U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
POWERCHANNEL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0952186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16 North Main Street, Suite 395
New City, New York 10956
(Address of Principal Executive Offices)
(845)634-7979
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 13, 2003: 14,295,271 shares of common stock outstanding,
$0.01 par value.
Item 1. Financial Information
The financial statements set forth below have not been reviewed by the Company's
independent public accountants, Radin Glass & Co., LLP. The Company is currently
undertaking to have the review completed by its independent public accountants
in an expedited manner. The Company intends to make additional or supplemental
disclosure, if any, if such disclosure is indicated by such review.
POWERCHANNEL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, DECEMBER 31,
------------- ------------
2003 2002
---- ----
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (889) 117,696
Inventory 687,488 693,299
Prepaid Expenses and Advances 5,017 24,078
---------------------------
Total current assets 691,616 835,073
---------------------------
Property and equipment, net 18,997 34,977
Investment in PowerChannel Europe, PLC 630,483 611,025
---------------------------
1,341,096 1,481,075
---------------------------
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
Due to related parties 3,593,884 3,543,433
Accounts payable - other 765,222 697,755
Note Payable 112,000 112,000
---------------------------
Total Current Liabilities 4,471,106 4,353,188
Convertible Notes Payable 280,000 280,000
Stockholder's Deficit
Preferred Stock authorized 5,000,000 shares; issued -- --
and outstanding -0- shares
Common stock par value $.01 per share; authorized 95,000,000 133,164 112,121
shares, issued and outstanding 13,316,278 shares
Additional paid in capital 6,311,830 5,954,111
Subscription receivable (50,575) (50,575)
Accumulated other comprehensive income (loss) (256,416) (207,417)
Deficit accumulated during development stage (9,548,013) (8,960,353)
---------------------------
TOTAL STOCKHOLDERS' DEFICIT (3,410,010) (3,152,113)
---------------------------
1,341,096 1,481,075
---------------------------
Balance Sheet includes effects of merger of PowerChannel, Inc. and Sealant
Solutions, Inc.
The accompanying notes are an integral part of these financial statement
POWERCHANNEL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Period
NINE MONTHS ENDED NINE MONTHS ENDED July 8, 1998 (Inception)
September 30, 2003 September 30, 2002 to September 30, 2003
(Unaudited) (Unaudited) (Unaudited)
Gross License Fees - PowerChannel
Europe, PLC $ -- $ -- 1,894,348
Expenses reimbursed pursuant
to license agreement -- -- (1,884,348)
-----------------------------------------------------------
Net license income -- -- 10,000
SALES -- -- --
EXPENSES
Selling general and administrative 705,153 1,724,899 6,520,809
Write-down of equipment -- 29,799 95,000
Stock based compensation -- -- 165,500
Loss on investment in franchise -- -- 29,799
Loss on impairment of investment -- -- 250,000
-----------------------------------------------------------
TOTAL EXPENSES 705,153 1,754,698 7,061,108
Loss before income (loss) from PowerChannel Europe PLC (705,153) (1,754,698) (7,051,108)
-----------------------------------------------------------
Income (loss) from PowerChannel Europe, PLC 1,932 (50,000) (2,591,723)
OTHER INCOME (EXPENSE)
Interest income -- 7 541
Merger Costs -- -- (32,000)
Recovery of asset impairment 115,561 -- 115,561
Loss on Securities -- -- (10,226)
Other -- -- 20,942
-----------------------------------------------------------
TOTAL OTHER INCOME 115,561 7 94,818
NET INCOME (LOSS) BEFORE INCOME TAXES (587,660) (1,804,691) (9,548,013)
Income taxes
-----------------------------------------------------------
Net Income (loss) (587,660) (1,804,691) (9,548,013)
Statements of Operations include effects of merger of PowerChannel, Inc. and
Sealant Solutions, Inc.
