**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-QSB**

 

**(MarkOne)**

 

|                                                                                                                                                                                                                                                                                                                                                                                     | **ý** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 0F 1934**  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                     |
| **For the period ended: January 31, 2003**                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                     |
| **or**                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                     |       |                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                     | **o**      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                                                                                     |
| **For the transition period from                                to                            ** |
|                                                                                                                                                                                                                                                                                                                                                                                     |
| **Commission File Number 0-30432**                                                                                                                                                                                                                                                                                                                                                       |

 

**ARBOR ENTECH CORPORATION**

(Exactname of registrant as specified in its charter)

 

| **Delaware**                                                                        |   | **22-2335094**                            |
|-------------------------------------------------------------------------------------|--------|-------------------------------------------|
| (State  or other jurisdiction of  incorporation or organization)                    |   | (I.R.S.  Employer Identification  Number) |
|                                                                                |   |                                      |
| **Route 349, RD 1, Box 1076, Little Marsh, PA**                                     |   | **16931**                                 |
| (Address  of Principal Executive Offices)                                           |   | (Zip  Code)                               |
|                                                                                |   |                                      |
| Registrant’s  Telephone Number, including Area Code:                           |   | **(570) 376-2217**                        |
|                                                                                |   |                                      |
| (Former  name, former address and former fiscal year, if changed since last report) |

 

Check whether the issuer (1) filed allreports required to be filed by Section 13 or 15(d) of the Exchange Act  during the past 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 

ý   Yes              o   No

 

Indicate the number of shares outstanding ofeach of the issuer’s classes of common equity as of the latest practicabledate.

 

| **Class**                                |   | **Outstanding at January 31, 2003** |
|------------------------------------------|--------|-------------------------------------|
| Common  Stock, par value $.001 per share |   | 7,050,540                           |

 

Transitional Small BusinessFormat (check one):    Yes   o                                                    No  ý

 

 

----

 

ARBOR ENTECH CORPORATION

 

BALANCE SHEET

JANUARY 31, 2003

 

(Unaudited)

 
| ASSETS                                                                                                |   |       |    |
|-------------------------------------------------------------------------------------------------------|--------|------------|---------|
|                                                                                                  |   |       |    |
| Current Assets:                                                                                       |   |       |    |
| Cash and Cash Equivalents                                                                             |   | $          | 345,072 |   |
| Accounts Receivable                                                                                   |   | 174,901    |    |
| Inventories                                                                                           |   | 88,118     |    |
| Prepaid Expenses                                                                                      |   | 13,399     |    |
|                                                                                                  |   |       |    |
| Total Current Assets                                                                                  |   | 621,490    |    |
|                                                                                                  |   |       |    |
| Property, Plant and Equipment (Net of  Accumulated Depreciation of $95,324)                           |   | 44,734     |    |
|                                                                                                  |   |       |    |
|                                                                                                  |   | $          | 666,224 |   |
|                                                                                                  |   |       |    |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                             |   |       |    |
|                                                                                                  |   |       |    |
| Current Liabilities:                                                                                  |   |       |    |
| Accounts Payable                                                                                      |   | $          | 30,117  |   |
|                                                                                                  |   |       |    |
| Commitments and Contingencies                                                                         |   |       |    |
|                                                                                                  |   |       |    |
| Stockholders’ Equity:                                                                            |   |       |    |
| Common Stock, $.001 Par Value; Authorized  10,000,000 Shares; Issued and Outstanding 7,050,540 Shares |   | 7,050      |    |
| Additional Paid-In Capital                                                                            |   | 2,279,771  |    |
| Retained Earnings (Deficit)                                                                           |   | (585,760   | )       |
| Notes Receivable – Related Parties                                                               |   | (1,064,954 | )       |
|                                                                                                  |   |       |    |
| Total Stockholders’ Equity                                                                       |   | 636,107    |    |
|                                                                                                  |   |       |    |
|                                                                                                  |   | $          | 666,224 |   |

 

The accompanyingnotes are an integral part of the financial statements.

