FORM 10-QSB
U.S. Securities and Exchange Commission
Washington D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended: DECEMBER 31, 2002
Commission file number: 333-58720
ANAGRAM PLUS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-1045323
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
2700 N. MILITARY TRAIL, SUITE 100
BOCA RATON, FL 33431
(Address of principal executive offices)
(Zip Code)
(561) 241-3621
(Registrant's telephone number, including area code)
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.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of February 10, 2003: 6,394,000 shares of common
stock, par value $.001 per share.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at December 31, 2002 (unaudited) . . 2
Condensed Consolidated Statements of Operations for the Three Months
and Six Months Ended December 31, 2002 and 2001 (unaudited) . . . . . . . 3
Condensed Consolidated Statement of Stockholders' Equity for
the Three Months Ended December 31, 2002 (unaudited) . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for
And Six Months Ended December 31, 2002 and 2001 (unaudited) . . . . . . . 5
Notes to Condensed Consolidated Financial Statements (unaudited) . . . . 6-7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations . . . . . . . . . . 8-10
ITEM 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . .. .11
PART II. OTHER INFORMATION
Signatures . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 13
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
------
December 31,
2002
-------------
Current assets:
Cash $ 13,319
Accounts receivable 13,176
Inventory 76,947
-------------
Total current assets 103,442
-------------
Property and equipment, net 10,338
Intangible assets, net 11,381
-------------
Total assets $ 125,161
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable $ 24,428
Due to related parties 620
Accrued expenses 76,150
Current portion of long-term debt 36,324
Loan payable - related party 438,746
-------------
Total current liabilities 576,268
-------------
Long-term debt, net of current portion 1,662
Stockholders' deficit:
Preferred stock, $.01 par value; 2,000,000 shares authorized; -
none issued
Common stock, $.001 par value; 20,000,000 shares authorized
6,394,000 shares issued and outstanding 6,394
Additional paid-in-capital 134,014
Foreign currency adjustment (11,127)
Accumulated deficit (582,050)
-------------
Total stockholders' deficit (452,769)
-------------
Total liabilities and stockholders' deficit $ 125,161
=============
See accompanying notes to condensed consolidated financial statements.
- 2 -
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
December 31, December 31,
--------------------------- -------------------------------
2002 2001 2002 2001
------------ ------------ ------------- -------------
Sales $ 55,697 $ 29,227 $ 84,081 $ 29,783
Cost of goods sold 40,916 32,572 52,358 33,686
------------ ------------ ------------- -------------
Gross profit (loss) 14,781 (3,345) 31,723 (3,903)
Selling, general and administrative expenses:
Advertising - 2,665 - 2,665
Amortization 769 (4,760) 1,548 376
Consulting 3,731 20,617 5,710 39,632
Delivery and shipping - 339 - 1,727
Depreciation 1,002 528 2,016 2,336
Employee benefits 254 2,175 912 2,890
Equipment rental 137 466 276 1,854
Insurance 213 328 866 1,114
Professional fees 23,737 4,224 37,995 8,937
Promotion 10,425 3,490 12,323 3,490
Rent 1,674 1,632 3,260 3,718
Salaries 8,031 17,830 17,896 34,803
Telephone 482 517 925 1,104
Travel 2,800 2,055 2,981 7,819
Other expenses 3,106 4,134 3,703 6,127
------------ ------------ ------------- -------------
Total selling, general and
administrative expenses 56,361 56,240 90,411 118,592
------------ ------------ ------------- -------------
Income (loss) from operations (41,580) (59,585) (58,688) (122,495)
Other income (expense):
Interest income - 225 - 225
Interest expense (8,032) (5,048) (17,193) (9,491)
------------ ------------ ------------- -------------
Total other income (expense) (8,032) (4,823) (17,193) (9,266)
------------ ------------ ------------- -------------
Net income (loss) $ (49,612) $ (64,408) $ (75,881) $ (131,761)
============ ============ ============= =============
Net loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.02)
============ ============ ============= =============
Weighted average shares outstanding 6,347,750 6,236,000 6,301,864 6,236,000
============ ============ ============= =============
See accompanying notes to condensed consolidated financial statements.
