SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF
1934
For the period from January 1, 2003, to March 31, 2003
Or
[ ] 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 0-31245
KAW ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-2048013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
191 Post Road West, Suite 10
Westport CT 06880
(Address of principal executive offices (zip code))
918-336-1773
(Registrant's telephone number, including area code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of
the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of
the Exchange Act: Common Stock:
$0.001 Per Share
Check whether the issuer: (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 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
State the number of shares outstanding of each of
the issuer's class of common equity, as of March 31,
2003: 500,000 shares.
Transitional Small Business Disclosure Format:
Yes No X
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KAW ACQUISITION CORPORATION
(A Development Stage Company)
BALANCE SHEET (Unaudited)
MARCH 31, 2003 AND 2002
03/31/03 03/31/02
ASSETS
Current Assets
Cash $ 0 $ 438
-----------
Total Assets $ 0 $ 438
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Loans from
Stockholders $ 1,062 $ 0
Total Liabilities $ 1,062 $ 0
STOCKHOLDERS' EQUITY
Common stock - $0.001 par
value, 100 million shares
authorized, 500,000 shares
issued and outstanding
$ 500 $ 500
Deficit during the
development stage (1,562) (62)
Total Stockholders'
equity $(1,062) $ 438
Total Liabilities and
Stockholders' Equity $ 0 $ 438
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Operations (Unaudited)
From
Three Months May 3, 2000
Ended (Inception)
March 31 to March
2003 2002 31, 2003
------ ------ ----------
Income
Other income (net) $ 0 $ -- $ --
------ ------ ----------
Expenses
General and administrative 1,500 $ 0 1,562
------ ------ ---------
Net Loss $ 1,500 $ 0 $ 1,562
------ ------ ----------
Earnings per share
Net loss per common
share $0.0030 $0.0031
------
Weighted average of
common shares
outstanding 500,000
----------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Changes in Stockholder's Equity
(Unaudited)
From May 3, 2000 (Inception) to March 31, 2003
Deficit
Accumulated
through the
Common Stock Paid in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ------- --------
Initial stock issuance,
on June 29, 2000
500,000 $ 500 $ -- $ -- $ 500
Net loss, December
31, 2000
-- -- -- (26) (26)
---------- ---------- ---------- ------- ---------
Balance December 31,
2000
500,000 $ 500 $ -- (26) $ 474
Net loss, December
31, 2001
-- -- -- (36) (36)
---------- ---------- ---------- ------- ---------
Balance March
31, 2002
500,000 $ 500 $ -- (62) $ 438
---------- ---------- ---------- ------- ---------
Net loss, December
31, 2002
---------- ---------- ---------- ------- ---------
Balance December
31, 2002
500,000 $ 500 $ -- $ (62) $ 438
Net Loss, March
31, 2003
(1,500) (1,500)
Balance March
31, 2003
500,000 $ 500 $ 0 $(1,562) $(1062)
---------- ---------- ---------- ------- ---------
See notes to financial statements
KAW ACQUISITION CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Six Months Ended March 31, 2003
NOTE 1 UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have
been prepared in accordance with the instructions to
Form 10-QSB and, therefore, omit or condense certain
footnotes and other information normally included in
financial statements prepared in accordance with
generally accepted accounting principles. It is
suggested that these condensed financial statements
should be read in conjunction with the Company's
financial statements and notes thereto included in
the Company's audited financial statements on Form
10-KSB for the fiscal year ended December 31, 2002.
The accounting policies followed for interim
financial reporting are the same as those disclosed
in Note 1 of the Notes to Financial Statements
included in the Company's audited financial
statements on Form 10-KSB for the fiscal year ended
December 31, 2002.
In the opinion of management, the unaudited
financial statements include all necessary
adjustments (consisting of normal, recurring
accruals) for a fair presentation of the financial
position, results of operations and cash flow for
the interim periods presented. Preparing financial
statements requires management to make estimates and
assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Actual
results may differ from these estimates. Interim
results are not necessarily indicative of results
for a full year. The results of operations for the
six-month period ended March 31, 2003, are not
necessarily indicative of operating results to be
expected for a full year.
NOTE 2 SUMMARY OF SIGNIFICANT
ACCOUNTING PRINCIPLES
Stock Options
The Company elected to account for stock options
issued to employees in accordance with Accounting
Principles Board Opinion No. 25 (APB Opinion No. 25)
Accounting For Stock Issued to Employees and related
interpretations, which established financial
accounting and reporting for compensation cost of
stock issued to employees through non-variable
plans, variable plans, and non-compensatory plans,
and accounts for stock options and warrants issued
to non-employees in accordance with SFAS 123,
Accounting for Stock-Based Compensation, which
established a fair value method of accounting for
stock compensation plans with employees and others.
