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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
Commission file number: 1-3952
SIBONEY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 73-0629975
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
325 NORTH KIRKWOOD ROAD, SUITE 300, ST. LOUIS, MO 63122
(Address of principal executive offices)
(Zip Code)
314-822-3163
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days: YES [X] NO [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Title of class of Number of shares outstanding
common stock as of the date of this report
----------------- -----------------------------
COMMON STOCK, PAR VALUE 16,996,704
$.10 PER SHARE
INDEX
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet, March 31,
2003 and December 31, 2002 3
Condensed Consolidated Statement of Stockholders' Equity,
March 31, 2003 and December 31, 2002 4
Condensed Consolidated Statement of Operations,
Three Months Ended March 31, 2003
and March 31, 2002 5
Condensed Consolidated Statement of Cash Flows, Three
Months Ended March 31, 2003 and March 31, 2002 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 13
ITEM 4. CONTROLS AND PROCEDURES 13
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 14
CERTIFICATIONS 15
2
PART I - FINANCIAL INFORMATION
------------------------------
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
------
DECEMBER 31,
MARCH 31, 2002 (SEE
2003 NOTE BELOW)
----------- -----------
CURRENT ASSETS
- --------------
Cash $ 429,066 $ 568,947
Accounts receivable 1,026,270 1,613,674
Inventories 399,822 402,144
Prepaid expenses 157,811 171,041
Deferred tax asset 198,000 48,000
----------- -----------
TOTAL CURRENT ASSETS 2,210,969 2,803,806
PROPERTY AND EQUIPMENT (Net of accumulated depreciation of
- ----------------------
$722,166 at March 31, 2003 and $780,690 at December 31, 2002) 387,390 410,789
OTHER ASSETS (NOTE 3) 2,721,093 2,656,640
----------- -----------
$ 5,319,452 $ 5,871,235
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
- -------------------
Current portion of long-term debt $ 356,043 $ 398,852
Current portion of capitalized lease obligation 23,383 24,796
Accounts payable 110,609 294,192
Accrued expenses 339,332 397,423
----------- -----------
TOTAL CURRENT LIABILITIES 829,367 1,115,263
----------- -----------
LONG-TERM LIABILITIES
- ---------------------
Long-term debt 105,934 150,621
Capitalized lease obligation 55,183 61,147
Deferred tax liability 93,600 93,600
----------- -----------
TOTAL LONG-TERM LIABILITIES 254,717 305,368
----------- -----------
STOCKHOLDERS' EQUITY
- --------------------
Common stock:
Authorized 100,000,000 shares at $0.10 par value; issued
and outstanding 16,996,704 at March 31, 2003 and
16,796,704 at December 31, 2002 1,699,671 1,679,671
Additional paid-in capital 25,658 18,908
Retained earnings 2,510,039 2,752,025
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 4,235,368 4,450,604
----------- -----------
$ 5,319,452 $ 5,871,235
=========== ===========
NOTE: The balance sheet at December 31, 2002 has been derived from the audited financial statements
at that date and condensed.
See accompanying notes to unaudited condensed consolidated financial statements.
3
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK
-------------------------------
ADDITIONAL TOTAL
PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
-----------------------------------------------------------------------------------------------
BALANCE -
DECEMBER 31, 2002 16,796,704 $ 1,679,671 $ 18,908 $ 2,752,025 $ 4,450,604
ISSUANCE OF COMMON
STOCK 200,000 20,000 6,750 -- 26,750
NET LOSS -- -- -- (241,986) (241,986)
-----------------------------------------------------------------------------------------------
BALANCE -
MARCH 31, 2003 16,996,704 $ 1,699,671 $ 25,658 $ 2,510,039 $ 4,235,368
===============================================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
4
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------------------
2003 2002
---- ----
REVENUES $1,529,428 $1,868,230
COST OF PRODUCT SALES 378,134 432,221
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,535,978 1,385,159
---------- ----------
INCOME (LOSS) FROM OPERATIONS (384,684) 50,850
---------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (7,637) (6,760)
Miscellaneous 335 971
---------- ----------
TOTAL OTHER EXPENSE (7,302) (5,789)
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (391,986) 45,061
---------- ----------
INCOME TAX BENEFIT 150,000 -
========== ==========
NET INCOME (LOSS) $ (241,986) $ 45,061
========== ==========
EARNINGS (LOSS) PER COMMON SHARE-BASIC $ (0.01) $ 0.00
========== ==========
EARNINGS (LOSS) PER COMMON SHARE-DILUTED $ (0.01) $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING-BASIC 16,890,037 16,768,150
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING-DILUTED 17,225,519 17,239,362
========== ==========
See accompanying notes to unaudited condensed consolidated financial statements.
