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, 2002
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 number 0-28955
SYNDICATION NET.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-2218873
-----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Hartke Building
7637 Leesburg Pike
Falls Church, Virginia 22043
(Address of principal executive offices (zip code))
703/748-3480
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 equity, as of the latest practicable date.
Class Outstanding at September 30,2002
Common Stock, $0.0001 10,781,750 shares
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNDICATION NET.COM, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheets
ASSET
-------
September 30, December 31,
2002 2001
--------------- --------------
(Unaudited)
CURRENT ASSETS
Cash $ - $ 3,516
Accounts receivable, net 700,125 616,522
--------------- --------------
Total Current Assets 700,125 620,038
--------------- --------------
PROPERTY AND EQUIPMENT - NET 228 910
--------------- --------------
TOTAL ASSETS $ 700,353 $ 620,948
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------------
CURRENT LIABILITIES
Bank overdraft $ 2 $ -
Accounts payable 907,550 852,326
Notes payable - related party 109,000 105,000
Interest payable - related party 44,770 35,200
--------------- --------------
Total Current Liabilities 1,061,322 992,526
--------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 20,000,000 shares authorized of
$0.0001 par value, no shares issued or outstanding - -
Common stock: 100,000,000 shares authorized of
$0.0001 par value, 10,781,750 shares issued and
outstanding 1,078 1,078
Additional paid-in capital 791,749 791,749
Accumulated deficit (1,153,796) (1,164,405)
--------------- --------------
Total Stockholders' Equity (Deficit) (360,969) (371,578)
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 700,353 $ 620,948
=============== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
2
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
SALES
Wood treatment revenue $ 2,322,636 $ 2,223,889 $ 6,827,742 $ 6,691,466
Consulting 4,875 36,500 8,875 168,985
------------ ------------ ------------ ------------
Total Sales 2,327,511 2,260,389 6,836,617 6,860,451
------------ ------------ ------------ ------------
COST OF GOODS SOLD 2,307,288 2,209,530 6,782,429 6,649,238
------------ ------------ ------------ ------------
GROSS MARGIN 20,223 50,859 54,188 211,213
------------ ------------ ------------ ------------
OPERATING EXPENSES
Depreciation 228 228 684 684
General and administrative 6,277 29,646 33,325 102,258
------------ ------------ ------------ ------------
Total Operating Expenses 6,505 29,874 34,009 102,942
------------ ------------ ------------ ------------
OPERATING INCOME 13,718 20,985 20,179 108,271
------------ ------------ ------------ ------------
OTHER (EXPENSES)
Interest expense (3,270) (3,000) (9,570) (9,000)
------------ ------------ ------------ ------------
Total Other (Expenses) (3,270) (3,000) (9,570) (9,000)
------------ ------------ ------------ ------------
NET INCOME BEFORE
INCOME TAXES 10,448 17,985 10,609 99,271
------------ ------------ ------------ ------------
INCOME TAX EXPENSE - - - -
------------ ------------ ------------ ------------
NET INCOME FROM
OPERATIONS $ 10,448 $ 17,985 $ 10,609 $ 99,271
============ ============ ============ ============
BASIC INCOME PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.01
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 10,781,750 10,781,750 10,781,750 10,781,750
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
Preferred Stock Common Stock Additional
--------------- ------------------ Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit
------- ------ --------- ------- --------- -----------
Balance, December 31, 1999 60,000 $6 10,010,800 $1,001 $264,683 $(732,064)
Conversion of preferred shares
to common stock (60,000) (6) 36,000 4 2 -
Common stock issued for cash at
prices ranging from $0.83 to $2.50
per share - - 193,500 19 227,482 -
Common stock issued for cash and
services at $1.67 per share - - 50,400 5 83,995 -
Common stock issued for services
at $1.67 per share - - 78,000 8 129,992 -
Common stock issued for conversion
of debt at $1.64 per share - - 19,050 2 31,248 -
Recapitalization - - 250,000 25 (25) -
Common stock issued for cash at
$0.047 per share - - 94,000 9 4,377 -
Common stock issued for services
at $1.00 per share - - 50,000 5 49,995 -
Net loss for the year ended
December 31, 2000 - - - - - (485,439)
-------- ---- ---------- ------ --------- ------------
Balance, December 31, 2000 - - 10,781,750 1,078 791,749 (1,217,503)
Net income for the year ended
December 31, 2001 - - - - - 53,098
-------- ---- ---------- ------ --------- ------------
Balance, December 31, 2001 - - 10,781,750 1,078 791,749 (1,164,405)
Net income for the nine months ended
September 30, 2002 (unaudited) - - - - - 10,609
-------- ---- ---------- ------ --------- ------------
Balance, September 30, 2002 (unaudited) - $ - 10,781,750 $1,078 $791,749 $(1,153,796)
======== ==== ========== ====== ========= ============
The accompanying notes are an integral part of these consolidated financial
statements.
