-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LiXIL06OIlbluM6TIScWiQOd/2UMdy1JJtMCuC+He3PmrthhXNGsMUavPmyX1/zN qYq6mzH358bL6YCLIuoyxA== 0001144204-03-007683.txt : 20031119 0001144204-03-007683.hdr.sgml : 20031119 20031119164811 ACCESSION NUMBER: 0001144204-03-007683 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROJECT GROUP INC CENTRAL INDEX KEY: 0001096789 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880392153 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28445 FILM NUMBER: 031013356 BUSINESS ADDRESS: STREET 1: 1770 ST. JAMES PLACE STREET 2: - CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136221100 MAIL ADDRESS: STREET 1: - STREET 2: - CITY: - STATE: TX ZIP: - FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL BOULEVARD INTERNATIONAL INC DATE OF NAME CHANGE: 19991013 10QSB/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A Amendment No. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED September 30, 2003. ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM ____________ TO _____________ Commission File Number 0-21931 THE PROJECT GROUP, INC. --------------------- (Exact name of small business issuer as specified in its charter) Nevada 88-0392153 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1770 St. James Place, Suite 115, Houston, Texas 77056 -------------------------- (Address of principal executive offices) (713) 622-1100 -------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. Yes X No ___ The number of shares outstanding of the Issuer's Common Stock, $.001 Par Value, as of November 17, 2003 was 53,216,000. PART 1 - FINANCIAL INFORMATION ---------------------- THE PROJECT GROUP, INC. CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2003 (UNAUDITED) - ------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash ............................................................ $ 3,143 Accounts receivable, net of allowance of $78,000 ................ 299,055 Unbilled receivables ............................................ 24,051 Prepaid expenses ................................................ 7,112 Deferred expenses ............................................... 202,750 ----------- Total current assets ............................................ 536,111 ----------- Computers and equipment, net .................................... 17,413 Software development, net ....................................... 24,947 ----------- TOTAL ASSETS .................................................... $ 578,471 =========== LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable .............................................. $ 153,230 Accrued liabilities .......................................... 491,622 Deferred revenue ............................................. 15,000 Note payable ................................................. 242,108 Note payable to shareholder .................................. 26,104 Accrued interest payable ..................................... 16,499 ----------- Total current liabilities .................................... 944,563 ----------- SHAREHOLDERS' DEFICIT Common stock, par value $.001, 200,000,000 shares authorized, 52,416,000 shares issued and outstanding ........................................... 52,416 Paid-in capital ................................................. 827,764 Deferred warrant-based compensation ............................. 130,000 Accumulated deficit ............................................. (1,376,272) ----------- Total shareholders' deficit ..................................... (366,092) ----------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ..................... $ 578,471 =========== The accompanying notes are an integral part of these financial statements. THE PROJECT GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED) 2003 2002 ------------ ------------ CONSULTING REVENUE $ 1,431,784 $ 1,081,661 COST OF CONSULTING REVENUE 520,148 446,007 ------------ ------------ GROSS PROFIT 911,636 635,654 ------------ ------------ GENERAL AND ADMINISTRATIVE General and administrative, other 190,679 87,329 Salaries and benefits 787,222 652,270 Professional and consulting fees 240,914 117,123 Bad debt expense 65,000 64,875 Travel and entertainment 128,182 67,391 ------------ ------------ Total general and administrative 1,411,997 988,988 ------------ ------------ Loss from operations (500,361) (353,334) OTHER INCOME (EXPENSE) Interest expense (139,776) (96,810) Interest income -- 9,494 Recovery of receivables previously written off -- 20,929 ------------ ------------ Loss before income taxes (640,137) (419,721) INCOME TAX PROVISION -- -- ------------ ------------ Net loss $ (640,137) $ (419,721) ============ ============ Basic and diluted loss per share $ (0.01) $ (0.01) ============ ============ Basic weighted average shares outstanding 45,111,875 40,817,930 ============ ============ The