Accounting Pronouncements
In June, 2001, the Financial Accounting Standards
Board issued Statement of Accounting Standards No.
141, Business Combinations (SFAS No. 141), which
establishes financial accounting and reporting for
business combinations and establishes financial
accounting and reporting for business combinations
and supersedes APB Opinion No. 16, Business
Combinations, and FASB Statement No. 38 Accounting
for Preacquisition Contingencies of Purchased
Enterprises. All business combinations in the scope
of this statement are to be accounted for using the
Purchase Method. SFAS No. 141 is applicable for
fiscal years beginning after June 30, 2001.
Accounting Standards No. 142 Goodwill and Other
Intangible Assets (SFAS No. 142) addresses financial
accounting and reporting for acquired goodwill and
other intangible assets and supersedes APB Opinion
No. 17. This statement addresses how goodwill and
intangible assets other than those acquired in a
business combination should be accounted for after
they have been initially recognized on the financial
statements. SFAS No. 142 is applicable for fiscal
years beginning after December 15, 2001.
Statement No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets supersedes 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
supersedes 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 Company believes that the future
implementation of SFAS 144 will not have a material
effect on the Company's financial position, results
of operations or liquidity.
Concentration of Risk
There were no cash balances at March 31, 2003, that
exceed federal insurance limits.
Basic Earnings (Loss) per Share
Basic earnings (loss) per share for each year is
computed by dividing income (loss) for the year by
the weighted average number of common shares
outstanding during the year. Diluted earnings
(loss) per share include the effects of common stock
equivalents to the extent they are dilutive.
Basic weighted average number of shares outstanding
at March 31, 2003, is as follows:
Basic weighted average number of shares outstanding
500,000
NOTE 3 STOCKHOLDER'S EQUITY
Common Stock
The Company is authorized to issue 100,000,000
shares of common stock at $0.001 par value. On June
29, 2000, the Company issued 500,000 shares of
common stock for an aggregate consideration of $500.
NOTE 4 GOING CONCERN UNCERTAINTY
These financial statements are presented assuming
the Company will continue as a going concern. The
Company has no operating history, no established
source of revenue or earnings from operations, as
well as an accumulated deficit. This raises
substantial doubt about the Company's ability to
continue as a going concern. Management's plan in
regard to these matters includes active pursuit of
suitable business opportunities with which to
negotiate business combinations on terms favorable
to the Company.
NOTE 5 SUBSEQUENT EVENTS
Changes in Control of Registrant
On April 25, 2003, the then sole shareholder,
officer and director, Peter R. Goss of Kaw
Acquisition Corporation ("Kaw/Company") appointed
Henry J. Boucher, Jr., and Robert Laraia as
Directors of Kaw with Henry J. Boucher, Jr., to
serve as President and Robert Laraia to serve as
Secretary/Treasurer. Mr. Goss resigned as the
Company's sole Officer and Director of the Company.
Mr. Goss' resignation did not involve any
disagreement with the Company on any matter related
to Kaw's operations, policies or practices.
During the month of July, 2002, Peter Goss, the sole
shareholder the of the Company, agreed to sell all
of his shares of stock comprising 500,000 common
shares of Kaw Acquisition Corporation for $165,000.
The sale was subject to the Company being current in
all of its required filings with the Securities and
Exchange Commission through December 31, 2002. Mr.
Goss received a partial payment of $55,000 in
October, 2002, as against the then purchase price.
The transaction was a private sale by Mr. Goss of
his restricted common shares of the Company. The
parties to the sale and purchase agreement then
renegotiated the terms of the agreement (including
the undertaking of Mr. Goss to update all filings
required to be made with the United States
Securities and Exchange Commission). These filings
are now complete and the sale of stock was completed
as follows: Mr. Goss sold 250,000 shares of the
common shares of the Company to each of Trails End
Management, LLC, and Deerwood Capital, LLC, each
Delaware limited liability companies, and Mr. Goss
resigned as an Officer and Director of the Company
and appointed new Directors.
Upon completing the events described above, a change
of control of Kaw resulted.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
Plan of Operation
Messrs. Boucher and Laraia intend to locate
potential target companies for Kaw and are not
authorized to enter into any agreement with a
potential target company binding Kaw. Messrs.
Boucher and Laraia may provide assistance to target
companies incident to and following a business
combination, and receive payment for such assistance
from target companies.
Messrs. Boucher and Laraia anticipate that they will
enter into agreements with other consultants to
assist them in locating a target company and may
share their stock in Kaw with or grant options on
such stock to such referring consultants and may
make payments to such consultants from their own
resources. There is no minimum or maximum amount of
stock, options, or cash that Messrs. Boucher and
Laraia. may grant or pay to such consultants.
