U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _______ to _______
NATIONAL BEAUTY CORPORATION
---------------------------
(Exact name of small business issuer as specified in its charter)
BEAUTYMERCHANT.COM, INC.
------------------------
(Former name of registrant)
Nevada 13-3422912
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
4810 W. Commercial Boulevard, Ft. Lauderdale, Florida 33319
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(Address of principal executive offices)
(954) 717-8680
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
Number of shares of common stock outstanding as of
May 15, 2003: 35,651,062
Number of shares of preferred stock outstanding as of
May 15, 2003: 1,350,000
INDEX TO FORM 10-QSB
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Page No.
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PART I
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Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2003 and December 31, 2002 3
Consolidated Statements of Operations - Three Months Ended
March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 8-12
Item 3. Controls and Procedures 12
PART II
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Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 (UNAUDITED)
ASSETS
------
CURRENT ASSETS:
- -------------------------
Cash and cash equivalents $ 60,788
Inventory . . . . . . . . 500
---------
TOTAL CURRENT ASSETS. . . 61,288
---------
FIXED ASSETS
- -------------------------
Furniture and fixtures. . 38,274
Leasehold improvements. . 9,500
Equipment and machinery . 35,668
Accumulated depreciation. (49,136)
---------
NET FIXED ASSETS. . . . . 34,306
---------
OTHER ASSETS:
- -------------------------
Deposits. . . . . . . . . 8,882
---------
TOTAL OTHER ASSETS. . . . 8,882
---------
TOTAL ASSETS. . . . . . . $104,476
=========
See accompanying notes to consolidated financial statements
NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF MARCH 31, 2003 (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
- ------------------------------------------------------------------
Accounts payable and accrued expenses. . . . . . . . . . . . . . . $ 1,616
------------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . . 1,616
------------
STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------
Common stock ($.001 par value, 600,000,000 shares authorized;
35,501,062 and 35,301,062 issued and outstanding at March 31,
2003 and December 31, 2002, respectively). . . . . . . . . . . . . 35,501
Series A convertible preferred stock ($.001 par value; 40,000,000
shares authorized, 750,000 shares issued and outstanding at March
31, 2003 and December 31, 2002, respectively). . . . . . . . . . . 750
Series B 2% convertible preferred stock ($.001 par value; 1,000
shares authorized, -0- shares issued and outstanding at March 31,
2003 and December 31, 2002, respectively). . . . . . . . . . . . . -
Common stock note receivable subscription, less allowance for
uncollectible loss of $550,000 . . . . . . . . . . . . . . . . . . -
Additional paid in capital . . . . . . . . . . . . . . . . . . . . 2,289,963
Retained deficit . . . . . . . . . . . . . . . . . . . . . . . . . (2,223,354)
------------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . 102,860
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . $ 104,476
============
See accompanying notes to consolidated financial statements
NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
Three Months Ended March 31,
2003 2002
REVENUES: ----------- -----------
- --------------------------------------
Sales - cleaning . . . . . . . . . . . $ 61,276 $ 82,071
Sales - beauty salons. . . . . . . . . 59,822 63,185
Cost of sales - cleaning . . . . . . . (45,251) (68,269)
Cost of sales - beauty salons. . . . . (500) (275)
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GROSS PROFIT . . . . . . . . . . . . . 75,347 76,712
------------ -----------
EXPENSES:
- --------------------------------------
Selling, general and administrative. . 126,580 110,902
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TOTAL EXPENSES . . . . . . . . . . . . 126,580 110,902
------------ -----------
OPERATING LOSS . . . . . . . . . . . . $ (51,233) $ (34,190)
------------ -----------
OTHER (EXPENSE):
- --------------------------------------
Unrealized loss on trading securities. - (243)
------------ -----------
NET (LOSS) . . . . . . . . . . . . . . $ (51,233) $ (34,433)
============ ===========
Net (loss) per share -
basic and fully diluted. . . . . . . $ (0.001) $ (0.01)
============ ===========
Weighted average shares outstanding. 35,417,729 2,583,862
============ ===========
See accompanying notes to consolidated financial statements
NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES: -------- ----------
