**UNITED**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

 

**ý****                                ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934**

** **

**For the quarterly period ended December 31, 2002**

** **

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from      to**

 

**CommissionFile number 0-25541**

 

**STARBERRYS CORPORATION**

(Exactname of registrant as specified in charter)

 

| **Nevada**                                |   | **91-1948357**       |
|-------------------------------------------|--------|----------------------|
| (State  or other jurisdiction of          |   | (I.R.S.  Employer    |
| incorporation  or organization)           |   | Identification  No.) |
|                                      |   |                 |
| **21—2236 Folkestone Way**           |   |                 |
| **West Vancouver, BC, Canada**            |   | **V7S 2X7**          |
| (Address  of principal executive offices) |   | (Zip  Code)          |

 

**604-922-0113**

Registrant’stelephone number, including area code

 

(Formername, address, and fiscal year, if changed since last report)

 

                Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports),  Yes ý   No o and ( ) has beensubject to filing requirements for the past 90 days.   Yes ý  No o

 

**APPLICABLE ONLY TO CORPORATE ISSUERS:**

 

Indicate the number of shares outstanding ofeach of the issuer’s classes of common stock, as of the last practicable date.

 

| **Class**                       |   | **Outstanding as of December 31, 2002** |
|---------------------------------|--------|-----------------------------------------|
| Common  Stock, $0.001 per share |   | 10,561,200                              |

 

 

 

 

----

 

# **INDEX**

 

** **
| **PART  1.**  |                                                                                                                                                                 |
|---------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                                 |
| **ITEM1.**    | Financial Statements                                                                                                                                                 |
|          |                                                                                                                                                                 |
|          | Balance Sheet as at  December 31, 2002 and September 30, 2002                                                                                                        |
|          |                                                                                                                                                                 |
|          | Statement of Operations   For the three months ended December 31, 2002 and 2001 and for the period from  October 8,1998 (Date of Inception) to December 31, 2002     |
|          |                                                                                                                                                                 |
|          | Statement of Cash Flows   For the three months ended December 31, 2002 and 2001 and for the period from  October 8,1998 (Date of Inception) to December 31,2002 |
|          |                                                                                                                                                                 |
|          | Notes to Financial  Statements                                                                                                                                       |
|          |                                                                                                                                                                 |
| **ITEM  2.**  | Plan of Operations                                                                                                                                                   |
|          |                                                                                                                                                                 |
| **PART  11.** | Signatures                                                                                                                                                           |
|          |                                                                                                                                                                 |

 

 

 

2

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# **PART 1** — FINANCIAL INFORMATION

 

# **ITEM 1.  FINANCIAL STATEMENTS**

 

The accompanying balance sheetof Starberrys Corporation (a development stage company) at December 31, 2002 andSeptember 30, 2002 and the statement of operations for the three months endedDecember 31, 2002 and 2001, and for the period from October 8, 1998 (date ofinception) to December 31, 2002 and the statement of cash flow for the threemonths ended December 31, 2002 and 2001 and for the period from October 8, 1998(date of inception) to December 31, 2002 have been prepared by the Company’smanagement in conformity with accounting principles generally accepted in theUnited States of America.  In theopinion of management, all adjustments considered necessary for a fairpresentation of the results of operations and financial position have beenincluded and all such adjustments are of a normal recurring nature.

 

Operating results for thethree months ended December 31, 2002, are not necessarily indicative of theresults that can be expected for the year ending September 30, 2003.

 

 

 

 

3

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**STARBERRYS CORPORATION**

(A DevelopmentStage Company)

 

**BALANCE SHEET**

 

December 31,2002  and September 30, 2002

(Unaudited -Prepared by Management)

 
|                                                                                                                |   | **December  31,   2002** |             | **September  30,   2002** |   |
|---------------------------------------------------------------------------------------------------------------------|--------|--------------------------|------------------|---------------------------|--------|
| **ASSETS**                                                                                                          |   |                     | ** **       |                      |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **CURRENT ASSETS**                                                                                                  |   |                     | ** **       |                      |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| Bank                                                                                                                |   | **$**                    | **32,230**       | ** **                | $      | 553 |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **TOTAL CURRENT ASSETS**                                                                                            |   | **$**                    | **32,230**       | ** **                | $      | 553 |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                       |   |                     | ** **       |                      |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **CURRENT LIABILITIES**                                                                                             |   |                     | ** **       |                      |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| Accounts  payable and accrued liabilities                                                                           |   | **$**                    | **131,102**      | ** **                | $      | 112,056 |   |
| Shareholder  loans                                                                                                  |   | **35,655**               | ** **       | 0                         |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **TOTAL CURRENT LIABILITIES**                                                                                       |   | **166,757**              | ** **       | 112,056                   |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| **STOCKHOLDERS’ EQUITY**                                                                                       |   |                     | ** **       |                      |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| Common  stock   200,000,000 shares authorized, at $0.001 par value, 10,561,200 shares issued  and outstanding  |   | **$**                    | **10,561 ** | ** **                | $      | 10,561  |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| Capital  in excess of par value                                                                                     |   | **91,281**               | ** **       | 91,281                    |   |
|                                                                                                                |   |                     | ** **       |                      |   |
| Deficit  accumulated during the development stage                                                                   |   | **(236,369**             | **)**            | (213,345                  | )      |
|                                                                                                                |   |                     | ** **       |                      |   |
| Total  Stockholders’ Deficiency                                                                                |   | **(134,527**             | **)**            | (111,503                  | )      |
|                                                                                                                |   |                     | ** **       |                      |   |
|                                                                                                                |   | **$**                    | **32,230**       | ** **                | $      | 553 |   |

