Worksport Ltd — Interim / Quarterly Report 2003

Feb 19, 2003

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ___ Commission File Number 0-27631 TMANglobal.com, Inc. (Name of registrant in its charter) FLORIDA 65-0782227 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 10693 Anna Marie Drive, Glen Allen, Virginia 23060 (804) 290-0803 (Address and telephone number of principal executive offices) ---------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of December 31, 2002, the Registrant had 9,086,053 outstanding shares of Common Stock, par value $.0001 per share. 1 TMANGLOBAL.COM, INC. FORM 10-QSB QUARTER ENDED DECEMBER 31, 2002 Page No. -------- Part I. Financial Information 3 Item 1. Financial Statements - TMANglobal.com, Inc. (Unaudited) 4 Condensed Balance Sheets (Unaudited) at December 31, 2002 4 Condensed Statements of Operations (Unaudited) for the 5 Three Months Ended December 31, 2002 and 2001 Condensed Statements of Cash Flows (Unaudited) for the 6 Three Months Ended December 31, 2002 and 2001 Notes to Condensed Consolidated Financial Statements 7-9 Item 2. Management's Discussion and Analysis of Results of Operations 10-12 and Financial Condition Item 3. Controls and Procedures 12 Part II. Other Information 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities 14 Item 3. Defaults upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 Exhibits 16 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - TMANGLOBAL.COM, INC. (UNAUDITED) 3 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET (UNAUDITED) DECEMBER 31, 2002 6 ASSETS DECEMBER 31, 2001 ------------ Cash $ 567 ------------ Total assets $ 567 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 69,177 Accrued expenses 65,771 Advances from related party 5,084 Current maturities of notes payable - related party 60,000 Notes payable 150,759 Equity subject to potential redemption 30,000 ------------ Total current liabilities 380,791 ------------ Long term notes payable 79,000 Stockholders' deficit: Common stock, $0.0001 par value; 20,000,000 909 shares authorized; 9,086,053 shares issued and outstanding at December 31, 2002 Additional paid-in capital 3,561,431 Subscriptions receivable (15,000) Deficit (4,006,564) ------------ Total stockholders' deficit (459,224) ------------ Total liabilities and stockholders deficit $ 567 ============ -See accompanying notes to condensed financial statements- 4 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 THREE MONTHS ENDED DECEMBER 31 2002 2001 ------------ ------------ Revenue $ 0 $ 0 Cost of Sales 0 0 Gross profit 0 0 General and administrative expenses 34 773 ------------ ------------ Loss from operations (34) (773) Interest expense (8,578) (8,376) ------------ ------------ Net loss ($ 8,612) ($ 9,149) ============ ============ Loss per share-basic and diluted (nil) (nil) Weighted average shares outstanding - diluted and basic 9,086,054 9,086,054 -See accompanying notes to condensed financial statements- 5 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 THREE MONTHS ENDED DECEMBER 31, 2002 2001 -------- -------- Net cash used in operating activities $ (34) $ (773) Net increase (decrease) in cash (34) (773) -------- -------- Cash at beginning of period 601 1,408 -------- -------- Cash at end of period $ 567 $ 635 ======== ======== -See accompanying notes to condensed financial statements- 6 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS TMANglobal.com, Inc., ("the Company") was formed on December 21, 1998, resulting from a merger between the Martial Arts Network On-line, Inc. (a development stage company, TMANO) and FSGI Corporation ("FSGI"). TMANO was incorporated on May 23, 1996 in the State of Florida as Martial Arts Network, Inc. The company then underwent a name change to "Martial Arts Network On-line, Inc." on June 1, 1997. From its inception through the date of the reverse merger (December 21, 1998) TMANO was in the development stage and engaged primarily in the business of developing its on-line Web site. Subsequently, through its Web site, the Company offered goods and services to the martial arts, extreme sports, and health and fitness markets. FSGI was incorporated on May 15, 1997, in the State of Florida. FSGI through its wholly owned subsidiary Financial Standards Group, Inc. ("FSG, Inc."), provided auditing and accounting services to assist credit unions and their supervisory committees in performing comprehensive internal and regulatory compliance audits in satisfaction of their statutory requirements. FSG, Inc. had operations in Georgia, Florida, Kentucky, Michigan, Mississippi, Louisiana, California, and Hawaii. FSG, Inc. was sold on January 27, 2000 and is reflected as a discontinued operation. On March 12, 2001, the Company terminated all of its operations. Currently, the Company maintains no operations, employs no part-time or full-time employees and engages in no promotional or sales activities. As of the same date, the Company had no source of revenue or income. However, the Company has costs associated with its continued existence as an Exchange Act reporting company. As a result, the Company transitioned into a development stage enterprise as of that date, and as of the date of this filing is such an enterprise. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents. As of March 31, 2002 and 2001, the Company had no cash equivalents. 