UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark one)
[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
For the transition period from ______ to ______
Commission file number 000-32531
NOVA OIL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 91-2028450
------ ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
17922 N. HATCH ROAD, COLBERT, WA 99005-9377
-------------------------------------------
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (509) 466-0576
COMMON STOCK (NONE)
Title of each class Name and exchange on which registered
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period as the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes [X] No [ ]
At November 3, 2003, 5,040,000 shares of the registrant's common stock were
outstanding.
TABLE OF CONTENTS
PART I.
PAGE
----
ITEM 1. Balance Sheets as of September 30, 2003 (unaudited)
and December 31, 2002 3
Statements of Operations for the Three and Nine
Month Periods Ended September 30, 2003 and 2002 (unaudited) 4
Statements of Cash Flows for the Nine
Month Periods Ended September 30, 2003 and 2002 (unaudited) 5
Notes to Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
ITEM 3. Controls and Procedures 9
PART II.
ITEM 1. Legal Proceedings 10
ITEM 2. Changes in Securities 10
ITEM 3. Defaults Upon Senior Securities 10
ITEM 4. Submission of Matters to a Vote of Security Holders 10
ITEM 5. Other Information 10
ITEM 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Certifications 12
Page 2
PART I.
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS AS OF SEPTEMBER 30, 2003
NOVA OIL, INC. AND DECEMBER 31, 2002
ASSETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2003 2002
--------- ---------
CURRENT ASSETS
Cash $ 22,451 $ 11,479
Accounts receivable 1,874 2,985
Deferred offering costs 6,310
Inventory 1,680 978
--------- ---------
Total current assets 32,315 15,442
--------- ---------
FIXED ASSETS
Oil properties (successful efforts method), net 23,845 25,235
--------- ---------
Total assets $ 56,160 $ 40,677
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 68 $ 698
--------- ---------
Total liabilities 68 698
--------- ---------
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Preferred stock; $0.0001 par value; 5,000,000
shares authorized; no shares issued and
outstanding
Common stock; $0.001 par value; 100,000,000
shares authorized; 5,040,000 shares
outstanding as of September 30, 2003;
4,400,000 shares issued and outstanding as of
December 31, 2002 5,040 4,400
Additional paid-in capital 104,460 73,100
Accumulated deficit (53,408) (37,521)
---------- ---------
Total stockholders' equity 56,092 39,979
---------- ---------
Total liabilities and stockholders' equity $ 56,160 $ 40,677
========== =========
The accompanying notes are an integral part of these financial statements.
Page 3
STATEMENTS OF OPERATIONS FOR THE
NOVA OIL, INC. THREE AND NINE MONTH PERIODS ENDED
(UNAUDITED) SEPTEMBER 30, 2003 AND 2002
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
----------------------------------- ---------------------------------
THREE NINE THREE NINE
MONTHS MONTHS MONTHS MONTHS
SALES OF OIL $ 1,960 10,249 $ 3,071 $ 7,621
-------------- --------------- --------------- --------------
OPERATING EXPENSES:
Production expenses 6,419 11,236 2,985 7,828
General and administrative
expenses 2,323 13,569 3,707 16,811
Amortization expense 418 1,390 422 1,306
-------------- --------------- --------------- --------------
Total operating expenses 9,160 26,195 7,114 25,945
-------------- --------------- --------------- --------------
OTHER INCOME:
Interest income 40 59 44 195
-------------- --------------- --------------- --------------
Total other income 40 59 44 195
-------------- --------------- --------------- --------------
NET LOSS $ 7,160 15,887 $ 3,999 $ 18,129
============== =============== =============== ==============
NET LOSS PER SHARE $ Nil Nil $ Nil $ Nil
============== =============== =============== ==============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC
5,017,391 4,618,608 4,400,000 4,400,000
============== =============== =============== ==============
The accompanying notes are an integral part of these financial statements.
