1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] 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: 33-94318-C
AMERITYRE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 87-0535207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1501 INDUSTRIAL ROAD, BOULDER CITY, NEVADA 89005
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(Address of principal executive offices) (Zip Code)
(702) 293-1930
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(Registrant's telephone number, including area code)
705 YUCCA STREET, BOULDER CITY, NEVADA 89005
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(Former name, former address, and former fiscal year, if changed since last
report.)
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 that the
registrant was required to file such reports), Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 14,493,192 shares of common stock, par value $0.001, as of November
27, 2002.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
our financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Our unaudited balance sheet at September 30, 2002 and our audited balance
sheet at June 30, 2002; and the related unaudited statements of operations and
cash flows for the three month periods ended September 30, 2002 and 2001, are
attached hereto.
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AMERITYRE CORPORATION
BALANCE SHEETS
ASSETS
SEPTEMBER 30, JUNE 30,
2002 2002
------------ -------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 448,263 $ 774,345
Accounts receivable - net 66,283 102,996
Inventory 392,331 407,136
Prepaid expenses 45,134 56,228
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Total Current Assets 952,011 1,340,705
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PROPERTY AND EQUIPMENT
Leasehold improvements 41,613 41,613
Equipment 1,520,850 1,499,512
Furniture and fixtures 19,730 19,730
Vehicles 31,541 31,541
Construction in progress 123,050 -
Less - accumulated depreciation (1,035,370) (976,840)
------------ ------------
Total Property and Equipment 701,414 615,556
------------ ------------
OTHER ASSETS
Patents and trademarks - net 81,683 82,080
Deposits 7,180 7,180
------------ ------------
Total Other Assets 88,863 89,260
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TOTAL ASSETS $ 1,742,288 $ 2,045,521
============ ============
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, JUNE 30,
2002 2002
------------ -------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 61,279 $ 95,584
Accrued expenses 116,388 10,992
Stock subscription deposit 9,000 9,000
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Total Current Liabilities 186,667 115,576
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Total Liabilities 186,667 115,576
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock: 5,000,000 shares authorized
of $0.001 par value, -0- shares issued and
outstanding - -
Common stock: 25,000,000 shares authorized of
$0.001 par value, 14,277,731 and 14,187,731
shares issued and outstanding, respectively 14,278 14,188
Additional paid-in capital 20,244,234 20,090,261
Stock subscriptions receivable (548,065) (562,721)
Expenses prepaid with common stock (102,000) (150,750)
Deferred consulting (67,333) (103,433)
Deficit accumulated during the development
stage (14,831,189) (14,831,189)
Deficit accumulated subsequent to the
development stage (3,154,304) (2,526,411)
------------ ------------
Total Stockholders' Equity 1,555,621 1,929,945
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,742,288 $ 2,045,521
============ ============
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
Statements of Operations
(Unaudited)
For the Three Months Ended
September 30,
---------------------------
2002 2001
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NET SALES $ 200,229 $ 23,692
COST OF SALES 213,436 14,877
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GROSS (DEFICIT) MARGIN (13,207) 8,815
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EXPENSES
Consulting 23,631 127,654
Payroll and payroll taxes 227,035 133,281
Depreciation and amortization 58,927 54,330
Selling, general and administrative 312,294 239,969
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Total Expenses 621,887 555,234
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LOSS FROM OPERATIONS (635,094) (546,419)
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OTHER INCOME
Interest income 6,756 23,692
Other income 445 -
Gain on disposal of assets - 18,036
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Total Other Income 7,201 41,728
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NET LOSS $ (627,893) $ (504,691)
============ ============
BASIC LOSS PER SHARE $ (0.04) $ (0.04)
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 14,204,742 13,533,480
============ ============
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
September 30,
---------------------------
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (627,893) $ (504,691)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Depreciation and amortization 58,927 54,330
(Gain) loss on disposition of assets - (18,036)
Common stock issued for services - 25,000
Stock options issued for services 2,441 -
Services provided in lieu of cash payment
on subscriptions receivable 14,249 -
Interest on subscriptions receivable (1,520) (3,781)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and accounts receivable - related 36,713 (2,273)
(Increase) decrease in inventory 14,805 (67,305)
Decrease in prepaid expenses 59,944 6,344
(Increase) in other assets - (19,219)
Increase in accounts payable and
accrued expenses 71,091 12,401
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Net Cash (Used) by Operating Activities (371,243) (517,230)
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets - 315,169
Purchase of equipment (144,388) (14,550)
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Net Cash Provided (Used) by
Investing Activities $ (144,388) $ 300,619
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The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
Statements of Cash Flows (Continued)
(Unaudited)
For the Three Months Ended
September 30,
---------------------------
2002 2001
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CASH FLOWS FROM FINANCING ACTIVITIES
Receipt of subscriptions receivable $ 9,549 $ 10,694
Increase (decrease) in stock subscription
deposit - (23,000)
Common stock issued for cash 180,000 541,000
------------ ------------
Net Cash Provided by Financing Activities 189,549 528,694
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (326,082) 312,083
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 774,345 530,052
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 448,263 $ 842,135
============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest $ - $ -
Income taxes $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services rendered $ - $ 25,000
Common stock issued for prepaid expenses $ - $ 20,000
Common stock issued for subscriptions
receivable $ - $ 40,000
The accompanying notes are an integral part of these financial statements.
