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
March 31, 2003
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 March 31, 2003
Common Stock, $0.0001 10,845,750 shares
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNDICATION NET.COM, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND DECEMBER 31, 2002
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2003 2002
------------------ ------------------
(Unaudited)
CURRENT ASSETS
Cash $ 112 $ 31
Accounts receivable, net 535,438 -
------------------ ------------------
Total Current Assets 535,550 31
------------------ ------------------
PROPERTY AND EQUIPMENT - NET - -
------------------ ------------------
TOTAL ASSETS $ 535,550 $ 31
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 701,444 $ 179,314
Accounts payable - related party (Note 3) 539,788 -
Notes payable - related party 109,081 109,000
Interest payable - related party 51,259 47,989
------------------ ------------------
Total Current Liabilities 1,401,572 336,303
------------------ ------------------
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, 10,845,750 and 10,795,750 shares
issued and outstanding 1,084 1,079
Additional paid-in capital 855,743 805,748
Deferred fees (50,000) -
Accumulated deficit (1,672,849) (1,143,099)
------------------ ------------------
Total Stockholders' Equity (Deficit) (866,022) (336,272)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 535,550 $ 31
================== ==================
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
March 31,
2003 2002
------------------- ------------------
SALES
Wood treatment revenue $ 2,022,275 $ 2,053,678
Consulting 1,750 500
------------------ ------------------
Total Sales 2,024,025 2,054,178
------------------ ------------------
COST OF GOODS SOLD 2,008,787 2,040,181
------------------ ------------------
GROSS MARGIN 15,238 13,997
------------------ ------------------
OPERATING EXPENSES
Depreciation - 228
General and administrative 541,718 22,391
------------------ ------------------
Total Operating Expenses 541,718 22,619
------------------ ------------------
OPERATING LOSS (526,480) (8,622)
------------------ ------------------
OTHER (EXPENSES)
Interest expense (3,270) (3,150)
------------------ ------------------
Total Other (Expenses) (3,270) (3,150)
------------------ ------------------
LOSS BEFORE INCOME TAXES (529,750) (11,772)
------------------ ------------------
Income tax expense - -
------------------ ------------------
NET LOSS $ (529,750) $ (11,772)
================== ==================
BASIC LOSS PER SHARE $ (0.05) $ (0.00)
================== ==================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 10,797,757 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)
Common Stock Additional
---------------------------- Paid-In Deferred Accumulated
Shares Amount Capital Fees Deficit
------------- ------------- ------------ ------------- -------------
Balance, December 31, 2001 10,781,750 $ 1,078 $ 791,749 $ -
$ (1,164,405)
Common stock issued for services
at $1.00 per share 13,000 1 12,999 - -
Common stock issued for debt at
$1.00 per share 1,000 - 1,000 - -
Net income for the year ended
December 31, 2002 - - - - 21,306
------------- ------------- ------------ ------------- -------------
Balance, December 31, 2002 10,795,750 1,079 805,748 - (1,143,099)
Common stock issued for services
at $1.00 per share (Unaudited) 50,000 5 49,995 (50,000) -
Net loss for the three months ended
March 31, 2003 (Unaudited) - - - - (529,750)
------------- ------------- ------------ ------------- -------------
Balance, March 31, 2003 (Unaudited) 10,845,750 $ 1,084 $ 855,743 $ (50,000)
============= ============= ============ =============
$ (1,672,849)
The accompanying notes are an integral part of these consolidated financial statements.
4
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2003 and December 31, 2002
For the Three Months Ended
March 31,
2003 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (529,750) $ (11,772)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation - 228
Changes in operating assets and liabilities:
(Increase) in accounts receivable (535,438) (33,036)
Increase in accounts payable 1,061,918 37,984
Increase in accrued expenses 3,351 3,150
------------------ ------------------
Net Cash Provided (Used) by Operating Activities 81 (3,446)
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party - -
------------------ ------------------
Net Cash Provided by Financing Activities - -
------------------ ------------------
NET INCREASE (DECREASE) IN CASH 81 (3,446)
CASH, BEGINNING OF YEAR 31 3,516
------------------ ------------------
CASH, END OF YEAR $ 112 $ 70
================== ==================
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash Paid For:
Income taxes $ - $ -
Interest $ - $ -
Non-Cash Financing Activities
Common stock issued for deferred fees $ 50,000 $ -
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
March 31, 2003 and December 31, 2002
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, 2002 Annual Report on Form 10-KSB. Operating results
for the three months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2003.
