U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to -------------
Commission file number: 333-68570
Lexington Barron Technologies, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
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Colorado 84-1557072
(State of incorporation) (I.R.S. Employer Identification No.)
102 South Tejon Street, Suite 1100
Colorado Springs, Colorado 80903
(Address of principal executive offices)
Registrant's telephone number: (719) 351-7910
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The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of May 27, 2003 was 7,051,025
Lexington Barron Technologies, Inc. Index to Form 10-QSB
Part 1 Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
Part I. Financial Information
Item 1. Financial Statements
LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Condensed Balance Sheet
March 31, 2003
Current Assets
Cash....................................... $ 183
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Total current assets $ 183
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Equipment, net ............................. 2,758
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$ 2,941
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Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued expenses.... $ 56,250
Due to officer .......................... 100
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Total current liabilities... 56,350
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Shareholders' equity (Note D):
Preferred stock ......................... -
Common stock............................. 96,602
Additional paid-in capital.............. 412,050
Deficit accumulated during
development stage..................... (562,061)
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Total shareholders' equity........ (53,409)
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$ 2,941
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See accompanying notes to financial statements.
F-3
LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Condensed Statement of Operations
August 23,
2000
(Inception)
through
For the Three Months March 31,
Ended March 31, 2003
-------------------------- ------------
2003 2002
Consulting revenue............................... $ 1,000 $ 7,500 $ 25,450
------------ ------------ ------------
Operating expenses:
Stock-based compensation:
Consulting .................................. - - 27,500
Marketing.................................... - - 25,000
Expense reimbursement........................ - - 1,683
Legal Fees................................... - - 4,286
Professional services.......................... 802 12,041 32,711
Contributed services (Note B).................. 56,550 34,850 388,800
Contributed rent (Note B)...................... 2,250 2,250 23,250
Depreciation................................... 702 556 5,661
Offering Costs (Note D)........................ 73,500 - 73,500
Other general and administrative costs......... 116 319 5,120
------------ ------------ ------------
Total operating expenses................. 133,920 50,016 587,511
------------ ------------ ------------
Loss before income taxes................. (133,920) $ (42,516) $ (562,061)
Income tax provision (Note C).................. - - -
------------ ------------ ------------
Net loss................................. $ (132,920) $ (42,516) $ (562,061)
============ ============ ============
Basic and diluted loss per share................. $ (0.02) $ (0.01)
============ ============
Weighted average common shares outstanding....... 7,051,025 6,176,025
============ ============
See accompanying notes to financial statements.
F-4
LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
August 23,
2000
(Inception)
through
For the Three Months March 31,
Ended March 31, 2003
-------------------------- -------------
2003 2002
Net cash (used in)
operating activities.............. 33 (12,289) (23,917)
------------ ------------ ------------
Cash flows from investing activities:
Capital Expenditures............................ - (3,500) (3,500)
------------ ------------ ------------
Net cash (used in)
investing activities.............. - (3,500) (3,500)
------------ ------------ ------------
Cash flows from financing activities:
Working capital advances from an
officer ...................................... - - 100
Net proceeds from sale of common stock.......... - 27,500 27,500
------------ ------------ ------------
Net cash provided by
financing activities.............. - 27,500 27,600
------------ ------------ ------------
Net change in cash................ 33 11,711 183
Cash, beginning of period......................... 150 - -
------------ ------------ ------------
Cash, end of period............................... $ 183 $ 11,711 $ 183
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes................................ $ - $ - $ -
============ ============ ============
Interest.................................... $ - $ - $ -
============ ============ ============
Non-cash investing and financing activities:
Common stock issued
for deferred offering costs................. $ - $ - $ (10,000)
============ ============ ============
See accompanying notes to financial statements.
F-5
LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
Unaudited
Note A: Basis of presentation
The financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its Form 10-KSB
with financial statements dated December 31, 2002, and should be read
in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim period presented
have been made. The results of operations for the periods presented
are not necessarily indicative of the results to be expected for the
year.
