UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 2003
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File Number: 000-49698
---------
PRINCETON VENTURES, INC.
(Exact name of small Business Issuer as specified in its charter)
Nevada 98 - 0353007
-------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 502, 595 Howe Street,
Vancouver, British Columbia, Canada V6C 2T5
-------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-669-2293
------------
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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 issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
6,534,000 Shares of $.001 par value
Common Stock outstanding as of March 31, 2003.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
PRINCETON VENTURES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
PRINCETON VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------
MARCH 31 JUNE 30
2003 2002
-----------------------------------------------------------
ASSETS
Current
Cash $ 248 $ 297
--------------------
Mineral Property Interest (Note 3) - -
$ 248 $ 297
===========================================================
LIABILITIES
Current
Accounts payable $ 22,349 $ 15,572
Loans payable 25,580 8,880
--------------------
47,929 24,452
--------------------
SHAREHOLDER'S DEFICIENCY
Share Capital
Authorized:
100,000,000 common shares
with a par value of
$0.001 per share
100,000,000 preferred shares
with a par value of
0.001 per share
Issued:
6,534,000 common shares at
March 31, 2003 and
June 30, 2002 6,534 6,534
Additional paid-in capital 54,426 54,426
Deficit Accumulated During
The Exploration Stage (108,641) (85,115)
--------------------
(47,681) (24,155)
--------------------
$ 248 $ 297
===========================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------------
PERIOD FROM
INCEPTION
MAY 10
THREE MONTHS ENDED NINE MONTHS ENDED 2001 TO
MARCH 31 MARCH 31 MARCH 31
2003 2002 2003 2002 2003
-----------------------------------------------------------------------------------
Expenses
Mineral property
option payments $ - $ - $ - $ - $ 1,075
Administrative expense - - - - 7,962
Professional fees 3,949 13,647 9,036 35,494 48,851
Consulting services 4,500 4,500 13,500 22,125 40,125
Transfer and Filing fees 349 - 374 1,255 1,509
Office and sundry 386 16 616 1,265 2,638
Exploration expenses - 4,500 - - 6,481
---------------------------------------------------------
Net Loss
For The Period 9,184 22,663 23,526 64,639 108,641
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period 99,457 53,606 85,115 11,630 -
---------------------------------------------------------
Deficit Accumulated During
The Exploration Stage,
End Of Period $ 108,641 $ 76,269 $ 108,641 $ 76,269 $ 108,641
=====================================================================================
Basic and Diluted
Loss Per Share $ 0.01 $ 0.01 $ 0.01 $ 0.01
===========================================================================
Weighted Average Number
Of Shares Outstanding 6,534,000 6,503,891 6,534,000 6,503,891
===========================================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------------------
-
PERIOD FROM
INCEPTION
MAY 10
THREE MONTHS ENDED NINE MONTHS ENDED 2001 TO
MARCH 31 MARCH 31 MARCH 31
2003 2002 2003 2002 2003
-----------------------------------------------------------------------------------------
-
Cash Flows From Operating Activities
Net loss for the period $(9,184) $(22,663) $(23,526) $(64,639) $(108,641)
Adjustments To Reconcile
Net Loss to Net Cash Used By
Operating Activities Stock issued
For other than cash: - - - - 75
Change in prepaid expenses - 2,250 - 4,300 -
Change in accounts payable 4,665 16,279 6,777 18,828 22,349
----------------------------------------------------
(4,519) (4,134) (16,749) (41,511) (86,217)
-----------------------------------------------------------------------------------------
Cash Flows From
Financing Activities
Issue of share capital - - - 9,900 60,885
Loans payable 4,550 - 16,700 - 25,580
----------------------------------------------------
4,550 - 16,700 9,900 86,465
-----------------------------------------------------------------------------------------
Increase
(Decrease) In Cash 31 (4,134) (49) (31,611) 248
Cash,
Beginning Of Period 217 4,376 297 31,853 -
-----------------------------------------------------------------------------------------
Cash,
End Of Period $ 248 $ 242 $ 248 $ 242 $ 248
=========================================================================================
Supplemental
Disclosure Of
Non-Cash Financing
And Investing Activities
Issue of share capital for
mineral property interest $ - $ - $ - $ - $ 75
=========================================================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
