UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended: March 31, 2003
Commission file number: 000-28113
ASGA, Inc.
--------------------------------------------
(Name of small business registrant in its charter)
Nevada 88-0451101
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 1175
Palm Beach, Florida 33480
- ------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (561) 822-9995
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
- ----------------------------- ------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
------------------------------------
(Title of class)
Check whether the issuer: (1) 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 [_]
The number of shares outstanding of the issuer's stock, $0.001 par value per
share, as of May 15, 2003 was 999,989.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets..................................................F-2
Consolidated Statements of Operations........................................F-3
Consolidated Statements of Stockholders' Equity..............................F-4
Consolidated Statements of Cash Flows........................................F-5
Notes to Consolidated Financial Statements...................................F-6
ASGA, Inc.
Consolidated Balance Sheets
March 31, 2003 December 31,
2002
--------------------- --------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents $ 2,845 $ 105
Accounts receivable, net of allowance for doubtful accounts of
$0 and $49,808 0 0
--------------------- --------------------
Total current assets 2,845 105
--------------------- --------------------
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 0 0
Less: Accumulated depreciation 0 0
--------------------- --------------------
Total property and equipment 0 0
--------------------- --------------------
OTHER ASSETS
Investment in marketable equity securities 0 0
Other assets, net 1,480 1,480
--------------------- --------------------
Total other assets 1,480 1,480
--------------------- --------------------
Total Assets $ 4,325 $ 1,585
===================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 237,610 $ 213,873
Accrued salaries and payroll taxes 21,000 25,000
--------------------- --------------------
Total current liabilities 258,610 238,873
--------------------- --------------------
Total Liabilities 258,610 238,873
--------------------- --------------------
STOCKHOLDERS' EQUITY(DEFICIT)
Preferred stock, $0.001 par value, 10,000,000 authorized;
0 issued and outstanding 0 0
Common stock, $0.001 par value, 50,000,000 shares authorized;
999,989 and 909,989 issued and outstanding 1,000 910
Additional paid-in capital in excess of par 48,582,282 48,537,372
Stock subscriptions receivable (20,000) 0
Retained earnings (deficit) (48,817,567) (48,775,570)
--------------------- --------------------
Total stockholders' equity(deficit) (254,285) (237,288)
--------------------- --------------------
Total Liabilities and Stockholders' Equity(Deficit) $ 4,325 $ 1,585
===================== ====================
The accompanying notes are an integral part of the financial statements
F-2
ASGA, Inc.
Consolidated Statements of Operations
Three Months Ended March 31,
(unaudited)
2003 2002
----------------- ------------------
REVENUES
Sponsorship revenue $ 0 $ 21,163
----------------- ------------------
Net sales 0 21,163
COST OF SALES
Other 0 1,117
----------------- ------------------
Total cost of sales 0 1,117
----------------- ------------------
Gross margin 0 20,046
OPERATING EXPENSES
Sales and marketing expense 0 319
Salaries 15,000 41,664
General and administrative expenses 26,997 136,243
Amortization and depreciation 0 939
----------------- ------------------
Total operating expenses 41,997 179,165
----------------- ------------------
Operating income (41,997) (159,119)
----------------- ------------------
OTHER INCOME (EXPENSE)
Interest expense 0 (5,076)
Gain on disposal of subsidiary 0 106,981
----------------- ------------------
Total other income (expense) 0 101,905
----------------- ------------------
Net income (loss) $ (41,997) $ (57,214)
================= ==================
Net income (loss) per common share, basic $ (0.05) $ (0.13)
================= ==================
Weighted average number of common shares outstanding 923,989 436,203
================= ==================
The accompanying notes are an integral part of the financial statements
F-3
ASGA, Inc.