The Company is in the development stage in accordance with
Statements of Financial Accounting Standards (SFAS) No. 7 "Accounting
and Reporting by Development Stage Enterprises". As of March 31,
2003, the Company has devoted substantially all of its efforts to
financial planning, raising capital, and developing markets.
Financial data presented herein are unaudited.
Note B: Related party transactions
An officer contributed office space to the Company during all periods
presented. The office space was valued at $750 per month based on
the market rate in the local area and is included in the accompanying
financial statements as contributed rent expense with a corresponding
credit to additional paid-in capital.
Three officers contributed product and service development, business
development and administrative services to the Company during the
three months ended March 31, 2003 and 2002. The time and effort was
recorded in the accompanying financial statements based on the
prevailing rates for such services, which ranged from $50 to $100 per
hour based on the level of services performed. The services are
reported as contributed services with a corresponding credit to
additional paid-in capital.
Note C: Income taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating
losses during all periods presented resulting in a deferred tax
asset, which was fully allowed for; therefore, the net benefit and
expense resulted in $-0- income taxes.
LEXINGTON BARRON TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
Unaudited
Note D: Shareholders' equity
SB-2 Registration
In April 2002, the Company filed a Registration Statement with the
Securities and Exchange Commission ("SEC") on Form SB-2 to register
to sell 6,816,191 shares of its no par common stock at $.10 per
share. 1,816,191 shares were registered for sale by selling
shareholders and 5,000,000 were registered for sale by the Company.
The SEC accepted the Form SB-2 during November 2002. However, the
Company closed the offering in February 2003 without selling any
shares of its common stock. After the offering was closed, the
Company charged $73,500 in deferred offering costs to operations.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results and Plan of Operations
- ---------------------------------------
For the period from inception through December 31, 2001 no revenue
was generated or anticipated by management's forecast. In November
2001, we started a small test customer acquisition campaign that
targeted 20 potential small businesses in Colorado and California.
Management planned on its first revenue generating project by the
first quarter of 2002, which it successfully met. In December 2001,
we signed a consulting agreement with our first customer, Aspin
Incorporated, for $3,000 to assist them with financial planning.
This project entailed helping Aspin with financial modeling for its
service offering, capital budgeting exercises, determining a strategy
for future financing needs, and developing revenue forecasts for pro
formas. This project resulted in $4,000 of revenues, of which $2,000
was received on February 26, 2002 and the remaining $2,000 was
received on April 8, 2002. We have a relationship with Charles
Fishel, a director of Aspin Incorporated. Mr. Fishel purchased 50,000
shares of our common stock in our Regulation D private offering at a
price of $0.04 per share. Mr. Fishel was largely responsible for
Lexington Barron securing the contract with Aspin Incorporated.
In February 2002, we signed two more customer agreements one with
Energy Alert, Inc. for $3,000 and the other with Aurel Corporation
for $2,500. We received payment for both contracts in April 2002.
The consulting project with Energy Alert involved an analysis of the
sales and distribution channels and how best to strategically
position the company. For Aurel, we helped the company to structure
itself optimally so that workflow is maximized and shareholder value
is optimized. We also performed a market analysis that included a
business strategy and road map for the company to follow.
In April 2002, Energy Alert asked us to perform some additional
strategy consulting as well as some corporate structuring services,
which resulted in $8,000 in additional revenue which we received on
May 9, 2002. For this contract, we helped Energy Alert evaluate its
systems and procedures to determine a more efficient sales strategy
and delivery of products and services. In order to implement these
recommendations, Energy Alert needed our help in restructuring
certain departments and how to improve the effectiveness of the
organizational chart.
In May 2002, we signed a customer agreement with ConservE Inc. for
$5,750 and received payment in June 2002. ConserveE contracted us to
help them conduct a feasibility study of their business model and
then conduct market research to help them identify strengths,
weaknesses, threats and opportunities the company is facing.
