WRP CORP - 10-Q Quarterly Report

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UNITED STATES
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: December 31, 2002

OR

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

For the transition period from to .
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Commission File Number: 0-17458
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WRP CORPORATION
(Exact name of registrant as specified in its charter)

MARYLAND 73-1326131
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

500 PARK BOULEVARD, SUITE 1260
ITASCA, IL 60143
----------------
(Address of principal executive office)

(630) 285-9191
(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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the issuer's Common Stock, par value $.01 per
share, and issuer's Series A Convertible Common Stock, par value $.01 per share,
outstanding as of February 4, 2003 was 5,803,692 and 1,252,538 respectively.

WRP CORPORATION

INDEX

PART I - FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Balance Sheets
December 31, 2002 (unaudited) and June 30, 2002, (unaudited)..................... pgs. 3-4

Condensed Consolidated Statements of Operations (unaudited) for the
Three Months Ended December 31, 2002 and 2001...................................... pg. 5

Condensed Consolidated Statements of Operations (unaudited) for the
Six Months Ended December 31, 2002 and 2001........................................ pg. 6

Condensed Consolidated Statements of Cash Flow (unaudited) for the
Six months ended December 31, 2002 and 2001. ...................................... pg. 7

Notes to Interim Consolidated Financial Statements (unaudited)..................... pg. 8

Item 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. pg. 17

Item 3.

Quantitative and Qualitative Disclosures About Market.............................. pg. 24

PART II - OTHER INFORMATION

Items 1.-5. ................................................................................ pg. 25

Item 6. ................................................................................... pg. 25

2

WRP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS

3

WRP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY

The accompanying notes to interim consolidated financial statements are an
integral part of these balance sheets.

4

WRP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

5

WRP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

6

WRP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

The accompanying notes to consolidated financial statements are an
integral part of these statements.

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WRP CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002

1. DESCRIPTION OF BUSINESS:

We are a leading marketer of foodservice and medical examination gloves
in the United States through our wholly owned subsidiary, American Health
Products Corporation ("AHPC"). We are also a manufacturer of disposable latex
examination and food service gloves through our 70% owned Indonesian
manufacturing facility, PT WRP Buana Multicorpora ("PT Buana"). In 2002, we
broadened our product line to include other disposable items to be used
primarily in the foodservice industry.

2. BASIS OF PRESENTATION:

The accompanying unaudited condensed, consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
in the United States of America for interim financial information and with the
instructions to Form 10-Q. 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 adjustments
necessary for a fair presentation, consisting only of normal recurring
adjustments, have been included. For further information, refer to the
consolidated financial statements contained in the Annual Report on Form 10-K
for the year ended June 30, 2002, filed October 18, 2002. The results of
operations for the six-month period ended December 31, 2002, may not be
indicative of the results that may be expected for the fiscal year ended June
30, 2003.

3. PRINCIPLES OF CONSOLIDATION:

The accompanying interim consolidated financial statements include our
accounts and those of AHPC and our 70% owned subsidiary, PT Buana. All
significant intercompany transactions have been eliminated in consolidation.

4. MAJORITY SHAREHOLDER:

WRP Asia Pacific Sdn. Bhd., a Malaysian corporation ("WRP Asia"), owns
all of our outstanding Series A Common Stock and is our majority shareholder.

At December 31, 2002, WRP Asia had a 53.2% ownership interest in us.
WRP Asia is one of the world's leading manufacturers of high quality, disposable
gloves primarily for use by healthcare professionals in the acute care,
alternative care and foodservice markets, and for critical environments in the
electronics industries, scientific laboratories, pharmaceutical industries and
other related industries. AHPC purchases a majority of its powder-free latex
exam gloves from WRP Asia.

5. COMMON STOCK:

At December 31, 2002, we had issued 1,252,538 shares of Series A
Convertible Common Stock and 5,803,692 shares of Common Stock for a total of
7,056,230 shares. The terms of the

8

Series A Common Stock owned by WRP Asia are substantially the same as our Common
Stock except:

a. Each share of Series A Common Stock is convertible into one
share of our Common Stock, $.01 par value. We have reserved
1,252,538 share of Common Stock for issuance upon conversion
of the Series A Common Stock.

b. Series A Common Stock entitles WRP Asia to elect all Class A
directors, who represent a majority of our Board of Directors,
and to vote with the holders of Common Stock as a single class
with respect to all other matters subject to a vote of the
shareholders.

During the six months ended, December 31, 2002, we purchased $10,800 of
our Common Stock.

6. FOREIGN CURRENCY TRANSACTIONS:

Gains and losses from foreign currency exchange transactions are
included in net loss in the period in which they occur. During the quarter ended
December 31, 2002 and 2001, the foreign exchange gain included in the
determination of net income was $6,050 and $815, respectively. The functional
currency of PT Buana is the U.S. dollar.

7. RELATED-PARTY TRANSACTIONS:

At December 31, 2002 and 2001, amounts due from/to affiliates consist
of the following:

* Right of set-off granted in October 2002.

The outstanding accounts receivable from WRP Asia results primarily
from sales of product to WRP Asia (powder-free exam gloves produced by PT
Buana), cash advances, charges for obtaining FDA approval of the gloves imported
from WRP Asia and other items. AHPC purchased virtually all of its latex
powder-free exam gloves from WRP Asia in 2002, 2001, 2000 and 1999. Management
believes transactions between operating segments are made at prevailing rates.
AHPC purchases its powdered latex gloves from its 70% subsidiary, PT Buana, as
well as from third-party suppliers other than WRP Asia.

