-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JOvD3GTLh4oFUkZY+AWOfmIbEfPQbgiHjxMKaLs6HW7vGr0AHa8ALSi/n+8N1ugK 4QmrAJS3QM/BJEHRQw7N/w== 0001019056-03-000413.txt : 20030514 0001019056-03-000413.hdr.sgml : 20030514 20030514141059 ACCESSION NUMBER: 0001019056-03-000413 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE GAMING SYSTEMS LTD \ CENTRAL INDEX KEY: 0001003739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133858917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27256 FILM NUMBER: 03698279 BUSINESS ADDRESS: STREET 1: 200 E PALMETTO PARK RD, STE 200 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 5613936685 MAIL ADDRESS: STREET 1: 3225 MCLEDO DRIVE STREET 2: 1ST FLOOR CITY: LAS VEGAS STATE: NV ZIP: 89121 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE GAMING SYSTEMS INC DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC INTERNATIONAL ENTERTAINMENT LTD DATE OF NAME CHANGE: 19961203 FORMER COMPANY: FORMER CONFORMED NAME: CEEE GROUP CORP DATE OF NAME CHANGE: 19951120 10QSB 1 online_10qsb.txt FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________. Commission File Number: 0-27256 ------- ONLINE GAMING SYSTEMS, LTD. (Exact name of small business issuer as specified in its charter) DELAWARE 65-0512785 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification number) 3225 McLeod Drive 1st Floor, Las Vegas, Nevada 89121 (Address of principal executive offices) Registrant's telephone no., including area code: (702) 836 -3042 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding as of May 14, 2003 -------------------------------- ------------------------------ Common Stock, $.001 par value 97,315,953 TABLE OF CONTENTS Heading Part I. FINANCIAL INFORMATION Page - ------- ----------------------------- ---- Item 1 Financial Statement ............................................. 2 Consolidated Balance Sheet at March 31, 2003 (Unaudited) ........ 3 Consolidated Statement of Operations-Three Months Ended March 31, 2003 and 2002 (Unaudited) ............................. 4 Consolidated Statement of Cash Flows-Three Months Ended March 31, 2003 and 2002 (Unaudited) ............................. 5 Notes to Consolidated Financial Statements (Unaudited) .......... 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation ........................................ 9 Controls and Procedures ......................................... 10 Part II. OTHER INFORMATION -------------------------- Item 1 Legal Proceedings ............................................... 11 Item 2 Change in Securities ............................................ 11 Item 3 Defaults Upon Senior Securities ................................. 11 Item 4 Submission of Matters to a Vote of Securities Holders ........... 11 Item 5 Other Information ............................................... 11 Item 6 Exhibits and Reports on Form 8-K ................................ 11 Signatures ...................................................... 12 Certifications .................................................. 13 PART I Item 1. Financial Statements The following unaudited financial Statements for the three-month period ended March 31, 2003, have been prepared by Online Gaming Systems, Ltd. (the "Company") and Subsidiary. ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY Financial Statements March 31, 2003 Page 2 of 15
ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF March 31, 2003 March 31, December 31, 2003 2002 ------------ ------------ Assets: (Unaudited) Current Assets: Cash $ 52,742 $ 8,916 Other Current Assets 41,837 21,321 ------------ ------------ Total Current Assets 94,579 30,237 Property and Equipment-Net 27,340 55,023 Other Assets Deposit -- 18,016 Intangible Assets-Net 314,750 323,565 ------------ ------------ Total Assets $ 436,669 $ 426,841 ============ ============ Liabilities and Stockholders' Equity: Current Liabilities: Accounts Payable and Accrued Expenses $ 288,734 $ 366,903 Cash Overdraft -- 18,989 Advances Related Party 146,675 187,653 Accrued Interest-Related Party 1,521,687 1,323,878 Convertible Notes Payable-Related Party 5,474,907 5,074,907 Total Current Liabilities 7,432,003 6,972,330 Commitments and Contingencies -- -- Stockholders' (Deficit): Convertible Preferred Stock-Par Value $.001 Per Share; Authorized 10,000,000 Shares, None Issued and Outstanding -- -- Common Stock-Par value $.001 Per Share; Authorized 200,000,000 Shares, Issued- 96,415,953 Shares 96,416 96,416 Additional Paid-in Capital 18,710,976 18,710,976 Treasury Stock, 811,767 Common Shares-At Cost (1,730,485) (1,730,485) Accumulated (Deficit) (24,072,241) (23,622,396) ------------ ------------ Total Stockholders' (Deficit) (6,995,334) (6,545,489) ------------ ------------ Total Liabilities and Stockholders' (Deficit) $ 436,669 $ 426,841 ============ ============