COMMON STOCK DEFICIT
------------------------------ ACCUMULATED
NUMBER OF ADDITIONAL DURING THE
COMMON PAR PAID IN EXPLORATION
SHARES VALUE CAPITAL STAGE TOTAL
--------------------------------------------------
Shares issued for
cash at $0.001 3,000,000 $3,000 $ - $ - $ 3,000
Shares issued for
cash at $0.015 3,199,000 3,199 44,786 - 47,985
Shares issued for
mineral property interest 5,000 5 70 - 75
Net loss for
the period - - - (11,630) (11,630)
--------------------------------------------------
Balance,
June 30, 2001 6,204,000 6,204 44,856 (11,630) 39,430
Shares issued for
cash at $0.03 330,000 330 9,570 - 9,900
Net loss for
the year - - - (73,485) (73,485)
--------------------------------------------------
Balance,
June 30, 2002 6,534,000 6,534 54,426 (85,115) (24,155)
Net loss for
the period - - - (23,526) (23,526)
--------------------------------------------------
Balance,
March 31, 2003 6,534,000 $6,534 $ 54,426 $(108,641) $(47,681)
==================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
1. OPERATIONS
Organization
The Company was incorporated in the State of Nevada, U.S.A., on May 10,
2001.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has
not yet realized any revenues from its planned operations. It is primarily
engaged in the acquisition and exploration of mining properties. Upon
location of a commercial mineable reserve, the Company expects to actively
prepare the site for its extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $108,641 for the period from May 10, 2001 (inception)
to March 31, 2003, and has no sales. The future of the Company is dependent
upon its ability to obtain financing and upon future profitable operations
from the development of its mineral properties. Management has plans to
seek additional capital through a private placement and public offering
of its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue in existence.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements
for a period necessarily involves the use of estimates which have been
made using careful judgement.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:
a) Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance and exploration
of mineral claims in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has
not established the commercial feasibility of its exploration prospects,
therefore, all costs are being expensed.
b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires 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 for the reporting period. Actual results could differ from
these estimates.
c) Foreign Currency Translation
The Company's functional currency is the U.S. dollar. Transactions in
foreign currency are translated into U.S. dollars as follows:
i) monetary items at the rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect during the
applicable accounting period.
d) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No.
109 - "Accounting for Income taxes" (SFAS 109). This standard requires the
use of an asset and liability approach for financial accounting, and
reporting on income taxes. If it is more likely than not that some portion
or all of a deferred tax asset will not be realized, a valuation
allowance is recognized.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. At August 31, 2001, the Company has no stock equivalents that
were anti-dilutive and excluded in the earnings per share computation.
3. MINERAL PROPERTY INTEREST
By an agreement, dated November 30, 2001, as amended, the Company acquired
an option to earn a 100% interest in a mineral claim located in British
Columbia, Canada.
In order to earn its interest, the Company is required to:
i) pay $1,000 on execution of the agreement (paid);
ii) issue a total of 55,000 common shares of the Company, comprising 5,000
upon execution of the agreement (issued), and 50,000 upon
completion of the third phase of the exploration program or
before November 30, 2003;
iii) incur an aggregate of $135,000 on exploration expenditures,
comprising $5,000 by March 31, 2002, $10,000 on or before June 30,
2003, and $120,000 on or before November 30, 2003.
4. CONTINGENCY
Mineral Property
The Company's mineral property interest has been acquired pursuant to an
option agreement. In order to retain its interest, the Company must satisfy
the terms of the option agreement described in Note 3.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
5. COMMITMENT
On July 1, 2001, the Company entered into consulting agreements with
two directors. The agreements provide for payments of $750 per month
for each director and expire on June 30, 2003. In the case of each
director, the fee will increase to $5,000 per month in the event that they
are required to spend 50% or more of their time performing the duties
outlined in each agreement.