- 3 -
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
(UNAUDITED)
Accumulated
Common Stock Additional Other
------------------------ Paid-In Comprehensive Accumulated
Shares Amount Capital Income Deficit Total
------------ ---------- ----------- ------------- ------------- ------------
Balance at September 30, 2002 6,249,000 $ 6,249 $ 8,159 $ (11,181) $ (532,438) $ (529,211)
Stock issued for partial reduction of note payable 106,000 106 105,894 - - 106,000
Stock issuance for cash 20,000 20 19,980 - - 20,000
Stock Subscribed 19,000 19 18,981 - - 19,000
Stock Subcriptions Receivable (19,000) - - (19,000)
Net loss for the period - - - - (49,612) (49,612)
Foreign currency adjustment - - - 54 - 54
- - - --- -- --
Balance at December 31, 2002 6,394,000 $ 6,394 $ 134,014 $ (11,127) $ (582,050) $ (452,769)
========== ======== ========== ========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
- 4 -
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)
Six Months Ended
December 31,
------------------------------
2002 2001
------------- --------------
Cash flows from operating activities:
Net loss $ (75,881) $ (131,761)
Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
Depreciation and amortization 3,564 3,221
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (7,642) (11,051)
Inventory (19,391) (34,993)
Increase (decrease) in:
Accounts payable 9,916 (5,658)
Accrued expenses 20,203 9,051
Due to related parties (21,795) 193
------------- --------------
Net cash provided by (used in) operating activities (91,026) (170,998)
------------- --------------
Cash flows from financing activities:
Proceeds from loan from related party 34,750 138,498
Cash flows from investing activities:
Proceeds from issuance of common stock 33,000 -
------------- --------------
Repayment to related party (8,000) -
Costs associated with Form SB-2 filing - (14,551)
Repayment of long term debt (3,165) (3,164)
------------- --------------
Net cash provided by financing activities 56,585 120,783
------------- --------------
Effect of exchange rate changes on cash (4,021) (2,581)
Net decrease in cash (38,462) (52,796)
Cash at beginning of period 51,781 57,238
------------- --------------
Cash at end of period $ 13,319 $ 4,442
============= ==============
Supplementary disclosure of cash activities:
Interest paid $ 2,190 $ 440
============= ==============
Non-cash disclosures of investing and financing activities:
Purchase of additional interest in subsidiary in
exchange for advance from related party $ 2,020 $ -
============= ==============
Issuance of stock to related party for partial
reduction of note payable balance $ 106,000 $ -
============= ==============
See accompanying notes to condensed consolidated financial statements.
- 5 -
ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
- -------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF BUSINESS
- --------------------------------
Anagram Plus, Inc., a subsidiary of ADC Development Corp., is a 51% owner of the
Canadian company Prodijeux, Inc. The accompanying condensed consolidated
financial statements represent those of Anagram Plus, Inc. and its subsidiary
(collectively, the Company).
The Company specializes in the creation and development of interactive
education/entertainment products in the form of traditional family board games.
The first game in this line of products is "WordXchange", which is available in
adult and junior editions, as well as being available in the French and English
languages. The games will be distributed through department stores, toy
specialty stores and bookstores and the internet.
NOTE 2 - BASIS OF PRESENTATION
- ------------------------------
The accompanying condensed consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Regulation S-B. . Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the management of the Company, the
accompanying unaudited financial statements contain all the adjustments (which
are of a normal recurring nature) necessary for a fair presentation. Operating
results for the six months ended December 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2003. For further information, refer to the financial statements and the
footnotes thereto contained in the Company's Annual Report on Form 10-KSB, file
number 333-58720, for the year ended June 30, 2002, as filed with the Securities
and Exchange Commission.
The accompanying condensed consolidated financial statements were prepared
assuming that the Company will continue as a going concern. This basis of
accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of operations. The
Company's ultimate ability to attain profitable operations is dependent upon
obtaining additional financing or to achieve a level of sales adequate to
support its cost structure.
Accordingly, there are no assurances that the Company will be successful in
achieving the above plans, or that such plans, if consummated, will enable the
Company to obtain profitable operations or continue as a going concern.
NOTE 3 - COMMON STOCK
- ---------------------
During the period ended December 31, 2002 the Company sold 13,000 shares under
the Form SB-2 registration statement for a total of $13,000, net of costs
incurred.
In addition, the Company issued 145,000 shares under the registration statement
for a total of $145,000.
Of the 145,000 shares sold, 106,000 shares, for a total of $106,000, were
purchased by the Company's President. In lieu of cash payment for the shares,
the President's company, FMC Group, Inc., reduced the principal amount of its
note receivable from ADC Development Corp., which is the parent company of
Anagram Plus, Inc. ADC Development Corp., in turn, agreed to reduce the
principal balance of its note receivable from Anagram Plus, Inc. by the same
amount of $106,000.