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 $1,672,849 at March 31, 2003
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 seek growth by way of a merger or
acquisition. It is the belief that over the next 12 months that
Company will acquire at least one or more of acquisition
candidates. The acquisition process should provide capital,
revenue and incomes as a result. There is no assurance that the
Company will be successful in its acquisition efforts or in
raising the needed capital.
NOTE 3 - ACCOUNTS PAYABLE - RELATED PARTY
On April 7, 1999, the Company ratified its corporate service
consulting agreement with Source Management Services, Inc.
(Source), a related company owned by a significant shareholder.
Source is to oversee the general activities of the Company on a
day-to-day basis, develop and execute a business plan, and assist
6
SYNDICATION NET.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2003 and December 31, 2002
in other ongoing administrative issues. For the year ended
December 31, 2002, the Company agreed to pay Source a total of
$1,000. The Company has also agreed to award Source a bonus of 5%
of the outstanding shares of stock when the Company's securities
are traded on any United States stock exchange. The Company became
listed on the OTC Bulletin Board on March 5, 2003. On March 5,
2003, the Company had 10,795,750 shares outstanding,
NOTE 3 - ACCOUNTS PAYABLE - RELATED PARTY (Continued)
5% of which is 539,788. The Company has not issued the shares as
of March 31, 2003. The shares are valued at $1.00 per share,
consistent with other stock issuances for services, for a total
liability of $539,788. When the shares are issued, the liability
will be converted to equity.
7
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.
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.
The Company has historically incurred losses which has resulted in an
accumulated deficit. 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 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.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
FOR SYNDICATIONNET TOGETHER WITH ITS WHOLLY OWNED SUBSIDIARY, KEMPER PRESSURE
TREATED FOREST PRODUCTS, INC.
The Company's total sales from its wood treatment operations decreased to
$2,022,275 for the three months ended March 31, 2003, compared to $2,053,678 for
the three months ended March 31, 2002. The Company's consulting sales increased
to $1,750 for the three months ended March 31, 2003, compared to $500 for the
three months ended March 31, 2002. Total sales decreased to $2,024,025 for the
three months ended March 31, 2003 compared to $2,054,178 for the three months
ended March 31, 2002.
Cost of sales were $2,008,787 for the three months ended March 31, 2003,
compared to $2,040,181 for the three months ended March 31, 2002.
The net loss from continuing operations for the three months ended March
31, 2003, was $529,750 compared to net loss from operations of $11,772 for the
three months ended March 31, 2002.
Total current assets increased to $535,550 at March 31, 2003 from $31 at
December 31, 2002 due to an increase of the Company's accounts receivable.
Total current liabilities increased to $1,401,572 at March 31, 2003
from $336,303 at December 31, 2002 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
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 President and Principal Financial Officer. Based upon that
evaluation, he 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.
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 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. Brian Sorrentino, a shareholder of the Company, was the
chairman of the board, chief financial officer and majority shareholder of
Kemper and was also the chairman of the board, chief financial officer and
beneficial majority shareholder of Worldwide Forest Products, Inc. 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 an initial 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
effected. 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.
On May 2, 2002, the Circuit Court of Madison County, Mississippi, granted
the plaintiff's counsel motion to withdraw as counsel for the plaintiff.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
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
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
None
(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, (Principal Executive Officer)
Dated: May 18, 2003
By: /s/Cynthia White
__________________________________
Chief Financial Officer (Principal
Accounting Officer)
Dated: May 18, 2003
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 March 31, 2003, 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: May 18, 2003
By: /s/Cynthia White
__________________________________
Chief Financial Officer
Dated: May 18, 2003
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
Syndication Net.com, 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: May 18, 2003
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
SyndicationNet.com, 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: May 18, 2003