5
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
---- ----
CASH FLOWS FROM OPERATIONS
- --------------------------
Net income (loss) $(241,986) $ 45,061
Adjustments to reconcile net income to net cash provided by operations:
Depreciation 51,216 34,297
Amortization 123,870 133,071
Deferred income tax (150,000) --
Change in assets and liabilities:
Decrease in accounts receivable 587,404 19,289
(Increase) decrease in inventories 2,323 (21,780)
(Increase) decrease in prepaid expenses & deposits 4,977 (15,594)
Decrease in accounts payable and accrued expenses (241,674) (146,051)
--------- ---------
NET CASH PROVIDED BY OPERATIONS 136,130 48,293
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Payments for equipment (27,815) (26,494)
Payments for capitalized software development cost (143,355) (185,876)
Payments for assets of unrelated entity (36,718) (30,402)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (207,888) (242,772)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Proceeds from issuance of common stock 26,750 6,980
Proceeds from long-term debt -- 260,000
Payments on capital leases (7,376) (2,401)
Principal payments on long-term debt (87,497) (87,737)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (68,123) 176,842
--------- ---------
NET DECREASE IN CASH (139,881) (17,637)
CASH - BEGINNING OF PERIOD 568,947 378,234
--------- ---------
CASH - END OF PERIOD $ 429,066 $ 360,597
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 8,410 $ 7,808
See accompanying notes to unaudited condensed consolidated financial statements.
6
SIBONEY CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of March 31, 2003, the
condensed consolidated statement of stockholders' equity for the
three-month period ended March 31, 2003, the condensed consolidated
statement of operations for the three-month periods ended March 31, 2003
and 2002 and the condensed consolidated statement of cash flows for the
three-month periods then ended have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which
include only recurring adjustments) necessary to present fairly the
financial position at March 31, 2003 and the results of operations for
all of the periods reported have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002. The results of
operations for the period ended March 31, 2003 are not necessarily
indicative of the operating results for the full year.
2. INVENTORIES
Inventories consist of:
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
Raw materials $300,548 $336,191
Finished goods 99,274 65,953
-------- --------
$399,822 $402,144
======== ========
3. OTHER ASSETS
Other assets consist of:
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
Software development costs $2,504,062 $2,360,707
Goodwill 1,223,334 1,186,616
Covenants not to compete 300,000 300,000
Deposits 14,835 6,585
---------- ----------
4,042,231 3,853,908
Less: Accumulated amortization 1,321,138 1,197,268
---------- ----------
$2,721,093 $2,656,640
========== ==========
7
The Company capitalizes costs associated with the development of computer
software for sale. Costs are capitalized at the point the Company determines
that it is technologically feasible to produce the software title. Such
costs are amortized at the greater of the amount computed using (a) the
ratio that current gross revenues for a product bear to the total of current
and anticipated future gross revenues for each product or (b) the
straight-line method over the remaining estimated economic life of the
product. Amortization begins when the product is available for general
release to customers.
Goodwill represents the purchase price of an acquired company's assets in
excess of the fair value of those net assets at the date of acquisition.
Covenants not to compete are being amortized on a straight-line basis over
two years, which is the life of the covenant agreements.
