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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended January 31, 2003

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

For the Transition Period From ______ to ______

Commission File Number 0-17517

SEA PINES ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)

32 Greenwood Drive, Hilton Head Island, South Carolina 29928
(Address of principal executive offices)               (Zip Code)

Registrant’s telephone number, including area code (843) 785-3333

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Act.)

The number of shares outstanding of the registrant’s common stock as of January 31, 2003 was 3,573,400.

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INDEX TO FORM 10-Q
FOR SEA PINES ASSOCIATES, INC.

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PART I

THIS REPORT ON FORM 10-Q AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM, AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. THE INVESTMENT COMMUNITY IS CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS INCLUDE THOSE SET FORTH IN THIS REPORT, AND THOSE CONTAINED IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS REPORT ON FORM 10-Q, WHICH FACTORS ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

Item 1.   Financial Statements

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Sea Pines Associates, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

See accompanying notes.

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Sea Pines Associates, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)

See accompanying notes.

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Sea Pines Associates, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

See accompanying notes.

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Sea Pines Associates, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

See accompanying notes.

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SEA PINES ASSOCIATES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2003 AND 2002
(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain amounts for the year ended October 31, 2002 have been reclassified to conform with the quarter ended January 31, 2003 presentation. Operating results for the three-month period ended January 31, 2003 are not necessarily indicative of the results that may be expected for the year ending October 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended October 31, 2002.

NOTE 2 — INVENTORIES

Inventories consist of the following (in thousands of dollars):

NOTE 3 — REAL ESTATE ASSETS

Operating properties consist of the following (in thousands of dollars):

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Properties held for future development of $3,203,000 and $3,219,000 at January 31, 2003 and October 31, 2002 consist primarily of land and certain future development rights.

NOTE 4 — LONG-TERM DEBT AND LINE OF CREDIT AGREEMENTS

Long-term debt consists of the following (in thousands of dollars):

The loan agreement contains provisions and covenants which impose certain restrictions on the use of the Company’s assets, including limitations as to new indebtedness, the sale or disposal of certain assets, capital contributions and investments, and new lines of business.

The Company maintains a $4,500,000 seasonal line of credit (the “Seasonal Line”) with the same bank. Interest is payable monthly at LIBOR plus 1.50%. The Seasonal Line expires on November 1, 2007. Borrowings under the Seasonal Line are also collateralized by substantially all of the assets of the Company. As of January 31, 2003, the Seasonal Line had an outstanding balance of $1,958,000. As of October 31, 2002, the Seasonal Line had no outstanding balance.

The Company has two-interest rate swap agreements. The first interest rate swap agreement effectively fixes the interest rate on an $18,000,000 notional principal amount at 5.24% plus a credit margin ranging from 1.40% to 1.65% until the maturity date of the agreement, November 10, 2005. The lender has the option of calling the swap agreement on November 10, 2003. The second

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interest rate swap agreement effectively fixes the interest rate on a $6,000,000 notional principal amount at 6.58% plus a credit margin ranging from 1.40% to 1.65% until the maturity date of the agreement, November 1, 2005.

NOTE 5 — EARNINGS PER SHARE

Income (loss) per share of common stock is calculated by dividing net income or loss after preferred stock dividend requirements by the weighted average number of outstanding shares of common stock. Basic and diluted earnings per share are identical for all periods presented. Potentially dilutive securities consist of additional shares of common stock issuable when stock rights become exercisable. These contingently issuable shares have not been included in basic or diluted earnings per share as the stock rights are not yet exercisable.

NOTE 6 — INTEREST RATE SWAP AGREEMENTS

In accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities, the Company records the fair market value of the interest rate swaps on its consolidated balance sheet. On an ongoing basis, the Company adjusts the balance sheet to reflect the current fair market value of the interest rate swap agreements. The interest rate swap agreements do not qualify for hedge accounting as defined by SFAS 133, and accordingly, the change in the fair value of the derivative is immediately recognized in the consolidated statement of operations. The Company recorded $94,000 and $533,000 of income in the consolidated statement of operations for the change in fair value of the interest rate swap agreement for the quarters ended January 31, 2003 and 2002, respectively.