The remaining 39,000 shares issued were sold to various individuals for a total
of $39,000. The Company is awaiting payment of $19,000 for 19,000 of the shares.
-6-
ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
- -------------------------------------------------------------------------------
NOTE 4 - RELATED PARTY TRANSACTIONS
Under the terms of an unsecured promissory note executed between the Company and
its parent, the parent loaned the Company $34,750 during the period ended
December 31, 2002. The interest rate of this note is 6% per year and the
interest began to accrue on the unpaid balance beginning as of February 28,
2001. The unpaid principal and interest balance are due on June 30, 2003. The
Company repaid $8,000 during the period ended December 31, 2002. At December 31,
2002, the Company had an outstanding principal balance of $438,746 and $40,950
in accrued interest. As discussed in note 3, the parent reduced the principal
balance on the loan by $106,000 in connection with the sale of common stock.
NOTE 5 - CURRENCY RATES
For the purpose of conversion from Canadian Dollars to U.S. Dollars, the end of
the month and three and six month average exchange rates were used, where
applicable. The rate, as quoted in the Wall Street Journal, was $0.6344 Canadian
Dollars to 1 U.S. Dollars at December 31, 2002 and $0.6287 at December 31, 2001.
The average rates for the three months ended December 31, 2002 and 2001 were
$0.6369 and $0.6343, respectively. The average rates for the six months ended
December 31, 2002 and 2001 were $0.6389 and $0.6403, respectively.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Quarterly Report on Form 10-QSB contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included in or incorporated by
reference in to this Form 10-QSB, are forward-looking statements. In addition,
when used in this document, the words "anticipate," "estimate," "project" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are subject to certain risks, uncertainties and
assumptions including risks relating to our limited operating history and
operations losses; significant capital requirements; development of markets
required for successful performance by the Company as well as other risks
described in our registration statement on Form SB-2, as well as in this report
on Form 10-QSB. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. Although we believe
that the expectations we include in such forward-looking statements are
reasonable, we cannot assure you that these expectations will prove to be
correct. The following discussion and analysis should be read in conjunction
with the unaudited financial statements contained in Part I, Item 1, and the
related notes.
CRITICAL ACCOUNTING POLICIES
The preparation of our condensed consolidated financial statements requires us
to make estimates and assumptions that affect the reported amounts. The
estimates and assumptions are evaluated on an on-going basis and are based on
historical experience and on various other factors that are believed to be
reasonable. Estimates and assumptions include, but are not limited to, fixed
asset lives, intangible assets, income taxes, and contingencies. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The Company believes
the following critical accounting policies affect its more significant judgments
and estimates used in the preparation of the condensed consolidated financial
statements.
PRINCIPLES OF CONSOLIDATION
The unaudited condensed consolidated financial statements included in this
filing for the periods ended December 31, 2002 and 2001 include our accounts and
our subsidiary, Prodijeux Inc. (sometimes hereinafter referred to jointly as the
"Company"). All significant intercompany accounts and transactions have been
eliminated.
MINORITY INTEREST
Under generally accepted accounting principles when losses applicable to the
minority interest in a subsidiary exceed the minority interest in the equity
capital of the subsidiary, the excess is charged to the majority interest since
there is no obligation of the minority interest to make good on such losses. We
have, therefore, included losses applicable to the minority interest against our
interest since the minority owners have no obligation to make good on the
losses. If future earnings do materialize, we shall be credited to the extent of
such losses previously absorbed.
REVENUE RECOGNITION
Revenue is recognized on sales of products when the customer receives title to
goods and collectibility is reasonably assured, generally upon delivery.
- 8 -
RESULTS OF OPERATIONS
Comparison of Six Months Ended December 31, 2002 and December 31, 2001
REVENUES
During the six months ended December 31, 2002, the Company made sales of $84,081
as compared to $29,227 of sales for the six months ended December 31, 2001. This
represents an increase of $54,854 over the same period in the prior year. The
Company sold approximately 7,851 units of WordXchange and 1,633 units of
WordXchange junior, with the majority of the products sold being shipped to the
United States and Canada. Sales were made to several toy and game retailers and
distributors. The Company is continuing to negotiate with different retailers
and distributors in order to increase sales space. Management believes that the
Company is increasing its effectiveness with respect to its efforts as we are
continuing to take orders for the games.
COST OF GOODS SOLD
The Company's cost of goods sold for the period ended December 31, 2002 was
$52,358 as compared to $33,686 for the period ended December 31, 2001. The
increase in costs is attributable to the increase of units sold during the six
months ended December 31, 2002. The gross profit for the period ended December
31, 2002 was $31,723 as compared to a gross loss of $3,903 for the period ended
December 31, 2001.