The accompanying notes are an integral part of these financial statement
POWERCHANNEL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED THREE MONTHS ENDED
September 30, 2003 September 30, 2002
(Unaudited) (Unaudited)
Europe, PLC $ -- $ --
Expenses reimbursed pursuant
to license agreement -- --
---------------------------------
Net license income -- --
SALES -- --
EXPENSES
Selling general and administrative 524,200 283,408
Write-down of equipment -- --
Stock based compensation -- --
Loss on investment in franchise -- --
Loss on impairment of investment -- --
---------------------------------
TOTAL EXPENSES 524,200 283,408
Income (Loss) before income (loss) from PowerChannel Europe PLC (524,200) (283,408)
---------------------------------
Income (loss) from PowerChannel Europe, PLC 4,958 (1,633)
OTHER INCOME (EXPENSE)
Interest income -- 7
Merger Costs -- --
Recovery of asset impairment -- --
Loss on Securities -- --
---------------------------------
TOTAL OTHER INCOME -- 7
NET INCOME (LOSS) BEFORE INCOME TAXES (519,242) (285,034)
Income taxes
---------------------------------
Net Income (loss) (519,242) (285,034)
Statements of Operations include effects of merger of PowerChannel, Inc. and
Sealant Solutions, Inc.
The accompanying notes are an integral part of these financial statement
PowerChannel, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
(Unaudited)
Deficit
Accumulated Accumulated
during Other
Common Stock Additional Subscription Development Comprehensive Total
Shares Amount Paid in Capital Receivable Stage Income (Loss)
Balance at 12/31/02 11,212,052 112,121 5,954,111 (50,575) (8,960,353) (207,417) (3,152,113)
Net Loss (587,660) (587,660)
Other Comprehensive
Income (Loss)
Equity adjustment
from translation (48,999) (48,999)
Shares issued
subsequent to merger 2,104,226 21,043 357,719 378,762
-------------------------------------------------------------------------------------------------------
Balance at
September 30, 2003 13,316,278 133,164 6,311,830 (50,575) (9,548,013) (256,416) (3,410,010)
========================================================================================================
Statement of Equity includes effects of merger of PowerChannel, Inc. and Sealant
Solutions, Inc.
The accompanying notes are an integral part of these financial statement
POWERCHANNEL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED NINE MONTHS ENDED
September 30, 2003 September 30, 2002
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss (587,660) (1,804,691)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Intrinsic value of beneficial conversion
feature of convertible notes
Expense recorded on issuance of
stock for services 328,761 --
(Loss) income on investment in
PowerChannel Europe PLC (68,457) (16,200)
Loss on asset disposal
Depreciation 15,980 6,709
Change in current operating assets and liabilities
Decrease (increase) in inventory 5,811 (687,922)
Decrease (increase) in other assets 19,061 (220,844)
Due to PowerChannel Europe PLC
relating to operations
Increase in accounts payable - other 67,468 129,500
----------------------------------
Net cash used in operating activities (219,036) (2,593,448)
----------------------------------
Cash flows from investing activities
Purchases of property and
equipment Advances to related
parties Repayments for advances to
related parties Loans to related
parties Repayments from loans to
related parties
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issuance of common stock 50,000 338,209
Loans and advances from related parties 50,451 2,270,865
Proceeds from convertible notes
-------------------------------
Net cash provided by financing activities 100,451 2,609,074
Net increase (decrease) in cash (118,585) 15,626
Cash-beginning of period 117,696 78,686
Cash - end of period (889) 94,312
Statements of Cash Flow include effects of merger of PowerChannel, Inc. and
Sealant Solutions, Inc.
The accompanying notes are an integral part of these financial statement
POWERCHANNEL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Sealant
Solutions (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 of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of normal
recurring accruals) have been included. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Operating results expected for the nine months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. For further information, refer to the financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2002.
Note 2. Going Concern
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered recurring losses
amounting to approximately $9,548,013 since inception. The Company intends to
raise additional debt or equity financing to continue its operations if they are
unsuccessful they may be required to cease operations and/or file for
bankruptcy.
