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

FORM 10-Q

Commission File No. 0-16760

MGM MIRAGE
(Exact name of registrant as specified in its charter)

        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. ý Yes    o No

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): ý Yes    o No

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

MGM MIRAGE AND SUBSIDIARIES

FORM 10-Q

INDEX

Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

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

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MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)
(Unaudited)

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

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MGM MIRAGE AND SUBIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

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

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MGM MIRAGE AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

        MGM MIRAGE (the "Company") is a Delaware corporation, incorporated on January 29, 1986. As of March 31, 2003, approximately 53% of the outstanding shares of the Company's common stock were owned by Tracinda Corporation, a Nevada corporation wholly owned by Kirk Kerkorian. MGM MIRAGE acts largely as a holding company and, through wholly-owned subsidiaries, operates hotel, casino and entertainment resorts.

        The Company owns and operates the following hotel, casino and entertainment resorts on the Las Vegas Strip in Las Vegas, Nevada: Bellagio, MGM Grand Hotel and Casino—Las Vegas, The Mirage, Treasure Island, New York-New York and the Boardwalk Hotel and Casino. The Company also owns a 50% interest in the joint venture that owns and operates the Monte Carlo Resort & Casino, located on the Las Vegas Strip.

        The Company owns the following resorts in other areas of Nevada: Golden-Nugget—Las Vegas, in downtown Las Vegas; Golden Nugget—Laughlin, in Laughlin, Nevada; and three resorts in Primm, Nevada at the California/Nevada state line—Whiskey Pete's, Buffalo Bill's and the Primm Valley Resort—as well as two championship golf courses located near the resorts. The Company also owns Shadow Creek, an exclusive world-class golf course located approximately 10 miles north of its Las Vegas Strip resorts.

        The Company, through its wholly owned subsidiary, MGM Grand Detroit, Inc., and its local partners formed MGM Grand Detroit, LLC, to develop a hotel, casino and entertainment complex in Detroit, Michigan. On July 29, 1999, MGM Grand Detroit, LLC commenced gaming operations in an interim facility located directly off of the John C. Lodge Expressway in downtown Detroit. See Note 8 for discussion of the revised development agreement with the City of Detroit.

        The Company also owns and operates Beau Rivage, a beachfront resort located in Biloxi, Mississippi, and MGM Grand Hotel and Casino in Darwin, Australia.

        A limited liability company owned 50-50 with Boyd Gaming Corporation is developing Borgata, a hotel and casino resort on 27 acres at Renaissance Pointe, located in the Marina area of Atlantic City, New Jersey. Borgata is expected to open this summer. The Company owns approximately 95 developable acres adjacent to Borgata, of which 75 acres are available for future development and 20 acres are for common landscaping and roadways on Renaissance Pointe.

        PLAYMGMMIRAGE.com is the Company's online gaming website based in the Isle of Man, an independently governed British Crown dependency located in the Irish Sea off the coast of Great Britain. PLAYMGMMIRAGE.com became operational on September 26, 2002. It initially was not actively marketed, and was in the start-up phase through January 31, 2003. Because of the current state of the laws concerning Internet wagering, PLAYMGMMIRAGE.com has been designed to prevent the acceptance of wagers from the United States and many other jurisdictions.

        As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

        In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly

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the Company's financial position as of March 31, 2003, and the results of its operations for the three-month periods ended March 31, 2003 and 2002. The results of operations for such periods are not necessarily indicative of the results to be expected for the full year.

        Certain reclassifications have been made to the 2002 financial statements to conform to the 2003 presentation, which have no effect on previously reported net income. The income statement caption "Property transactions, net" includes impairments of long-lived assets, along with gains and losses on the sale or other disposal of fixed assets. Prior to January 1, 2003, the Company classified gains and losses on asset sales as a non-operating item at some of its resorts. Management believes that the presentation of these items as an element of operating income is a preferable presentation. Such transactions were not material in the prior periods, so prior period statements have not been reclassified.

