UNITED STATES
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: March 31, 2003
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from_______ to________
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Commission file number 0-4846-3
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LumaLite Holdings, Inc.
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(Exact name of small business issuer as
specified in its charter)
Nevada 82-0288840
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
378 North Main # 124, Layton, Utah 84061
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(Address of principal executive offices)
(801) 497-9075
Issuer's telephone number
2810 Via Orange Way, Ste. B, Spring Valley, CA 91978
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(Former name, address and fiscal year, if changed since last report.)
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
(1) during the preceding 12 months (or 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
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: Approximately 28,964,234
shares as of February 14, 2003
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Shareholders
LumaLite Holdings, Inc.
We have reviewed the accompanying balance sheets of LumaLite Holdings,
Inc. as of March 31, 2003, and the related statement of operations for the three
months ended March 31, 2003 and 2002 and the statement of cash flows for the
three month periods ended March 31, 2003 and 2002. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United States
of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance sheet of
LumaLite Holdings, Inc. as of December 31, 2002, and the related statements of
operations, cash flows, and stockholders' equity for the year then ended (not
presented herein); and in our report dated January 30, 2003, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 2002,
is fairly stated, in all material respects, in relation to the balance sheet
from which it has been derived.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
June 11, 2003
LUMALITE HOLDINGS, INC.
BALANCE SHEETS
(Unaudited)
March 31, December 31,
2003 2002
------------------ ------------------
ASSETS $ - $ -
================== ==================
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses $ 89,104 $ 5,000
Net liabilities of discontinued operations - 221,556
------------------ ------------------
Total Current Liabilities 89,104 226,556
Notes Payable 358,773 -
------------------ ------------------
Total Liabilities 447,877 226,556
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Stockholders' Equity
Preferred Stock, par value $.001 per share
Authorized 10,000,000 shares,
None issued at March 31, 2003 and December 31, 2002 - -
Common Stock, par value $.001 per share,
100,000,000 shares authorized, 7,714,490 shares
issued at March 31, 2003 and 28,964,234 shares
issued at December 31, 2002 7,715 28,964
Additional Paid-in Capital 97,448 312,978
Accumulated Deficit (553,040) (568,498)
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Total Stockholders' Equity (447,877) (226,556)
------------------ ------------------
Total Liabilities and
Stockholders' Equity $ - $ -
================== ==================
See accompanying notes and accountants' report.
LUMALITE HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended
March 31,
----------------------------------------
2003 2002
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Continuing operations:
Revenues $ - $ -
Costs and expenses:
General and administrative 84,104 22,509
Interest - -
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Net income (loss) from continuing operations (84,104) (22,509)
Discontinued operations:
Income (Loss) from operations of
discontinued operations (112,802) (68,872)
Gain (Loss) on disposal of subsidiary
(LumaLite, Inc.) 212,364 -
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Net Income (loss) from
discontinued operations 99,562 (68,872)
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Net Income (Loss) $ 15,458 $ (91,381)
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Basic & Diluted loss per share
Income (Loss) from continuing operations $ (0.01) $ -
Income (Loss) from discontinued operations 0.01 -
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Income (Loss) per Share $ - $ -
================== ==================
See accompanying notes and accountants' report.
LUMALITE HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended
March 31,
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2003 2002
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ 15,458 $ (91,381)
Change in net liabilities of discontinued -
operations - 68,872
Loss from operations of discontinued
operations 112,802
Gain on disposal of subsidiary (212,364)
Adjustments necessary to reconcile
net loss to net cash used in operating activities:
Increase (decrease) in accounts payable 84,104 22,496
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Net Cash Used in continuing operations - (13)
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CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by (used) investing activities - -
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Net Cash Provided by
Financing Activities - -
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Net (Decrease) Increase in
Cash and Cash Equivalents - (13)
Cash and Cash Equivalents
at Beginning of Period - 793
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Cash and Cash Equivalents
at End of Period $ - $ 780
================= ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ -
Franchise and income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
See footnote 5
See accompanying notes and accountants' report.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company incurred net losses of approximately
$432,000 for the year ended December 31, 2002, currently has a liquidity problem
and requires additional financing in order to finance its business activities on
an ongoing basis. The Company is actively pursuing alternative financing and has
had discussions with various third parties, although no firm commitments have
been obtained.
The Company's future capital requirements will depend on numerous
factors including, but not limited to, the search for a suitable merger
candidate.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.
Nature of Business
The Company has ceased all operations except to attempt to settle
liabilities and to seek a new business opportunity. Currently, the Company has
not determined which industry to pursue opportunities and will not do so until
such time as those uncertainties presently facing the Company are resolved.
