UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2002
-----------------
( ) 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: 000-49620
Togs for Tykes, Inc.
--------------------
(Exact name of registrant as specified in its charter)
Nevada 91-1868007
------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1030 Wooster, Suite 4, Los Angeles, California 90035
------------------------------------------------------ ------------------------
(Address of principal executive offices) (Zip Code)
(714) 273.6124
--------------
(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
Title of each class registered: Name of each exchange on which registered:
------------------------------- ------------------------------------------
None None
---- ----
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.001
-----------------------------
(Title of Class)
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. (X) Yes ( ) No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )
State issuer's revenues for its most recent fiscal year. $0.00
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As ofApril 30, 2003, approximately $0.00.
As of April 30, 2003, there were 5,532,000 shares of the issuer's $.001 par
value common stock issued and outstanding.
Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.
Transitional Small Business Disclosure format (check one):
Yes ( ) No (X)
1
PART I
Item 1. Description of Business.
--------------------------------
Our Background. We were incorporated in Nevada on September 26, 1997, as Aztec
Ventures, Inc. Our original business was the sale of pay phone services. In June
2001, our management and business changed. On September 5, 2001, we amended our
Articles of Incorporation to change our name to Togs for Tykes, Inc. We changed
our name to Togs for Tykes, Inc., due to our new management's desire to shift
our business focus to designing and marketing children's apparel.
Our Business. We had intended to engage in the business of designing, sourcing
and marketing apparel primarily for children from infants to five years old,
through sales conducted over the Internet. To date, we have not been successful
in fully implementing our business plan due to lack of funds. Accordingly, we
have been researching potential acquisitions or other suitable business partners
which will assist us in realizing our business objectives. In that regard, in
March 2003, we entered into negotiations regarding an acquisition of BioGentec
Incorporated, a Nevada corporation ("BGC"), in order to merge it with and into
our wholly-owned subsidiary, Togs for Tykes Acquisition Corporation, a Nevada
corporation. We believe that the acquisition will increase the total value of
the corporation to our investors.
BGC was incorporated on November 21, 2000 under the name St. Petka, Inc. BGC
commenced operations doing business as Allergy Limited, and then changed its
name in May, 2001 to BioGentec, Inc. At BGC's foundation are patent-protected
biopharmaceutical technologies aimed at regulating Immunoglobulin Epsilon (IgE)
levels and relieving symptoms of atopic allergies and asthma. BGC's initial
technologies have been tested in double blind clinical studies and have been
proven to reduce the symptoms of various allergies, including rhinitis, which is
more commonly known as hay fever. The technologies are based on Cyanocobalamin
(B12), which has an excellent safety record and is non-sedative. BGC named its
proprietary formula IGENEX.
During the upcoming fiscal year, BGC intends to begin clinical phase III trials
designed to allow it to receive FDA approval to market the foundation
technologies as Over the Counter (OTC) medications for the treatment of specific
allergic diseases. It also plans to pursue the purchase, development and
clinical trials of additional technologies that will allow expansion of product
lines. BGC intends to focus its research on markets for menopausal treatments,
antioxidants immune modulators and cholesterol lowering products.
BGC intends to expend a significant portion of its future income on research and
development related to its foundation products and the products it intends to
buy from other companies, and hopes to capitalize on the products and
technologies it owns and develop through establishing licensing agreements with
other businesses and by marketing its products to consumers through
subsidiaries.
BGC has secured the rights and ownership of U.S. Patent No. 5,135,918, which was
issued in 1992. The patent is titled: "Method for Decreasing Raegenic Antibody
(IgE) Levels". This patent covers medical treatments of allergies with the use
of Cyanocobalamin (B12). A second patent owned by BGC, U.S. Patent No.
6,255,294, was issued July 3, 2001. The patent is titled "Cyanocobalamin
(vitamin B12) treatment in allergic disease."
BGC is the exclusive assignee of the patents. This assignment / purchase
agreement allows BGC to commercialize the process and market products based on
the patented proprietary technology. The 1992 patent covers the various analogs
of B12 used to provide relief from allergy and asthma symptoms. This first US
patent expires in 2009. The second US patent will expire in 2018.