 

2

----

 

ARBOR ENTECH CORPORATION

 

STATEMENT OF OPERATIONS

(Unaudited)

 
|                                          |   | **Three Months Ended  January 31,** |    | **Nine Months Ended  January 31,** |   |
|-----------------------------------------------|--------|-------------------------------------|---------|------------------------------------|--------|
|                                          |   | **2003**                            |    | **2002**                           |   | **2003** |   | **2002** |   |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Net Sales                                     |   | $                                   | 201,880 |                               | $      | 459,497 |   | $ | 571,337 |   | $ | 1,053,475 |   |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Costs and Expenses:                           |   |                                |    |                               |   |   |   |   |   |
| Cost of Sales                                 |   | 121,129                             |    | 230,231                            |   | 342,803 |   | 527,844 |   |
| Selling, General and Administrative  Expenses |   | 134,789                             |    | 230,014                            |   | 376,615 |   | 561,639 |   |
|                                          |   | 255,918                             |    | 460,245                            |   | 719,418 |   | 1,089,483 |   |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Operating (Loss)                              |   | (54,038                             | )       | (748                               | )      | (148,081 | ) | (36,008 | ) |
| Other Income:                                 |   |                                |    |                               |   |   |   |   |   |
| Interest Income                               |   | 363                                 |    | 297                                |   | 1,215 |   | 4,744 |   |
| Other                                         |   | 780                                 |    | —                             |   | 780 |   | 4,882 |   |
| Total Other Income                            |   | 1,143                               |    | 297                                |   | 1,995 |   | 9,626 |   |
|                                          |   |                                |    |                               |   |   |   |   |   |
| (Loss) before Provision for Income Taxes      |   | (52,895                             | )       | (451                               | )      | (146,086 | ) | (26,382 | ) |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Provision for Income Taxes                    |   | —                              |    | 3,400                              |   | — |   | 8,000 |   |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Net (Loss)                                    |   | $                                   | (52,895 | )                                  | $      | (3,851 | ) | $ | (146,086 | ) | $ | (34,382 | ) |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Earnings Per Common Share – Basic        |   | $                                   | (.01    | )                                  | $      | (.00 | ) | $ | (.02 | ) | $ | (.00 | ) |
|                                          |   |                                |    |                               |   |   |   |   |   |
| Weighted Average Shares Outstanding           |   | 7,050,450                           |    | 7,050,450                          |   | 7,050,450 |   | 7,050,450 |   |

 

The accompanyingnotes are an integral part of the financial statements.

 

3

----

 

ARBOR ENTECH CORPORATION

 

STATEMENT OF CASH FLOWS

(Unaudited)

