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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 SEPTEMBER 30, 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 17,591,079
$.10 PER SHARE
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet, September 30,
2003 and December 31, 2002 3
Condensed Consolidated Statement of Operations,
Three Months and Nine Months Ended September 30, 2003
and September 30, 2002 4
Condensed Consolidated Statement of Stockholders' Equity,
September 30, 2003 and December 31, 2002 5
Condensed Consolidated Statement of Cash Flows, Nine
Months Ended September 30, 2003 and September 30, 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
2
PART I - FINANCIAL INFORMATION
------------------------------
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
------
DECEMBER 31,
SEPTEMBER 30, 2002 (SEE
2003 NOTE BELOW)
------------- ------------
CURRENT ASSETS
- --------------
Cash $1,603,603 $ 568,947
Accounts receivable 767,587 1,613,674
Inventories 338,885 402,144
Prepaid expenses 114,532 171,041
Deferred tax asset -- 48,000
---------- ----------
TOTAL CURRENT ASSETS 2,824,607 2,803,806
PROPERTY AND EQUIPMENT (Net of accumulated depreciation
- ----------------------
of $813,260 at September 30, 2003 and $780,690 at
December 31, 2002) 395,536 410,789
OTHER ASSETS (NOTE 3) 2,722,833 2,656,640
---------- ----------
$5,942,976 $5,871,235
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
- -------------------
Current portion of long-term debt $ 219,141 $ 398,852
Current portion of capitalized lease obligation 24,019 24,796
Accounts payable 140,798 294,192
Accrued expenses 438,843 397,423
---------- ----------
TOTAL CURRENT LIABILITIES 822,801 1,115,263
---------- ----------
LONG-TERM LIABILITIES
- ---------------------
Long-term debt 27,083 150,621
Capitalized lease obligation 43,012 61,147
Deferred tax liability 223,600 93,600
---------- ----------
TOTAL LONG-TERM LIABILITIES 293,695 305,368
---------- ----------
STOCKHOLDERS' EQUITY
- --------------------
Common stock:
Authorized 100,000,000 shares at $0.10 par value; issued and
outstanding 17,591,079 at September 30, 2003 and 16,796,704
at December 31, 2002 1,759,108 1,679,671
Additional paid-in capital 38,910 18,908
Retained earnings 3,028,462 2,752,025
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 4,826,480 4,450,604
---------- ----------
$5,942,976 $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 OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
- --------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
---- ---- ---- ----
REVENUES $ 1,548,553 $ 1,915,641 $ 6,413,910 $ 6,857,462
COST OF PRODUCT SALES 461,819 464,728 1,469,785 1,531,426
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,533,845 1,373,152 4,476,625 4,314,050
----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS (447,111) 77,761 467,500 1,011,986
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense (3,431) (10,359) (17,982) (39,049)
Miscellaneous 3,938 186 4,919 1,790
----------- ----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE) 507 (10,173) (13,063) (37,259)
----------- ----------- ----------- -----------
INCOME TAX BENEFIT (EXPENSE) 172,000 5,100 (178,000) (365,900)
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (274,604) $ 72,688 $ 276,437 $ 608,827
=========== =========== =========== ===========
EARNINGS (LOSS) PER COMMON SHARE - BASIC ($0.02) $0.00 $0.02 $0.04
=========== =========== =========== ===========
EARNINGS (LOSS) PER COMMON SHARE - DILUTED ($0.02) $0.00 $0.02 $0.03
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC 17,591,080 16,792,139 17,259,902 16,781,251
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING - DILUTED 18,076,311 17,401,030 17,827,817 17,500,454
=========== =========== =========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
4
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 812,500 81,250 23,594 -- 104,844
RETIREMENT OF
COMMON STOCK (18,125) (1,813) (3,592) -- (5,405)
NET INCOME -- -- -- 276,437 276,437
-------------------------------------------------------------------------
BALANCE -
SEPTEMBER 30, 2003 17,591,079 $1,759,108 $38,910 $3,028,462 $4,826,480
=========================================================================
See accompanying notes to unaudited condensed consolidated financial statements.