accompanying notes are an integral part of these financial statements. THE PROJECT GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED) - ----------------------------------------------------------------------------- 2003 2002 ------------ ------------ CONSULTING REVENUE $ 369,272 $ 368,374 COST OF CONSULTING REVENUE 122,211 127,430 ------------ ------------ GROSS PROFIT 247,061 240,944 ------------ ------------ GENERAL AND ADMINISTRATIVE General and administrative, other 78,254 33,247 Salaries and benefits 294,471 274,870 Professional and consulting fees 158,179 37,441 Bad debt expense 52,000 -- Travel and entertainment 47,387 22,798 ------------ ------------ Total general and administrative 630,291 368,356 ------------ ------------ Loss from operations (383,230) (127,412) OTHER INCOME (EXPENSE) Interest expense (42,006) (29,092) Interest income -- 4,125 Recovery of receivables previously written off -- 20,929 ------------ ------------ Loss before income taxes (425,236) (131,450) INCOME TAX PROVISION -- -- ------------ ------------ Net loss $ (425,236) $ (131,450) ============ ============ Basic and diluted loss per share $ (0.01) $ (0.00) ============ ============ Basic weighted average shares outstanding 50,347,522 43,684,010 ============ ============ The accompanying notes are an integral part of these financial statements. THE PROJECT GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
- ------------------------------------------------------------------------------------- 2003 2002 ----------- ----------- OPERATING ACTIVITIES Net loss $ (640,137) $ (419,721) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 16,185 8,989 Stock issued for services 124,150 (Increase) decrease in assets: Accounts receivable 130,078 (201,465) Unbilled receivable 8,067 34,397 Note receivable -- 42,200 Prepaid expense and other current assets 17,404 (455) Increase (decrease) in liabilities: Accounts payable and deferred revenue (51,150) 54,456 Accrued liabilities and deferred tax liability 327,652 186,924 ----------- ----------- Net cash used in operating activities (67,751) (294,675) ----------- ----------- INVESTING ACTIVITIES Purchase of fixed assets (13,048) (60,135) ----------- ----------- Net cash used in investing activities (13,048) (60,135) ----------- ----------- FINANCING ACTIVITIES Payment of notes payable to shareholder (8,903) (822,182) Cost of raising capital -- (8,126) Proceeds from issuance of common stock -- 44,500 Proceeds from exercise of warrants 210,000 -- Net proceeds (payments) from issuance of notes payable (117,155) 1,051,648 Stock subscriptions received -- 14,061 ----------- ----------- Net cash provided by financing activities 83,942 279,901 ----------- ----------- INCREASE (DECREASE) IN CASH 3,143 (74,909) CASH AT BEGINNING OF PERIOD -- 77,640 ----------- ----------- CASH AT END OF PERIOD $ 3,143 $ 2,731 =========== =========== SUPPLEMENTAL INFORMATION Interest paid $ 124,374 $ 78,682 =========== =========== Common stock issued for compensation and services $ 426,900 $ 127,813 =========== =========== Reduction in subscriptions receivable $ 2,609 $ 3,842 =========== =========== Common stock subscribed $ -- $ 2,812 =========== =========== Conversion of note payable to common stock $ 98,000 $ -- =========== ===========
The accompanying notes are an integral part of these financial statements. THE PROJECT GROUP, INC. NOTES TO THE FINANCIAL STATEMENTS UNAUDITED NOTE 1 - BUSINESS COMBINATION During March 2003 Global Boulevard International, Inc. ("Global") acquired substantially all of the issued and outstanding common shares of Pro Squared, Inc. ("Pro Squared") from its shareholders in a reverse merger. As consideration for the Pro Squared common shares, Global issued and exchanged 49,720,500 shares of its common stock for Pro Squared common stock. The historical financial statements prior to the merger herein presented are those of Pro Squared. In May 2003, the directors effected a one-for-two and a half (1:2.5) reverse stock split of its common stock, and in October 2003 a two-for-one (2:1) stock split. The name of Global was changed to The Project Group, Inc. ("The Project Group"). NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited financial statements of The Project Group, Inc. ("the Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the financial statements and footnotes of Pro Squared and Global on Form 10-KSB for the year ended December 31, 2002. NOTE 3 - GOING CONCERN The Project Group's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, The Project Group has suffered recurring losses from operations and is experiencing cash flow problems. This raises questions as to the ability to expand, as its customers require additional service or to attain profitable operations. The company is pursuing a strategy to raise sufficient capital through loans and/or private securities offerings. NOTE 