NOTE 7 — PROPERTY TAX ACCRUAL

The Company has been involved in an administrative law proceeding involving the valuation of the three golf courses owned by the Company for property tax purposes. The Company previously accrued its property tax expense based on the valuation originally assessed for the properties. During the third quarter 2002, the court issued a final order and decision, ultimately lowering the property taxes owed for the years 1998 through 2002. Based on this ruling and the Company’s estimate of its property tax liability, the Company lowered its property tax accrual in the third quarter 2002 by $322,000. This amount was included as a reduction to general and administrative expenses. In February 2003, the Company received a refund of property taxes paid of $304,000 plus accrued interest of $104,000. These amounts have been reflected in earnings in the first quarter 2003. The property tax refund of $304,000 is reflected within general and administrative expenses, and interest income of $104,000 is reflected in interest income, both in the consolidated statements of operations for first quarter 2003. The offsetting receivable totaling $408,000 is reflected within accounts receivable in the consolidated balance sheets as of January 31, 2003.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and suits in the ordinary course of business. In management’s opinion, such currently pending claims and suits against the Company will not, in the aggregate, have a material adverse effect on the Company.

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NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). SFAS No. 144 replaces SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet been incurred. SFAS No. 144 also broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. The adoption of this standard on November 1, 2002 had no material impact on the Company’s consolidated financial statements.

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NOTE 10 — BUSINESS SEGMENT INFORMATION

The Company has two reportable business segments. The Company’s reportable segments are organized by the type of operations and include: (1) resort activities, including home and villa rental management operations, golf course operations, food and beverage operations, inn and conference facility operations, and various other recreational activities; and (2) real estate brokerage for buyers and sellers of real estate in the Hilton Head Island, South Carolina area.

All inter-company transactions between segments have been eliminated upon consolidation.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company’s operations are conducted primarily through two wholly owned subsidiaries. Sea Pines Company, Inc. operates all of the resort assets, including three resort golf courses, a tennis center, a home and villa rental management business, two conference facilities, a 60-room inn, retail sales outlets, food service operations and other resort recreational facilities. Sea Pines Real Estate Company, Inc. is a real estate brokerage firm with 15 offices serving Hilton Head Island and its neighboring communities.

Application of Critical Accounting Policies

The Company’s accounting policies have been established to conform to accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied. This would result in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of the Company’s results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be critical in that they may require judgment in their application or require estimates with respect to matters that are inherently uncertain.

Revenue Recognition

Revenue from resort operations is recognized as goods are sold and services are provided and revenue from real estate brokerage is recognized when the title passes to the buyer. As a result, the Company’s revenue recognition process does not involve significant judgments or estimates.

Investment in Real Estate Assets

The Company’s management is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Company’s assets by class are as follows:

In the event that management uses inappropriate useful lives or methods for depreciation, the Company’s net income would be misstated.

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Valuation of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets, both operating properties and properties held for future development, may not be recoverable. When there are indicators that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value and the Company recognizes an impairment loss. Management has determined that there has been no impairment in the carrying value of real estate assets held by the Company at January 31, 2003 or October 31, 2002. A projection of expected future cash flows requires management to make certain estimates. If management uses inappropriate assumptions in the future cash flow analysis, resulting in an incorrect assessment of the property’s future cash flows and fair value, it could result in the overstatement of the carrying value of real estate assets and net income of the Company.

Results of Operations for 1st Quarter 2003 as Compared with 1st Quarter 2002

Revenues

Revenues for the first quarter 2003 totaled $7,159,000, a 9.5% increase from first quarter 2002 revenues. Resort revenues declined during the first quarter 2003 by $345,000, or 9.1%. Real estate brokerage revenues increased during the first quarter 2003 by $967,000, or 35.4%. The resort revenue decline is attributable to the current downturn in the United States economy and a general decline in domestic travel. Revenue changes are summarized as follows (in thousands):

Golf revenues decreased by $203,000, or 10.6%, during the first quarter 2003 as compared with the first quarter 2002. The number of resort golf rounds played at Harbour Town Golf Links during the first quarter 2003 decreased by 580 rounds, or 13.4%, from the same period in 2002. This decrease in rounds played was slightly offset by a $9.16, or 7.7%, increase in average rate paid per round in

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the first quarter 2003, over the first quarter 2002. The number of resort golf rounds played at the Ocean and Sea Marsh golf courses during the first quarter 2003 decreased by 2,084 rounds, or 18.2%, from the same period in 2002. This decrease was slightly offset by a $2.72, or 6.0%, increase in average rate paid per round in the first quarter 2003, over the first quarter 2002.