4
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30,
---------------------
2002 2001
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 10,609 $ 99,271
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 684 684
Changes in operating assets and liabilities:
(Increase) in accounts receivable (83,604) (165,269)
Increase in accounts payable 55,223 73,040
Increase in accrued expenses 9,570 9,000
--------- ----------
Net Cash Provided (Used) by Operating Activities (7,518) 16,726
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES - -
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank overdraft 2 -
Increase in notes payable-related party 4,000 -
--------- ----------
Net Cash Provided by Financing Activities 4,002 -
--------- ----------
NET INCREASE (DECREASE) IN CASH (3,516) 16,726
CASH, BEGINNING OF PERIOD 3,516 45
--------- ----------
CASH, END OF PERIOD $ - $ 16,771
========= ==========
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash Paid For:
Interest $ - $ -
Income taxes $ - $ -
Non-Cash Financing Activities
Stock issued for services $ - $ -
Stock issued for outstanding debt $ - $ -
The accompanying notes are an integral part of these consolidated financial
statements.
5
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
September 30, 2002 and December 31, 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The accompanying unaudited condensed financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such rules and
regulations. The information furnished in the interim condensed financial
statements include normal recurring adjustments and reflects all adjustments,
which, in the opinion of management, are necessary for a fair presentation of
such financial statements. Although management believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested that these interim condensed financial statements be read in
conjunction with the Company's most recent audited financial statements and
notes thereto included in its December 31, 2001 Annual Report on Form 10-KSB.
Operating results for the nine months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has historically incurred significant losses which have
resulted in an accumulated deficit of $1,153,796 at September 30, 2002 which
raises substantial doubt about the Company's ability to continue as a going
concern. The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of liabilities
that might result from the outcome of this uncertainty.
It is management's intent to acquire Internet and E-commerce companies as well
as develop a software for online bidding services. Management believes this
bidding service process will allow the Company to bid and package contracts
online for the treatment, sale and shipment of processed wood. In addition,
management believes that being a publicly traded company will enhance their
negotiating leverage as well as provide a source of additional funding if
needed.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to provide an analysis of the
Company's financial condition and plan of operation and should be read in
conjunction with the Company's financial statements and its related notes. The
matters discussed in this section that are not historical or current facts deal
with potential future circumstances and developments. Such forward-looking
statements include, but are not limited to, the development plans for the growth
of the Company, trends in the results of the Company's development, anticipated
development plans, operating expenses and the Company's anticipated capital
requirements and capital resources. The Company's actual results could differ
materially from the results discussed in the forward-looking statements.
Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, these expectations and assumptions may not
prove to be correct.
SyndicationNet.com, Inc., a Delaware corporation (the "Company"), was
formed to acquire controlling interests in or to participate in the creation of,
and to provide financial, management and technical support to, development stage
businesses. The Company's strategy is to integrate affiliated companies into a
network and to actively develop the business strategies, operations and
management teams of the affiliated entities.
The Company filed a registration statement for the sale of 561,500
shares of its common stock owned by certain of its securityholders. The
registration statement was effective on July 12, 2002. Those shares will be sold
by the selling securityholders in separate transactions at $1.00 per share until
SyndicationNet is quoted, if at all, on the OTC Bulletin Board and thereafter at
prevailing market or privately negotiated prices. The Company intends to apply
for quotation on the OTC Bulletin Board as soon as possible.
There is no public market for SyndicationNet's common stock and a
public market may not develop. If a public market is developed, it may not be
sustained.
It is the intent of the Company's board of directors to develop and
exploit all business opportunities to increase efficiencies between companies
with which the Company may invest in or consult. For example, if the Company is
consulting with a marketing company, the Company may utilize that marketing
company to provide services for other companies with which The Company consults
with or invests. The Company may acquire companies to be held as wholly owned
subsidiaries of the Company.
