-----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, WRN/W1D2z7K+5a7wCSR49K8Han922ypUuoGazNgrtO79P1YqID7PfOGLmBzWn8a1 r4YbeAEK+jwhwG347StIqA== 0000950123-03-011341.txt : 20031014 0000950123-03-011341.hdr.sgml : 20031013 20031014105031 ACCESSION NUMBER: 0000950123-03-011341 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRMO CORP CENTRAL INDEX KEY: 0001042017 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133754422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-29346 FILM NUMBER: 03938302 BUSINESS ADDRESS: STREET 1: 271 NORTH AVE STREET 2: SUITE 520 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 9146363432 MAIL ADDRESS: STREET 1: 271 NORTH AVENUE STREET 2: SUITE 520 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 FORMER COMPANY: FORMER CONFORMED NAME: FRM NEXUS INC DATE OF NAME CHANGE: 19970708 10-Q 1 y90640e10vq.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to________ COMMISSION FILE NUMBER: 0-29346 FRMO CORP. (Exact name of registrant as specified in its charter) DELAWARE 13-3754422 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 271 NORTH AVENUE, NEW ROCHELLE, NY 10801 (Address of principal executive offices) (Zip Code) (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (914) 632-6730 -------------------------------------------------- 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. Yes /x/ No / / APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ( ) No ( ) APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, at September 7, 2003: 36,083,774 FRMO CORP. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2003
Page No. ------- PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements.................................................................. 2 Balance Sheets - August 31, 2003 (Unaudited) and February 28, 2003 ................... 2 Statements of Income (Unaudited) - Three and six months ended August 31, 2003 and 2002 3 Statements of Cash Flows (Unaudited) - Six months ended August 31, 2003 and 2002 ..... 4 Notes to Financial Statements (Unaudited) ............................................ 5 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk ........................... 9 ITEM 4. Controls and Procedures .............................................................. 9 PART II - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders .................................. 10 ITEM 6. Exhibits and Reports on Form 8-K SIGNATURES ................................................................................... 10 CERTIFICATIONS ............................................................................... 11
- 1 - FRMO CORP. BALANCE SHEETS AUGUST 31, FEBRUARY 28, 2003 2003 -------------------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 141,300 $ 135,003 Accounts receivable 20,000 20,500 ------------------------- Total current assets 161,300 155,503 ------------------------- Other assets: Intangible assets, net of accumulated amortization of $16,932 at August 31, 2003 and $13,069 at February 28, 2003 60,321 64,184 Investments in unconsolidated subsidiaries 5,000 5,000 ------------------------- Total other assets 65,321 69,184 ------------------------- Total assets $ 226,621 $ 224,687 ========================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 16,271 $ 20,551 Income taxes payable -- 11,587 Deferred income 4,667 7,008 ------------------------- Total current liabilities 20,938 39,146 Stockholders' equity: Preferred stock - $.001 par value; Authorized - 2,000,000 shares; Issued and outstanding - 50 shares Series R -- -- Common stock - $.001 par value; Authorized - 90,000,000 shares; Issued and outstanding - 36,083,774 shares 36,083 36,083 Capital in excess of par value 3,328,135 3,322,136 Retained earnings 60,089 45,947 ------------------------- 3,424,307 3,404,166 Less: Receivables from shareholders for common stock issuance 3,218,625 3,218,625 ------------------------- Total stockholders' equity 205,682 185,541 ------------------------- Total liabilities and stockholders' equity $ 226,620 $ 224,687 ========================= See notes to interim financial statements. - 2 - FRMO CORP. STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED AUGUST 31, AUGUST 31, 2003 2002 2003 2002 ------------------------- ------------------------- Revenues Consulting $ 17,153 $ 23,814 $ 35,679 $ 42,540 Research fees 7,607 3,157 11,337 7,205 Subscription fees 1,667 -- 2,667 3,009 Income from investments in unconsolidated subsidiaries -- 8,083 -- 13,751 ------------------------- ------------------------- Total income 26,427 35,054 49,683 66,505 ------------------------- ------------------------- Costs and expenses Amortization 1,931 1,932 3,863 3,497 Contributed services 3,000 3,000 6,000 6,000 Accounting 2,250 4,493 4,500 5,993 Shareholder reporting 10,363 6,474 15,363 12,746 Office expenses 285 1,513 246 3,013 Other 116 203 236 