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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 April 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________________to__________________


COMMISSION FILE NUMBER 0-1287

STERLING SUGARS, INC.
____________________________________________________________________
Exact name of registrant as specified in its charter

Louisiana 72-0327950
_______________________________ ______________________________
State or other jurisdiction of IRS employer identification
incorporation or organization number

P. O. Box 572, Franklin, La. 70538
____________________________________________________________________
Address of principal executive offices Zip Code

Registrant's telephone number including area code 337 828 0620

Not Applicable
____________________________________________________________________
Former name, former address and former fiscal year, if changed since
last report.

Indicate by check mark whether 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 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

Indicate by check mark whether the registrant is an accellerated filer
(as defined in Rule 12b-2 in the Exchange Act).

YES NO X

There were 2,500,000 common shares outstanding at May 28, 2004.



Total number of pages 18

-1-







STERLING SUGARS, INC.

I N D E X

PAGE
NUMBER
PART I: FINANCIAL INFORMATION:

ITEM 1. FINANCIAL STATEMENTS

Condensed balance sheets April 30, 2004
(unaudited) and July 31, 2003 I-1

Statements of earnings and retained earnings
Nine months ended April 30, 2004 (unaudited)
and 2003 (unaudited) I-2

Statements of earnings and retained earnings
Three months ended April 30, 2004 (unaudited)
and 2003 (unaudited) I-3

Statements of cash flows
Nine months ended April 30, 2004 (unaudited)
and 2003 (unaudited) I-4

Notes to condensed financial statements
Three and nine months ended April 30, 2004
and 2003 I-5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS I-6

ITEM 4. CONTROLS AND PROCEDURES I-9

PART II. OTHER INFORMATION:

ITEM 5. OTHER INFORMATION II-1

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K II-1



















-2-







STERLING SUGARS, INC.
CONDENSED BALANCE SHEETS

April 30, July 31,
2004 2003
UNAUDITED NOTE
ASSETS: ---------------------------
CURRENT ASSETS:
Cash and short-term investments $ 1,557,242 $ 1,110
Accounts receivable 1,539,529 195,943
Inventories at lower of cost or market 10,194,684 2,638,131
Deferred income taxes 1,576,000 1,576,000
Other current assets 532,781 415,183
------------- -------------
TOTAL CURRENT ASSETS $ 15,400,236 $ 4,826,367
------------- -------------
Property, plant and equipment - net $ 26,226,841 $ 24,928,615
------------- -------------
Expenditures for future crops $ 486,524 $ 379,654
------------- -------------
Notes receivable - No allowance for
doubtful accounts considered necessary $ 250,570 $ 255,646
------------- -------------
Other assets $ 56,498 $ 50,583
------------- -------------
$ 42,420,669 $ 30,440,865
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Notes Payable $ 7,853,000 $ 4,207,023
Accounts payable and accrued expenses 2,658,534 1,449,124
Due cane growers 3,970,165 2,202,392
Current portion long-term debt 1,179,327 618,250
------------- -------------
TOTAL CURRENT LIABILITIES $ 15,661,026 $ 8,476,789
------------- -------------
Long-term debt $ 4,724,107 $ 3,167,085
------------- -------------
Deferred income taxes $ 2,475,000 $ 2,475,000
------------- -------------

STOCKHOLDERS' EQUITY:
Common stock $ 2,500,000 $ 2,500,000
Additional paid in capital 40,455 40,455
Retained earnings 17,020,081 13,781,536
------------- -------------
$ 19,560,536 $ 16,321,991
------------- -------------
$ 42,420,669 $ 30,440,865
============= =============

NOTE: The balance sheet at July 31, 2003 has been taken from the
audited financial statements at that date and condensed.

See notes to condensed financial statements



I-1 -3-







STERLING SUGARS, INC.
STATEMENT OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)

NINE MONTHS ENDED APRIL 30
---------------------------
2004 2003
---- ----
REVENUES:

Sugar and molasses sales $ 29,703,169 $ 36,867,304
Interest earned 10,213 2,114
Mineral leases and royalties 431,043 224,520
Gain on disposal of assets 25,857 171,137
Other 2,833,937 1,307,775
------------ ------------
$ 33,004,219 $ 38,572,850
------------ ------------

COSTS AND EXPENSES:

Cost of products sold $ 26,518,560 $ 38,520,495
General and administrative 758,708 685,540
Interest expense 503,492 307,298
------------ ------------
$ 27,780,760 $ 39,513,333
------------ ------------