Should we complete the acquisition of BGC, we will adopt BGC's business and
operations, and file a report to describe that acquisition, including a
description of our target markets and marketing strategy, growth strategy,
effect of government regulations, our competitive environment, and intellectual
property.
2
Our Research and Development. We are not currently conducting any research and
development activities except for the discussions surrounding our proposed
acquisition. Other than this acquisition, we do not anticipate conducting any
other such activities in the near future.
Employees. As of April 30, 2003, we had no employees, other than our officers.
Facilities. Our executive, administrative and operating offices are
approximately 200 square feet and are located at 1030 Wooster, Suite 4, Los
Angeles, California, 90035. Becky Bauer, our president and a member of our Board
of Directors, currently provides office space to us at no charge. We do not have
a written lease agreement with Ms. Bauer and we believe that she does not expect
to be reimbursed for providing office space.
Item 2. Description of Property.
---------------------------------
Property held by Us. As of the dates specified in the following table, we held
the following property in the following amounts:
======================================== ================================
Property December 31, 2002
---------------------------------------- --------------------------------
Cash and equivalents $663
---------------------------------------- --------------------------------
Property and equipment, net $0
======================================== ================================
We define cash equivalents as all highly liquid investments with a maturity of 3
months or less when purchased. We do not presently own any interests in real
estate. We do not presently own any inventory or equipment.
Our Facilities. Our executive, administrative and operating offices are located
at 1030 Wooster, Suite 4, Los Angeles, California, 90035. Becky Bauer, our
president and a member of our Board of Directors, currently provides office
space to us at no charge. We do not have a written lease agreement with Ms.
Bauer and we believe that she does not expect to be reimbursed for providing
office space.
Item 3. Legal Proceedings.
---------------------------
There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.
Item 4. Submission of Matters to Vote of Security Holders
----------------------------------------------------------
Not applicable.
PART II
Item 5. Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------
Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.
There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. There are no outstanding shares of
our common stock that we have agreed to register under the Securities Act for
sale by security holders. The approximate number of holders of record of shares
of our common stock is twenty-nine (29).
There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors. On December 26, 2001,
our Board of Directors authorized a forward split of 3 to 1.
3
We are authorized to issue 20,000,000 shares of $.001 par value common stock,
each share of common stock having equal rights and preferences, including voting
privileges. As of December 31, 2002, 5,532,000 shares of our common stock were
issued and outstanding. We are also authorized to issue 5,000,000 shares of
$.001 par value preferred stock, none of which is issued and outstanding.
Prices of Common Stock. We participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock are published on the OTC Bulletin Board under the
trading symbol "TTYK". This market is extremely limited and any prices quoted
are not a reliable indication of the value of our common stock. As of March 31,
2003, our stock has not been traded on this market.
Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:
o a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
o a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to
violation to such duties or other requirements of securities' laws;
o a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the "bid" and "ask" price;
o a toll-free telephone number for inquiries on disciplinary actions;
o definitions of significant terms in the disclosure document or in the
conduct of trading in penny stocks; and
o such other information and is in such form (including language, type,
size and format), as the Securities and Exchange Commission shall
require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:
o the bid and offer quotations for the penny stock;
o the compensation of the broker-dealer and its salesperson in the
transaction;
o the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
o monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.
Item 6. Management's Discussion and Analysis of Financial Condition or
Plan of Operation.
------------------------------------------------------------------------
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
4
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
Critical Accounting Policy and Estimates
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to them consolidated financial statements included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
---------------------------------------------------------------------------
Liquidity and Capital Resources. Our only assets at December 31, 2002 were
represented by cash of $663. At December 31, 2001, our total assets were also
$663. At December 31, 2002, our total liabilities $17,137 were represented by
$6,419 in accounts payable, and $10,718 due to a stockholder. The funds were
used for working capital. The funds bear no interest and the former shareholder
has agreed to accept repayment if and when funds are available for repayment. At
December 31, 2002, our liabilities exceeded our assets by $16,474.