9

As of December 31, 2002, we have outstanding accounts receivable from
WRP Asia of approximately $9,929,258. Subsequent to June 30, 2002, the amounts
due to PT Buana of approximately $5,586,000, were assigned to us in partial
satisfaction of intercompany amounts due from PT Buana to us. As of December 31,
2002, there is approximately $853,085 owing PT Buana from WRP Asia.

As of December 31, 2002, we have accounts payable to WRP Asia of
approximately $3,963,261, primarily resulting from the purchase of inventories
from WRP Asia.

The net amount due from WRP Asia, before allowance for doubtful
accounts at December 31, 2002, was approximately $5,965,997, against which we
have provided an allowance for doubtful accounts of approximately $5,586,000
(representing all amounts due for the sale of product from PT Buana to WRP Asia
at June 30, 2002) due to the uncertainty of the finalization of WRP Asia's
refinancing plan, which has been ongoing for over 18 months without completion.

Subsequent to September 30, 2002, we entered into a formal agreement
with WRP Asia to provide for the full and complete right of offset of any trade
payables due against amounts they owe to us and AHPC. We continue to purchase
gloves from WRP Asia, and believe that the unreserved amounts due from WRP Asia
to WRPC and AHPC of approximately $473,359 at December 31, 2002, are realizable
based upon the agreement granting right of offset and ongoing purchases from WRP
Asia. In management's opinion, while we have been advised by WRP Asia that it
does not currently intend to seek protection from creditors, should such action
take place, we would have to reevaluate the ability to offset payables to WRP
Asia against our receivables from them.

WRP Asia is continuing its restructuring initiative, the objective of
which is to improve cash flows and profitability and to assure long-term
financial viability. This initiative includes a restructuring of WRP Asia's debt
facility and additional investments from strategic investors and other outside
sources. Management of WRP Asia has advised us that it believes, but cannot
guarantee, that this initiative will be successfully concluded and will generate
adequate cash flow to meet WRP Asia's needs for its ongoing and future business.
In March 2002, WRP Asia had advised us that it anticipated this initiative would
be completed by July 2002. As of December 31, 2002, this restructuring
initiative has not been completed. WRP Asia has advised us that it believes this
initiative will now be completed in April 2003 and attributes the delays to
extensive due diligence being performed by potential strategic investors. While
we are hopeful that a portion of the amount due from WRP Asia will be repaid
from the refinancing, we have established a reserve for the trade receivables
due of approximately $5,586,000 in the event that WRP Asia is ultimately unable
to complete its restructuring and financing. WRP Asia advises us that all of its
shares of WRPC have been pledged as collateral security to its lead lender,
Standard Chartered Bank. Should WRP Asia fail to effect the restructuring or
should it enter into a loan workout in which it parts with our shares, it is
possible that Standard Chartered Bank or its designees may obtain ownership of
these shares, which represent a majority of the beneficial ownership in us.

On September 18, 2002, our Board of Directors passed a resolution that
limits the net intercompany amount due from WRP Asia exceeding the balance of
$6,200,000 on a

10

consolidated basis. In the event that WRP Asia desires to purchase product from
PT Buana, and the effect of this sale would be to increase the net amount due
beyond $6,200,000, WRP Asia is required, under this resolution, to support these
purchases by payment of cash in advance or tender of an irrevocable letter of
credit to PT Buana, to cover the purchase price of the order to the extent such
amount exceeds $6,200,000.

On July 24, 2002, our Board of Directors approved a proposal submitted
by the independent directors to form a Special Evaluation Committee (the
"Committee"). The Committee is comprised of our "B" Directors, Robert J. Simmons
and Don L. Arnwine, as well the independent "A" Directors, G. Jeffery Mennen and
Richard J. Swanson. The purpose of the Committee is to examine the WRP Asia
restructuring process as well as the options and alternatives available to us.

Additionally, interest rates in many Asian-Pacific countries have been
heavily dependent upon international trade and are, accordingly, affected by
protective trade barriers and the economic conditions of their trading partner.
The enactment by the government of principal trading partners of protectionist
trade legislation, reduction of foreign investment or general declines in the
international securities markets could have a significant adverse effect upon
the economies of the Asian-Pacific countries. The financial statements do not
include any adjustment that might result from these uncertainties and any
related effects will be reported in the financial statements as they become
known and estimable.

8. NET INCOME (LOSS) PER SHARE:

We follow the Statement of Financial Accounting Standards No. 128,
"Earnings Per Share (EPS)" ("SFAS 128"), which requires dual presentation of
basic and diluted earnings per share for all periods presented. Basic EPS
amounts are based on the weighted-average number of shares of common stock
outstanding during each period while diluted EPS amounts are based on the
weighted-average number of shares of common stock outstanding during the period
and the effect of dilutive stock options and warrants. The weighted-average
number of common shares and common share equivalents outstanding for the three
and six months ended December 31, 2002 and 2001 is as follows:

11

At December 31, 2002, there were 7,056,230 shares of our Common Stock
and Series A Common Stock outstanding.