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AMERITYRE CORPORATION
Notes to the Unaudited Financial Statements
September 30, 2002 and June 30, 2002
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance
with such rules and regulations. The information furnished in the interim
condensed financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary
for a fair presentation of such financial statements. Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the Company's most recent
audited financial statements and notes thereto included in its June 30, 2002
Annual Report on Form 10-KSB. Operating results for the three months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2003.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has historically incurred significant losses which have
resulted in a total accumulated deficit of approximately $17,985,000 at
September 30, 2002 which raises substantial doubt about the Company's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty. It is the intent of
management to create additional revenues through the development and sales of
its patented tires and to obtain additional equity financing if required to
sustain operations until revenues are adequate to cover the costs.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
In August 2002, the Company issued a purchase order to have production
equipment built by an unrelated party for a total of $425,000. The purchase
order calls for the Company to make four equal installment payments of
$106,250 during the construction of the equipment. The first payment was made
in August 2002 and the second payment was made in October 2002. The
installment payment made in August 2002 was classified as construction-in-
progress at September 30, 2002 and will be reclassified to equipment and
depreciated upon completion, installation and commencement of usage of the
equipment.
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AMERITYRE CORPORATION
Notes to the Unaudited Financial Statements
September 30, 2002 and June 30, 2002
NOTE 4 - MATERIAL EVENTS
During the three month period ended September 30, 2002, the Company issued
90,000 shares of its common stock for cash of $180,000, or $2.00 per share.
During the three month period ended September 30, 2002, the Company granted
stock options to a consultant for services to purchase 5,000 and 2,336 shares
of common stock at $2.40 and $2.14 per share, respectively. The Company
recognized $2,411 in expense as a result of these issuances as calculated
using the Black-Scholes option-pricing model with the following assumptions:
risk-free interest rates of 1.72% and 1.67%; volatility of 98.82% and 83.56%;
expected dividend rates of 0%; and expected lives of two months and one month
for the respective issuances.
NOTE 5 - SUBSEQUENT EVENTS
In October 2002, pursuant to a resolution of the Company's Board of Directors,
the Company issued 200,000 shares of common stock in lieu of cash compensation
to Richard A. Steinke, CEO of the Company. This issuance was made as a
payment of compensation for the period from July 1, 2002 through June 30,
2003.
In October 2002, the Company issued 5,000 shares of its common stock for cash
of $10,000 or $2.00 per share.
In October 2002, the Company granted a consultant a stock option to purchase
2,857 shares of common stock.
In October and November 2002, the Company issued an aggregate of 10,461 shares
of its common stock to an unrelated party. The shares were issued upon the
exercise of stock options granted for consulting services rendered.
In October 2002, the Company signed a five-year lease on a multi-purpose
facility in Boulder City, Nevada. The building will function as the
Company's corporate headquarters, as well as the primary manufacturing and
operations facility. Monthly rental expense on the facility is $16,000, with
annual increases to the base rent of $500 per month during the lease term
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
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This report may contain "forward-looking" statements. Examples of forward-
looking statements include, but are not limited to: (a) projections of our
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of our plans and
objectives; (c) statements of our future economic performance; (d) statements
of assumptions underlying other statements and statements about us and our
business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
We were incorporated as a Nevada corporation on January 30, 1995 under the
name American Tire Corporation, to take advantage of certain proprietary and
nonproprietary technology available for the manufacturing of flatfree tires
from polyurethane. In December 1999 we changed our name to Amerityre
Corporation.
