 calling for the merger of
Clear Wire Networks, Inc. into the Company. The press release was furnished
as Exhibit 99.3 to the Form 10-QSBA filed with the SEC on August 12, 2003.
As part of the merger process, 4,720,860 shares of the common stock of the
Company and 2,870,000 shares of the voting, convertible Series A preferred
stock of the common were issued to the controlling owners of Clear Wire
Technologies, Inc. and certain officers and directors of those shareholders.
As a result, control of the Company was transferred to the Clear Wire
partners, and on August 18, 2003, the following were appointed as the
directors and officers of the Company, effective immediately and until the
next annual meeting or until their successors are duly elected:
Tim B. Smith Chairman and Director
John Schoenfeld CEO and Director
Todd Grassi President
David Pells Secretary
At the same time, the new Board determined to relocate the principal offices
of the Company to Allen, Texas, a suburb of Dallas, Texas.
Effective June 19, 2003 the Company was delisted from the OTC Bulletin Board
for failure to comply with NASD Rule 6530. The Company's stock continued to
trade on the Over The Counter Pink Sheets. Effective August 1, 2003, the
Company's common stock was reinstated to the OTC Bulletin Board. As a result
of the delisting of the Company's common shares from the OTC BB effective
June 19, 2003, the merger was postponed; however. Merger discussions
continued with the relisting of the Company's shares on the OTC BB effective
August 1, 2003, and an Amendment to the Merger Agreement was signed on August
5, 2003, with an anticipated closing on September 20, 2003. On September 20,
2003, the closing date was extended to October 20, 2003 to allow additional
time for Clear Wire Networks to raise the capital needed under the Merger
Agreement. On the failure of Clear Wire to raise the required capital, the
merger was then cancelled, and a letter of intent is now being negotiated for
a new merger with an unrelated Houston company engaged in the manufacture and
sale of specialized explosion proof air conditioning systems.
FORWARD-LOOKING STATEMENTS
- --------------------------
Forward-looking statements, based on management's current views and
assumptions, are made throughout this Form 10-QSB. These statements,
including consolidated pro forma financial statements, are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and those presently anticipated or projected. Among
the factors that may affect operating results are the following: success of
the Company's change in focus, competitive environment, limited capital
resources and general economic conditions.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
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
Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 21 of this Form 10-QSB, and are
incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this 10-QSB report to be
signed on its behalf by the undersigned thereunto duly authorized.
International Trust & Financial Systems, Inc.
a Florida corporation
By:
- -------------------------
Tim B. Smith
President, CEO and CFO
DATED: November _____, 2003
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. DESCRIPTION
3.1* Articles of Incorporation, as amended, incorporated by reference
to the Registrant's Form 8-K12g3, filed on September 12, 2000.
3.2* Bylaws, as amended, incorporated by reference to the Registrant's
Form 8-K12g3, filed on September 12, 2000.
99.1 Certification of Chief Executive Officer and Chief Financial
Officer, for the period ending September 30, 2003
99.2 Certification Pursuant to Section 302(A) of the Sarbanes-Oxley Act
of 2002
99.3* Press Release, dated June 18, 2003, announcing the merger between
the Company and Clear Wire Networks, Inc.
* Previously filed as indicated and incorporated herein by reference from
the referenced filings previously made by the Company.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER &
CHIEF FINANCIAL OFFICER 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 Quarterly Report on Form 10-QSB of INTERNATIONAL TRUST
& FINANCIAL SYSTEMS, INC. (the "Company") for the quarterly period ended
September 30, 2003 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Tim B. Smith, as Chief Executive Officer and Chief
Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of his knowledge:
(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 fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Date: November _____, 2003
by:
___________________________
Tim B. Smith
Chief Executive Officer
This certification accompanies the Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes-Oxley Act of 2002, be deemed filed by the
Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Tim B. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of International
Trust & Financial 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 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 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 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 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. 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: November ___, 2003 _______________________
Tim B. Smith
Chief Executive Officer