The Company currently has one wholly owned subsidiary, Kemper Pressure
Treated Forest Products, Inc. Kemper is engaged in the retail brokerage business
of preservative treated lumber such as utility poles, bridge pilings, timber and
guardrail posts. Kemper intends to develop computer software applications that
will enable Kemper to manage on-line bidding for the treatment, sale and
shipment of processed wood. Kemper has one customer and the income from this
customer is expected to continue.
7
The Company has historically incurred losses which has resulted in an
accumulated deficit of $1,153,796 as of September 30, 2002. Although funds
generated by operations have supported certain ongoing expenditures including
legal and accounting fees, additional capital will be needed to affect
transactions such as mergers or acquisitions, if any. Such additional capital
may need to be raised through the issuance of the Company's debt or equity or a
combination of both. Without additional capital, the Company may not be able to
continue as a going concern.
The Company has incurred significant losses in the past because of
significant costs related to the decision to pursue public ownership status. In
that effort, in the year 2000, the Company reorganized itself, completed two
mergers, paid for the cost of the public company purchase and the legal and
auditing fee's related to that project. Without such expenses, the Company
believes that its losses would be significantly less.
The Company has generated funds through its wood brokerage services and
from consulting fees for services as well as raising capital through the sale of
its securities in private transactions.
Over the next 12 months the Company intends to develop revenue by focusing
on its consulting services. It is management's belief that potential acquisition
targets can be better identified and assessed for risk if the Company becomes
involved with various companies on a consulting capacity.
The Company intends for its management team to identify companies that are
positioned to succeed and to assist those companies with financial, managerial
and technical support. Over the next 12 months the Company intends to increase
revenue and gross profit margin by focusing and expanding its consulting
services.
The Company's board of directors believes that the financial evaluations of
the Company would be enhanced as a result of having diversified companies owned
by the Company. The Company anticipates that its role as a consultant to
development stage companies may provide the opportunity for the Company to
invest in such development stage companies, however, the Company's services as a
consultant will not be conditioned on the Company being allowed to invest in a
company.
The Company will attempt to enter into consulting agreements over the next
12 months that will increase consulting fees as well as open dialog for
acquisition considerations. The Company has no current plans, proposal,
arrangements or understandings with any representatives of the owners of any
business or company regarding an acquisition or merger transaction.
Over the next twelve months, the Company's management team, led by retired
United States Senator Vance Hartke, hopes to take advantage of the resources of
its directors, specifically in the areas of accounting, e-commerce, finance and
politics, to enable the Company to consult with, acquire and integrate B2B
e-commerce companies and/or traditional brick and mortar businesses and to
leverage the Company's collective management resources and experiences. The
Company intends
8
to actively explore synergistic opportunities such as cross marketing efforts
within the network of companies it will consult with or acquire. The Company
intends for its management team to identify companies that are positioned to
succeed and to assist those companies with financial, managerial and technical
support.
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001 FOR SYNDICATIONNET TOGETHER WITH ITS WHOLLY OWNED SUBSIDIARY,
KEMPER PRESSURE TREATED FOREST PRODUCTS, INC.
The Company's total sales from its wood treatment operations increased to
$2,322,636 for the three months ended September 30, 2002, compared to $2,223,889
for the three months ended September 30, 2001 and decreased to $4,875 for the
three months ended September 30, 2002, compared to $36,500 for the three months
ended September 30, 2001 for its consulting services with total sales increasing
to $2,327,511 for the three months ended September 30, 2002 compared to
$2,260,389 for the three months ended September 30, 2001.
Cost of sales were $2,307,288 for the three months ended September 30,
2002, compared to $2,209,530 for the three months ended September 30, 2001.
The net income from continuing operations for the three months ended
September 30, 2002, was $10,448 compared to net income from operations of
$17,985 for the three months ended September 30, 2001.
Total current assets increased to $700,125 at September 30, 2002 from
$620,038 at December 31, 2001 due to an increase of the Company's accounts
receivable.
Total current liabilities increased to $1,061,322 at September 30, 2002
from $992,526 at December 31, 2001 due to an increase in accountants payable.
The Company has not paid dividends on its common stock, and intends to
reinvest its earnings to support its working capital and expansion requirements.
The Company intends to continue to utilize its earnings in the development and
expansion of the business and does not expect to pay cash dividends in the
foreseeable future.
It is the belief of management that as the Company moves toward an active
trading status the ability to raise capital by stock issuance to effect its
business plan is enhanced.