As approved by the Board of Directors, all outstanding stock options at
February 29, 2000 to current employees, officers and directors were repriced
effective February 29, 2000 to $2.07, the closing price on that date. All of the
stock options, which were repriced, totaling 483,600 options, originally
contained exercise prices that were significantly higher than the market price.
We are subject to variable accounting; however, the share price has not exceeded
$2.07.

9. ACCOUNTING FOR INCOME TAXES:

We record income taxes in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"). SFAS 109 utilizes the liability
method and deferred taxes are determined based on the estimated future tax
effects of differences between the financial statement and tax basis of assets
and liabilities given the provisions of enacted tax laws. Deferred income tax
provisions and benefits are based on the changes in the deferred tax asset or
tax liability from period to period.

Our U.S. operations had generated net operating loss carry-forwards
("NOL's") in prior years of which approximately $1.3 million is remaining at
December 31, 2002. These NOL's are fully reserved and included as a component of
deferred tax assets. These NOL's will be available to offset future U.S.
generated taxable income and will begin expiring in 2004. In accordance with
federal tax regulations, usage of the NOL's are and have been subject to
limitations as a direct result of certain ownership changes that have occurred
in the past, and may be further limited should WRP Asia transfer ownership of
its shares of stock to another holder. Our U.S. operations have generated NOL's
subsequent to June 30, 2002, which have not been reserved and we have recorded a
tax benefit associated with the U.S. generated book and tax losses subsequent to
June 30, 2002, which are available to be carried back against previous years'
taxable income.

For the six months ended December 31, 2002 and 2001, we have recorded a
(benefit) provision from income taxes of $(57,237) and $273,422, respectively.

10. CONTINGENCIES:

Over the last several years, numerous product liability lawsuits have
been filed against suppliers and manufacturers of latex gloves alleging, among
other things, adverse allergic reactions. We are one of numerous defendants that
have been named in such lawsuits. During the six months ended December 31, 2002,
there were no additional product liability lawsuits filed, and we were dismissed
from one lawsuit. At December 31, 2002, we were involved in a total of 64
lawsuits, either as a named defendant, third party or an indemnifier. None of
these lawsuits name us as the sole defendant in these claims.

We possess product liability insurance coverage which covers the
defense costs and certain damage awards associated with the product liability
claims against ourselves, AHPC and PT Buana, in addition to the indemnity of
AHPC's customers to the limits of its policy, subject

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to deductions on each claim, to be paid by AHPC. We believe that all legal
claims are adequately provided for and if not provided for, are without merit or
involve such amounts that would not materially or adversely affect us. However,
there is no assurance that AHPC's insurance will be sufficient to meet all
damages for which we may be held liable. For example, in a jury trial, even
where actual damages are somewhat limited, or where causation of liability is
questionable, the jury may choose to award a substantial verdict to the
plaintiff. Likewise, there is no assurance that the outcome of these suits will
not adversely affect our operations or financial condition. We will vigorously
contest any latex claim initiated against us, but will enter into a settlement
agreement, where, after careful consideration, management determines that our
best interests will be served by settling the matter. In addition, there can be
no assurances that product liability insurance for these claims will continue to
be available to us or, if available, that it will be available in sufficient
amounts and at affordable terms.

11. COMPREHENSIVE INCOME:

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130"), requires companies to report all changes in
equity during a period, except those resulting from investment by owners and
distributions to owners, in a financial statement for the period in which they
are recognized. Comprehensive profit (loss) for the six months ended December
31, 2002 and 2001 was equal to net profit (loss) and there were no accumulated
other comprehensive income items during those periods.

12. SEGMENT REPORTING:

We have two business segments: manufacturing and distribution. These
segments are managed as separate strategic business units due to the distinct
nature of their operations and customer bases. The manufacturing segment, which
represents the operations of PT Buana, manufactures latex gloves and sells them
primarily to AHPC and other customers through WRP Asia's distribution network.
All operations of the manufacturing segment are located in Indonesia. The
distribution segment involves the procurement and sale of gloves purchased from
the manufacturing segment and other glove manufacturers and then sold to
national and regional healthcare, foodservice, retail and other distributors.
The operations of the distribution segment are located entirely within the U.S.

We evaluate segment performance based on income (loss) before provision
for (benefit from) income taxes and minority interest ("Pre-tax income (loss)").
Transactions between operating segments are made at prevailing market rates.

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The following tables provide financial data for the six months ended
December 31, 2002 and 2001 for these segments:

13. NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS:

In June 2001, the FASB No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The statement amends FASB statement No. 19,
"Financial Accounting and Reporting by Oil and Gas Producing Companies." The
provisions in this statement are effective for financial statements issued for
fiscal years beginning after June 15, 2002. Although early adoption is
encouraged, it is not required. We will adopt the provisions in this statement
for all tangible long-lived assets retirements initiated after June 30, 2002.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes FASB statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operation - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." This statement also amends ARB No. 51, "Consolidated Financial
Statements", to eliminate the exception of consolidation for a subsidiary for
which control is likely to be temporary. The provisions of this statement are
effective for financial statements issued for fiscal years beginning after

