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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Sanderson Farms, Inc.

(601) 649-4030

Not Applicable

     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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes x                No o

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

Yes x                No o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o                No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $1 Per Share Par Value—12,910,026 shares outstanding as of April 30, 2003.

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INDEX

SANDERSON FARMS, INC. AND SUBSIDIARIES

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PART I.   FINANCIAL INFORMATION

SANDERSON FARMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See notes to condensed consolidated financial statements.

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SANDERSON FARMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
April 30, 2003

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. Operating results for the three-month and six-month periods ended April 30, 2003 are not necessarily indicative of the results that may be expected for the year ending October 31, 2003.

The consolidated balance sheet at October 31, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, reference is made 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 consisted of the following:

NOTE 3—COST OF SALES

In the first quarter and second quarter of fiscal 2003, the Company recognized $6.2 million and $6.0 million, respectively, from settlements pertaining to overcharges by vitamin and methionine suppliers over a number of years. During the second quarter of fiscal 2002, the Company recognized $2.6 million from related litigation. The settlements are reflected in the accompanying condensed consolidated financial statements as a reduction of cost of sales in the three-month and six-month periods ending April 30, 2003 and 2002.

NOTE 4—INCOME TAXES

Deferred income taxes relate principally to cash basis temporary differences and depreciation expense which are accounted for differently for financial and income tax purposes. Effective November 1, 1988, the Company changed from the cash to the accrual basis of accounting for its farming subsidiary. The Taxpayer Relief Act of 1997 (the “Act”) provides that the taxes on the cash basis temporary differences as of that date are payable over the next 20 years or in full in the first fiscal year in which the Company fails to qualify as a “Family Farming Corporation”. The Company will continue to qualify as a “Family Farming Corporation” provided there are no changes in ownership control, which management does not anticipate during fiscal 2003.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2002.

This Quarterly Report, and other periodic reports filed by the Company under the Securities Exchange Act of 1934, and other written or oral statements made by it or on its behalf, may include forward-looking statements, which are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to the following:

(1)  Changes in the market price for the Company’s finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets.

(2)  Changes in economic and business conditions, monetary and fiscal policies or the amount of growth, stagnation or recession in the global or U.S. economies, either of which may affect the value of inventories, the collectability of accounts receivable or the financial integrity of customers.

(3)  Changes in the political or economic climate, trade policies, laws and regulations or the domestic poultry industry of countries to which the Company or other companies in the poultry industry ship product.

(4)  Changes in laws, regulations, and other activities in government agencies and similar organizations applicable to the Company and the poultry industry.

(5)  Various inventory risks due to changes in market conditions.

(6)  Changes in and effects of competition, which is significant in all markets in which the Company competes. The Company competes with regional and national firms, some of which have greater financial and marketing resources than the Company.

(7)  Changes in accounting policies and practices adopted voluntarily by the Company or required to be adopted by accounting principles generally accepted in the United States.

(8)  Disease outbreaks affecting the production performance and/or marketability of the Company’s poultry products.

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of Sanderson Farms. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this quarterly report, the words “believes”, “estimates”, “plans”, “expects”, “should”, “outlook”, and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements.

The Company’s poultry operations are integrated through its control of all functions relative to the production of its chicken products, including hatching egg production, hatching, feed manufacturing, raising chickens to marketable age (“grow out”), processing, and marketing. Consistent with the poultry industry,

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the Company’s profitability is substantially impacted by the market prices for its finished products and feed grains, both of which may fluctuate substantially and exhibit cyclical characteristics typically associated with commodity markets. Other costs, excluding feed grains, related to the profitability of the Company’s poultry operations, including hatching egg production, hatching, growing, and processing cost, are responsive to efficient cost containment programs and management practices.

The Company believes that value-added products are subject to less price volatility and generate higher, more consistent profit margins than whole chickens ice packed and shipped in bulk form. To reduce its exposure to market cyclicality that has historically characterized commodity chicken market prices, the Company has increasingly concentrated on the production and marketing of value-added product lines with emphasis on product quality, customer service and brand recognition. Nevertheless, market prices continue to have a significant influence on prices of the Company’s chicken products. The Company adds value to its poultry products by performing one or more processing steps beyond the stage where the whole chicken is first saleable as a finished product, such as cutting, deep chilling, packaging and labeling the product. The Company believes that one of its major strengths is its ability to change its product mix to meet customer demands.

The Company’s processed and prepared foods product line includes over 200 institutional and consumer packaged food items that it sells nationally and regionally, primarily to distributors, food service establishments and retailers. A majority of the prepared food items are made to the specifications of food service users.