7 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) REVENUE RECOGNITION Revenue is recognized when products are shipped to customers. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates. LOSS PER SHARE Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the year. Common stock equivalents are not included in the weighted average calculation since their effect would be anti-dilutive. AMORTIZATION OF GOODWILL Goodwill represents the amount of which the purchase price of businesses acquired exceeds the fair market value of the net assets acquired under the purchase method of accounting. The excess of the purchase price over the fair value of the net assets of FSGI acquired by the reverse acquisition was $2,767,069 and was recorded as goodwill. Goodwill was being amortized on a straight-line method over 15 years. The Company disposed of FSG, Inc. and consequently reduced the goodwill to zero at September 30, 2000. STOCK - BASED COMPENSATION The Company accounts for stock-based compensation issued to employees in accordance with the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation. Under APB No. 25, expense is based on the difference, if any, on the date of the grant, between the fair value of common stock and the exercise price. Stock issued to non-employees has been accounted for in accordance with SFAS No. 123 and valued using the Black-Scholes option-pricing model. RECLASSIFICATIONS Certain items in the 2002 financial statements have been reclassified to conform to the 2001 presentation. 8 TMANGLOBAL.COM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 3 - SUBSEQUENT EVENTS A complaint was filed against the Company regarding the payment of the $50,000 note payable to unrelated parties which was due July 1, 2001 (See Form 10-KSB for the period ended September 30, 2001). The complaint seeks judgment against the Company in the sum of $50,000 together with interests and costs. On May 23, 2002, a judgment was rendered against the Company requiring the Company to pay the $50,000 note plus accrued interest of $9,049. The note will continue to bear interest at 11% until paid. At the present time, the Company has little assets and access to capital and may not be available to pay the judgement. On January 22, 2002 the Company received a notice from the Commonwealth of Kentucky Revenue Cabinet which was addressed to the Company's predecessor, FSGI, requiring the payment of $10,118 including balances on FSGI's corporation income and license accounts. The Company's management believes that it has received this notice in error as the notice amounts assessed relate to the business activities of FSG in the Commonwealth of Kentucky prior to the Company's formation in 1998. The Company is attempting to resolve this matter with the Revenue Cabinet staff. There is no assurance that the Company will be successful in its effort to resolve this matter. On January 29, 2002, the Company issued a promissory note in the amount of $10,000 to an unrelated party. The promissory note bears an annual interest rate of 8% and is due on April 3, 2003. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the results of operations and financial condition of TMANglobal.com, Inc. should be read in conjunction with the information contained in the condensed consolidated financial statements and notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis set forth in the Company's Form 10-KSB filing for the year ended September 30, 2002. FORWARD LOOKING INFORMATION CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS, BUT ARE FORWARD-LOOKING STATEMENTS THAT ARE BASED UPON NUMEROUS ASSUMPTIONS ABOUT FUTURE CONDITIONS THAT COULD PROVE NOT TO BE ACCURATE. ACTUAL EVENTS, TRANSACTIONS AND RESULTS MAY MATERIALLY DIFFER FROM THE ANTICIPATED EVENTS, TRANSACTIONS OR RESULTS DESCRIBED IN SUCH STATEMENTS. THE COMPANY'S ABILITY TO CONSUMMATE SUCH TRANSACTIONS AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE EXISTENCE OF DEMAND FOR AND ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES, ECONOMIC CONDITIONS, THE IMPACT OF COMPETITION AND PRICING, RESULTS OF FINANCING EFFORTS AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND THE COMPANY'S CONTROL. THE COMPANY UNDERTAKES NO OBLIGATION AND DOES NOT INTEND TO UPDATE, REVISE, OR OTHERWISE PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES. OVERVIEW TMANglobal.com, Inc. ("TMAN" or the "Company"), a corporation formed under the laws of the State of Florida, is the result of a merger between FSGI Corporation and The Martial Arts Network On-Line, Inc. in December 1998. FSGI Corporation was formed under the laws of the State of Florida in 1997 as a holding company for the purpose of acquiring Financial Standards Group, Inc. ("FSG"). That year FSGI Corporation acquired FSG, a Florida company organized in October 1989, to assist credit unions in performing financial services. FSG offered financial services to credit unions as TMAN's wholly-owned subsidiary until its sale in January 2000. On December 21, 1998, FSGI Corporation, at the time a publicly traded company trading on the Over The Counter Bulletin Board as FSGI, acquired all of the outstanding common stock of The Martial Arts Network On-Line, Inc., a wholly owned subsidiary of The Martial Arts Network, Inc. The Martial Arts Network On-Line, Inc., a company organized under the laws of the State of Florida, was developed in 1996 by its parent company The Martial Arts Network, Inc. as an electronic forum dedicated to promoting education and awareness of martial arts through its web site. Upon issuance of shares, and options to purchase shares, of FSGI Corporation's common stock to The Martial Arts Network, Inc., that company became the controlling stockholder FSGI Corporation, and the Company's name was changed to TMANglobal.com, Inc. Currently, the Company's common stock is quoted only in the "pink sheets." 