 
|                                                                                      |   | **Nine Months Ended  January 31,** |
|-------------------------------------------------------------------------------------------|--------|------------------------------------|
|                                                                                      |   | **2003**                           |   | **2002** |   |
|                                                                                      |   |                               |   |   |   |
| Cash Flows from Operating Activities:                                                     |   |                               |   |   |   |
| Net (Loss)                                                                                |   | $                                  | (146,086 | ) | $ | (34,382 | ) |
| Adjustments to Reconcile Net (Loss) to Net  Cash Provided (Used) by Operating Activities: |   |                               |   |   |   |
| Depreciation                                                                              |   | 11,191                             |   | 10,179 |   |
| Changes in Operating Assets and  Liabilities                                              |   |                               |   |   |   |
| Decrease (Increase) in Accounts Receivable                                                |   | 132,906                            |   | (267,850 | ) |
| Decrease (Increase) Decrease in  Inventories                                              |   | 56,121                             |   | (51,961 | ) |
| Decrease in Other Current Assets                                                          |   | 27,210                             |   | 25,208 |   |
| (Decrease) in Accounts Payable                                                            |   | (28,796                            | ) | (88,666 | ) |
|                                                                                      |   |                               |   |   |   |
| Total Adjustments                                                                         |   | 198,632                            |   | (373,090 | ) |
|                                                                                      |   |                               |   |   |   |
| Net Cash Provided (Used) by Operating  Activities                                         |   | 52,546                             |   | (407,472 | ) |
|                                                                                      |   |                               |   |   |   |
| Cash Flows from Investing Activities:                                                     |   | —                             |   | — |   |
|                                                                                      |   |                               |   |   |   |
| Cash Flows from Financing Activities:                                                     |   |                               |   |   |   |
| Capital Contributed                                                                       |   | 51,402                             |   | 65,339 |   |
| Loans to Related Parties                                                                  |   | (10,902                            | ) | (65,339 | ) |
| Payment of Accrued Interest on Loans to  Related Party                                    |   | —                             |   | 21,000 |   |
|                                                                                      |   |                               |   |   |   |
| Net Cash Provided by Financing Activities                                                 |   | 40,500                             |   | 21,000 |   |
|                                                                                      |   |                               |   |   |   |
| Increase (Decrease) in Cash and Cash  Equivalents                                         |   | 93,046                             |   | (386,472 | ) |
|                                                                                      |   |                               |   |   |   |
| Cash and Cash Equivalents – Beginning of  Period                                     |   | 252,026                            |   | 625,438 |   |
|                                                                                      |   |                               |   |   |   |
| Cash and Cash Equivalents – End of Period                                            |   | $                                  | 345,072 |   | $ | 238,966 |   |
|                                                                                      |   |                               |   |   |   |
| Supplemental Cash Flow Information:                                                       |   |                               |   |   |   |
| Cash Paid for Interest                                                                    |   | $                                  | — |   | $ | — |   |
|                                                                                      |   |                               |   |   |   |
| Cash Paid for Income Taxes                                                                |   | $                                  | 5,662 |   | $ | 9,304 |   |

 

The accompanyingnotes are an integral part of the financial statements.

 

4

----

 

ARBOR ENTECH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2003

(Unaudited)

 

 

NOTE 1 -                                               UnauditedInterim Financial Statements

 

In the opinionof the Company’s management, the accompanying unaudited interim financialstatements reflect all adjustments, consisting only of normal recurringadjustments, necessary for a fair presentation of the financial position andresults of operations and cash flows for the periods presented.

 

Results ofoperations for interim periods are not necessarily indicative of the results ofoperations for a full year.

 

NOTE 2 -                                               Inventories

 

Inventoriesconsist of the following:

 
| Raw Materials  |   | $      | 74,901 |   |
|----------------|--------|--------|--------|--------|
| Finished Goods |   | 13,217 |   |
|           |   |   |   |
|           |   | $      | 88,118 |   |

 

NOTE 3 -                                               Property, Plant andEquipment

 

Property,plant and equipment consists of the following:

 
| Land                                  |   | $       | 22,058 |   |
|---------------------------------------|--------|---------|--------|--------|
| Building and Improvements             |   | 61,114  |   |
| Machinery and Equipment               |   | 4,300   |   |
| Computers                             |   | 12,804  |   |
| Automobiles and Trucks                |   | 39,782  |   |
|                                  |   | 140,058 |   |
| Less:   Accumulated Depreciation |   | 95,324  |   |
|                                  |   |    |   |
|                                  |   | $       | 44,734 |   |

 

The land andbuilding are collateralized by a mortgage held by the Company’sSecretary/Treasurer (see Note 6).

 

NOTE 4 -                                               Notes Receivable –Related Parties

 

Notesreceivable from related parties consists of amounts due from affiliated companies.  These notes and accrued interest thereon areclassified as a deduction from stockholders’ equity.  Although the notes bear interest such interest is not recorded asincome for financial statement purposes but as additional contributed capital.  The notes are 10 year notes effectiveNovember 1999.  Interest was originally10% per annum and in October 2001 was reduced to 7% per annum.