Operating Expenses. For the year ended December 31, 2002, our operating expenses
were $22,028 compared to the year ended December 31, 2001 when our operating
expenses were $15,846. During the year ended December 31, 2002, our expenses
increased to $22,028 due to expenses related to our status as a reporting
company. From our inception on September 26, 1997, to December 31, 2002, our
operating expenses have been $55,074.
Results of Operations. For the fiscal years ended December 31, 2002, and
December 31, 2001 we did not realize any revenues from operations. Our net loss
from our inception on September 26, 1997 to December 31, 2002 was $55,074. Our
net loss for the year ended December 31, 2002 was $22,028 compared to our net
loss of $15,846 for the year ended December 31, 2001. We do not know when we
will begin realizing revenues, if ever. We are attempting to raise the necessary
funding to complete the design of our first line of clothing but have not been
able to secure such funding.
Our Plan of Operation for the Next Twelve Months. As of April 30, 2003, we had
$663 in cash resources. During the next several weeks, we hope to complete the
transaction to acquire BGC as described herein. We cannot guaranty that we will
acquire BGC or any other third party, or that in the event that we acquire BGC,
this acquisition will increase the value of our common stock.
Our forecast of the period of time through which our financial resources will be
adequate to support our operations is a forward looking statement that involves
risks and uncertainties, and actual results could vary as a result of a number
of factors.
If we are not able to complete the acquisition of BGC as described, we
anticipate that we may need to raise additional capital to continue operations.
Such additional capital may be raised through public or private financing as
well as borrowings and other sources. We cannot guaranty that additional funding
will be available on favorable terms, if at all. If adequate funds are not
available, then our ability to expand our operations may be adversely affected.
If adequate funds are not available, we hope that our officers and directors
will contribute funds to pay for our expenses, although we cannot that guaranty
that our officers will pay those expenses.
We are not currently conducting any research and development activities and do
not anticipate conducting such activities in the near future. We do not
anticipate hiring additional employees or independent contractors unless we are
able to expand our current operations. We are focusing our efforts on completing
the acquisition of BGC. We do not anticipate that we will purchase or sell any
significant equipment.
5
Item 7. Financial Statements
The financial statements required by Item 7 are presented in the following
order:
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
CONTENTS
Page
Independent Auditors' Report 1
Financial Statements:
Balance Sheet 2
Statements of Operations 3
Statements of Stockholders' Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6-11
6
INDEPENDENT AUDITORS' REPORT
Board of Directors
Togs for Tykes, Inc.
Los Angeles, California
We have audited the accompanying balance sheet of Togs for Tykes, Inc. (A
Development Stage Company) as of December 31, 2002 and the related statements of
operations, stockholders' deficit and cash flows for the two year period then
ended and for the period from September 26, 1997 (inception) to December 31,
2002. These financials statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Togs for Tykes, Inc. as of
December 31, 2002 and the results of its operations and its cash flows for the
two year period then ended and for the period from September 26, 1997
(inception) to December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
accompanying financial statements, the Company has no established source of
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also discussed in Note
1. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
March 19, 2003
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET - DECEMBER 31, 2002
ASSETS
Current assets -
Cash $ 663
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 6,419
Due to stockholder 10,718
-------------
Total current liabilities $ 17,137
Stockholders' deficit:
Preferred stock, $0.001 par value; 5,000,000 shares
authorized, none issued $ -
Common stock, $0.001 par value; 20,000,000 shares
authorized; 5,532,000 shares issued and outstanding 5,532
Additional paid-in-capital 33,068
Deficit accumulated during the development stage (55,074)
-------------
Total stockholders' deficit (16,474)
-------------
$ 663
The accompanying notes form an integral part of these financial statements.
