10QSB 1 nmq0902.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

 

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

 

Commission file number: 0-28311

 

NET MASTER CONSULTANTS, INC.

(Exact name of small business issuer as specified in its charter)

Texas

(State or other jurisdiction of

incorporation or organization)

76-027334

(I.R.S. Employer

Identification No.)

1818-1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3

(Address of principal executive office) (Postal Code)

(604) 602-1717

(Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 outstanding shares of the registrant's common stock, $0.0001 par value (the only class of voting stock), as of November 14, 2002 was 7,910,792.

- 1 -

 

TABLE OF CONTENTS

  
   

PART I

  
   

ITEM 1. FINANCIAL STATEMENTS............................................................

3
   

Unaudited Balance Sheet as of September 30, 2002
and audited balance sheet at December 31, 2001....................................................

4
   

Unaudited Statement of Operations for the three and nine months ended September 30, 2002 and 2001 and the period since Date of Inception to September 30, 2002.......................

5
   

Unaudited Statement of Cash Flows for the nine months ended September 30, 2002 and 2001 and the period since Date of Inception to September 30, 2002...................................

6
   

Notes to Unaudited Financial Statements............................................................

7
   

ITEM 2. MANAGEMENT'S PLAN OF OPERATION..........................................

12
   

ITEM 4. CONTROLS AND PROCEDURES.....................................................

12
   

PART II

  
   

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........

12
   

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...........................................

13
   

SIGNATURES..........................................................................................

14
   

INDEX TO EXHIBITS.................................................................................

16

[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

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PART I

ITEM 1. FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Net Master Consultants, Inc., a Texas corporation its subsidiaries and predecessors, unless otherwise indicated. Unaudited interim financial statements including a balance sheet for the Company as of the quarter ended September 30, 2002, statement of operations and statement of cash flows for the interim period up to the date of such balance sheet and the period since inception are attached hereto as pages 4 through 11 and are incorporated herein by this reference.

[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

BALANCE SHEET

 

September 30

December 31

2002

2001

(Unaudited)

ASSETS

Current

Cash

$

-

$

10,768

Sundry receivable

2,327

-

Prepaid expenses

-

1,122

$

2,327

$

11,890

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current

Bank indebtedness

$

64

$

-

Accounts payable and accrued liabilities

306,917

241,169

Loans payable to shareholders (Note 3)

242,175

197,675

Advance from Elysio Capital Corp. (Note 4)

80,000

80,000

629,156

518,844

Stockholders' deficiency

Capital stock

Authorized

100,000,000 common shares with a par value of $0.0001

Issued and outstanding

7,910,792 common shares

$

792

$

792

Additional paid-in capital

919,358

919,358

Deficit accumulated during the development stage

(1,546,979)

(1,427,104)

(626,829)

(506,954)

$

2,327

$

11,890

Continuance of operations (Note 1)

Commitment (Note 8)

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

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

 

Cumulative

Total

For The Nine Months Ended

For The Three Months Ended

Since

September 30

September 30

Inception

2002

2001

2002

2001

Revenue

$

-

$

-

$

-

$

-

$

-

Expenses

Accounting and legal

203,172

4,774

17,267

8,437

9,440

Consulting fees

983,062

69,155

57,268

23,055

23,040

Interest

41,289

16,864

12,739

6,014

4,549

Management fees

87,097

-

60,000

-

-

Occupancy

72,760

19,260

19,260

6,420

6,420

Office

26,168

2,220

2,775

908

225

Transfer agent and filing fees

40,022

7,355

7,579

2,270

2,842

Travel and accommodation

93,409

247

4,054

247

1,155

Net loss for the period

$

(1,546,979)

$

(119,875)

$

(180,942)

$

(47,351)

$

(47,671)

Weighted average shares outstanding

7,910,792

6,688,292

7,910,792

6,688,292

Net loss per share (basic and diluted)

$

(0.02)

$

(0.03)

$

(0.01)

$

(0.01)

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

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

 

Cumulative

Total

For The Nine Months Ended

Since

September 30

Inception

2002

2001

Cash derived from (applied to)

Operating

Net Loss

$

(1,546,979)

$

(119,875)

$

(180,942)

Items not involving an outlay of cash:

Common stock issued for consulting services

675,000

-

-

Common stock issued to settle trade payables

88,900

-

-

Common stock issued for organization costs

33

-

-

Common stock issued for other services

48,400

-

-

Changes in non-cash working capital items:

(Increase) Decrease in sundry receivable

(2,327)

(2,327)

-

(Increase) Decrease in prepaid expenses

0

1,122

(1,233)

Increase in accounts payable

306,917

65,748

138,967

(430,056)

(55,332)

(43,208)

Investing

Loan to Smart Card Technologies Co.,Ltd.

