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Form 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or
15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended September 30, 2002
Commission File No. 0-1392
Central Natural Resources, Inc. and Subsidiaries
Incorporated in State of Delaware IRS Number: 44-0195290
911 Main Street, Suite 1710
Kansas City, Missouri 64105
Phone: 816-842-2430
Common stock outstanding as of September 30, 2002
$1 par value; 503,924 shares
The Registrant (l) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days.
Yes [X] No [ ]
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets - September 30, 2002 and
December 31, 2001
Consolidated Statements of Earnings and Retained Earnings
- nine months ended September 30, 2002 and 2001 and three
months ended September 30, 2002 and 2001
Consolidated Statements of Comprehensive Income
-nine months ended September 30, 2002 and 2001 and
three months ended September 30, 2002 and 2001
Consolidated Statements of Cash Flows - nine months
ended September 30, 2002 and 2001
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(amounts in unit dollars)
ASSETS 2002 2001
__________ __________
(Unaudited)
Current assets:
Cash and cash equivalents $ 1,058,070 1,285,926
Accounts receivable - 104,882
Securities maturing within one year,
at amortized cost (note 2) 3,996,089 3,998,404
Notes receivable, current 18,817 18,084
Income taxes receivable 161,852 -
Deferred income taxes - 17,709
Other 20,079 10,013
__________ __________
Total current assets 5,254,907 5,435,018
Equity securities, at fair value (note 2) 447,167 1,030,491
Notes receivable, noncurrent 51,603 65,221
Investment in CNR Production LLC 143,256 -
Other investments 350,002 350,002
Deferred income taxes 140,476 71,494
Coal deposits, real estate, equipment
and leasehold improvements:
Coal deposits 1,602,882 1,602,882
Mineral rights 39,988 39,988
Surface land 25,562 25,562
__________ __________
1,668,432 1,668,432
Less accumulated depletion, depreciation
and amortization (582,623) (581,498)
__________ __________
Net coal deposits, real estate,
equipment and leasehold improvements 1,085,809 1,086,934
__________ __________
Total assets $ 7,473,220 8,039,160
See accompanying notes to consolidated financial statements.
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 20,804 4,838
Deferred income advance oil lease bonus - 47,353
Federal and state income taxes - 46,112
__________ __________
Total current liabilities 20,804 98,303
__________ __________
Preferred stock of $1 par value; 100,000
Shares authorized; no shares issued - -
Common stock of $1 par value; 2,500,000
Shares authorized; 503,924 issued 503,924 503,924
Retained earnings 6,952,248 7,445,022
Accumulated other comprehensive loss,
net of deferred taxes of $(2,022) in 2002
and $(4,356) in 2001 (3,756) (8,089)
__________ __________
Total stockholders' equity 7,452,416 7,940,857
__________ __________
Total liabilities and stockholders, equity $ 7,473,220 8,039,160
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Earnings and Retained Earnings
Nine months ended September 30, 2002 and 2001 and
three months ended September 30, 2002 and 2001
(Unaudited)
(amounts in unit dollars)
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
_________ _________ _________ _________
Operating revenue:
Coal royalties $ 45,000 45,800 22,500 22,500
Oil and gas royalties 312,957 550,762 123,401 129,565
Oil and other mineral lease
rentals and bonuses 100,415 28,181 3,837 24,156
_________ _________ _________ _________
Total operating revenue 458,372 624,743 149,738 176,221
General and administrative
expenses 417,534 385,443 125,534 98,768
_________ _________ _________ _________
Operating income 40,838 239,300 24,204 77,453
Nonoperating income (loss):
Investment income (loss) (664,797) 74,881 (193,671) (64,231)
Gain on sales of real estate - 1,106 - 1,106
Other 2,431 5,048 2,280 5,032
_________ _________ _________ _________
Total nonoperating
income (loss) (662,548) 81,035 (191,391) (58,093)
_________ _________ _________ _________
Earnings (loss) before
income taxes (621,710) 320,335 (167,187) 19,360
Income taxes (benefit) (280,115) 90,841 (64,918) 1,414