 

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

 

 

 

4

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**STARBERRYS CORPORATION**

(A DevelopmentStage Company)

 

**STATEMENT  OF  OPERATIONS**

 

For the threemonths ended December 31, 2002 and 2001,

 and for the period from October 8, 1998 (Dateof Inception) to December 31, 2002

 

(Unaudited  — Prepared by Management)

 
|                                     |   | **For  the   Three Months   Ended   December 31, 2002** |        | **For the   Three Months   Ended   December 31, 2001** |   | **From  Inception To   December 31,  2002** |       |
|------------------------------------------|--------|---------------------------------------------------------|-------------|--------------------------------------------------------|--------|--------------------------------------------------|------------|
| **SALES**                                |   | **$**                                                   | **—**  | ** **                                             | $      | —                                           |       | **$** | **—** | ** ** |
|                                     |   |                                                    | ** **  |                                                   |   |                                             | ** ** |
| **GENERAL AND ADMINISTRATIVE EXPENSES:** |   |                                                    | ** **  |                                                   |   |                                             | ** ** |
| Loss  of license                         |   | **—**                                              | ** **  | —                                                 |   | **50,000**                                       | ** ** |
| Accounting  and audit                    |   | **1,175**                                               | ** **  | 950                                                    |   | **22,808**                                       | ** ** |
| Bank  charges and interest               |   | **150**                                                 | ** **  | 18                                                     |   | **699**                                          | ** ** |
| Consulting                               |   | **—**                                              | ** **  | —                                                 |   | **17,913**                                       | ** ** |
| Filing  fees                             |   | **2,294**                                               | ** **  | —                                                 |   | **7,809**                                        | ** ** |
| Legal                                    |   | **17,826**                                              | ** **  | —                                                 |   | **108,834**                                      | ** ** |
| Office  and administrative expenses      |   | **—**                                              | ** **  | —                                                 |   | **4,397**                                        | ** ** |
| Rent                                     |   | **—**                                              | ** **  | —                                                 |   | **4,500**                                        | ** ** |
| Telephone                                |   | **—**                                              | ** **  | —                                                 |   | **2,700**                                        | ** ** |
| Transfer  agent’s fees              |   | **1,587**                                               | ** **  | 1,541                                                  |   | **10,425**                                       | ** ** |
| Travel                                   |   | **—**                                              | ** **  | —                                                 |   | **3,416**                                        | ** ** |
| Website  fees                            |   | **—**                                              | ** **  | —                                                 |   | **500**                                          | ** ** |
| Miscellaneous  other                     |   | **(8**                                                  | **)**       | —                                                 |   | **2,368**                                        | ** ** |
|                                     |   |                                                    | ** **  |                                                   |   |                                             | ** ** |
| **NET LOSS**                             |   | **$**                                                   | **(23,024** | **)**                                                  | $      | (2,509                                           | )          | **$** | **(236,369** | **)** |
|                                     |   |                                                    | ** **  |                                                   |   |                                             |       |
| **NET LOSS PER COMMON SHARE**            |   |                                                    | ** **  |                                                   |   |                                             |       |
|                                     |   |                                                    | ** **  |                                                   |   |                                             |       |
| Basic                                    |   | **$**                                                   | **—**  | ** **                                             | $      | —                                           |       |   |   |
|                                     |   |                                                    | ** **  |                                                   |   |                                             |       |
| **AVERAGE OUTSTANDING SHARES**           |   |                                                    | ** **  |                                                   |   |                                             |       |
|                                     |   |                                                    | ** **  |                                                   |   |                                             |       |
| Basic                                    |   | **10,561,200**                                          | ** **  | 10,535,000                                             |   |                                             |       |

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

 

 

5

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**STARBERRYS CORPORATION**

 (A Development Stage Company)

 

**STATEMENT  OF  CASH FLOWS**

 