OPERATING EXPENSES
The Company's salary expense decreased $16,907 or 49% to $17,896 for the six
months ended December 31, 2002 from $34,803 for the six months ended December
31, 2001. The decrease in salaries can be attributed to the fact that our
Creative Vice President is no longer receiving a salary and his services are
being used on an as needed basis. Management anticipates that if sales begin to
increase at a faster level the Company will need to hire a sales force and an
administrative staff as well as a production design staff. Those functions are
currently being performed by the President of Prodijeux and by independent sales
representatives.
Consulting expense for the period decreased by $33,922 or 86% to $5,710 for the
six months ended December 31, 2002 from $39,632 for six months ended December
31, 2001. This decrease is a direct result of management's decision to cease
using a consultant who assisted with the marketing and distribution of
WordXchange . Management has not made a decision as to the feasibility of
obtaining the services of another consultant. We believe the consulting fees
will remain at the same level for the foreseeable future.
The Company's expense for professional fees for the period ended December 31,
2002 increased $29,058 or 325% to $37,995 as compared to $8,937 for the period
ended December 31, 2001. This increase can be directly attributed to the
inclusion of auditing fees incurred for the audit of the year ended June 30,
2002. This line item also includes legal and accounting expenses, and transfer
agent fees incurred as part of being a public company in the normal course of
business.
Promotion expense for the period ended December 31, 2002 increased $8,833 to
$12,323 as compared to $3,490 for the period ended December 30, 2001. Management
is implementing its marketing efforts in promoting its products in convention
and promotion to increase its sales pace.
INTEREST EXPENSE
Interest expense increased $7,702 or 81%, to $17,193 for the period ended
December 31, 2002 from $9,491 for the period ended December 31, 2001. This
increase can be attributed to the accrued interest charged by our parent
corporation, ADC Development Corp., under the terms of an unsecured promissory
note. Under the terms of this note interest began to accrue on the unpaid
principal balance on February 28, 2001. As the Company continues receiving funds
from its parent the corresponding accrued interest increases.
NET LOSS
As a result of the foregoing, we reported a net loss of $75,881 for the six
months ended December 31, 2002 as compared to $131,761 for the period ended
December 31, 2001.
Comparison of Three Months Ended December 31, 2002 and December 31, 2001
REVENUES
During the three months ended December 31, 2002, the Company made sales of
$55,697 as compared to $29,227 of sales for the three months ended December 31,
2001. This represents an increase of $26,470 over the same period in the prior
year. The Company sold approximately 5,610 units of WordXchange and 1,633 units
of WordXchange Junior in the three months ended December 31, 2001.
-9-
COST OF GOODS SOLD
The Company's cost of goods sold for the three months ended December 31, 2002
was $40,916 as compared to $32,572 for the period ended December 31, 2001. The
increase in costs is attributable to the increase of units sold during the three
months ended December 31, 2002. The gross profit for the period ended December
31, 2002 was $14,781 as compared to a gross loss of $3,345 for the period ended
December 31, 2001.
OPERATING EXPENSES
Consulting expense for the period decreased by $16,886 or 82% to $3,731 for the
three months ended December 31, 2002 from $20,617 for three months ended
December 31, 2001. This decrease is a direct result of management's decision to
cease using a consultant who assisted with the marketing and distribution of
WordXchange .
The Company's salary expense decreased $9,799 or 55% to $8,031 for the three
months ended December 31, 2002 from $17,830 for the three months ended December
31, 2001. The decrease in salaries can be attributed to the fact that our
Creative Vice President is no longer receiving a salary and his services are
being used on an as needed basis. Those functions are currently being performed
by the President of Prodijeux and by independent sales representatives.
The Company's expense for professional fees for the period ended December 31,
2002 increased $19,513 or 462% to $23,737 as compared to $4,224 for the period
ended December 31, 2001. This increase is a reflection of the expenses incurred
in meeting the regulatory requirements of being a public company in 2002.
Promotion expense for the period ended December 31, 2002 increased $6,935 to
$10,425 as compared to $3,490 for the period ended December 30, 2001. Management
is implementing its marketing efforts in promoting its products in convention
and promotion to increase its sales pace.