14

December 15, 2001, and interim periods within those fiscal years. Although early
adoption is encouraged, it is not required. We will adopt the provisions in this
statement for fiscal years beginning after June 30, 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
and Disposal Activity (including Certain Costs Incurred in a Restructuring)."
The provisions of this statement are effective for exit and disposal activities
that are initiated after December 31, 2002, with early adoption encouraged. We
plan to adopt the provision set forth in this statement for all exit and
disposal activities initiated after December 31, 2002.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations,"
FAS No. 141 addresses the accounting and reporting for business combinations and
supersedes APB Opinion No. 16, "Business Combinations" and SFAS No. 38,
"Accounting for Preacquisition Contingencies of Purchased Enterprises." We will
adopt this standard for all business combinations initiated after June 30, 2001.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." This pronouncement provides guidance on financial accounting
and reporting for acquired goodwill and other intangible assets. This statement
supersedes APB Opinion No. 17, "Intangible Assets." The provisions of this
statement are required to be applied for fiscal years beginning after December
15, 2001. We anticipate that future earnings will increase without amortization
expense; however, we must assess its existing goodwill for impairment. Our
goodwill, previously disclosed as arising from its purchase of PT Buana,
represents the excess of purchase price over fair market value of the net assets
of AHPC. Our assessment of goodwill as of June 30, 2002 and the effective date
of SFAS No.142 does not require an impairment charge.

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure an amendment of FASB
Statement No. 123". This statement provides alternative methods of transition
for an entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation. It also amends Accounting
Principles Board ("APB") Opinion No. 28, "Interim Financial Reporting", to
require disclosure about those effects in interim financial information. The
provisions of this statement are effective for financial statements for fiscal
years ending after December 15, 2002 and for interim periods beginning after
December 15, 2002.

14. INVENTORIES:

Since a majority of our product is imported from Southeast Asia, it is
our practice to maintain a certain level of safety-stock inventory. Inventories
are accounted for on a first-in, first-out ("FIFO") basis and are valued at the
lower of actual cost or market.

15. KEY CUSTOMERS:

Our customers include leading foodservice distributors and healthcare
product suppliers. During the six months ended December 31, 2002, three of
AHPC's national customers accounted

15

for 64.8%, 8.6% and 8.0% of net sales. The loss of any of these customers would
have a materially adverse effect on us. Our customers tend to limit the number
of qualified vendors they purchase from, to gain efficiencies across their
product line. We, therefore, expend substantial efforts to maintain and grow our
relationships with our existing major customers. However, our products are
ultimately distributed by these three diversified distribution companies,
through their combined networks of over 100 operating companies, to thousands of
foodservice organizations and medical facilities throughout the United States.
The ultimate end-users of our products are the foodservice organizations and
medical facilities, healthcare professionals and individuals who use our gloves.
During the year ended, June 30, 2002, we entered into a transition service
agreement with Maxxim, whereby Maxxim will service the vast majority of our
medical customers, as we substantially reduced our medical sales staff and
presence in the medical market. This agreement is expected to reduce sales to
Maxxim.

16. CREDIT FACILITY:

On December 1, 1998, AHPC entered into a $10,000,000 three-year credit
agreement through December 1, 2001, with a major financial services company.
Subsequently, on March 31, 1999, the limit was increased to $15,000,000. The new
credit facility includes a $15,000,000 revolving line of credit with an
$11,000,000 letter of credit subfacility. The facility carries an interest rate
of commercial paper (1.30% at December 31, 2002), plus 4.50%. The credit
facility was used to repay all obligations under the previous bank facility. On
November 15, 2001, we completed the renewal and extension of this credit
facility for an additional term of three years, with terms and conditions
similar to the existing facility.

In conjunction with a waiver of the covenant violations as of June 30,
2002, the existing credit facility agreement was amended to expire on December
1, 2003. As of December 31, 2002, we were in compliance with our covenants.

17. MEDICAL BUSINESS:

On March 1, 2002, we announced that our subsidiary, American Health
Products Corp, had entered into a Transition Services Agreement with Maxxim
Medical, Inc., (MAXXIM), whereby MAXXIM would service most of our acute-care
medical customers. As a result of this transition, we have substantially reduced
our personnel in our medical division and have transitioned the business with
respect to most of its customers in the medical division to MAXXIM.

18. NASDAQ LISTING:

On February 14, 2002, NASDAQ notified us that the bid price of our
common stock had closed at less than $1.00 per share over the previous 30
consecutive trading days, and, as a result, did not comply with Marketplace Rule
4310(c)(4) (the "Rule"). Therefore, in accordance with Marketplace Rule
4310(c)(8)(D), we were provided 180 calendar days, or until August 13, 2002, to
regain compliance with the Rule.

On August 14, 2002 NASDAQ notified us that we had not regained
compliance in accordance with Marketplace Rule 4310(c)(8)(D). However, NASDAQ
noted that we meet the initial listing requirements for the NASDAQ SmallCap
Market under Marketplace Rule

16

4310(c)(2)(A). Specifically, we qualify with the $5,000,000 stockholders equity
requirement. Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), we
were provided an additional 180 days, or until February 10, 2003, to regain
compliance. In order to regain compliance our common stock must close at $1.00
per share or more for a minimum of 10 consecutive trading days. If compliance
with this Rule cannot be demonstrated by February 10, 2003, NASDAQ will notify
us that our securities will be delisted. At that time, we may appeal NASDAQ's
decision to a Listing Qualifications Panel.