4 - DEFERRED INCOME TAXES No federal income taxes have been paid since the inception of the Company. The net deferred tax assets that would result from use of net operating loss carryforwards has been fully reserved for in the financial statements. NOTE 5 - RECLASSIFICATIONS Certain reclassifications were made to previously reported amounts in the accompanying financial statements and notes to make them consistent with the current year presentation format. NOTE 6 - NOTES PAYABLE TO SHAREHOLDER On May 28, 2003, the Company approved a resolution modifying the terms of a note payable issued to a shareholder on December 31, 2002. The warrants issued were decreased to reflect an exercise price of $0.11 per share for the purchase of 1,000,000 pre-split shares of the Company's stock. On May 28, 2003, the Company calculated the fair market value of the warrants using the Black-Scholes option pricing model and determined that the fair market value was not material. On June 6, 2003, a $48,000 shareholder note payable was converted to shares of common stock at $0.05 per share. On June 16, 2003, a shareholder exercised warrants to purchase 200,000 pre-split shares at $0.11 per share. On July 8, 2003, a $50,000 shareholder note payable was converted to shares of common stock at $0.05 per share. On September 8, 2003, a shareholder exercised warrants to purchase 400,000 pre-split shares at $0.28 per share. NOTE 7 - EQUITY TRANSACTIONS During the third quarter 2003, warrants to purchase 6,000,000 post-split shares and 1,440,000 post-split shares of common stock were issued to employees and consultants for compensation and services. The Company calculated the fair market value of the warrants using the Black-Scholes option pricing model. The Company is amortizing the deferred warrant-based compensation expense over the service period of the consulting agreements. During August 2003, a shareholder exercised warrants to purchase 1,600,000 post-split shares of common stock for $88,000. During September 2003, a consultant exercised warrants to purchase 800,000 post-split shares for $100,000. NOTE 8- SUBSEQUENT EVENT During October 2003, warrants to purchase 800,000 post-split shares of common stock were exercised for $100,000. Item 2. Management's Discussion and Analysis During March 2003 Global Boulevard International, Inc. ("Global") acquired substantially all of the issued and outstanding common shares of Pro Squared, Inc. ("Pro Squared") from its shareholders in a reverse merger. The historical financial statements prior to the merger herein presented are those of Pro Squared. In May 2003, the directors effected a one-for-two and a half (1:2.5) reverse stock split of its common stock, and in October 2003 a two-for-one (2:1) stock split. The name of Global was changed to The Project Group, Inc. ("The Project Group"). The following discussion is intended to provide an analysis of our financial condition and should be read in conjunction with our financial statements at September 30, 2003 included herein and our financial statements, and the financial statements of Pro Squared, Inc., at December 31, 2002 included in their respective Forms 10-KSB and the notes thereto. The matters discussed in this section that are not historical or current facts deal with potential future circumstances and developments. Such forward-looking statements include, but are not limited to, the development plans for our growth, trends in the results of our development, anticipated development plans, operating expenses and our anticipated capital requirements and capital resources. Our actual results could differ materially from the results discussed in the forward-looking statements. Liquidity and capital resources To date we have raised funds through the issuance of shares of our common stock and have increased liquidity through sales of accounts receivable. The funds we have raised to date have been applied towards our corporate legal fees, accounting fees, lease payments and our general day-to-day operations. As of September 30, 2003, we had cash available of $3,143 and total current assets of $536,111. At that same date, we had total current liabilities of $944,563 with total liabilities and shareholders' deficit of $578,471. In order for us to significantly increase our current operating levels, we anticipate a need for additional funding. We can give no assurance that we will be able to maintain or expand our current operating levels. We may seek additional capital through an offering of our equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. We have not established a limit as to the amount of debt we may incur and we have not adopted a ratio of our equity to a debt allowance. If we need to obtain additional financing, the financing may not be available from any source, or may not be available on terms acceptable to us. The Company is