Messrs. Boucher and Laraia are solely responsible
for the costs and expenses of their activities in
seeking a potential target company, including any
agreements with consultants, and Kaw has no
obligation to pay any costs incurred or negotiated
by Messrs. Boucher and Laraia.
Messrs. Boucher and Laraia may seek to locate a
target company through solicitation. Such
solicitation may include newspaper or magazine
advertisements, mailings and other distributions to
law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of
one or more World Wide Web sites and similar
methods. If Messrs. Boucher and Laraia engage in
solicitation, no estimate can be made as to the
number of persons who may be contacted or solicited.
To date Messrs. Boucher and Laraia have not utilized
solicitation and expect to rely on consultants in
the business and financial communities for referrals
of potential target companies.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company
and the Company is unaware of such proceedings
contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTER TO A VOTE
OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Changes in Control of Registrant
On April 25, 2003, the then sole shareholder,
officer and director, Peter R. Goss of Kaw
Acquisition Corporation ("Kaw/Company") appointed
Henry J. Boucher, Jr., and Robert Laraia as
Directors of Kaw with Henry J. Boucher, Jr., to
serve as President and Robert Laraia to serve as
Secretary/Treasurer. Mr. Goss resigned as the
Company's sole Officer and Director of the Company.
Mr. Goss' resignation did not involve any
disagreement with the Company on any matter related
to Kaw's operations, policies or practices.
During the month of July, 2002, Peter Goss, the sole
shareholder the of the Company, agreed to sell all
of his shares of stock comprising 500,000 common
shares of Kaw Acquisition Corporation for $165,000.
The sale was subject to the Company being current in
all of its required filings with the Securities and
Exchange Commission through December 31, 2002. Mr.
Goss received a partial payment of $55,000 in
October, 2002, as against the then purchase price.
The transaction was a private sale by Mr. Goss of
his restricted common shares of the Company. The
parties to the sale and purchase agreement then
renegotiated the terms of the agreement (including
the undertaking of Mr. Goss to update all filings
required to be made with the United States
Securities and Exchange Commission). These filings
are now complete and the sale of stock was completed
as follows: Mr. Goss sold 250,000 shares of the
common shares of the Company to each of Trails End
Management, LLC, and Deerwood Capital, LLC, each
Delaware limited liability companies, and Mr. Goss
resigned as an Officer and Director of the Company
and appointed new Directors.
Upon completing the events described above, a change
of control of Kaw resulted.
Beneficial Ownership
The following table shows the Kaw Common Stock owned
beneficially by (i) each of our Executive Officers,
(ii) each of our current Directors, (iii) all
Executive Officers and Directors as a group, and
(iv) each person known by us to be the beneficial
owner of more than five percent of our Common Stock
as of April 25, 2003. "Beneficial ownership" is a
technical term broadly defined by the Securities and
Exchange Commission to mean more than ownership in
the usual sense. For example, you beneficially own
Common Stock not only if you hold it directly, but
also if you indirectly (through a relationship, a
position as Director or Trustee, or a contract or
understanding), have (or share the power to vote the
stock or sell it) the right to acquire it within 60
days. Except as disclosed in the footnotes below,
each of the Executive Officers and Directors listed
have sole voting and investment power over his
shares. As of April 25, 2003, there were 500,000
shares of Common Stock issued and outstanding and
two holders of record.
SHARES
BENEFICIALLY
NAME CURRENT TITLE OWNED
Henry J. Boucher, Jr. President, Director 250,000
Robert Laraia Director, Secretary/
Treasurer 250,000
All Current Officers and
Directors as a Group
(2 persons) 500,000
Deerwood Capital, LLC 250,000
Trails End Management, LLC 250,000
(1) Unless otherwise specifically noted, all addresses are care
of the Company at Trails End Management, LLC, 222 Main
Street, #276, Farmington CT 06032.
(2) Mr. Boucher is the sole member and sole manager of Deerwood
Capital, LLC, which owns 250,000 shares of Kaw common
stock, representing 50% of the issued and outstanding common
stock
(3) Mr. Laraia is the sole member and sole manager of Trails End
Management, LLC, which owns 250,000 shares of Kaw common
stock, representing 50% of the issued and outstanding common
stock.
Kaw's Management
The following table sets forth certain information
regarding the members of Kaw's Board of Directors
and its executive officers as of April 25, 2003:
Name Age Position
Henry Boucher, Jr. 55 President, Director
Robert Laraia 33 Director, Secretary/
Treasurer
Our Directors have been elected to serve until the
next Annual Meeting of Kaw's stockholders and until
their respective successors have been elected and
qualified or until death, resignation, removal or
disqualification. Kaw's Certificate of
Incorporation provides that the number of Directors
to serve on the Board of Directors may be
established, from time to time, by action of the
Board of Directors. Director vacancies are filled
by election by a majority vote of the remaining
Directors. Kaw's executive officers are appointed
by and serve at the discretion of the Board of
Directors.