Amortization expense charged against earnings amounted to:
THREE MONTHS ENDED
MARCH 31,
--------------------------------------
2003 2002
---- ----
Software development costs $ 111,370 $ 95,571
Covenants not to compete 12,500 37,500
------------ ------------
$ 123,870 $ 133,071
============ ============
4. STOCK BASED COMPENSATION
The Company applies APB Opinion No. 25 and related interpretations in
accounting for all the plans. Accordingly, no compensation cost has been
recognized under these plans. The Company has adopted the disclosure-only
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" and
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure," which was released in December 2002 as an amendment to SFAS No.
123. The following table illustrates the effect on net income (loss) and
earnings per share if the fair value based method had been applied to all
awards.
8
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
---- ----
Reported net income (loss) $ (241,986) $ 45,061
Stock-based employee compensation expense
determined under the fair value based method,
net of related tax effects (21,487) (20,055)
----------- ----------
Pro forma net income (loss) $ (263,473) $ 25,006
=========== ==========
Income (loss) per share (basic and diluted)
As reported $ (0.01) $ 0.00
Pro forma $ (0.02) $ 0.00
9
SIBONEY CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company's principal subsidiary, Siboney Learning Group, Inc. ("SLG"),
publishes and distributes educational software, primarily for schools. The
Company has 52 full-time employees.
The Company has served the educational market for more than 35 years. Since
1986, the Company's main business has been publishing educational software
in reading, language arts, math, science and English as a Second Language
for students and teachers in levels kindergarten through adult. The Company
is best known for its software which is designed to motivate students to
master key skills and keep track of student progress for teachers to review.
The Company's growing portfolio of products now includes more than 170
active titles that focus on teaching basic skills and new concepts while
meeting the different learning needs of all students through time-on-task
instruction. Popular titles include Math Concepts, Phonics Mastery, Reading
Concepts, Touchdown Math, Diascriptive Reading and Process Writing.
Siboney Learning Group currently offers five distinct product categories
which are developed, marketed and supported by the same core team: GAMCO
Educational Software; Orchard Teacher's Choice Software; Teacher Support
Software; Educational Activities Software; and Journey. These products allow
the Company to offer a comprehensive product selection to schools and adult
education centers at a variety of budget levels.
GAMCO Educational Software ("GAMCO"), the Company's original product,
provides schools with single titles and series which the Company believes
are highly motivating. GAMCO products are sold through major national and
regional school software dealers, the Company's inside sales force and its
direct catalog and promotions. All GAMCO titles include management features
that track student progress and allow teachers to modify the instruction to
meet individual learning needs.
In 1996, the Company launched Orchard Teacher's Choice Software ("Orchard").
Orchard offers schools and school districts a comprehensive curriculum-based
solution with universal management and assessment. Orchard is sold through a
network of dealers and direct and independent representatives who actively
call on schools to sell larger curriculum- and technology-based learning
solutions. Orchard includes universal management which tracks student
progress across all programs, as well as pre- and post-test assessment that
identifies problem areas and measures instructional gain. The Company
believes that Orchard has become a recognized competitor in the growing
Integrated Learning Systems market as a result of its motivating and
balanced content, strong correlation to major national tests and state
objectives, and its cost-effective pricing structure. The Company believes
that its new Orchard For Your State ("OFYS") versions will help maintain
Orchard's consistent growth in sales as schools look for proven ways to meet
the new federal mandate for accountability in all states provided in the No
Child Left Behind Act of 2001. Orchard For Your State offers schools and
school districts state-specific versions of Orchard that are directly
correlated to each state's educational standards. The No Child Left Behind
Act of 2001 will require all students in grades three to eight in all states
to take important tests based upon each state's standards. Orchard For Your
State is a direct response to, and solution for the emerging critical need
for state-specific
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
accountability and instruction. The Company has recently released 21
state-specific versions of Orchard For Your State and is planning to release
20 additional versions during the remainder of 2003.
