UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark one]
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
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: 0-14675
CAMERA PLATFORMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4024550
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
10909 Vanowen Street, North Hollywood, California, 91605
(Address of principal executive offices) (Zip Code)
(818) 623-1700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of August 12, 2003.
Common Stock $.0005 par value 23,740,964
(Class) (Number of shares)
2
CAMERA PLATFORMS INTERNATIONAL, INC.
CONTENTS
Page
Number
PART I FINANCIAL INFORMATION:
Item 1. Financial Statements:
Balance Sheets at June 30, 2003,
and December 31, 2002 3
Statements of Operations for the Three Months
and Six Months ended June 30, 2003 and 2002 4
Statements of Cash Flows for the Six Months
ended June 30, 2003 and 2002 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about 13
Material Risk
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 3. Defaults on Senior Securities 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature Page 15
Exhibit 99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 16
3
CAMERA PLATFORMS INTERNATIONAL, INC.
BALANCE SHEETS
JUNE 30, DECEMBER 31,
2003 2002
ASSETS
Current Assets
Cash $2,000 $2,000
Accounts receivable, less allowance for
doubtful accounts of $5,000 in 2003 and 2002 34,000 36,000
Prepaid expenses 14,000 20,000
------- -------
Total current assets 50,000 58,000
Property and equipment, net of depreciation,
amortization and rental asset valuation
allowance 34,000 26,000
Deposits and other assets 22,000 22,000
-------- ----------
$106,000 $106,000
======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $92,000 $43,000
Accrued interest 240,000 167,000
Accrued expenses 20,000 35,000
Accrued taxes 44,000 44,000
------- -------
Total current liabilities 396,000 289,000
Long Term Debt 1,550,000 1,725,000
Commitments and Contingencies - Note 6
Shareholders' Equity (deficit)
Common stock $.0005 par value; 100,000,000
shares authorized; 23,740,964 shares issued
and outstanding 12,000 12,000
Additional paid-in capital 27,037,000 27,037,000
Accumulated deficit (28,889,000) (28,957,000)
------------ ------------
Total shareholders' deficit (1,840,000) (1,908,000)
----------- -----------
$106,000 $106,000
=========== ===========
See accompanying notes to unaudited financial statements.
4 CAMERA PLATFORMS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Six months ended
June 30, June 30,
2003 2002 2003 2002
Revenues
Revenues from rental operations $171,000 $168,000 $387,000 $330,000
Expenses
Cost of rental operations 143,000 278,000 288,000 552,000
Selling, general and administrative 58,000 66,000 111,000 117,000
------- ------- ------- -------
201,000 344,000 (399,000) (669,000)
------- ------- -------- ---------
Operating loss (30,000) (176,000) (12,000) (339,000)
Interest expense, net (41,000) (46,000) (84,000) (90,000)
Other income (expenses), net 164,000 -- 164,000 --
--------- --------- -------- --------
Net income (loss) $93,000 ($222,000) $68,000 (429,000)
========== ========== ======= =========
Basic and diluted income
(loss) per share $0.00 ($0.01) $0.00 ($0.01)
Weighted average number of
shares outstanding 23,740,964 23,740,964 23,740,964 23,740,964
See accompanying notes to financial statements.
5 CAMERA PLATFORMS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30, 2003 June 30, 2002
OPERATING ACTIVITIES
Net income (loss) $68,000 ($429,000)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Gain on disposal of equipment (165,000)
Depreciation and amortization -- 286,000
Changes in assets and liabilities:
Accounts receivable 2,000 95,000
Prepaid expenses and other current assets 6,000 2,000
Deposits and other assets -- --
Accounts payable 49,000 1,000
Accrued liabilities 58,000 (5,000)
-------- --------
Net cash provided by (used in) operating
activities 18,000 (50,000)
INVESTING ACTIVITIES
Proceeds from disposal of equipment 171,000 --
Purchases of property and equipment (12,000) --
Cost of
-------- --------
Net cash provided by investing activities 157,000 --
FINANCING ACTIVITIES
Proceeds from borrowings from long-term debt 16,000 51,000
Repayment of borrowings from long-term debt (191,000) --
--------- --------
Net cash provided (used) by financing activities (175,000) 51,000
Net increase (decrease) in cash -- 1,000
Cash at beginning of period 2,000 3,000
------ -------
Cash at end of period $2,000 $4,000
====== ======
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $11,000 72,000
Income taxes $1,000 --
See accompanying notes to unaudited financial statements.
