UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of OCTOBER, 2005.
Commission File Number: 0-30390
ROCHESTER RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
ROCHESTER RESOURCES LTD
Date: October 24, 2005 /s/ Nick DeMare
----------------------------- -------------------------------------
Nick DeMare,
Director
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ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005
(UNAUDITED - PREPARED BY MANAGEMENT)
- --------------------------------------------------------------------------------
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEETS
(UNAUDITED - PREPARED BY MANAGEMENT)
AUGUST 31, MAY 31,
2005 2005
$ $
ASSETS
CURRENT ASSETS
Cash 223,688 227,589
Amounts receivable 38,738 39,027
Prepaid expenses and deposits 7,967 9,636
------------ ------------
270,393 276,252
CAPITAL ASSET, net of accumulated
depreciation of $357 (May 31, 2005 - $5,840) 4,407 4,764
OTHER ASSETS (Note 3) - 6,300
------------ ------------
274,800 287,316
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities 20,883 31,006
------------ ------------
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Note 4) 70,970,313 70,970,313
CONTRIBUTED SURPLUS 286,125 286,125
DEFICIT (71,002,521) (71,000,128)
------------ ------------
253,917 256,310
------------ ------------
274,800 287,316
============ ============
NATURE OF OPERATIONS AND CHANGE OF NAME (Note 1)
APPROVED BY THE BOARD
/s/ NICK DEMARE , Director
- -------------------
/s/ DES O'KELL , Director
- -------------------
The accompanying notes are an integral part of these interim
consolidated financial statements.
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED AUGUST 31
(UNAUDITED - PREPARED BY MANAGEMENT)
2005 2004
$ $
EXPENSES
Accounting and administration 14,250 9,800
Depreciation 357 835
Investor relations 3,000 9,000
Legal 950 3,544
Management fees 7,000 6,000
Office 1,143 2,111
Professional fees 6,045 750
Regulatory 2,250 725
Shareholder costs 2,707 -
Transfer agent 4,475 849
Travel 299 2,362
------------ ------------
42,476 35,976
------------ ------------
LOSS BEFORE OTHER ITEMS (42,476) (35,976)
------------ ------------
OTHER ITEMS
Gain on sale of other assets 40,980 5,880
Interest and other income 3,191 283
Foreign exchange (4,088) 4,183
------------ ------------
40,083 10,346
------------ ------------
NET LOSS FOR THE PERIOD (2,393) (25,630)
DEFICIT - BEGINNING OF PERIOD (71,000,128) (69,891,141)
------------ ------------
DEFICIT - END OF PERIOD (71,002,521) (69,916,771)
============ ============
BASIC AND DILUTED LOSS PER SHARE $(0.00) $(0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,230,735 1,853,736
============ ============
The accompanying notes are an integral part of these interim
consolidated financial statements.
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31
(UNAUDITED - PREPARED BY MANAGEMENT)
2005 2004
$ $
CASH PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
Net loss for the period (2,393) (25,630)
Adjustment for items not involving cash
Depreciation 357 835
Gain on sale of other assets (40,980) (5,880)
------------ ------------
(43,016) (30,675)
(Increase)decrease in amounts receivable 289 (35,187)
(Increase)decrease in prepaid expenses and deposits 1,669 (1,362)
Increase(decrease) in accounts payable and accrued
liabilities (10,123) 13,208
------------ ------------
(51,181) (54,016)
------------ ------------
INVESTING ACTIVITIES
Expenditures on capital assets - (200)
Expenditures on unproven mineral interests - (135,879)
Proceeds from sale of other assets 47,280 6,600
------------ ------------
47,280 (129,479)
------------ ------------
DECREASE IN CASH FOR THE PERIOD (3,901) (183,495)
CASH - BEGINNING OF PERIOD 227,589 528,040
------------ ------------
CASH - END OF PERIOD 223,688 344,545
============ ============
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid in cash - -
============ ============
Income taxes paid in cash - -
============ ============
The accompanying notes are an integral part of these interim
consolidated financial statements.