19. WEST COAST DOCK STRIKE:

During October 2002, labor negotiations between the Pacific Maritime
Association and the International Longshore and Warehouse Union broke down
resulting in all West Coast ports being closed for ten days. Since we import all
our products through these ports, we were unable to have product delivered
during this time period. Additionally, by the end of the tenth day, work
stoppage we had 25 containers waiting to be unloaded at various ports on the
West Coast. It took us approximately 60 days to clear this backlog. Due to the
work stoppage and subsequent shipping delays we incurred additional costs of
approximately $297,000.

20. SUBSEQUENT EVENT:

On February 11, 2003 MAXXIM filed for protection under Chapter 11 of
the Federal Bankruptcy Act in the District of Delaware. It is our understanding
that they plan to continue to do business and to reorganize their operations as
a debtor in possession. Under our Transition Services Agreement dated as of
March 1, 2002 with MAXXIM, MAXXIM agreed to pay us $375,000 in the aggregate
upon achievement of certain milestones, all of which were achieved. To date
MAXXIM has only paid $125,000 of such obligations, however we have included as
income the accrued, unpaid portion of these obligations. The total amount due
from MAXXIM is $283,279, of this amount, $250,000 is for payments due under the
transition agreement. Since the future success of MAXXIM may be contingent upon
the business we transitioned to MAXXIM, we believe this amount will ultimately
be collectible. The remaining balance due of $33,279, represents trade accounts
receivable, and we believe we have adequate reserves to cover this amount if
this receivable should prove uncollectible.

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

Forward-looking statements in this Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations, including statements
regarding new products and markets, gross margins, selling, general and
administrative expenses, liquidity and cash need and our plans and strategies,
are all based on current expectations, and we assume no obligation to update
this information. Numerous factors could cause actual results to differ from
those described in the forward-looking statements. We caution investors that our
business is subject to significant risks and uncertainties.

Our wholly owned subsidiary, American Health Products Corporation
("AHPC"), is engaged in the marketing and distribution of high-quality,
disposable, examination, foodservice and specialty gloves in the United States
and has been in the glove business since our incorporation in January 1989. For
the six months ended December 31, 2002, we recorded net

17

sales of $19,334,021. Our 70% owned subsidiary, PT WRP Buana Multicorpora ("PT
Buana"), which commenced operations in April 1996, owns and operates an
Indonesian glove manufacturing plant. PT Buana manufactures high-quality,
disposable latex exam and foodservice gloves.

During February 2000, our Board of Directors elected to change our
reporting period from a calendar year ending December 31 to a fiscal year ending
June 30, which corresponds to the year-end of our majority shareholder, WRP
Asia. As a result, this Form 10-Q represents the second quarter of our fiscal
year ended June 30, 2002.

THREE MONTHS ENDED DECEMBER 31, 2002, COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 2001:

Our net sales are derived from the sale of finished product, net of
allowable rebates, royalties, discounts and returns. Net sales include glove
sales from AHPC's glove product line and latex exam glove sales from PT Buana,
exclusive of its sales to AHPC. Net sales totaled $8,792,517 and $12,017,630 for
the three months ended December 31, 2002 and 2001, respectively. This represents
a 26.8% decline in net sales for the year compared to the year earlier period.
The decrease in sales of $3,225,113 was due, in part, to our transition out of
most of the medical business and a reduction in production from PT Buana in the
month of December 2002.

Cost of goods sold includes all costs to manufacture, purchase and
obtain the finished product, including costs such as ocean freight, customs,
duty and warehousing. Cost of goods sold decreased 17.4% from $8,751,767 for the
three months ended December 31, 2001, to $7,232,674 for the three months ended
December 31, 2002, due to the decline in sales caused by our transition out of
most of the acute-care medical business and the reduction in PT Buana's
production. As a percentage of net sales, cost of goods sold increased from
72.8% for the three months ended December 31, 2001, to 82.3% for the three
months ended December 31, 2002. The gross profit percentage decreased to 17.7%
in the three month ended December 31, 2002 versus 27.2% in the same period of
2001. The gross profit percentage decrease is attributed to an increase in the
cost of raw latex, which increased by more than 50% versus the comparable 2001
period. The gross profit percentage was also impacted by increases in product
mix of lower-margin products, costs associated with the West Coast dock strike
and price decreases provided to our customers. We continue to expect our gross
margins to be affected by the price of latex, changes in product mix,
competition, manufacturing capacity levels and other factors.

Selling expenses include all salaries and payroll related costs for
sales and marketing staff together with other sales related expenses such as
sales commissions, travel costs, trade shows, advertising, promotions and
delivery costs. Selling, general and administrative ("SG&A") expenses decreased
by 39.4% from $3,270,646 for the three months ended December 31, 2001, to
$1,980,410 for the three months ended December 31, 2002. The decrease of
$1,290,236 in SG&A expenses is attributable to a decrease in salaries and
salary-related expense associated with our transition out of the acute-care
medical business offset by an increase in marketing expense related to expanding
our foodservice product-line offerings.

Loss from operations was $(192,586) for the three months ended December
31, 2002, as compared to loss from operations of $(4,783) for the three months
ended December 31, 2001. This loss from operations reflects the reduction in
sales and increased costs of goods sold.

18

Interest expense declined during the three months ended December 31,
2002, to $21,099 compared to $81,363 in the same quarter of 2001. This decrease
is attributable to debt reductions on our line of credit and lower interest
rates during the quarter in 2002 versus the 2001 comparable quarter.

