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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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SECURITIES AND EXCHANGE COMMISSION ( Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the quarter ended July 31, 2003 Transition Report Pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934 (No Fee Required) For the quarter ended July 31, 2003 Commission File Number 0-1678 Kansas 41-0834293 19920 West 161st Street, Olathe, Kansas 66062 Registrant's telephone number, including area code: (913) 780-9595 Former name, former address and former fiscal year if changed since last report: Common Stock $.01 Par Value 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 twelve months and (2) has been subject to such filing requirements for the past ninety days: Yes X No ____ The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, as of September 5, 2003 was 38,739,147 shares. BUTLER NATIONAL CORPORATION AND SUBSIDIARIES INDEX FINANCIAL INFORMATION: PAGE NO. Consolidated Balance Sheets - July 31, 2003 and April 30, 2003 Consolidated Statements of Income - Three Months ended July 31, 2003 and 2002 Consolidated Statements of Cash Flows - Three Months ended July 31, 2003 and 2002 Management's Discussion and Analysis Financial Condition and Results of Operations CONSOLIDATED BALANCE SHEETS 7/31/03 4/30/03 LIABILITIES AND SHAREHOLDERS' EQUITY 7/31/03 4/30/03 unaudited audited unaudited audited CURRENT ASSETS: CURRENT LIABILITIES: Cash $ 393,743 $ 378,255 Bank overdraft payable $ 164,756 $ 38,200 Accounts receivable, net of allowance for 461,347 399,576 Promissory notes payable 350,841 530,482 doubtful accounts of $10,719 at July 31 and Current maturities of long-term debt and capital lease 318,346 457,423 $10,719 at April 30, 2003 obligations Note receivable from Indian Gaming Developments 104,693 324,565 Accounts payable 190,538 407,581 Accrued liabilities - Inventories - Compensation and compensated absences 301,603 305,364 Raw materials 1,996,416 2,092,578 Other 187,049 153,458 Work in process 351,795 361,983 -------------- -------------- Finished goods 46,852 62,831 Total current liabilities 1,513,133 1,892,508 Aircraft 1,278,548 1,278,548 -------------- -------------- 3,673,611 3,795,940 LONG-TERM DEBT, AND CAPITAL LEASE NET 1,573,910 1,659,743 OF CURRENT MATURITIES Prepaid expenses and other current assets 35,507 43,595 -------------- -------------- -------------- -------------- Total current assets 4,668,901 4,941,931 Total liabilities 3,087,043 3,552,251 COMMITMENTS AND CONTINGENCIES PROPERTY, PLANT AND EQUIPMENT: SHAREHOLDERS' EQUITY: Land and building 948,089 948,089 Preferred stock, par value $5 Machinery and equipment 1,239,198 1,239,974 Authorized 50,000,000 shares, all classes Office furniture and fixtures 642,940 642,940 Designated Classes A and B, 200,000 shares Leasehold improvements 4,249 4,249 $1,000 Class A, 9.8%, cumulative if earned -------------- -------------- liquidation and redemption value $100, Total cost 2,834,476 2,835,252 no shares issued and outstanding - - $1,000 Class B, 6%, convertible cumulative, Accumulated depreciation (1,886,940) (1,861,119) liquidation and redemption value $1,000 -------------- -------------- no shares issued and outstanding - - 947,536 974,133 Common stock, par value $.01: Authorized 100,000,000 shares SUPPLEMENTAL TYPE CERTIFICATES 1,220,649 1,210,649 issued and outstanding 39,339,147 shares at INDIAN GAMING: at July 31 and 39,339,147 at April 30, 2003 386,360 386,360 Note receivable from Indian Gaming - - Advances for Indian Gaming Developments 1,999,841 1,974,821 (net of reserves of $2,718,928) Capital contributed in excess of par 10,173,920 10,173,920 -------------- -------------- Total Indian Gaming 1,999,841 1,974,821 Treasury stock at cost (600,000 shares) (732,000) (732,000) Retained earnings (3,933,396) (4,133,997) OTHER ASSETS 145,000 145,000 -------------- -------------- Total shareholders' equity 5,894,884 5,694,283 -------------- -------------- -------------- -------------- Total assets $ 8,981,927 $ 9,246,534 Total liabilities and shareholders' equity $ 8,981,927 $ 9,246,534 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements
Washington, D.C.
