United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
March 31, 2003 333-51180
OFFICE MANAGERS, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
---------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
87-0661638
-----------------------------------
(I.R.S. Employer Identification No.)
136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
-------------------------------------------------------------
(Address of principal executive offices)
(801) 363-2599
---------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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.
X Yes No
----- -----
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001; 38,884,350 shares outstanding
as of May 13, 2003
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OFFICE MANAGERS, INC.
( Development Stage Company)
BALANCE SHEETS
March 31, 2003 and December 31, 2002
<Table>
<Caption>
=====================================================================================
Mar. 31, Dec. 31,
2003 2002
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 44,228 $ 90,601
----------- -----------
Total Current Assets 44,228 90,601
----------- -----------
OTHER ASSETS
Office equipment - net of accumulated depreciation 13,103 13,498
Web site - net of accumulated amortization 4,776 5,027
----------- -----------
$ 62,107 $ 109,126
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 30,000 $ 1,305
Accounts payable - affiliate 50,923 50,923
----------- -----------
Total Current Liabilities 80,923 52,228
----------- -----------
STOCKHOLDERS' EQUITY (deficit)
Common stock
50,000,000 shares authorized, at $0.001 par value;
38,827,911 shares issued and outstanding March 31;
34,598,500 shares outstanding December 31 38,828 34,599
Capital in excess of par value 470,045 470,045
Deficit accumulated during the development stage (527,689) (447,746)
----------- -----------
Total Stockholders' Equity (deficit) (18,816) 56,898
----------- -----------
$ 62,107 $ 109,126
=========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
2
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002 and the
Period September 19, 2000 (Date of Inception) to March 31, 2003
<Table>
<Caption>
=====================================================================================
Sept 19, 2000
Mar 31, Mar 31, to
2003 2002 Mar 31, 2003
------------ ------------ -------------
REVENUES $ - $ - $ -
------------ ------------ -------------
EXPENSES
Market development 50,530 - 211,626
Depreciation and amortization 646 - 2,232
Administrative 28,767 11,378 288,831
Development of web site -
preliminary project stage - - 25,000
------------ ------------ -------------
NET LOSS $ (79,943) $ (11,378) $ (527,689)
============ ============ =============
NET LOSS PER COMMON SHARE
Basic $ - $ -
AVERAGE OUTSTANDING SHARES
Basic (stated in 1000's) 36,598 29,500
------------ ------------
</Table>
The accompanying notes are an integral part of these financial statements
3
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period September 19, 2000 (Date of Inception)
to March 31, 2003
<Table>
<Caption>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
---------- ----------- ----------- -----------
Balance September 19, 2000 - $ - $ - $ -
Issuance of common stock for cash
at $.001 - September 19, 2000 16,000,000 16,000 - -
Issuance of common stock for web
site - September 25, 2000 - Note 3 6,000,000 6,000 19,000 -
Issuance of common stock for cash
at $.01 - October 10, 2000 5,000,000 5,000 44,810 -
Net operating loss for the period
September 19, 2000 to December
31, 2000 - - - (47,010)
Issuance of common stock for cash
at $.0012 - January 2001 2,500,000 2,500 500 -
Net operating loss for the year
ended December 31, 2001 - - - (11,639)
Issuance of common stock for cash
at $.10 - net of offering costs -
July 22, 2002 5,098,500 5,099 405,735 -
Net operating loss for year
ended December 31, 2002 - - - (389,097)
---------- ----------- ----------- -----------
Balance December 31, 2002 34,598,500 34,599 470,045 (447,746)
Issuance of common stock for
services at $.001 - January through
March 2003 4,229,411 4,229 - -
Net operating loss for three months
ended March 31, 2003 - - - (79,943)
---------- ----------- ----------- -----------
Balance March 31, 2003 38,827,911 $ 38,828 $ 470,045 $ (527,689)
========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
4
OFFICE MANAGERS, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002 and the
Period September 19, 2000 (Date of Inception) to March 31, 2003
<Table>
<Caption>
=====================================================================================
Sept 19, 2000
Mar 31, Mar 31, to
2003 2002 Mar 31, 2003
------------ ------------ -------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (79,943) $ (11,378) $ (527,689)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation and amortization 646 - 2,232
Change in accounts payable 28,695 - 80,923
Issuance of capital stock for web site - - 25,000
Issuance of capital stock for services 4,229 - 4,229
------------ ------------ -------------
Net Decrease in Cash From Operations (46,373) (11,378) (415,305)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of web site - - (5,027)
Purchase of equipment - - (15,084)
------------ ------------ -------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock - 441,800 479,644
Net Increase (Decrease) in Cash 46,373) 430,422 44,228
------------ ------------ -------------
Cash at Beginning of Period 90,601 35,161 -
------------ ------------ -------------
Cash at End of Period $ 44,228 $ 465,583 $ 44,228
============ ============ =============
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 6,000,000 common shares for
web site - 2000 $ 25,000
Issuance of 4,229,411 common shares for
services - 2003 4,229
------------
</Table>
The accompanying notes are an integral part of these financial statements.
