SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from __________ to ____________
Commission file number 0-8874
Amber Resources Company
(Exact name of registrant as specified in its charter)
Delaware 84-0750506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 17th Street, Suite 1400
Denver, Colorado 80202
(Address of principal (Zip Code)
executive offices)
(303)293-9133
(Registrant's telephone number, including area code)
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
4,666,185 shares of common stock $.0625 par value were outstanding as of
May 5, 2003.
Form 10-Q
3rd Qtr.
FY 2003
INDEX
PART I FINANCIAL INFORMATION PAGE NO.
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets
March 31, 2003 (unaudited)
and June 30, 2002 ................................... 1
Statements of Operations and
Accumulated Deficit for Three and Nine
Months Ended March 31, 2003
and 2002 (unaudited) ................................ 2
Statements of Cash Flows:
For the Nine Months Ended March 31, 2003
and 2002 (unaudited)................................. 3
Notes to Financial Statements (unaudited) ................ 5
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................... 7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. 10
ITEM 4. Controls and Procedures.................................... 10
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings......................................... 11
ITEM 2. Changes in Securities..................................... 11
ITEM 3. Defaults upon Senior Securities........................... 11
ITEM 4. Submission of Matters to a Vote of
Security Holders....................................... 11
ITEM 5. Other Information......................................... 11
ITEM 6. Exhibits and Reports on Form 8-K.......................... 11
The terms "Amber", "Company", "we", "our", and "us" refer to Amber Resources
Company unless the context suggests otherwise.
i
AMBER RESOURCES COMPANY
BALANCE SHEETS
- -------------------------------------------------------------------------------
March 31, June 30,
2003 2002
---------- ----------
(Unaudited)
ASSETS
Current Assets:
Cash $ 940 $ 681
---------- ----------
Total current assets 940 681
---------- ----------
Undeveloped offshore California properties 5,006,276 5,006,276
---------- ----------
$5,007,216 $5,006,957
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ - $ 2,911
---------- ----------
Total current liabilities - 2,911
---------- ----------
Stockholders' Equity:
Preferred stock, $.10 par value;
authorized 5,000,000 shares of Class A
convertible preferred stock, none issued - -
Common stock, $.0625 par value;
authorized 25,000,000 shares, issued 4,666,185
shares at March 31, 2003 and June 30, 2002 291,637 91,637
Additional paid-in capital 5,755,232 5,755,232
Accumulated deficit (720,021) (644,329)
Advance to parent (319,632) (398,494)
Total stockholders' equity 5,007,216 5,004,046
---------- ----------
Commitments
$5,007,216 $5,006,957
========== ==========
See accompanying notes to consolidated financial statements.
1
AMBER RESOURCES COMPANY
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
- -----------------------------------------------------------------------------
Three Months Ended
March 31, March 31,
2003 2002
--------- ---------
Revenue:
Gain on sale of oil and gas properties $ - $ 6,163
--------- ---------
Total revenue - 6,163
Operating expenses:
Exploration expenses - 831
General and administrative, including
$25,000 in 2003 and 2002 to parent 25,400 25,488
--------- ---------
Total operating expenses 25,400 26,319
--------- ---------
Net loss (25,400) (20,156)
Accumulated deficit at
beginning of the period (694,621) (660,825)
--------- ---------
Accumulated deficit at
end of the period $(720,021) $(680,981)
========= =========
Basic loss per share * *
========= =========
Weighted average number of common
shares outstanding 4,666,185 4,666,185
========= =========
* less than $.01 per common share outstanding
See accompanying notes to consolidated financial statements.