(600,000)

-

-

Financing

Bank indebtedness

64

64

Loan payable to shareholder

242,175

44,500

38,675

Loan from Elysio Capital Corp.

680,000

-

-

Common stock issued for cash

107,817

-

-

1,030,056

44,564

38,675

Net increase in cash

-

(10,768)

(4,533)

Cash, beginning of period

-

10,768

4,566

Cash, end of period

$

-

$

-

$

33

Non-cash investing and financing activities:

Payment of advances from Elysio through

$

600,000

$

-

$

-

assignment of loan to SCT

Common stock issued for consulting services

$

675,000

$

-

$

-

Common stock issued to settle trade payables

$

88,900

$

-

$

-

Common stock issued for organization costs

$

33

$

-

$

-

Common stock issued for other services

$

48,400

$

-

$

-

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

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

 

1. Organization and description of business

While the information presented in these interim financial statements is unaudited, it includes all adjustments that are, in the opinion of management, necessary to the fair presentation of the interim periods reported. As certain information has been condensed or omitted from the notes to the financial statements, these financial statements should only be read in conjunction with the audited financial statements for the year ended December 31, 2001 contained in the company's annual report on Form 10-KSB. The results of operations for the interim periods are not necessarily indicative of the results for a full year.

Net Master Consultants, Inc. (the "company") was incorporated as Houston Produce Corporation under the laws of the State of Texas on December 28, 1988. The company was organized primarily for the purpose of importing fruits and vegetables from Latin America for sale in the United States market and it was dormant until its reactivation in March 1997. In June 1997, the company changed its name to Net Master Consultants, Inc.

The company has had limited activity since its inception. No significant revenues have been realized. On September 26, 2000 the company entered into a letter of intent with Smart Card Technologies Co. Ltd. ("SCT") and its shareholders to acquire 100% of SCT, a private Japanese company. SCT, headquartered in Tokyo, develops, designs and manufactures radio frequency identification products, components, and customized software solutions to meet the specialized needs of logistics applications. On June 28, 2001, the company agreed to assign its right and interest under the September agreement to Elysio Capital Corp. ("Elysio") as repayment of $600,000 of the loan from Elysio.

The company has few tangible assets, has had recurring operating losses, and does not have an established source of revenue to allow it to continue as a going concern. These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the company will continue to operate for the foreseeable future and will be able to realize it assets and discharge its liabilities in the normal course of operations. The company's continued existence is dependent upon its ability to raise additional capital to achieve profitable operations and its ability to identify a product or service to generate positive cash flows. It is management's intentions to pursue various potential products and identify funding sources until such time as there is sufficient operating cash flow to fund operating requirement.

If the going concern assumptions were not appropriate for these financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the balance sheet classifications used.

2. Summary of significant accounting policies

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

 

2. Summary of significant accounting policies (Continued)

Foreign currency translation

The company considers the U.S. dollar its functional currency.

Monetary assets and liabilities resulting from foreign currency transactions are translated into U.S. dollars using the year end conversion rates. Revenues, expenses, receipts and payments are translated throughout the year at exchange rates prevailing at the date of the transaction. Exchange gains and losses are included in earnings for the period.

Statements of cash flows

For the purpose of the statements of cash flows, the company considers cash on hand and balances with banks, net of overdrafts, and highly liquid temporary money market instruments with original maturities of three months or less as cash or cash equivalents.

Deferred income taxes

Deferred income taxes are provided for significant carryforwards and temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future periods. Deferred tax assets or liabilities are determined by applying presently enacted tax rates and laws.

A valuation allowance is required when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Financial instruments

The company has financial instruments that include cash, payables and accruals, loans payable to shareholders and an advance from Elysio. It was not practicable to determine the fair value of the loans payable to shareholders or the advance from Elysio, due to their uncertain repayment terms. The fair value of all other financial instruments approximates their recorded amounts.