5
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
===========================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with authorized common stock of 50,000,000 shares at
$0.001 par value.
The Company primarily acts as a consultant to businesses helping them match
their needs to the goods and services of reputable providers. The Company
is considered a development stage company because it has not yet generated
revenue from sale of its products. Since its inception, the Company has
devoted substantially all of its efforts to developing its service and
product offerings and to the search for sources of capital to fund its
efforts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- ------------
On March 31, 2003, the Company had a net operating loss carry forward of
$527,689. The tax benefit of approximately $158,306 from the loss carry
forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the Company has no operations.
The net operating loss will expire starting 2021 through 2024.
Basic and Dilutive Net Income (Loss) Per Share
- ----------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted EPS are
similarly calculated, except that the weighted average number of common
shares outstanding includes common shares that may be issued, subject to
existing rights, with dilutive potential. Dilutive (loss) per share has not
been computed nor presented if it would be anti-dilutive and for purposes
of this report the dilutive shares includes 10,197,000 shares that may be
issued as outlined in note 5.
Amortization of Web Site
- ------------------------
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation are
capitalized and amortized over the useful life of the fully developed web
site.
6
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2003
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its financial statements.
Financial and Concentrations Risk
- ---------------------------------
The Company does not have any concentration or related financial credit
risk.
Revenue Recognition
- -------------------
Revenue is recognized on the sale and delivery of a product or the
completion of a service provided.
Statement of Cash Flows
- -----------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
Advertising and Market Development
- ----------------------------------
The Company expenses advertising and market development costs as incurred.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.
7
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2003
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
- ----------------------------------------------------------
Office equipment
- ----------------
Office equipment is depreciated over 3 and 7 years using the straight line
method.
Cost $ 15,084
Less accumulated depreciation (1,981)
------------
Net 13,103
============
3. ACQUISITION OF WEB SITE
On September 25, 2000 the Company acquired the web site and the domain name
"officemanagers.net", (which was in the preliminary development stage) from
Ambra Resources, Inc.(an affiliate), by the issuance of 6,000,000 common
shares of the Company, for the purpose of pursuing its business interest
as outlined in note 1. The value of the web site was recorded at
$25,000, the acquisition cost to Ambra Resources, Inc., before the
sale to the Company.
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation are
capitalized and amortized over an estimated useful life of five years.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, employees and Ambra Resources, Inc. (an affiliate by
common officers) have acquired 30 % of the common stock issued.
Ambra Resources, Inc. has made a no interest demand loan to the Company of
$50,923
5. CAPITAL STOCK
From September 2000 to January 2001 the Company completed private
placement offerings of 23,500,000 common shares for $68,810.
During July 2002 the Company completed the sale of an offering of
5,098,500 units at $.10 per unit. Each unit consists of one share of common
stock, one redeemable A warrant to purchase an additional common share
at $.50 by July 10, 2003, and one redeemable B warrant to purchase an
additional common share at $1.20 by July 10, 2007 which could amount to
the issuance of 10,197,000 additional shares. On the report date no
warrants had been redeemed.
During January and February 2003 the Company issued 4,229,411 restricted
common shares for services.
8
OFFICE MANAGERS, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2003
===========================================================================
6. CONTINUTING LIABILITIES
The Company is obligated under a month to month office lease for $3,819 per
month.
7. GOING CONCERN
The Company intends to continue the development of its business interests,
however, there is insufficient working capital necessary to be successful
in this effort and to service its debt.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective, through short
term related party loans, long term financing, and additional equity
funding, which will enable the Company to operate for the coming year.
Item 2. Plan of Operations
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties.
Actual results may differ materially depending on a variety of factors.
For a complete understanding, this Plan of Operations should be read in
conjunction with Part I- Item 1. Financial Statements to this Form 10- QSB.