- ---------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . $(51,233) $(34,433)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation. . . . . . . . . . . . . . . . . 2,500 1,000
Common stock issued for services. . . . . . . 10,000 66,100
Unrealized loss on trading securities . . . . - 243
(Increase) decrease in operating assets:
Accounts receivable . . . . . . . . . . . . . - 771
Inventory . . . . . . . . . . . . . . . . . . - (2,387)
Prepaid expenses. . . . . . . . . . . . . . . - (24,825)
Increase (decrease) in operating liabilities
Accounts payable. . . . . . . . . . . . . . . 684 (10,597)
--------- ---------
NET CASH (USED IN) OPERATING ACTIVITIES . . . (38,049) (4,128)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ---------------------------------------------
Principal repayments under capitalized lease. - (719)
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NET CASH (USED) IN FINANCING ACTIVITIES . . . - (719)
--------- ---------
NET (DECREASE) IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . . (38,049) (4,847)
--------- ---------
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD . . . . . . . . . . . 98,837 11,001
--------- ---------
END OF THE PERIOD . . . . . . . . . . . . . . $ 60,788 $ 6,154
========= =========
SUPPLEMENTARY CASH FLOW INFORMATION
OF NON-CASH FINANCING:
- ---------------------------------------------
Common stock issued for services. . . . . . . $ 10,000 $ 66,100
========= =========
See accompanying notes to consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NATIONAL BEAUTY CORPORATION & SUBSIDIARIES
March 31, 2003 (UNAUDITED)
ITEM 1.
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. 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, the unaudited condensed consolidated financial
statements contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly the Company's financial position at March
31, 2003, the results of operations for the three month period ended March 31,
2003 and 2003, and cash flows for the three months ended March 31, 2003 and
2002. The results for the period ended March 31, 2003, are not necessarily
indicative of the results to be expected for the entire fiscal year ending
December 31, 2003. These financial statement should be read in conjunction with
the financial statements and notes for the year ended December 31, 2002
appearing in the Company's annual report on Form 10-KSB as filed with the
Securities and Exchange Commission.
Revenue recognition is a critical accounting policy of ours since it represents
the majority of our entire financial statements taken as a whole. It is also
important in light of the Staff Accounting Bulletins published by the Securities
and Exchange Commission the past few years.
NOTE 2 - SEGMENT INFORMATION
Based on the criteria established by SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information," the Company operates in two principal
business segments - (1) residential cleaning service and (2) retail beauty
salons. In accordance with SFAS 131, the Company is required to describe its
reportable segments and provide data that is consistent with the data made
available to the Company's management to assess performance and make decisions.
Information from the internal management reports may differ from the amounts
reported under generally accepted accounting principles. The assets of the
discontinued subsidiary are reflected as corporate assets. Summarized revenues
and expense information by segment for 2003 and 2002, as excerpted from the
internal management reports, is as follows:
2003 2002
--------- ---------
Residential Cleaning:
- ------------------------------
Residential cleaning sales . . $ 61,276 $ 82,071
Cost of sales. . . . . . . . . (45,251) (68,269)
Corporate and other expenses . (85,112) (76,142)
--------- ---------
Segment loss . . . . . . . . (69,087) (62,340)
2003 2002
--------- ---------
Total assets . . . . . . . . . 9,550 6,752
Capital expenditures . . . . . -0- -0-
Depreciation . . . . . . . . . 500 -0-
Interest expense . . . . . . . -0- -0-
Retail beauty salons:
- ------------------------------
Retail beauty salon sales. . . $ 59,822 $ 63,185
Cost of sales. . . . . . . . . (502) (275)
Corporate and other expenses . (27,412) (22,816)
--------- ---------
Segment loss . . . . . . . . (31,910) (40,094)
Total assets . . . . . . . . . 13,500 43,322
Capital expenditures . . . . . -0- 23,341
Depreciation . . . . . . . . . 1,000 500
Interest expense . . . . . . . -0- -0-
Corporate:
- ------------------------------
Corporate revenues. . . . . . $ N/A $ N/A
Cost of sales. . . . . . . . . -0- -0-
Unallocated and other expenses (14,056) (11,944)
--------- ---------
Segment loss . . . . . . . . (14,056) (11,944)
Total assets . . . . . . . . . 113,693 94,951
Capital expenditures . . . . . -0- -0-
Depreciation . . . . . . . . . 1,000 500
Interest expense . . . . . . . -0- -0-
NOTE 3 - COMMITMENTS
The Company is committed to two employment agreements through April 1, 2007.
