UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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Commission File Number: 000-49616
Global Yacht Services, Inc.
---------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0488686
------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7710 Hazard Center Drive, Suite E-415, San Diego, California, 92108
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(Address of principal executive offices)
619.990.0976
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(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of August 14, 2003, there were
1,917,277 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
GLOBAL YACHT SERVICES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
2
GLOBAL YACHT SERVICES, INC.
CONTENTS
PAGE
----
Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
3
GLOBAL YACHT SERVICES, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
(UNAUDITED)
ASSETS
------
CURRENT ASSETS
Cash $ 69,259
Accounts receivable, net 3,307
--------------
Total current assets 72,566
DEPOSITS 4,460
--------------
Total assets $ 77,026
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 4,752
--------------
Total current liabilities 4,752
CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
Authorized shares -- 50,000,000
Issued and outstanding shares-- 1,917,277 1,917
Additional paid-in capital 190,983
Accumulated deficit (120,626)
--------------
Total stockholders' equity 72,274
--------------
Total liabilities and stockholders' equity $ 77,026
==============
See accompanying notes to consolidated financial statements.
4
GLOBAL YACHT SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------------- --------------------------------
2003 2002 2003 2002
---- ---- ---- ----
REVENUES
Charter services $ --- $ 2,224 $ --- $ 3,464
Yacht management fees 7,960 5,603 10,780 8,231
Sales commissions ---- --- --- 25,000
------------- ------------- ----------- -----------
Net revenues 7,960 7,827 10,780 36,695
COST OF REVENUES
Charter expenses --- 3,280 3,000 4,067
Yacht management expenses 676 4,192 993 6,200
------------- ------------- ----------- -----------
Total cost of revenues 676 7,472 3,993 10,267
------------- ------------- ----------- -----------
GROSS MARGIN 7,284 355 6,787 26,428
OPERATING EXPENSES
Legal and professional fees 10,930 15,396 17,621 25,541
Occupancy 585 585 1,170 1,170
Office supplies and expense 418 680 941 1,756
Outside services --- 1,500 1,500 3,000
Telephone and utilities 200 468 466 877
------------- ------------- ----------- -----------
Total operating expenses 12,133 18,629 21,698 32,344
------------- ------------- ----------- -----------
LOSS FROM OPERATIONS (4,849) (18,274) (14,911) (5,916)
OTHER INCOME --- --- --- 4
------------- ------------- ----------- -----------
LOSS BEFORE PROVISION FOR
INCOME TAXES (4,849) (18,274) (14,911) (5,912)
PROVISION (BENEFIT) FOR INCOME
TAXES --- (2,200) 800 800
------------- ------------- ----------- ----------
NET LOSS $ (4,849) $ (16,074) $ (15,711) $ (6,712)
============= ============= =========== ===========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ --- $ (0.01) $ (0.01) $ ---
============= ============= =========== ===========
WEIGHTED AVERAGE OF COMMON
SHARES - BASIC AND DILUTED 1,917,277 1,638,400 1,917,277 1,461,600
============= ============= =========== ===========
See accompanying notes to consolidated financial statements.
5
GLOBAL YACHT SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
June 30,
--------------------------------
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (15,711) $ (6,712)
Adjustments to reconcile net loss to net cash used in operating
activities
Occupancy costs contributed by officer 1,170 1,170
Changes in operating assets and liabilities
Increase in accounts receivable (3,307) (238)
Increase in deposits (4,460) ---
(Decrease) increase in accounts payable
and accrued expenses (5,682) 36
------------ -------------
Net cash used in operating activities (27,990) (5,744)
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CASH FLOWS FROM INVESTING ACTIVITIES
Investment in yacht --- (25,000)
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Net cash used in investing activities --- (25,000)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock --- 126,900
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Net cash provided by financing activities --- 126,900
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NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (27,990) 96,156
CASH AND CASH EQUIVALENTS, beginning of period 97,249 26,127
------------ -------------
CASH AND CASH EQUIVALENTS, end of period $ 69,259 $ 122,283
============ =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ 800 $ 800
============ =============
Interest paid $ --- $ ---
============ =============
See accompanying notes to consolidated financial statements.
GLOBAL YACHT SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(UNAUDITED)
NOTE 1 - PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of the Global Yacht Services, Inc. and its majority owned subsidiary,
Global Yacht Services, Ltd. All significant intercompany transactions have been
eliminated, if any. The unaudited consolidated financial statements included
herein have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Item 301(b) of Regulation S-B. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
months ended June 30, 2003 and 2002 are not necessarily indicative of the
results that may be expected for the years ended December 31, 2003 and 2002.
These statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's annual report on Form
10-KSB.