NOTE 2 - GENERAL
The notes to the consolidated financial statements as of December 31,
2002, as set forth in LumaLite Holdings, Inc.'s 2002 Annual Report on Form
10-KSB, substantially apply to these interim consolidated financial statements
and are not repeated here.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for LumaLite Holdings, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2003 and for the
three month periods ended March 31, 2003 and 2002 reflect, in the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to fairly state the financial position and results of operations for
the three months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Income Taxes
The Company has a net operating loss for income taxes. Due to the
regulatory limitations in utilizing the loss, it is uncertain whether the
Company will be able to realize a benefit from these losses. Therefore, a
deferred tax asset has not been recorded. There are no significant tax
differences requiring deferral.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassifications
Certain reclassifications have been made in the March 31, 2002
financial statements to conform with the March 31, 2003 presentation.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------------ ------------------- ------------------
For the three months ended March 31, 2003
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Basic Income (Loss) per Share
Continuing operations $ (84,104) 18,339,362 $ (0.01)
Discontinued operations 99,562 18,339,362 0.01
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Income (Loss) to common shareholders $ 15,458 18,339,362 $ -
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For the three months ended March 31, 2002
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Basic Income (Loss) per Share
Continuing operations $ (22,509) 28,964,234 $ -
Discontinued operations (68,872) 28,964,234 -
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Income (Loss) to common shareholders $ (91,381) 28,964,234 $ -
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The effect of outstanding common stock equivalents would be
anti-dilutive for March 31, 2003 and 2002 and are thus not considered.
NOTE 4 - LEASES
As of March 31, 2003, all activities of the Company have been conducted
by corporate officers from either their homes, business offices or the
professional offices of its legal counsel. Currently, there are no outstanding
debts owed by the company for the use of these facilities and there are no
commitments for future use of the facilities.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 5 - DIVESTITURE OF LUMALITE, INC. AND DISCONTINUED OPERATIONS
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LumaLite Holdings, Inc. (formerly Consil Corp.) And LumaLite, Inc., a
wholly owned subsidiary of LumaLite Holdings, Inc., concluded an Exchange
Agreement on March 14th , 2003 which effectively returns LumaLite, Inc. to a
non-public entity. This action was taken due to the fact that LumaLite Holdings,
Inc. was unable to raise the capital necessary to properly fund LumaLite, Inc.
and establish a liquid market for LumaLite Holdings, Inc.'s shareholders. As a
result, LumaLite, Inc. has incurred substantial debt that in turn is having an
adverse effect on the market for LumaLite Holdings, Inc. stock. 17,800,000 of
shares of common stock are to be canceled as agreed upon in the Exchange
Agreement.
During February 2003, the Company divested itself of all of its
subsidiaries resulting in a gain on disposal of discontinued operations of
$212,364. Additionally, 3,449,744 shares that were issued in cancellation of
debt in 2002, have been canceled. This resulted in $358,773 in debt being
reinstated on the Company's balance sheet.
The assets and liabilities of the abandoned subsidiaries consisted of
the following:
February 14, December 31,
2003 2002
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Assets
Current assets $ 605,497 $ 757,463
Net fixed assets 10,851 85,451
Other assets 308,662 223,940
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Total Assets 925,010 1,066,854
Liabilities:
Current liabilities 1,379,873 1,288,410
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Net liabilities of discontinued operations $ (454,863) $ (221,556)
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Item 2. Management's Discussion and Analysis or Plan of Operation
This quarterly report contains certain 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, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, the ability of the Company to
continue its expansion strategy, changes in costs of raw materials, labor, and
employee benefits, as well as general market conditions, competition and
pricing. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward- looking statements included in this quarterly report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a presentation by the Company or any other person that
the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to LumaLite Holdings, Inc., a
Nevada corporation and its predecessors, unless the context indicates otherwise.
Business of the Company and its Subsidiaries:
Beginning in late 2001 and continuing through early 2003, the Company
entered into a series of transactions that it believed would result in the
Company resuming business operations, although in a significantly different
industry than the traditional industries in which the Company had operated.
Those transactions include the following:
o In December 2001, the Company entered into a merger agreement with
LumaLite, Inc. ("LumaLite"). LumaLite is a California corporation that
develops and manufactures dental products.
o In early January, 2002 the Company completed a private placement of
shares with three accredited investors for $500,000.
o In March 2002, the Company's stockholders approved, and in April 2002
we effected, a number of corporate actions that management believes
would enhance the Company's business operations following the merger
with LumaLite. Those actions included changing the corporate name from
"ConSil Corp." to "LumaLite Holdings, Inc.", effecting a 25 for 1
reverse split of outstanding shares of common stock, amending and
restating the articles and bylaws and changing domicile from Idaho to
Nevada.
o In connection with the merger of LumaLite, the Company converted a
significant amount of debt into shares of common stock and one of the
principal shareholders contributed its holdings to the Company's
capital.
o During February 2003, the Company divested itself of LumaLite, Inc.
through an Exchange Agreement in which LumaLite agreed to cancel
17,800,000 shares of common stock.
o The Company has not determined which industry to pursue opportunities
and will not do so until such time as those uncertainties presently
facing the Company are resolved.