10 On January 12, 2001 the Company ceased substantially all of its Internet operations and suspended all activities of its e-commerce segment in addition to terminating all employees as of January 31, 2001. As of the same date, the Company has no source of revenue or income. The Company ceased all of its operations on March 12, 2001, and transitioned into a development stage enterprise as of the same date. The Company's Board of Directors has been working with its existing creditors to satisfy its debts by converting the Company's current debt into equity, including converting the back salaries of its principals into convertible promissory notes. Currently, the Company maintains no operations, employs no part-time or full time employees and engages in no promotional or sales activities. The Company continues to incur costs associated with its continued existence as a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). RESULTS OF OPERATIONS - THREE-MONTH PERIOD ENDED DECEMBER 31, 2002 AND 2001 During the three-month period ended December 31, 2002, the Company had no revenues, much like for the same period in 2001. This was directly attributable to the Company's decision to permanently shut down its SuperMall, the Company's e-commerce segment and World Wide Web sales outlet, on January 31, 2001. As the Company ceased all of its sales operations, there was no cost associated with sales for the three-month periods ended December 31, 2002 and 2001. General and administrative expenses for the three-month period ended December 31, 2002 were $34 as compared to $773 for the same period ended December 31, 2001. This substantial decrease was directly related to the management's determination to reduce the Company's overhead and administrative expenses to a minimum, including no current spending on the Company's infrastructure and growth needs. The Company suffered a net loss of $8,612 during the three-month period ended December 31, 2002 as compared to a net loss of $9,149 (or loss of $0.01 per share) for the same period in 2001. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2002, the Company's cash (the Company's only asset as of the same date) and total asset balance was $567. The Company maintained no operating activities during the three-month period ended December 31, 2002. The Company has been unable to fund its cash flow needs on an on-going basis as the Company has ceased all of its operations as of January 12, 2001. The Company has received commitments for loans of up to $100,000 from its majority shareholders and officers to meet its working capital needs and to fund its liquidity shortfalls from operations during the three months ended December 31, 2002 and through September 30, 2003. Because the Company terminated all of its operations, it does not expect to generate any working capital or cash flow sufficient to fund its future business activities, if any, during the twelve months following the date hereof. During the three-month period ended December 31, 2002, the Company realized a net loss of $8,612. The Company experienced no loss from discontinued operations for the same three-month period. The Company's fixed expenses for staying in existence are now approximately $3,500 per month. 11 On January 29, 2002, the Company issued a promissory note in the amount of $10,000 to Clearing Services, a third-party clearing services provider based in Malaga, Spain. The promissory note bears an annual interest rate of 8% and is due in one installment of $10,000 on April 3, 2003. On May 23, 2002, the Circuit Court of the 15th Judicial Circuit, in and for Palm Beach County, Florida rendered a default judgment against the Company in the Complaint (as the term is defined below) in the total amount of $59,049.04, interest included, which sum is to bear annual interest at the rate of 11% percent from the date of the default judgment until it is fully paid. The Company has little assets and limited access to capital to date and is unable to pay the default judgment in part or in full. In the event that the plaintiff decides to enforce its right to collect the default judgment amount, the consequences to the Company may be catastrophic. In such eventuality, there is no assurance that the Company will be able to pay any portion of the default judgment amount or that the Company may maintain its existence as a business entity. (See Part II, Item 1. Legal Proceedings). The Company intends to continue to seek and evaluate new opportunities to acquire private firms or to co-venture with strategic partners whose joint revenues would then contribute to the bottom line of the Company. The Company expects to continue to incur expenses associated with its continued existence as an Exchange Act reporting company. The ability of the Company to fund its future business activities, if any, during the next twelve months will largely be dependent on both (1) the Company's ability to develop a sustainable alternative business model to replace the current one, and (2) the Company's ability to obtain additional financing to fund such alternative business model. There is no assurance that the management of the Company will be able to design such alternative model. There is also no assurance that such model will be economically viable should management design such a plan in the near future. ITEM 3. CONTROLS AND PROCEDURES. In accordance with Item 307 of Regulation S-B promulgated under the Securities Act of 1933, as amended, and within 90 days of the date of this Quarterly Report on Form 10-QSB, the Chief Executive Officer of the Company (the "Certifying Officer") has conducted evaluations of the Company's disclosure controls and procedures. As defined under Sections 13a-14(c) and 15d-14(c) of the "Exchange Act, the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Certifying Officer has reviewed the Company's disclosure controls and procedures and has concluded that those disclosure controls and procedures are effective as of the date of this Quarterly Report on Form 10-QSB. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. 1350), the Certifying Officer executed an Officer's Certification included in this Quarterly Report on Form 10-QSB. 12 As of the date of this Quarterly Report on Form 10-QSB, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS CRC COMPLAINT On January 17, 2002, CRC Partners, Ltd., a Florida limited partnership ("CRC"), filed a Complaint in its name against the Company in the circuit court of the 15th Judicial Circuit, in and for Palm Beach County, Florida (the "Florida Court"), captioned CRC PARTNERS, LTD., A FLORIDA LIMITED PARTNERSHIP, PLAINTIFF, vs. TMANGLOBAL.COM, INC., A FLORIDA CORPORATION, DEFENDANT, CASE NO. BA'02-00659AI, against the Company (the "Complaint"). CRC seeks judgment against the Company in the sum of $50,000 together with interest and costs. The Complaint alleges a breach of promissory note executed by the Company on or about August 1, 2000 (the "Note"). Under the terms of the Note, the unpaid principal amount of $50,000 was due and payable in full on July 31, 2001. The Note provided for a 10% interest payment due and payable to CRC in addition to the $50,000 principal payment in the event that on July 31, 2001 the Company's share price is at $0.10 or below. On July 31, 2001, the Company's share price was $0.02. Default Judgment On May 23, 2002, the Florida Court rendered a default judgment against the Company in the Complaint. The Florida Court awarded the plaintiff in the Complaint the principal sum of $50,000, plus interest through May 23, 2002, in the amount of $9.049.04 for a total sum of $59,049.04, which sum is to bear annual interest at the rate of 11% percent from the date of the default judgment. The court further reserved jurisdiction to award attorney fees and costs, if appropriate. KENTUCKY CORPORATION TAX MATTER On January 22, 2002, the Company received a Final Notice Before Seizure from the Commonwealth of Kentucky Revenue Cabinet (the "Notice"). The Notice addressed to FSGI Corporation, a Florida Corporation and the Company's predecessor ("FSGI"), provides that $10,117.79 including balances on FSGI's corporation income and license accounts has not been paid as of the date of the Notice. The Notice further provides that the outstanding balance must be paid in full no later than February 21, 2002. The Company's management believes that it has received this Notice in error as the Notice amounts relate to the business activities of FSG in the Commonwealth of Kentucky prior to the Company's formation in 1998. The Company's has attempted to resolve this matter with the Revenue Cabinet staff. 13 As of the date of this filing, no resolution has been reached. There is no assurance that the Company will be successful in its effort to resolve this matter. An unfavorable outcome of this matter may have a material adverse impact on the Company's financial position or business prospects. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the Company's security holders during the period covered by this quarterly report. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. 99.1 Principal Executive Officer Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002. (b) REPORTS ON FORM 8-K. The Company filed no reports on Form 8-K in the quarter ended December 31, 2002. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TMANglobal.com, Inc. By: /s/ Robert J. Carlin ----------------------------------- Robert J. Carlin, President, Chief Executive Officer, Principal Accounting Officer Date: February 19, 2003 15 OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) I, Robert J. Carlin, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of TMANglobal, 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 we have: (a) designated such disclosure controls and procedures to ensure that material information related to the registrant, including its consolidating 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 ("Evaluation Date"); and (c) presented in the 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 the registrant's Board of Directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors and material weakness in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal controls; and 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: February 19, 2003 By: /s/ Robert J. Carlin --------------------- Robert J. Carlin President and Chief Executive Officer 17