Consolidated Statements of Stockholders' Equity (Deficit)
Total
Number Additional Stock Stockholders'
of Common Paid-In Subscriptions Retained Equity
Shares Stock Capital Receivable Earnings (Deficit)
---------- ----------- -------------- -------------- ------------ -------------
BEGINNING BALANCE,
April 9, 1999 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued for cash 1 0 900 0 0 900
Net loss 0 0 0 0 (48,114) (48,114)
---------- ----------- -------------- -------------- ------------ -------------
BALANCE, December 31, 1999 1 0 900 0 (48,114) (47,214)
Net loss 0 0 0 0 (860,902) (860,902)
---------- ----------- -------------- -------------- ------------ -------------
BALANCE, December 31, 2000 1 0 900 0 (909,016) (908,116)
Reverse merger 1,935 2 11,905 0 0 11,907
S-8 shares for services 182 0 532,500 0 0 532,500
144 shares for services 3 0 4,200 0 0 4,200
Net loss 0 0 0 0 (1,032,282) (1,032,282)
---------- ----------- -------------- -------------- ------------ -------------
BALANCE, December 31, 2001 2,121 2 549,505 0 (1,941,298) (1,391,791)
S-8 shares for services 78 0 93,360 0 0 93,360
1 for 200 reverse split 0 0 0 0 0 0
Divestiture of subsidiary 0 0 0 0 1,380,910 1,380,910
144 shares for services 400,000 400 39,999,600 0 0 40,000,000
S-8 shares for services 34,000 34 6,599,966 0 0 6,600,000
S-8 shares for services 23,987 24 728,592 0 0 728,616
144 shares for services 24,200 24 43,176 0 0 43,200
Exercise of options 2,000 2 99,998 0 0 100,000
144 shares for fixed assets 423,599 424 423,175 0 0 423,599
1 for 50 reverse split, rounding 4 0 0 0 0 0
Net loss 0 0 0 0 (48,215,182) (48,215,182)
---------- ----------- -------------- -------------- ------------ -------------
ENDING BALANCE, December 31,
2002 909,989 910 48,537,372 0 (48,775,570) (237,288)
144 shares for cash and subscription 90,000 90 44,910 (20,000) 0 25,000
Net loss 0 0 0 0 (41,997) (41,997)
---------- ----------- -------------- -------------- ------------ -------------
ENDING BALANCE, March 31, 2003
(Unaudited) 999,989 $ 1,000 $ 48,582,282 $ (20,000) $(48,817,567) $ (254,285)
========== =========== ============== ============== ============ =============
The accompanying notes are an integral part of the financial statements
F-4
ASGA, Inc.
Consolidated Statements of Cash Flows
Three Months Ended March 31,
(unaudited)
2003 2002
---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (41,997) $ (57,214)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 0 939
Common stock issued for services 0 115,060
Amortization of deferred revenue 0 (21,163)
Gain on disposal of subsidiary 0 (106,981)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable 23,737 (11,443)
Increase (decrease) accrued salaries and taxes (4,000) 6,881
---------------- -----------------
Net cash provided (used) by operating activities (22,260) (73,921)
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for the purchase of fixed assets 0 0
---------------- -----------------
Net cash provided (used) by investing activities 0 0
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued in exchange for cash 25,000 0
Cash received from third party loan 0 50,000
Cash removed on disposal of subsidiary 0 (244)
Cash received from related party loans 0 28,024
---------------- -----------------
Net cash provided (used) by financing activities 25,000 77,780
---------------- -----------------
Net increase (decrease) in cash and equivalents 2,740 3,859
CASH and equivalents, beginning of period 105 4,768
---------------- -----------------
CASH and equivalents, end of period $ 2,845 $ 8,627
================ =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Payment of interest in cash $ 0 $ 0
================ =================
Non-Cash Activities:
Common stock issued for stock subscription receivable $ 20,000 $ 0
================ =================
Receipt of marketable equity securities for deferred revenue $ 0 $ 910,000
================ =================
The accompanying notes are an integral part of the financial statements
F-5
ASGA, Inc.
Notes to Consolidated Financial Statements
(Information with regard to the three months ended
March 31, 2003 and 2002 is unaudited)
(1) Summary of Significant Accounting Policies
The Company ASGA, Inc. conducts business from its office in Palm Beach,
Florida. The Company was organized under the laws of the State of Nevada on
February 16, 2000.
The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States. In preparing the
financial statements, management is required to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the dates of the
balance sheets and statements of operations for the periods then ended.
Actual results may differ from these estimates. Estimates are used when
accounting for allowance for bad debts, collectibility of accounts
receivable, amounts due to service providers, depreciation, litigation
contingencies, among others.
a) Revenue recognition The Company promoted professional golf tournaments.