Management believes these actions had a beneficial effect on the
Company's financial position. Some of the transactions described below occurred,
or are anticipated to occur, after March 31, 2003, the closing date of the
period covered by this report. We have included descriptions of these matters in
this report to provide a more balanced description of the Company's operations,
business and prospects on a going-forward basis.
All of the executive officers and directors of the Company have either
resigned or been removed from office for failure to appear at meetings as of the
date of this report, with the exception of Mr. Scott Hosking, who is now the
sole executive officer and a director of the Company.
The Company is in the process of attempting to identify and acquire
favorable business opportunities. The Company has reviewed and evaluated a
number of business ventures for possible acquisition or participation by the
Company. Other than previously mentioned the Company has not entered into any
agreement, nor does it have any commitment or understanding to enter into or
become engaged in a transaction as of the date of this filing. The Company
continues to investigate, review, and evaluate business opportunities as they
become available and will seek to acquire or become engaged in business
opportunities at such time as specific opportunities warrant.
During the period covered by this report, the Company conducted only
minimal business operations. The Company currently has no employees.
Results of Operations
Plan of Operations - The Company historically engaged in mining or
mining-related activities. The Company was initially formed to hold certain
mining properties known as the Silver Summit Mine, but in 1995 the property was
sold to Sunshine Precious Metals, Inc., which filed for Chapter 11
reorganization in 2000 and which has subsequently shut down its operations.
Following the sale of the Silver Summit mine in 1995, the Company
engaged in mineral exploration and acquisition activities, primarily in Mexico.
Those efforts were unsuccessful.
During 2002 the Company engaged in the business of developing,
manufacturing and selling advanced medical devices for the dental industry that
used the Company's proprietary technology. Following divestiture of its
subsidiary and for the first quarter of 2003 the Company discontinued all active
business operations. The Company is currently seeking a new business opportunity
to merge or acquire.
The Company may incur significant post-merger or acquisition
registration costs in the event management wishes to register a portion of
acquisition shares for subsequent sale. The Company will also incur significant
legal and accounting costs in connection with the merger including the costs of
preparing Forms 8-K, agreements and related reports and documents.
The Company may not have sufficient funds to undertake any significant
development,
marketing and manufacturing of the products acquired. Accordingly, following the
merger, the Company will, in all likelihood, be required to either seek debt or
equity financing or obtain funding from third parties, in exchange for which the
Company may be required to give up a substantial portion of its shares. There is
no assurance that the Company will be able either to obtain additional financing
or interest third parties in providing funding for the further development,
marketing and manufacturing of the Company's products.
During February 2003, the Company divested itself of all of its
subsidiaries resulting in a gain on disposal of discontinued operations of
$212,364.
Capital Resources and Liquidity
As currently structured the Company does not generate operations. The
Company expects its current administrative expenses will be financed through
various forms of financing such as the sale of additional equity and debt
securities. There are no assurances that such financing will be available on
terms acceptable or favorable to the Company.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement
of a material fact or omits 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 on Form 10-QSB, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in
other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None/Not Applicable.
ITEM 2. CHANGES IN SECURITIES
None/Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None/Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the period covered by this
Form 10-QSB.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 18th day of June, 2003.
LumaLite Holdings, Inc.
/s/ Scott Hosking
Scott Hosking
President and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
I, Scott Hosking, certify that:
1. I have reviewed this quarterly report on form 10-QSB of
LumaLite, Holdings, 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 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 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 as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) 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. 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
functions):
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.
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.
Date: June 18, 2003
/s/ Scott Hosking
Scott Hosking
President and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
Exhibit 99.1
CEO Certification
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 LumaLite Holdings, Inc. on Form
10-QSB for the period ending March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:
(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 result of
operations of the Company.
Date: June 18, 2003
/s/ Scott Hosking
Scott Hosking, President
Principal Executive Officer
Exhibit 99.2
CFO Certification
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 LumaLite Holdings, Inc. on Form
10-QSB for the period ending March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:
(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 result of
operations of the Company.
Date: June 18, 2003
/s/ Scott Hosking
Scott Hosking, President
Principal Financial Officer