_________ _________ _________ _________
Net earnings (loss) (341,595) 229,494 (102,269) 17,946
Retained earnings at
beginning of period 7,445,020 7,639,660 7,104,910 7,599,246
Deduct cash dividends paid
of $.30 and $.75 per share
for the nine months ended
September 30, 2002 and 2001,
and $.10 and $.25 per share for
the three months ended
September 30, 2002 and 2001 (151,177) (377,943) (50,393) (125,981)
_________ _________ _________ _________
Retained earnings at end
of period $ 6,952,248 7,491,211 6,952,248 7,491,211
Earnings (loss) per share-
basic and diluted $ (0.68) 0.46 (0.20) 0.04
Weighted average number
of shares of common stock
outstanding
Basic 503,924 503,924 503,924 503,924
Diluted 503,924 503,924 503,924 503,924
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Comprehensive Loss
Nine months ended September 30, 2002 and 2001 and
three months ended September 30, 2002 and 2001
(Unaudited)
(amounts in unit dollars)
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
_________ _________ _________ _________
Net earnings (loss) $ (341,595) 229,494 (102,269) 17,946
_________ _________ _________ _________
Other comprehensive income:
Realized gains and unrealized
appreciation (depreciation)
on investments (41,814) (671,216) (58,125) (411,022)
Income taxes 14,635 234,925 20,344 143,856
_________ _________ _________ _________
Realized gains and
unrealized appreciation
(depreciation)
on investments, net (27,179) (436,291) (37,781) (267,166)
________ _________ _________ _________
Less:
Realized investment losses
(gains) included in net
earnings (loss) 48,497 (2,713) 65,666 45,016
Income taxes (16,974) 950 (22,983) (15,755)
_________ _________ _________ _________
31,523 (1,763) 42,683 29,261
_________ _________ _________ _________
4,344 (438,054) 4,902 (237,905)
_________ _________ _________ _________
Comprehensive
loss $ (337,251) (208,560) (97,367) (219,959)
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES, INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Statements of Cash Flows
Nine months ended September 30, 2002 and 2001
(Unaudited)
(amounts in unit dollars)
2002 2001
_________ _________
Cash flows from operating activities:
Net earnings (loss) $ (341,595) 229,494
Adjustments to reconcile net earnings (loss)
to net cash provided by operating
activities:
Depletion, depreciation
and amortization 1,125 1,135
Loss(Gain)on sales of equity securities 48,497 (2,713)
Gain on sales of Real estate - (1,106)
Amortization of premiums and discounts of
Securities, net (51,138) (137,953)
Impairment charge on equity securities 686,229 112,502
Changes in assets and liabilities:
Accounts receivable and other assets 94,816 15,575
Deferred net lease bonus (47,353) 71,030
Accounts payable and accrued expenses 15,966 8,133
Federal and state income taxes (259,237) (113,732)
_________ _________
Net cash provided by
operating activities 147,310 182,365
_________ _________
Cash flows from investing activities:
Proceeds from note receivable 12,885 12,208
Proceeds from matured/called investment
debt securities 16,000,000 16,000,000
Purchases of investment debt securities (15,946,547) (15,876,930)
Proceeds from sales of land - 1,125
Purchases of equity securities (296,138) (419,274)
Proceeds from sales of equity securities 149,067 312,893
Purchase of other investments (143,256) (250,000)
_________ _________
Net cash used in
investing activities (223,989) (219,978)
_________ _________
Cash flows from financing activities
dividend paid (151,177) (377,943)
Net decrease in cash and cash equivalents (227,856) (415,556)
Cash and cash equivalents,
beginning of year 1,285,926 1,748,510
_________ _________
Cash and cash equivalents,
end of period $ 1,058,070 1,3332,954
See accompanying notes to consolidated financial statements.
CENTRAL NATURAL RESOURCES INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
September 30, 2002
(1) Basis of Presentation:
In the opinion of Central Natural Resources Inc. (the Company),
the accompanying unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the financial position as of September 30, 2002
and the results of operations and cash flows for the periods ended
September 30, 2002 and 2001.
