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: March 31, 2003
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 May 20, 2003: 6,394,000 shares of common
stock, par value $.001 per share.
INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at March 31, 2003 (unaudited) . . . . . 1
Condensed Consolidated Statements of Operations for the Three Months
and Nine Months Ended March 31, 2003 and 2002 (unaudited) . . . . . . . . . 2
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 2003 and 2002 (unaudited) . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements (unaudited) . . . . 4-5
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations . . . . . . . . . . 6-9
PART II. OTHER INFORMATION
Signatures . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 11
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2003
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
March 31,
2003
-------------------
Current assets:
Cash $ 213
Accounts receivable 75,726
Inventory 51,522
Total current assets 127,461
Property and equipment, net 10,001
Intangible assets, net 11,368
Total assets $ 148,830
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 31,317
Due to related parties 620
Accrued expenses 83,038
Current portion of long-term debt 58,408
Loan payable - related party 446,246
Total current liabilities 619,629
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, $.01 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 (4,458)
Accumulated deficit (608,411)
Total stockholders' deficit (472,461)
Total liabilities and stockholders' deficit $ 148,830
See accompanying notes to condensed consolidated financial statements.
- 1 -
ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
- --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
March 31, March 31,
---------------------------- ---------------------------
2003 2002 2003 2002
------------- ------------ ----------- ------------
Sales ...................................... $ 80,209 $ 1,715 $ 164,290 $ 31,499
Cost of goods sold ......................... 32,193 1,802 84,551 20,949
Gross profit (loss) ........................ 48,016 (87) 79,739 10,550
Selling, general and administrative expenses 67,544 87,435 157,956 196,157
Income (loss) from operations .............. (19,528) (87,522) (78,217) (185,607)
Other income (expense):
Interest income ........................ -- -- -- 226
Interest expense ....................... (6,833) (7,096) (24,025) (15,668)
Total other income (expense) ....... (6,833) (7,096) (24,025) (15,442)
Net income (loss) .......................... $ (26,361) $ (94,618) $ (102,242) $ (201,049)
Net loss per share ......................... $ (0.00) $ (0.02) $ (0.02) $ (0.03)
Weighted average shares outstanding ........ 6,394,000 6,236,000 6,366,105 6,236,000
See accompanying notes to condensed consolidated financial statements.
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ANAGRAM PLUS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
- --------------------------------------------------------------------------------
Nine Months Ended
March 31,
------------------------------------
2003 2002
----------------- ---------------
Cash flows from operating activities:
Net loss $ (102,242) $(201,049)
Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
Depreciation and amortization 5,557 5,339
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (70,192) (3,335)
Inventory 6,034 (70,684)
Increase (decrease) in:
Accounts payable 16,806 (3,413)
Accrued expenses 27,090 15,408
Due to related parties (21,795) 1,353
Net cash provided by (used in) operating activities (138,742) (256,381)
Cash flows from investing activities:
Proceeds from issuance of common stock 33,000 -
Net assets of acquisition - 83,779
----------------- ---------------
Net cash provided by investing activities 33,000 83,779
----------------- ---------------
Cash flows from financing activities:
Proceeds from loan from related party 42,250 206,247
Repayment to related party (8,000) -
Costs associated with Form SB-2 filing - (14,551)
Addition of debt 18,920 -
Repayment of debt (1,669) (3,164)
Net cash provided by financing activities 51,501 188,532
Effect of exchange rate changes on cash 2,673 (9,130)
Net decrease in cash (51,568) 6,800
Cash at beginning of period 51,781 539
Cash at end of period $ 213 $ 7,339
Supplementary disclosure of cash activities:
Interest paid $ 2,190 $ 440
Non-cash disclosures of investing and financing activities:
Purchase of additional interest in exchange
for advance for related party $ 2,020 -
Issuance of stock to related party for partial
reduction of note payable balance $106,000 -
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ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
- -------------------------------------------------
Anagram Plus, Inc. (the Company), a subsidiary of ADC Development Corp., is a
51% owner of the Canadian company Prodijeux, Inc. (subsidiary). The accompanying
consolidated financial statements represent those of the Company and its
subsidiary.
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, 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 nine months ended March 31, 2003 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.
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NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of an unsecured promissory note executed between the Company and
its parent, the parent loaned the Company $42,250 during the period ended March
31, 2003. 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 March 31, 2003. At March 31, 2003, the Company
had an outstanding principal balance of $446,246 and $47,465 in accrued
interest.
NOTE 4 - CURRENCY RATES
- -----------------------
For the purpose of conversion from Canadian Dollars to U.S. Dollars, the end of
the month and three and nine month average exchange rates were used, where
applicable. The rate, as quoted in the Wall Street Journal, was $0.6797 Canadian
Dollars to 1 U.S. Dollars at March 31, 2003 and $0.6271 at March 31, 2002.