2
AMBER RESOURCES COMPANY
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
- -----------------------------------------------------------------------------
Nine Months Ended
March 31, March 31,
2003 2002
---------- ----------
Revenue:
Gain on sale of oil and gas properties $ - $ 18,490
---------- ----------
Total revenue - 18,490
Operating expenses:
Exploration expenses - 19,810
General and administrative, including
$75,000 in 2003 and 2002 to parent 75,692 82,097
---------- ----------
Total operating expenses 75,692 101,907
---------- ----------
Net loss (75,692) (83,417)
Accumulated deficit at
beginning of the period (644,329) (597,564)
---------- ----------
Accumulated deficit at
end of the period $ (720,021) $ (680,981)
========== ==========
Basic loss per share $ (0.02) $ (0.02)
========== ==========
Weighted average number of common
shares outstanding 4,666,185 4,666,185
========== ==========
See accompanying notes to consolidated financial statements.
3
AMBER RESOURCES COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended
March 31, March 31,
2003 2002
--------- ---------
Cash flows operating activities:
Net loss $ (75,692) $ (83,417)
Adjustments to reconcile net loss to cash
used in operating activities:
Gain on sale of oil and gas properties - (18,490)
Net changes in operating assets and operating
liabilities:
Decrease in trade accounts receivable - 7,855
Decrease in accounts payable trade (2,911) (5,401)
--------- ---------
Net cash used in operating activities (78,603) (99,453)
--------- ---------
Cash flows from investing activities:
Proceeds from sale of oil and gas properties - 107,045
--------- ---------
Net cash provided by investing activities - 107,045
Cash flows from financing activities-
Changes in accounts receivable from and
accounts payable to parent 78,862 (21,865)
--------- ---------
Net increase (decrease) in cash 259 (14,273)
--------- ---------
Cash at beginning of period 681 14,992
--------- ---------
Cash at end of period $ 940 $ 719
========= =========
See accompanying notes to consolidated financial statements.
4
AMBER RESOURCES COMPANY
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three and Nine Months Ended March 31, 2003 and 2002
(Unaudited)
- ----------------------------------------------------------------------------
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, in accordance with those
rules, do not include all the information and notes required by generally
accepted accounting principles for complete financial statements. As a
result, these unaudited financial statements should be read in conjunction
with Amber Resources Company's ("the Company") audited financial statements
and notes thereto filed with the Company's most recent annual report on Form
10-K. In the opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation of the
financial position of the Company and the results of its operations have been
included. Operating results for interim periods are not necessarily
indicative of the results that may be expected for the complete fiscal year.
For a more complete understanding of the Company's operations and financial
position, reference is made to the financial statements of the Company, and
related notes thereto, filed with the Company's annual report on Form 10-K for
the year ended June 30, 2002, previously filed with the Securities and
Exchange Commission.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include oil and gas reserves, oil and
gas properties, income taxes, derivatives, contingencies and litigation.
Actual results could differ from these estimates.
Liquidity
The Company has incurred losses from operations over the past several
years coupled with significant deficiencies in cash flow from operations for
the same period. As of March 31, 2003, the Company had working capital of
$940. These factors, among others, may indicate that without increased cash
flow from operations, sale of oil and gas properties or additional financing
the Company may not be able to meet its obligations in a timely manner. The
Company believes that it could sell its undeveloped properties or obtain
additional financing, however, there can be no assurance that such financing
would be available in a timely fashion or on acceptable terms.
(2) Asset Retirement Obligations
In July 2001, the Financial Accounting Standards Board approved for
issuance SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS
No. 143 requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived asset
and is effective for fiscal years beginning after June 15, 2002. Since the
Company currently has no producing properties, there is no retirement
obligation.
5
AMBER RESOURCES COMPANY
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three and Nine Months Ended March 31, 2003. and 2002
(Unaudited)
- ----------------------------------------------------------------------------
(3) Unproved Undeveloped Offshore California Properties
The Company has ownership interests ranging from .87% to 6.97% in three
unproved undeveloped offshore California oil and gas properties with aggregate
carrying values of $5,006,000 at March 31, 2003. These property interests are
located in proximity to existing producing federal offshore units near Santa
Barbara, California and represent the right to explore for, develop and
produce oil and gas from offshore federal lease units. Preliminary exploration
efforts on these properties have occurred and the existence of substantial
quantities of hydrocarbons has been indicated. The recovery of the Company's
investment in these properties will require extensive exploration and
development activities (and costs) that cannot proceed without certain
regulatory approvals that have been delayed and is subject to other
substantial risks and uncertainties.