Revenue was recognized for financial statement purposes upon completion of
each tournament or upon the forfiture of fee deposits.
b) Net income per share, basic Net income per share is computed by dividing
the net income by the weighted average number of shares outstanding during
the period. Net income per share, diluted, is not presented as no
potentially dilutive securities are outstanding.
c) Cash equivalents The Company considers all highly liquid debt
instruments with an original maturity of three months or less to be cash
equivalents. At times during any year, there may be a concentration of cash
at any one bank or financial institution in excess of insurance limits.
d) Accounts receivable and allowance for bad debts At March 31, 2003, the
Company's accounts receivable consists of receivables from tournament
sponsors, which the Company had fully reserved for at December 31, 2002,
but has now fully written-off as they have been deemed uncollectable.
e) Fixed assets Fixed assets are recorded at cost. Depreciation is computed
on the straight-line method, based on the estimated useful lives of the
assets of generally five or ten years. Expenditures for maintenance and
repairs are charged to operations as incurred. Depreciation expense was $0
and $939 for the three months ended March 31, 2003 and 2002, respectively.
f) Principles of consolidation The consolidated financial statements
include the accounts of ASGA Tour, Inc., its wholly-owned subsidiary.
Inter-company balances and transactions have been eliminated.
g) Significant transactions In September 2001, the Company purchased
the100% ownership of American Senior Golf Association, Inc. in a reverse
acquisition accounted for as a reorganization of American Senior Golf
Association, Inc. In March 2002, the Company divested American Senior Golf
Association, Inc. to its President and principal ultimate stockholder. To
accomplish this transaction, the President agreed to transfer shares of the
Company to American Senior Golf Association, Inc. in an amount which, over
time, will be sufficient to liquidate its debts. Concurrent with this
transaction, the ASGA tour fixed assets were transferred to the Company,
and the Company was granted an unrestricted license to the name and logo of
ASGA for no additional consideration.
h) Interim financial information The financial statements for the three
months ended March 31, 2003 and 2002 are unaudited and include all
adjustments which in the opinion of management are necessary for fair
presentation, and such adjustments are of a normal and recurring nature.
The results for the three months are not indicative of a full year results.
F-6
ASGA, Inc.
Notes to Consolidated Financial Statements
(2) Income Taxes Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax and
financial reporting purposes. The Company had net operating loss carry-
forwards for income tax purposes of approximately $48,817,600 expiring
$101,200, $554,400, $48,215,200 and $42,000 at December 31, 2020, 2021,
2022 and 2023, respectively. The amount recorded as deferred tax asset as
of March 31, 2003 is approximately $19,527,000, which represents the amount
of tax benefit of the loss carry-forward. The Company has established a
100% valuation allowance against this deferred tax asset, as the Company
has no history of profitable operations.
(3) Stockholders' Equity The Company has authorized 50,000,000 shares of $0.001
par value common stock and 10,000,000 shares of $0.001 par value preferred
stock, with 999,989 and 0 shares issued and outstanding at March 31, 2003.
Rights and privileges of the preferred stock are to be determined by the
Board of Directors prior to issuance. In March 2002, the Company completed
a 1 for 200 reverse stock split, retiring 21,867,860 shares, and increased
the authorized common shares to 50,000,000 and preferred shares to
10,000,000. In December 2002, the Company completed a 1 for 50 reverse
stock split, retiring 44,589,461 shares. All financial information has been
restated to reflect these reverse splits.
American Senior Golf Association, Inc. issued 1 share of its common stock
in exchange for $900 in cash to its founders on April 9, 1999. These shares
were exchanged for 1,935 shares of ASGA, Inc. as part of the reverse
acquisition in September 2001. Subsequent to the reverse acquisition, the
Company issued 3 shares of restricted common stock and 182 shares of S-8
unrestricted common stock in exchange for services, valued at $4,200 and
$532,500, respectively. In January 2002, the Company issued 78 shares of
S-8 common stock in exchange for services, valued at $93,360. In March
2002, subsequent to the reverse split, the Company issued 400,000
restricted shares of common stock to its officers for services, and 34,000
shares of unrestricted, (S-8), shares of common stock to four consultants
for services. These shares were valued at $40,000,000 and $6,800,000.
In April 2002, the Company issued 2,520 shares of unrestricted, (S-8),
common stock to four consultants and legal counsel in exchange for services
rendered, valued at $522,850. In May 2002, a stockholder exercised options
for 2,000 shares of common stock for $100,000 in cash. In May 2002, the
Company issued 67 shares of unrestricted, (S-8), and 200 shares of
restricted common stock to legal counsel and a consultant, valued at $4,166
and $6,200, respectively. In June, July and September, the Company issued
21,400 shares of unrestricted, (S-8), common stock for services valued at
$201,600. In September 2002, the Company issued 4,000 shares of restricted
common stock in exchange for services, valued at $13,500. In October 2002,
the Company issued 20,000 shares of restricted common stock to two
consulting companies for services valued at $23,750. In November 2002, the
Company issued 423,488 shares of restricted common stock in exchange for
fixed assets valued at $423,599.