6
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all normal
recurring adjustments considered necessary for a fair presentation have been
included. Operating results for the six-month period ended June 30, 2003
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2003. For further information refer to the financial
statements and footnotes thereto included in the Company's annual report on
Form 10-K for the year ended December 31, 2002.
The accompanying financial statements have been prepared on a going concern
basis of accounting which contemplates continuity of operations, realization
of assets, liabilities, and commitments in the normal course of business.
The accompanying financial statements do not reflect any adjustments that
might result if the Company is unable to continue as a going concern.
The Company's losses, negative cash flows from operations and its working
capital deficit raise substantial doubt about the Company's ability to
continue as a going concern and the appropriateness of using the going
concern basis, which is dependent upon, among other things, increased
revenues to support the Company's operations. There is no assurance that
revenues will increase, or that such increases will provide sufficient cash
flows to meet the Company's working capital needs.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leasing Operations
The Company's leasing operations consist of operating and sales-type leases
on a variety of equipment types, primarily camera cars, dollies and cranes,
and other accessories.
Under the operating lease method of accounting, the leased asset is recorded
at cost and depreciated over its estimated useful life, using periods ranging
from three to ten years. Rental payments are recognized as revenue as they
become due under the terms of the operating lease agreements.
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization is generally determined using
the straight-line method over the estimated useful life of the property and
equipment, using periods ranging from three to ten years.
7
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash Equivalents
The Company considers all highly liquid investments held at financial
institutions with maturity dates of three months or less at the time of
acquisition to be cash equivalents.
Per Share Data
The Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share", which establishes new standards for computing
and presenting basic and diluted earnings per share. Adoption of SFAS No. 128
does not have a material effect on the computation or presentation of per share
data in the accompanying consolidated financial statements.
The basic income (loss) per share is calculated based upon the weighted average
number of common shares outstanding during each year. Diluted income (loss)
per share is calculated based upon the weighted average of shares of common
stock outstanding and shares that would have been outstanding assuming the
issuance of common stock for all dilutive potential common stock outstanding.
The Company's outstanding stock options have not been included in the
calculation of the weighted average shares of common stock as they would have
an antidilutive effect.
Concentration of Credit Risk
The Company's customers are principally engaged in the production of motion
pictures or television programming, or are suppliers to such companies. Credit
is extended based on an evaluation of the customer's financial condition.
Receivables arising from the granting of credit under normal trade terms are
generally due within 30 to 90 days and are generally not collateralized. From
time to time, the Company grants extended terms, which are generally
collateralized by a security interest in the products sold. Collections of
accounts receivable have consistently been within management's expectations.
Advertising Costs
The Company expenses advertising costs over the period it benefits, generally
12 months. Advertising costs expensed totaled $0 and $5,000
for the six months ended June 30, 2003 and 2002, respectively, and were
recorded as part of selling, general and administrative expenses.
Equipment Leases
The Company's leasing operations consist primarily of short-term rentals of
camera cars, camera dollies and cranes. These rentals generally range from
8
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
one day to several weeks in duration, with occasional rentals of several
months. None of the rentals are noncancelable leases, and no contingent
rentals are included in the Company's consolidated statements of operations.
Stock-Based Compensation
The Company has adopted the disclosure-only provisions of SFAS 123,
"Accounting for Stock-Based Compensation", but applies APB No. 25 and
related interpretations in accounting for options granted under its plan.
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 amounts reported in the consolidated financial statements.
The Company's management estimates the valuation for doubtful accounts, rental
asset valuation allowance and the useful lives of property and equipment.
Actual results could differ from those estimates and such differences could be
material to the consolidated financial statements.
New Accounting Standards
In 2001, the Company adopted SFAS No. 140, "Accounting for Transfer and
Services of Financial Assets and Extinguishment of Liabilities", and FASB
No. 141, "Business Combinations" with no material impact on the consolidated
financial statements.
In 2002, the Company adopted FASB No. 142,"Goodwill and other Intangible
Assets", and FASB No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". These pronouncements had no material effect on the
Company's financial statements.
In 2003, the Company adopted FASB No. 143 "Accounting for Asset Retirement
Obligations". This pronouncement has had no material effect on the
Company's financial statements.
The Company operates in a single business segment. The Company leases and
rents equipment for the motion picture, television and theatrical production
and music industries.
9
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - PROPERTY AND EQUIPMENT
June 30, December 31,
2003 2002
Rental equipment $6,200,000 $6,417,000
Machinery and equipment 179,000 348,000
Leasehold improvements 63,000 63,000
Furniture and fixtures 27,000 62,000
Automobiles and trucks 113,000 119,000
---------- ----------
$6,582,000 $7,009,000
Less accumulated depreciation and amortization 6,243,000 6,441,000
Less rental asset valuation allowance 305,000 542,000
--------- ---------
$34,000 $26,000
======== ========
The valuation allowance has been reduced by $237,000, which was recorded
against and reduced accumulated depreciation for the six months ended
June 30, 2003.