NET EARNINGS (LOSS) BEFORE INCOME TAXES $ 5,223,459 $( 940,483)
INCOME TAXES (CREDIT) 1,984,914 ( 357,384)
------------ ------------
NET EARNINGS (LOSS) $ 3,238,545 $( 583,099)

RETAINED EARNINGS AT BEGINNING OF PERIOD 13,781,536 16,015,819
------------ ------------
RETAINED EARNINGS AT END OF PERIOD $ 17,020,081 $ 15,432,720
============ ============
NET EARNINGS (LOSS) PER SHARE $ 1.30 $ (.23)
============ ============










See notes to condensed financial statements








I-2 -4-







STERLING SUGARS, INC.
STATEMENT OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)

THREE MONTHS ENDED APRIL 30
-----------------------------
2004 2003
---- ----
REVENUES:

Sugar and molasses sales $ 2,777,637 $ 5,686,946
Interest earned 5,423 1,333
Mineral leases and royalties 166,795 72,782
Gain (Loss) on disposal of assets 25,857 (631)
Other (11,201) 71,154
------------ ------------
$ 2,964,511 $ 5,831,584
------------ ------------

COSTS AND EXPENSES:

Cost of products sold $ 4,293,345 $ 8,250,659
General and administrative 216,852 158,815
Interest expense 178,247 113,116
------------ ------------
$ 4,688,444 $ 8,522,590
------------ ------------

NET LOSS BEFORE INCOME TAXES $(1,723,933) $(2,691,006)
INCOME TAXES (CREDIT) (655,095) (1,022,583)
------------ ------------
NET LOSS $(1,068,838) $(1,668,423)

RETAINED EARNINGS AT BEGINNING OF PERIOD 18,088,919 17,101,143
------------ ------------
RETAINED EARNINGS AT END OF PERIOD $17,020,081 $15,432,720
============ ============

NET LOSS PER SHARE $( .43) $( .67)
============ ============










See notes to condensed financial statements







I-3 -5-







STERLING SUGARS, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED APRIL 30
---------------------------
2004 2003
---- ----
OPERATING ACTIVITIES:
Net earnings (Loss) $ 3,238,545 $( 583,099)
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 1,580,219 1,478,330
(Gain) loss on disposal of assets ( 25,857) ( 171,137)
Changes in operating assets and liabilities:
Increase in accounts receivable ( 1,343,586) ( 376,972)
Increase in inventories ( 7,556,553) ( 863,400)
Increase in accounts payable accrued
expenses and due cane growers 2,977,183 4,467,449
Other items - net ( 347,874) 301,787
------------ ------------
Net cash provided by operating activities $( 1,477,923) $ 4,252,958
------------ ------------
INVESTING ACTIVITIES:
Collection on notes receivable $ 36,276 $ 34,452
Issuance of notes receivable ( 31,200) -
Purchase of property, plant and equipment (3,089,697) (1,605,431)
Proceeds from sale of assets 354,600 634,610
------------- ------------
Net cash used in investing activities $ (2,730,021) $ ( 936,369)
------------ ------------
FINANCING ACTIVITIES:
Proceeds from short-term notes payable
and long-term debt $ 26,968,748 $ 25,557,200
Payments on short-term notes payable
and long-term debt (21,204,672) (28,868,200)
------------ ------------
Net cash provided by financing activities $ 5,764,076 $( 3,311,000)
------------ ------------
Increase in cash and temporary investments $ 1,556,132 $ 5,589
Cash and temporary investments at the
beginning of the period 1,110 3,866
------------ ------------
Cash and temporary investments at the
end of the period $ 1,557,242 $ 9,455
============= ============
Supplemental information:

Interest paid $ 470,977 $ 234,914
============ ============
Income taxes paid $ 19,110 $ 142,945
============ ============

See notes to condensed financial statements





I-4 -6-







STERLING SUGARS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED APRIL 30, 2004 AND 2003
(UNAUDITED) (CONTINUED)


A. CONDENSED FINANCIAL STATEMENTS:

The condensed balance sheet as of April 30, 2004,
the statements of earnings and retained earnings for the three
and nine months ending April 30, 2004 and 2003, and the condensed
statements of cash flows for the nine month periods then
ended have been prepared by the Company, without audit. In
the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present
fairly the financial position, results of operations and
cash flows at April 30, 2004 and for all periods presented
have been made.

Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted. It is suggested that these condensed financial
statements be read in conjunction with the July 31, 2003
report to stockholders and/or the Form 10-K filed with
the Securities and Exchange Commission on October 29, 2003.
The results of operations for the period ending April 30, 2004
are not necessarily indicative of the operating results expected
for the full year.