We recorded a foreign currency exchange gain from our Indonesian
subsidiary, PT Buana, in the quarters ended December 31, 2002 and 2001 of $6,050
and $815, respectively. As currency exchange rates fluctuate and depending upon
the mix of assets and liabilities in PT Buana's books in Indonesian rupiah, an
exchange gain or loss will be incurred. These foreign currency exchange gains or
losses are reported as a component of the SG&A expense category in the
consolidated statements of operations. PT Buana uses the U.S. dollar as its
functional currency. PT Buana continues to be exposed to foreign currency
exchange rate fluctuations and may incur exchange gains or losses in the future.
Indonesia continues to experience economic and political instability, which is
characterized by fluctuations in its foreign currency exchange rate, interest
rates, stock market and inflation rate. The financial statements do not include
any adjustment that might result from these uncertainties and any related
effects will be reported in the financial statements as they become known and
estimable.

Other income consists of interest income proceeds from the Transition
Services Agreement with MAXXIM ($125,000) and miscellaneous income. Other income
for the quarter ended December 31, 2002 and 2001 was $151,972 and $11,901,
respectively.

The benefit for income taxes for the three months ended December 31,
2002 was $(52,982) and $(30,287) for the comparable 2001 period. This change in
income taxes is primarily attributable to the net loss for the three-month
period and the fluctuations of the Indonesian rupiah against the US dollar
during the period. Our U.S. operations generated net operating loss
carry-forwards ("NOL's") in prior years of which approximately $1.3 million is
remaining from June 30, 2002 which can be used to offset future U.S. generated
taxable income through the year 2004.

For the three months ended December 31, 2002, our net loss was
$(192,586), compared to a net loss of $(130,610) in the same period of 2001.
Diluted loss per share for the three months ended December 31, 2002 and 2001 was
$(0.03) and $(0.01), respectively.

SIX MONTHS ENDED DECEMBER 31, 2002, COMPARED TO THE SIX MONTHS ENDED
DECEMBER 31, 2001:

Our net sales are derived from the sale of finished product, net of
allowable rebates, royalties, discounts and returns. Net sales include glove
sales from AHPC's glove product line and latex exam glove sales from PT Buana,
exclusive of its sales to AHPC. Net sales totaled $19,334,021 and $24,342,148
for the six months ended December 31, 2002 and 2001, respectively. This
represents a 20.6% decline in net sales for the year compared to the year
earlier period. The decrease in sales of $5,008,127 was due, in part, to our
transition out of most of the medical business and a reduction in production
from PT Buana in the month of December 2002.

19

Cost of goods sold includes all costs to manufacture, purchase and
obtain the finished product, including costs such as ocean freight, customs,
duty and warehousing. Cost of goods sold decreased 9.7% from $17,447,386 for the
six-month period ended December 31, 2001, to $15,759,055 for the six months
ended December 31, 2002, due to the decline in sales caused by our transition
out of most of the acute-care medical business and the reduction in PT Buana's
production. As a percentage of net sales, cost of goods sold increased from
71.7% for the six months ended December 31, 2001, to 81.5% for the six months
ended December 31, 2002. The gross profit percentage decreased to 18.5% in the
six month ended December 31, 2002 versus 28.3% in the same period of 2001. The
gross profit percentage decrease is attributed to an increase in the cost of raw
latex, which increased by more than 50% versus the comparable 2001 period. The
gross profit percentage was also impacted by increases in product mix of
lower-margin products, costs associated with the west coast dock strike and
price decreases provided to our customers. We continue to expect our gross
margins to be affected by the price of latex, changes in product mix,
competition, manufacturing capacity levels and other factors.

Selling expenses include all salaries and payroll related costs for
sales and marketing staff together with other sales related expenses such as
sales commissions, travel costs, trade shows, advertising, promotions and
delivery costs. Selling, general and administrative ("SG&A") expenses decreased
by 38.7% from $6,636,670 for the six months ended December 31, 2001, to
$4,070,738 for the six months ended December 31, 2002. The decrease of
$2,565,932 in SG&A expenses is attributable to a decrease in salaries and
salary-related expense associated with our transition out of the acute-care
medical business offset by an increase in marketing expense related to expanding
our foodservice product-line offerings.

Loss from operations was $(495,772) for the six months ended December
31, 2002, as compared to income from operations of $258,092 for the six months
ended December 31, 2001. This loss from operations reflects the reduction in
sales and increased costs of goods sold.

Interest expense declined during the six months ended December 31,
2002, to $69,824 compared to $159,212 in the same six-month period of 2001. This
decrease is attributable to debt reductions on our line of credit and lower
interest rates during the quarter in 2002 versus the 2001 comparable quarter.

We recorded a foreign currency exchange gain of $1,138 in the quarter
ended December 31, 2002 versus a foreign exchange loss of $36,678 in the
comparable period in 2001 from our Indonesian subsidiary, PT Buana. As currency
exchange rates fluctuate and depending upon the mix of assets and liabilities in
PT Buana's books in Indonesian rupiah, an exchange gain or loss will be
incurred. These foreign currency exchange gains or losses are reported as a
component of the SG&A expense category in the consolidated statements of
operations. PT Buana uses the U.S. dollar as its functional currency. PT Buana
continues to be exposed to foreign currency exchange rate fluctuations and may
incur exchange gains or losses in the future. Indonesia continues to experience
economic and political instability, which is characterized by fluctuations in
its foreign currency exchange rate, interest rates, stock market and inflation
rate. The financial statements do not include any adjustment that might result
from these uncertainties and any related effects will be reported in the
financial statements as they become known and estimable.