Pursuant to the agreements, two of the Company's officers and majority
shareholders shall receive total combined annual salaries of $325,000 and a
combined 300,000 preferred shares per annum.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- --------
National Beauty Corp. is hereby providing cautionary statements identifying
important factors that could cause our actual results to differ materially from
those projected in forward looking statements made in this quarterly report on
Form 10-QSB. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"likely will result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans" and "projection") are not historical facts and
may be forward-looking statements and involve estimates and uncertainties which
could cause actual results to differ materially from those expressed in the
forward-looking statements. Accordingly, any such statements are qualified in
their entirety by reference to, and are accompanied by, the following key
factors that have a direct bearing on our results of operations: the absence of
contracts with customers or suppliers; our ability to maintain and develop
relationships with customers and suppliers; our ability to successfully
integrate acquired businesses or new brands; the impact of competitive products
and pricing; supply constraints or difficulties; changes in the retail and
beauty industries; the retention and availability of key personnel; and general
economic and business conditions.
We caution that the factors described herein could cause actual results to
differ materially from those expressed in any forward-looking statements and
that the investors should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events or circumstances. Consequently, no forward-looking statement can be
guaranteed.
New factors emerge from time to time, and it is not possible for us to predict
all such factors. Further, we cannot assess the impact of each such factor on
our results of operations or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
Overview
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National Beauty Corp., formerly known as Beautymerchant.com, Inc., was
incorporated in Nevada in 1987. The company has primarily operated through its
wholly owned subsidiaries, Cleaning Express USA, Hair Max of Florida, Inc. f/k/a
Beauty Works USA, Inc. and Beauty Merchant, Inc. Cleaning Express USA is a full
service cleaning company offering daily residential cleaning services, carpet
cleaning and other related services in the South Florida area. During April
2000, the company began operations as an e-commerce distributor of beauty
products under its Beauty Merchant, Inc. subsidiary and ceased these operations
in 2001. National Beauty currently offers beauty services and products though
its retail beauty salon in the South Florida area through its Hair Max of
Florida, Inc. subsidiary. National Beauty intends to operate a chain of
haircutting stores, located inside or next to major retailers, through Hair Max.
National Beauty's business plan entails developing beauty salons and marketing
the company's own private label beauty products through these operations.
National Beauty is also pursuing the development of its "HAIRMAX" concept, which
aims to locate hair salons, offering quality and inexpensive hair services, in
larger retailers. There is currently one Hairmax store in Boca Raton, Florida.
After some minor construction delays, the second Hair Max store opened in the
first quarter of 2003 in Coral Springs, Florida. Further, National Beauty plans
to open ten stores in Las Vegas, Nevada over the next two years, beginning with
two stores in early spring 2003. Overall, National Beauty plans to roll out 150
haircutting stores across the nation.
We expect to add at least 24 employees during the next 12 months to our retail
operations. We are unable to determine how many additional employees will be
required exactly, for support operations. The three corporate office employees
that are presently on staff will manage new employees.
We have retained the services of Neal Realty and Development of Fort Lauderdale,
Florida to search for shopping center locations in Florida, as well as Lucchesi
and Associates of Las Vegas, Nevada to represent, find and negotiate suitable
locations for Hair Max in Southern Nevada. On August 1, 2002, we signed a 5-year
lease for a new store in Coral Springs, Florida, that began operation in the
first quarter of 2003. In January 2003 we signed a 5-year lease in the Sahara
Pavilion South Shopping Center in Las Vegas, Nevada that will begin operation in
the second quarter of 2003.
Initial plans are for multiple store locations in South Palm Beach County, Dade
County and Broward County, Florida, as soon as appropriate locations are
selected. Clark County, Nevada is also being considered for a second development
market for Hair Max, Inc. In June 2002, the company made application with the
U.S. Patent and Trademark office, to gain exclusive rights to the name and logo
for "Hair Max".
RESULTS OF OPERATIONS
- -----------------------
Net Income
The company had a net loss of $(51,233), or $(.001) per common share, for the
three months ended March 31, 2003, versus a net loss of $(34,433), or $(.01) for
the same period ended March 31, 2002. The change in net loss was primarily due
to an increase in common shares issued for professional services rendered and
salaries for officers.