During the six months ended June 30, 2003, equipment with a cost
of $309,000 and accumulated depreciation of $303,000 was damaged beyond
repair while on customer rental. The Company received $171,000 of
insurance proceeds with respect to this equipment, realizing a gain of
$165,000.
4. LONG TERM DEBT AND RELATED PARTY TRANSACTIONS
Long term debt consists of (1) a $1,500,000 term loan, interest only payable
monthly at 10% maturing June 2010, secured by all the assets of the Company
and (2) a $250,000 revolving line of credit, interest only payable monthly at
10%, maturing June 2005 and also secured by all the assets of the Company.
The balance outstanding on this line of credit was $50,000 and $225,000 at
June 30, 2003 and December 31, 2002, respectively. These loans are with DOOFF,
LLC. Two directors and principal shareholders of the Company are also
principals of DOOFF, LLC. As of June 30, 2003, the Company was $240,000
in arrears in its interest payments to DOOFF, LLC. due under the terms of
these loans.
5. INCOME TAXES
The Company utilizes the liability method under SFAS No. 109 to account for
income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and
laws expected to apply when the differences are expected to reverse.
At December 31, 2002, the Company has net operating loss-carry forwards of
approximately $25 million for federal tax purposes, which expire from 2006
to 2022. Because of statutory "ownership changes" the amount of net operating
losses which may be utilized in future years are subject to significant annual
limitations. The Company also has operating loss carryforwards of
approximately $3 million for California tax purposes, which expire from 2003
to 2012.
10
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At June 30, 2003, total deferred tax assets, consisting principally of
net operating loss carryforwards, amounted to approximately $9 million. For
financial reporting purposes, a valuation allowance has been recognized in an
amount equal to such deferred tax assets due to the uncertainly surrounding
their ultimate realization.
The effective tax rate differs from the U.S. Federal statutory rate principally
due to the valuation allowance recognized due to the uncertainty surrounding
the ultimate realization of deferred tax assets.
6. COMMITMENTS AND CONTINGENCIES
Lease
On July 1, 2002, the Company entered into a lease for its premises that
expires June 30, 2007. The lease of $12,333 per month increases annually
based on a cost of living index, and the Company is also responsible for
common area maintenance charges, utilities, property taxes, and insurance.
7. SALES TO MAJOR CUSTOMERS AND GEOGRAPHIC AREAS
No revenue derived from a single customer accounted for more than ten percent
of total revenue during the quarters ending June 30, 2003 and 2002. No
geographic area outside the United States accounted for more than ten percent
of total sales during the last three years.
8. FAIR VALUES OF FINANCIAL INSTRUMENTS
Management has determined that the estimated fair value of the Company's
financial instruments approximates the carrying amount of such financial
instruments in all material respects as of June 30, 2003 and
December 31, 2002.
11
Item 2.
CAMERA PLATFORMS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.
This Quarterly Report on Form 10-Q includes certain forward-looking statements
based upon management's beliefs, as well as assumptions made by and data
currently available to management. This information has been, or in the
future, may be included in reliance on the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. These statements are
subject to a number of risks and uncertainties including, but not limited
to, the following: adverse developments with respect to the Company's
liquidity or results of operations; the ability of the Company to obtain
products and services and negotiate terms with vendors and service providers
for current orders; the ability to develop, fund and execute an operating
plan for the Company; the ability of the Company to attract and retain
employees; competitive pressures from other camera car companies and grip
equipment rental companies which may affect the nature and viability of the
Company's business strategy; the ability of the Company to attract and
retain customers; and the absence of an active public trading market for
the Company's common stock.
Actual results may differ materially from those anticipated in any such
forward-looking statements. The Company undertakes no obligation to update
or revise any forward-looking statements to reflect subsequent events or
circumstances.
Overview
The Notes to Financial Statements are an integral part of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and should be read in conjunction herewith.
LIQUIDITY AND CAPITAL RESOURCES
The Company has secured a $250,000 revolving line of credit from its secured
lender DOOFF, LLC, whose members are directors and principal shareholders of
the Company. The Company had $200,000 and $25,000 of undrawn funds
available at June 30, 2003 and December 31, 2002 respectively. In
addition, the Company failed to make interest payments totaling $240,000
to DOOFF, LLC. The Company is negotiating the terms of its credit line with
DOOFF, LLC to increase the amount of funds available. It is expected,
but not certain, that ongoing operations together with funds available under
this credit line and the anticipated increase in credit line availability will
provide sufficient cash to meet the Company's ongoing obligations as they
become due. If sufficient funds are not available, the Company may be
required to curtail or cease operations.