Based on indications of levels of hydrocarbons present from drilling
operations conducted in the past, the Company believes the fair values of its
property interests are in excess of their carrying values at March 31, 2003
and June 30, 2002 and that no impairment in the carrying values have occurred.
Pursuant to a ruling in California v. Norton, later affirmed by the 9th
Circuit Court of Appeals, the U.S. Government is required to make a
consistency determination relating to our 1999 lease suspension requests under
a 1990 amendment to the Coastal Zone Management Act. In the event that there
is some future adverse ruling under the Coastal Zone Management Act that we
decide not to appeal or that we appeal without success, it is likely that some
or all of our interests in these leases would become impaired and written off
at that time. It is also possible that other events could occur during the
Coastal Zone Management Act review or appellate process that would cause our
interests in the leases to become impaired, and we will continuously evaluate
those factors as they occur.
6
ITEM 2. MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Forward Looking Statements
--------------------------
The statements contained in this report which are not historical fact are
"forward looking statements" that involve various important risks,
uncertainties and other factors which could cause our actual results to differ
materially from those expressed in such forward looking statements. These
factors include, without limitation, the risks and factors included in the
following text as well as other risks previously disclosed in our annual
report on Form 10-K.
Critical Accounting Policies and Estimates
------------------------------------------
The discussion and analysis of our financial condition and results of
operations were based upon the financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. Our significant accounting policies are
described in Note 1 to our financial statements. In response to SEC Release
No. 33-8040, "Cautionary Advise Regarding Disclosure About Critical Accounting
Policies," we have identified certain of these policies as being of particular
importance to the portrayal of our financial position and results of
operations and which require the application of significant judgment by
management. We analyze our estimates, including those related to oil and gas
reserves, bad debts, oil and gas properties, marketable securities, income
taxes, derivatives, contingencies and litigation, and base our estimates on
historical experience and various other assumptions that we believe reasonable
under the circumstances. Actual results may differ from these estimates under
different assumptions or conditions. We believe the following critical
accounting policies affect our more significant judgments and estimates used
in the preparation of our financial statements.
Successful Efforts Method of Accounting
---------------------------------------
We account for natural gas and crude oil exploration and development
activities utilizing the successful efforts method of accounting. Under this
method, costs of productive exploratory wells, development dry holes and
productive wells and undeveloped leases are capitalized. Gas and oil lease
acquisition costs are also capitalized. Exploration costs, including
personnel costs, certain geological and geophysical expenses and delay rentals
for gas and oil leases, are charged to expense as incurred. Exploratory
drilling costs are initially capitalized, but charged to expense if and when
the well is determined not to have found reserves in commercial quantities.
The sale of a partial interest in a proved property is accounted for as a cost
recovery and no gain or loss is recognized as long as this treatment does not
significantly affect the unit-of-production amortization rate. A gain or loss
is recognized for all other sales of producing properties.
7
The application of the successful efforts method of accounting requires
managerial judgment to determine that proper classification of wells
designated as developmental or exploratory which will ultimately determine the
proper accounting treatment of the costs incurred. The results from a
drilling operation can take considerable time to analyze and the determination
that commercial reserves have been discovered requires both judgment and
industry experience. Wells may be completed that are assumed to be productive
and actually deliver gas and oil in quantities insufficient to be economic,
which may result in the abandonment of the wells at a later date. Wells are
drilled that have targeted geologic structures that are both developmental and
exploratory in nature and an allocation of costs is required to properly
account for the results. Delineation seismic incurred to select development
locations within an oil and gas field is typically considered a development
costs and capitalized but often these seismic programs extend beyond the
reserve area considered proved and management must estimate the portion of the
seismic costs to expense. The evaluation of gas and oil leasehold acquisition
costs requires managerial judgment to estimate the fair value of these costs
with reference to drilling activity in a given area. Drilling activities in
an area by other companies may also effectively condemn leasehold positions.