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FORM 10-Q
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X
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BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Not Applicable
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CONSOLIDATED STATEMENTS OF INCOME |
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THREE MONTHS ENDED |
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July 31, |
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2003 |
2002 |
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(unaudited) |
(unaudited) |
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NET SALES |
$ |
2,024,107 |
$ |
1,175,490 |
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COST OF SALES |
1,285,292 |
743,132 |
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--------------- |
--------------- |
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738,815 |
432,358 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
509,394 |
551,046 |
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--------------- |
--------------- |
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OPERATING INCOME (LOSS) |
229,421 |
(118,688) |
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OTHER INCOME (EXPENSE): |
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Interest expense |
(32,854) |
(47,743) |
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Interest revenue |
4,014 |
18,959 |
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Other |
20 |
14 |
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--------------- |
--------------- |
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Other expense |
(28,820) |
(28,770) |
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INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES |
200,601 |
(147,458) |
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PROVISION FOR INCOME TAXES |
- |
- |
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--------------- |
--------------- |
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NET INCOME (LOSS) |
$ |
200,601 |
$ |
(147,458) |
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========= |
========= |
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BASIC EARNINGS (LOSS) PER COMMON SHARE |
$ |
.01 |
$ |
0.00 |
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========= |
========= |
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Shares used in per share calculation |
37,921,582 |
37,445,559 |
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DILUTED EARNINGS (LOSS) PER COMMON SHARE |
$ |
.00 |
$ |
0.00 |
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========= |
========= |
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Shares used in per share calculation |
47,588,984 |
37,445,559 |
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The accompanying notes are an integral part of these statements. |
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BUTLER NATIONAL CORPORATION AND SUBSIDIARIES |
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THREE MONTHS ENDED |
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July 31, |
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2003 |
2002 |
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(unaudited) |
(unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
$ |
200,601 |
$ |
(147,458) |
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Adjustments to reconcile net income (loss) to net cash provided by |
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(used in) operations - |
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Depreciation |
25,822 |
14,375 |
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Changes in assets and liabilities: |
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Accounts receivable |
(61,771) |
(42,254) |
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Inventories |
122,329 |
(180,763) |
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Prepaid expenses and other current assets |
8,088 |
(3,335) |
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Accounts payable |
(90,488) |
(46,782) |
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Customer deposits |
- |
- |
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Accrued liabilities |
29,830 |
26,104 |
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-------------- |
-------------- |
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Cash provided by (used in) operations |
234,411 |
(380,113) |
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-------------- |
-------------- |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Capital expenditures, net |
776 |
(3,756) |
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Advances for Indian Gaming Developments |
(25,,019) |
(6,020) |
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Payments received on Indian Gaming note receivable |
218,872 |
205,089 |
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Supplemental Type Certificates |
(10,000) |
- |
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-------------- |
-------------- |
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Cash provided by (used in) investing activities |
185,629 |
195,313 |
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-------------- |
-------------- |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net borrowings under promissory note |
(179,642) |
224,824 |
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Repayments of long-term debt and capital lease obligations |
(224,910) |
(197,018) |
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-------------- |
-------------- |
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Cash provided by (used in) financing activities |
(404,552) |
27,806 |
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-------------- |
-------------- |
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NET INCREASE (DECREASE) IN CASH |
15,488 |
(156,994) |
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CASH, beginning of period |
378,255 |
357,149 |
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-------------- |
-------------- |
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CASH, end of period |
$ |
393,743 |
$ |
200,155 |
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======== |
======== |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Interest paid |
$ |
32,854 |
$ |
47,743 |
|
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Income taxes paid |
- |
- |
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The accompanying notes are an integral part of these statements. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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1. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the annual report on Form 10-K dated April 30, 2003. In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2003 are not indicative of the results of operations that may be expected for the year ending April 30, 2004. |
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2. Indian Gaming: The Company is advancing funds for the establishment of Indian gaming. These funds have been capitalized in accordance with Statements of Financial Accounting Standards (SFAS) 67 "Accounting for Costs and Initial Rental Operations of Real Estate Projects." Such standard requires costs associated with the acquisition, development, and construction of real estate and real estate related projects to be capitalized as part of that project. The realization of these advances is predicated on the ability of the Company and their Indian gaming clients to successfully open and operate the proposed casinos. There is no assurance that the Company will be successful. The inability of the Company to recover these advances could have a material adverse effect on the Company's financial position and results of operations. |