The consolidated financial statements are presented in accordance with
the requirements of Form 10-Q and, consequently, do not include all the
disclosures required by accounting principles generally accepted in the
United States of America. For further information, refer to the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31,
2001.
Results of operations for interim periods are not necessarily indicative
of results to be expected for a full year.
Oil Lease Bonuses
Oil lease bonuses which relate to future periods are deferred and
recognized as income over the related future periods (generally
One year).
(2) Investment Securities:
The amortized cost, gross unrealized holding gains, gross
unrealized holding losses and fair value for held-to-maturity and
available-for-sale securities by major security type at September 30, 2002
and December 31, 2001 are as follows:
Gross Gross
unrealized unrealized
Amortized holding holding Fair
September 30, 2002 cost gains losses value
__________________ __________ __________ __________ __________
Held-to-maturity:
U. S. government
agency securities $ 3,996,089 0 (289) 3,995,800
Available-for-sale:
Equity securities $ 452,944 2,662 (8,439) 447,167
December 31, 2001
_________________
Held-to-maturity:
U. S. government
agency securities $ 3,998,404 0 (44) 3,998,360
Available-for-sale:
Equity securities $ 1,042,936 52,497 (64,942) 1,030,491
CENTRAL NATURAL RESOURCES INC. AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Notes to Consolidated Financial Statements
Investment income consists of the following for each of the periods
ended September 30:
Nine months ended Three months ended
September 30, September 30,
2002 2001 2002 2001
________ _______ _______ _______
Realized (losses)gains on sales
of equity securities $ (48,497) 2,713 (65,666) (45,016)
Impairment charge (686,229) (112,502) (151,096) (66,414)
Interest Income 62,943 177,943 18,891 45,861
Dividend Income 6,804 6,727 4,200 1,338
________ _______ _______ _______
$(664,979) 74,881 (193,671) (64,231)
Investments in debt securities are classified as held-to-maturity
securities, which are carried at amoritized cost. Investments
in marketable equity securitites are classified as
available-for-sale securities, which are carried at fair
value, with unrealized gains and losses excluded from earnings
and reported in other comprehensive income.
A decline in the market value of any available-for-sale or
held-to-maturity security below cost that is deemed to be other
than temporary results in a reduction in carrying amount to
fair value. The impairment is charged to earnings and a new cost
basis for the security is established. Other than temporary
impairment is analyzed quarterly on an individual security
basis based on the length of time and the extent to which market
value has been less than cost; the financial condition and any
specific events which effect the issuer; and the Company's
intent and ability to hold the security. During the nine
and three months ended September 30, 2002, the Company recognized
an impairment charge for declines in market values of equity
securities considered to be other than temporary of $686,229
and $151,096, respectively. During the nine and three months
ended September 30, 2001, the Company recognized an impairment charge
for declines in market values of equity securities considered to
be other than temporary of $112,502 and $66,414 respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Total operating revenue was down substantially in the first
nine months of 2002 from the first nine months of 2001, and
also down in the third quarter of 2002 from the third quarter
of 2001. The decreases were due primarily to decreased
revenues from oil and gas royalties which, in turn, were
due to decreased production of oil and gas during the
current periods under comparison, coupled with a slight
decrease in average prices during the comparable periods.
As mentioned in prior reports, a lessee continues to expand
drilling operations and has commenced production of coal bed
methane gas from certain of the Company's coal properties
located in Sebastian County, Arkansas, with some revenue from
royalties from this operation received during the current fiscal
periods under comparison. Commercial production, however, has
only begun during the current fiscal year and the level of
commercial production on an ongoing basis is uncertain at this
time. Should production increase, and royalty revenue from this
source increase, it still may very well be in the intermediate term
before the Company realizes materially increased royalty income
from the source. Further, the amount of revenue ultimately received
from this source will be subject to the uncertainties of price
fluctuations in the market price of natural gas.