INTEREST EXPENSE
Interest expense increased $2,984 or 59%, to $8,032 for the three months ended
December 31, 2002 from $5,048 for the same period ended December 31, 2001. This
increase can be attributed to the accrued interest charged by our parent
corporation, ADC Development Corp., under the terms of an unsecured promissory
note. Under the terms of this note interest began to accrue on the unpaid
principal balance on February 28, 2001. As the Company continues receiving funds
from its parent the corresponding accrued interest increases.
NET LOSS
As a result of the foregoing, we reported a narrower net loss of $41,580 for the
three months ended December 31, 2002 as compared to $59,585 for the same period
ended December 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's auditors stated in their reports on the financial statements of
the Company for the years ended June 30, 2002 (consolidated) and June 30, 2001
that the Company has had recurring losses from operations and negative cash
flows from operations which raise substantial doubt about our ability to
continue as a going concern.
Management believes that resources will be available from private and operating
sources in 2003 to continue the marketing of the Company's products. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Management has established plans intended to increase the sales of the Company's
products. The Company has a commitment from its parent, ADC Development Corp.,
for funds in the amount of $750,000, of which approximately $311,254 is still
due the Company. These funds will be loaned to Prodijeux as needed. In addition,
the funds will also be used to cover Anagram's operating expenses. As
Prodijeux's need for additional funding decreases, Anagram's cash requirements
will also decrease. The Company is intending to raise additional funds through
the offering of the common shares under Regulation S of the Securities Act of
1933, as amended. The ability of the Company to achieve its funding
requirements is dependent upon the success of the offering and the ability of
ADC to fulfill its commitment.
We have incurred losses since our inception and have negative cash flows from
operations. Until Prodijeux can produce cash flow from its continuing operations
the Company's main sources of cash will continue to be its loan from its parent
corporation, ADC Development Corp. and any additional investment capital raised
through our planned Regulation S offering. We have raised $139,000 under the
terms of a public offering in the quarter ended December 31, 2002, which
offering was terminated on December 17, 2002.
Anagram intends to satisfy Prodijeux's working capital requirements principally
through issuance of debt and equity securities. As of December 31, 2002 Anagram
had a negative working capital of $472,826.
-10-
With respect to Prodijeux's liquidity requirements for the next 12 months,
Anagram Plus believes that the cash flow generated from Prodijeux's future
operations and sales of WordXchange(R) and WordXchange(R) Junior Edition will
complement its current cash position, as supplemented by Anagram, and Anagram
further believes that it will be able to satisfy any liquidity needs that may
arise by short term financing. If the need arises, Anagram currently
contemplates seeking additional financing or conducting a offering in
order to satisfy Prodijeux's additional cash requirements and any obligations it
may have.
Currently Anagram receives its funding primarily from its parent, ADC
Development Corp. ADC Development Corp. has committed to loan Anagram up to
$750,000 pursuant to the terms of a promissory note. As of December 31, 2002 ADC
Development Corp. has loaned Anagram $438,746. Depending upon the amount of
money raised through the planned Regulation S offering, Anagram may need
additional financing for funding Prodijeux's operations during the next twelve
months.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chairman, President and and Secretary. Based upon that evaluation, it
was concluded that the Company's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to satisfy
the Company's disclosure obligations under the Exchange Act.
-11-
Changes in internal controls
- ----------------------------
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.
PART II. OTHER INFORMATION
None.
-12-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 19, 2003.
Anagram Plus, Inc.
/s/ Paul Michelin
By:__________________________
Paul Michelin, President, CEO
& CFO/Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacity and on the date
indicated.
/s/ Robert Michelin
- -------------------------------- February 19, 2003
Robert Michelin, Secretary & Director
-13-
Statement Under Oath Regarding Facts and Circumstances Relating to Exchange Act
Filings
I, Paul Michelin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Anagram Plus, 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 wade, 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 l3a-14 and 15d-l4) 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 data 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 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 weakness.
Date: February 19, 2003
/s/ Paul Michelin
-----------------------------------
Paul Michelin, President, CEO and
CFO/Principal Accounting Officer
Sworn to before me this
19th day of February 2003
/s/ Janet L. Farnan
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Notary Public
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CERTIFICATION PURSUANT TO
18 US.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Anagram Plus, Inc. (the Company) on
Form 10-QSB for the quarter ended December 31, 2002 filed with the Securities
and Exchange Commission (the "Report"), I, Paul Michelin, 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 13(a) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates
presented and consolidated result of operations of the Company for the period
presented.
Dated: February 19, 2003
/s/ Paul Michelin
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Paul Michelin
Chief Executive Officer and
Chief Financial Officer
This certification has been furnished solely pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
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