SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to________
COMMISSION FILE NUMBER: 0-29346
FRMO CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3754422
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
271 NORTH AVENUE, NEW ROCHELLE, NY271 NORTH 10801
(Address of principal executive offices) (Zip Code)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (914) 636-3432
(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), and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ( ) No ( )
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, at January 13, 2002: 36,083,774
FRMO CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2002
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements................................................................................. 2
Balance Sheets - November 30, 2002 (Unaudited) and February 28, 2002................................ 2
Statements of Operations (Unaudited) - Nine months and three months ended
November 30, 2002 and 2001......................................................................... 3
Statement of Stockholders' Equity (Unaudited) - Nine months ended November 30, 2002.................. 4
Statements of Cash Flows (Unaudited) - Nine months ended November 30, 2002 and 2001.................. 5
Notes to Financial Statements (Unaudited)............................................................ 6
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition................ 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................................... 9
Item 4. Controls and Procedures.............................................................................. 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.....................................................................10
FRMO CORP.
BALANCE SHEETS
NOVEMBER 30, FEBRUARY 28,
2002 2002
----------------------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ............................ $ 95,430 $ 83,411
Accounts receivable .................................. 41,416 1,114
----------------------------
Total current assets .................................... 136,846 84,525
----------------------------
Other assets:
Intangible assets, net of accumulated
amortization of $11,138 at November 30, 2002
and $9,676 at February 28, 2002 .................... 66,115 71,543
Investments in unconsolidated subsidiaries .......... 27,102 5,000
----------------------------
Total ................................................... 93,217 76,543
----------------------------
Total assets ............................................ $ 230,063 $ 161,068
============================
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Accounts payable and accrued expenses
$ 21,691 $ 19,607
Income taxes payable ................................. 17,082 322
Deferred income ..................................... 6,947 2,706
----------------------------
Total current liabilities ............................... 45,720 22,635
Stockholders' equity:
Preferred stock - $.001 par value;
Authorized - 2,000,000 shares;
Issued and outstanding - 50 shares Series R .... -- --
Common stock - $.001 par value;
Authorized - 90,000,000 shares;
Issued and outstanding - 36,083,774 shares ..... 36,083 36,083
Capital in excess of par value ................... 3,322,136 3,313,136
Retained earnings ................................ 44,749 7,839
----------------------------
3,402,968 3,357,058
Less: Receivables from shareholders for
common stock issuance ............... 3,218,625 3,218,625
----------------------------
Total stockholders' equity ....................... 184,343 138,433
----------------------------
Total liabilities and stockholders' equity ....... $ 230,063 $ 161,068
============================
See notes to interim financial statements.
FRMO CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
2002 2001 2002 2001
----------------------------- ----------------------------
Revenues
Consulting $ 23,686 $ 17,949 $ 66,226 $ 43,607
Research fees 2,928 2,811 10,133 5,170
Subscription fees -- 3,018 3,009 3,018
Income from investments in
unconsolidated subsidiaries 8,351 963 22,102 963
----------------------------- ----------------------------
Total income 34,965 24,741 101,470 52,759
----------------------------- ----------------------------
Costs and expenses
Amortization 1,931 2,920 5,428 6,340
Contributed services 3,000 -- 9,000 --
Accounting 1,667 1,000 7,660 3,600
Shareholder reporting 5,625 6,165 18,371 29,716
Office expenses 1,586 1,563 4,772 4,665
Other 280 275 358 448
----------------------------- ----------------------------
Total costs and expenses 14,089 11,923 45,589 44,768
----------------------------- ----------------------------
Income from operations 20,876 12,819 55,881 7,991
Dividend income 258 296 772 1,062
----------------------------- ----------------------------
Income from operations before provision
for income taxes 21,134 13,115 56,653 9,052
Provision for income taxes 10,744 1,876 19,743 1,954
----------------------------- ----------------------------
Net income $ 10,390 $ 11,239 $ 36,910 $ 7,098
============================= ============================
Basic earnings per common share $ 0.00 $ 0.00 $ 0.01 $ 0.00
============================= ============================
Diluted earnings per common share $ 0.00 $ 0.00 $ 0.01 $ 0.00
============================= ============================
Average shares of common stock outstanding:
Basic 3,897,524 3,897,209 3,897,524 3,887,338
============================= ==============================
Diluted 3,947,524 3,929,077 3,947,524 3,897,883
============================= ==============================
See notes to interim financial statements.