B. DISASTER RELIEF SUBSIDY

Under the Agricultural Assistance Act of 2003, the Commodity
Credit Corporation (CCC) has been directed to pay $60,000,000 in
compensation to Louisiana sugarcane producers and processors
suffering economic losses from the effects of Tropical Storm
Isadore, Hurricane Lili and excessive rains in October, 2002.
Under the plan, the CCC paid, in October, 2003, the
processors a calculated portion of the total based on a
predetermined formula, less a 7% holdback for appeals purposes.
The processors paid the cane suppliers based on existing contracts
between the mills and the farmers. The 7% holdback will be
disbursed at the conclusion of the appeals process.

Management estimates the gross amount to be paid to the Company
to be $4,386,000 before the 7% holdback and payments to farmers of
65%. After farmer payments, the Company's portion of the proceeds
is was $1,526,946. These amounts are before rentals to be received
from producers on Company owned land. These rentals, including the
7% holdback, are estimated to be $106,875 resulting in a total due
the Company of $1,633,821.






I-5 -7-








STERLING SUGARS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward -Looking Information:

This Form 10-Q contains certain statements that may be deemed
"forward-looking statements." All statements, other than historical
statements, in this Form 10-Q that address activities, events or
developments that the Company intends, expects, projects, believes or
anticipates will or may occur in the future, are forward-looking
statements. Such statements are based on assumptions and analysis made
by management of the Company in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate. The
forward-looking statements in the Form 10-Q are also subject to a number
of material risks and uncertainties, including weather conditions in
south Louisiana during the sugarcane growing season, the success of
sugarcane pest and disease abatement procedures, the quality and quantity
of the sugarcane crops, mechanical failures at the Company's sugar mill,
and prices for sugar and molasses produced by the Company. Such
forward-looking statements are not guarantees of future performance and
actual results. Development and business decisions may differ from
those envisioned by such forward-looking statements.

Results of Operations:

General Information:

The Company's grinding season started on Septmeber 24, 2003 and
and was completed on December 22, 2003. The previous year the season
started on October 1, 2002 and was suspended on October 3, 2002 because
of Hurricane Lili which occurred on October 3rd. Operations were resumed
on October 10th. The Company completed that crop on January 22, 2003.
For the previous year, the Company started on September 18, 2001
and ended December 23, 2001. The Company processed 901,639 tons of
sugarcane for the 2003 crop compared to 1,046,748 tons of sugarcane
for the 2002 crop. The Company processed 1,027,102 tons of sugarcane
for the 2001 crop.

Sugar yield for the past crop is estimated at 207 pounds per ton of
cane compared to 175 and 207 pounds per ton of cane the previous two
years, respectively. The lower yield for the 2002 crop resulted from
Tropical Storm Isadore and Hurricane Lili. Also, weather during the
2002 crop was unusually wet which resulted in higher costs for harvesting
and processing the cane.

The average price the Company received for its raw sugar is currently
averaging 20.72 cents per pound compared to 20.57 cents per pound for the
2002 crop and 20.45 cents per pound for the 2001 crop. The Company
systematically sells on the futures market throughout the year, which
tends to average out the highs and lows over a period of time.






I-6 -8-







Blackstrap molasses production for the 2003 crop was 4.99 gallons
per ton of cane compared to 5.36 and 5.63 gallons per ton the previous
two years, respectively. Total production of molasses was 4,495,809
gallons this year compared to 5,514,088 gallons last year and 5,987,764
gallons for the previous year. The price received for blackstrap
molasses for the nine months ended April 30, 2004 was $43.63 per ton
compared to $49.75 and $62.92 per ton for the previous two years,
respectively.

Sugar and Molasses Sales:

Sugar and molasses sales for the nine months ended April 30, 2004
and 2003 were as follows:
2004 2003
----------- -----------

Raw sugar sales $28,523,544 $35,525,202
Blackstrap molasses 1,179,625 1,342,102
----------- -----------
$29,703,169 $36,867,304
=========== ===========

Sugar sales were down substantially for the nine months ended April
30, 2004 compared to the same period in 2003 because of lesser demand
during the season from sugar refiners. At April 30, 2004, the Company
had on hand approximately 23,870 tons of raw sugar and at April 30, 2003,
the Company had on hand approximately 8,000 tons of raw sugar. Molasses
sales were down compared to the same period in 2003 reflecting the lower
production and sales for the current year. All molasses production had
been shipped as of April 30, 2004 and April 30, 2003.