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements. Page 3 of 15 ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months ended March 31, ----------------------------- 2003 2002 ------------ ------------ Revenue $ 28,036 $ 64,974 Operating Expenses: General and Administrative 233,901 803,356 Depreciation and Amortization 46,171 86,409 ------------ ------------ Total Operating Expenses 280,072 889,765 ------------ ------------ [Loss] from Operations (252,036) (824,791) ------------ ------------ Other [Expenses] Income: Interest Expense-Related Party (197,809) (112,047) Interest Expense -- (11,618) Other Income [Expense] -- 1,796 ------------ ------------ Other [Expenses] Income - Net (197,809) (121,869) ------------ ------------ [Loss] from Operations Before Income Tax [Benefit] Expense (449,845) (946,660) Income Tax [Benefit] Expense -- -- ------------ ------------ Net [Loss] (449,845) (946,660) Basic Net [Loss] Per Share of Common Stock $ -- $ (0.01) Weighted Average Shares of Common Stock Outstanding-Basic 96,415,953 95,040,042 The Accompanying Notes are an Integral Part of these Consolidated Financial Statements. Page 4 of 15
ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, ----------------------------- 2003 2002 ------------ ------------ Operating Activities: [Loss] from Operations $ (449,845) $ (946,660) Adjustments to Reconcile Net [Loss] Income to Net Cash [Used for] Operating Activities: Depreciation and Amortization 46,171 86,409 Changes in Assets and Liabilities: [Increase] Decrease in: Prepaid Expenses Other Assets (2,500) 4,349 Increase [Decrease] in: Accounts Payable and Accrued Expenses (54,442) (17,191) Accrued Interest - Related Party 197,809 112,047 ------------ ------------ Net Cash - Operating Activities: (262,807) (761,046) ------------ ------------ Investing Activities: Purchase of Property, Equipment, and Capitalized Software (33,400) (47,000) ------------ ------------ Net Cash - Investing Activities (33,400) (47,000) ------------ ------------ Financing Activities: Proceeds from Issuance of Common Stock -- 39,349 Cash Overdraft (18,989) -- Increase (Decrease) in Loan Payable to Officer -- (34,680) Proceeds from Note Payable -- 25,000 Proceeds from Convertible Note Payable - Related Party 400,000 750,000 Advances - Related Party (40,978) -- Repayments of Lease Payable -- (6,607) ------------ ------------ Net Cash - Financing Activities 340,033 773,062 ------------ ------------ [Decrease] Increase in Cash and Cash Equivalents 43,826 (34,984) Cash and Cash Equivalents - Beginning of Period 8,916 123,097 ------------ ------------ Cash and Cash Equivalents - End of Period $ 52,742 $ 88,113 ============ ============ Supplemental Disclosures of Cash Flow Information: Cash paid during the years for: Interest $ -- $ 11,618 Taxes $ -- $ --
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements. Page 5 of 15 ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) March 31, 2003 Note 1 - Basis of Preparation -------------------- The accompanying unaudited interim financial statements include all adjustments (consisting only of those of a normal recurring nature) necessary for a fair statement of the results for the interim periods. The results of operations for the three-month period ended March 31, 2003, are not necessarily indicative of the results of operations to be reported for the full year ending December 31, 2003. These statements should be read in conjunction with the summary of significant accounting policies and notes contained in the corporation's annual report on form 10-KSB for the year ended December 31, 2002. Note 2 - Major Customers --------------- Income fees derived from customers are concentrated amongst numerous customers, with the following contributing more than 10 percent of the Company's revenues during the quarter ending March 31, 2003: Customer A-Software Support 100% Note 3 - Convertible Notes Payable - Related Party ----------------------------------------- At March 31, 2003, the Company had a $5,474,907 convertible note payable balance due Hosken