Accounting of stock options and stock compensation

In October 1995, the FASB issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), which requires entities to calculate the fair value of stock awards granted to employees. This statement provides entities with the option of electing either to expense the fair value of employee stock-based compensation or to continue to recognize compensation expense under previously existing accounting pronouncements set out in APB 25 and to provide pro-forma disclosures of net earnings (loss) and, if presented, earnings (loss) per share, as if the above-referenced fair value method of accounting was used in determining compensation expense.

The company has elected to account for stock based employee or director compensation arrangements in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25").

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

 

2. Summary of significant accounting policies (Continued)

Accounting of stock options and stock compensation (Continued)

Stock options issued to non-employees are recorded at the fair value of the services received or at the fair value of the options issued, whichever is more reliably measurable. Compensation is charged to expense over the shorter of the term of service or the vesting period.

The Black Scholes option valuation model was developed for use in estimating the fair value of traded options and warrants which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

The company has issued shares for services provided for the company. The shares are issued at fair market value at the more easily determined value of the services provided or stock issued.

Loss per share

The company follows Statement of Financial Standard No. 128 to calculate earnings per share. Basic loss per share is computed using the weighted effect of all common shares issued and outstanding. Fully diluted earnings per share has not been presented as the effect on basic earnings per share is anti-dilutive.

Recent accounting pronouncements

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 141, Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however, certain provisions of this statement apply to goodwill and other intangible assets acquired between July 1, 2001 and the effective date of SFAS 142. Major provisions of these Statements and their effective dates for the company are as follows:

Statements and their effective dates for the company are as follows:

- all business combinations initiated after June 30, 2001 must use the purchase method of accounting. The pooling of interest method of accounting is prohibited except for transactions initiated before July 1, 2001.

- intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability.

- acquired entity can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability.

- effective January 1, 2001, goodwill and intangible assets with indefinite lives will be tested for impairment annually and whenever there is an impairment indicator.

- all acquired goodwill must be assigned to reporting units for purposes of impairment testing and segment reporting.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. This statement addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities. It applies to legal obligations associated with retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002.

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NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

 

2. Summary of significant accounting policies (Continued)

Recent accounting pronouncements (Continued)

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The provisions of the statement are effective for financial statements issued for fiscal years beginning after December 15, 2001.

In April 2002, FASB issued SFAS No.145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". This statement eliminates the current requirement that gains and losses on debt extinguishment must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification.

In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modifications of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other nonsubstantive corrections to authoritative accounting literature. The rescission of SFAS 4 is effective in fiscal years beginning after May 15, 2002. The amendment and technical corrections to SFAS 13 are effective for transactions occurring after May 15, 2002. All other provisions of SFAS 145 are effective for financial statements issued on or after May 15, 2002.

In June 2002, the FASB issued SFAS No. 146, "Account for Costs Associated with Exit or Disposal Activities", which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No.146 may affect the timing of recognizing future restructuring costs as well as the amount recognized. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002.

Management's assessment of these Statements is that they will not have a material impact on the company's financial position or results of operations.

3. Loans payable to shareholders

Loans are payable on demand, are unsecured, and bear interest at 8% per annum.

- 10 -

NET MASTER CONSULTANTS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

 

4. Advance from Elysio Capital Corp.

This advance bears interest at 6.15%, was due in full on December 31, 2001 and is secured by a promissory note. The due date has been extended, but a new date is yet to be determined.

On January 3, 2001, an advance of $600,000 was received under this facility. The funds received were then loaned to SCT. Effective June 28, 2001, the loan receivable from SCT was assigned to Elysio as payment of $600,000 of the loan from Elysio (Note 8).

5. Capital Stock

Stock options

The company has not yet issued any options on its common stock.

Settlement of debt

The company's directors have authorized the settlement of certain trade payables, loans and advances through the issuance of common shares. This settlement, although authorized, has not yet been finalized.

6. Related party transactions and balances

Included in consulting expense for the nine months ended September 30, 2002 is $24,155 (2001: $24,090) paid by the company to its sole director.

Included in accounts payable and accrued liabilities is $70,000 (December 31, 2001: $25,000) due to a shareholder for services provided to the company and accrued interest of $32,307.26 on loans payable to shareholders (December 31, 2001: $19,123).