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3. Earnings Per Share: Earnings per common share is based on the weighted average number of common shares outstanding during the year. Stock options are considered in the dilutive earnings per share calculation when they are not anti-dilutive. |
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4. Research and Development: The Company charges to operations research and development costs. The amount charged in the quarters ended July 31, 2003 and 2002 were approximately $313,000 and $304,340 respectively. |
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PART II.
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Item 2 |
Changes in Securities |
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Item 4 |
Submission of Matters to Vote of Security Holders |
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Item 6 |
Exhibits and reports on Form 8-K. |
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3.1 Articles of Incorporation, as amended and restated are incorporated by reference to Exhibit 3.1 of the Company's Form DEF 14A filed on December 26, 2001. |
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3.2 Bylaws, as amended, are incorporated by reference to Exhibit 3.2 of the Company's Form DEF 14A filed on December 26, 2001. |
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99 Exhibit Number 99. |
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Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995, are incorporated by reference to Exhibit 99 of the Form 10-K for the fiscal year ended April 30, 2003. |
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27.1 Financial Data Schedule (EDGAR version only). Filed herewith. |
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The Company agrees to file with the Commission any agreement or instrument not filed as an exhibit upon the request of the Commission. |
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(B) Reports on Form 8-K. |
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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. |
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BUTLER NATIONAL CORPORATION |
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September 9, 2003 |
/S/ Clark D. Stewart |
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September 9, 2003 |
/S/ Angela D. Seba |
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CERTIFICATIONS |
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I, Clark D. Stewart, certify that: |
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1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation; |
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2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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; |
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3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent 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; |
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4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
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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; |
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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): |
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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 |
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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
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Date: September 9, 2003 |
/s/ Clark D. Stewart |
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CERTIFICATIONS |
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I, Angela D. Seba, certify that: |
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1. I have reviewed this quarterly report on Form 10-Q of Butler National Corporation; |
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2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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; |
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3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly represent 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; |
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4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
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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; |
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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): |
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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 |
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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
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Date: September 9, 2003 |
/s/ Angela D. Seba |
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EXHIBIT 99 |
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CERTIFICATION PURUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
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In connection with the quarterly report of Butler National Corporation (the "Company") on Form 10-Q for the period ending July 31, 2003, as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, Clark D. Stewart, Chief Executive Officer of the Company, certify, (to the best of my knowledge), pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that; |
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1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
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2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Clark D. Stewart |
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"A signed original of this written statement required by Section 906 has been provided to Butler National Corporation and will be retained by Butler National Corporation and furnished to the Securities and Exchange Commission or its staff upon request." |
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EXHIBIT 99 |
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CERTIFICATION PURUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
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In connection with the quarterly report of Butler National Corporation (the "Company") on Form 10-Q for the period ending July 31, 2003, as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, Angela D. Seba, Chief Financial Officer of the Company, certify, (to the best of my knowledge), pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that; |
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1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
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2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Angela D. Seba |
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"A signed original of this written statement required by Section 906 has been provided to Butler National Corporation and will be retained by Butler National Corporation and furnished to the Securities and Exchange Commission or its staff upon request." |
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