-----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, JInImPbzByN6Ut3AoOm5dnSd8gJq/bWxCkzQfck5UNHnr3yYSBKQmO3DCYDfxWKK mUZ+AuP4v537HHEkyNTCMQ== 0001144204-03-007626.txt : 20031119 0001144204-03-007626.hdr.sgml : 20031119 20031119115547 ACCESSION NUMBER: 0001144204-03-007626 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN PARTNERS INC CENTRAL INDEX KEY: 0000811036 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 880222660 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-11986-LA FILM NUMBER: 031012077 BUSINESS ADDRESS: STREET 1: 21800 OXNARD STREET STREET 2: SUITE 440 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8185986780 MAIL ADDRESS: STREET 1: 21800 OXNARD STREET STREET 2: SUITE 440 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: STEINS HOLDINGS INC /NV/ DATE OF NAME CHANGE: 20000308 FORMER COMPANY: FORMER CONFORMED NAME: TELEMALL COMMUNICATIONS INC/NV DATE OF NAME CHANGE: 19960905 FORMER COMPANY: FORMER CONFORMED NAME: VEGAS VENTURES INC DATE OF NAME CHANGE: 19960905 10QSB 1 form10qsb.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from ___________ to ____________. Commission File Number 33-11986-LA CROWN PARTNERS, INC. (Exact name of small business issuer as specified in its charter) Nevada 91-2008803 ------ ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 20700 Ventura Boulevard, #227, Woodland Hills, California 91364 --------------------------------------------------------------- (Address of principal executive offices) (818) 598-6780 - -------------------------------------------------------------------------------- (Issuer's telephone number) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (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 [ ] No [X] As of September 30, 2003 there were 8,442,714 shares of Common Stock of the issuer outstanding. TABLE OF CONTENTS PART I FINANCIAL STATEMENTS Item 1 Financial Statements 2 Item 2 Management's Discussion and Analysis or Plan of Operation 7 PART II OTHER INFORMATION Item 1 Legal Proceedings 7 Item 2 Changes in Securities 7 Item 3 Default upon Senior Securities 7 Item 4 Submission of Matters to a Vote of Security Holders 7 Item 5 Other Information 7 Item 6 Exhibits and Reports on Form 8-K 7 CROWN PARTNERS, INC. CONSOLIDATED BALANCE SHEET September 30, 2003 (Unaudited) ASSETS Current assets Cash $ 184 ----------- Total current assets 184 Property and equipment, net 63,837 $ 64,021 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 499,181 Accrued expenses 20,865 Note payable 61,000 Advances 214,887 ----------- Total current liabilities 795,933 ----------- Commitments and contingencies STOCKHOLDERS' DEFICIT: Convertible preferred stock, $10 par value, 10,000,000 shares authorized, no shares issued and outstanding -- Common stock, $.001 par value, 50,000,000 shares authorized, 8,442,714 shares issued and outstanding 8,443 Additional paid in capital 3,782,077 Accumulated deficit (4,522,432) ----------- Total Stockholders' Deficit (731,912) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 64,021 ===========
CROWN PARTNERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Three and Nine Months Ended September 30, (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Revenues $ 10,136 $ -- $ 20,699 $ -- Costs and Expenses: General and administrative 398,385 68,205 693,164 287,946 Interest expense 129 5,000 9,437 14,898 ----------- ----------- ----------- ----------- 398,514 73,205 702,601 302,844 ----------- ----------- ----------- ----------- Net loss before minority interest (388,378) (73,205) (681,902) (302,844) Minority interest in loss of subsidiaries -- -- -- -- Net loss $ (388,378) $ (73,205) $ (681,902) $ (302,844) =========== =========== =========== =========== Net loss per share: Net loss basic and diluted $ (0.05) $ (0.01) $ (0.08) $ (0.04) =========== =========== =========== =========== Weighted average shares outstanding: Basic and diluted 8,442,714 7,088,714 8,075,696 7,083,000 =========== =========== =========== ===========
CROWN PARTNERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, (Unaudited)
2003 2002 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(681,902) $(302,844) Adjustments to reconcile net deficit to cash used by operating activities: Depreciation and amortization 364,499 2,727 Bad debt 58,311 -- Net change in: Trading securities -- 640 Accounts payable and accrued expense 201,329 154,238 --------- --------- CASH FLOWS USED IN OPERATING ACTIVITIES (57,763) (145,239) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (40,173) -- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the sale of stock -- 10,000 Proceeds from note payable 61,000 -- Proceeds (payments) on advances 17,746 130,423 --------- --------- CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 78,746 140,423 --------- --------- NET INCREASE IN CASH (19,190) (4,816) Cash, beg. of period 19,374 5,232 --------- --------- Cash, end of period $ 184 $ 416 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ -- $ -- Income taxes paid $ -- $ -- NONCASH TRANSACTION: Conversion of advances for common stock $ 117,900 $ --
CROWN PARTNERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1:Presentation The balance sheet of the Company as of September 30, 2003, the related condensed statements of operations for the three and nine months ended September 30, 2003 and 2002 and the statements of cash flows for the three and nine months ended September 30, 2003 and 2002 included in the financial statements have been prepared by the Company without audit. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal, recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-QSB should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2002 Form 10-KSB. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company's filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements. General Crown Partners, Inc. (the "Company"), formerly known as "Stein's Holdings, Inc." has been involved in several different businesses. In early 1999, its Board of Directors entered into negotiations to acquire Multi-Source Capital, Ltd. ("MSC"), a Colorado corporation. As a condition to completing that acquisition, the Company's shareholders approved a 200-to-1 reverse stock split and changed the Company's name to "Stein's Holdings, Inc." MSC was a company engaged in web design, through a wholly owned subsidiary, 20/20 Web Design, Inc., import/export, business consulting and related services. Also, MSC had entered into an agreement with College Connection, Inc. dba Stein=s Bakery, Inc. ("Bakery") in Lewisville, Texas to acquire its bakery operations. MSC assigned that contract to the Company as part of its acquisition. MSC also transferred assets, consisting mostly of cash and securities, to the Company in exchange for the issuance of 4,247,754 shares of the Company's stock to the MSC shareholders. The Bakery filed for protection under the US Bankruptcy Code in 2000 and certain monies that the Company and the Company's subsidiary, 20/20 Web Design, Inc., advanced to the Bakery were written off due to the bankruptcy. B) Narrative Description of Business At the present time, the Company is utilizing its limited capital to fund its operations as it seeks business opportunities. In November, 2001, the Company acquired Sanitec(TM) Services of Hawaii, Inc. ("SSH"), a privately held Hawaiian corporation, developed to engage in medical waste collection and treatment in Honolulu, Hawaii. The Company issued 1,333,334 shares of its common stock to the shareholder of SSH and SSH became a wholly owned subsidiary of the Company. The Company borrowed funds and used capital it raised on order to pay past and present obligations of SSH during the year ended December 31, 2002. The Company anticipates either borrowing money or raising additional capital during fiscal 2003 to continue to fund SSH's operations. In February, 2003, SSH began to engage in limited operations and has received minimal revenues to date. There can be no assurances that the operations will result in material revenues to SSH or that profitability will be achieved in the near term, if ever. During the quarter ended September 30, 2003, the Company borrowed $61,000 to fund its Hawaiian operations, repayment of which was secured by shares of stock that the Company owns of its subsidiary. As of the date of this report, that loan has not been repaid and is currently in default. The Company has two additional subsidiaries of which it is the majority shareholder: 20/20 Networks, Inc. ("20/20 Net") and Universal Services & Acquisitions, Inc. ("USV"), which it acquired in October, 2000. The Company owns 80% of 20/20 Net, a Nevada corporation traded on the Electronic Bulletin Board under "TWNK." 20/20 Net established a subsidiary, Stein's Cake Box ("Cake Box"), a Nevada corporation, to engage in business with certain retail convenience stores in Texas through leasing production facilities through the Bakery. 20/20 Net lent $195,000 to Cake Box to fund its acquisition of these contracts from the Bakery. Since the transaction was not consummated, the money was to be repaid to 20/20 Net. However, given the bankruptcy of the Bakery, it is unlikely that 20/20 Net will ever be repaid anything. 20/20 Net is currently seeking acquisition or merger candidates. The Company owns 90% of the issued and outstanding shares of Universal Services & Acquisitions, Inc., a Colorado corporation. USV is a dormant shell company. USV entered into an agreement in September, 2001 with Universal Medical Alliance ("UMA"), a Nevada corporation, wherein the two companies were to merge and USV changed its name to Universal Medical Alliance Corp. The shareholder of UMA paid $60,000 of the fee of $400,000 owed to the Company but that shareholder has requested the return of the $60,000 and cancellation of the merger agreement and has filed suit against the Company. That suit was dismissed with prejudice as to the Company but is continuing forward against USV. In September, 2001, the Company borrowed $93,750 which loan was secured by shares of 20/20 Net stock. The Company was unable to pay the loan back and the shares were transferred to the lender. The lender has filed suit against the Company seeking repayment of amounts alleged due. That case is still pending. Employees As of September 30, 2003, the Company had no employees. SSH had one employee as of September 30, 2003. RESULTS OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 For the nine months ended September 30, 2003, the Company realized a loss of $681,912 with minimal revenues of approximately $21,000 and general and administrative expenses of approximately $703,000. For the nine months ended September 30, 2002, the Company realized a loss of approximately $303,000 with no revenues and general, administrative and interest expenses of approximately $303,000. The costs and expenses for the nine months ended September 30, 2003 totaled $703,000 which consisted of general and administrative expenses of approximately $693,000 and interest expense of approximately $9,000. The loss includes a write down of the medical equipment of approximately $360,000. The expenses for the nine months ended September 30, 2002 consisted primarily of general and administrative expenses of approximately $303,000 and interest expense of approximately $15,000. The Company's net loss from continuing operations before income taxes for the nine months ended September 30, 2003 was $682,000 compared to a net loss of $303,000 for the nine months ended September 30, 2002. The net loss per share for the periods ended September 30, 2003 and 2002 were $0.08 and $0.04, respectively. For the three months ended September 30, 2003, the Company realized a loss of $388,000 with minimal revenues of approximately $10,000 and general and administrative expenses of approximately $399,000. For the three months ended September 30, 2002, the Company realized a loss of approximately $73,000 with no revenues and general, administrative and interest expenses of approximately $73,000. The costs and expenses for the three months ended September 30, 2003 totaled $399,000 which consisted of general and administrative expenses of approximately $398,000 which includes the write down of medical equipment of $360,000. The expenses for the three months ended September 30, 2002 consisted primarily of general and administrative expenses of approximately $68,000 and interest expense of approximately $5,000. The Company's net loss from continuing operations before income taxes for the three months ended September 30, 2003 was $388,000 compared to a net loss of $73,000 for the three months ended September 30, 2002. The net loss per share for the periods ended September 30, 2003 and 2002 were $0.05 and $0.01, respectively. At September 30, 2003, shareholder's deficit totaled $732,000 compared to shareholders' deficit of $168,000 at December 31, 2002. This decrease in shareholders' deficit is due primarily to the Company's cost of operating itself and its subsidiaries. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2003, the Company had negative working capital of approximately $796,000. At September 30, 2003, the Company had current assets of approximately $200 which consisted of cash. The current liabilities of the Company at September 30, 2003 were approximately $796,000 which consisted of approximately $499,000 in trade accounts payable, advances of approximately $215,000, a note payable of $61,000 and accrued expenses of approximately $21,000. Crown will attempt to increase its operating liquidity by exploring the availability of outside debt and equity financing, to the extent that such funding is available under reasonable terms and conditions. There can be no assurances that these measures will result in an improvement in Crowns operations or liquidity. To the extent that Crowns operations or liquidity do not improve, Crown may be forced to reduce operations to a level consistent with its available working capital resources. Crown may also have to consider a formal or informal restructuring or reorganization. As a result of these factors, Crowns independent accountants have expressed substantial doubt about Crowns ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that Crown will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not purport to represent the realizable or settlement values, and is nor include any adjustments that might result from the outcome of this uncertainty. NEED FOR ADDITIONAL FINANCING The Company believes that its existing capital will not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, for itself and its subsidiaries. The Company is seeking to locate other potential acquisitions for its subsidiaries. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses. The Company might seek to compensate providers of services by issuances of stock in lieu of cash. The Company's balance sheet as of September 30, 2003 reflects limited assets and limited liabilities. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company. ITEM 3. CONTROLS AND PROCEDURES Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (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 in company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer (the "Certifying Officers"), as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2003. Their evaluation was carried out with the participation of other members of the Company's management. Based upon their evaluation, the Certifying Officers concluded that the Company's disclosure controls and procedures were effective. The Company's internal control over financial reporting is a process designed by, or under the supervision of, the Certifying Officers and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Company's financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with the authorization of the Company's Board of Directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements. There has been no change in the Company's internal control over financial reporting that occurred in the quarter ended September 30, 2003, that has materially affected, or is reasonably likely to affect, the Company's internal control over financial reporting. PART II Items No. 1, 2, 3, 4, 5 - Not Applicable. Item No. 6 - Exhibits and Reports on Form 8-K (a) No reports on Form 8-K were filed during the three months ended September 30, 2003. (b) Exhibits Exhibit Number Name of Exhibit 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES In accordance with 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. CROWN PARTNERS, INC. By /s/ Charles Smith - -------------------------- Charles Smith, President, CFO Date: November 18, 2003 EX-31 3 ex31_1.txt EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Charles Smith, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Crown Partners, Inc. 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 officer 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, 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 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; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of 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/ Charles Smith - --------------------------------------- Charles Smith President and Chief Executive Officer EX-31 4 ex31_2.txt EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Charles Smith, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Crown Partners, Inc. 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 officer 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, 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 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; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of 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/ Charles Smith - ------------------------------ Charles Smith Chief Financial Officer EX-32 5 ex32_1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Crown Partners, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2003 as filed with the Securities and Exchange Commission (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 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) or 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 operation of the Company. Dated: November 18, 2003 /s/ Charles Smith ------------------------------- Name: Charles Smith Title: Chief Executive Officer Dated: November 18, 2003 /s/ Charles Smith ------------------------------- Name: Charles Smith Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----