7
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Period from
September 26, 1997
Year ended December 31, (inception) to
2002 2001 December 31, 2002
------------- ------------- -------------------
Revenue $ - $ - $ -
General, selling and administrative expenses 22,028 15,846 55,074
------------- ------------- ---------------
Loss before taxes (22,028) (15,846) (55,074)
Provision for income taxes - - -
------------- ------------- ---------------
Net loss $ (22,028) $ (15,846) $ (55,074)
============= ============= ===============
Net loss per common share - basic and diluted $ - $ (0.01) $ (0.02)
============= ============= ===============
Weighted average number of common shares
outstanding - basic and diluted 5,532,000 2,788,734 2,341,746
============= ============= ===============
The accompanying notes form an integral part of these financial statements.
8
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
accumulated
Common stock Additional during Total
------------ paid-in development stockholders'
Shares Amount capital stage deficit
------ ------ ------- ----- -------
Balance at September 26, 1997 - $ - $ - $ - $ -
Issuance of shares for cash and
services:
November 11, 1997 at $0.017 900,000 900 14,100 - 15,000
November 24, 1997 at $0.017 132,000 132 2,068 - 2,200
Net loss - - - (17,200) (17,200)
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 1997 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 1998 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 1999 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 2000 1,032,000 1,032 16,168 (17,200) -
Issuance of shares for services
June 30, 2001 at $0.003 4,500,000 4,500 10,500 - 15,000
Net loss - - - (15,846) (15,846)
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 2001 5,532,000 5,532 26,668 (33,046) (846)
Contribution of services by
officer - - 6,400 - 6,400
Net loss - - - (22,028) (22,028)
-------------- -------------- --------------- --------------- --------------
Balance at December 31, 2002 5,532,000 $ 5,532 $ 33,068 $ (55,074) $ (16,474)
============== ============== =============== =============== ==============
The accompanying notes form an integral part of these financial statements.
9
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Period from
September 26, 1997
Year ended December 31, (inception) to
2002 2001 December 31, 2002
------------- ------------- ---------------
Cash flows provided by (used for) operating activities:
Net loss $ (22,028) $ (15,846) $ (55,074)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Shares issued for services - 15,000 29,700
Services contributed by officer 6,400 - 6,400
(Increase) decrease in prepaid expenses 5,872 (5,872) -
Increase in accounts payable 6,419 - 6,419
------------- ------------- ---------------
Net cash used in operating activities (3,337) (6,718) (12,555)
------------- ------------- ---------------
Cash flows provided by financing activities:
Advances from stockholder 4,000 6,718 10,718
Issuance of common stock for cash - - 2,500
------------- ------------- ---------------
Net cash provided by financing activities 4,000 6,718 13,218
------------- ------------- ---------------
Net increase in cash and cash equivalents 663 - 663
Cash and cash equivalents, beginning of period - - -
------------- ------------- ---------------
Cash and cash equivalents, end of period $ 663 $ - $ 663
============= ============= ===============
Supplemental disclosure of cash flow information:
Interest $ - $ - $ -
============= ============= ===============
Income taxes $ - $ - $ -
============= ============= ===============
The accompanying notes form an integral part of these financial statements.
10
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
(1) Summary of Significant Accounting Policies:
Nature of Operations:
Togs for Tykes, Inc. (the "Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was
incorporated under the laws of the State of Nevada on
September 26, 1997. In 2001, the Board of Directors approved
the change of the Company's name from Aztec Ventures, Inc. to
Togs for Tykes, Inc. Management was developing a business
plan to design and market children's clothing. Management
plans to seek a merger candidate that has ongoing business
operations.
Basis of Presentation:
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in
the United States of America, which contemplate continuation
of the Company as a going concern. However, the Company has
no established source of revenue. This matter raises
substantial doubt about the Company's ability to continue as
a going concern. Without realization of additional capital,
it would be unlikely for the Company to continue as a going
concern. These financial statements do not include any
adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of
liabilities that might be necessary should the Company be
unable to continue in existence. Management plans to abandon
its business model for the designing, sourcing and marketing
apparel primarily for children from infants to five years
old. Management plans to seek a merger candidate that has
ongoing business operations. In that regard, in March 2003,
management entered into negotiations regarding an acquisition
of BioGentec Incorporated, a Nevada corporation ("BGC"), in
order to merge it with and into its wholly owned subsidiary,
Togs for Tykes Acquisition Corporation, a Nevada corporation.