The Company began processing additional head on the night shift at the Collins, Mississippi, processing plant in May 2003. Production at this plant will increase from 950,000 head per week to approximately 1,075,000 head per week, moving closer to its 1.2 million head per week capacity.

Results of Operations

For the three months ended April 30, 2003, the Company’s net sales were $201.2 million as compared to $175.4 million during the three months ended April 30, 2002, an increase of $25.8 million or 14.7%. Net sales of poultry products increased $17.6 million or 11.3% and net sales of prepared food products increased $8.2 million or 40.5%. The increase in net sales of poultry products resulted from an increase in the pounds of poultry products sold of 9.6% and an increase in the average sales price of the Company’s poultry products of 1.6% during the second quarter of fiscal 2003 as compared to the second quarter of fiscal 2002. The increase in the pounds of poultry products sold resulted from an increase in the average live weight of chickens produced of approximately 5.6%, an increase in the number of chickens produced of 2.9% and improvement in the Company’s poultry processing yield. During the second quarter of fiscal 2003 overall market prices for poultry products were slightly improved as compared to the second fiscal quarter of 2002. For example, average market prices for boneless breast meat increased 17.8% and a simple average of the Georgia dock whole bird prices increased 1.1%. However, market prices for leg quarters and jumbo wings were 1.5% and 4.0% below the same quarter a year ago. Subsequent to April 30, 2003, these same markets have shown considerable improvement in overall prices for poultry products. The Company’s prepared foods division increased its net sales by 40.5% primarily from an increase in the pounds of prepared food products sold of 42.5% and a change in product mix.

For the first half of fiscal 2003 net sales were $385.4 million, an increase of $45.4 million when compared to net sales of $339.9 million for the first half of fiscal 2002. This increase in net sales was the result of an increase in the net sales of poultry products of $28.8 million or 9.6% and an increase in the net sales of prepared food products of 41.9%. The Company’s pounds of poultry products sold increased 13.1% due to an increase in the average live weight of chickens produced of 7.7%, an increase in the number of chickens produced of

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approximately 1.8% and an improved processing yield. The Company’s average sales price of poultry products decreased 3.1% during the six months ended April 30, 2003 as compared to the six months ended April 30, 2002. Although overall market prices were slightly better in the second quarter of fiscal 2003, the overall average market prices for the first six months of fiscal 2003 are still below the previous fiscal year average. A simple average of the Georgia dock whole bird prices for the first six months of fiscal 2003 reflects a decrease of approximately 0.8% when compared to the same period in the previous fiscal year. Average market prices for leg quarters and jumbo wings decreased 18.2% and 25.9%, respectively, during the first six months of fiscal 2003 as compared to the first six months of fiscal 2002. Net sales of prepared food products increased $16.6 million or 41.9% during the first six months of fiscal 2003 as compared to the first six months of fiscal 2002, primarily from an increase in the pounds of prepared food products sold of 45.6% and a decrease in the average sales price of prepared food products sold of 2.5%.

For the quarter ended April 30, 2003, the Company’s cost of sales increased $17.2 million or 11.1% as compared to the quarter ended April 30, 2002. This increase reflects the additional pounds of poultry products and prepared food products sold of 9.6% and 42.5%, respectively, and increases in the cost of feed grains. A simple average of the cash market prices for corn and soy meal during the quarter ended April 30, 2003 as compared to the same period a year ago increased 18.1% and 12.6%, respectively. During the second quarter of fiscal 2003 the Company’s cost of sales included proceeds related to lawsuits against vitamin and methionine suppliers of $6.0 million. In comparison, cost of sales for the second quarter of fiscal 2002 included proceeds from related litigation of $2.6 million. The Company’s cost of sales also reflects improved operating performance obtained from the additional pounds of poultry products produced during the quarter ended April 30, 2003 as compared to the same quarter during fiscal 2002. Cost of sales of prepared food products during the second quarter of fiscal 2003 as compared to the second quarter of fiscal 2002 increased $8.5 million or 50.6%, and relates to the increase in sales pounds of 42.5% and a change in mix.

During the first half of fiscal 2003, the Company’s cost of sales increased $36.7 million or 12.1%. This increase is primarily due to increases in the pounds of poultry and prepared food products sold and increases in the cost of feed grains. Cost of sales of poultry products increased $20.9 million or 7.7%. However, the average cost of sales of poultry products per pound decreased 4.7% as the Company benefitted from proceeds from lawsuits against vitamin and methionine suppliers and improved performance from the Company’s poultry operations. A simple average of corn and soy meal cash market prices for the six months ended April 30, 2003 as compared to the same period in fiscal 2002 reflected increases of 17.0% and 8.0%, respectively. During the first six months of fiscal 2003 and fiscal 2002 the Company’s cost of sales was reduced by $12.2 million and $2.6 million, respectively, from the proceeds mentioned above. Cost of sales of prepared food products increased $15.8 million or 47.6% due to an increase in the volume of prepared food products sold and a change in mix.