The Company does not expect to purchase or sell any manufacturing
facilities or significant equipment over the next twelve months.
The Company does not foresee any significant changes in the number of its
employees over the next twelve months.
Item 3. CONTROLS AND PROCEDURES
Management continuously evaluates our internal controls and procedures and
believes that such controls and procedures are effective. There were no changes
in the Company's internal controls or in other factors that could have
significantly affected those controls subsequent to the date of the Company's
most recent evaluation.
9
PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other than the information stated below, SyndicationNet is not a party
to any litigation and management has no knowledge of any threatened or pending
litigation against it.
On November 26, 2001, Barry Pope ("Pope"), individually and as
a shareholder of Worldwide Forest Products, Inc. ("Worldwide") commenced
an action against Brian Sorrentino, Dale Hill, Worldwide Forest Products,
Inc., Kemper Pressure Treated Forest Products, Inc., Life2k.com, Inc.,
Algonquin Acquisition Corp., Generation Acquisition Corp., SyndicationNet.com,
Inc., Castle Securities Corporation and John Does 1-5, in the Circuit Court
of Madison County, Mississippi. In such action, Pope claims that stock he
owned and commissions owed to him by Worldwide should have been converted into
shares of the common stock of SyndicationNet.
Worldwide was a corporation organized under the laws of the State of
Mississippi that operated as a wood treatment company that worked exclusively
with creosite, a wood treatment chemical, for utility wood poles and products.
In 1997 the corporate charter of Worldwide expired and Worldwide no longer
conducts operations. In 1996, Pope entered into a consent order settlement with
Worldwide arising from claims brought by Pope against the former President of
Worldwide, David Wise, and Worldwide. Pursuant to such settlement, on November
8, 1996, Pope received 30,000 shares of Worldwide common stock and received
warrants, exercisable at $1.00 per share, to purchase 200,000 shares of
Worldwide common stock.
Worldwide never completed a public offering and, as such, Pope alleges
losses equal to the value of his Worldwide shares had Worldwide completed a
public offering, had such shares traded at a minimum of $5.00 per share and had
Pope been able to sell his securities equal to or in excess of $5.00. Pope
further alleges that certain defendants guaranteed the obligations of Worldwide
in the amount of $2,060,000 and alleges that all shareholders of Worldwide were
provided an opportunity by Worldwide to convert shares of Worldwide common stock
into shares of common stock of Syndication.
Finally, Pope alleges that Brian Sorrentino orally guaranteed payment
to Pope in the amount of $200,000 representing commissions to be paid to Pope if
and when Pope provided a $2,000,000 loan for Worldwide, which loan was never
received. Pope is seeking compensatory and punitive damages in an amount to be
determined at trial, plus an award of reasonable costs, attorneys' fees and
expenses, pre-judgement and post-judgement interest, and any other relief to
which Pope may be entitled. SyndicationNet believes that Pope's claim is without
merit and SyndicationNet has engaged counsel to vigorously defend against the
action.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
The Company filed a registration statement for the sale of 561,500
shares of its common stock owned by certain of its securityholders. The
registration statement was effective on July 12, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
No exhibits are required to be filed with this quarterly report.
(b) Reports on Form 8-K
None
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 by
the undersigned thereunto duly authorized.
SYNDICATIONNET.COM, INC.
By: /s/Vance Hartke
_________________________________
President
Dated: November 12, 2002
By: /s/Cynthia White
__________________________________
Chief Financial Officer
Dated: November 12, 2002
CERTIFICATIONS 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 of SyndicationNet.com, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),we
the undersigned, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 3(a) or 15(d) of
the Securities and 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.
By: /s/Vance Hartke
_________________________________
Chief Executive Officer
Dated: November 12, 2002
By: /s/Cynthia White
__________________________________
Chief Financial Officer
Dated: November 12, 2002
CERTIFICATION PURSUANT TO
-------------------------
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
---------------------------------------------
I, Vance Hartke, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Diversified Product Inspections, 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 we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, 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 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 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.
By: /s/Vance Hartke
_________________________________
Chief Executive Officer
Dated: November 12, 2002
CERTIFICATION PURSUANT TO
-------------------------
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
---------------------------------------------
I, Cynthia White, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Diversified Product Inspections, 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 we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, 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 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 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.
By: /s/Cynthia White
_________________________________
Chief Financial Officer
Dated: November 12, 2002