The decrease in revenues from oil and gas royalties in the current
nine month period was somewhat offset by increases in revenue from
oil and other mineral lease rentals and bonuses in the first nine
months of 2002 over the first nine months of 2001. Mineral lease
rentals and bonuses decreased in the third quarter of 2002 from the
third quarter of 2001. The increases in the first nine months of
2002 resulted from more leases being in effect with income recognizable
during that period. The decrease in revenue from oil and other mineral
lease rentals and bonuses in the third quarter of 2002 from 2001 is the
result of decreased lease rental and bonus activity in the third quarter
of 2002 and the fact that the bulk of the lease rental and bonus revenue
for 2001 was received in the third quarter.
General and administrative expenses increased somewhat in the current
periods due primarily to increased compensation associated with the
engagement of a full time Chief Executive Officer.
Non-operating income was down substantially in both the first nine-month
period of 2002 compared to the first nine months of 2001, and also in the
third quarter of 2002 from the third quarter of 2001. These decreases
resulted from lower rates of return on temporary fixed income investments,
reduced investment income resulting from reduced capital gains on sales
of securities and the reduced size of the portfolio of fixed income
investments during the current period. Additionally, the Company
recognized impairment charges during the first, second and third
quarter of 2002 reflecting write-downs in the carrying value of certain
equity securities because decreases in current market values of those
securities have been deemed by Management to be other than temporary.
This is explained in more detail in Note 2 to the accompanying Financial
Statements. There was such a write-down in the second and third quarters
of 2001, but none in the first quarter of 2001.
Income tax benefits for the first nine months of 2002 reflect receipt of
a refund of state income taxes for prior years amounting to $70,093.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Financial Condition - Liquidity and Capital Resources
The financial condition of the Company continued to be strong through
the end of the third quarter of 2002 as it was at the end of the fiscal
year in 2001. The liquidity of the Company continues to be high as is
evidenced by a favorable ratio of current assets to current liabilities,
and the fact that a significant portion of the Company's net worth
continues to be represented by liquid assets.
The Company continues to have no bank debt or other lender liability
outstanding and no significant other liabilities. There are no off
balance sheet arrangements. In addition, since the Company carries no
inventory and has no significant amount of accounts receivable or accounts
payable, its working capital needs are minimal, and since it has significant
liquid assets, and there are no current known demands, commitments or
contractual obligations, Management believes that liquidity should continue
to be favorable and the financial condition of the Company strong.
The only continuing commercial commitment is the operating lease for
general office space of the Company. The Company established new offices
in the third quarter of 2002, and is presently located at 911 Main St.,
Suite 1710, Kansas City, MO, 64105. The phone number of (816) 842-2430
remains current.
Regarding future capital expenditures, as reported in prior filings, the
Board of Directors authorized the Company to participate in an oil and
gas exploration venture in Texas. The Board has authorized a capital
expenditure of up to $250,000 for this project, approximately $143,051
of which has been paid through the close of the third quarter of 2002.
Other than this project, the Company has no specific commitment for
material capital expenditures at the present time. Management does,
however, continue to actively pursue other business opportunities which
may result in a more productive deployment of its assets and ultimately
increase earnings, and in pursuit of that objective has focused on the
possible acquisition of additional mineral properties or working interests
in selected oil and gas operations. In addition, Management continues to
aggressively pursue development of its currently owned oil and gas and
coal properties and to attempt to lease more of its mineral properties
in order to generate additional rental, bonus and royalty income.