Since our inception, we have developed additional proprietary technology
relating to flatfree tires so that we have completed the fundamental technical
development of the processes to manufacture non-highway use flatfree tires for
markets such as bicycle, wheelbarrow and riding lawnmowers (the "Products").
For a substantial portion of our operating history we focused on the
development of our technology and had been a development stage company. During
this time we had limited revenues from the sale of or Products. Beginning in
October 2001, we implemented a plan to place our Products in bicycle shops,
hardware stores and tire stores in the United States through the use of
independent regional sales representatives traveling throughout their
respective region contacting potential customers and dealers.
Three Month Period Ended September 30, 2002 compared Three Month Period Ended
September 30, 2001
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Net Sales and Costs of Sales: Our net sales for the three month period ended
September 30, 2002 were $200,229 compared to $23,692 for the same period in
2001, an increase of $176,537. Cost of sales for the three month period ended
September 30, 2002 were $213,436, or 107% of sales. Costs of sales for the
three month period ended September 30, 2001 were $14,877, or 63% of sales.
As we go from being a technology company to a production company we expect our
direct costs will exceed our revenues derived from the sale of our Products.
However, we believe that, for the fiscal year ending June 30, 2003, our direct
costs as a percent of sales will be reduced as our volume of Product sales
exceeds the fixed costs of minimum Product production (i.e., labor and raw
material costs). We believe we currently have sufficient employees to merit a
substantial increase in production without incurring a proportionately
equivalent increase in labor costs. In addition, we have negotiated a
reduction in raw material cost from our principal chemical supplier.
The Company knows of no other predictable events or uncertainties that may be
reasonably expected to have a material negative impact on the net sales
revenues or income from continuing operations other than the general downturn
in the U.S. economy over the several months and any reduced consumer
confidence resulting therefrom.
11
Corporate Expense. For the three month period ended September 30, 2002, total
operating expenses were $621,887, consisting of consulting $23,631, payroll
and payroll taxes of $227,035, depreciation and amortization of $58,927 and
selling, general and administrative expenses of $312,294, resulting in a loss
from operations of $635,094. For the three month period ended September 30,
2001, total operating expenses were $555,234, consisting of mainly of
consulting $127,654, payroll and payroll taxes of $133,281, depreciation and
amortization of $54,330 and selling, general and administrative expenses of
$239,969, resulting in a loss from operations of $546,419. The overall
increase in our operating expenses during the current period compared to last
year can almost entirely be attributed to increases in payroll and payroll
taxes and selling, general and administrative expenses, offset by reduced
consulting fees, as we have added administrative and production personnel and
relied less on outside consultants for marketing our Products. We expect our
operating expenses to remain relatively constant for the remainder of the
fiscal year at an estimated $200,000 per month.
Our selling, general and administrative expenses for the three month period
ended September 30, 2002 do not include $67,333 in net deferred consulting
expenses. This amount is recorded as a reduction in shareholders' equity
because it is associated with the granting of options to non-employees for
services not yet performed. The fair value of these options was calculated
using the Black-Scholes option pricing model.
Interest Expense: There was no interest expense during the three month period
ended September 30, 2002 and September 30, 2001
Other Income: For the three month period ended September 30, 2002, we had
other income consisting of: interest income of $6,756 associated with stock
subscription receivables and temporary investment of cash not immediately
needed in ordinary daily business; and $445 of miscellaneous income. For the
three month period ended September 30, 2001, we had other income consisting
of: interest income of $23,692 associated with stock subscriptions receivables
and temporary investment of cash not immediately needed in ordinary daily
business; and $18,036 gain on the disposition of our Ravenna, Ohio
manufacturing facility.
We experienced a net loss of $627,893 for the three month period ended
September 30, 2002. Our basic loss per share for the period was $0.04, based
on the weighted average number of shares outstanding of 14,204,742. We
experienced a net loss of $504,691 for the three month period ended September
30, 2001. Our basic loss per share for the period was $0.04 in 2001, based on
the weighted average number of shares outstanding of 13,533,480.