NOTE 2—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

        The Company recorded its share of the results of operations of unconsolidated affiliates as follows:

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NOTE 3—LONG-TERM DEBT

        Long-term debt consisted of the following:

        Total interest incurred for the three-month periods ended March 31, 2003 and 2002 was $92 million and $90 million, respectively, of which $6 million and $17 million, respectively, was capitalized.

        On April 4, 2003, the Company entered into an amendment to its $600 million revolving credit facility whereby the maturity date was extended to April 2, 2004 and the lending commitment was reduced to $525 million. Concurrently, the Company entered into an amendment for the $2.0 billion revolving credit facility to adjust certain covenants to match the covenants required in the $525 million revolving credit facility. The effect of the amendment was to increase the maximum leverage ratio and decrease the minimum coverage ratio. Under the amended facilities, the Company must maintain a maximum leverage ratio (average debt to EBITDA, as defined) of 5.5:1, decreasing periodically to 5.0:1 by December 2004. The Company must also maintain a minimum coverage ratio (EBITDA to interest charges, as defined) of 2.5:1, increasing to 2.75:1 by March 2004. As of March 31, 2003, the Company's leverage and interest coverage ratios were 4.6:1 and 3.5:1, respectively.

        In 2001, the Company entered into several interest rate swap agreements, designated as fair value hedges, which effectively converted a portion of the Company's fixed rate debt to floating rate debt. In the second quarter of 2002, the Company terminated all remaining interest rate swaps, which at the time covered $650 million of fixed rate debt. Net payments totaling $11 million were received during

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2001 and 2002 upon the termination of interest rate swap agreements. These amounts have been added to the carrying value of the related debt obligations and are being amortized and recorded as a reduction of interest expense over the remaining life of that debt.

NOTE 4—STOCKHOLDERS' EQUITY

        During the three months ended March 31, 2003, the Company repurchased 1.4 million shares of its common stock for $36 million as part of its previously authorized 10 million share repurchase program, which completed that share repurchase program. In February 2003, the Board of Directors authorized a new 10 million share repurchase program (the "2003 program"). In the first quarter of 2003, the Company repurchased 1.2 million shares under the 2003 program at a total cost of $31 million, leaving 8.8 million shares available for repurchase under the 2003 program.

NOTE 5—INCOME PER SHARE OF COMMON STOCK

        The weighted-average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:

NOTE 6—COMPREHENSIVE INCOME

        Comprehensive income consisted of the following:

NOTE 7—STOCK OPTION PLANS AND STOCK-BASED COMPENSATION

        In the three months ended March 31, 2003, the Compensation and Stock Option Committee of the Board of Directors granted 8.2 million options to Company employees. As of December 31, 2002, only 2.5 million options were available for grant under existing option plans, but the Company's majority shareholder had indicated its intent to vote its shares in favor of an amendment to the current stock option plan to increase the authorized number of options by 8 million. In May 2003, the Company obtained formal shareholder approval of the amendment. After giving effect to the amendment, as of March 31, 2003, the aggregate number of shares subject to options available for grant under the Company's stock option plans was 2.4 million.

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        A summary of the status of the Company's stock option plans is presented below:

        The Company accounts for stock-based compensation, including employee stock option plans, in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and the Financial Accounting Standards Board's Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25". Had the Company accounted for these plans under the fair value method allowed by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"), the Company's net income and earnings per share would have been reduced to recognize the fair value of employee stock options. The following are required disclosures under SFAS 123 and SFAS 148:

        The stock-based compensation included in the table above represents the after-tax amount of pro forma compensation related to stock option plans. Reported net income includes $1 million and $0, net of tax, of amortization of restricted stock compensation for the three months ended March 31, 2003 and 2002, respectively.

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NOTE 8—COMMITMENTS AND CONTINGENCIES

        Detroit Development Agreement.    MGM Grand Detroit, LLC has operated an interim casino facility in downtown Detroit since July 29, 1999, and is planning a permanent casino facility under a revised development agreement with the City of Detroit entered into on August 2, 2002.