Consolidated Investments ["HCI"]. HCI is a South African investment holding company involved in various technology industries. Terms of the revised loan agreement provide for an extension of the maturity to repay all principal outstanding and related accrued interest at 12% annually by December 31, 2003. Upon failure of the Company to pay the principal balance by the maturity date, interest on the principal balance will become subject to interest at 15% per annum. The notes payable are secured by substantially all assets of the Company. The Company recorded interest expense of $ 197,809 and $112,047 for the three months ended March 31, 2003 and March 31, 2002 respectively. As of March 31, 2003 the Company has accrued $1,521,687 in interest related to the convertible debt borrowing. During the quarter ended March 31, 2003, the Company had advances of $400,000 from HCI in the form of convertible notes payable. Terms of the conversion feature provide for the principal balance to be converted into shares of the Company's common stock at a rate equal to the fair value per share at the date of conversion. Page 6 of 15 Note 4 - Capital Stock ------------- During the first quarter 2002, the Chief Financial Officer of the Company purchased 166,667 shares of the Company's common stock, for $.06 per share. During the first quarter 2002, the former Chief Executive Officer of the Company was issued 561,766 shares of the Company's common stock, in settlement of a loan amount due to the former Chief Executive Officer of $34,683. In January 2002, the Company received a purchase money mortgage note from a consultant calling for the purchase of 30,000 shares per month for 12 months at a price of $.05 per share, the closing price on the date when the agreement was negotiated. On January 2, 2002, the Company issued the initial 30,000 shares of its common stock in exchange for $1,500. On February 7, 2002, the Company issued another 90,000 shares of its common stock in exchange for $4,500. In August 2002, the Company issued another 30,000 shares of its common stock in exchange for $1,500. In 2002 a total of 241,251 shares of the Company's common stock were issued to a previous customer in satisfaction of an investment made in the Company. During fiscal 2002, the Chief Financial Officer of the Company purchased 350,0000 shares of the Company's common stock at $.06 per share. In connection with a settlement in fiscal 2002, the Company issued 541,667 shares of common stock with a fair market value of $0.06 per shares as consideration for rent in arrears on its corporate office space. Additionally, the Company issued 25,000 shares of common stock with a fair market value of $0.06 per share to a consultant for services rendered. At the November 2002 shareholders meeting, the shareholders approved an amendment to the Company's articles of incorporation to increase the number of shares of common stock which the Company is authorized to issue from 100,000,000 to 200,000,000. Note 5 - Per Share Data -------------- Per share basic data are based on the weighted average number of common shares outstanding during the respective periods. The diluted net income per share is based upon the common stock outstanding during the period and the effect of all dilutive potential common shares outstanding. The computation of diluted earnings per share does not assume conversion, exercise or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. For each period presented, all outstanding options and warrants were anti-dilutive for earning per share calculations. Page 7 of 15 Note 6 - Business Agreements ------------------- Your Move, Inc. --------------- During the second quarter of 2001 the Company announced its joint venture with Station Casinos, Inc., formed to develop the technology for the remote play "eSlot" product, which is licensed to Gamecast Live, a subsidiary of Station Casinos. In exchange for a 22.5 percent interest in the joint venture, the Company contributed certain assets, including intellectual property and services. Station Casinos is in the gaming and entertainment business and owns 75 percent of Your Move, Inc. During 2002 Your Move, Inc. elected to curtail further development and marketing efforts pending resolution of Nevada and federal regulatory issues. UnoDosTres.com -------------- During the third quarter of 2001, the Company executed a Marketing and Operations Agreement with UnoDosTres.com (UDT) whereby it