Liquidity and Capital Resources
-------------------------------
We had current assets of $952,011 and current liabilities of $186,667, for a
working capital surplus of $765,344 at September 30, 2002. Current assets
consisted largely of cash and cash equivalents of $448,263 and inventory of
$392,331, while accounts receivable of $66,283 and prepaid expenses of $45,134
made up the balance. Net cash used in operations was $371,243 and $517,230 for
the three month periods ended September 30, 2002 and 2001, respectively. Our
operations for the three months ended September 30, 2002 have been funded
primarily by accounts receivables, the sale of common stock and the issuance
of common stock for services and salary. Our operations for the comparative
period ended September 30, 2001 were funded primarily by the sale of common
stock and the issuance of common stock for services and salary.
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At September 30, 2002, we had net property and equipment of $701,414 after
deduction of $1,035,370 in accumulated depreciation, a net increase of $85,858
compared to September 30, 2001. The increase was a direct result of our
preparing to consolidate the location of our administrative and manufacturing
facilities to Boulder City. At September 30, 2002, we had property and
equipment consisting of manufacturing equipment, $1,520,850; construction in
progress, $123,050 (see note 3 to the financial statements); leasehold
improvements, $41,613; vehicles, $31,541; and furniture & fixtures, $19,730.
Because we had an accumulated deficit during the development stage of
$14,831,189, and an additional deficit of $3,154,304 accumulated subsequent to
the development stage, our audit report at June 30, 2002 contains a going
concern modification as to our ability to continue as a going concern. We have
taken certain steps to maintain our operating and financial requirements in an
effort to enable us to operate as a going concern and until such time as
revenues from the sale of our Products are adequate to cover our expenses,
including:
(1) developing a direct marketing program supported by regional sales
representatives to sell the Company's products;
(2) reducing further consulting services and general and administrative
expenses;
(3) developing new technology for the production of higher margin flatfree
tires for the lawn and garden market and golf cart/turf equipment market;
(4) obtaining additional funding through the collection of subscriptions
receivable for common stock and/or private placement of our common stock to
qualified investors; and
(5) issuing common stock in lieu of cash for legal and other professional
services.
We anticipate that we will need an additional $2,400,000 to implement our plan
and to meet our working capital requirements. We expect to raise the working
capital we need through the private placement of our equity securities, but we
have no commitment for such funding at this time. We do not anticipate
expending any substantial sums for new research and development during the
fiscal year ending June 30, 2003.
Impact of Inflation
-------------------
We do not anticipate that inflation will have a material impact on our current
operations.
Principal Customers
-------------------
During the reporting period we had no individual customer that accounted for
more than 10% of our revenues.
Seasonality
-----------
Because the significant portion of our current customers reside in the United
States, we anticipate that sales of certain of our lawn and garden Products to
those customers located in Northern portion of the United States could be
reduced as a result of fall and winter climate and weather conditions.
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ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
-----------------------------------------------------
We believe our disclosure controls and procedures (as defined in Sections 13a-
14(c) and 15d- 14(c) of the Securities Exchange Act of 1934, as amended) are
adequate, based on our evaluation of such disclosure controls and procedures
on November 20, 2002.
(b) Changes in internal controls.
---------------------------------
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the three month period ended September 30, 2002, the Company issued and
aggregate of 90,000 shares of its common stock for approximately $180,000 at
$2.00 per share. The securities issued in the foregoing transactions were
issued in reliance on the exemption from registration and prospectus delivery
requirements of the Act set forth in Section 3(b) and/or Section 4(2) of the
Securities Act and the regulations promulgated thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
-------------
Exhibit 99.01 - CERTIFICATION OF RICHARD A. STEINKE PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002.
Exhibit 99.02 - CERTIFICATION OF DAVID K. GRIFFITHS PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002.
(b) REPORTS ON FORM 8-K.
-------------------------
None.
14
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.
Dated: November 27, 2002 AMERITYRE CORPORATION
/S/RICHARD A. STEINKE
----------------------------------
President and Chief Executive Officer
AMERITYRE CORPORATION
Dated: November 27, 2002 /S/DAVID K. GRIFFITHS
-----------------------------------
Secretary/Treasurer and
Principal Accounting Officer
15
CERTIFICATIONS
I, Richard A. Steinke, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Amerityre
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. The registrant's other certifying officer 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 we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The registrant's other certifying officer 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 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 control.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether of not there was 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 27, 2002 /S/ Richard A. Steinke
16
I, David K. Griffiths, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Amerityre
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. The registrant's other certifying officer 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 we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
5. The registrant's other certifying officer 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 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 control.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether of not there was 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 27, 2002 /S/ David K. Griffiths