General
- -------
Office Managers, Inc., is a Nevada corporation acting primarily as a
consultant to businesses helping them match their needs to the goods and
services of reputable providers. The Company is considered a development
stage company because it has not yet generated revenue from sale of its
products. Since its inception, the Company has devoted substantially all
of its efforts to developing its service and product offerings and to the
search for sources of capital to fund its efforts.
Source of Funds
---------------
As discussed above, on July 10, 2002, the Company closed its initial
public offering pursuant to an effective registration statement with the
SEC. The Company received total proceeds of $509,850 from the offering.
Since that time, the Company has relied on the proceeds of that offering to
fund its operations. As of March 31, 2003, the Company has spent
approximately $465,622 of the funds raised in the offering. At the present
time, the Company anticipates the funds remaining from the offering should
be sufficient to meet operating expenses of the Company through the first
and possibly second quarters of 2003.
9
Once the proceeds from the public offering are fully used, the Company
will need to seek additional funding. This funding may be sought by means
of private equity or debt financing by the Company. The Company currently
has no commitments from any party to provide funding and there is no way to
predict when, or if, any such funding could materialize. There is no
assurance that the Company will be successful in obtaining additional
funding on attractive terms or at all. If the Company is unsuccessful in
obtaining additional funding by the end of the second quarter of 2003, the
Company may be unable to continue operations as it has insufficient working
capital necessary to meet its expenses and service its debt.
Results of Operations
---------------------
During the period from inception, September 19, 2000, to March 31,
2003, the Company has not generated any revenue. The Company does not
expect to generate any material revenues from its credit and collections
referral service or online office product sales until at least the fourth
quarter of 2003, if at all. At this time, the Company does not know if or
when it may generate revenues from anaerobic digester systems. The Company
will use substantially all of its resources for further development of its
website, referral database and an anaerobic digester system.
As of March 31, 2003, the Company had an accumulated deficit of
($527,689) funded by paid-in capital. At March 31, 2003, the Company owed
$30,000 on accounts payable compared to $1,305 on March 31, 2002. During
the quarter ended March 31, 2003, the Company spent $50,530 in market
development expenses compared to $-0- in the same period 2002. During the
quarter ended March 31, 2003, the Company spent $28,767 in administrative
expenses compared to $11,378 for the same period of 2002. During the
quarter ended March 31, 2003, the Company had losses from operations of
($79,943) compared to losses in the same period of 2002 of ($11,378).
These increases are due to the Company undertaking operations and efforts
to develop its website and referral database and to the investigation and
development of digester systems.
The Company has financed its operations mainly through the sale of its
common stock and has been entirely dependent on outside sources of
financing for continuation of operations. The Company expects to continue
its development efforts at the same pace until funds raised in the public
offering are exhausted. The Company anticipates the funds from the
offering may be sufficient to fund operations for the next three to six
months. The Company will then evaluate its situation to determine the
potential availability of funds and to seek additional funding. At that
time, the Company will also determine whether it needs to scale back its
efforts to minimize expenses. As stated previously, there is no assurance
that the Company will be successful in obtaining additional funding on
acceptable terms or at all.
The Company currently is currently paying monthly fees to its
President, John Hickey and five other consultants for services being
rendered to the Company. The total fees paid to these individuals on a
monthly basis is approximately $17,000. The Company does not anticipate
hiring employees in 2003 unless the Company is successful in securing
additional funding. Once the Company has exhausted the funds raised in the
offering, unless it is unable to raise additional funds, it is unlikely the
Company will be able to continue to retain the services of some or any of
these consultants.
10
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
------------------------------------------------------
The Company's Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the Company's disclosure controls and procedures
as of a date (the "Evaluation Date") within 90 days before the filing of
this quarterly report. Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
applicable Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls and Procedures.
-------------------------------------------------
Subsequent to the Evaluation Date, there were no significant changes
in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified
during the quarter ended March 31, 2003.
On January 3, 2003, the Company issued 150,000 restricted common
shares to MediaComm Marketing for services to be rendered to the Company in
connection with the development of its referral database and marketing of
Office Managers' services. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act. No general
solicitation was made in connection with the offer or sale of these
securities. No funds were received by the Company for these shares.
On January 3, 2003, 100,000 restricted common shares were issued to
Vincent Gonzales and Associates for website development and maintenance
services provided and to be to the Company. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities. No funds were received by the Company for these shares.
On January 3, 2003, the Company issued 250,000 restricted common
shares to Roger Reynolds for investor and shareholder relations services to
be provided to the Company. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act. No general
solicitation was made in connection with the offer or sale of these
securities. No funds were received by the Company for these shares.
