UNITED STATES
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 quarterly period ended: September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-27737
--------
Red Butte Energy, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 77-0454856
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
700 Ioco Road, Coquitlam, B.C., Canada V6B 2Z6
----------------------------------------------
(Address of principal executive offices)
(604) 461-4946
----------------
(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: September 30, 2002 2,350,000
Transitional Small Business Disclosure Format (check one). Yes ; No X
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Red Butte Energy, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Red Butte Energy,
Inc. (A Development Stage Company) as of September 30, 2002 and December 31,
2001, and the related statements of operations for the three and nine months
ended September 30, 2002 and 2001, and cash flows for the nine months ended
September 30, 2002 and 2001. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
\s\ Robison, Hill & Co.
----------------------------
Certified Public Accountants
Salt Lake City, Utah
November 14, 2002
2
RED BUTTE ENERGY, INC.
(A Development Stage Company)
BALANCE SHEETS
--------------
(Unaudited)
September 30, December 31,
2002 2001
----------------- -----------------
Assets:
Cash and cash equivalents $ 486 $ 2,086
----------------- -----------------
Total Current Assets 486 2,086
----------------- -----------------
Property and Equipment:
Computer equipment 4,664 4,664
Furniture and equipment 417 417
Software - -
----------------- -----------------
5,081 5,081
Less accumulated depreciation (4,495) (3,265)
----------------- -----------------
Net Property and Equipment 586 1,816
----------------- -----------------
Total Assets $ 1,072 $ 3,902
================= =================
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued liabilities $ 7,417 $ 17,399
Short term notes payable - -
----------------- -----------------
Total current liabilities 7,417 17,399
Due to shareholders 245,521 244,036
----------------- -----------------
Total liabilities 252,938 261,435
----------------- -----------------
Stockholders' Equity:
Common Stock, Par value $.001, Authorized
100,000,000 shares, Issued 2,350,000 shares
at September 30, 2002 and 2,050,000 shares
December 31, 2001 2,350 2,050
Paid-In Capital 244,121 18,162
Stock Subscription Receivable (66,000) -
Retained Deficit (273,432) (273,432)
Deficit Accumulated During the
Development Stage (158,905) (4,313)
Foreign Currency Translation Adjustment - -
----------------- -----------------
Total Stockholders' Equity (251,866) (257,533)
----------------- -----------------
Total Liabilities and Stockholders' Equity $ 1,072 $ 3,902
================= =================
The accompanying notes are an integral part of these financial
statements.
3
RED BUTTE ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
------------------------
(Unaudited)
Cumulative
since
December 1,
2001
For the Three Months Ended For the Nine Months Ended inception of
September 30, September 30, development
------------------------------------- --------------------------------------
2002 2001 2002 2001 stage
----------------- ----------------- ------------------ ------------------ -----------------
Revenues $ - $ - $ - $ - $ -
Expenses:
General and Administrative 113,255 - 154,592 - 158,905
----------------- ----------------- ------------------ ------------------ -----------------
Total Expenses 113,255 - 154,592 - 158,905
----------------- ----------------- ------------------ ------------------ -----------------
Discontinued Operations:
Income (Loss) from
Discontinued Operations - (912) - (16,120) -
----------------- ----------------- ------------------ ------------------ -----------------
Net Loss $ (113,255) $ (912) $ (154,592) $ (16,120) $ (158,905)
================= ================= ================== ================== =================
Basic & Diluted loss per share $ (0.05) $ - $ (0.07) $ (0.01)
================= ================= ================== ==================
The accompanying notes are an integral part of these financial
statements.
4
RED BUTTE ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
------------------------
(Unaudited)
Cumulative
Since
December 1,
2001
For the Nine Months Ended Inception of
September 30, Development
----------------------------------
2002 2001 Stage
---------------- ----------------- -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss for the period $ (154,592)$ (16,120)$ (158,905)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,230 3,758 1,548
Stock issued for services 132,000 - 132,000
Changes in Operating Assets and Liabilities
(Increase) decrease in accounts receivable - 2,033 -
(Increase) decrease in prepaid expenses - 58 -
Increase (Decrease) in Accounts Payable (9,982) 5,475 (9,982)
---------------- ----------------- -----------------
Net Cash Used in operating activities (31,344) (4,796) (35,339)
---------------- ----------------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and equipment - - -
---------------- ----------------- -----------------
Net cash provided by investing activities - - -
---------------- ----------------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in amounts due shareholders 1,485 8,701 6,825
Contributed capital 28,259 - 28,259
Issuance of Stock for accounts payable - - -
---------------- ----------------- -----------------
Net Cash Provided by Financing Activities 29,744 8,701 35,084
---------------- ----------------- -----------------
Net (Decrease) Increase in
Cash and Cash Equivalents (1,600) 3,905 (255)
Cash and Cash Equivalents
at Beginning of Period 2,086 (55) 741
---------------- ----------------- -----------------
Cash and Cash Equivalents
at End of Period $ 486 $ 3,850 $ 486
================ ================= =================
5
RED BUTTE ENERGY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)
Cumulative
Since
December 1,
2001
For the Nine Months Ended Inception of
September 30, Development
----------------------------------
2002 2001 Stage
---------------- ----------------- -----------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
The accompanying notes are an integral part of these financial
statements.