In July 2000, the Company purchased the software assets of Teacher Support
Software ("TSS"). TSS is a 20-year-old software publisher best known for its
popular tools for teachers, including Worksheet Magic, and its effective and
comprehensive reading programs, including WordWorks. TSS products are sold
through all of the Company's sales channels as single-title solutions and as
part of comprehensive Orchard solutions. The Company has actively upgraded
older TSS products to be compatible with the computers and networks found in
schools today.
In January 2001, the Company purchased the stock of Activity Records, Inc.
and in so doing acquired Educational Activities, Inc.'s software products
which are now called Educational Activities Software ("EAS"). EAS has been a
leading publisher of software for the middle-school to adult learner market
for over 20 years. Best known for its Diascriptive(R) Reading series, EAS
has traditionally sold its products to schools, community colleges, adult
learning centers and correctional facilities through a network of
independent representatives. EAS is the Company's primary product offering
for the adult learning market and allows the Company to achieve incremental
sales growth in a growing market for instruction in basic skills for adults.
In addition, the Company sells selected EAS titles to its K-12 school
customers and has released a new comprehensive solution with universal
management called Real Achievement based upon EAS titles and appropriate
titles from the Company's portfolio of other software.
In May 2001, the Company purchased the publishing assets of The Denali
Project, L.L.C. ("Denali") based in Lansing, Michigan. This development
team, now known as Siboney Learning Group Lansing, had developed a
comprehensive and structured instructional software program in reading and
math for grades three through eight. Their original product had never been
actively marketed to schools. The Company has invested considerable time and
resources into upgrading this product, now called Journey, which is being
sold through the same channels that currently sell Orchard. The Company
believes that Journey will be an attractive complementary product for
Orchard due to its structure and sequencing of content, as well as the
Company's first web-enabled product for K-12 school customers, when it is
launched to meet demand for web-based delivery of instructional software.
The Company also has generated sales of select products through a
direct-to-the-home marketer of educational software. This alliance allows
the Company to reach families in their homes without relying on expensive
retail distribution.
The Company also has certain natural resources interests, including coal,
oil and gas, through Siboney Coal Company, Inc. and several other
subsidiaries. These interests presently are not material to the Company's
results of operations or financial condition.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods covered by the accompanying condensed
consolidated financial statements.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO MARCH 31, 2002
Total revenues decreased 18.1% or $338,803 during the three-month period
ended March 31, 2003 compared to the first quarter of 2002, reflecting lower
sales at Siboney Learning Group. Sales of the Company's Orchard Software
increased slightly during the first quarter of 2003 compared to the first
quarter of 2002 while all other sales channels decreased compared to the
same period last year. Problems in school funding due to decreased tax
revenue and the resulting budget deficits, particularly at the state level,
are forcing many schools to either delay their purchases of instructional
materials or to cut back on their purchases. The Company believes that
Orchard's market success is attributable to its comprehensive offering of
140 titles and curriculum bundles which combine state-correlated assessment
with targeted and effective instruction, delivered at costs which compare
favorably to other integrated learning systems. In addition, Orchard sales
increased as a result of the release of 21 state-specific versions of
Orchard For Your State. An additional 20 versions are expected to be
released during the remainder of 2003.
Cost of product sales decreased 12.5% or $54,087 during the first quarter of
2003 compared to the first quarter of the previous year. This decrease was
primarily due to lower sales at Siboney Learning Group. Cost of product
sales as a percentage of revenue increased from 23.3% for the first quarter
of 2002 to 24.7% for the first quarter of 2003 primarily due to an increase
in amortized research and development expenses.
Selling, general and administrative expenses increased 10.9% or $150,819
during the quarter ended March 31, 2003 compared to the first quarter of
2002, primarily due to higher business insurance costs, rent expense and
severance-related expenses.
The Company's net loss for the first quarter of 2003, primarily for the
reasons above, was $241,986, net of income tax benefits of $150,000, a
decrease of $287,047 compared to net income of $45,061 for the first quarter
of 2002. Loss per common share, basic and diluted, was $0.01 for the first
quarter of 2003 and $0.00 for 2002.