The successful efforts method of accounting can have a significant
impact on the operational results reported when we are entering a new
exploratory area in hopes of finding a gas and oil field that will be the
focus of future development drilling activity. The initial exploratory wells
may be unsuccessful and will be expensed. Seismic costs can be substantial
which will result in additional exploration expenses when incurred.
Reserve Estimates
-----------------
We do not currently own any reserves and we do not currently have any
estimates of any gas or oil reserves.
Impairment of Gas and Oil Properties
------------------------------------
We review our gas and oil properties for impairment whenever events and
circumstances indicate a decline in the recoverability of their carrying
value. We estimate the expected future cash flows of its gas and oil
properties and compares such future cash flows to the carrying amount of the
gas and oil properties to determine if the carrying amount is recoverable. If
the carrying amount exceeds the estimated undiscounted future cash flows, we
will adjust the carrying amount of the gas and oil properties to their fair
value. The factors used to determine fair value include, but are not limited
to, estimates of proved reserves, future commodity pricing, future production
estimates, anticipated capital expenditures, and a discount rate commensurate
with the risk associated with realizing the expected cash flows projected.
Given the complexities associated with gas and oil reserve estimates and
the history of price volatility in the gas and oil markers, events may arise
that would require us to record an impairment of the recorded book values
associated with gas and oil properties. As a result of our review, we did not
record an impairment during the nine months ended March 31, 2003 and 2002.
8
Liquidity and Capital Resources.
Liquidity is a measure of a company's ability to access cash. At March
31, 2003, we had working capital of $940 compared to a working capital deficit
of $2,230 at June 30, 2002. At March 31, 2003 we have no current liabilities.
We do not currently have a credit facility with any bank and we have not
determined the amount, if any, that we could borrow against our existing
properties.
We believe that proceeds from the sale of properties, the repayment of
advances from our parent, and other sources of funds will be adequate to fund
our operating expenses and satisfy our other current liabilities over the next
year or longer.
Offshore Undeveloped Properties
On January 9, 2002, we and several other plaintiffs filed a lawsuit in
the United States Court of Federal Claims in Washington, D.C. alleging that
the U.S. Government has materially breached the terms of forty undeveloped
federal leases, some of which are part of our Offshore California properties.
The suit seeks compensation for the lease bonuses and rentals paid to the
Federal Government, exploration costs and related expenses, or alternatively,
for the amount the lessees would have received if the leases had not been
breached. The total amount claimed by all lessees for bonuses and rentals
exceeds $1.2 billion, with additional amounts for exploration costs and
related expenses. Our claim (including the claim of our parent Delta Petroleum
Corporation) for lease bonuses and rentals paid by us and our
predecessors is in excess of $152,000,000. In addition, our claim for
exploration costs and related expenses will also be substantial.
The Complaint is based on allegations by the collective plaintiffs that
the United States has materially breached the terms of certain of their
Offshore California leases by attempting to deviate significantly from the
procedures and standards that were in effect when the leases were entered
into, and by failing to carry out its own obligations relating to those leases
in a timely and fair manner. More specifically, the plaintiffs have alleged
that the judicial determination in the California v. Norton case that a 1990
amendment to the Coastal Zone Management Act required the Government to make a
consistency determination prior to granting lease suspension requests in 1999
constitutes a material change in the procedures and standards that were in
effect when the leases were issued. The plaintiffs have also alleged that the
United States has failed to afford them the timely and fair review of their
lease suspension requests which has resulted in significant, continuing and
material delays to their exploratory and development operations.
As noted, our pending litigation against the United States is in part
predicated on the ruling in California v. Norton that a 1990 amendment to the
Coastal Zone Management Act required the Government to make a consistency
determination prior to granting lease suspension requests in 1999, a ruling
which the United States appealed to the 9th Circuit Court of Appeals. The 9th
Circuit has affirmed the lower court's decision and made legal findings
consistent with our claims in our pending litigation against the United
States.