Note 3. New Accounting Policies
In November 2002, the FASB issued FIN No. 45, "Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees and
Indebtedness of Others," an interpretation of SFAS Nos. 5, 57 and 107, and
rescission of FIN No. 34,"Disclosure of Indirect Guarantees of Indebtedness of
Others." FIN No. 45 elaborates on the disclosures to be made by the guarantor in
its interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also requires that a guarantor recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The initial recognition and measurement
provisions of this interpretation are applicable on a prospective basis to
guarantees issued or modified after March 31, 2002; while, the provisions of the
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of such
interpretation on January 1, 2003 did not have a material impact on the
Corporation's results of operations, financial position or cash flows.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," an interpretation of Accounting Research Bulletin No. 51. FIN No. 46
requires that variable interest entities be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or is entitled to receive a majority of the entity's
residual returns or both. FIN No. 46 also requires disclosures about variable
interest entities that companies are not required to consolidate but in which a
company has a significant variable interest. The consolidation requirements of
FIN No. 46 will apply immediately to variable interest entities created after
January 31, 2003. The consolidation requirements will apply to entities
established prior to January 31, 2003 in the first fiscal year or interim period
beginning after June 15, 2003. The disclosure requirements will apply in all
financial statements issued after January 31, 2003. The Corporation has adopted
the provisions of FIN No. 46, such provisions have not had a material effect on
its results of operation, financial position or the related financial statement
disclosures.
In April 2003, the FASB issued Statements of Financial Accounting Standards No.
149 ("SFAS No. 149"), an amendment to SFAS No. 133. SFAS No. 149 clarifies under
what circumstances a contract with initial investments meets the characteristics
of a derivative and when a derivative contains a financing component. This SFAS
is effective for contracts entered into or modified after June 30, 2003.
Accounting for Financial Instruments - In May 2003, the FASB issued Statements
of Financial Accounting Standards No. 150 ("SFAS No. 150") "Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity". SFAS No. 150 established standards for how an issuer classifies and
measures in its statement of financial position certain financial instruments
with characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This SFAS is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. It is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS
No.150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The adoption of SFAS No. 150 will not have a
material effect on the financial statements. The Company adopted SFAS No. 150 in
June 30, 2003.
Note 4. Merger
On July 21, 2003 PowerChannel entered into a Stock Purchase and Share Exchange
Agreement whereby Sealant Solutions, Inc. acquired all of the outstanding shares
of PowerChannel, Inc. Under this agreement, Sealant agreed to issue shares equal
to 85% of the fully diluted outstanding shares (or 9,117,525 shares) of Sealant
Solutions, Inc. to PowerChannel, Inc. shareholders. Such shares are deemed
"restricted" as defined under the SEC Rule 144. Under the terms of the
agreement, Sealant Solutions is the acquiring company. The merger is to be
accounted for as a reverse merger, which effectively is a recapitalization of
the target company. Subsequent to the merger agreement, the surviving company
changed its name to PowerChannel, Inc. In connection with the Stock Purchase and
Share Exchange Agreement, Sealant Solutions, Inc. increased its authorized
common shares to 95,000,000 and preferred shares to 5,000,000 having a par value
of $.01.
Upon the closing date of the merger, the Company entered into an option
agreement with the CEO of Sealant. In exchange for consulting services, the
Company would issue common stock equal to 10% of the fully diluted outstanding
shares of Sealant. Such shares are restricted as defined under SEC Rule 144. The
Company will be granted options to purchase such shares under a right of first
refusal.
After the closing date of the merger, Michael Fasci shall remain on the Board of
Directors and Steven Lampert will be appointed to serve.
Note 5. Stock Incentive Plan
In July 2003, the Company created a 2003 Stock Incentive Plan which permits the
Company to make awards of stock options, stock appreciation rights, warrants,
dividend equivalents, stock awards, restricted stock, phantom stock, performance
shares or other securities or rights. All employees of the Company and
affiliates are eligible to participate. The number of shares that may be
delivered or purchased under the plan are up to 3,000,000 shares at a par value
of $.01.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The analysis of the Company's financial condition, liquidity, capital resources
and results of operations should be viewed in conjunction with the accompanying
financial statements. Financial statements for prior periods covered in this
report have been adjusted to reflect the merger of PowerChannel, Inc and Sealant
Solutions, Inc.
as if the merger occurred in these prior periods.