In August 2002, we signed a customer agreement with RZ Graphics for
$3,200 and received payment in September and November 2002. RZ
Graphics contracted us to help them conduct a feasibility study of
their business model with specific emphasis and analysis of the sales
and distribution channels.
As a result, this small test customer acquisition campaign has
resulted in $24,450 in revenues to date. However, we wish to remind
investors that there can be no guarantee that we will be able to
continue to secure customer agreements or generate sufficient
revenues, if any, in the future.
In February 2003, we started some other business development
activities. This resulted in one secured contract with several other
proposals outstanding as of March 31, 2003. We performed some
business planning and systems integration consulting for Camino Real
Warehouse. The contract was for $1,000 and was paid in full. However,
we wish to remind investors that there can be no guarantee that we
will be able to continue to secure customer agreements or generate
sufficient revenues, if any, in the future.
If we are unsuccessful at raising sufficient funds, for whatever
reason, to fund our operations, we may be forced to seek a buyer for
our business or another entity with which we could create a joint
venture. We have not identified any buyers or any joint venture
candidates. In addition, we have not entered into any understandings
or agreements to sell the business.
The deficit we have accumulated during our development stage from
inception to March 31, 2003 is $562,061. We incurred expenses during
the quarter ending March 31, 2001 of $133,920. These expenses have
been financed exclusively through receipts from equity subscriptions
and through the issuance of restricted shares of our common stock and
contributed services by our offices. Our loss per share for the
quarter ending March 31, 2001 was $(0.02).
Depreciation expense from August 23, 2000 (inception) through March
31, 2003 totaled $5,661. We depreciate our computer equipment over
three years, commencing on the day the equipment is placed into
service.
As of March 31, 2003, we had accounts payable totaling $56,250. The
payable is to our attorney for services rendered in connection with
our offering and SB-2 filing.
During the three months ended March 31, 2003, we incurred $802 in
professional services. These services were for Internet advertising.
In addition, we booked $56,550 in contributed services and $2,250 in
contributed rent. Contributed services are management's time and
effort for which no cash or stock-based compensation will be paid.
The value of management's time and effort is estimated by comparing
the level of effort to the cost of similar labor in the local market.
The amount of time contributed is taken from time and attendance
records. Contributed rent is office space provided by management at
no charge. The value of contributed rent is determined by comparing
the size and quality of the office space provided with the cost of
similar space in the local market.
Management believes that, even though our auditors have expressed
substantial doubt about our ability to continue as a going concern,
due to our low burn rate and the cooperation of our management in
deferring salaries, even if we are unsuccessful in selling any of the
shares of common stock offered by this prospectus, assuming that we
do not commence our anticipated operations, we will be able to
satisfy our cash requirements for at least the next 12 months.
However, please be aware that at March 31, 2003 we had a total of
only $183 in cash on hand. Fully executing our business plan,
however, will significantly change our cash needs and monthly burn
rate and we will not be able to begin such execution until we have
raised at least $250,000 in gross proceeds. "Monthly burn rate" is
the amount of money we must spend each month to continue operating.
If we are unable to have sufficient cash to cover our monthly
expenses, then we may not be able to continue operating and investors
would lose their entire investment.
We do not anticipate that there will be any significant changes in
the number of employees or expenditures from what is discussed in
this prospectus. There can be no guarantee, however, that conditions
will not change forcing us to make changes to any of our plan of
operations or business strategies.
Liquidity and Capital Resources
- -----------------------------------------
At this time we do not have any significant current liabilities.
Our business expansion will require significant capital resources
that may be funded through the issuance of notes payable or other
debt arrangements that may affect our debt structure.
To date we have spent a total of $562,061 in general operating
expenses and expenses associated with monthly operations. These
expenses included communications, rent and other general and
administrative costs. We raised the cash amounts used in these
activities from a Regulation D offering in which we raised $27,500,
net of $7,500 in offering costs. The $7,500 was paid to Europa
Global for assisting with the drafting of the offering document.