Sales
Revenues decreased $24,158 or 17% to $121,098 for the three months ended March
31, 2003 as compared with $145,256 for the three months ended March 31, 2002.
The decrease was primarily due a $20,795 decline in cleaning division sales in
the first quarter of 2003 compared to the comparable period in 2002. Average
selling prices and gross margins remained fairly constant. To distinguish the
cleaning services segment from beauty supply, the company generated sales of
$61,276 and $59,822 during the three months ended March 31, 2003 from those
segments, respectively.
Expenses
Selling, General, and Administrative expenses for the three months ended March
31, 2003 increased $15,678 to $126,580. In comparison with the three-month
period ended March 31, 2002, consulting and payroll increased by $10,570 due to
common stock issuances for professional services rendered and salaries for
officers in the first quarter of 2003. There were 200,000 shares issued to a
consultant in the first quarter of 2003. The shares were priced and recorded at
5 cents per share representing the closing stock price on the date of issuance.
Liquidity and Capital Resources
On March 31, 2003, we had cash of $60,788 and working capital of $59,672. This
compares with cash of $98,837 and working capital of $98,405 at December 31,
2002. The decrease in cash and working capital was due to an increase in net
loss for the first quarter of 2003. Operating activities had a net usage of cash
in the amount of $38,049 during the first quarter of 2003 reflecting an excess
of expenditures over revenues.
Net cash used in operating activities was $38,049 for the three months ended
March 31, 2003 as compared with net cash used in operating activities of $4,128
for the same period ended March 31, 2002. The decrease in cash used was
primarily attributable to an increase in net loss for the 2003 period.
Net cash provided by financing activities was nil for the three months ended
March 31, 2003 as compared with net cash used in financing activities of $719
for the three months ended March 31, 2002. The decrease in net cash used
financing activities was solely due to the final payoff of the capitalized lease
obligation in 2002.
ITEM 3. CONTROLS AND PROCEDURES
- --------
(a) On March 31, 2003, our Chief Executive Officer and Chief Financial Officer
made an evaluation of our disclosure controls and procedures. In our opinion,
the disclosure controls and procedures are adequate because the systems of
controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure controls and procedures.
(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
The CEO is the Chief Operating Decision Maker. The Chief Operating Decision
Maker uses net cash flow as his primary profitability measure in assessing
segment performance and allocating resources.
PART II. OTHER INFORMATION
- --------
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
On February 6, 2003, we issued 200,000 shares of restricted common stock to
Marketshare Recovery for investor relations services, for consideration of
payment in full. Exemption from registration under the Securities Act of 1933
("Act") is claimed for the sale of these securities in reliance upon the
exemption offered by Section 4(2) of the Act, which exempts transactions by
issuers not involving a public offering.
On May 15, 2003, we issued 500,000 and 100,000 Series A convertible preferred
shares to Edward Roth and Alisha Roth, respectively, pursuant to employment
agreements.
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
Incorporated by reference.
--Signature page follows--
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NATIONAL BEAUTY CORPORATION
(Registrant)
Date: May 15, 2003 /S/ Michael J. Bongiovanni
__________________________
Chief Financial Officer
Date: May 15, 2003
/S/ Edward A. Roth
__________________________
Chief Executive Officer
EXHIBIT 99
Certifications
I, Edward A. Roth, Chief Executive Officer certify that:
1. I have reviewed this quarterly report on Form 10-QSB of National Beauty Corp.
2. Based on my knowledge, the report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 annual
report ("Evaluation Date"); and
c) presented in this annual report are 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 (all of which do not
apply); 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,
(all of which do not apply); 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.
Date: May 15, 2003
/s/ Edward A. Roth
_____________________
Edward A. Roth
Chief Executive Officer
I, Michael J. Bongiovanni, Chief Financial Officer certify that:
1. I have reviewed this quarterly report on Form 10-QSB of National Beauty Corp.
2. Based on my knowledge, the report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 annual
report ("Evaluation Date"); and
c) presented in this annual 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 (all of which do not
apply); 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 (all
of which do not apply); 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 (all of which do not
apply).
Date: May 15, 2003
/s/ Michael J. Bongiovanni
________________________
Michael J. Bongiovanni
Chief Financial Officer