11
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
(1) Summary of Significant Accounting Policies, Continued:
Use of Estimates:
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of these financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
Loss Per Share:
In accordance with SFAS No. 128, "Earnings Per Share", the
basic loss per common share is computed by dividing net loss
available to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share
except that the denominator is increased to include the number
of additional common shares that would have been outstanding
if the potential common shares had been issued and if the
additional common shares were dilutive. The Company has no
potentially dilutive securities.
Comprehensive Income:
SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for the reporting and display of comprehensive
income and its components in the financial statements. As of
December 31, 2002 and 2001, the Company has no items that
represent other comprehensive income and, therefore, has not
included a Statement of Comprehensive Income in the
consolidated financial statements.
New Accounting Pronouncements:
In July 2001, the FASB issued SFAS No. 141 "Business
Combinations." SFAS No. 141 supersedes Accounting Principles
Board ("APB") No. 16 and requires that any business
combinations initiated after June 30, 2001 be accounted for as
a purchase; therefore, eliminating the pooling-of-interest
method defined in APB 16. The statement is effective for any
business combination initiated after June 30, 2001 and applies
to all business combinations accounted for by the purchase
method for which the date of acquisition is July 1, 2001 or
later. The adoption did not have a material impact on the
Company's financial position or results of operations as the
Company has not participated in such activities covered under
this pronouncement after the effective date.
12
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
(1) Summary of Significant Accounting Policies, Continued:
New Accounting Pronouncements, Continued:
In July 2001, the FASB issued SFAS No. 142, "Goodwill and
Other Intangibles." SFAS No. 142 addresses the initial
recognition, measurement and amortization of intangible assets
acquired individually or with a group of other assets (but not
those acquired in a business combination) and addresses the
amortization provisions for excess cost over fair value of net
assets acquired or intangibles acquired in a business
combination. The statement is effective for fiscal years
beginning after December 15, 2001, and is effective July 1,
2001 for any intangibles acquired in a business combination
initiated after June 30, 2001. The adoption of this statement
had no effect to the Company's financial position or results
of operations.
In October 2001, the FASB recently issued SFAS No. 143,
"Accounting for Asset Retirement Obligations," which requires
companies to record the fair value of a liability for asset
retirement obligations in the period in which they are
incurred. The statement applies to a company's legal
obligations associated with the retirement of a tangible
long-lived asset that results from the acquisition,
construction, and development or through the normal operation
of a long-lived asset. When a liability is initially recorded,
the company would capitalize the cost, thereby increasing the
carrying amount of the related asset. The capitalized asset
retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value.
Upon settlement of the liability, the obligation is settled at
its recorded amount or the company incurs a gain or loss. The
statement is effective for fiscal years beginning after June
30, 2002. The Company does not expect the adoption to have a
material impact to the Company's financial position or results
of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". Statement
144 addresses the accounting and reporting for the impairment
or disposal of long-lived assets. The statement provides a
single accounting model for long-lived assets to be disposed
of. New criteria must be met to classify the asset as an asset
held-for-sale. This statement also focuses on reporting the
effects of a disposal of a segment of a business. This
statement is effective for fiscal years beginning after
December 15, 2001. The adoption of this statement had no
effect to the Company's financial position or results of
operations.
13
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
(1) Summary of Significant Accounting Policies, Continued:
New Accounting Pronouncements, Continued:
In April 2002, the FASB issued Statement No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." This Statement
rescinds FASB Statement No. 4, "Reporting Gains and Losses
from Extinguishment of Debt", and an amendment of that
Statement, FASB Statement No. 64, "Extinguishments of Debt
Made to Satisfy Sinking-Fund Requirements" and FASB Statement
No. 44, "Accounting for Intangible Assets of Motor Carriers".
This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The
Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.