Interest Earned:

Interest earned for the nine month period ending April 30,
2004 was $10,213 compared to $2,114 and $3,908 for the previous two
years, respectively. The higher interest income for the current year
reflects the investment of the Company's portion of the disaster relief
payment received from the government. See Note B to the financial
statements for further information regarding the disaster payment.

Mineral Leases and Royalties:

Income from Mineral leases and royalties were up for the nine
months ended April 30, 2004 totaling $431,043 compared to $224,520 and
$413,458 for the previous two years, respectively. Royalties for the
current year were $358,842 and for the previous two periods they were
$195,813 and $383,430, respectively. Income from Mineral leases for the
same periods were $72,201, $28,707 and $30,028, respectively. In
November, 2000, the Company began receiving royalty payments from a new
well named Zenor A16 located near Patterson, La. (St. Mary Parish) and
in May, 2003 another well was brought in in St. Mary Parish which has
resulted in the increased royalty income for the current period.
Royalties received from these wells are being used to reduce the
Company's long-term debt.




I-7 -9-







The Company's activities with respect to oil and gas are limited to
the granting of leases and the collection of bonuses, delay rentals and
landowner royalties thereunder. Accordingly, only limited information,
furnished primarily by the Company's lessees, has been included with
respect to oil and gas operations affecting Company lands. Complete
information respecting these and related matters, such as proved
reserves, are unavailable to the Company and cannot be obtained without
unreasonable effort and expense.

DISPOSAL OF ASSETS:

The Company recorded a gain of $25,857 from the sale of a warehouse
for the nine months ended April 30, 2004 and for the previous year had a
gain of $171,137 principally from the sale of property located in
LaFourche and St. Mary Parishes.

Other Revenues:

Other revenues, which generally consist of miscellaneous income
items and cane land rentals, were $2,833,937 for the nine months ended
April 30, 2004 and $1,307,775 for the nine months ended April
30, 2003. Cane land rentals for the current period were $1,219,672
compared to $1,316,279 for the same period last year. Other Revenues for
2004 also include a disaster payment of $1,526,946. See Note B to the
financial statements for further information concerning the disaster
payment.

Cost of Products Sold:

Cost of products sold totaled $26,518,560 for the nine months ended
April 30, 2004 and $38,520,495 for the nine months ended
April 30, 2003. The large decrease in this account results from the
decrease in sales of raw sugar and molasses for nine months ended April
30, 2004. The costs charged to this account are relative to the sales of
raw sugar and molasses.

Net Earnings:

The Statement of Earnings and Retained Earnings for the nine months
ended April 30, 2004 is showing a net profit of $5,223,459 before income
taxes. Budgets for the year ended July 31, 2004 indicate the Company
will show a profit for the year ended July 31, 2004 but it is estimated
to be below that shown for the nine months ended April 30, 2004.
Because of the highly seasonal nature of the sugar industry, it is not
unusual to have a substantial profit for the nine months ending April 30
of each year. Last year the Company had a net loss before income taxes
of $940,483 but this is unusual and resulted from the tropical storm and
huuricane experienced during the crop that year.

The above is based on management's best estimates taking
into consideration budgeted expenditures for the next three months and
other factors that may affect the earnings or losses of the Company.
Circumstances and events that may happen in the future cannot be
predicted and earnings could be significantly different from that
estimated.



I-8 -10-







General and Administrative Expenses:

General and administrative expenses were $758,708 for the nine
months ended April 30, 2004 and $685,540 for the same period last
year. The increase results primarily from increased hospitalization
costs borne by the Company.

Interest Expense:

Interest expense was $503,492 compared to $307,298 for the nine
months ended April 30, 2004 and 2003, respectively. The increase in
interest cost resulted from higher short-term borrowings required
because of the lesser sugar sales and higher sugar inventory. Short-term
debt outstanding at April 30, 2004 was $7,853,000 compared to $954,000
at April 30, 2003. The decreased shipments of sugar for the nine months
ended April 30, 2004 compared to the same period last year generated
less cash flow which resulted in higher short-term borrowing
requirements for the current year.

Income Taxes:

The income tax expense (credit) for the three and nine month
periods ending April 30, 2004 and 2003 were recorded at the statutory
rate of 38 percent, which reflects the 34 percent federal corporate rate
plus 4 percent state income taxes.

Liquidity and Capital Resources:

At April 30, 2004, the Company had negative working capital of
$260,790 compared to a negative working capital of $3,650,422 at July
31, 2003. Due to the seasonal nature of the industry, it is not
uncommon to have a negative working capital balance at July 31 of
each year or just before the start of the new season.