For the threemonths ended December 31, 2002 and 2001 and for the period from

October 8,1998 (Date of Inception) to December 31, 2002

(Unaudited -Prepared by Management)

 
|                                                                                          |   | **For  the   Three Months Ended December 31, 2002** |        | **For  the   Three Months Ended December 31, 2001** |   | **From  Inception To December 31, 2002** |       |
|-----------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|-------------|-----------------------------------------------------|--------|------------------------------------------|------------|
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                                     |   |                                                |        |                                                |   |                                     |       |
|                                                                                          |   |                                                |        |                                                |   |                                     |       |
| Net  loss                                                                                     |   | **$**                                               | **(23,024** | )                                                   | $      | (2,509                                   | )          | **$** | **(236,369** | **)** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Adjustments  to reconcile net loss to  net cash  provided by operating  activities: |   |                                                |        |                                                |   |                                     | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Changes  in current assets and liabilities:                                                   |   |                                                |        |                                                |   |                                     | ** ** |
| Capital  contributions — expenses                                                        |   | **—**                                          |        | —                                              |   | **10,950**                               | ** ** |
| Accounts  payable                                                                             |   | **19,046**                                          |        | 2,542                                               |   | **131,102**                              | ** ** |
| Shareholder  loans                                                                            |   | **35,655**                                          |        | —                                              |   | **35,655**                               | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Net  cash (deficiency) from operations                                                        |   | **31,677**                                          |        | 33                                                  |   | **(58,662**                              | **)**      |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| **CASH FLOWS FROM INVESTING ACTIVITIES:**                                                     |   |                                                |        |                                                |   |                                     | ** ** |
|                                                                                          |   | **—**                                          |        | —                                              |   | **—**                               | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                     |   |                                                |        |                                                |   |                                     | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Proceeds  from issuance of common stock                                                       |   | **—**                                          |        | —                                              |   | **90,892**                               | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Net  Increase (Decrease) in Cash                                                              |   | **31,677**                                          |        | 33                                                  |   | **32,230**                               | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| Cash  at Beginning of Period                                                                  |   | **553**                                             |        | 2                                                   |   | **—**                               | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |
| **CASH AT END OF PERIOD**                                                                     |   | **$**                                               | **32,230**  | ** **                                          | $      | 35                                       | ** ** | **$** | **32,230** | ** ** |
|                                                                                          |   |                                                |        |                                                |   |                                     | ** ** |

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

** **

 

6

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** **

**STARBERRYS CORPORATION**

(A DevelopmentStage Company)

 

**NOTES  TO  FINANCIAL STATEMENTS**

 

December 31,2002

 

(Unaudited -Prepared by Management)

 

 

**1.             ORGANIZATION**

 

The Company was incorporated under the lawsof the State of Nevada on October 8, 1998 under the name of “Cigar KingCorporation” with authorized common stock of 200,000,000 shares at $0.001 parvalue.  On September 13, 2002 the namewas changed to “Starberrys Corporation” as part of a change in the authorized capitalstock by the addition of 50,000,000 shares of preferred stock with a par valueof $0.001.  There are no preferredshares issued and the terms have not been determined.

 

The Company was organized for the purposeof engaging in quality cigar sales. During 1998 the Company purchased the right to use the name “Cigar King”to market high quality cigars and during 2000 the activity was abandoned.  During 2002, under a new board of directorsand management, the Company has been looking for another project.  No operations have been started.

 

The Company is in the development stage.

 

 

**2.             SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES**

 

Accounting Methods

 

The Company recognizes income and expensesbased on the accrual method of accounting.

 

Dividend Policy

 

The Company has not yet adopted a policyregarding payment of dividends.

 

                IncomeTaxes

 

                                                On December 31, 2002 theCompany had a net operating loss carry forward of  $236,369.  The tax benefitof approximately $70,910 from the loss carry forward has been fully offset by avaluation reserve because the use of the future tax benefit is doubtful sincethe Company has no operations.  The netoperating loss will expire in 2022.

 

                                                Basic and Diluted Net Income(Loss) Per Share

 

                                                Basic net income (loss) pershare amounts are computed based on the weighted average number of sharesactually outstanding.  Diluted netincome (loss) per share amounts are computed using the weighted average numberof common shares and common equivalent shares outstanding as if shares had beenissued on the exercise of the preferred share rights unless the exercisebecomes antidilutive and then only the basic per share amounts are shown in thereport.

 

 

7

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Cash and CashEquivalents

 

The Company considers all highly liquidinstruments purchased with a maturity, at the time of purchase, of less thanthree months, to be cash equivalents.

 

Financial Instruments

 

The carrying amounts of financialinstruments, including cash and accounts payable, are considered by managementto be their estimated fair values.