 

5

----

 
| The notes consist of the following:  |   |    |      |
|--------------------------------------|--------|---------|-----------|
| Receivable from:                     |   |    |      |
| Rushmore Financial Services, Inc.(a) |   | $       | 784,024   |   |
| ATTAIN Technology, Inc.              |   |    |      |
| (F/K/A Double H Management Corp.)(b) |   | 195,072 |      |
|                                 |   | 979,096 |      |
| Accrued Interest                     |   | 85,858  |      |
|                                 |   | $       | 1,064,954 |   |

 

----

(a)  Acorporation wholly owned by Mark Shefts and Harvey Houtkin.

(b)  Awholly owned subsidiary of Rushmore Financial Services, Inc.

 

NOTE 5 -                                               Related PartyTransactions

 

TheCompany incurred $40,500 and $27,000 in administrative fees to a Company ownedby two of its significant stockholders during the nine months ended January 31,2003 and 2002 respectively.

 

NOTE 6 -                                               Commitments andContingencies

 

Line of Credit

 

TheCompany has a revolving credit facility with its Secretary/Treasurer, securedby a mortgage of the Company’s real property located in Tioga County, Pennsylvania.  This revolving line of credit provides forthe extension of credit in the aggregate principal amount of $100,000 withinterest at 11% per annum.  Principaland interest are payable on demand. There was no balance due at January 31, 2003 on this credit facility.

 

Item 2 -                                                         Management’sDiscussion and Analysis of Financial Condition and Results of Operations

 

Safe Harbor Statement under the Private SecuritiesLitigation Reform Act of 1995

 

The statementscontained in this report which are not historical fact are “forward-lookingstatements” that involve various important assumptions, risks, uncertaintiesand other factors which could cause the Company’s actual results for 2002 andbeyond to differ materially from those expressed in such forward-lookingstatements.  These important factorsinclude, without limitation, competitive factors and pricing pressures, changesin legal and regulatory requirements, technological change or difficulties,product development risks, commercialization and trade difficulties and generaleconomic conditions, as well as other risks previously disclosed in theCompany’s securities filings and press releases.

 

General

 

Weare a wood products company which has been in business since 1980.  Our business has increased over theyears.  We are almost wholly dependenton sales to Home Depot.

 

 

6

----

Results of operations

 

**Quarter ended January 31, 2003compared to the quarter ended January 31, 2002.**

 

Netsales for the quarter ended January 31, 2003 were approximately $202,000, adecrease of $257,000 or 56% as compared to net sales of approximately $459,000for the quarter ended January 31, 2002. Net sales decreased primarily due to decreased orders from Home Depot.

 

Costof sales were approximately $121,000 for the quarter ended January 31, 2003, adecrease of approximately $109,000 or 47% over the comparable 2002 period costof sales of approximately $230,000. Cost of sales as a percentage of net sales was approximately 60% for thequarter ended January 31, 2003 compared to approximately 50% for the quarterended January 31, 2002.  This increaseis primarily attributable to an increase in product costs during the currentyear that was not passed on to Home Depot.

 

Selling,general and administrative expenses were approximately $136,000 for the quarterended January 31, 2003, a decrease of approximately $94,000 or 41% overselling, general and administrative expenses of approximately $230,000 for thequarter ended January 31, 2002.  Thisdecrease was due primarily to decreases in salaries and related costs ofapproximately $72,000 and other general expenses of $22,000.

 

Interestincome for the quarter ended January 31, 2003 was approximately $400 comparedto $300 for the quarter ended January 31, 2002.

 

Otherincome for the quarter ended January 31, 2003 was $800, compared to $0 for thequarter ended January 31, 2002.

 

Arbor’snet loss increased from approximately $3,900 for the quarter ended January 31,2002 to a net loss of approximately $54,000 for the quarter ended January 31,2003.

 

**Nine months ended January 31, 2003compared to the nine months ended January 31, 2002.**

 

Netsales for the nine months ended January 31, 2003 were approximately $571,000, adecrease of $482,000 or 46% as compared to net sales of approximately$1,053,000 for the nine months ended January 31, 2002.  Net sales decreased primarily due todecreased orders from Home Depot.