251 ------------------------- ------------------------- Total costs and expenses 17,945 17,615 30,208 31,500 ------------------------- ------------------------- Income from operations 8,482 17,439 19,475 35,005 Dividend income 198 248 474 514 ------------------------- ------------------------- Income from operations before provision for income taxes 8,680 17,687 19,949 35,519 Provision for income taxes 2,613 6,334 5,807 8,999 ------------------------- ------------------------- Net income $ 6,067 $ 11,353 $ 14,142 $ 26,520 ========================= ========================= Basic earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.01 ========================= ========================= Diluted earnings per common share $ 0.00 $ 0.00 $ 0.00 $ 0.01 ========================= ========================= Average shares of common stock outstanding: Basic 3,897,524 3,897,524 3,897,524 3,897,524 ========================= ========================= Diluted 3,947,524 3,947,524 3,947,524 3,947,524 ========================= =========================
See notes to interim financial statements. - 3 - FRMO CORP. Statements of Cash Flows (Unaudited)
SIX MONTHS ENDED AUGUST 31, 2003 2002 ------------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 14,142 $ 26,520 Adjustments to reconcile net income to net cash provided by operating activities Reinvested income -- (13,751) Amortization 3,863 3,497 Contributed services 6,000 6,000 Changes in operating assets and liabilities: Accounts receivable 500 (24,795) Accounts payable and other current liabilities (15,867) 7,783 Deferred income (2,341) 179 ------------------------ Net cash provided by operating activities 6,297 5,433 Net increase in cash and cash equivalents 6,297 5,433 Cash and cash equivalents, beginning of period 135,003 83,411 ------------------------ Cash and cash equivalents, end of period $ 141,300 $ 88,844 ======================== ADDITIONAL CASH FLOW INFORMATION Interest paid $ -- $ -- ======================== Income taxes paid $ 5,840 $ 2,983 ======================== NONCASH INVESTING AND FINANCING ACTIVITIES Reinvested income from investments in unconsolidated subsidiaries $ -- $ 5,688 ========================
See notes to interim financial statements. - 4 - FRMO CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED AUGUST 31, 2003 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in response to the requirements of Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring items) necessary to present fairly the financial position as of August 31, 2003; results of operations for the three and six months ended August 31, 2003 and 2002; and cash flows for the six months ended August 31, 2003 and 2002. For further information, refer to the Company's financial statements and notes thereto included in the Company's Form 10-K for the year ended February 28, 2003. The balance sheet at February 28, 2003 was derived from the audited financial statements as of that date. Results of operations for interim periods are not necessarily indicative of annual results of operations. 2. INTANGIBLE ASSETS RESEARCH AGREEMENTS In March 2001, the Company acquired the research service fees that Horizon Research Group receives from The Kinetics Paradigm Fund in exchange for 80,003 shares of common stock. The value of the shares issued in this transaction was $51,003. The Company is amortizing the cost of The Kinetics Paradigm Fund research agreement over ten years using the straight-line method. SUBSCRIPTION REVENUES In October 2001, the Company acquired a 2% interest in the subscription revenues from subscribers to The Capital Structure Arbitrage Report that Horizon Research Group and another third party receive. Consideration for this interest consisted of the issuance of 50 shares of Series R preferred stock. The value of the shares issued in both of these transactions aggregated $26,250. The Company is amortizing the purchase of these subscription agreements over ten years using the straight-line method. At the time of these transactions, a 2% interest in the subscription revenues amounted to $3,018 per annum. Intangible assets consist of the following: AUGUST 31, FEBRUARY 28, 2003 2003 -------------------------- Research agreements $ 51,003 $ 51,003 Subscription revenue 26,250 26,250 -------------------------- 77,253 77,253 Less accumulated amortization 16,932 13,069 -------------------------- Intangible assets, net $ 60,321 $ 64,184 ========================== For the six months ended August 31, 2003 and 2002, amortization of intangible assets was $3,863 and $3,497. - 5 - 3. NET INCOME PER COMMON SHARE AND PER COMMON SHARE EQUIVALENT Basic earnings per common share for the three and six months ended August 31, 2003 and 2002 are calculated by dividing net income by weighted average common shares outstanding during the period. Diluted earnings per common share for the three and six