11
On February 20, 2003 and March 29, 2003, the Company issued 1,000,000
and 900,000 restricted common shares to Charles Yourshaw and Yourshaw
Engineering respectively for services rendered and to be rendered to the
Company in connection with the operations of its wholly owned subsidiary
Vogue Environmental Solutions, Inc. Pursuant to an agreement with Mr.
Yourshaw, the Company also reimburses Mr. Yourshaw with restricted shares
for expenses incurred on a monthly basis up to $10,000. On March 5, 2003
and May 5, 2003, the Company issued 29,411 and 29,412 restricted common
shares respectively to Mr. Yourshaw based on an average stock price of $.37
during the preceding month. The Company issued 27,027 restricted shares to
Mr. Yourshaw on April 2, 2003, based on an average stock price of $.34
during the preceding month. All shares issued to Mr. Yourshaw were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Section 4(2) of the Securities Act.
No general solicitation was made in connection with the offer or sale of
these securities. No funds were received by the Company for these shares.
On February 20, 2003, the Company issued 250,000 restricted common
shares to David Wagner, for services rendered and to be rendered to the
Company in connection with the operations of Vogue Environmental. The
shares were issued without registration under the Securities Act of 1933 in
reliance on an exemption from registration provided by Section 4(2) of the
Securities Act. No general solicitation was made in connection with the
offer or sale of these securities. No funds were received by the Company
for these shares.
On February 20, 2003, the Company issued 1,250,000 restricted common
shares to consultants in China and Canada who have been and will continue
to assist Vogue Environmental in securing appropriate manufacturing
capabilities in China. The shares were issued without registration under
the Securities Act of 1933 in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act. No general solicitation
was made in connection with the offer or sale of these securities. No
funds were received by the Company for these shares.
On March 26, 2003, the Company issued 300,000 shares to two
consultants who are designing and testing the electrical system for the
Company's anaerobic digester system. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities. No funds were received by the Company for these shares.
On January 11, 2002, the Company's public offering pursuant to
registration of units on Securities and Exchange Commission ("SEC") Form
was declared effective by the SEC. The offering was conducted by the
officers of the Company. The Company received subscriptions for 5,098,500
units and total proceeds of $5,098,050. The offering closed upon the
expiration of the offering period on July 10, 2002. As the offering was
not underwritten, the Company paid no underwriting expenses. No
distribution expenses were paid during the quarter ended September 30,
2002, and no distribution expenses were or will be paid to any officer,
director or affiliate of the Company.
During the quarter ended September 30, 2002, the Company used
approximately $46,373 of the proceeds of the offering to cover working
capital costs. The Company paid nothing to Apex Resources Group, Inc., a
related party, (formerly known as Ambra Resources Group, Inc.). The
Company owes Ambra $50,530. Approximately $12,000 of the proceeds of the
offering were paid to officers and directors of the Company as compensation
incidental to their employment with the Company during the quarter ended
March 31, 2003.
12
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
None.
(B) Exhibits. The following exhibits are included as part of this
report:
99.1 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
Office Managers, Inc.
May 14, 2003 /S/ John M. Hickey
---------------------------------------
John M. Hickey, Chief Executive Officer
May 14, 2003 /S/ John Ray Rask
---------------------------------------
John Ray Rask, Chief Financial Officer
13
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Hickey certify that:
(1) I have reviewed this quarterly report on Form 10-QSB of Office
Managers, Inc., (the "Company");
(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 Company as of, and for, the periods
presented in this quarterly report;
(4) The Company's other certifying officer 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 Company and
have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the Company 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 Company'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 Company's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Company's auditors and the
audit committee of the Company'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 Company's
ability to record, process, summarize and report financial data
and have identified for the Company'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 Company's
internal controls; and
(6) The Company's other certifying officer 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: May 14, 2003 By: /S/ John M. Hickey
---------------------------------------
John M. Hickey,
President and Chief Executive Officer
14
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John Ray Rask, certify that:
(1) I have reviewed this quarterly report on Form 10-QSB of Office
Managers, Inc., (the "Company");
(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 Company as of, and for, the periods
presented in this quarterly report;
(4) The Company's other certifying officer 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 Company and
have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the Company 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 Company'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 Company's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Company's auditors and the
audit committee of the Company'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 Company's
ability to record, process, summarize and report financial data
and have identified for the Company'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 Company's
internal controls; and
(6) The Company's other certifying officer 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: May 14, 2003 By: /S/ John Ray Rask
---------------------------------------
John Ray Rask,
Secretary and Chief Financial Officer
15