In June 2002, the FASB issued Statement No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." This
Statement addresses financial accounting and reporting for
costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." The provisions of
this Statement are effective for exit or disposal activities
that are initiated after December 31, 2002, with early
application encouraged. The Company does not expect the
adoption to have a material impact to the Company's financial
position or results of operations.
In October 2002, the FASB issued Statement No. 147,
"Acquisitions of Certain Financial Institutions--an amendment
of FASB Statements No. 72 and 144 and FASB Interpretation No.
9", which removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and
requires that those transactions be accounted for in
accordance with Statements No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, to include in its
scope long-term customer-relationship intangible assets of
financial institutions such as depositor- and
borrower-relationship intangible assets and credit cardholder
intangible assets. The requirements relating to acquisitions
of financial institutions is effective for acquisitions for
which the date of acquisition is on or after October 1, 2002.
The provisions related to accounting for the impairment or
disposal of certain long-term customer-relationship intangible
assets are effective on October 1, 2002. The adoption of this
Statement did not have a material impact to the Company's
financial position or results of operations as the Company has
not engaged in either of these activities.
14
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
(1) Summary of Significant Accounting Policies, Continued:
New Accounting Pronouncements, Continued:
In December 2002, the FASB issued Statement No. 148,
"Accounting for Stock-Based Compensation--Transition and
Disclosure", which amends FASB Statement No. 123, Accounting
for Stock-Based Compensation, to provide alternative methods
of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of
Statement 123 to require prominent disclosures in both annual
and interim financial statements about the method of
accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition
guidance and annual disclosure provisions of Statement 148 are
effective for fiscal years ending after December 15, 2002,
with earlier application permitted in certain circumstances.
The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods
beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's
financial position or results of operations as the Company has
not elected to change to the fair value based method of
accounting for stock-based employee compensation.
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation
46 changes the criteria by which one company includes another
entity in its consolidated financial statements. Previously,
the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates
a variable interest entity is called the primary beneficiary
of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year
or interim period beginning after June 15, 2003. Certain of
the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company does not expect
the adoption to have a material impact to the Company's
financial position or results of operations.
(2) Related Party Transactions:
Office and Administrative Expenses
The Company neither owns nor leases any real or personal property. A
stockholder provides office services without charge. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein.
15
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 2002 AND 2001
(2) Related Party Transactions, Continued:
Due to Stockholder
A stockholder of the Company has advanced non-interest bearing funds
for the Company to use for financing short-term working capital.
(3) Stockholders' Equity:
The aggregate number of stock that the Company has authority to issue
is 25,000,000 shares, of which 20,000,000 shares shall be common stock
at a par value of $0.001 and 5,000,000 shares shall be preferred stock
at a par value of $0.001.
The Board of Directors shall have the authority from time to time to
divide the preferred shares into series and to fix by resolution the
voting powers, designation, preferences, and relative participating,
and other special rights, qualifications, limitations or restrictions
of the shares of any series established. As December 31, 2001, the
Board of Directors has not established any series of preferred shares.
On November 11, 1997, the Company sold 900,000 shares of the Company's
common stock, which was valued at $15,000, to the officers and
directors for $300. In connection with this sale the Company recognized
a compensation expense of $14,700. Also, during November 1997, the
Company completed a private placement selling 132,000 shares of the
Company's common stock for $2,200.
In June 2001, the Company issued 4,500,000 shares of its common stock,
which was valued at $15,000, to officers and directors for services. In
connection with this issuance the Company recognized compensation
expense of $15,000.
In December 2001, the Board of Directors authorized a stock split of
the Company's common stock 3:1, thus increasing the number of issued
and outstanding shares of the Company's common stock from 1,844,000 to
5,532,000. All applicable share and per share data presented have been
adjusted for the stock split.
16
Item 8. Changes in and Disagreements with Accountants.
------------------------------------------------------
There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------
Executive Officers and Directors.
The following table sets forth information regarding our executive officers and
directors as well as other key members of our management.