FRMO CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
RECEIVABLES
FROM
SERIES R ADDITIONAL SHAREHOLDERS TOTAL
PREFERRED STOCK COMMON STOCK PAID-IN RETAINED FOR COMMON STOCKHOLDERS' COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS STOCK ISSUANCE EQUITY INCOME
---------------------------------------------------------------------------------------- -------------
Balance, February 28, 2002 50 $-- 36,083,774 $ 36,083 $3,313,136 $ 7,839 $(3,218,625) $ 138,433
Net income -- -- -- -- 36,910 -- 36,910 $ 36,910
Contributed services -- -- -- 9,000 -- -- 9,000 --
-- ------------
Comprehensive income -- -- -- -- -- -- -- $ 36,910
---------------------------------------------------------------------------------------- =============
Balance, November 30, 2002 50 $-- 36,083,774 $ 36,083 $3,322,136 44,749 (3,218,625) $ 184,343
========================================================================================
See notes to interim financial statements.
FRMO CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
NOVEMBER 30,
2002 2001
---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 36,910 $ 7,098
Adjustments to reconcile net income to net cash
provided by operating activities
Reinvested income (22,102) --
Amortization 5,428 6,340
Contributed services 9,000 --
Changes in operating assets and Liabilities:
Accounts receivable (40,302) 1,800
Other current assets -- 1,137
Accounts payable and accrued expenses 18,844 11,384
Deferred income 4,241 2,345
---------------------
Net cash provided by operating activities 12,019 30,104
Net increase in cash and cash equivalents 12,019 30,104
---------------------
Cash and cash equivalents, beginning of period 83,411 44,957
---------------------
Cash and cash equivalents, end of period 95,430 75,061
=====================
ADDITIONAL CASH FLOW INFORMATION
Interest paid $ -- $ --
=====================
Income taxes paid $ 2,983 $ 155
=====================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Preferred stock issued in consideration for the acquisition
of subscription agreements $ -- $ 50,000
=====================
Common stock issued in consideration for the acquisition
of research agreements $ -- $ 83,459
=====================
Reinvested income from investments in unconsolidated
subsidiaries $ 22,102 $ --
=====================
See notes to interim financial statements.
FRMO CORP.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information in response to the requirements of Article 10 of
Regulation S-X. Accordingly they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, the
accompanying unaudited financial statements contain all adjustments (consisting
only of normal recurring items) necessary to present fairly the financial
position as of November 30, 2002; results of operations for the three months and
nine months ended November 30, 2002 and 2001; cash flows for the nine months
ended November 30, 2002 and 2001; and changes in stockholders' equity for the
nine months ended November 30, 2002. For further information, refer to the
Company's financial statements and notes thereto included in the Company's Form
10-K for the year ended February 28, 2002. The balance sheet at February 28,
2002 was derived from the audited financial statements as of that date. Results
of operations for interim periods are not necessarily indicative of annual
results of operations.
2. INTANGIBLE ASSETS
RESEARCH AGREEMENTS
In March 2001, the Company acquired the research service fees that Horizon
Research Group receives from The New Paradigm Fund in exchange for 80,003 shares
of common stock. In May 2001, the Company acquired the research service fees
that Horizon Research Group receives from The Middle East Growth Fund in
exchange for 3,456 shares of common stock. The value of the shares issued in
both of these transactions aggregated $54,969. During the quarter ended May 31,
2002, The Middle East Growth Fund was discontinued, and the Company's investment
in the associated research agreement was written off. The Company is amortizing
the cost of The New Paradigm Fund research agreement over ten years using the
straight-line method.
SUBSCRIPTION REVENUES
In October 2001, the Company acquired a 2% interest in the subscription revenues
from subscribers to The Convertible/High Yield Arbitrage Report that Horizon
Research Group and another third party receive. Consideration for this interest
consisted of the issuance of 50 shares of Series R preferred stock. The value of
the shares issued in both of these transactions aggregated $26,250. The Company
will amortize the purchase of these subscription agreements over ten years using
the straight-line method. At the time of these transactions, a 2% interest in
the subscription revenues amounted to $3,018 per annum.
Intangible assets consist of the following:
NOVEMBER 30, FEBRUARY 28,
2002 2002
--------------------------------
Research agreements $ 51,003 $54,969
Subscription revenue 26,250 26,250
--------------------------------
77,253 81,219
Less accumulated amortization 11,138 9,676
--------------------------------
Intangible assets, net $ 66,115 $71,543
================================
For the nine months ended November 30, 2002 and 2001, amortization of intangible
assets was $5,428 and $6,340.