Page 4
STATEMENTS OF CASH FLOWS FOR THE
NOVA OIL, INC. NINE MONTH PERIODS ENDED
(UNAUDITED) SEPTEMBER 30, 2003 AND 2002
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (15,887) $ (18,129)
Adjustments to reconcile net loss to net cash used
by operating activities:
Amortization 1,390 1,306
Change in:
Accounts receivable 1,111 (202)
Deferred offering costs (6,310)
Inventory (702) (1,451)
Accrued repair expense (9,000)
Accounts payable (630) 2,211
-------------------- --------------------
Net cash flows used by operating activities (21,028) (25,265)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the exercise of common stock options 32,000
-------------------- --------------------
Net cash provided by financing activities 32,000
-------------------- --------------------
NET INCREASE (DECREASE) IN CASH 10,972 (25,265)
CASH AT BEGINNING OF PERIOD 11,479 41,903
-------------------- --------------------
CASH AT END OF PERIOD $ 22,451 $ 16,638
==================== ====================
The accompanying notes are an integral part of these financial statements.
Page 5
NOVA OIL, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The financial statements of Nova Oil, Inc. included herein have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Although certain information normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America has been condensed or omitted, Nova Oil, Inc.
believes that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and notes thereto for the fiscal year ended December 31,
2002 included in Nova Oil, Inc.'s annual report on Form 10-KSB/A1.
The financial statements included herein reflect all normal recurring
adjustments that, in the opinion of management, are necessary for a fair
presentation. The results for interim periods are not necessarily indicative of
trends or of results to be expected for the full year ending December 31, 2003.
Included in the Company's production expenses as presented are all direct
expenses of oil production, including severance taxes and royalties, not
included in production expenses are depreciation, depletion, and amortization
("DD&A") expenses and corporate administration expenses. All information is
presented on the accrual basis of accounting.
2. NATURE OF BUSINESS:
Nova Oil, Inc. is a Nevada Corporation that was formed on February 25, 2000. The
Company was organized to acquire and develop working interests in oil and gas
properties in the United States of America. Unless otherwise indicated, amounts
provided in these notes to the financial statements pertain to continuing
operations.
3. COMMITMENTS AND CONTINGENCIES:
In connection with the purchase of working interests in two oil and gas wells,
the Company entered into an operating agreement with the seller of the interests
and operator of the wells. The agreement, modeled after agreements standard and
customary to the oil industry, commits the Company to pay its share of joint
interest operating costs incurred in the operation, maintenance and potential
future development of the wells. The joint interest payments are billed monthly
by the operator and are due fifteen days after receipt. Oil prices are extremely
volatile and instances may occur where the Company's revenues received from oil
sales are less than its corresponding production expenses. In addition, oil well
repair and maintenance activities may interrupt oil sales revenue and add to
overall operation costs.
4. REVENUE RECOGNITION:
Nova Oil, Inc. recognizes revenue associated with the sale of its crude oil on
the date when the purchaser accepts title by taking physical delivery of the
oil. The commodity price paid for the Company's crude oil, West Texas/New Mexico
Intermediate, is set by Koch's daily average (www.ksandt.com/crude.asp) for the
calendar month immediately prior to the month that the purchaser takes delivery.
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
This report contains both historical and prospective statements concerning the
Company and its operations. Prospective statements (known as "forward-looking
statements") may or may not prove true with the passage of time because of
future risks and uncertainties. The Company cannot predict what factors might
cause actual results to differ materially from those indicated by prospective
statements.
During the third quarter of 2003, management determined that Nova Oil, Inc.
would need to initiate a private placement offering for its common stock in the
fourth quarter of 2003. The Offering is intended to qualify as an exempt
offering under Regulation D of the Securities Act of 1933 in the various states
where offered. To this end, the Company entered into an agreement with Public
Securities, Inc., to serve as the Company's Placement Agent. There is no
assurance that the Company will be successful with this Offering of its
securities.
Management estimates that if the maximum offering is sold, the Company's net
proceeds will be approximately $153,500, after deducting commissions and
offering expenses. The Company intends to use the net proceeds of this offering
for working capital. The amounts and timing of these expenditures will vary
significantly depending upon a number of factors, including, but not limited to,
the amount of cash the Company generates from its on-going operations. The
Company may find it necessary or advisable to use portions of the balance of the
net proceeds for other purposes, and the Company will have broad discretion in
applying the balance of the net proceeds.
The Company has not granted any registration rights in this Offering.
RESULTS OF OPERATIONS
For the three month period ended September 30, 2003 compared to the three month
period ended September 30, 2002
For the three months ended September 30, 2003, the Company experienced a net
loss of $7,160 compared to a net loss of $3,999 during the comparable period of
the previous year. The increase in net loss from 2002 to 2003 is due to
extensive repair and maintenance expenses the Company incurred during the third
quarter of 2003, and decreased oil sales during the third quarter of 2003 as
compared to the same period of 2002.