6. RELATED PARTY TRANSACTIONS
a) During the period ended March 31, 2003, the Company paid $13,500
(2002 - $13,500) in consulting fees to two directors pursuant
to the agreements referred to Note 5.
b) As at March 31, 2003, loans payable in the amount of $25,580
(2002 - $8,880) were owing to two directors.
Item 2. Management's Discussion and Analysis or
Plan of Operations
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business
strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements
by terminology such as "may", "will", "should", "expect", "plan",
"Intend", "anticipate", "believe", estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology.
Actual events or results may differ materially. In evaluating these
statements, you should consider various risk factors, as set forth below,
and, from time to time, in other reports the Company files with the SEC.
These factors may cause the Company's actual results to differ materially
from any forward-looking statement. The Company disclaims any obligation
to publicly update these statements, or disclose any difference between its
actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
PLAN OF OPERATIONS
Princeton Ventures Inc. was incorporated on May 10, 2001 under the laws of the
State of Nevada. Our objective is to conduct mineral exploration activities on
the Merry mineral claim in order to assess whether the Merry mineral
claim possess commercially exploitable reserves of molybdenum or gold. We
have not, as yet, identified any commercially exploitable reserves. Our
proposed exploration program is designed to search for commercially
exploitable deposits. We are an exploration stage company and there is no
assurance that a commercially viable mineral deposit exists on our
mineral claim.
We have completed phase one of our recommended exploration program and
We have determined that the results of the first phase of exploration are
sufficiently positive to warrant proceeding with the second phase of
exploration. The budgeted cost of this second phase is $10,000 which is in
excess of our current cash and working capital. We will attempt to raise the
funds to complete this second phase through a private placement financing of our
common stock. If we are unable to complete a private placement financing, of
which there is no assurance, Mr. William Robertson, our chief financial officer
and a principal shareholder, has indicated he may advance sufficient funds to
enable us to complete the work program as a shareholders loan. If we are able
to raise the additional financing, this phase will not commence until Spring
2003 due to the presence of snow coverage on the property. We anticipate that
we would engage Mr. Ostler to complete this second phase of exploration. The
central part of the Merry Mineral Claims is accessible during the snow free
months of the year from May until November, with variations from year to year.
If we are able to complete the second phase of our exploration program, we will
assess whether to proceed to the third phase of the recommended geological
exploration program upon completion of an assessment of the results of phase two
of the geological exploration program. In completing this determination, we will
make an assessment as to whether the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase two of the exploration program. This assessment will include an
assessment of our cash reserves after the completion of phase two and the market
for financing of mineral exploration projects at the time of our assessment.
As of March 31, 2003, we have been unsuccessful in our efforts to raise
additional capital to meet our plan of operations. As a result, our operations
have been inactive. Our cash position as of march 31, 2003 was $248. Since
inception, we have recognized no revenue. We have accumulated operating losses
of $108,641 and we have a working capital deficiency of $47,681. In order to
satisfy our ongoing expenses, William Robertson, Secretary and Treasure, has
loaned us a total of $18,830, and Locke Goldsmith, President and CEO, has
loaned us a total of $6,750 since inception.
Over the past twelve months, we have experienced difficulties in obtaining
financing for our business for the purposes of conducting mineral exploration
activities on the Merry mineral claim. Because of these difficulties, during
this past quarter we have shifted some of our focus to investigating other
business opportunities. These opportunities include possible acquisitions or
joint venture arrangements in other mineral properties or other industries. We
can provide no assurance that these efforts in exploring possible acquisitions
or joint venture arrangements will come to fruition. Additionally, if any
new ventures are successfully negotiated, we can provide no assurance that such
new venture will achieve commercialization or that we will have enough financial
resources to fully develop the new venture. Although we will continue to
explore financing options based upon our existing business plan, our plan
of operations for the next 12 months will also include further
investigation of forming partnerships with other entities and researching
other business opportunities.