FRMO CORP.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
3. NET INCOME PER COMMON SHARE AND PER COMMON SHARE EQUIVALENT
Basic earnings per common share for the three months and nine months ended
November 30, 2002 and 2001 are calculated by dividing net income by weighted
average common shares outstanding during the period. Diluted earnings per common
share for the three months and nine months ended November 30, 2002 and 2001, are
calculated by dividing net income by weighted average common shares outstanding
during the period plus dilutive potential common shares, which are determined as
follows:
THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
2002 2001 2002 2001
------------------------------- ---------------------------
Weighted average common shares 3,897,524 3,897,209 3,897,524 3,887,338
Effect of dilutive securities:
Conversion of preferred stock 50,000 31,868 50,000 10,545
------------------------------- ---------------------------
Dilutive potential common shares 3,947,524 3,929,077 3,947,524 3,897,883
=============================== ===========================
4. COMPENSATION FOR CONTRIBUTED SERVICES
Two officers/shareholders performed services for the Company during the nine
months ended November 30, 2002, for which no compensation was paid. The Company
recorded a charge to operations for these contributed services of $9,000 and a
corresponding credit to capital in excess of par value.
5. INCOME TAXES
The provision for income taxes consist of the following:
THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
2002 2001 2002 2001
------------------------------- --------------------------
Federal $ 7,837 $ 1,253 $ 15,219 $ 1,253
State 2,907 623 4,524 701
------------------------------- --------------------------
Total $10,744 $ 1,876 $ 19,743 $ 1,954
=============================== ==========================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
All statements contained herein that are not historical facts, including but not
limited to, statements regarding future operations, financial condition and
liquidity, capital requirements and the Company's future business plans are
based on current expectations. These statements are forward looking in nature
and involve a number of risks and uncertainties. Actual results may differ
materially. Among the factors that could cause actual results to differ
materially are changes in the financial markets, which affect investment
managers, investors, mutual funds and the Company's consulting clients, and
other risk factors described herein and in the Company's reports filed and to be
filed from time to time with the Commission. The discussion and analysis below
is based on the Company's unaudited Financial Statements for the nine months
ended November 30, 2002 and 2001. The following should be read in conjunction
with the Management's Discussion and Analysis of results of operations and
financial condition included in Form 10-K for the year ended February 28, 2002.
OVERVIEW
By reason of the spin-off transaction described in Form 10-K for the year ended
February 28, 2002, the Company had a new start in terms of its continuing
business and its financial statements. After the spin-off, its balance sheet
consisted of $10,000 in assets, no liabilities and 1,800,000 shares of common
stock. On January 23, 2001 the Company issued an additional 34,200,000 shares of
common stock for $3,258,000 to be paid as set forth in Item 1 of Form 10-K for
the year ended February 28, 2001.
Since its new start on January 23, 2001, FRMO completed the following
transactions through November 30, 2002:
i. The Company invested $5,000 in FRM NY Capital, LLC, a limited
liability venture capital company whereby the substantial
investment of financial capital will be made by unrelated parties
but where FRMO will have a carried interest based on leveraging
the creative services of its personnel (its intellectual
capital).
ii. A consulting agreement was signed effective January 1, 2001,
whereby FRMO is currently receiving $22,860 a year from the
manager of Santa Monica Partners, LP, a director and shareholder
of FRMO, for access to consultations with the Company's
personnel. Santa Monica Partners, L.P. is a private fund, which
owns 218,000 shares of common stock of FRMO.
iii. In March 2001 FRMO acquired the research service fees that
Horizon Research Group had received from The New Paradigm Fund in
exchange for 80,003 shares of FRMO common stock. Management
believes that the growth of that Fund in the current fiscal year
and future years will increase the current level of research fees
for which the stock consideration was paid. The New Paradigm Fund
outperformed the S&P 500 Index by approximately 13 percentage
points in its first fiscal year of operation, Calendar 2000.
During 2001, it outperformed the S&P 500 Index by 14 percentage
points and, during 2002, by 17 percentage points.
iv. In October 2001, FRMO acquired a 2% interest in the
subscription revenues from The Convertible/High Yield Arbitrage
Report that Horizon Research Group and another third party
receive in exchange for 50 shares of Series R preferred stock.
While the subscriptions are minimal at the present time,
management believes that they will grow in future years.
v. In February 2002, FRMO acquired a 7.71% interest in Kinetics
Advisors, LLC and the Finder's Fee Share Interest from the Stahl
Bregman Group, in exchange for 315 shares of FRMO common stock.