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
(UNAUDITED - PREPARED BY MANAGEMENT)
1. NATURE OF OPERATIONS AND CHANGE OF NAME
During the 2005 fiscal year, the Company was engaged in the acquisition
and exploration of unproven mineral interests in Mexico. As at August
31, 2005, the Company has completed detailed exploration of its
property in Mexico and no further work is recommended at this time. The
Company continues to evaluate potential resource acquisitions. On
August 25, 2005, the Company completed a consolidation of its share
capital on a one new share for ten old shares basis and changed its
name from Hilton Resources Ltd. to Rochester Resources Ltd.
As at August 31, 2005, the Company had working capital of $249.510. The
Company will require additional equity financing to identify and
evaluate potential resource acquisitions and business opportunities and
meet ongoing corporate overhead requirements. The Company expects to
generate the necessary resources for the 2006 fiscal year through the
sale of equity securities. No assurances can be given, however, that
the Company will be able to obtain sufficient additional resources. If
the Company is unsuccessful in generating anticipated resources from
one or more of the anticipated sources and is unable to replace any
shortfall with resources from another source, the Company may be unable
to meet its obligations and continue its operations.
These consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles
("Canadian GAAP") applicable to a going concern which assumes that the
Company will realize its assets and discharge its liabilities in the
normal course of business. Realization values may be substantially
different from the carrying values shown in the consolidated financial
statements should the Company be unable to continue as a going concern.
The ability of the Company to settle its liabilities as they come due
and to fund ongoing operations is dependent upon the ability of the
Company to obtain additional funding from equity financing. Failure to
continue as a going concern would require restatement of assets and
liabilities on a liquidation basis, which could differ materially from
the going concern basis.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These interim consolidated financial statements of the Company have
been prepared by management in accordance with Canadian generally
accepted accounting principles. The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these interim financial statements and accompanying notes.
Actual results could differ from those estimates. These interim
consolidated financial statements have, in management's opinion, been
properly prepared using careful judgement with reasonable limits of
materiality. These interim consolidated financial statements should be
read in conjunction with the most recent annual consolidated financial
statements. The significant accounting policies follow that of the most
recently reported annual financial statements.
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
(UNAUDITED - PREPARED BY MANAGEMENT)
3. OTHER ASSETS
AUGUST 31, MAY 31,
2005 2005
$ $
Investment - 6,300
============ ============
During the three months ended August 31, 2005, the Company sold the
remaining 70,000 common shares of Halo Resources Ltd. for $47,280,
realizing a gain of $40,980.
4. SHARE CAPITAL
Authorized: Unlimited common shares without par value
Issued: AUGUST 31, 2005 MAY 31, 2005
---------------------------- ----------------------------
SHARES AMOUNT SHARES AMOUNT
$ $
Balance, beginning of period 2,230,735 70,970,313 1,853,735 70,593,713
------------ ------------ ------------ ------------
Issued during the period
For cash
Private placements - - 355,000 355,000
Exercise of options - - 3,000 7,500
Reallocation from contributed surplus
relating to the exercise of
stock options - - - 6,600
For unproven mineral interests - - 10,000 10,000
Finder's fee - - 9,000 9,000
------------ ------------ ------------ ------------
- - 377,000 388,100
Less: share issue costs - - - (11,500)
------------ ------------ ------------ ------------
- - 377,000 376,600
------------ ------------ ------------ ------------
Balance, end of period 2,230,735 70,970,313 2,230,735 70,970,313
============ ============== ============ ============
(a) During the three months ended August 31, 2005, the Company did
not grant any stock options.
A summary of the Company's outstanding stock options at August
31, 2005, and the changes for the three months ended August
31, 2005, is presented below:
WEIGHTED
OPTIONS AVERAGE
OUTSTANDING EXERCISE PRICE
$
Balance,
beginning and end of period 217,500 1.30
============
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
(UNAUDITED - PREPARED BY MANAGEMENT)
4. SHARE CAPITAL (continued)
The following table summarizes information about the stock
options outstanding and exercisable at August 31, 2005.