In January 2003, the Company issued 70,000 shares of restricted common
stock to an officer of the Company in exchange for services provided to the
Company prior to becoming an officer. The Parties agreed to void this
issuance in March 2003, when an investor was found who was willing to
purchase 90,000 shares of restricted common stock in exchange for $25,000
in cash and a $20,000 subscription receivable, or $0.50 per share at a time
when the market price of the stock was $0.35 per share, although there was
no volume and this investor believes that there is a potential opportunity
with the Company.
F-7
ASGA, Inc.
Notes to Consolidated Financial Statements
(4) Commitments and Contingencies In the normal course of business, ASGA, Inc.
is subject to proceedings, lawsuits and other claims. Such matters are
subject to many uncertainties and outcomes are not predictable with
assurance. While these matters could affect the operating results of any
year when resolved in future periods and while there can be no assurance
with respect thereto, management believes that after final disposition, any
monetary liability or financial impact to ASGA, Inc. would not be material
to the quarterly financial statements.
The Company leases its office space on a month-to-month basis.
(5) Going Concern The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company's
financial position and operating results raise substantial doubt about the
Company's ability to continue as a going concern, as reflected by the net
loss of $48,817,600 accumulated through March 31, 2003. The ability of the
Company to continue as a going concern is dependent upon obtaining
additional capital and financing along with identifying a viable business
opportunity and negotiating a contract which will allow the Company to
undertake such opportunity. The Company is currently evaluating several
such opportunities as well as negotiating for potential funding consistent
with the opportunities available to it. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. The Company has exited its former business
industry and is evaluating the options available to it. The Company is
currently seeking additional capital.
(6) Subsequent Events
a) Stockholders' equity In May 2003, the Company received $6,000 of the
outstanding stock subscription receivable.
F-8
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion is intended to assist in the understanding and
assessment of significant changes and trends related to our results of
operations and our financial condition together with our consolidated
subsidiaries. This discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included elsewhere in
this Quarterly Report on Form 10-QSB. Historical results and percentage
relationships set forth in the statement of operations, including trends which
might appear, are not necessarily indicative of future operations. OVERVIEW
We were incorporated in the State of Nevada on February 16, 2000 under the name
"Transportation Safety Lights, Inc." to market innovative safety lights
developed by the Company's founders. Our founders believed that our products
would improve the safety and efficiency in the trucking and logistics industries
by significantly reducing the number of vehicles colliding with tractor-trailer
trucks making wide turns, primarily at intersections. A reduction in the number
of these collisions in turn would reduce (a) casualty losses, (b) property
losses, and (c) equipment and manpower downtime. On September 8, 2001, the
Company and World Quest, Inc. ("WQI") entered into an Agreement for the Exchange
of Common Stock, under which the Company issued 16,321,750 shares of common
stock to WQI in exchange for all of the issued and outstanding stock of American
Senior Golf Association, Inc., a Delaware corporation ("American Senior Golf"),
the operator of the ASGA Tour, and the American Senior Golf Association, a
membership business devoted to professional and amateur golfers aged 45 and
older. As a result of this transaction, American Senior Golf became a wholly
owned subsidiary of the Company and we changed our name to "ASGA, Inc."
Following the acquisition of American Senior Golf, we established a wholly owned
subsidiary named "Transportation Safety Lights, Inc." ("TSL"). Through TSL, we
are continuing to pursue our original business plan of developing and marketing
innovative tractor-trailer truck safety lights developed by our founders.
However, our primary business focus was on developing the ASGA Tour as the
premier intermediary professional golf tour in the United States for
professional and highly skilled amateur golfers aged 45 and older. The Company
strongly recommends reading the Company's recent annual Report on Form 10-KSB in
conjunction with this Quarterly report on Form 10-QSB, since the Company has
exited these busniesses.
9
RESULTS OF OPERATIONS
Results of Operations for the Three Months ended March 31, 2003 and 2002
Revenues
Total revenues decreased by $21,163 in the first quarter of 2003, a decrease of
100%. In addition, our total revenues in the first quarter of 2002 consisted
entirely of sponsorship revenue. The decline in revenue was the result of the
Company exiting the Golf Tour industry. Cost of Sales
Cost of sales decreased $1,117 in the first quarter of 2003, a decrease of 100%.
The decline in cost of sales was the result of having no revenue.
Salaries
Salary expense decreased to $15,000 in the first quarter of 2003, compared to
$41,664 in the first quarter of 2002, a decrease of $26,664 or 64%. This
decrease was the result of a reduction of employees from 2 to 1.