During the three month period ended September 30, 2003, the Company generated
$1,960 from the sale of 66 barrels of oil at an average sales price of
approximately $30 per barrel. During the three month period ended September 30,
2002, the Company generated $3,071 from the sale of 132 barrels of oil at an
average sales price of approximately $23 per barrel. Oil production expenses
were $6,419, excluding amortization, during the third quarter of 2003, or
approximately $50 per barrel produced, compared to $2,985 or approximately $22
per barrel produced during the third quarter of 2002. The increase in per-barrel
production costs during 2003 is primarily due to extensive repair and
maintenance expenses that were incurred during the third quarter of 2003.
Amortization expense of the Company's investments in its oil properties was
$418, or approximately $6 per barrel of oil sold during the third quarter of
2003, and was comparable to amortization expense of $422 or $3 per barrel sold
during third quarter of 2002.
General and administrative expenses decreased from $3,707 during the third
quarter of 2002, to $2,323 during the comparable quarter of 2003, the decrease
in general and administrative expenses during the third quarter of 2003 was due
to accounting fees associated with the Company's Form 10SB during the third
quarter of 2002 that were not incurred during 2003.
Interest income decreased from $44 during the third quarter of 2002 to $40
during the third quarter of 2003. The decrease was due to a corresponding
decrease in interest bearing cash assets.
For the nine month period ended September 30, 2003 compared to the nine month
period ended September 30, 2002
For the nine months ended September 30, 2003, the Company experienced a net loss
of $15,887 compared to a net loss of $18,129 during the comparable period of the
previous year. The decrease in the net loss from 2002 to 2003 was primarily due
to increased oil sales during the first six months of 2003, as compared to the
same period of 2002.
Page 7
FINANCIAL CONDITION AND LIQUIDITY
During the nine month period ended September 30, 2003, the Company used $26,195
of cash in operating activities. The Company has incurred operating losses of
$53,408, since its inception (February 25, 2000), which raises substantial doubt
about its ability to continue as a going concern.
Management currently estimates fiscal year 2003 cash inflows from oil sales and
exercise of common stock options to equal $47,435, and cash outflows from
operating expenditures to be $44,605, which will yield net operating capital of
$2,830 at the end of the fiscal year, as shown in the following table. No
expenditures for capital projects have been budgeted for fiscal year 2003. The
cash inflow estimate for fiscal year 2003 does not take into consideration any
income that may be generated from the sale of the Company's common stock through
the private placement offering to be undertake in the fourth quarter of 2003.
The Board of Directors is very concerned about the frequency of unexpected
breakdowns and repairs of Nova Oil Inc.'s two oil wells. From January 1, 2002
through August 31, 2003, our costs for ordinary oil well production expenses
were $13,673.45, and costs for unexpected repairs to our oil wells were
$19,523.03, for a total expenditure of $33,196.48. Total revenue received from
the sale of oil produced during this period was $22,118.71. This resulted in a
net operating loss of $11,077.77 for the period January 1, 2002 through August
31,2003. Management is actively gathering information to determine if these
repairs are unique occurrences, or if these types of repairs should be expected
with wells of this age and production history. Management has contacted D-MIL
Production, Inc., to gather information about our wells and similar wells. We
will use this information to make a knowledge-based assessment regarding our
continued investment in these wells.
During the second and third quarter of 2003, the Company issued 640,000 shares
of its common stock to two directors and two shareholders for $32,000 or $0.05
per share. The issuance resulted from the exercise of common stock options that
were granted to the Company's directors and originators pursuant to a motion
adopted on November 18, 2002 by the Company's board of directors. The proceeds
from the issuance are anticipated to enable the Company to meet its financing
obligations for the remainder of 2003.
Management anticipates that revenue derived from the Company's on-going oil
production and sales, and the sale of its common stock through a private
placement offering of its securities, initiated in the third quarter and to be
undertaken in the fourth quarter of 2003, will provide sufficient operating
capital for fiscal year 2004.
Deferred offering costs in the amount of $6,310, were expended in the third
quarter for legal fees and costs associated with the private placement offering.
[The balance of this page has been intentionally left blank.]