 

Costof sales were approximately $343,000 for the nine months ended January 31,2003, a decrease of approximately $185,000 or 35% over the comparable 2002period cost of sales of approximately $528,000.  Cost of sales as a percentage of net sales was approximately 60%for the nine months ended January 31, 2003 compared to approximately 50% for thenine months ended January 31, 2002. This increase is primarily attributable to an increase in product costsduring the period that was not passed on to Home Depot.

 

Selling,general and administrative expenses were approximately $377,000 for the nine monthsended January 31, 2003, a decrease of approximately $185,000 or 33% overselling, general and administrative expenses of approximately $562,000 for thenine months ended January 31, 2002. This decrease was due primarily to decreases in salaries and relatedcosts of approximately $144,000 and other general expenses of $41,000.

 

Interestincome for the nine months ended January 31, 2003 was approximately $1,200compared to interest income of $4,700 for the nine months ended January 31,2002.

 

Otherincome for the nine months ended January 31, 2003 was approximately $780,compared to $4,900 for the nine months ended January 31, 2002.

 

Arbor’snet loss increased from a net loss of approximately $34,000 for the nine monthsended January 31, 2002 to a net loss of approximately $147,000 for the ninemonths ended January 31, 2003.

 

 

7

----

Liquidity and capital resources

 

In the periodsdiscussed above, Arbor’s working capital requirements have been met primarilyfrom sales of its wood products.  AtJanuary 31, 2003 we had working capital of approximately $590,000.

 

Asat January 31, 2003, we had cash and cash equivalents of approximately$345,000, which represented 52% of total assets.  Arbor believes it has adequate working capital and will generatenet revenues adequate to fund its operations for at least the next 12 months.

 

Netcash provided by operating activities amounted to approximately $53,000 fornine months ended January 31, 2003.  Netloss of $147,000 was reduced by decreases in accounts receivable of $133,000and inventories of $56,000.  It wasfurther reduced by a decrease in accounts payable of $28,000.  Net cash provided by operating activitieswas increased by decreases in other current assets of $27,000 and non-cashdepreciation charges of $11,000.

 

Netcash provided by financing activities was approximately $41,000 for the ninemonths ended January 31, 2003.  This wasprimarily attributable to the capital contributions made by related parties.

 

Item 3.                                                             Quantitativeand Qualitative Disclosures About Market Risk

 

The Company’sloans to third parties are at a fixed rate of interest.  The Company has no loans outstanding.

 

Item 4.                                                             Controlsand Procedures

 

(a)                                  Evaluationof Disclosure Controls and Procedures:

 

Within 90 daysbefore filing this Report on Form 10-QSB, an evaluation of the effectiveness ofthe design and operation of the Company’s disclosure controls and procedureswas carried out by the Company under the supervision and with the participationof the Company’s management, including the Chief Executive Officer and ChiefFinancial Officer.  Based on thatevaluation, the Chief Executive Officer and Chief Financial Officer concludedthat, as of the date of their evaluation, the Company’s disclosure controls andprocedures (i) are effective in timely alerting them to material informationrelating to the Company required to be included in the Company’s periodic SECfilings and (ii) have been designed and are being operated in a manner thatprovides reasonable assurance that the information required to be disclosed bythe Company in reports filed or submitted under the Securities Exchange Act of1934, as amended, is recorded, processed, summarized and reported within thetime periods specified in the SEC’s rules and forms.

 

(b)                                 Changesin Internal Controls:

 

Subsequent to the date the Company carried out its evaluation, therehave been no significant changes in the Company’s internal controls or in otherfactors which could significantly affect internal controls, including anycorrective actions with regard to significant deficiencies and materialweaknesses.