General and Administrative Expenses General and administrative expenses
decreased to $26,997 in the first quarter of 2003, compared to $136,243 in the
first quarter of 2002, an increase of $109,246 or 80.2%. The decrease in these
costs primarily resulted from the exit of the golf tour industry and the Company
dramatically reducining its expenditures. Amortization and Depreciation
Amortization and depreciation was $0 in the first quarter of 2003, compared to
$939 in the first quarter of 2002. We have recorded a 100% impairment of our
fixed assets, since they are industry specific, and until we are able to sell
said assets, we do not believe that there is a measurable residual value. Net
Losses For the quarters ended March 31, 2003 and 2002, we recorded net losses of
$41,997 and $57,214, respectively. Our improved results principally were
affected by reductions in salary expenses and general and administrative
expenses.
Our ability to continue as a going concern is dependent on our ability to obtain
sufficient cash to allow us to continue our evaluation of several opportunities
currently available to the Company. However, we cannot assure you that we will
be able to identify these opportunities, to acquire the businesses involved if
identified, or to integrate the businesses if acquired.
10
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise from net cash used in operating activities
Net cash used in operating activities was $22,260 for the three months ended
March 31, 2003 and $73,921 for the three months ended March 31, 2002. Net cash
provided by investment activities was $0 for the three months ended March 31,
2003 and $0 for the three months ended March 31, 2002.
Net cash provided by financing activities was $25,000 for the three months ended
March 31, 2003 and $77,780 for the three months ended March 31, 2002. The net
cash provided by financing activities for these periods was due primarily to the
receipt of proceeds of various loans or the sale of common stock. We actively
are seeking additional funding.
FORWARD-LOOKING STATEMENTS
This quarterly report contains statements about future events and expectations
which are characterized as forward-looking statements. Forward-looking
statements are based on our management's beliefs, assumptions and expectations
of our future economic performance, taking into account the information
currently available to them. These statements are not statements of historical
fact. Forward-looking statements involve risks and uncertainties that may cause
our actual results, performance or financial condition to be materially
different from the expectations of future results, performance or financial
condition we express or imply in any forward-looking statements. Factors that
could contribute to these differences include those discussed under the heading
"Risk Factors" in our Annual Report on Form 10- KSB, which was filed with the
SEC on May 21, 2003.
The words "believe", "may", "will", "should", "anticipate", "estimate",
"expect", "intends", "objective" or similar words or the negatives of these
words are intended to identify forward-looking statements. We qualify any
forward-looking statements entirely by these cautionary factors.
11
PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the three months ended March 31, 2003, we did not sell any of our
securities which were not registered under the Securities Act of 1933, as
amended (the "Securities Act") except as follows:
1. We issued 90,000 shares of our common stock to private investor in exchange
for $25,000 in cash and a stock subscription for $20,000 in cash.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. Exhibits required by Item 601 of Regulation S- are incorporated
herein by reference and are listed on the attached Exhibit Index, which begins
on page X-1 of our Annual Report on Form 10-KSB.
(b) Reports on Form 8-K. During the fiscal quarter ended March 31, 2003, the
Company filed the following Current Reports on Form 8-K: 1. On May 7, 2003, we
filed a Current Report on Form 8-K reporting under Item 4 - Change in certifying
auditors and Item 9 - replacement of directors and officers. 2. On January 10,
2003, we filed a Current Report on Form 8-K reporting under Item 4 - Change in
certifying auditors and Item 5 - other events - reverse stock split.
12
SIGNATURES
In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ASGA, Inc.
(Registrant)
Date: May 22, 2003 By:/s/ Stephen H. Durland
--------------------------------------------------
Stephen H. Durland, Acting Chief Executive Officer,
Chief Financial Officer and sole Director
13
CERTIFICATIONS
In connection with the Quarterly Report of ASGA, 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"), I, Stephen H. Durland,
Acting Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:
1. The Report 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 the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
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 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 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
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 weaknesses.
/s/ Stephen H. Durland
- ------------------------------
Stephen H. Durland
Acting Chief Executive Officer
(or the equivalent thereof)
May 22, 2003
14
In connection with the Quarterly Report of ASGA, 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"), I, Stephen H. Durland,
Chief Financial Officer (or the equivalent thereof) of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
1. The Report 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 the Repor fairly presents, in all material
respects, the financial condition and result of operations of the Company.
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 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 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
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 weaknesses.
/s/ Stephen H. Durland
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Stephen H. Durland
Chief Financial Officer
(or the equivalent thereof)
May 22, 2003
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