The Company installed a new boiler which went on line in Septermber
2003. The cost of the boiler was $3,434,785. Of this amount, $3,000,000
was financed through a bank at a 5.75% annual interest rate. Terms of
the loan require 12 semi-annual payments of $250,000 each with interest
payable semi-annually.

For the period February 1, 2004 to September 30, 2004, the Company
has budgeted $3,848,550 for repairs and $1,775,000 for capital
improvements to the factory. The latter amount includes a new raw sugar
warehouse budgeted at $1,200,000. Management believes the new warehouse
is necessary because raw sugar refiners are requiring the Company to hold
raw sugar for longer periods of time. The Company expects to finance
some of these expenditures internally with any excess financed
short-term or long-term through a bank with which the Company has a
$12,000,000 line of short-term credit.

ITEM 4. DISCLOSURE CONTROLS

Our principal executive officer and principal accounting officer
have evaluated our disclosure controls and procedures within 90 days
prior to the date of filing of this Quarterly Report on Form 10-Q for
the period ending April 30, 2004. They believe that our current
internal controls and procedures are effective and designed to ensure

I-9 -11-







that information required to be disclosed by us in our periodic reports
is recorded, processed, summarized and reported, within the appropriate
time periods specified by the SEC, and that such information is
accumulated and communicated to our principal executive officer and
principal accounting officer as appropriate to allow timely decisions to
be made regarding required disclosure. Subsequent to the date of the
evaluation, there were no significant corrective actions taken by us or
other changes made to these internal controls. Management does not
believe there were changes in other factors that could significantly
affect these controls subsequent to the date of the evaluation.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under
the Exchange Act) during the third fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.








































I-10 -12-







PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There have been no material developments in the legal proceedings
reported in the Company's Annual Report on Form 10-K for the year
ended July 31, 2003. Subsequent to April 30, 2004, the Company
settled two of the pending cases out of court for a total of $18,290.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit Description Page
----------------------------------------------------
11 Computation of Earnings per Share 14
31.1 Section 906 Certification of Chief 14
Executive Officer
31.2 Section 906 Certification of Chief 15
Financial Officer
32.1 Certification Pursuant to 18 U.S.C. 16
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002

(b) Reports on Form 8K - There were no reports on Form 8K
filed for the period.

































II-1 -13-







SIGNATURES



Pursuant to 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.




STERLING SUGARS, INC.
---------------------
(REGISTRANT)


DATE June 11, 2004 By /s/ Craig P. Caillier
--------------------------- ---------------------
CRAIG P. CAILLIER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER



DATE June 11, 2004 By /s/ Stanley H. Pipes
---------------------------- ---------------------
STANLEY H. PIPES
VICE PRESIDENT AND TREASURER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)




























II-2 -14-






EXHIBIT 11

STERLING SUGARS, INC.
COMPUTATION OF EARNINGS PER SHARE

Nine Months Ended April 30
--------------------------
2004 2003
------------- ------------
Primary
Income (Loss) $ 3,238,545 $ ( 583,099)
============ ============

Shares
Weighted average number of common
shares outstanding 2,500,000 2,500,000
---------- ----------
Primary earnings (loss) per share $1.30 $ (.23)
========== ==========


EXHIBIT 31.1


CERTIFICATIONS

I, Craig P. Caillier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report if being prepared;

b) Evaluated the effectiveness of the restrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
-15-







c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

Date: June 11, 2004
----------------
/s/ Craig P. Caillier
----------------------
Craig P. Caillier
President and Chief Executive Officer


EXHIBIT 31.2

I, Stanley H. Pipes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report if being prepared;


-16-






b) Evaluated the effectiveness of the restrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

Date: June 11, 2004
-----------------

/s/ Stanley H. Pipes
--------------------
Stanley H. Pipes
Vice President and Treasurer
(Principal Financial and Accounting Officer)
























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EXHIBIT 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sterling Sugars, Inc.
(the "Company") on Form 10-Q for the nine months ending April 30, 2004 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Craig P. Caillier, President and Chief Executive Officer
of the Company, and I, Stanley H. Pipes, Vice President and Treasurer 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 results of operations of the
Company.



/s/ Craig P. Caillier
Date: June 11, 2004 ---------------------
------------- Craig P. Caillier
President and Chief Executive Officer

Date: June 11, 2004 /s/ Stanley H. Pipes
------------- ---------------------
Stanley H. Pipes
Vice President & Treasurer
























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