20

Other income consists of interest income proceeds from the Transition
Services Agreement with MAXXIM ($375,000) and miscellaneous income. Other income
for the six-month ended December 31, 2002 and 2001 was $436,121 and $36,559,
respectively.

The (benefit) provision for income taxes for the six months ended
December 31, 2002 was $(57,237) and $273,422 for the comparable 2001 period.
This change in income taxes is primarily attributable to the net loss for the
six-month period and the fluctuations of the Indonesian rupiah against the US
dollar during the period. Our U.S. operations generated net operating loss
carry-forwards ("NOL's") in prior years of which approximately $1.3 million is
remaining from June 30, 2002 which can be used to offset future U.S. generated
taxable income through the year 2004.

For the six months ended December 31, 2002, our net loss was $(67,164),
compared to a net loss of $(151,245) in the same period of 2001. Diluted loss
per share for the six months ended December 31, 2002 and 2001 was $(0.01) and
$(0.01), respectively.

LIQUIDITY AND CAPITAL RESOURCES:

SIX MONTHS ENDED DECEMBER 31, 2002:

Cash and cash equivalents at December 31, 2002, was $895,038, an
increase of $443,090 from $451,948 at June 30, 2002. We experienced an increase
in cash flows during the six months ended December 31, 2002, primarily from cash
provided by operating activities.

Our operations provided cash of $3,567,709 during the six months ended
December 31, 2002, primarily as a result of a decrease in accounts receivable of
$2,692,315 and an increase in inventory of $1,042,059.

Net trade accounts receivable at December 31, 2002, decreased 55.6% to
$2,154,081 from $4,846,396 at June 30, 2002. The decrease in accounts receivable
was due to our transition out of most of the medical business. Net inventories
at December 31, 2002, were $9,548,711 and increased from the level at June 30,
2002, of $8,506,652, due to our build up on our Dermasafe brand glove and
increases in safety stock levels. We anticipate our inventory to decrease over
the near-term, as we complete our transition out of the acute-care medical
business and due to anticipated short-term shortages caused by the West Coast
dock strike.

During the six months ended December 31, 2002, we used cash in
investing activities of $350,601. We spent $261,527 for capital improvement
expenditures during the six-month period primarily at PT Buana, our Indonesian
manufacturing plant. These expenditures included equipment purchases and
upgrades to expand our capacity to manufacture higher-margin products, including
powder-free latex gloves.

During the six months ended December 31, 2002, cash was used from
financing activities in the amount of $2,774,018. We decreased borrowings on our
line of credit facility by $3,407,605 and made stock repurchases of $10,800.

The outstanding accounts receivable from WRP Asia results primarily
from sales of product to WRP Asia (powder-free exam gloves produced by PT
Buana), cash advances, charges

21

for obtaining FDA approval of the gloves imported from WRP Asia and other items.
AHPC purchased virtually all of its latex powder-free exam gloves from WRP Asia
in 2002, 2001, 2000 and 1999. Management believes transactions between operating
segments are made at prevailing rates. AHPC purchases its powdered latex gloves
from its 70% subsidiary, PT Buana, as well as from third-party suppliers other
than WRP Asia.

As of December 31, 2002, we have outstanding accounts receivable from
WRP Asia of approximately $9,929,258. Subsequent to June 30, 2002, the amounts
due to PT Buana of approximately $5,586,000 were assigned to us in partial
satisfaction of intercompany amounts due from PT Buana to us. As of December 31,
2002, there is approximately $853,085 owing PT Buana from WRP Asia.

As of December 31, 2002, we have accounts payable to WRP Asia of
approximately $3,963,261, primarily resulting from the purchase of inventories
from WRP Asia.

The net amount due from WRP Asia, before allowance for doubtful
accounts at December 31, 2002, was approximately $5,965,997, against which we
have provided an allowance for doubtful accounts of approximately $5,586,000
(representing all amounts due for the sale of product from PT Buana to WRP Asia
at June 30, 2002) due to the uncertainty of the finalization of their
refinancing plan, which has been ongoing for over 18 months, without completion.

Subsequent to June 30, 2002, we entered into a formal agreement with
WRP Asia to provide for the full and complete right of offset of any trade
payables due against amounts they owe to us and AHPC. We continue to purchase
gloves from WRP Asia, and believe that the unreserved amounts due from WRP Asia
to us and AHPC of approximately $473,359 at December 31, 2002, are realizable
based upon the agreement granting right of offset and ongoing purchases from WRP
Asia. In management's opinion, while we have been advised by WRP Asia that it
does not currently intend to seek protection from creditors, should such action
take place, we would have to reevaluate the ability to offset payables to WRP
Asia against our receivables from them.

WRP Asia is continuing its restructuring initiative, the objective of
which is to improve cash flows and profitability and to assure longer-term
financial viability. This initiative includes a restructuring of WRP Asia's debt
facility and additional investments from strategic investors and other outside
sources. Management of WRP Asia has advised us that it believes, but cannot
guarantee, that this initiative will be successfully concluded and will generate
adequate cash flow to meet WRP Asia's needs for its ongoing and future business.
In March 2002, WRP Asia had advised us that it anticipated this initiative would
be completed by July 2002. As of February 13, 2003, this restructuring
initiative has not been completed. WRP Asia has advised us that it believes this
initiative will now be completed no later than the April 2003 and attributes the
delays to extensive due diligence being performed by potential strategic
investors and the regulatory delays associated with a Malaysian governmental
agency involved with one segment of the proposed transition. While we are
hopeful that a portion of the amount due from WRP Asia will be repaid from the
refinancing, we have established a reserve for the trade receivables due of
approximately $5,586,000 in the event that WRP Asia is ultimately unable to
complete its restructuring and financing.