Selling, general and administrative expenses increased $0.6 million or 9.1% during the second quarter of fiscal 2003 as compared to the same quarter of fiscal 2002. Selling, general and administrative expenses increased $0.8 million during the first half of fiscal 2003 as compared to the first half of fiscal 2002. The increase during the second quarter and the first six months of fiscal 2003 resulted from additional advertising and marketing expenditures.

The Company’s operating income for the three months ended April 30, 2003 was $21.3 million, an increase of $7.9 million as compared to the three months ended April 30, 2002. For the six months ended April 30, 2003 the Company’s operating income was $30.7 million as compared to $22.9 million during the same period a year ago. During fiscal 2003 as compared to fiscal 2002, the Company benefitted from improvements in the operating performance and marketing execution of both the Company’s poultry and prepared foods operations and proceeds from vitamin and

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methionine litigation. These factors more than offset increases in average cost of feed grains during fiscal 2003 as compared to fiscal 2002. Although overall poultry prices were slightly improved during the second quarter of fiscal 2003 as compared to the same quarter of fiscal 2002, the overall average for the six months ended April 30, 2003 is still below the same period a year ago. Average market prices for poultry products during May 2003 are significantly improved over the same month during fiscal 2002 and the Company believes this trend will continue through the third quarter of fiscal 2003. During the second quarter and six months ended April 30, 2003, the Company’s operating income included $6.0 million and $6.2 million, respectively, from vitamin and methionine litigation. During April 2002 the Company’s operating income included $2.6 million from related litigation. Excluding these settlements, the Company’s operating income for the quarter and six months ended April 30, 2003 was $15.3 million and $18.5 million, respectively. As compared to the same periods a year ago, these amounts reflect an increase of $4.5 million and a decrease of $1.8 million, respectively.

Interest expense during the second quarter of fiscal 2003 was approximately $0.7 million as compared to $1.0 million during the same period a year ago. For the six months ended April 30, 2003, interest expense was $1.4 million as compared to $2.0 million. This reduction in interest expense during fiscal 2003 as compared to fiscal 2002 resulted from less debt outstanding and lower interest rates. Since October 31, 2001 the Company has reduced its outstanding debt by $22.2 million. The Company expects interest expense to remain lower through the remainder of fiscal 2003 as compared to the same period a year ago.

The Company’s effective tax rate for fiscal 2003 and fiscal 2002 was approximately 38.0%.

The Company’s net income for the three months ended April 30, 2003 was $12.8 million as compared to $7.7 million during the three months ended April 30, 2002. Excluding the proceeds from vitamin and methionine litigation, the Company’s net income during these same quarters would have been $9.0 million or $.69 per diluted share and $6.1 or $.46 per diluted share, respectively. For the first six months of fiscal 2003 and 2002, excluding the proceeds from vitamin and methionine litigation, the Company’s net income was $10.5 million or $.80 per diluted share for the six months ended April 30, 2003 and $11.4 million or $.85 per diluted share for the six months ended April 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2003, the Company’s working capital was $83.5 million and its current ratio was 2.8 to 1. The Company’s working capital at October 31, 2002 was $68.4 million and its current ratio was 2.2 to 1. During the first six months of fiscal 2003, the Company spent approximately $18.1 million on planned capital projects, including approximately $5.6 million to convert facilities to accommodate big bird production at Hammond, Louisiana. In addition, during the first half of fiscal 2003 the Company spent approximately $2.9 million to purchase and retire 144,000 shares of its common stock pursuant to its stock repurchase program.

The Company’s capital budget for fiscal 2003, which includes $8.3 million in operating leases, is approximately $29.7 million, and will be funded by internally generated working capital and cash flows from operations. However, if needed, the Company has $72.0 million available under its revolving credit agreement as of April 30, 2003.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the market risks reported in the Company’s fiscal 2002 Annual Report on Form 10-K.

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Item 4.   Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the 90-day period prior to the filing date of this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. Subsequent to the date of this evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls.

PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings

Except as set forth below, there have been no material changes in the legal matters reported in Item 3 of the Company’s fiscal 2002 Annual Report on Form 10-K.