6
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company has incurred net losses of
approximately $432,000 for the period from April 7, 1997 (inception) to
September 30, 2002, has a liquidity problem, and requires additional financing
in order to finance its business activities on an ongoing basis. The Company is
actively pursuing alternative financing and has had discussions with various
third parties, although no firm commitments have been obtained.
The Company's ability to survive will depend on numerous factors
including, but not limited to, the Company's receiving continued financial
support, completing public equity financing, or generating profitable operations
in the future.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Red Butte Energy, Inc.(formerly
eSportbike.com, Inc.) is presented to assist in understanding the Company's
financial statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
The unaudited financial statements as of September 30, 2002 and for the
three and nine months then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
7
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
April 7, 1997. The Company ceased all operating activities during the period
from April 7, 1997 to July 9, 1999 and was considered dormant. On July 9, 1999,
the Company obtained a Certificate of renewal from the State of Nevada. During
2000, the Company developed an Internet website which provided community,
content and commerce for the sportbike and motorcycle enthusiast. During
November 2001 the Company abandoned the internet business and since December
2001, the Company is in the development stage, and has not commenced planned
principal operations. On March 19, 2002 the Company's name was changed from
eSportbike.com, Inc. to Red Butte Energy, Inc. to reflect the new focus of the
Company.
Nature of Business
The company has no products or services as of September 30, 2002. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
8
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Revenue Recognition
Revenue is recognized as services are performed.
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the Three Months Ended September 30, 2002
Basic Loss per Share
Loss to common shareholders $ (113,255) 2,350,000 $ (0.05)
================== =================== ==================
For the Three Months Ended September 30, 2001
Basic Loss per Share
Loss to common shareholders $ (912) 2,050,000 $ -
================== =================== ==================
For the Nine Months Ended September 30, 2002
Basic Loss per Share
Loss to common shareholders $ (154,592) 2,158,791 $ (0.07)
================== =================== ==================
For the Nine Months Ended September 30, 2001
Basic Loss per Share
Loss to common shareholders $ (16,120) 2,050,000 $ (0.01)
================== =================== ==================
The effect of outstanding common stock equivalents would be
anti-dilutive for September 30, 2002 and 2001 and are thus not considered.
9
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Foreign Currency Translation
The functional currency of the Company is Canadian dollars. Balance
sheet accounts are translated to U.S. dollars at the current exchange rate as of
the balance sheet date. Income statement items are translated at average
exchange rates during the period. The resulting translation adjustment is
recorded as a separate component of stockholders' equity.
Reclassifications
Certain reclassifications have been made in the 2001 financial
statements to conform with the 2002 presentation.
Advertising Expense
Advertising costs are expensed when the services are provided.
Income Taxes
The Company has a net operating loss for income taxes. Due to the
regulatory limitations in utilizing the loss, it is uncertain whether the
Company will be able to realize a benefit from these losses. Therefore, a
deferred tax asset has not been recorded. There are no significant tax
differences requiring deferral.
Concentrations of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
10
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Depreciation
Fixed assets are stated at cost. Depreciation and amortization is
calculated on a straight-line basis over the estimated useful lives of the
assets as follows:
Asset Rate
------------------------------------------------ -----------------
Computer equipment 3 years
Furniture and equipment 5 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
NOTE 3 - COMMITMENTS
As of September 30, 2002 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
NOTE 4 - STOCK SPLIT
On May 6, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued.
On February 23, 2000 the Board of Directors authorized the acceptance
of 800,000 shares of restricted common stock returned to the Company by and on
behalf of Mr. Daniel L. Hodges, formerly the sole Officer and Director of the
Company. The 800,000 shares were canceled immediately upon receipt. Also on
February 23, 2000 the Board of Directors authorized a 27 to 1 stock split. As a
result of this split the Company issued 5,200,000 shares of common stock.
On March 19, 2002 the Board of Directors approved a 1 for 8 reverse
stock split. All references in the accompanying financial statements to the
number of common shares and per-share amounts have been restated to reflect the
stock split and cancellation of shares.
11
RED BUTTE ENERGY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Continued)
NOTE 5 - STOCK TRANSACTIONS
On June 24, 2002, the Company issued 300,000 shares of common stock for
$198,000 in consulting services to be performed over a six month period.
NOTE 6 - SUBSEQUENT EVENTS
Subsequent to the name change and change of direction for the Company,
it has been pursuing opportunities in the oil and gas industry. The Company has
entered into a letter of intent to acquire an undivided 50% interest in the Coal
Creek Basin Property and adjacent properties in McBrien Twp, Ontario, Canada.