22

On September 18, 2002, our Board of Directors passed a resolution that
limits the net intercompany amount due from WRP Asia exceeding the balance of
$6,200,000 on a consolidated basis. In the event that WRP Asia desires to
purchase product from PT Buana, and the effect of this sale would be to increase
the net amount due beyond $6,200,000, the resolution requires WRP Asia to
support these purchases by payment of cash in advance or tender of an
irrevocable letter of credit to PT Buana to cover the purchase price of the
order to the extent such amount exceed $6,200,000.

On July 24, 2002, our Board of Directors approved a proposal submitted
by the independent directors to form a Special Evaluation Committee (the
"Committee"). The Committee is comprised of our "B" Directors, Robert Simmons
and Don L. Arnwine as well the independent "A" Directors, G. Jeffery Mennen and
Richard Swanson. The purpose of the Committee is to examine the WRP Asia
restructuring process as well as the options and alternatives available to us.

On December 1, 1998, we obtained a domestic three-year credit facility
from GE Capital, a large commercial credit company. This asset based lending
loan and security agreement included a $10,000,000 revolving line of credit with
a $7,000,000 letter of credit sub-facility. On March 31, 1999, we amended our
Loan and Security Agreement by increasing the maximum credit loan limit from
$10,000,000 to $15,000,000 subject to availability, based on a formula using
accounts receivable and inventory. As part of the amendment, the letter of
credit subfacility was increased from $7,000,000 to $11,000,000. The line of
credit borrowings carry an interest rate of commercial paper plus 4.5% (1.30% at
December 31, 2002). At December 31, 2002, we had outstanding $185,989 on the
revolving line of credit and $933,311 of letter of credit liabilities under the
credit facility. As of December 31, 2002, we were in compliance with all of our
covenants.

We currently expect to have cash needs during the next year and beyond
for funding the growth of the existing glove business, launch and promotion of
our SafePrep foodservice business and for other uses. These cash needs may arise
in connection with various events such as for: (i) the expansion into new
products; (ii) the expansion into new markets; (iii) funding the promotion of
our branded products; (iv) repayment of debt obligations; (v) purchasing our
Common Stock in connection with our stock repurchase program; and (vi)
manufacturing capital improvements. We believe that our cash and cash to be
generated from future operations plus our credit facility will be sufficient to
fund our ongoing operations.

As of December 31, 2002, we had the following contractual obligations
and commercial commitments:

Operating leases primarily represent our leases for our corporate
office and warehouse facilities. The letters of credit are issued under our
credit facility and are commercial obligations related to product purchases.
Insurance premium financing was used to finance our product

23

liability insurance. Short-term borrowings represent borrowings under our credit
facility primarily to finance working capital.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes, foreign currency
fluctuations and changes in the market value of investments. We have not entered
into interest rate caps or collars or other hedging instruments.

Exposure to changes in interest rates is limited to borrowings under
revolving credit and debt agreements, which have variable interest rates, tied
to the prime and commercial paper rates. We estimate that the fair value of each
debt instrument approximated its market value at December 31, 2002.

We are subject to fluctuations in the value of the Indonesian rupiah
vis-a-vis the U.S. dollar. The investment in the Indonesian subsidiary is
remeasured into the U.S. dollar and the book value of the assets and liabilities
of this operation at December 31, 2002, approximated its fair value.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation within 90 days of the filing date of this report, that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934. There have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the previously mentioned
evaluation.

24

PART II

ITEM 1-5.

No changes

ITEM 6 (a) EXHIBIT 99.1

Certification of CEO and CFO pursuant to Section 90C of the Sarbanes-Oxley
Act of 2002.

(b) REPORTS ON FORM 8-K

During the six-month period ended December 31, 2002, we did not file any
reports on Form 8-K.

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.

WRP Corporation
(Registrant)

Date: February 13, 2003 By:/s/ Alan E. Zeffer
------------------
Name: Alan E. Zeffer
Title: Chief Financial Officer
Vice President Finance/Operations

25

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lew Kwong Ann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WRP Corporation;

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 officer and I (herein the "Certifying
Officers") 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, (collectively the
"Company") is made known to the Certifying Officers by others
within the Company, 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 the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's Certifying Officers have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors:

a) all significant deficiencies (if any) 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 Certifying Officers 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: February 13, 2003

/s/ Lew Kwong Ann
- -----------------
Lew Kwong Ann
- ------------------------------
Chief Executive Officer

26

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan E. Zeffer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WRP Corporation;

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 officer and I (herein the "Certifying
Officers") 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, (collectively the
"Company") is made known to the Certifying Officers by others
within the Company, 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 the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's Certifying Officers have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors:

a) all significant deficiencies (if any) 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 Certifying Officers 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: February 13, 2003

/s/ Alan E. Zeffer
- ------------------
Alan E. Zeffer
Chief Financial Officer

27