======================== =============== =====================================
Name Age Position
------------------------ --------------- -------------------------------------
Becky Bauer 36 President and a Director
------------------------ --------------- -------------------------------------
Brook Messick 33 Secretary, Treasurer and a Director
======================== =============== =====================================
Becky Bauer. Ms. Bauer has been our president and one of our directors since
June 2001. Ms. Bauer has over 12 years of experience in the retail and fashion
industry and has been involved in all facets of production from inception of
design to selling the finished product at trade shows and in house sales. From
1995 to 1997, Ms. Bauer worked as a sales associate for Nordstrom department
store in Costa Mesa, California. From 1997 to 2000, Ms. Bauer worked as a store
manager and sales representative for Tommy Hilfiger in Beverly Hills,
California. Beginning in 1999 and ending in 2000, Ms. Bauer worked for Comptoir
Sud Pacifique in Beverly Hills, California. From 2000 to the present, Ms. Bauer
has worked as a store manager Liz Lange Maternity in Beverly Hills, California.
Ms. Bauer attended Platt College of Graphic Design where she earned an Associate
of Arts degree in 1996 with an emphasis on fashion design. Ms. Bauer is not an
officer or a director of any reporting company.
Brook Messick. Ms. Messick has been our secretary, treasurer and one of our
directors since June 2001. From 1994 to 1996, Ms. Messick worked as a sales
consultant for Epicuren in Mission Viejo, California. From 1996 to 1997, Ms.
Messick worked as a sales consultant for Eddie Bauer department store. From 1997
to 1998, Ms. Messick worked for Mr. Plant. From 1998 to 2000, Ms. Messick worked
for On the Border. From 2000 to present, Ms. Messick has worked for Liz Lange
Maternity in Beverly Hills, California. Ms. Messick is not an officer or a
director of any reporting company.
There is no family relationship between any of our officers or directors. There
are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.
17
Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance. Our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).
Item 10. Executive Compensation
---------------------------------
Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.
Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us for the year ended
payable to our President and our other executive officers during the year ending
December 31, 2002. Our Board of Directors may adopt an incentive stock option
plan for our executive officers which would result in additional compensation.
===================================== ======== ============ ============== ===================== =====================
Name and Principal Position Year Annual Bonus ($) Other Annual All Other
Salary ($) Compensation ($) Compensation
------------------------------------- -------- ------------ -------------- --------------------- ---------------------
Becky Bauer, President, Director
2002 None None None None
------------------------------------- -------- ------------ -------------- --------------------- ---------------------
Brook Messick, Secretary,
Treasurer, Director 2002 None None None None
===================================== ======== ============ ============== ===================== =====================
Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our Board of Directors.
Compensation of Officers. As of April 30, 2003, our officers have received no
compensation for their services provided to us.
Employment Contracts. We do not anticipate that we will enter into any
employment contracts with any of our employees.
Stock Option Plan. We anticipate that we will adopt a stock option plan,
pursuant to which shares of our common stock will be reserved for issuance to
satisfy the exercise of options. The stock option plan will be designed to
retain qualified and competent officers, employees, and directors. Our Board of
Directors, or a committee thereof, shall administer the stock option plan and
will be authorized, in its sole and absolute discretion, to grant options
thereunder to all of our eligible employees, including officers, and to our
directors, whether or not those directors are also our employees. Options will
be granted pursuant to the provisions of the stock option plan on such terms,
subject to such conditions and at such exercise prices as shall be determined by
our Board of Directors. Our stock option plan and the stock option agreements
will provide that options granted pursuant to the stock option plan shall not be
exercisable after the expiration of ten years from the date of grant.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners. Other than directors and
officers, there are no beneficial owners of 5% or more of our issued and
outstanding common stock.
Security Ownership by Management. The following table specifies the number of
shares of common stock owned by our officers and directors.
18
===================== ====================================== ====================================== ========================
Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
--------------------- -------------------------------------- -------------------------------------- ------------------------
Common Stock Becky Bauer, president, secretary, 3,000,000 shares 54.23%
director
--------------------- -------------------------------------- -------------------------------------- ------------------------
Common Stock Brook Messick, secretary, treasurer, 1,500,000 shares 27.11%
director
--------------------- -------------------------------------- -------------------------------------- ------------------------
Common Stock All directors and named executive 81.34%
officers as a group
===================== ====================================== ====================================== ========================
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
Changes in Control. We are not aware of any arrangements which may result in
"changes in control" as that term is defined by the provisions of Item 403 of
Regulation S-B.