months ended August 31, 2003 and 2002, are calculated by dividing net income by weighted average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows: THREE AND SIX MONTHS ENDED AUGUST 31, 2003 2002 ------------------------ Weighted average common shares 3,897,524 3,897,524 Effect of dilutive securities: Conversion of preferred stock 50,000 50,000 ------------------------ Dilutive potential common shares 3,947,524 3,947,524 ======================== 4. COMPENSATION FOR CONTRIBUTED SERVICES Two officers/shareholders performed services for the Company during the six months ended August 31, 2003 and 2002 for which no compensation was paid. The Company recorded a charge to operations for these contributed services of $6,000 and a corresponding credit to paid in capital for each period. 5. INCOME TAXES The provision for income taxes consist of the following: THREE MONTHS ENDED SIX MONTHS ENDED AUGUST 31, AUGUST 31, 2003 2002 2003 2002 ------------------------- ----------------------- Current: Federal $ 1,600 $ 5,018 $ 3,554 $ 7,382 State 1,013 1,326 2,253 1,617 ------------------------- ----------------------- Total current 2,613 6,344 5,807 8,999 ------------------------- ----------------------- Deferred: Federal -- -- -- -- State -- -- -- -- ------------------------- ----------------------- Total deferred -- -- -- -- ------------------------- ----------------------- Total $ 2,613 $ 6,344 $ 5,807 $ 8,999 ========================= ======================= - 6 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION All statements contained herein that are not historical facts, including but not limited to, statements regarding future operations, financial condition and liquidity, capital requirements and the Company's future business plans are based on current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause actual results to differ materially are changes in the financial markets, which affect investment managers, investors, mutual funds and the Company's consulting clients, and other risk factors described herein and in the Company's reports filed and to be filed from time to time with the Commission. The discussion and analysis below is based on the Company's unaudited Financial Statements for the three and six months ended August 31, 2003 and 2002. The following should be read in conjunction with the Management's Discussion and Analysis of results of operations and financial condition included in Form 10-K for the year ended February 28, 2003. OVERVIEW By reason of the spin-off transaction described in Form 10-K for the year ended February 28, 2002, the Company had a new start in terms of its continuing business and its financial statements. After the spin-off, its balance sheet consisted of $10,000 in assets, no liabilities and 1,800,000 shares of common stock. On January 23, 2001 the Company issued an additional 34,200,000 shares of common stock for $3,258,000 to be paid as set forth in Item 1 of Form 10-K for the year ended February 28, 2001. Since its new start on January 23, 2001, FRM completed the following transactions through August 31, 2003: i. The Company invested $5,000 in FRM NY Capital, LLC, a limited liability venture capital company whereby the substantial investment of financial capital will be made by unrelated parties but where FRM will have a carried interest based on leveraging the creative services of its personnel (its intellectual capital). ii. A consulting agreement was signed effective January 1, 2001, whereby FRM is currently receiving approximately $20,000 a year from the manager of Santa Monica Partners, LP, a director and shareholder of FRM, for access to consultations with the Company's personnel designated by Murray Stahl and Steven Bregman. Santa Monica Partners, L.P. is a private fund, which owns 218,000 shares of common stock of FRM. iii. In March 2001 FRM acquired the research service fees that Horizon Research Group had received from The Kinetics Paradigm Fund in exchange for 80,003 shares of FRM common stock. Management believes that the growth of that Fund in the current fiscal year and future years will increase the current level of research fees for which the stock consideration was paid. The Kinetics Paradigm Fund outperformed the S&P 500 Index by approximately 13 percentage points in its first fiscal year of operation, Calendar 2000. During 2001, it outperformed the S&P 500 Index by 14 percentage points and, during 2002, by 17 percentage points. In August 2003, The Kinetics Paradigm Fund was assigned a five-star rating by Morningstar, Inc., the fund rating service. This is Morningstar's highest rating and is often the basis on which mutual fund investors seek to select funds. During calendar 2003, through September 30, 2003, the Fund outperformed the S&P 500 by a further 12 percentage points. iv. In October 2001, FRM acquired a 2% interest in the subscription