        The Company has recorded an intangible asset (development rights, deemed to have an indefinite life) of approximately $115 million in connection with its payment obligations under the revised development agreement. Payments of $22 million were made through March 31, 2003, assets of $3 million will be transferred to the City, and the remaining obligations have been classified as either accrued liabilities ($35 million) or other long-term liabilities ($55 million), depending on the payment date. The long-term liabilities include the Company's obligation for repayment of $50 million of bonds issued by the Economic Development Corporation of the City of Detroit. In addition to the above payments, the Company will pay the City 1% of gaming revenues (2% if annual revenues exceed $400 million) beginning January 1, 2006.

        The Company is currently in the process of obtaining land and developing plans for the permanent casino facility, and currently expects the project to cost approximately $575 million (including land, capitalized interest and preopening expenses, but excluding approximately $115 million of payments to the City discussed above). The design, budget and schedule of the permanent facility are at an early stage, and the ultimate timing, cost and scope of the project is subject to risks attendant to large-scale projects.

        The ability to construct the permanent casino facility is currently subject to resolution of certain litigation. In January 2002, the 6^th Circuit Court of Appeals ruled that the ordinance governing the casino developer selection process in Detroit violated the First Amendment to the United States Constitution, because of preference given to certain bidders. The Company's operating subsidiary did not receive preference in the selection process. The 6^th Circuit Court remanded the case to the Federal District Court, which rejected the plaintiff's request for a re-bidding process and determined that the only suitable remedy to the plaintiff was declaring the ordinance unconstitutional. The plaintiff has appealed, and the 6^th Circuit Court of Appeals has issued an injunction, pending appeal, prohibiting the City and the developers from commencing construction pending further action of the 6^th Circuit Court of Appeals.

        Borgata.    The Company contributed 27 acres of land for its ownership interest in Borgata. Boyd Gaming Corporation contributed $90 million of cash. Borgata obtained a $630 million secured bank credit facility, which is non-recourse to the Company. Each party is required to contribute an additional $134 million in cash to the venture to fund the project. As of March 31, 2003, each party had made $94 million of such contributions.

        Cash Transaction Reporting Violations.    In February 2003, Company management became aware of and self-reported certain violations regarding the reporting of certain cash transactions. Management and the Nevada State Gaming Control Board are investigating the violations, and the Company is unable to determine the amount of fine, if any, or extent of sanction, if any, that will be levied by the Nevada State Gaming Control Board or the Federal government.

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NOTE 9—PROPERTY TRANSACTIONS, NET

        Net property transactions consists of the following:

        Approximately $3 million of the write downs and impairments and substantially all of the demolition costs relate to assets disposed of in connection with the January 2003 closure of the EFX! Theatre at MGM Grand Las Vegas. The remaining charges relate to other assets disposed of in connection with remodeling or expansion projects at MGM Grand Las Vegas. The impairment amounts represent the remaining net book value of assets disposed.

NOTE 10—CONSOLIDATING CONDENSED FINANCIAL INFORMATION

        The Company's subsidiaries (excluding MGM Grand Detroit, LLC and certain minor subsidiaries) have fully and unconditionally guaranteed, on a joint and several basis, payment of the $2.0 billion and $600 million (subsequently reduced to $525 million) revolving credit facilities, the senior notes and debentures and the senior subordinated notes. Separate condensed financial statement information for

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the subsidiary guarantors and non-guarantors as of March 31, 2003 and December 31, 2002 and for the three-month periods ended March 31, 2003 and 2002 is as follows:

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

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

Results of Operations

Overview

        Our operations consist of wholly-owned casino resorts in Las Vegas and other locations in southern Nevada; Detroit, Michigan; Biloxi, Mississippi; and Darwin, Australia, as well as investments in a joint venture with an operating resort on the Las Vegas Strip and an LLC with a project under development in Atlantic City, New Jersey. We also own and operate an online gaming website in the Isle of Man. While our resorts cater to various market segments, our general strategy is to offer a premium resort experience with high-quality gaming and non-gaming amenities. We generate slightly over half of our net revenues from gaming activities.