NOTE 2 - COMMON STOCK
On May 10, 2002, the Company issued 634,500 shares of its common stock at a
selling price of $0.20 per share pursuant to its prospectus as filed with its
registration statement on Form SB-2. The net proceeds were $126,900.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company occupies office space provided by its officer. Accordingly,
occupancy costs have been allocated to the Company based on the square foot
percentage assumed multiplied by the officer's total monthly costs. These
amounts are shown in the accompanying consolidated statement of operations for
the three and six months periods ended June 30, 2003 and 2002, respectively, and
are considered additional contributions of capital by the officer and the
Company.
6
ITEM 2. PLAN OF OPERATION
--------------------------
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
consolidated financial statements included in our Quarterly Report on Form
10-QSB for the period ended June 30, 2003.
We provide a broad range of yacht services in the global marketplace. Our
services include yacht rental and charter, yacht sales and yacht services, such
as the provision of captain, crew, supplies, maintenance, delivery as well as
full-scale contracted care of yachts. Our president, Mitch Keeler, is an
experienced captain and possesses a captain certification from the U.S. Coast
Guard. Mr. Keeler provides professional advice and consultation for all aspects
of yacht lease, purchase and ownership and is available for on site assistance
anywhere in the world.
We currently generate revenues from our charter services, which range from day
charters to full week charters. We currently offer private yacht charters in San
Diego, usually of up to one week in duration as well as corporate charters,
which are typically 3 to 5 hours and short range. We have very few charters that
are longer than one week, however, they do occur. Our officers act as captain
and crew for our charter services, but we often utilize outside businesses for
services such as catering and bartending.
7
We have also generated revenues from our yacht management services and our
delivery services. Yacht management services include managing the yacht for the
owners including routine maintenance, repairs and electronics installation.
Regular maintenance includes services such as exterior and interior cleaning,
bottom cleaning, waxing and zinc replacement. Delivery services include
delivering newly purchased yachts to various locations around the world.
LIQUIDITY AND CAPITAL RESOURCES. Our total assets were $77,026 as of June 30,
2003. Of those assets, we had cash of $69,259 and accounts receivable of $3,307
as of June 30, 2003. Therefore, our total current assets were $72,566 as of June
30, 2003. We also had $4,460 in deposits. We believe that our available cash is
sufficient to pay our day-to-day expenditures.
Our current liabilities were $4,752 as of June 30, 2003, and were represented
solely by accounts payable and accrued expenses. We had no other liabilities and
no long term commitments or contingencies as of June 30, 2003.
FOR THE THREE MONTHS ENDED JUNE 30, 2003.
-----------------------------------------
RESULTS OF OPERATIONS.
REVENUE. For the three months ended June 30, 2003, we realized revenues of
$7,960 from yacht management fees, compared to revenues of $7,827 generated for
the three months ended June 30, 2002, which resulted from receiving $2,224 in
charter services and $5,603 in yacht management fees. The difference in our
revenues is accounted for the by fact that we had different sources of revenues
during the three months ended June 30, 2003. Our cost of revenues was $676 for
the three months ended June 30, 2003, which was represented solely by yacht
management expenses. This is compared to cost of revenues of $7,472 for the same
period ended June 30, 2002, which was represented by $3,280 in charter expenses
and $4,192 in yacht management expenses. Therefore, our gross margin for the
three months ended June 30, 2003 was $7,284, compared to $355 for three months
ended June 30, 2002. We hope to generate more revenues as we expand our customer
base.
OPERATING EXPENSES. For the three months ended June 30, 2003, our total
operating expenses were approximately $12,133, compared to $18,629 for the three
months ended June 30, 2002. For the three months ended June 30, 2003, the
majority of our total operating expenses were represented by legal and
professional fees of $10,930. We also had occupancy expenses of $585, office
supplies and expense of $418 and $200 for telephone and utilities. Our operating
expenses for the three month period ending June 30, 2002 totaled $18,629, most
of which were represented by legal and professional fees of $15,396. We also had
occupancy expenses of $585, office supplies and expense of $680, outside
services expenses of $1,500, and $468 for telephone and utilities. Our operating
expenses were lower because we incurred fewer professional and legal fees during
the three month period ending June 30, 2003 as compared to the three months
ending June 30, 2002, because during 2002 we were preparing a registration
statement.
For the three months ended June 30, 2003, we experienced a net loss of
approximately $4,849, compared to a net loss of $18,274 the three months ended
June 30, 2002, because we incurred fewer operating expenses during the three
months ended June 30, 2003. We anticipate that we will continue to incur
significant general and administrative expenses, but hope to continue generating
income as we expand our operations.
8
FOR THE SIX MONTHS ENDED JUNE 30, 2003.
---------------------------------------
RESULTS OF OPERATIONS.