Rental management revenues decreased by $94,000, or 15.7%, during the first quarter 2003 as compared with the first quarter 2002. Total guest occupied nights during the first quarter of 2003 were 3,673 as compared to 4,595 during the first quarter of 2002. The average daily rate was $130.03 in the first quarter 2003, an increase of $7.73, or 6.3%, from the same period in 2002.

Food and beverage revenues decreased by $132,000, or 26.1%, during the first quarter 2003 as compared with the first quarter 2002. This decrease was primarily due to a $130,000, or 47.1%, decline in revenue from catering operations and an $11,803, or 17.8%, decline in revenue from golf food and beverage operations. These decreases were slightly offset by a $10,730, or 27.3%, increase in revenue from the Harbour Town Bakery.

The Inn at Harbour Town revenues decreased by $16,000, or 4.9%, during the first quarter 2003 as compared with the first quarter 2002. Paid occupancy during the first quarter 2003 was 36.1% as compared to 39.1% during the first quarter 2002. The average daily rate was $133.56 in the first quarter 2003, as compared to $133.37 for the same period in 2002.

Other recreation services revenue increased by $79,000 during the first quarter 2003 as compared with the first quarter 2002. This increase is primarily the result of increased revenue from tennis operations related to the Smith/Stearns Tennis Academy. This new academy opened in 2002 at the Sea Pines Racquet Club to provide world-class tennis instruction.

Other revenues increased by $21,000 during the first quarter 2003 as compared with the first quarter 2002. This increase is primarily from increased membership sales revenue related to the Sea Pines Country Club. During the first quarter 2003, two memberships were sold as compared to only one during the first quarter 2002.

Real estate brokerage revenues increased by $967,000, or 35.4%, during the first quarter 2003 as compared with the first quarter 2002. This increase was primarily the result of a 39.9% increase in sales volume in the first quarter 2003, as compared with the first quarter 2002. This improvement is attributable to low mortgage interest rates and a favorable second home and real estate market.

Cost of Revenues

Cost of Revenues totaled $6,520,000 in the first quarter 2003, an increase of $994,000, or 18.0%, as compared to the same period in 2002. This increase is primarily due to an $897,487, or 46.4%, increase in commission expense from real estate brokerage operations and an increase in lesson expense related to the Smith/Stearns Tennis Academy.

Expenses

Sales and marketing expenses increased by $145,000, or 21.5%, during the first quarter 2003 as compared with the first quarter 2002. This increase is the result of increased resort marketing promotions and real estate marketing during the first quarter 2003.

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General and administrative expenses decreased by $217,000, or 13.3%, during the first quarter 2003 as compared with the first quarter 2002. Excluding the effect of the property tax refund of $304,000, general and administrative expenses increased by $87,000, or 5.4%. This increase is the result of increases in medical claims paid by the Company’s self-funded medical plan and building repair and maintenance expenses.

Depreciation and amortization costs remained constant at $648,000 during the first quarter 2003 as compared with the same period of 2002.

Other income (expense)

Interest income increased by $102,000 during the first quarter 2003 as compared with the same period of 2002. The Company received interest of $104,000 during the first quarter 2003 on a refund of excess property taxes paid during 1998 through 2001.

Interest rate swap agreement income totaled $94,000 during the first quarter 2003. This income is attributable to changes in the fair value of the interest rate swap agreements as discussed in Note 6 of the financial statements. The Company recorded income of $533,000 from the interest rate swap agreements during the first quarter 2002.