        Our operating results are highly dependent on the volume of customers at our resorts, which in turn impacts the price we can charge for our hotel rooms and other amenities. Key gaming volume indicators are table games drop and slot handle. Our revenues can also be affected by the percentage of gaming volume we retain, indicated by "win" or "hold" percentage, which is not fully controllable by us. Our table games hold percentage is typically in the range of 18% to 22%. In our hotel operations, key measures are occupancy rates (volume indicator), average daily rate ("ADR", price indicator) and revenue per available room ("REVPAR," a combined measure).

        Our revenues can be affected by economic and other factors. Domestic leisure travel is dependent on the national economy and the level of consumers' disposal income. Our high-end customers are largely foreign, primarily from the Far East, and our revenues from these customers can be affected by economic conditions in their regions and the global economy as a whole.

Quarter versus Quarter

        Net revenues were $1.02 billion for the three months ended March 31, 2003, an increase of 1% from net revenues of $1.0 billion for the same period in 2002. Current year results benefited from strong hotel and other non-gaming results throughout much of the quarter, offset by lower gaming revenues.

        Casino revenues decreased by 4% in the 2003 quarter, to $545 million from $567 million in 2002. Table games volume, including baccarat, was down 1% from the 2002 quarter. Table games hold percentages were within a normal range for both periods, but the hold percentage was higher in last year's quarter. Slot revenue in the quarter was up 4% from 2002. Bellagio's slot revenues increased 10% in the quarter over last year, its fourth straight quarter of double-digit year-over-year slot revenue growth. New York-New York also posted a strong 19% increase in slot revenues over last year. This resort has benefited from improved food and beverage, entertainment and retail offerings, and in 2002 a portion of the slot floor was out of service. MGM Grand Detroit slot revenues were down 3% compared to last year, consistent with the overall market's revenue decline of 4%, as reported by the Michigan Gaming Control Board.

        Room revenues were $226 million in the first quarter of 2003, an increase of 9% over the first quarter of 2002. Improved visitation trends in Las Vegas, coupled with a strong first quarter convention calendar led to the improvement. Hotel occupancy was 90% in the first quarter of 2003, up slightly over 89% in 2002, while the ADR was $120, up 8% over 2002. As a result, REVPAR increased 8% to $108 in the 2003 first quarter when compared with 2002. With the onset of the war in Iraq and continued low consumer confidence, we witnessed shorter booking windows towards the end of the quarter, which we expect to continue into the second quarter.

        Food and beverage, entertainment, retail and other revenues showed solid gains in the first quarter. On a consolidated basis, these revenues were $364 million in the 2003 quarter, up 7% over

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$341 million in 2002. At MGM Grand Las Vegas, these revenues were up 16% over the prior-year quarter, even after the impact of closing the EFX! Theatre in January 2003. This resort's mix of dining and entertainment has improved significantly since last year, as management's transformation of the resort continues to benefit financial results. Bellagio and The Mirage also showed strong growth in food and beverage revenues, up 7% and 8%, respectively.

        For the quarter, operating income of $168 million was down 19% from the year-ago period. The decrease was primarily the result of increased labor costs in the quarter, along with increased property taxes and insurance costs. Our labor costs reflect primarily the volume of guests in our resorts, while spending per guest was less than historical spending. In addition, we are operating under a new union contract since June 1, 2002, which has increased labor rates for a significant number of our employees.

        We also incurred higher preopening expenses and net property transactions. Preopening and start-up expenses of $7 million included $4 million related to our share of the preopening expenses incurred by Borgata and $2 million related to continued implementation of our Players Club loyalty program. Net property transactions of $7 million included asset impairments and demolition costs associated with the closure of the EFX! Theatre of $5 million and other asset impairments at MGM Grand Las Vegas of $1 million. We closed the EFX! Theatre in January to make way for a new production show by Cirque du Soleil. The asset impairments related to theatre equipment and furnishings disposed of after the closure.

        Net income decreased by 38% in the 2003 quarter due primarily to the decrease in operating income and higher net interest expense. Net interest expense increased due to the suspension of development at our wholly-owned Atlantic City project, resulting in lower capitalized interest, and the prior year savings from interest rate swaps.