not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity. In June 2003, a shareholder converted notes payable in the amount of $48,000 to common stock and exercised warrants to purchase 400,000 post-split shares of common stock for $22,000. During the third quarter 2003, warrants to purchase 6,000,000 post-split shares and 1,440,000 post-split shares of common stock were issued to employees and consultants for compensation and services. During August 2003, a shareholder exercised warrants to purchase 1,600,000 post-split shares of common stock for $88,000. During September 2003 a consultant exercised warrants to purchase 800,000 post-split shares for $100,000. In September 2003, a shareholder converted a $50,000 note payable into 1,000,000 post-split shares of common stock. During October 2003, warrants to purchase 800,000 post-split shares of common stock were exercised for $100,000. RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2003 The company has seen an increase in sales for the first nine months of 2003, to the highest revenue experience in our short history. Consulting revenue increased by approximately $350,000 for the first nine months of 2003, from the comparable period in 2002, to a total of $1,431,000. New customers, additional work for existing customers, and higher rates per hour for consulting services were the primary causes for the increase. Cost of consulting revenue, as a percentage of consulting revenue, decreased by 4.9% for the first nine months of fiscal year 2003, compared to the similar ratio for 2002, primarily due to increased hourly rates for client consulting service without a corresponding increase in our labor costs. General and Administrative Total General and Administrative costs increased by approximately $423,000 for the first nine months of 2003 to a total of $1,412,000 compared with $989,000 for the same period in 2002. Salaries and benefits increased by approximately $135,000 for the first nine months of fiscal year 2003, compared with same period 2002. The primary factors include costs associated with a new sales director in the first nine months of 2003 that is not in the same period of 2002, and additional personnel employed for increased business development activities and technical support that were added later in fiscal 2002 and in 2003. These increases are partially offset by increased utilization of personnel on customer projects. Professional and consulting fees increased by approximately $123,000 in the first nine months of 2003 compared to the same period in 2002. The increase reflects costs associated with the reverse acquisition of Global Boulevard International, Inc and increased use of consultants for investor relations and business planning. The increased costs were financed primarily through non-cash issuance of common stock and warrants. General and administrative travel increased approximately $60,000 for the first nine months of 2003, compared with the same period in 2002. This primarily reflected the hiring of additional sales personnel based in Dallas, Texas and Seattle, Washington and related travel costs, plus costs associated with other business development. General and administrative, other increased approximately $103,000 for the first nine months of 2003 compared to the same period in 2002. This reflects costs associated with additional administrative personnel during 2003 (telephone, insurance, supplies, other), printing and depreciation expense on assets added during the latter part of 2002. Interest Expense increased from approximately $97,000 in the first nine months of 2002, to approximately $140,000 in the first nine months of 2003. Increased use of the factoring agreement to finance larger receivables and increased interest rates resulted in increased interest costs. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2003 The company has seen an increase in sales during the first nine months of 2003. Revenues averaged approximately $123,000 per month during the third quarter 2003, approximately the same as the comparable quarter in 2002 but lower than previous 2003 quarters, reflecting delays by customers awaiting the newest 2003 version of Microsoft Project. Cost of consulting revenue, as a percentage of consulting revenue, decreased by 1.5% for the third quarter of fiscal year 2003, compared to the similar ratio for 2002, primarily due to increased hourly rates for client consulting service without a corresponding increase in our labor costs. General and Administrative Total General and Administrative costs increased by approximately $262,000 for the third quarter of 2003 to a total of $630,000 compared with $368,000 for the same period in 2002. Salaries and benefits increased by approximately $20,000 for the second quarter of fiscal year 2003, compared with same period 2002. The primary factors include costs associated with a new