5
SIBONEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
-----------------
SEPTEMBER 30,
-------------
2003 2002
---- ----
CASH FLOWS FROM OPERATIONS
- --------------------------
Net income $ 276,437 $ 608,827
Adjustments to reconcile net income to net cash provided by operations:
Depreciation 142,310 119,366
Amortization 395,944 411,216
Deferred income taxes 178,000 365,900
Change in assets and liabilities:
Decrease in accounts receivable 846,087 321,139
(Increase) decrease in inventories 63,259 (75,707)
Decrease in prepaid expenses 56,509 8,634
Decrease in accounts payable and accrued expenses (111,974) (114,382)
Decrease in deposits 3,840 522
---------- ----------
NET CASH PROVIDED BY OPERATIONS 1,850,412 1,645,515
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Payments for equipment (129,058) (219,892)
Payments for capitalized software development cost (427,259) (528,527)
Payments for assets of unrelated entity (36,718) (30,402)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (593,035) (778,821)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Proceeds from issuance of common stock 104,844 9,280
Payments to retire common stock (5,405) --
Proceeds from leases incurred -- 97,978
Principal payments on capital leases (18,911) (15,528)
Principal payments on long-term debt (303,249) (302,053)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (222,721) (210,323)
---------- ----------
NET INCREASE IN CASH 1,034,656 656,371
CASH - BEGINNING OF PERIOD 568,947 378,234
---------- ----------
CASH - END OF PERIOD $1,603,603 $1,034,605
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 8,410 $ 43,467
See accompanying notes to unaudited condensed consolidated financial statements.
6
SIBONEY CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of September 30, 2003,
the condensed consolidated statement of stockholders' equity for the
nine-month period ended September 30, 2003, the condensed consolidated
statement of operations for the nine-month and the three-month periods
ended September 30, 2003 and 2002 and the condensed consolidated
statement of cash flows for the nine-month periods ended September 30,
2003 and 2002 have been prepared by the Company, without audit. In the
opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position at September 30, 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 periods ended September 30, 2003 are not
necessarily indicative of the operating results for the full year.
2. INVENTORIES
Inventories consist of:
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------ -----------------
Raw materials $233,026 $336,191
Finished goods 105,859 65,953
-------- --------
$338,885 $402,144
======== ========
3. OTHER ASSETS
Other assets consist of:
SEPTEMBER 30, 2003 DECEMBER 31, 2002
------------------ -----------------
Software development costs $2,789,968 $2,360,707
Goodwill 1,223,334 1,186,616
Covenants not to compete 300,000 300,000
Deposits 2,741 6,585
---------- ----------
4,316,043 3,853,908
Less: Accumulated amortization 1,593,210 1,197,268
---------- ----------
$2,722,833 $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 acquired companies's assets in
excess of the fair values of those net assets at the dates of
acquisition.
Covenants not to compete are amortized on a straight-line basis over two
years, which is the life of the covenant agreements.
Amortization expense charged against earnings amounted to:
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2003 2002
---- ----
Software development costs 379,277 311,216
Covenants not to compete 16,667 100,000
-------- --------
$395,944 $411,216
======== ========
4. STOCK BASED COMPENSATION
The Company applies APB Opinion No. 25 and related interpretations in
accounting for all stock-based compensation 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 and earnings per share if the fair
value based method had been applied to all awards.
8
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2003 2002
---- ----
Reported net income $276,437 $608,827
Stock-based employee compensation expense
determined under the fair value based
method, net of related tax effects (25,216) (24,691)
-------- --------
Pro forma net income $251,221 $584,136
======== ========
Income per share (basic and diluted)
As reported $ 0.02 $ 0.03
Pro forma $ 0.01 $ 0.03
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 49 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:
Orchard Teacher's Choice Software; Teacher Support Software; Educational
Activities Software; Journey and GAMCO Educational Software. These
products allow the Company to offer a comprehensive product selection to
schools and adult education centers at a variety of budget levels.
Orchard Teacher's Choice Software ("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 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 accountability and instruction. The Company has released 30
state-specific versions of Orchard For Your State and is planning to
revise and release 10 additional versions during the remainder of 2003.
The Teacher Support Software ("TSS") product line which was acquired in
2000, is 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
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
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.
The Company's Educational Activities Software ("EAS") line, which was
acquired in 2001, is best known for its Diascriptive Reading series,
which is sold through a network of independent representatives to
schools, community colleges, adult learning centers and correctional
facilities. This line 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. The Company has also committed developmental resources to web
enable selected EAS titles since the older learner market appears to be
increasingly responsive to software delivered to students over the
Internet. 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.