 

Estimates and Assumptions

 

Management uses estimates and assumptionsin preparing financial statements in accordance with generally acceptedaccounting principles.  Those estimatesand assumptions affect the reported amounts of the assets and liabilities, thedisclosure of contingent assets and liabilities, and the reported revenues andexpenses.  Actual results could varyfrom the estimates that were assumed in preparing these financial statements.

 

 

**3.****                                     ****COMMON CAPITAL STOCK**

 

**                                               **Sinceits inception, the Company has completed private placements of 10,561,200shares of its common capital stock for $90,892.

 

**4.****                                     ****COMMON CAPITAL STOCK OPTIONS**

 

**                                               **OnJune 6, 2002 the Company granted stock options to related parties of 1,140,000shares of common stock at $1.00 per share which will expire on June 6,2005.  The options vest in equalproportions of one-twelfth on the first day of each calendar quarter startingthe October to December 2002 quarter. On the date of the grant the fair value of outstanding shares of theCompany was less than $1.00.  As therehave been no transaction involving the Company’s shares since common stock wassold from Treasury in July 2002 at $0.50 per share, it is assumed that theoptions vested to December 31, 2002 have no value.

 

**5.****                                     ****SHAREHOLDER LOANS**

 

**                                               **Duringthe three months ended December 31, 2002, loans of $35,655 were advanced to theCompany by a shareholder. These loans are non-interest bearing, unsecured anddue on demand.

 

**6.****                                     ****RELATED PARTY TRANSACTIONS**

** **

 

8

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Officers,directors and key consultants have acquired 34% of the outstanding common stockand have received the stock options outlined in note 4.

 

**6.             GOING CONCERN**

 

                                                The Company does not have theworking capital to service its debt and for any future planned activity. TheCompany’s management believes they can obtain the necessary working capitalneeded to pay its debt and for any future planned activity by receiving loansfrom officers, directors and shareholders, and by additional equity fundingwhich will enable the Company to operate for the coming year.

 

 

9

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# **ITEM 2.   PLANOF OPERATIONS**

 

Under new management and Board of Directors,the Company is in process of looking for a new business.

 

### Liquidity and Capital Resources

 

When a new business for the Company has beenidentified and a business plan developed, the process of raising funds will beinitiated to fund the new activities.

 

### Results of Operations

 

The Company has had norevenues from operations since its inception.

 

 

 

 

10

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#  

# **SIGNATURES**

 

In accordance with Section 13 or 15(d) of theExchange Act, the registrant has caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 

 

# **STARBERRYSCORPORATION**

(Registrant)

 
|   | By:    | /s/  “*JOHN  H. GOODWIN”*      |
|--------|--------|-----------------------------------------------|
|   |   | John  H. Goodwin, Chairman, President and CEO |
|   |   | Date:  February 14, 2003                 |

 

 

In accordance with the Exchange Act, thisreport has been signed below by the following persons on its behalf by theregistrant and in the capacities and on the dates indicated.

 
|   | By:    | /s/  “*JOHN  H. GOODWIN”*      |
|--------|--------|-----------------------------------------------|
|   |   | John  H. Goodwin, Chairman, President and CEO |
|   |   | Date:  February 14, 2003                 |

 

 
|   | By:    | /s/  “*KENNETH  R. TOLMIE”*                  |
|--------|--------|-------------------------------------------------------------|
|   |   | Kenneth  R. Tolmie, Chief Financial Officer   and Secretary |
|   |   | Date:  February 14, 2003                               |

 

 

 

 

11

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**CERTIFICATION PURSUANT TOSECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I, John H. Goodwin, certify that:

 

1.   I have reviewedthis quarterly report on Form 10-Q for the three months ended December 31, 2002of Starberrys Corporation, the registrant;

 

2.   Based onmy knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.   Based onmy knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.   Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)   designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)   evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 45 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)   presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5.   Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

 

a)   allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)   any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

 

6.   Theregistrant’s other certifying officer and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 

12

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| Dated: February 14, 2003 |   | /s/ * JOHN H.  GOODWIN* |   |
|--------------------------|--------|------------------------------|--------|
|                     |   | **John H. Goodwin**          |   |
|                     |   | **Chief Executive Officer**  |   |

 

 

**CERTIFICATION PURSUANT TOSECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Kenneth R. Tolmie, certify that:

 

1.   I havereviewed this quarterly report on Form 10-Q for the three months ended December31, 2002 of Starberrys Corporation, the registrant;

 

2.   Based onmy knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.   Based onmy knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.   Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)   designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)   evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 45 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)   presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5.   Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

 

a)   allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data 

 

 

 

13

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and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)   any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.   Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| Dated: February 14, 2003 |   | /s/  *KENNETH  R. TOLMIE* |
|--------------------------|--------|--------------------------------|
|                     |   | **Kenneth R. Tolmie**          |
|                     |   | **Chief Financial Officer**    |

 

 

 

 

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