The company was incorporated in Delaware in 1995 under the name UC'NWIN Systems,
Inc. In August 1999 the company changed its name to The Winners Edge.com, Inc.
During 1999, as a result of a Chapter 11 Bankruptcy Plan of Reorganization, the
company acquired the assets of The Winners Edge Licensing Corporation. In
addition to the assets, the company also acquired a ten-year license with the
exclusive right to market the Winners Edge handicapping product renewable for a
second ten years. The company did not acquire the ownership of the handicapping
program. In September 2000 the company stopped marketing the Winners Edge
handicapping product due to insufficient income. On March 30, 2001, the Company
acquired a roofing sealant product, Roof Shield, which the company intended to
market worldwide. In July 2001 the Company changed its name to Sealant
Solutions, Inc. In September 2001 the Company acquired the rights to sell and
distribute in the United States the Lady Ole' line of cosmetics products. In
February 2002, the Company entered into a joint venture agreement with IFG
Goldstar Cement Company for the entitlement to a royalty payment based upon the
sale of certain concrete products. In April of 2002 the Company sold its rights
to the Lady Ole line of cosmetic products and is no longer in that business. In
November of 2002 the company agreed to terminate and cancel the remaining term
of it's licensing agreement with the Winners Edge Licensing Corporation and will
no longer attempt to market that product.
On July 21, 2003, pursuant to a Stock Purchase Agreement and Share Exchange and
Amendment thereto between Sealant Solutions, Inc., a Delaware corporation and
PowerChannel, Inc., a Delaware corporation, PowerChannel merged into Sealant.
Pursuant to the Amendment, the separate existence of PowerChannel ceased to
exist and Sealant continued as the surviving corporation. In addition, Sealant
changed its name to Powerchannel, Inc.
Under this agreement, Sealant Solutions, Inc. issued shares equal to 85% of the
fully diluted outstanding shares of the Company to PowerChannel, Inc.
shareholders. Such shares are deemed "restricted" as defined under the SEC Rule
144. Under the terms of the agreement, Sealant Solutions, Inc. is the acquiring
company. The merger was accounted for as a reverse merger, which effectively is
a recapitalization of the target company.
Pursuant to the Agreement, Michael Fasci remained on the Board of Directors of
the Company, Edward Fasci resigned from the Company's Board of Directors and
Stephen Lampert was appointed to fill the vacancy on the Board of Directors of
the Company. In addition, Michael Fasci resigned as President and Chief
Executive Officer of Sealant and Steve Lampert was appointed as President, Chief
Executive Officer, Chief Financial Officer and Secretary of Sealant. The
Acquisition was approved by the unanimous consent of the Board of Director of
Sealant and PowerChannel on July 21, 2003.
Based on such merger, we have adopted a new business plan. Our principal product
is low-cost access to the Internet and the physical hardware to deliver it
through the use of the consumer's existing television. It is the only product of
its kind focused specifically on the Hispanic market, using a bilingual
(English/Spanish) approach to meet the needs of the differing generations within
the Hispanic community. The PowerChannel home page offers the subscriber an
English/Spanish language option at the click of a button. Our portal points the
subscriber to all the major Hispanic portals and to links with Hispanic
commercial, educational and community sites. The reach of our links is designed
to embrace the full extent of diverse Hispanic cultural and ethnic interests. As
we develop, we will continue to utilize the already existing and successful
Hispanic-specific content of others to enhance the practical sense of community
that its planned household penetration creates.