REVENUE. For the six months ended June 30, 2003, we realized revenues of $10,780
from yacht management fees, compared to revenues of $36,695 generated for the
six months ended June 30, 2002, which resulted from receiving $3,464 in charter
services, $8,231 in yacht management fees and $25,000 we received from sales
commissions. The difference in our revenues is accounted for primarily by the
fact that we had no revenues from sales commissions during the six months ended
June 30, 2003. Our cost of revenues was $3,993 for the six months ended June 30,
2003, which was represented by $3,000 in charter expenses and $993 in yacht
management expenses. This is compared to $10,267 for the same period ended June
30, 2002, which was represented by $4,067 in charter expenses and $6,200 in
yacht management expenses. Therefore, our gross margin for the six months ended
June 30, 2003 was $6,787, compared to a gross margin of $26,428 for six months
ended June 30, 2002. We hope to generate more revenues as we expand our customer
base.
OPERATING EXPENSES. For the six months ended June 30, 2003, our total operating
expenses were approximately $21,698, compared to $32,344 for the six months
ended June 30, 2002. For the six months ended June 30, 2003, the majority of our
total operating expenses were represented by legal and professional fees of
$17,621. We also had occupancy expenses of $1,170, office supplies and expense
of $941, outside services expenses of $1,500, and $466 for telephone and
utilities. Our operating expenses for the six month period ending June 30, 2002
totaled $32,344, most of which were represented by legal and professional fees
of $25,541. We also had occupancy expenses of $1,170, office supplies and
expense of $1,756, outside services expenses of $3,000, and $877 for telephone
and utilities. Our operating expenses were lower because we incurred fewer
professional and legal fees during the six month period ending June 30, 2003 as
compared to the six months ending June 30, 2002, because during 2002 we were
preparing a registration statement.
For the six months ended June 30, 2003, we experienced a net loss of
approximately $14,911, compared to a net loss of $5,916 for the six months ended
June 30, 2002, because we generated lower revenues during the six months ended
June 30, 2003, despite the fact that our expenses were lower during the six
months ended June 30, 2003 as compared to the same period ended June 30, 2002.
We anticipate that we will continue to incur significant general and
administrative expenses, but hope to continue generating income as we expand our
operations.
OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. In our management's opinion,
to effectuate our business plan in the next twelve months, the following events
should occur or we should reach the following milestones in order for us to
become profitable:
1. We must conduct marketing activities to promote our services and obtain
additional customers to increase our customer base. We currently market
our business primarily through referrals and our website. Our
president, Mitch Keeler, had a large foundation of business and a
strong reputation in the industry, which we believe has been
transferred to us. We believe that referrals comprise approximately 70%
of our business and business generated from our website is
approximately 30% of our business. Future marketing will include
articles and advertisements in industry publications, such as:
Yachting, Motor Boating, and Sea. We hope to continue to increase our
customer base.
2. We must continue to develop relationships with various parties
including yacht owners, sellers, brokers, lessors, charter agents,
maintenance suppliers, industry professionals and specialists,
captains, crew, engineers, designers, insurance agents, legal advisors,
and government agents. We believe that these parties will help supply
some of our services and they may become sources of referrals. We hope
to continue to develop relationships with several of those parties who
provide some of the services that we offer as well as be sources of
referrals.
3. We must develop our website so that it will function as a means for
global clients to access our range of services and communicate with us
for support services as well as for use as a marketing tool to inform
and persuade customers to engage our services. We intend to develop our
website so that we utilize a database set up on the backend, which will
capture customer information and allow us to process information
concerning our clients and potential clients. One objective for our
website is to interact with clients in "real time" so that they feel
that their needs are being taken care of professionally and on a
personal level. Within six to twelve months, we should have developed
our website to provide those services.
We have cash of $69,259 as of June 30, 2003. In the opinion of management,
available funds will satisfy our working capital requirements for the next
twelve months. Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties and
actual results could fail as a result of a number of factors.
9
We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. In the event that we expand our customer base,
then we may need to hire additional employees or independent contractors as well
as purchase or lease additional equipment.
ITEM 3. CONTROLS AND PROCEDURES
-------------------------------
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of June 30, 2003,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were adequate.
(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 the evaluation of those controls by the chief
executive officer and principal financial officer.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
--------------------------
None.
ITEM 2. CHANGES IN SECURITIES.
------------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
----------------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
--------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
None.
10
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Global Yacht Services, Inc.,
a Nevada corporation
August 14, 2003 By: /s/ Mitch Keeler
-------------------------------
Mitch Keeler
Its: president, principal executive officer, director
11
CERTIFICATIONS
--------------
I, Mitch Keeler, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Global
Yacht Services, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other
financial information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation and
(c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting , 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 and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; 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 over financial reporting.
Date: August 14, 2003
/s/ Mitch Keeler
----------------------
Mitch Keeler
Chief Executive Officer
CERTIFICATIONS
--------------
I, Melissa Day, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Global
Yacht Services, 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 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 opera tion 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 or not 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: August 14, 2003
/s/ Melissa Day
----------------------
Melissa Day
Chief Financial Officer
12