12
CAMERA PLATFORMS INTERNATIONAL, INC.
RESULTS OF OPERATIONS
The following analysis compares the three months ended June 30, 2003 with the
three months ended June 30, 2002, and the six months ended June 30, 2003
with the six months ended June 30, 2002.
Second quarter 2003 results compared with second quarter 2002
The Company's revenue for the second quarter declined by 2% from the previous
year. Camera car rentals declined by 5%; dolly and crane rentals (excluding
the Akela crane) decreased by 34%; Akela crane rentals increased by 84%. The
reduction in dolly and crane rental revenues was primarily due to fewer
student projects. The Akela increase was due to significant revenue from
a feature filmed in France.
Cost of rentals decreased by 48%. The largest contributing factor to this
decrease is reduction in the rental asset valuation, which offsets
depreciation expense. Depreciation decreased from $144,000 in the second
quarter of 2002 to $0 in the current quarter.
Corporate expenses were reduced slightly as a result of lower legal expenses.
The Company recognized $165,000 in gain as a result of the insured loss of
an Akela crane while it was under rental contract. The crane was substantially
depreciated on the Company's books.
Six months ended June 30, 2003 results compared with six months ended
June 30, 2002
Equipment rental revenue increased 13% compared to the same six month
period last year. Camera car rentals were up across the board by
11%. Akela rentals increased by 29%, based primarily on a feature film
production in France.
Cost of rentals decreased by 48%, primarily as a result of the reduction
in the rental asset valuation, which offsets depreciation expense.
General and administrative expenses were unchanged period to period.
13
CAMERA PLATFORMS INTERNATIONAL, INC.
International Sales
International sales are not a material component of the Company's total
revenues.
Inflation
Inflation has not had a material impact on the Company's operations to
date, and the Company believes it will not have a material effect on
operations in the next twelve months.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The Company owns no financial instruments or other assets, nor has it entered
into any contracts or commitments, which would expose it to market risks such
as interest rate risk, foreign currency exchange rate risk or commodity
price risk as required to be disclosed pursuant to Regulation S-K, Item 305,
of the 1934 Securities Exchange Act, as amended.
Item 4.
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information
required to be disclosed in the reports filed under the Exchange Act is
accumulated and communicated to management, to allow timely decisions
regarding required disclosures.
Within the 90 days prior to this report, the Company carried out an
evaluation under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that the
information required to be disclosed in the reports the Company files and
submits under the Exchange Act is recorded, processed, summarized, and
reported as and when required.
14
CAMERA PLATFORMS INTERNATIONAL, INC.
(b) Changes in Internal Controls
There were no changes in the Company's internal controls or in other
factors that could have significantly affected those controls subsequent
to the date of the Company's most recent evaluation.
PART II - OTHER INFORMATION
Item 1. Litigation.
The Company is not party to any litigation.
Item 3. Defaults on Senior Securities
As of June 30, 2003, the Company was $240,000 in arrears in its interest
payments to DOOFF LLC under the terms of the loans from DOOFF LLC (see
Note 4 to Financial Statements).
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 99.1 Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) The Company filed no reports on Form 8-K during the quarter ended
June 30, 2003.
15
CAMERA PLATFORMS INTERNATIONAL, INC.
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.
CAMERA PLATFORMS INTERNATIONAL, INC.
/s/ Martin Perellis
Date: July 25, 2003 Martin Perellis
Chief Executive Officer
/s/ Herbert Wolas
Date: July 25, 2003 Herbert Wolas
Chairman of the Board and
Chief Financial Officer
16
CERTIFICATIONS
I, Herbert Wolas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Camera Platforms,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact necessary to make the statements made, in
light of 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 officer 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 is made known to
us by others within the entity, 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 officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
17
6. The registrant's other certifying officer 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.
July 25, 2003 By: /s/ Herbert Wolas
_____________________
Herbert Wolas
Chairman of the Board, and
Chief Financial Officer
18
CERTIFICATIONS
I, Martin Perellis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Camera Platforms,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact necessary to make the statements made, in
light of 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 officer 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 is made known to
us by others within the entity, 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 officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
19
6. The registrant's other certifying officer 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.
July 25, 2003 By: /s/ Martin Perellis
_____________________
Martin Perellis,
President
and Chief Executive Officer