sales director in 2003 that are not in the same period of 2002, and additional personnel employed for increased business development activities and technical support that were added later in fiscal 2002 and stock awards to key employees, offset by increased utilization of personnel on customer projects. Professional and consulting fees increased by approximately $120,000 in third quarter 2003 compared to third quarter 2002. The increase reflects costs associated with increased use of consultants for investor relations and business planning. The increased costs were financed primarily through non-cash issuance of common stock and warrants. General and administrative travel increased approximately $25,000 for the third quarter of 2003, compared with the third quarter 2002. This primarily reflected the hiring of additional sales personnel based in Dallas, Texas, and Seattle, Washington, and related travel, plus costs associated with other business development. General and administrative, other increased approximately $45,000 for the third quarter of 2003 compared to the same period in 2002. This reflects costs associated with additional administrative personnel during 2003 (telephone, insurance, supplies, other), printing and depreciation expense on assets added during the latter part of 2002. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. ------------------------------------------------ Within the 90 days prior to the date of the Quarterly Report for the period ended September 30, 2003, we carried out an evaluation, under the supervision and with the participation of our management, including the company's Chairman and Chief Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 3a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the report that it files under the Exchange Act is recorded, processed summarized and reported within required time periods specified by the SEC's rules and forms. Based upon that evaluation, the Chairman and the Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including our consolidated subsidiaries) required to be included in the company's period SEC filings. (b) Changes in Internal Control. ------------------------------- Subsequent to the date of such evaluation as described in subparagraph (a) above, there were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In April 2003, the Company was named as a defendant in a civil action initiated In the 53rd Judicial District of Travis County, Texas brought by Collective Technologies, LLC successor in interest to Collective Technologies, Inc. The complaint names several defendants including The Project Group, The Project Group, Inc., www.projectgroup.com and Pro Squared. The complaint concerns a collection suit brought by Collective Technologies claiming that the Company is obligated to repay a debt owed by Mediatrain. The Company has never had a business relationship with Collective and in the opinion of management and its litigation counsel, the suit has no basis. The claim is for an unspecified amount including actual damages, punitive damages, interest, and attorney`s fees. ITEM 2. CHANGE IN SECURITIES For the third quarter ended September 30, 2003 the Company did not issue any unregistered shares of its common stock. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not Applicable. ITEM 5. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a. Exhibits 31.1 Certification by the Chief Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 b. For the third quarter ended September 30, 2003, we did not file a Current Report on Form 8-K. SIGNATURES ---------- In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE PROJECT GROUP, INC. Dated: November 18, 2003 By: /s/ Craig Crawford ------------------------ Name: Craig Crawford Title: President, Director Principal Executive Officer and Principal Accounting Officer EX-31.1 3 doc3.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Craig Crawford certify that: 1. I have reviewed this quarterly report on Form 10-QSB of The Project Group, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 18, 2003 /s/ CRAIG CRAWFORD - ------------------------------- Principal Executive Officer and Principal Accounting Officer EX-32.1 4 doc4.txt EXHIBIT 32.1 CERTIFICATE PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Craig Crawford, certify to the best of my knowledge and belief pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) that: (1) The Quarterly Report on Form 10-QSB for the period ended September 30, 2003, which this statement accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Quarterly Report on Form 10-QSB fairly presents, in all material respects, the financial condition and result of operations of the Registrant. Date: November 18, 2003 /s/ CRAIG CRAWFORD - ------------------------------- Principal Executive Officer and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----