Journey, the comprehensive software product line acquired in 2001 has
been upgraded to be competitive with other structured comprehensive
solutions. The Company believes that Journey is an attractive
complementary product for Orchard due to its structured and sequenced
content that adapts to individual learning needs. The Company is
presently web-enabling Journey and the new web-enabled version is
planned for release in 2004.
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.
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 coal, oil and gas interests through several
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 as of the dates and during the periods covered by
the accompanying condensed consolidated financial statements.
THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO SEPTEMBER 30, 2002
Total revenues decreased 19.2% or $367,088 during the three-month period
ended September 30, 2003 compared to the third quarter of 2002,
reflecting decreased sales by Siboney Learning Group. Lower revenues
were the result of the continuation of declining state budgets for
education, which caused reduced school and district spending. This
negatively impacted sales of the Company's Orchard Software product,
which declined approximately 26% and accounted for approximately 73% of
revenues. Revenues derived from the Company's other educational
software products, including Educational Activities software for adult
learners and lower priced single title solutions, increased
approximately 19%. The Company also believes that the high volume of
orders received in June 2003, during the second quarter, negatively
impacted revenue volume for July and the third quarter of 2003.
Cost of product sales remained relatively constant, decreasing 0.6% or
$2,909 during the third quarter of 2003 compared to the third quarter of
the previous year. Cost of product sales as a percentage of revenue
increased from 24.3% for the third quarter of 2002 to 29.8% for the
third quarter of 2003 primarily due to an increase in amortized research
and development expenses and an increase in royalty expenses.
Selling, general and administrative expenses increased 11.7% or $160,693
during the quarter ended September 30, 2003 compared to the third
quarter of 2002, primarily due to increased salary and payroll related
expenses.
The Company's net loss for the third quarter of 2003 was $274,604, net
of income tax benefit of $172,000, and compares to net income of
$72,688, net of income tax benefit of $5,100, for the third quarter of
2002, primarily due to the reasons discussed above. Loss per common
share, basic and diluted, was $0.02 for the third quarter of 2003
compared to $0.00, basic and diluted, for the third quarter of 2002.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO SEPTEMBER 30, 2002
Total revenues decreased 6.5% or $443,552 during the nine-month period
ended September 30, 2003 compared to the corresponding period in 2002,
reflecting lower sales at Siboney Learning Group. This decrease was
primarily a result of the impact of declining state budgets upon school
spending which cuts across all the Company's educational software
product lines. While sales of the Company's Educational Activities
software product line for older learners increased approximately 10%,
sales of the Company's Orchard Software product line decreased
approximately 3% as a result of the reduced number of district-wide
sales, which have historically accounted for increased Orchard Software
sales. Sales of single title solutions were also lower.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Cost of product sales decreased 4.0% or $61,641 during the nine-month
period ended September 30, 2003 compared to the first nine months of the
previous year. This decrease was primarily due to lower material
expenses. Cost of product sales as a percentage of revenue increased to
22.9% for the first nine months of 2003 compared to 22.3% for the first
nine months of 2002.
Selling, general and administrative expenses increased 3.8% or $162,575
during the first nine months of 2003 compared to the nine-month period
of 2002 primarily due to increased salaries and professional fees.
The Company's net income for the nine-month period ended September 30,
2003 was $276,437, net of income tax expense of $178,000, a decrease of
$332,390 compared to net income of $608,827, net of income tax expense
of $365,900, for the nine-month period ended September 30, 2002,
primarily for the reasons discussed above. Income per common share,
basic and diluted, was $0.02 for the nine-month period ended September
30, 2003 compared to income per common share of $0.04, basic and $0.03
diluted for the nine-month period ended September 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
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 2004, 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 September 30, 2003, the Company reported a net worth of $4.8
million and no balance was outstanding 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.
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 as of the end of the period covered by this
report, 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-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) are effective.
There have been no changes in internal controls over financial reporting
during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
13
***
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.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibits required as part of this report are listed
in the index appearing on page 15.
(b) Reports on Form 8-K: None
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
November 10, 2003 By:/s/ Timothy J. Tegeler
----------------------------
Timothy J. Tegeler
Chief Executive Officer and
Chief Financial Officer
(Authorized officer and principal
financial officer)
14
INDEX TO EXHIBITS
Exhibit
- -------
31 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section # 302 of the Sarbanes-Oxley Act of 2002
32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15