Although as discussed above, the liquidity of the Company continues to
be favorable, it is affected by cash flows. The consolidated statement
of cash flows in the accompanying Consolidated Financial Statements
illustrates that there were net decreases in cash and cash equivalents
both in the first nine months of 2002 as well as the first nine months
of 2001, however, the decrease was greater in the first nine months of
2002. The most significant component of the changes between the periods
under comparison was the difference in cash provided by or used in
investment activities; specifically, differences in the amount of
proceeds from the sale of equity securities and purchase of equity
securities during each such period, differences in the amount of
proceeds from matured/called investment debt securities which were
reinvested, and the purchase of a greater amount of other investments
in the first nine months of 2001. Another significant component of
the changes between the periods under comparison was the difference
in cash used in financing activities; specifically, differences in
the amount of cash used in the payment of dividends which was
significantly less in the first nine months of 2002 than in the first
nine months of 2001 due to a reduction in the amount of the quarterly
dividend as explained hereafter. Also contributing to the difference
was a net loss in the first nine months of 2002 compared to net earnings
in the first nine months of 2001. The net loss in the first nine months
of 2002 included certain impairment charges on equity securities described
above which reduced earnings but did not reduce cash, while the amount of
such impairment charges in the first nine months of 2001 was less. The
decrease in cash flows from operating activities was also affected by
the timing of both income tax payments and the recognition of income from
deferred oil lease bonuses.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Accounting Policies, Recent Accounting Pronouncements and Other Matters
A summary of significant accounting policies was contained in Note 1 to
the consolidated financial statements of the Company filed with
Form 10-K for the year ended December 31, 2001. One example of a
judgment made in applying a critical accounting policy is the
impairment charge made relative to the decline in market value of
certain securities that is deemed to be other than temporary as is
referred to above. The impairment of the value of securities
is analyzed quarterly on an individual security basis based on
the length of time (generally six months), and the extent to which
market value has been less than cost; the financial condition and
any specific events which affect the issuer; and the Company's
intent and ability to hold the security. There would be materially
different reported results if different assumptions or conditions
were to prevail. In the judgment of Management and the Board of
Directors, the indicated charges were appropriate, however, they
have taken note of the fact that the overall return of the
portfolio since inception is positive. Another example of a
judgment made in applying a critical accounting policy is the
periodic review of long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. This accounting policy
was also explained in Note 1 referred to above, and has been applied
in the past, for example, in downward adjustments to the carrying
value of the Company's coal properties. However, this accounting
policy does not permit an upward adjustment in such carrying values,
when Management believes the current fair market value of an asset
is greater than the carrying value on the balance sheet and in fact
Management believes that this may be the case with respect to the
carrying value of certain assets on the balance sheet carried at
their historical cost.
A cash dividend of $0.25 per share was paid in the first quarter of
2001, while a cash dividend of $0.10 per share was paid in the first,
second and third quarter of 2002. While the Board of Directors had
expressed the intention early in 2001 to continue paying a $0.25 per
share quarterly dividend if the operating results and financial
condition of the Company continued to justify it, the Board
subsequently expressed a consensus that in subsequent quarters
the Board might reevaluate the quarterly dividend policy in light
of possible needs to retain liquidity for potential acquisitions
or other projects under consideration and for other possible areas
of internal growth. In the fourth quarter of 2001, the Board
declared a dividend for that quarter of $0.125 per share and
explained that since total year to date earnings for that year
were somewhat below total net earnings for the same period of the
previous year, due in substantial part to a recent decrease in
energy prices, and in furtherance of the objective to retain
liquidity for potential acquisitions under consideration and for
other possible areas of internal growth, it would be advisable to
reduce the quarterly dividend payment accordingly. In the first
quarter of 2002, the Board reduced the dividend to $0.10 per share
because earnings were again down due in part to a continuation of
lower energy prices and reduced production, and in light of the
decision to acquire a working interest in oil and gas properties in
Texas as described above, and the reduced dividend of $0.10 per share
was also paid in the second and third quarters of 2002. After the
close of the current quarter, the Board declared a dividend of $.10
per share to be paid in the fourth quarter.
The Company was required to adopt SFAS No. 143 Accounting for
Asset Retirement Obligations and, SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets on January 1,
2002. The adoption of SFAS No 143 and, SFAS No.144 had no impact
on the Company's financial statements.