NUMBER NUMBER
OF OPTIONS OF OPTIONS EXERCISE
OUTSTANDING EXERCISABLE PRICE EXPIRY DATE
$
39,000 39,000 2.50 February 18, 2007
76,000 75,375 1.00 September 3, 2007
6,000 6,000 1.00 October 4, 2007
59,000 59,000 1.00 January 12, 2007
37,500 33,750 1.20 February 8, 2008
----------- -----------
217,500 213,125
=========== ===========
(b) A summary of the number of common shares reserved pursuant to
the Company's outstanding warrants at August 31, 2005 and the
changes for the three months ended August 31, 2005 is as
follows:
NUMBER
Balance, beginning and end of period 688,500
==========
The following table summarizes information about the warrants
outstanding and exercisable at August 31, 2005:
EXERCISE
PRICE NUMBER EXPIRY DATE
$
1.40 364,000 November 25, 2005
3.10 142,500 March 4, 2006
1.50 182,000 February 7, 2007
----------
688,500
==========
5. RELATED PARTY TRANSACTIONS
During the three months ended August 31, 2005, the Company incurred
$21,250 for accounting, management, professional and consulting
services provided by directors and officers of the Company. As at
August 31, 2005, $1,596 remained outstanding and has been included in
accounts payable and accrued liabilities.
ROCHESTER RESOURCES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
(UNAUDITED - PREPARED BY MANAGEMENT)
6. SEGMENTED INFORMATION
As at August 31, 2005, the Company only holds corporate assets in
Canada. Identifiable assets, revenues and net loss are as follows:
AUGUST 31, 2005
--------------------------------------------
IDENTIFIABLE NET
ASSETS REVENUES LOSS
$ $ $
Corporate (Canada) 274,800 - (2,393)
============ ============ ============
MAY 31, 2005
--------------------------------------------
IDENTIFIABLE NET
ASSETS REVENUES LOSS
$ $ $
Mineral operations (Mexico) - - (732,601)
Corporate (Canada) 287,316 19,601 (376,386)
------------ ------------ ------------
287,316 19,601 (1,108,987)
============ ============ ============
ROCHESTER RESOURCES LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED AUGUST 31, 2005
BACKGROUND
This discussion and analysis of financial position and results of operation is
prepared as at October 24, 2005 and should be read in conjunction with the
interim consolidated financial statements and the accompanying notes for the
three months ended August 31, 2005 of Rochester Resources Ltd. (the "Company").
Those financial statements have been prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP"). Except as otherwise
disclosed, all dollar figures included therein and in the following management
discussion and analysis ("MD&A") are quoted in Canadian dollars. Additional
information relevant to the Company's activities, can be found on SEDAR at
WWW.SEDAR.COM .
COMPANY OVERVIEW
The Company is currently a junior mineral exploration company and is actively
engaged in the acquisition and exploration of precious metals on mineral
interests located primarily in Mexico. During the 2005 fiscal year, the Company
completed a detailed first and second phase exploration program of its mineral
interest in Mexico and at this time no further work is recommended on this
mineral interest. Accordingly the Company wrote off the carrying value of the
mineral interest. As of the date of this MD&A, the Company has initiated a
program to identify a new resource interest. On August 25, 2005, the Company
completed a consolidation of its share capital on a 1 new for 10 old basis and
changed its name from Hilton Resources Ltd. to Rochester Resources Ltd.
The Company is a reporting issuer in British Columbia, Alberta and Saskatchewan.
The Company trades on the TSX Venture Exchange ("TSXV") under the symbol "RCT"
and on the Over the Counter Bulletin ("OTCBB") under the symbol "RCTFF". The
Company is also registered with the U.S. Securities and Exchange Commission
("SEC") as a foreign private user under the Securities Act of 1934.
FORWARD LOOKING STATEMENTS
Certain information included in this discussion may constitute forward-looking
statements. Forward-looking statements are based on current expectations and
entail various risks and uncertainties. These risks and uncertainties could
cause or contribute to actual results that are materially different than those
expressed or implied. The Company disclaims any obligation or intention to
update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
APPOINTMENT OF PRESIDENT
On June 29, 2005, Mr. Nick DeMare resigned as interim President and Mr. Des
O'Kell was appointed President. Mr. DeMare remains as a director of the Company.
Mr. O'Kell has 16 years operations and finance experience in the public
marketplace. Since 1998 Mr. O'Kell has headed the firm Eland Jennings Investor
Services which enjoyed the success of providing consulting services to a range
of private and publicly traded corporations seeking financings, listings and
communications to the investment community.