Interest expense decreased by $64,000, or 10.2%, during the first quarter 2003 as compared with the same period of 2002. This decrease is attributable to lower interest rates during the first quarter 2003 and lower outstanding debt balances.

Income taxes

Income tax benefit for first quarter 2003 of $696,000 was recorded based on management’s full-year estimate of the Company’s effective tax rate of 26.9%. Income tax benefit for first quarter 2003 was lower than the first quarter 2002 benefit of $945,000 due to the effect of the significant movement in the interest rate swap agreement in first quarter 2002.

Liquidity and Capital Resources

The Company’s financial results from its resort operations and real estate brokerage activities experience fluctuations by season. The period from November through February has historically been the Company’s lowest resort revenue and real estate sales season, and the period from March through October has historically been the Company’s highest season.

Cash and cash equivalents increased by $6,000 during the first quarter of 2003 and totaled approximately $3,068,000 at January 31, 2003, all of which was restricted. Restricted cash includes cash held in escrow pending real estate closings, advance deposits for home and villa rentals, and rental receipts to be paid to home and villa owners. Working capital (current assets – current liabilities) decreased during the first quarter of 2003 by $1,201,000, resulting in a working capital deficit of $2,530,000 at January 31, 2003.

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Under a Master Credit Agreement with its corporate lender, the Company maintains three loan facilities: a term loan, a revolving line of credit and a seasonal line of credit. Available funds under these three loan facilities total $38,740,000, of which $36,198,000 was outstanding at January 31, 2003.

The term loan had an outstanding principal amount of $15,940,000 as of January 31, 2003 and matures on November 1, 2008.

The revolving line of credit had an outstanding balance of $18,300,000 as of January 31, 2003 and matures on November 1, 2007.

The available balance under the seasonal line of credit totals $4,500,000 and is used to meet cash requirements during the Company’s off-season winter months. As of January 31, 2003, the seasonal line of credit had an outstanding balance of $1,958,000. The Seasonal Line expires on November 1, 2007.

The Company has two interest rate swap agreements which effectively fix the interest rate on a $24 million notional principal amount outstanding under the loan facilities described above. $18 million has been fixed at 5.24% per annum plus a credit margin ranging from 1.40% to 1.65%, and $6 million has been fixed at 6.58% plus a credit margin ranging from 1.40% to 1.65%.

Recent Developments

The Heritage Classic Foundation (the “Foundation”), parent organization of The Heritage golf tournament, dismissed WorldCom as the tournament’s title sponsor in July 2002, shortly before WorldCom declared bankruptcy.

The Company has a contract with the Foundation (which runs through 2006) that parallels the Foundation’s contract with the PGA Tour. The Company provides the tournament site and certain services necessary to the hosting of the tournament. In exchange, the Company receives a site fee and a course preparation fee to compensate for the loss of revenue resulting from the course closure and the additional expenses incurred in preparing the course for the tournament. Other financial benefits include increased pro shop apparel sales, and increased lodging and catering revenue.

The Town of Hilton Head Island has committed to being the presenting sponsor for the 2003 tournament which will be held April 17 – 20, 2003. The Foundation’s board and staff are now working to find new funding sources to sponsor the tournament for years 2004 and beyond. The Company is cooperating with the board and staff of the Foundation in their efforts to assure the tournament’s continuing success.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

During the quarter ended January 31, 2003, there were no material changes to the quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2002.

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Item 4.   Controls and Procedures

Within 90 days of the filing of this report, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to make known to them in a timely fashion material information related to the Company required to be filed in this report. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is subject to claims and suits in the ordinary course of business. In management’s opinion, no currently pending claims and suits against the Company will have a material adverse effect on the Company.

Item 2.

Changes in Securities and Use of Proceeds

            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:
			See attached Exhibit Index
	(b)		Reports on Form 8-K
			None

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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.

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CERTIFICATIONS

I, Michael E. Lawrence, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Sea Pines Associates, Inc.;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (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 functions):

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

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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 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.

I, Steven P. Birdwell, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Sea Pines Associates, Inc.;
2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (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;

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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 functions):

	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 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.

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EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

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