This property is being explored for coal bed methane. The Company expects to be
able to finalize and close this agreement in short order. The Company is also
pursuing other opportunities in oil and gas in Canada and California.
Item 2. Management's Discussion and Analysis or Plan of Operation.
This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001.
Plan of Operation
The Company was organized for the purpose of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, acquire an
interest in one or more business opportunities presented to it by persons or
firms who or which desire to seek perceived advantages of a publicly held
corporation.
The Company may incur significant post-merger or acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition including the costs of
preparing post- effective amendments, Forms 8-K, agreements and related reports
and documents.
The Company will not have sufficient funds (unless it is able to raise
funds in a private placement) to undertake any significant development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition, the Company will, in all likelihood, be required to either seek
debt or equity financing or obtain funding from third parties, in exchange for
which
12
the Company may be required to give up a substantial portion of its interest in
the acquired product. There is no assurance that the Company will be able either
to obtain additional financing or interest third parties in providing funding
for the further development, marketing and manufacturing of any products
acquired.
On March 13, 2002 the majority shareholders of the Company entered into
an agreement whereby investors associated with Epic Finance Corporation agreed
to acquire the shares owned by the majority shareholders.
On March 19, 2002 the Board of Directors approved a 1 for 8 reverse
stock split. As well on the same date the Company changed it's name to Red Butte
Energy, Inc.
On April 18, 2002 the Company entered into a letter of intent to
acquire an undivided 50% interest in the Coal Creek Basin and adjacent
properties in McBrien Twp., Ontario, Canada. The Company will explore the
property for coal bed methane. The Company expects to complete this agreement
shortly.
The Company will continue to pursue opportunities in coal bed methane
and oil and gas principally but not limited to Canada and California.
The Company will not proceed with the development of any software
business in Asia. Similarly the Company has decided not to operate any web based
business related to sportbikes or any other products. The Company will
concentrate on opportunities in the oil and gas industry.
Results of Operations
From April 7, 1997 to July 9, 1999, the Company was an inactive
corporation. From July 9, 1999, the Company was a development stage company and
had not begun principal operations.
During 2001 and 2000, the Company attempted to provide an internet web site
that has since proved uneconomical and has been abandoned. Accordingly,
comparisons with prior periods are not meaningful.
Liquidity and Capital Resources
The Company has met its capital requirements through the sale of its
Common Stock.
Since the Company's re-activation in July 9, 1999, the Company's
principal capital requirements have been the funding of the development of the
Company.
The Company expects future development and expansion will be financed
through cash flow from operations and other forms of financing such as the sale
of additional equity and debt securities, capital leases and other credit
facilities. There are no assurances that such financing will be available on
terms acceptable or favorable to the Company.
Government Regulations
13
The Company is subject to all pertinent Federal, State, and Local laws
governing its business. The Company is subject to licensing and regulation by a
number of authorities in its Province (State) or municipality. These may include
health, safety, and fire regulations. The Company's operations are also subject
to Federal and State minimum wage laws governing such matters as working
conditions and overtime.
Competition
The Company faces competition from a wide variety of coal bed methane
operators, many of which have substantially greater financial, marketing and
technological resources than we have.
We believe however, numerous opportunities for development and
participation in coal bed methane and oil and gas plays for an aggressive junior
company. The Coal Creek opportunity is significant in that while it was well
researched and evaluated in prior years as a coal deposit there has been no
significant follow up with the opportunity to develop the methane associated
with the coal. There has been in recent years new emphasis on the development of
coal bed methane related to high energy costs and a desire for more self
sufficiency in energy resources within North America. This has caused the
Company to desire to acquire this project as it could be of significant economic
value.
Employees
As of September 30, 2002, the Company had no employees.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement
of a material fact or omits 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 on Form 10-QSB, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in
other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations, which the
Company does not believe, in the aggregate, will have a material adverse effect
on the Company, or its operations.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included as part of this report:
Exhibit
Number Title of Document
2.1 Change in Control Agreement dated January 15, 2001 (1)
3.1 Articles of Incorporation (2)
3.2 Amended Articles of Incorporation (2)
3.3 Bylaws (2)
99.1 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
15
(1) Incorporated by reference to the Registrant's quarterly report on Form
10-QSB filed on May 21, 2001.
(2) Incorporated by reference to the Registrant's registration statement on
Form 10-SB filed on October 20, 1999.
(b) Reports on Form 8-K filed.
No reports on Form 8-K were filed during the prior quarter.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
RED BUTTE ENERGY, INC.
(Registrant)
Date: November 19, 2002 By: /S/ Charles Spooner
-------------------------------------------
Charles Spooner
Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
I, Charles Spooner, certify that:
1. I have reviewed this quarterly report on form 10-QSB of Red Butte
Energy, 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)
16
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 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 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: November 19, 2002
/s/ Charles Spooner
Charles Spooner
Director
(Principal Executive, Financial and Accounting Officer)
17