revenues from The Capital Structure Arbitrage Report that Horizon Research Group and another third party receive, in exchange for 50 shares of Series R preferred stock. While the subscriptions are minimal at the present time, management believes that they will grow in future years. v. In February 2002, FRM acquired a 7.71% interest in Kinetics Advisors, LLC and the Finder's Fee Share Interest from the Stahl Bregman Group, in exchange for 315 shares of FRM common stock. Kinetics Advisors, LLC controls and provides investment advice to Kinetics Partners, LP, a hedge fund and to Kinetics Fund, Inc., an offshore version of Kinetics Partners. While these funds were quite small at the time - 7 - of acquisition, they have expanded significantly and management believes that they will continue to grow in future years. During its first year of operation in 2000, and in 2001, Kinetics Partners returned 23.7 and 21.6 percentage points more than the S&P 500 Index, net of management and incentive fees. In 2002, it outperformed the S&P 500 Index by 33 percentage points. Through September 30, 2003, it has outperformed the S&P 500 Index by a further 14 percentage points. RESULTS OF OPERATIONS 2003 PERIOD COMPARED TO THE 2002 PERIOD The Company's revenues from operations for the three months ended August 31, 2003 ("2003") was $26,400, a decrease of $8,600 or 25% as compared to the three months ended August 31, 2002 ("2002"). The net decrease in the three-month period was due primarily to the inclusion in 2002 of $8,100 of income from investments in unconsolidated subsidiaries. However, for comparative purposes, the $8,100 of income was completely offset during the fourth quarter of the fiscal year ended February 28, 2003, when the Company reevaluated its accounting for its investment in Kinetics Advisers, LLC and recorded an adjustment that reduced second quarter revenues by approximately $8,100. The balance of the decrease in 2003 revenues reflects a decrease of $6,700 in consulting revenues, offset by a $6,100 increase in research and subscription fees versus the 2002 period. The Company's revenues from operations for the six months ended August 31, 2003 ("2003") was $49,700, a decrease of $16,800 or 25% as compared to the six months ended August 31, 2002 ("2002"). The net decrease in the six-month period was due primarily to the inclusion in 2002 of $13,800 of income from investments in unconsolidated subsidiaries. However, for comparative purposes, the $13,800 of income was completely offset during the fourth quarter of the fiscal year ended February 28, 2003, when the company reevaluated its accounting for its investment in Kinetics Advisers, LLC and recorded an adjustment that reduced first half revenues by approximately $13,800. The balance of the decrease in 2003 revenues reflects a decrease of $6,900 in consulting revenues, offset by a $4,100 increase in research fees versus the 2002 period. Costs and expenses from operations were $18,000 during the three months ended both in August 2003 and 2002. During the six-month period ended in 2003 costs and expenses from operations decreased by $1,300 (4%) to $30,200. The result for the three-month period was due to an increase in shareholder reporting expenses, offset by declines in accounting and office expenses. The decrease for the six months ended in 2003 was due to an increase in shareholder reporting expenses, offset by decreases in accounting and office expenses. For the reasons noted above, the Company's net income for the three months ended August 31, 2003 decreased by $5,300 to $6,100, as compared to net income of $11,400 in 2002. For the same reasons, net income for the six months ended August 31, 2003 was $14,100, as compared to net income of $26,500 for the same period in 2002. Some discussion is required with respect to an asset that is presently carried at zero cost on the FRMO balance sheet and which had a negligible accounting impact on earnings in fiscal 2003 and during the six months ended August 31, 2003, yet which has a very significant economic impact on FRMO. This is the investment in Kinetics Advisers, LLC ("Kinetics Advisers"), which was acquired in February 2002 (as discussed in Part I, Item 1, under the heading Specific Business Activities, of the Form 10-K for the fiscal 2003 year). This investment takes the form of a minority interest in Kinetics Advisers, which controls and provides investment advice to two hedge funds. Kinetics Advisers has elected to reinvest in these two funds the fees to which it is entitled from them. As a consequence, FRMO will not receive its proportional interest in those fees until such time that Kinetics Advisers itself elects to receive them. Under generally accepted accounting principles, FRMO must record this investment on a cost basis, which was $205 as of February 28, 2002. However, on an economic basis, FRMO's proportional