Page 8
Cash Inflows and outflows & Timing of Work Scheduled
Fiscal Year 2003
(Actual and Estimated)
2003 1stQtr 2ndQtr 3rdQtr 4thQtr
(Actual) (Actual) (Actual)
Cash Inflows (estimated)
Sale of oil $15,361 $ 2,985 $ 5,197 $ 3,179 $ 4,000
Exercise of stock options 32,000 24,000 8,000
Interest income 74 12 7 40 15
-------- -------- -------- -------- --------
Total (estimated): 47,435 2,997 29,204 11,219 4,015
Cash Outflows (estimated)
Capital expenditures (Projects) 0 0 0 0 0
Operating expenses (estimated)
Oil production expenses 15,229 1,754 2,271 8,729 2,475
General & administrative expenses (G&A)
Printing & copying 323 0 110 13 200
Postage 228 10 18 0 200
Telephone & fax 738 15 74 149 500
Office supplies 171 0 71 0 100
Accounting & auditing 12,321 5,000 2,422 1,610 3,289
Legal fees 8,500 0 0 5,500 3,000
Taxes and licensing fees 50 0 0 0 50
Transfer agent 1,719 0 160 59 1,500
Bank fees 119 24 41 24 30
Registered agent - Texas 139 139 0 0 0
Registered agent - Nevada 135 0 0 0 135
Nevada Secretary of State 85 0 0 0 85
SEC filings - EDGAR 4,728 584 398 1,728 2,018
CUSIP 120 0 120 0 0
Stock quotation service 0 0 0 0 0
-------- -------- -------- -------- --------
Total operating expenses (estimated): 44,605 7,526 5,685 17,812 13,582
-------- -------- -------- -------- --------
Net cash inflows (outflows) (estimated): $ 2,830 $ (4,529) $23,519 $ (6,539) $ (9,567)
======== ========= ======== ======== ========
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed with 90 days of the
filing of this Form 10-QSB, the Company's treasurer and president believe the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) are effective to ensure that information required to be
disclosed by the Company in this report is accumulated and communicated to the
Company's management, including its principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure. There were no significant changes in the Company's internal controls
or other factors that could significantly affect these controls subsequent to
the date of their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
Page 9
PART II.
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
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
NONE
Page 10
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(b) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Nova Oil, Inc.
--------------
(Registrant)
By: /s/PAUL E. FREDERICKS November 13, 2003
--------------------------------- -----------------
Paul E. Fredericks Date
President, Director and Principal Executive Officer
By: /s/ARTHUR P. DAMMARELL, JR.. November 13, 2003
---------------------------------- -----------------
Arthur P. Dammarell, Jr. Date
Treasurer, Director and Principal Financial Officer
Page 11
CERTIFICATIONS
I, Paul E. Fredericks, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Nova Oil, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of and for the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 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 the registrant's board of directors (or persons performing the
equivalent functions);
a. all significant deficiencies in the design or operations 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.
Date: November 13, 2003
-------------------------
/s/PAUL E. FREDERICKS
-------------------------
Paul E. Fredericks
President, Director and Principal Executive Officer
Page 12
CERTIFICATIONS
I, Arthur P. Dammarell, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Nova Oil, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of and for the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 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 the registrant's board of directors (or persons performing the
equivalent functions);
a. all significant deficiencies in the design or operations 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.
Date: November 13, 2003
-------------------------
/s/ARTHUR P. DAMMARELL, JR..
-------------------------
Arthur P. Dammarell, Jr.
Treasurer, Director and Principal Financial Officer
Page 13
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Paul E. Fredericks, President and Principal Executive Officer of Nova Oil,
Inc. (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:
1. This Quarterly Report on Form 10-QSB of the Registrant for the
period ended September 30, 2003, as filed with the Securities
and Exchange Commission (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 results of
operations of the Registrant.
Date: November 13, 2003
/s/PAUL E. FREDERICKS
Paul E. Fredericks
President, Director and Principal Executive Officer
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Arthur P. Dammarell, Jr., Treasurer and Principal Financial Officer of Nova
Oil, Inc. (the "Registrant"), do hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to my knowledge:
1. This Quarterly Report on Form 10-QSB of the Registrant for the
period ended September 30, 2003, as filed with the Securities
and Exchange Commission (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 results of
operations of the Registrant.
Date: November 13, 2003
/s/ARTHUR P. DAMMARELL, JR.
Arthur P. Dammarell, Jr.
Treasurer, Director and Principal Financial Officer