7. Income taxes

At September 30, 2002, the company has net operating losses carried forward of approximately $1,470,000 (December 31, 2001: $1,350,000) that may be offset against future taxable income to 2016 (2001: 2015). No future tax benefit has been recorded in the financial statements, as the company believes that it is more likely than not that the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. Utilization of the carryforwards are dependent on future taxable income and could further be limited due to a change in control of the company's ownership as defined by Internal Revenue Section 382.

8. Commitments

The company has an agreement to pay consulting fees to a shareholder of $5,000 per month. The agreement continues indefinitely unless cancelled by either the company or the consultant.

9. Subsequent events

At the annual general meeting held on October 18, 2002, shareholders' approval was received for consolidation of the company's capital stock on a basis of 10 old shares to 1 new share. The effective date of the consolidation is not yet determined.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

When used in this discussion, the words "believes", "anticipates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, hat speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company that attempt to advise interested parties of the factors which affect the Company's business, in this report, as well as the Company's periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.

Plan of Operation

The Company's plan of operation for the coming year is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits. The Company anticipates that its owners, affiliates, and consultants will provide it with sufficient capital to continue operations for at least the next twelve months, but there can be no assurance that this expectation will be fully realized.

The Company does not expect to generate any meaningful revenue or incur significant operating expenses unless and until it acquires an interest in an operating company.

ITEM 4. CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and chief financial officer ("Certifying Officer") and is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officer has concluded (based on her evaluation of these controls and procedures as of a date within 90 days of the filing of this report) that the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are effective. No significant changes were made in the Company's internal controls or in other factors that could significantly affect those controls subsequent to the date of the evaluation, including any corrective actions with regard to slight deficiencies and material weaknesses. Due to the Certifying Officer's dual role as chief executive officer and chief financial officer, the Company has no segregation of duties related to internal controls.

PART II

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 18, 2002, the Company held a Special Meeting of Stockholders to consider the election of Nora Coccaro, to maintain her position as the Company's sole director, an amendment to the Company's articles of incorporation to permit a name change and management's intention to reverse split the Company's common stock on a one for ten (1:10) basis. Proxies' representing 4,219,522 or 53.3% of the Company's issued and outstanding shares constituted quorum for the purpose of considering the matters presented.

The shareholders confirmed Ms. Coccaro as the Company's sole director with all 4,219,522 shares voted in favor of Ms. Coccaro and 0 share against.

- 12 -

The shareholders approved an amendment to the Company's articles of incorporation that changes the Company's name from "Net Master Consultants, Inc." to "Sona Development, Corp." with all 4,219,522 shares voted in favor of the name change and 0 shares against. The amendment will be effective upon filing with the Texas Secretary of State.

The shareholders approved management's proposal to effect a reverse split of the Company's common stock on a one for ten (1:10) basis with 4,219,122 share voted in favor of the reverse split and 400 shares voted against. The action to implement the reverse split will be effective upon filing the name change with the Texas Secretary of State.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 15 this Form 10-QSB, and are incorporated herein by this reference.

(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-QSB.

- 13 -

SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, this 14th day of November, 2002.

 

Net Master Consultants, Inc.

 

 

/s/ Nora Coccaro

Nora Coccaro

Chief Executive Officer, Chief Financial Officer, and Director

 

- 14 -

CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nora Coccaro, Chief Executive Officer and Chief Financial Officer of the Company certify that:

1. I have reviewed this quarterly report on Form 10-QSB of the Company;

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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  1. Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;
  2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
  3. Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. 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 functions):

  1. 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
  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

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

Date: November 14, 2002

 

/s/ Nora Coccaro

Nora Coccaro

Chief Executive Officer and Chief Financial Officer

- 15 -

INDEX TO EXHIBITS

EXHIBIT

PAGE

  

NO.

NO.

DESCRIPTION
     
     

3 (i)(a)

*

Articles of Incorporation of the Company
     

3 (i)(b)

*

Amended Articles of Incorporation of the Company
     

3 (ii)

*

Bylaws of the Company

     

99.1

16

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

Incorporated by reference from the Form 10K-SB/A filed with the Securities and Exchange Commission on April 18, 2000.

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