 

 

8

----

PART II - OTHER INFORMATION

 

Item 6.  Exhibits and Reports on Form 8-K

 

(a)  None

(b)  None

 

SIGNATURES

 

In accordance with therequirements of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                   | ARBOR ENTECH  CORPORATION |
|------------------------|---------------------------|
|                   |                      | Registrant |
|                   |                      |
|                   | By:                       | /s/ Harvey  Houtkin |   |
|                   |                      | Harvey Houtkin |
|                   |                      | President |
|                   |                      |   |
|                   | By:                       | /s/ Mark  Shefts |   |
|                   |                      | Mark Shefts |
|                   |                      | Chief Financial Officer |
| Dated: March  12, 2003 |                      |
|                        |                           |  |  |  |

 

 

Certification of Chief Executive OfficerPursuant to18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

9

----

 

Inconnection with the Quarterly Report on Form 10-QSB of Arbor EnTech Corporation(the “Company”) for the quarterly period ended January 31, 2003 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I,Harvey Houtkin, Chairman and Chief Executive Officer of the Company, herebycertify that:

 

(1)   I, Harvey Houtkin, havereviewed this quarterly report on Form 10-QSB of Arbor EnTech Corporation;

 

(2)   Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

(3)   Based on my knowledge, thefinancial statements and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;

 

(4)   The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and have:

 

(a)                                  designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b)                                 evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)                                  presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

(5)   The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)                                  all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

(b)                                 any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

(6)   The registrant’s othercertifying officers and I have indicated in this quarterly report whether ornot there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

10

----

 
| March 12, 2003 | /s/ Harvey Houtkin      |   |
|----------------|-------------------------|--------|
|           | Harvey Houtkin          |
|           | Chief Executive Officer |
|           |                    |

 

Certification of Chief Financial OfficerPursuant to18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

Inconnection with the Quarterly Report on Form 10-QSB of Arbor EnTech Corporation(the “Company”) for the quarterly period ended January 31, 2003 as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I,Mark Shefts, Chief Financial Officer of the Company, hereby certify that:

 

(1)   I, Mark Shefts, havereviewed this quarterly report on Form 10-QSB of Arbor EnTech Corporation;

 

(2)   Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

(3)   Based on my knowledge, thefinancial statements and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;

 

(4)   The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and have:

 

(a)                                  designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b)                                 evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

 

(c)                                  presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

(5)   The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)                               all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

11

----

 

(b)                                 any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

(6)   The registrant’s othercertifying officers and I have indicated in this quarterly report whether ornot there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

 
| March 12, 2003 | /s/ Mark Shefts         |   |
|----------------|-------------------------|--------|
|           | Mark Shefts             |
|           | Chief Financial Officer |

 

 

Certification of Chief Executive OfficerPursuant to 18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

In connection with theQuarterly Report on Form 10-QSB of Arbor EnTech Corporation (the “Company”) forthe quarterly period ended January 31, 2003, as filed with the Securities andExchange Commission (the “Commission”) on the date hereof (the “Report”), as amendedby this Report on Form 10-QSB/A as filed with the Commission on the date hereof(the “Amended Report”), Harvey Houtkin, as Chairman and Chief Executive Officerof the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)                                  The Quarterly Reportfor the quarterly period ended January 31, 2003, fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,as amended; and

 

(2)                                  The information inthe Quarterly Report, and the information in the Report, fairly presents, inall material respects, the financial condition and results of operations of theCompany.

 
| March 12,  2003 | /s/ Harvey  Houtkin      |   |
|-----------------|--------------------------|--------|
|            | Harvey  Houtkin          |
|            | Chief  Executive Officer |

 

 

Certification of Chief Financial OfficerPursuant to 18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002

 

12

----

 

In connection with theQuarterly Report on Form 10-QSB of Arbor EnTech Corporation (the “Company”) forthe quarterly period ended January 31, 2003, as filed with the Securities andExchange Commission (the “Commission”) on the date hereof (the “Report”), asamended by this Report on Form 10-QSB/A as filed with the Commission on thedate hereof (the “Amended Report”), Mark Shefts, as Chief Financial Officer ofthe Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(3)                                  The Quarterly Reportfor the quarterly period ended January 31, 2003, fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,as amended; and

 

(4)                                  The information inthe Quarterly Report, fairly presents, in all material respects, the financialcondition and results of operations of the Company.

 

 
| March 12,  2003 | /s/ Mark  Shefts         |   |
|-----------------|--------------------------|--------|
|            | Mark Shefts              |
|            | Chief  Financial Officer |

 

13

----