To date, we have managed to keep our monthly cash flow
requirement under an estimated $800 per month for two reasons.
First, our officers have agreed to defer their salaries until the
earlier of June 1, 2003 or until we have raised a minimum of $250,000
in gross proceeds from this offering. Second, we have been able to
keep our operating expenses to a minimum by operating in space owned
by our sole officer and are only paying the direct expenses
associated with our business operations.
Given our low monthly burn rate and the agreement of our
officers, management believes that, even though our auditors have
expressed substantial doubt about our ability to continue as a going
concern, and assuming that we do not fully commence our anticipated
operations it has sufficient financial resources to meet its
obligations for at least the next twelve months.
However, we may not be able to obtain additional capital or
generate sufficient revenues to fund our operations. If we are
unsuccessful at raising sufficient funds, for whatever reason, to
fund our operations, management believes it can continue seeking
opportunities in the business consulting industry that require less
capital. An example of such an opportunity would be securing a
consulting contract and then subcontracting the project to other
consultants to perform on the contract. If no alternative financing
can be found and management is unable to identify and capitalize on
opportunities in the business consulting industry, we may be forced
to seek a buyer for our business or another entity with which we
could create a joint venture. However, we have not identified any
buyers or any joint venture candidates. In addition, we have not
entered into any understandings or agreements to sell the business.
If all of these alternatives fail, we expect that we will be required
to seek protection from creditors under applicable bankruptcy laws.
Our independent auditor has expressed substantial doubt about our
ability to continue as a going concern and believes that our ability
is dependent on our ability to implement our business plan, raise
capital and generate revenues. See Note 1 of our financial
statements.
Uncertainties
- -----------------
There is intense competition in the consulting industry with
other companies that are much larger and both national and
international in scope and which have greater financial resources
than we have. At present, we require additional capital to make our
full entrance into the consulting industry.
Forward Looking Statements
- ------------------------------------
Certain statements in this report are forward-looking statements
within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in its forward-
looking statements are based on reasonable assumptions, there are
risks and uncertainties that may cause actual results to differ
materially from expectations. These risks and uncertainties include,
but are not limited to, competitive pricing pressures at both the
wholesale and retail levels, changes in market demand, changing
interest rates, adverse weather conditions that reduce sales at
distributors, the risk of assembly and manufacturing plant shutdowns
due to storms or other factors, and the impact of marketing and cost-
management programs.
Recent Accounting Pronouncements
- ----------------------------------------------
Statement No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" supercedes Statement No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("SFAS 121"). Though it retains the basic requirements
of SFAS 121 regarding when and how to measure an impairment loss,
SFAS 144 provides additional implementation guidance. SFAS 144
excludes goodwill and intangibles not being amortized among other
exclusions. SFAS 144 also supercedes the provisions of APB 30,
"Reporting the Results of Operations," pertaining to discontinued
operations. Separate reporting of a discontinued operation is still
required, but SFAS 144 expands the presentation to include a
component of an entity, rather than strictly a business segment as
defined in SFAS 131, Disclosures about Segments of an Enterprise and
Related Information. SFAS 144 also eliminates the current exemption
to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years
beginning after December 15, 2001. The implementation of SFAS 144 on
January 1, 2002 did not have a material effect on the Company's
financial position, results of operations or liquidity.
Statement No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections,"
("SFAS 145") updates, clarifies, and simplifies existing accounting
pronouncements. Statement No. 145 rescinds Statement 4, which
required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net
of related income tax effect. As a result, the criteria in Opinion
30 will now be used to classify those gains and losses. Statement 64
amended Statement 4, and is no longer necessary because Statement 4
has been rescinded. Statement 44 was issued to establish accounting
requirements for the effects of transition to the provisions of the
Motor Carrier Act of 1980. Because the transition has been
completed, Statement 44 is no longer necessary. Statement 145 amends
Statement 13 to require that certain lease modifications that have
economic effects similar to sale-leaseback transactions be accounted
for in the same manner as sale-leaseback transactions. This
amendment is consistent with FASB's goal requiring similar accounting
treatment for transactions that have similar economic effects. This
statement is effective for fiscal years beginning after May 15, 2002.