-1-
SELECTED FINANCIAL DATA
The following selected financial information is derived from the unaudited
consolidated interim financial statements of the Company prepared in accordance
with Canadian GAAP.
----------- ----------------------------------------------- ----------------------------------
FISCAL 2006 FISCAL 2005 FISCAL 2004
----------- ----------------------------------------------- ----------------------------------
AUG. 31 MAY 31 FEB. 28 NOV. 30 AUG. 31 MAY 31 FEB. 29 NOV. 30
$ $ $ $ $ $ $ $
OPERATIONS:
Revenues - - - - - - - -
Net income (loss) (2,393) (781,151) (151,252) (150,954) (25,630) 67,994 (345,252) (146,258)
Basic and diluted
income (loss) per share (0.00) (0.40) (0.01) (0.01) (0.00) 0.01 (0.03) (0.03)
Dividends per share - - - - - - - -
BALANCE SHEET:
Working capital (deficiency) 249,510 245,246 313,811 235,799 390,778 550,932 647,522 (1,293,783)
Total assets 274,800 287,316 1,060,962 783,112 860,506 872,928 860,895 636,002
Total long-term liabilities - - - - - - - -
---------- ------------------------------------------------ ---------------------------------
RESULTS OF OPERATIONS
During the three months ended August 31, 2005 ("2005"), the Company recorded a
loss of $2,393 ($0.00 per share) compared to a loss of $25,630 ($0.00 per share)
for the three months ended August 31, 2004 ("2004"). The decrease in loss in
2005 compared to 2004 is primarily attributed to a gain on the sale of
marketable securities which partially offset expenses incurred. During 2005, the
Company sold marketable its remaining 70,000 common shares of Halo Resources
Ltd. for $47,280 (2004 - $6,600), resulting in a gain of $40,980 (2004 -
$5,880).
General and administrative expenses of $42,476 were reported in 2005, an
increase of $6,500, from $35,976 in 2004. Specific expenses of note during 2005
and 2004 are as follows:
i) during 2005, the Company incurred accounting and
administrative fees of $14,250 (2004 - $9,800) provided by a
private company controlled by a director of the Company;
ii) effective June 29, 2005, Mr. Des O'Kell, president of Eland
Jennings Inc., was appointed a director and the President of
the Company. Management fees of $7,000 in 2005 were paid to
Mr. O'Kell as the Company's President. In 2004, management
fees of $6,000 were paid to Mr. Nick DeMare, the former
president of the Company;
iii) the Company had an investor relations arrangement with Eland
Jennings Inc. , a private company owned by Mr. O'Kell. The
arrangement was terminated on June 28, 2005, prior to Mr.
O'Kell's appointment, $3,000 (2004 - $9,000) was paid to Eland
Jennings Inc. in 2005;
iv) legal fees decreased by $2,594 from $3,544 in 2004 to $950 in
2005;
v) during 2005, the Company incurred professional fees of $6,045,
mainly for services rendered on the review of the results of
the El Nayar Project; and
vi) regulatory fees, shareholder costs and transfer agent fees
increased by $7,858 from $1,574 in 2004 to $9,432 in 2005,
mainly due to the share consolidation and name change
conducted in 2005.
FINANCIAL CONDITION / CAPITAL RESOURCES
To date the Company has relied on equity financing to fund its commitments and
discharge its liabilities as they come due. As of August 31, 2005, the Company
had a working capital of $249,510. The Company anticipates that it will have
sufficient funds to meet ongoing overhead expenditures. However, it will require
additional funding to identify and acquire new mineral properties and conduct
exploration activities, and or investigate new business opportunities. There is
no assurance that funding will be available on terms acceptable to the Company
or at all.
-2-
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
PROPOSED TRANSACTIONS
The Company has no proposed transactions.
CRITICAL ACCOUNTING ESTIMATES
A detailed summary of all the Company's significant accounting policies is
included in Note 2 to the May 31, 2005 audited consolidated financial
statements.
CHANGES IN ACCOUNTING POLICIES
The Company has no changes in accounting policies.
TRANSACTIONS WITH RELATED PARTIES
During the three months ended August 31, 2005 the Company was charged $21,250
(2004 - $15,800) for accounting, management, professional and consulting
services provided by current directors and officers of the Company.