Additional collections were made during the second quarter of fiscal 2003 in the Company’s lawsuits against various vitamin and methionine suppliers arising out of alleged price fixing activities of the defendants. Information about this litigation was also included in the Company’s quarterly report on From 10-Q for the quarter ended January 31, 2003. For more information about these collections, please see the section of Part I of this report entitled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

On July 25, 2002, a current contract grower and her husband filed suit against the Company and Farmers State Bank, N.A. in the District Court of Milam County, Texas. The Plaintiffs alleged “a conspiracy to defraud Plaintiffs in connection with [the Company’s] promotion of a get-rich-quick scheme portrayed to Plaintiffs as a good investment for Plaintiff’s future.” The Plaintiffs further alleged that the Company and Farmers State Bank “conspired to defraud Plaintiffs by convincing them to purchase farm land, execute loan documents for the construction of chicken barns and then forcing them to sign contracts of adhesion that made Plaintiffs the domestic servants of the defendants.” The Plaintiffs further alleged that the Company and Farmers State Bank violated the Texas Deceptive Trade Practices-Consumer Protection Act. Plaintiffs sought an unspecified amount in compensatory damages, treble damages, attorneys’ fees, pre- and post-judgement interest and all costs of court. The Plaintiffs also sought a permanent injunction enjoining the Farmers State Bank from foreclosing on or otherwise taking possession or control of Plaintiffs’ real estate and the improvements thereon and other equitable relief. On August 8, 2002, the court heard arguments on the Plaintiffs’ motion for permanent injunction and on the Company’s motion to stay the proceeding with respect to its pending arbitration of the matter as required by the Egg Producers Contract entered into by and between one of the Plaintiffs and the Company. On August 19, 2002, the court granted the Company’s motion to compel arbitration in this case with respect to the Company and its grower pursuant to the arbitration provision of the contract. The case before the District Court of Milam County, Texas was stayed pending arbitration between the Company and its grower.

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On February 27, 2003, the Plaintiffs notified the arbitrators in the case of their interest to withdraw from arbitration. On March 19, 2003, the District Court of Milam County, Texas granted Plaintiffs’ Motion for Non-suit Against Defendants, and the case was dismissed without prejudice. This matter is no longer pending.

On May 19, 2003, a lawsuit was filed on behalf of 74 individual plaintiffs in the United States District Court for the Southern District of Mississippi alleging an “intentional pattern and practice of race discrimination and hostile environment in violation in Title VII and Section 1981 rights.” This lawsuit alleges that Sanderson Farms, in its capacity as an employer, has “engaged in (and continues to engage in) a pattern and practice of intentional unlawful employment discrimination and intentional unlawful employment practices at its plants, locations, off-premises work sites, offices, and facilities in Pike County, Mississippi...in violation of Title VII of the Civil Rights Act of 1964 (as amended)... .” The action further alleges that “Sanderson Farms has willfully, deliberately, intentionally, and with malice deprived black workers in its employ of the full and equal benefits of all laws in violation of the Civil Rights Act.. .”

The plaintiffs in this lawsuit seek, among other things, back pay and other compensation in the amount of $500,000 each and unspecified punitive damages. The due date for the Company’s answer to the complaint is July 21, 2003. The Company intends to answer the complaint and to aggressively defend the lawsuit. The Company has a policy of zero tolerance with respect to discrimination of any type, and has preliminarily investigated the complaints alleged in this lawsuit when they were brought as EEOC complaints. This investigation, which is ongoing, has substantiated none of the complaints alleged in the lawsuit, and the Company believes the charges are without merit.

Item 4:   Submission of Matters to a Vote of Security Holders

At the 2003 Annual Meeting of Shareholders of Sanderson Farms, Inc. held February 27, 2003, the shareholders elected the following persons to the Company’s Board of Directors to serve until the 2006 Annual Meeting of Shareholders, or until their successors are elected and qualified, by the votes indicated below:

By a vote of 11,719,739 for and 12,016 withholding authority, the shareholders elected Gail Jones Pittman to serve until the 2004 Annual Meeting of Shareholders, or until her successor is elected and qualified.

By a vote of 11,703,832 for, 22,070 against, and 5,853 abstaining, the shareholders ratified the Board’s selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending October 31, 2003.

Item 6.   Exhibits and Reports on Form 8-K

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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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CERTIFICATION

                I, Joe F. Sanderson, Jr., certify that:

                1.       I have reviewed this quarterly report on Form 10-Q of Sanderson Farms, 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, 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 officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

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                6.       The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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CERTIFICATION

I, D. Michael Cockrell, certify that:

                1.       I have reviewed this quarterly report on Form 10-Q of Sanderson Farms, 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, 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 officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

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                6.       The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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INDEX TO EXHIBITS

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