The adoption of SFAS 145 is not expected to have a material impact on
the Company's financial position, results of operations or liquidity.
Statement No. 146, "Accounting for Exit or Disposal Activities"
("SFAS 146") addresses the recognition, measurement, and reporting of
costs that are associated with exit and disposal activities that are
currently accounted for pursuant to the guidelines set forth in EITF
94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to exit an Activity (including Certain Cost
Incurred in a Restructuring)," cost related to terminating a contract
that is not a capital lease and one-time benefit arrangements
received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated
with an exit or disposal activity is recognized in the periods in
which it is incurred rather than at the date the Company committed to
the exit plan. This statement is effective for exit or disposal
activities initiated after December 31, 2002 with earlier application
encouraged. The adoption of SFAS 146 did not have a material impact
on the Company's financial position, results of operations or
liquidity.
Statement No. 148, "Accounting for Stock-Based Compensation-
Transition and Disclosure", amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation." In response to a growing
number of companies announcing plans to record expenses for the fair
value of stock options, Statement 148 provides alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition,
Statement 148 amends the disclosure requirements of Statement 123 to
require more prominent and more frequent disclosures in financial
statements about the effects of stock-based compensation. The
Statement also improves the timeliness of those disclosures by
requiring that this information be included in interim as well as
annual financial statements. In the past, companies were required to
make pro forma disclosures only in annual financial statements. The
disclosure provisions of Statement 148 did not have a material impact
on the Company's financial position, results of operations or
liquidity.
In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" (FIN 45).
FIN 45 requires that upon issuance of a guarantee, a guarantor must
recognize a liability for the fair value of an obligation assumed
under a guarantee. FIN 45 also requires additional disclosures by a
guarantor in its interim and annual financial statements about the
obligations associated with guarantees issued. The recognition
provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are
effective for financial statements of interim or annual periods
ending after December 15, 2002. . The adoption of this pronouncement
does not have a material effect on the earnings or financial position
of the Company.
In January 2003, the FASB issued Interpretation No. 46 ("FIN
46"), "Consolidation of Variable Interest Entities." FIN 46 requires
that if an entity has a controlling financial interest in a variable
interest entity, the assets, liabilities and results of activities of
the variable interest entity should be included in the consolidated
financial statements of the entity. FIN 46 requires that its
provisions are effective immediately for all arrangements entered
into after January 31, 2003. The Company does not have any variable
interest entities created after January 31, 2003. For those
arrangements entered into prior to January 31, 2003, the FIN 46
provisions are required to be adopted at the beginning of the first
interim or annual period beginning after June 15, 2003. The Company
has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that
will have a significant impact on its consolidated balance sheet and
results of operations.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in
the Company's Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the 90-day period prior to the date of this report, an
evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
Subsequent to the date of this evaluation, there have been no
significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, and no
corrective actions taken with regard to significant deficiencies or
material weaknesses in such controls
Part II - Other Information
Items 1-5.
There are no reportable events for Item 1 through Item 5.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
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.
June 7, 2003
LEXINGTON BARRON TECHNOLOGIES, INC.
By: /s/ Phillip Kilgore
-----------------------
Phillip Kilgore
Principal Executive Officer,
President, Principal Financial
Officer and Chairman of the Board
of Directors
CERTIFICATIONS
I, Phillip Kilgore, certify that:
1. I have reviewed this annual report on Form 10-QSB of
Lexington Barron Technologies, Inc.
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this annual 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 annual 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 annual 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 (the "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; 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.
6. The registrant`s other certifying officers and I have
indicated in this annual 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.
June 7, 2003
By: /s/ Phillip Kilgore
-----------------------
Phillip Kilgore
Principal Executive Officer and
Principal Financial Officer