Forward-Looking Statements
This report contains forward-looking statements that are
based on current expectations, estimates, forecasts, and
projections about the business segment in which the Company
operates, Management's beliefs, and assumptions made by
Management. These and other written or oral statements
that constitute forward-looking statements may be made by
or on behalf of the Company. These statements are not
guarantees of future performance and involve assumptions
and certain risks and uncertainties that are difficult to
predict, such as future changes in energy prices, including
fluctuations in prevailing prices for oil and gas, the
Company's ability to participate in or co-venture successful
exploration or production of natural resources (such as oil,
gas, coal and other minerals), results of drilling and other
exploration and development activities, uncertainties regarding
future political, economic, regulatory, fiscal, and tax policies
and practices as well as assumptions concerning a relatively
stable national economy, and the absence of a major disruption
such as a domestic act of terrorism. In addition, the company
relies on professional and management services provided by third
parties in certain of its operating activities. Therefore, actual
outcomes and results may differ materially from what is expressed,
implied, or forecast in such forward-looking statements. The Company
does not, by including this statement, assume any obligation to
review or revise any particular forward-looking statement referenced
herein in light of future events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The primary market risk exposures of the Company relate to
changes in interest rates, changes in equity security prices,
and changes in certain commodity prices.
The Company's exposure to market risk for changes in
interest rates relates solely to its fixed income portfolio
which consists of U. S. government agency securities. All such
securities are held-to-maturity and have original maturities
of less than one year. The Company does not use derivative
financial instruments to hedge interest rates on its fixed
income investment securities.
The Company's exposure to market risk for changes
in equity security prices relates solely to its marketable
equity investment portfolio which consists primarily of
common stocks of domestic, publicly held enterprises.
The Company's exposure to market risk for changes in
commodity prices relates to changes in the prices of coal,
oil, and natural gas, and the effect thereof on its royalties
and rentals relating to coal deposits and mineral rights,
as is discussed in more detail in Management's Discussion
and Analysis of Financial Condition and Results of Operations
set forth in Part 1, Item 2 of this report. The Company
does not use derivative commodity instruments to hedge its
commodity risk exposures.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days of the filing of this quarterly report,
the Company conducted an evaluation of the effectiveness of
the design and operation of its disclosure controls and
procedures. Disclosure controls and procedures mean controls
and other procedures that are designed to ensure that the
financial and non-financial information required to be
disclosed in the Company's periodic filings with the
Securities and Exchange Commission is recorded, processed,
summarized and reported in a timely manner. The evaluation was
conducted with the participation of Management and under the
supervision of the President and Chief Executive Officer and
the Chief Financial Officer. Based on the evaluation, the
Company's Management concluded that the Company's disclosure
controls and procedures were effective.
There have been no significant changes in the Company's
internal controls or other factors that could significantly
affect these controls subsequent to the date of the evaluation.
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 a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTRAL NATURAL RESOURCES INC.
(Registrant)
Date: November 14, 2002
____________________________
By: /s/ Leonard L. Noah
____________________________
Leonard L. Noah,
Chief Financial Officer
Date: November 14, 2002
____________________________
By: /s/ Phelps C. Wood
____________________________
Phelps C. Wood
President and
Chief Executive Officer
CERTIFICATION
I, Leonard Noah, Chief Financial Officer of Central Natural
Resources, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Central Natural Resources, 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 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 ("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 evaluation 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 employee 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: November 14, 2002
____________________________
By: /s/ Leonard L. Noah
____________________________
Leonard L. Noah,
Chief Financial Officer
CERTIFICATION
I, Phelps C. Wood, President and Chief Executive Officer
of Central Natural Resources, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Central Natural Resources, 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 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 ("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 evaluation 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 employee 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: November 14, 2002
____________________________
By: /s/ Phelps C. Wood
____________________________
Phelps C. Wood,
President and
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
With respect to the Quarterly Report of Central Natural Resources, Inc.,
a Delaware corporation (the "Company") on Form 10-Q for the period
ending September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Leonard Noah, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: November 14, 2002
____________________________
By: /s/ Leonard L. Noah
____________________________
Leonard L. Noah,
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to
18 U.S.C. section 1350 and is not being filed as a part of the Report or
as a separate disclosure document.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
With respect to the Quarterly Report of Central Natural Resources, Inc.,
a Delaware corporation (the "Company") on Form 10-Q for the period
ending September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Phelps C. Wood,
President of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: November 14, 2002
____________________________
By: /s/ Phelps C. Wood
____________________________
Phelps C. Wood,
President and
Chief Executive Officer
The foregoing certification is being furnished solely pursuant to
18 U.S.C. section 1350 and is not being filed as a part of the Report or
as a separate disclosure document.