Kinetics Advisors, LLC controls and provides investment advice to
Kinetics New Economy Partners, a hedge fund and to Kinetics New
Economy Fund, an offshore version of New Economy Partners. While
the fees are minimal at the present time, management believes
that they will grow in future years. During its first year of
operation in 2000, and in 2001, New Economy Partners returned
23.7 and 21.6 percentage points more than the S&P 500 Index. In
2002, it outperformed the S&P 500 Index by 33 percentage points.
RESULTS OF OPERATIONS
2002 PERIOD COMPARED TO THE 2001 PERIOD
The Company's revenues from operations for the three months ended November 30,
2002 ("2002") was $35,000, an increase of $10,000 or 40% as compared to the
three months ended November 30, 2001 ("2001"). The Company's revenues from
operations for the nine months ended November 30, 2002 ("2002") was $101,000, an
increase of $48,000 or 92% as compared to the nine months ended November 30,
2001 ("2001"). The net increases in both of the three and nine-month periods
were due to additional income being generated from consulting fees, research
fees, and income from investments in unconsolidated subsidiaries.
Costs and expenses from operations increased by $2,000 (17%) to $14,000 for the
three months ended in 2002. During the nine-month period ended in 2002 costs and
expenses from operations increased by $1,000 (2%) to $46,000. The increase for
the three months ended in 2002 was due to an increase in contributed services,
offset by a decrease in amortization expense. The increase for the nine months
ended in 2002 was due to decreases in shareholder reporting expenses, offset by
increases in contributed services. In 2002, the Company started recording
non-cash compensation for contributed services from two of its executives. In
2001, those executives, who are responsible for all of the Company's operations,
had agreed not to draw any salaries during the period of formation. The $9,000
and $18,000 increase in the provision for income taxes for the three months and
nine months ended in 2002 was due to the increase in income from operations.
For the reasons noted above, the Company's net income for the three months ended
November 30, 2002 decreased by $1,000 to $10,000, as compared to net income of
$11,000 in 2001. For the same reasons, net income for the nine months ended
November 30, 2002 was $37,000, as compared to net income of $7,000 for the same
period in 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's activities during the nine months ended November 30, 2002,
resulted in an increase in cash of $12,000. The $12,000 increase in cash in 2002
was due to net income (after adjusting for reinvested income, amortization and
contributed services) of $29,000, offset by fluctuations in operating assets and
liabilities primarily caused by timing differences. There were no cash flows
provided by or used in investing or financing activities during both of the
nine-month periods ended in 2002 and 2001. The Company expects its business with
prospective new clients to develop without the outlay of cash, since the growth
will come from the services of its officers who will not receive cash salaries
until the Company's operations and revenues warrant the payment.
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On January 23, 2001, the Company issued 34,200,000 shares of $.001 par value
stock for $3,258,000. Only $39,375 was paid for at the time, and the balance of
$3,218,625 will be paid to the Company as set forth in Item 1 of Form 10-K for
the year ended February 28, 2001. The Company's market risk arises principally
from the obligations of the shareholders to pay for the shares of common stock
of the Company based on dividends from outside sources and the income generated
from the management of mutual funds.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. 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.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
None.
B) REPORTS ON FORM 8-K
None.
SIGNATURE
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.
FRMO CORP.
By: /S/ STEVEN BREGMAN
-------------------
Steven Bregman
PRESIDENT AND CHIEF OPERATING OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Dated: January 13, 2003
CERTIFICATION
Each of the undersigned hereby certifies in his capacity as an officer of FRMO
Corp. (the "Company") that the Quarterly Report of the Company on Form 10-Q for
the period ended November 30, 2002 fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the
financial condition of the Company at the end of such period and the results of
operations of the Company for such period.
Dated: January 13, 2003
By: /S/ MURRAY STAHL
---------------------
Murray Stahl
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
By: /S/ STEVEN BREGMAN
-----------------------
Steven Bregman
PRESIDENT AND CHIEF OPERATING OFFICER
CERTIFICATIONS
--------------
I, Murray Stahl, certify that:
1. I have reviewed this quarterly report on Form 10-Q of FRMO Corp;
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 we 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 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. 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.
Dated: January 13, 2003
By: /S/ MURRAY STAHL
---------------------
Murray Stahl
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CERTIFICATIONS
--------------
I, Steven Bregman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of FRMO Corp;
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 we 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 function):
d. 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
e. 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.
Dated: January 13, 2003
By: /S/ STEVEN BREGMAN
------------------
Steven Bregman
PRESIDENT AND CHIEF OPERATING OFFICER