Each biography of our current Officer and Directors
follows:
HENRY J. BOUCHER, JR., PRESIDENT AND
DIRECTOR: Mr. Boucher received his M.S. in economics
from South Dakota State University in 1972. From 1992 to
June, 1999, he was a Vice President of Mercer Management
Consulting, a subsidiary of Marsh McLennan, an
insurance brokerage firm. Prior to joining Mercer,
Mr. Boucher was a partner with the accounting firm
of Coopers and Lybrand (now Price Waterhouse
Coopers). From June, 1999, to July, 2000, Mr.
Boucher was a partner with Arthur Andersen. He
joined Business Edge Solutions, where he was a Vice
President until December, 2000. From January, 2001,
Mr. Boucher has been a principal of Mentus
Consulting, LLC.
ROBERT LARAIA, DIRECTOR AND SECRETARY/
TREASURER: Mr. Laraia received a Bachelor in Business
Administration from The University of Hartford in
1991 and a Masters Degree in Business Administration
from The University of Hartford in 1993. From 1991
to 1997 he was the Network Manager of the Investment
Division of Cigna Corporation; from 1997-2000 he was
a Consultant for Avares Partners, Westchester, New
York, an information technology firm, and since 2000
to the present he owns and is the President of
Wintonbury Consulting in Farmington, Connecticut.
Mr. Laraia is a Registered Communication
Distribution Designer and Wintonbury Consulting is
involved in the design, integration and
implementation of telephone communication (voice,
data, video, audio and other low voltage control)
transportation systems and their related
infrastructure components.
ITEM 6. EXHIBITS AND REPORTS
Exhibits
EXHIBIT DESCRIPTION
NUMBER
3.1 Articles of Incorporation (1)
3.1.1 Articles of Amendment to Articles of
Incorporation dated September 30,
2002. (2)
3.2 Bylaws (1)
3.3 Specimen Stock Certificate (1)
10.1 Agreement with Peter Goss (1)
10.2 Shareholders Agreement (1)
99.1-99.3 Certification by the Company's President
and Chief Financial Officer*
(1) Filed as an Exhibit to the Company's Form
10-SB, filed with the Securities and Exchange
Commission on August 7, 2000.
(2) Filed as an Exhibit to the Company's Form
8-K, filed with the Securities and Exchange
Commission on March 31, 2003.
* Filed as Exhibits to this form 10-QSB
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.
KAW ACQUISITION CORPORATION
By: /s/ Henry J. Boucher, Jr.
Henry J. Boucher, Jr., President
Dated: May 15, 2003
EXHIBIT 99.1
CERTIFICATION
I, Henry J. Boucher, Jr., President, Director and
Chief Financial Officer of Kaw Acquisition
Corporation, certify that:
1. I have reviewed this quarterly report on Form
10-Q of Kaw Acquisition Corporation;
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. I am responsible for establishing and
maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I 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 me 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
my conclusions about the effectiveness of the
disclosure controls and procedures based on
my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most
recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of
directors (or persons performing the equivalent
function):
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. I have indicated in this quarterly
report whether or not there were significant changes
in internal controls or in other factors that could
significantly affect internal controls subsequent to
the date of my most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.
By: /s/ Henry J. Boucher, Jr.
Henry J. Boucher, Jr., President
Dated: May 15, 2003
EXHIBIT 99.2
CERTIFICATION
I, Robert Laraia, Chief Financial Officer of Kaw Acquisition
Corporation, certify that:
1. I have reviewed this quarterly report on Form
10-Q of Kaw Acquisition Corporation;
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. I am responsible for establishing and
maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I 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 me 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
my conclusions about the effectiveness of the
disclosure controls and procedures based on
my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most
recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of
directors (or persons performing the equivalent
function):
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. I have indicated in this quarterly
report whether or not there were significant changes
in internal controls or in other factors that could
significantly affect internal controls subsequent to
the date of my most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.
By: /s/ Robert Laraia
Robert Laraia, Chief Financial Officer
Dated: May 15, 2003
EXHIBIT 99.3
CERTIFICATION OF THE PRESIDENT AND
CHIEF FINANCIAL OFFICER
We, Henry J. Boucher, Jr., President, and Robert Laraia,
Chief Financial Officer of Kaw Acquisition
Corporation (the "Registrant"), do hereby certify in
accordance with 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-QSB
of the Registrant, to which this
Certificate is attached as an Exhibit
(the "Report'), fully complies with
the requirements of Section 13(a) or
15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m), as amended;
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: May 15, 2003
By: /s/ Henry J. Boucher, Jr.
Henry J. Boucher, Jr., President
By: /s/ Robert Laraia
Rober Laraia, Chief Financial Officer