LIQUIDITY AND CAPITAL RESOURCES
Accounts receivable decreased 36% or $587,404 at March 31, 2003 compared to
December 31, 2002 due to lower sales during February and March 2003 compared
to November and December 2002.
Accounts payable decreased 62% or $183,583 at March 31, 2003 compared to
December 31, 2002 primarily due to lower author royalties payable at March
31, 2003 as a result of lower sales during the first quarter of 2003
compared to the last quarter of 2002.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
The Company has financed its business primarily with cash generated from
operating activities, accessing its bank revolving line of credit and
purchase money financing provided by the sellers of companies acquired. The
line of credit agreement, which matures in June 2003, provides for maximum
borrowings of $1.0 million and is secured by the Company's accounts
receivable, equipment and inventory. The loan agreement requires the Company
to maintain a net worth of at least $2.5 million. As of March 31, 2003, the
Company reported a net worth of $4.2 million and no balance due under the
Company's line of credit. The Company believes that it will be able to renew
its line of credit and that its available capital resources are adequate to
support its current business levels.
On March 17, 2003, the Company announced an odd lot repurchase program
whereby holders of 99 or fewer shares of Common Stock could resell all their
shares to the Company for $0.30 net cash per share. As of April 25, 2003,
approximately 300 holders of approximately 11,000 shares had accepted the
offer and the Company extended the buy back program to May 30, 2003. The
source of funds for the program is the Company's cash on hand.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company presently does not use any derivative financial instruments to
hedge its exposure to adverse fluctuations in interest rates, foreign
exchange rates, fluctuations in commodity prices or other market risks, nor
does the Company invest in speculative financial instruments. Borrowings
with the bank bear interest at prime rate and 0.25% above prime rate.
Due to the nature of the Company's borrowings, it has concluded that there
is no material market risk exposure and, therefore, no quantitative tabular
disclosures are required.
ITEM 4. CONTROLS AND PROCEDURES
Based on his evaluation on May 9, 2003, Timothy J. Tegeler, the Company's
Chief Executive Officer and Chief Financial Officer, has concluded that the
Company's disclosure controls and procedures (as defined in Rules 13a-14 and
15d-14 under the Securities Exchange Act of 1934, as amended) are effective.
There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the
date of this evaluation, including any corrective actions with regard to
significant deficiencies or material weaknesses.
***
This report contains "forward-looking statements" as that term is defined in
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Any forward-looking statements are necessarily subject
to significant uncertainties and risks. When used in this report, the words
"believes," "anticipates," "intends," "expects" and similar expressions are
intended to identify forward-looking statements. Actual results could be
materially different as a result of various possibilities. Readers are
cautioned not to place undue reliance on forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
13
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit 99.1: Certification of periodic financial
report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
U.S.C. Section 1350.
(b) Reports on Form 8-K: A Report on Form 8-K was filed by the
Registrant under Item 5 on March 17, 2003 announcing an Odd Lot
Buy Back Offer. A Report on Form 8-K was filed by the Registrant
under Item 5 on March 27, 2003 announcing audited results for
2002.
A Report on Form 8-K was filed by the Registrant under Item 5 on
April 25, 2003 announcing an extension of the Odd Lot Buy Back
Offer.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SIBONEY CORPORATION
May 12, 2003 By:/s/ Timothy J. Tegeler
----------------------------------------------------
Timothy J. Tegeler
Chief Executive Officer and
Chief Financial Officer
(Authorized officer and principal financial officer)
14
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
I, Timothy J. Tegeler, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of
Siboney Corporation;
(2) Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary in order 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 for which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls 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 Effective 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 the
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.
May 12, 2003 /s/ Timothy J. Tegeler
-------------------------------------------
Timothy J. Tegeler
Chief Executive Officer and Chief Financial
Officer
15