share of Kinetics Advisers' capital accounts in those funds was approximately $424,000 (pre-tax and unaudited) as of September 30, 2003, predominantly from fee income and appreciation (also pre-tax and unaudited). - 8 - LIQUIDITY AND CAPITAL RESOURCES The Company's activities during the six months ended August 31, 2003 resulted in an increase in cash of $6,300. The $6,300 increase in cash in 2003 was due to income, after adjusting for amortization and contributed services, of $24,000, offset by fluctuations in operating assets and liabilities primarily caused by timing differences. In 2002, the Company started recording non-cash compensation for contributed services from two of its executives. In 2001, those executives, who are responsible for all of the company's operations, agreed not to draw any salaries during the period of formation. There were no cash flows provided by or used in investing or financing activities during both of the six-month periods ended in 2003 and 2002. The Company expects its business to develop without the outlay of cash, since growth is expected to be a function of its intellectual property as presently represented by consulting, research and subscription fees as well as its asset-based general partner interest. EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS None. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK On January 23, 2001 the Company issued 34,200,000 shares of $.001 par value stock for $3,258,000. Only $39,375 was paid for at the time and the balance of $3,218,625 will be paid to the Company as set forth in Item 1 of Form 10-K for the year ended February 28, 2001. The Company's market risk arises principally from the obligations of the shareholders to pay for the shares of common stock of the Company based on dividends from outside sources and the income generated from the management of mutual funds. ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. - 9 - PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders held on July 17, 2003, the persons elected as directors of the Company and the voting for such persons were as follows: Authorization Name Votes For Withheld - ---- --------- -------- Murray Stahl 28,836,507 9,461 Steven Bregman 28,836,616 9,352 Peter Doyle 28,836,866 7,102 Lawrence J. Goldstein 28,836,616 9,352 Allan Kornfeld 28,838,866 7,102 David Michael 28,838,866 7,102 Lester Tanner 28,838,859 7,109 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A) EXHIBITS 31.1 - Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 - Certification by the Chief Financial Officer Pursuant to Section 302 of the Sbarbanes-Oxley Act of 2002. 32.1 - Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. B) REPORTS ON FORM 8-K None. SIGNATURE --------- 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. FRMO CORP. By: /s/ Steven Bregman ----------------------- Steven Bregman President and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: October 13, 2003 - 10 - EX-31.1 3 y90640exv31w1.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATIONS I, Murray Stahl, certify that: 1. I have reviewed this quarterly report on Form 10-Q of FRMO Corp; 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-15(e) and 15d-15(e)) 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 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; 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 Dated: October 13, 2003 By: /s/ MURRAY STAHL --------------------- Murray Stahl Chairman of the Board and Chief Executive Officer - 11 - EX-31.2 4 y90640exv31w2.txt CERTIFICATION EXHIBIT 31.2 CERTIFICATIONS I, Steven Bregman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of FRMO Corp; 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-15(e) and 15d-15(e)) 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 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; 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 Dated: October 13, 2003 By: /s/ STEVEN BREGMAN ----------------------- Steven Bregman President and Chief Operating Officer - 12 - EX-32.1 5 y90640exv32w1.txt CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Certification of CEO and CFO In connection with the Quarterly Report of FRMO Corporation (the "Company") on Form 10-Q for the period ended August 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Murray Stahl, Chief Executive Officer and Steven Bregman, Chief Financial Officer, of the Company, certify, pursuant to Section18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ MURRAY STAHL October 13, 2003 --------------------- Murray Stahl Chairman of the Board and Chief Executive Officer By: /s/ STEVEN BREGMAN October 13, 2003 ----------------------- Steven Bregman President and Chief Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request. This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. - 13 - -----END PRIVACY-ENHANCED MESSAGE-----