The average rates for the three months ended March 31, 2003 and 2002 were
$0.6621 and $0.6274, respectively. The average rates for the nine months ended
March 31, 2003 and 2002 were $0.64651 and $0.6361, respectively.
- 5 -
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 March 31, 2003 and 2002 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.
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RESULTS OF OPERATIONS
Comparison of Nine Months Ended March 31, 2003 and 2002
REVENUES
During the nine months ended March 31, 2003, the Company made sales of $164,290
as compared to $31,499 of sales for the nine months ended March 31, 2002. This
represents an increase of $132,791 over the same period in the prior year. The
Company sold approximately 7,851 units of WordXchange and 4,305 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 March 31, 2003 was $84,551
as compared to $20,949 for the period ended March 31, 2002. The increase in
costs is attributable to the increase of units sold during the nine months ended
March 31, 2003. The gross profit for the period ended March 31, 2003 was $79,739
as compared to a gross profit of $10,550 for the period ended March 31, 2002.
OPERATING EXPENSES
The Company's salary expense decreased $27,818 or 49% to $28,537 for the nine
months ended March 31, 2003 from $56,355 for the nine months ended March 31,
2002. 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 $47,481 or 80% to $11,992 for the
nine months ended March 31, 2003 from $59,473 for nine months ended March 31,
2002. 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 March 31, 2003
increased $37,068 or 224% to $53,590 as compared to $16,522 for the period ended
March 31, 2002. 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 March 31, 2003 increased $16,863 to
$21,000 as compared to $4,137 for the period ended March 31, 2002. Management is
implementing its marketing efforts in promoting its products in conventions and
promotions to increase its sales pace.
INTEREST EXPENSE
Interest expense increased $8,357 or 53%, to $24,025 for the period ended March
31, 2003 from $15,668 for the period ended March 31, 2002. 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 $102,242 for the nine
months ended March 31, 2003 as compared to $201,050 for the period ended March
31, 2002.
Comparison of Three Months Ended March 31, 2003 and March 31, 2002
REVENUES
During the three months ended March 31, 2003, the Company made sales of $80,209
as compared to $1,715 of sales for the three months ended March 31, 2002. This
represents an increase of $78,494 over the same period in the prior year. The
Company sold approximately 3,492 units of WordXchange and 2,574 units of
WordXchange Junior in the three months ended March 31, 2003.
- 7 -
COST OF GOODS SOLD
The Company's cost of goods sold for the three months ended March 31, 2003 was
$32,193 as compared to $1,802 for the period ended March 31, 2002. The increase
in costs is attributable to the increase of units sold during the three months
ended March 31, 2003. The gross profit for the period ended March 31, 2003 was
$48,016 as compared to a gross loss of $87 for the period ended March 31, 2002.
OPERATING EXPENSES
Consulting expense for the period decreased by $13,559 or 68% to $6,282 for the
three months ended March 31, 2003 from $19,841 for three months ended March 31,
2002. 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 $9,392 or 47% to $10,641 for the three
months ended March 31, 2003 from $20,033 for the three months ended March 31,
2002. 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.
Promotion expense for the period ended March 31, 2003 increased $7,825 to $8,678
as compared to $853 for the period ended March 30, 2002. Management is
implementing its marketing efforts in promoting its products in conventions and
promotions to increase its sales pace.
INTEREST EXPENSE
Interest expense decreased slightly to $6,833 from $7,096 for the three months
ended March 31, 2002. This increase can be attributed to a smaller loan
outstanding balance with 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 $26,361 for the
three months ended March 31, 2003 as compared to $94,618 for the same period
ended March 31, 2002.
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 sources, and,
if there are positive cash flows, from 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 $112,000 is still
available to 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 and
Exchange of 1933. The ability of the Company to achieve its funding requirements
is dependent upon the success of the public 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 public offering. We have raised $139,000 under the terms of the
public offering in the nine months period ended March 31, 2003.
Anagram intends to satisfy Prodijeux's working capital requirements principally
through issuance of debt and equity securities. As of March 31, 2003 Anagram had
a negative working capital of $492,168.
- 8 -
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 private 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 March 31, 2003 ADC
Development Corp. has loaned Anagram $4346,246. Depending upon the amount of
money raised through the on-going offering of the common shares under Regulation
S of the Securities Act of 1933 as amended, 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 General Counsel and Secretary. Based upon that
evaluation, they 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.
-9-
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.
- 10 -
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 May 19, 2003.
ANAGRAM PLUS, INC.
By: /s/ Paul Michelin
---------------------------
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
- -------------------------------- May 19, 2003
Robert Michelin, Secretary & Director
- 11 -
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: May 19, 2003
/s/ Paul Michelin
-----------------------------------
Paul Michelin, President, CEO and
CFO/Principal Accounting Officer
Sworn to before me this
19th day of May 19, 2003
/s/ Janet L. Farnan
- ---------------------------
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 September 30, 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: May 19, 2003
/s/ Paul Michelin
----------------------------------------
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 and has not been filed as part of the Report or as a
separate disclosure document.
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