Item 12. Certain Relationships and Related Transactions.
---------------------------------------------------------
Conflicts Related to Other Business Activities. The persons serving as our
officers and directors have existing responsibilities and, in the future, may
have additional responsibilities, to provide management and services to other
entities in addition to us. As a result, conflicts of interest between us and
the other activities of those persons may occur from time to time. Specifically,
Becky Bauer, our president and a member of our board of directors, and Brook
Messick, our secretary and a member of our board of directors, both work at Liz
Lange Maternity. Their responsibilities to Liz Lange Maternity may interfere
with their responsibilities to us as they may be forced to spend less time on
our business if they are required to devote more time to Liz Lange Maternity.
We will attempt to resolve any such conflicts of interest in our favor. Our
officers and directors are accountable to us and our shareholders as
fiduciaries, which requires that such officers and directors exercise good faith
and integrity in handling our affairs. A shareholder may be able to institute
legal action on our behalf or on behalf of that shareholder and all other
similarly situated shareholders to recover damages or for other relief in cases
of the resolution of conflicts in any manner prejudicial to us.
Related Party Transactions. There have been no related party transactions,
except for the following:
Becky Bauer, our president and a member of our board of directors, currently
provides office space to us at no charge. We do not have a written lease
agreement with Ms. Bauer. We do not believe that she will require that we
reimburse her for providing office space.
Brook Messick, our corporate secretary and a member of our board of directors,
has agreed to provide storage facilities for our initial inventory. We do not
believe we will enter into a written lease agreement with Ms. Messick. Moreover,
we do not believe that Ms. Messick will require us to reimburse her for
providing storage facilities.
As of April 30, 2003, a former shareholder we owed $10,718 which was lent to us
to use as working capital. The funds bear no interest and the stockholder has
agreed to accept repayment if and when funds are available for repayment.
19
With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:
o disclose such transactions in prospectus where required;
o disclose in any and all filings with the Securities and Exchange
Commission, where required;
o obtain disinterested directors' consent; and
o obtain shareholder consent where required.
Item 13. Exhibits and Reports on Form 8-K
------------------------------------------
(a) Exhibit No.
---------------
3.1 Articles of Incorporation*
3.2 Certificate of Amendment to Articles of Incorporation*
3.3 Bylaws*
99.1 Section 906 Certification by Chief Executive Officer
99.2 Section 906 Certification by Chief Financial Officer
* Included in the registration statement on Form 10-SB filed on February 28,
2002.
(b) Reports on Form 8-K
------------------------
No reports on Form 8-K were filed during the period covered by
this annual report on Form 10-KSB.
Item 14. Controls and Procedures.
---------------------------------
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
20
SIGNATURES
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 in the City of Cypress, California, on April 30, 2003.
Togs for Tykes, Inc.
a Nevada corporation
By: /s/ Becky Bauer
------------------------------------
Becky Bauer
Its: principal executive officer
president and a director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Becky Bauer April 30, 2003
--------------------------------------------
Becky Bauer
Its: principal executive officer
president and a director
By: /s/ Brook Messick April 30, 2003
--------------------------------------------
Brook Messick
Its: secretary, treasurer and a director
21
CERTIFICATIONS
--------------
I, Becky Bauer, certify that:
1. I have reviewed this annual report on Form 10-KSB of Togs for Tykes, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual 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; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether 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: April 30, 2003
/s/ Becky Bauer
-----------------------
Becky Bauer
Chief Executive Officer
22
CERTIFICATIONS
--------------
I, Brook Messick, certify that:
1. I have reviewed this annual report on Form 10-KSB of Togs for Tykes, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual 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; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether 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: April 30, 2003
/s/ Brook Messick
-----------------------
Brook Messick
Chief Financial Officer