Financial Condition
At September 30, 2003, the Company had total current assets of $691,616 as
compared to $835,073 at December 31, 2002, total assets of $1,341,096, as
compared to $1,481,075 at December 31, 2002, and shareholders deficit of
$3,410,010 compared to a deficit of $3,152,113 as of December 31, 2002. The
decrease in current assets was primarily due to the ongoing administrative
expenses that the Company incurred during the three quarters. The increase of
$257,897 of shareholders deficit was attributable to the Company's operating
costs for the nine months ended September 2003.
Liquidity
The Company had a net decrease in cash and cash equivalents for the nine months
ended September 30, 2003 of $118,585.
Capital Resources
The company anticipates generating cash to continue its operations either thru
private placements of its common stock or from capital contributions from its
officers and/or directors. The Company incurred a loan in the amount of $112,000
in the third quarter of 2003 to help finance its operations.
Results of Operations
There were no revenues generated from the sales of the Company's products for
the nine months ended September 30, 2003. The Company has been successful in
effectuating a reverse merger with Sealant Solutions, Inc. during the third
quarter of 2003. The Company believes that this merger offers the best
opportunity for The Company to create revenue and shareholder value.
Operating expenses for the nine months ended September 30, 2003 were $705,153,
as compared to $1,724,899 for the nine months ended September 30, 2002. The
decrease in operating expenses is due to the company reducing its expenditures
substantially as it attempts to generate revenue.
Operating expenses for the quarter ended September 30, 2003 were $524,200
compared to expenses of $283,408 in the year earlier quarter. The increase in
operating expenses is partially attributable to a third quarter 2003 charge of
$329,000 in relation to stock issued for services rendered.
The Company realized a net loss of $587,660 for the nine months ending September
30, 2003, as compared to a net loss of $1,804,691 for the nine months ending
September 2002. The net loss is decreased since the Company reduced its
expenditures in 2003 as it attempts to generate revenue.
The Company realized a net loss of $519,242 for the three months ending
September 30, 2003, as compared to a net loss of $285,034 for the three months
ending September 30, 2002. The increase in the net loss is partially
attributable to a third quarter 2003 charge of $329,000 in relation to stock
issued for services rendered.
The Company knows of no unusual or infrequent events or transactions, nor
significant economic changes that have materially affected the amount of its
reported income from continuing operations for the nine-month period ended
September 30, 2003.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and
procedures that is designed to provide reasonable assurance that
information, which is required to be disclosed, is accumulated and
communicated to management timely. Under the supervision and with the
participation of management, the Certifying Officers evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange
Act) within 90 days prior to the filing date of this report. Based upon
that evaluation, the Certifying Officers concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officers have indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there
were no such control actions with regard to significant deficiencies and
material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security None
Holders.
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K.
On July 28, 2003, the Company filed an 8K with the SEC based on the
merger between the Company and Powerchannel, Inc.
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 in its
behalf by the undersigned, thereunto duly authorized, on August 18, 2003.
POWERCHANNEL, INC.
Date: December 16, 2003 By: /s/ Steven Lampert
-------------------------
Steven Lampert
Chairman and President
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Steven Lampert certify that:
1. I have reviewed this quarterly report on Form 10-QSB of PowerChannel, 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 the 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 the
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) 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, if any, 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
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. 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 weakness 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. I have indicated in the 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 weaknesses.
Dated: December 16, 2003
/s/ Stephen Lampert
- -------------------------
Stephen Lampert
President, Chief Executive Officer
and Chief Financial Officer
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB of ABSS,
Corp. for the quarter ended September 30, 2003, I, Stephen Lampert, Chief
Executive Officer and Chief Financial Officer of PowerChannel, Inc. hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Quarterly Report on Form 10-QSB for the period ended September
30, 2003, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Quarterly Report on Form 10-QSB for
the period ended September 30, 2003, fairly presents, in all material
respects, the financial condition and results of operations of
PowerChannel, Inc.
Dated: December 16, 2003
POWERCHANNEL, INC.
By: /s/ Stephen Lampert
- ---------------------------
Chief Executive Officer and
Chief Financial Officer