9
The forty undeveloped leases are located in the Offshore Santa Maria
Basin off the coast of Santa Barbara and San Luis Obispo counties, and in the
Santa Barbara Channel off Santa Barbara and Ventura counties. None of our
interests in these leases is currently impaired, but in the event that there
is some future adverse ruling under the Coastal Zone Management Act that we
decide not to appeal or that we appeal without success, it is likely that some
or all of our interests in these leases would become impaired and written off
at that time, although we would undoubtedly proceed with our litigation. It is
also possible that other events could occur during the Coastal Zone Management
Act review or appellate process that would cause our interests in the leases
to become impaired, and we will continuously evaluate those factors as they
occur, although once again we would undoubtedly proceed with our litigation.
Results of Operations
Net loss. We reported net losses of $25,400 and $75,692 for the three
and nine months ended March 31, 2003 compared to net losses of $20,156 and
$83,417 for the three and nine months ended March 31, 2002.
As we sold all of our producing properties to our parent on July 1, 2001,
the only revenue during the periods was $6,163 and $18,490 of gains recognized
on the sale of the properties for the three and nine month periods ended March
31, 2002. Also, because of the sale of the properties, there were no lease
operating expenses or depletion. Exploration expenses were $831 and $19,810
for the three and nine month periods ended March 31, 2002 and zero in the 2003
periods. General and administrative expenses for the three and nine months
ended March 31, 2003 were $25,400 and $75,692 compared to $25,488 and $82,097
for the three and nine months ended March 31, 2002. The majority of the
expense in both years periods is a management fee paid to our parent of
$25,000 and $75,000 for the three and nine month periods of each year.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market
rates and prices, such as foreign currency exchange and interest rates and
commodity prices. We do not use financial instruments to any degree to manage
foreign currency exchange and interest rate risks and do not hold or issue
financial instruments to any degree for trading purposes. All of our revenue
and related receivables are payable in U.S. dollars.
ITEM 4. Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation and our
disclosure controls and procedures within 90 days of the filing date of this
quarterly report, and, based upon their evaluation, our principal executive
officer and principal financial officer have concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
10
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
On January 9, 2002, we filed a lawsuit along with several other companies
in the United States Court of Federal Claims in Washington, D.C. alleging that
the U.S. Government materially breached the terms of forty undeveloped federal
leases, some of which are part of our Offshore California properties. The
Complaint is based on our collective claims that post-leasing amendments to a
federal statute governing offshore activities have now been interpreted to
alter significantly our rights and abilities to move forward with further
exploration and development activities, and that the Government has failed to
carry out its own obligations under the leases which has resulted in
substantial delays and interference in our exploration and development
efforts. The forty undeveloped leases are located in the Offshore Santa Maria
Basin off the coast of Santa Barbara and San Luis Obispo counties, and in the
Santa Barbara Channel off Santa Barbara and Ventura counties.
The suit seeks compensation for the lease bonuses and rentals paid to the
Federal Government, exploration costs, and related expenses. The total amount
claimed by all of the collective plaintiffs for bonuses and rentals exceeds
$1.2 billion, with additional amounts for exploration costs and related
expenses. The U.S. Government has not yet filed an answer to our claim.
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.
(a) Exhibits.
Exhibit No. Description
99.1 Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350
99.2 Certification of Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350
(b) Reports on Form 8-K: None.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: May 14, 2003 AMBER RESOURCES COMPANY
(Registrant)
By: /s/ Roger A. Parker
-----------------------------------
Roger A. Parker
President\CEO
By: /s/ Kevin K. Nanke
-----------------------------------
Kevin K. Nanke, Chief Financial
Officer and Treasurer
12
CERTIFICATIONS PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Roger A. Parker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Amber Resources
Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Roger A. Parker
Name: Roger A. Parker
Title: Chief Executive Officer
13
CERTIFICATIONS PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Kevin K. Nanke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Amber Resources
Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Kevin K. Nanke
Name: Kevin K. Nanke
Title: Chief Financial Officer
14