In the event we are not successful in raising additional financing, we
anticipate that we will not be able to proceed with our business plan for the
development of the Merry mineral claim and that our business may fail if another
business opportunity does not present itself. Accordingly, our financial
statements contain note disclosures describing the circumstances that lead there
to be doubt over our ability to continue as a going concern.
In order to explore other business opportunities and pursue our existing
business plan, we are dependent upon the continuing financial support of
creditors and stockholders until such time when we are successful in raising
equity capital to finance the operations and capital requirements of the
Company. We anticipate that if we are successful in raising additional capital,
the financing would be an equity financing through the sale of our common stock.
This financing would cause existing shareholders to experience dilution of their
interest in our company.
In order to pursue the following plan of operations, we will need to raise
approximately $43,000 over the next twelve months. If we are unable to raise
such capital, we will need to explore other alternatives as mentioned above.
Our plan of operations for the next twelve months, subject to our obtaining
financing, is as follows:
1. $10,000 in connection with the completion of the second phase of our
recommended geological work program, if we are able to raise the financing
required to proceed with this phase;
2. $18,000 for payments to Mr. Locke Goldsmith and Mr. William Robertson under
their consulting agreements;
3. $15,000 for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934;
We anticipate that we will not incur increased operating expenses until
such time as we achieve the financing required to enable us to pursue
further exploration of our optioned mineral property. Our operating
expenses will increase if we are able to achieve the required financing
and determine to proceed with further exploration. We will need to seek
additional funding in the near future and to explore potential business
opportunities with third parties to secure new sources of revenue. We
currently do not have a specific plan of how we will obtain such additional
funding. At this time, we cannot provide investors with any assurance that
we will be able to raise sufficient funding or that we will be successful in
securing new revenue through potential business opportunities. We believe
that debt financing will not be an alternative funding source.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934
(the "Exchange Act"), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures within the
90 days prior to the filing date of this report. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Mr. Locke Goldsmith and our Chief Financial Officer,
Mr. William Robertson. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to
material information relating to us required to be included in our
periodic SEC filings. There have been no significant changes in our
internal controls or in other factors that could significantly affect
internal controls subsequent to the date we carried out our
evaluation.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed our
reports filed or submitted 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
in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and
our Chief Financial Officer, to allow timely decisions regarding required
disclosure.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings and to our knowledge,
no such proceedings are threatened or contemplated.
Item 2. Changes in Securities
We did not complete any sales of our common stock during our fiscal
quarter ended March 31, 2003.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to our security holders for a vote during the
fiscal quarter ending March 31, 2003.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit
Number Description of Exhibit
------
99.1 Certification of Chief Executive Officer pursuant to pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
99.2 Certification of Chief Financial Officer pursuant to pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter
ended March 31, 2003 and we have not filed any Current Reports on Form 8-K
since March 31, 2003.
7
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: May 1, 2003
PRINCETON VENTURES, INC.
By: /s/ Locke Goldsmith
___________________________________
Locke Goldsmith, President and
Chief Executive Officer
(Principal Executive Officer)
Date: February 18, 2003
By: /s/ William Robertson
___________________________________
William Robertson, Secretary and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: May 1, 2003
CERTIFICATIONS
I, LOCKE GOLDSMITH, Chief Executive Officer of Princeton Ventures, Inc.
(the "Registrant"), certify that;
1. I have reviewed this quarterly report on Form10-QSB of Princeton
Ventures, 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 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 facts 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: May 1, 2003 /s/ LOCKE GOLDSMITH
___________________________________
(Signature)
President and Chief Executive Officer
___________________________________
(Title)
9
CERTIFICATIONS
I, WILLIAM ROBERTSON, Chief Financial Officer of Princeton Ventures, Inc.
(the "Registrant"), certify that;
1. I have reviewed this quarterly report on Form 10-QSB of Princeton
Ventures, 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 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 facts 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: May 1, 2003 /s/ William Robertson
___________________________________
(Signature)
Chief Financial Officer
___________________________________
(Title)