RISKS AND UNCERTAINTIES
The Company competes with other mining companies, some of which have greater
financial resources and technical facilities, for the acquisition of mineral
concessions, claims and other interests, as well as for the recruitment and
retention of qualified employees.
The Company is in compliance in all material regulations applicable to its
exploration activities. Existing and possible future environmental legislation,
regulations and actions could cause additional expense, capital expenditures,
restrictions and delays in the activities of the Company, the extent of which
cannot be predicted. Before production can commence on any properties, the
Company must obtain regulatory and environmental approvals. There is no
assurance that such approvals can be obtained on a timely basis or at all. The
cost of compliance with changes in governmental regulations has the potential to
reduce the profitability of operations.
The Company's activities were conducted in Mexico and the Company is assessing
whether it will continue to remain in Mexico. Consequently, the Company is
subject to certain risks, including currency fluctuations and possible political
or economic instability which may result in the impairment or loss of mining
title or other mineral rights, and mineral exploration and mining activities may
be affected in varying degrees by political stability and governmental
regulations relating to the mining industry.
INVESTOR RELATIONS ACTIVITIES
The Company had an investor relations arrangement with Eland Jennings Inc.
("Eland Jennings") at a rate of $3,000 per month. The arrangement was terminated
on June 28, 2005. During the three months ended August 31, 2005, the Company
paid $3,000 (2004 - $9,000) to Eland Jennings.
OUTSTANDING SHARE DATA
The Company's authorized share capital is unlimited common shares without par
value. As at October 24, 2005 , there were 2,230,735 issued and outstanding
common shares. In addition there were 213,125 stock options outstanding and
exercisable, at exercise prices ranging from $1.00 to $2.50 per share, and
688,500 warrants outstanding, with exercise prices ranging from $1.40 and $3.10
per share.
-3-
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS
I, Des O'Kell, a Director and Chief Executive Officer of Rochester Resources
Ltd., certify that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of Rochester Resources Ltd., (the issuer)
for the interim period ending August 31, 2005;
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading in
light of the circumstances under which it was made, with respect to the
period covered by the interim filings;
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the interim filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the issuer, as of the date and for the
periods presented in the interim filings;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures and
internal control over financial reporting for the issuer, and we have:
(a) designed such disclosure controls and procedures, or caused
them to be designed under our supervision, to provide
reasonable assurance that material information relating to the
issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which the interim filings are being prepared; and
(b) designed such internal control over financial reporting, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with the issuer's GAAP; and
5. I have caused the issuer to disclose in the interim MD&A any change in
the issuer's internal control over financial reporting that occurred
during the issuer's most recent interim period that has materially
affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting.
Date: October 25, 2005
/s/ DES O'KELL
- ----------------------------------
Des O'Kell,
Director & Chief Executive Officer
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS
I, Des O'Kell, a Director and Chief Executive Officer of Rochester Resources
Ltd., and performing similar functions to that of a Chief Financial Officer,
certify that:
1. I have reviewed the interim filings (as this term is defined in
Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings) of Rochester Resources Ltd., (the issuer)
for the interim period ending August 31, 2005;
2. Based on my knowledge, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated or that is necessary to make a statement not misleading in
light of the circumstances under which it was made, with respect to the
period covered by the interim filings;
3. Based on my knowledge, the interim financial statements together with
the other financial information included in the interim filings fairly
present in all material respects the financial condition, results of
operations and cash flows of the issuer, as of the date and for the
periods presented in the interim filings;
4. The issuer's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures and
internal control over financial reporting for the issuer, and we have:
(a) designed such disclosure controls and procedures, or caused
them to be designed under our supervision, to provide
reasonable assurance that material information relating to the
issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which the interim filings are being prepared; and
(b) designed such internal control over financial reporting, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with the issuer's GAAP; and
5. I have caused the issuer to disclose in the interim MD&A any change in
the issuer's internal control over financial reporting that occurred
during the issuer's most recent interim period that has materially
affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting.
Date: October 25, 2005
/s/ DES O'KELL
- ----------------------------------
Des O'Kell,
Director & Chief Executive Officer