Liquidity and Capital Resources

        As of March 31, 2003, we held cash and equivalents of $172 million, compared to $211 million at December 31, 2002, as we require more cash on hand at year-end due to the New Year's holiday. Cash provided by operating activities was $148 million in the 2003 first quarter, compared to $228 million in the 2002 period. The decrease was the result of the decrease in operating income along with a larger decrease in accrued liabilities in the current year and a larger tax benefit from stock option exercises in 2002.

        Cash used in investing activities was $83 million in 2003 compared to $98 million in 2002. Capital expenditures were higher in 2003—$86 million versus $54 million—and included continued implementation of new slot technology, the Bellagio expansion, and construction of the new theatres for Cirque du Soleil at New York-New York and MGM Grand Las Vegas. We contributed $37 million to Borgata last year in the first quarter, while the current year's contributions were only $2 million. We anticipate making our final capital contributions to Borgata, of up to $40 million, in the second and third quarters of 2003. Borgata is anticipated to open this summer.

        Cash used in financing activities was $103 million in 2003 compared to $127 million in 2002. In the 2003 quarter, we reduced debt by $34 million, and repurchased 2.6 million shares of our common stock at a total cost of $67 million. We completed a pre-existing 10 million share repurchase authorization in the first quarter of 2003, and, in February 2003, received Board of Director approval to repurchase an additional 10 million shares. At March 31, 2003, we were authorized to repurchase 8.8 million shares under this program.

        In early April 2003, we extended the maturity of our 364-day revolving credit facility to April 2, 2004 and reduced the total commitment of the facility to $525 million from $600 million. After giving effect to the extension of the 364-day credit facility, the Company had approximately $642 million of available borrowings under its senior credit facilities as of March 31, 2003.

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        We expect to finance operations, capital expenditures and existing debt obligations through cash flow from operations, cash on hand, bank credit facilities and, depending on market conditions, public offerings of securities under our shelf registration statement.

Market Risk

        Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities and commercial paper program. As of March 31, 2003, long-term fixed rate borrowings represented approximately 64% of our total borrowings. Assuming a 100 basis-point change in LIBOR, our annual interest cost would change by approximately $19 million.

Safe Harbor Provision

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this report contains statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities, as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to competition, development and construction activities, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or international economic conditions (including sensitivity to fluctuations in foreign currencies), pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions) and application for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations).

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

        We incorporate by reference the information appearing under "Market Risk" in Part I, Item 2 of this Form 10-Q.

Item 4.    Controls and Procedures

        Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective. This conclusion is based on an evaluation conducted in April and May 2003 under the supervision and with the participation of Company management. Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

        There have been no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above.

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Part II.    OTHER INFORMATION

Item 1.    Legal Proceedings

        For complete information on material legal proceedings to which the Company and its subsidiaries are a party, see the Company's Annual report on Form 10-K for the year ended December 31, 2002.

Item 6.    Exhibits and Reports on Form 8-K

(a)

Exhibits



10.1

Third Amended and Restated 364-Day Loan Agreement, dated as of April 4, 2003, among the Company, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC, as Co-Borrowers, the Banks, Syndication Agent, Documentation Agents, Co-Documentation Agents, Co-Agents and Managing Agents therein named and Bank of America, N.A., as Administrative Agent, and Banc of America Securities, LLC, as Lead Arranger and Sole Book Manager.



10.2

Sixth Amendment Agreement, dated as of November 22, 2002, among the Company, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC, as Co-Borrowers, the Banks named therein, and Bank of America, N.A., as Administrative Agent.



10.3

Seventh Amendment Agreement, dated as of April 4, 2003, among the Company, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC, as Co-Borrowers, the Banks named therein, and Bank of America, N.A., as Administrative Agent.



99.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



99.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b)

Reports on Form 8-K.

The Company filed the following Current Report on Form 8-K during the quarter ended March 31, 2003:

Current Report on Form 8-K, dated February 5, 2003, filed by the Company on February 10, 2003 in which events under Item 5, Other Events and Regulation FD Disclosure, and Item 7, Financial Statements and Exhibits, were reported.

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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, J. Terrence Lanni, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of MGM MIRAGE;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

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