was granted exclusive rights to market up to three Internet casinos on the UDT site. UDT agreed to provide up to $155 million of bartered advertising to promote the Internet casinos. The Agreement called for the first of the Internet casinos to be open not later than September 19, 2002. Due to delays in completion of certification for the Internet casinos that the Company expects to be managing for International Gaming & Entertainment Corporation (IGEC), an affiliate of the Company, the casino was not open as of September 19, 2002. On September 25, 2002 UDT informed the Company that the Agreement would be terminated and proposed certain changes to various of the business points of the original Agreement. On December 3, 2002 the Company executed a new Co-Branding Agreement with similar benefits and obligations as the original Agreement, with the primary exception being exclusivity. Internet Casino Contract-Ahead Investments Limited -------------------------------------------------- During the fourth quarter of 2001, the Company announced that it expected to launch the first Internet casino linked to the UnoDosTres.com Internet Television Network. OGS and affiliates of Hoskin Consolidated Investment Limited (HCI) have completed an operating agreement for the casino, whereby HCI will provide the financing for the casino and be the principal shareholders of IGEC, the owner of the casino. OGS will provide the management and marketing for the casino, and contribute certain of its rights attained through the UnoDosTres agreement. Depending upon the length of time to complete the licensing process, the Casino is expected to go live during the second or third quarter of 2003. Page 8 of 15 Note 7 - Subsequent Events ----------------- During the second quarter of 2003 the President and Chief Financial Officer of the Company purchased 100,000 shares of Common Stock at a price of $.06 per share. During the second quarter of 2003, 750,000 shares of Common Stock were issued as partial payment for contract development services. During the second quarter of 2003, the Company announced that it was selected by a Japanese operator to develop an Internet Casino System, the first for the Company for a customer in the Asia region. This license is the second license for the Company's FIRE product. The two licenses are expected to provide significant revenue to the Company during 2003. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations --------------------- Result of Operations -------------------- Three Months Ended March 31, 2003 and 2002 ------------------------------------------ Net Revenues. The Company's revenues decreased approximately 57% in 2003 over the same period in 2002. Revenues from operations in the first quarter 2003 were $28,036 as compared with $64,974 for the same period in 2002. The decrease in revenue was primarily due to decreases in fee-paying customers and the completion of special project work during the early part of 2002. Operating Expenses. Operating expenses decreased by 68,5% or $609,693 in the first quarter 2003 over the same period in 2002. The decrease was largely due to downsizing of employees, resulting in reduced payroll costs and reducing certain operating expenses. We focused our business on Internet gaming software, and significantly reduced our involvement in the hardware portion of our business. Liquidity and Capital Resources ------------------------------- Cash and cash equivalents totaled $52,742 at March 31, 2003. Net cash used from operations was $262,807 primarily due to a Net Loss for the three months ended March 31, 2003 of $449,845, a decrease in Accounts Payable of $54,442 and offset by an increase in accrued interest to a related party of $197,809. Page 9 of 15 Net cash used in investing activities for the three months ended March 31, 2003, was $33,400 for payments made for the further development of the Company's software. Net cash provided from financing activities for the three months ended March 31, 2003, was $340,033. HCI, the Company's largest stockholder funded the finance activities. Management believes that cash generated from new license contracts, future royalties and operations and continuing participation of HCI will be sufficient to satisfy the Company's current anticipated cash requirements. Failure to obtain sufficient funding from HCI could adversely affect the operating ability of the Company. Forward - Looking Statements ---------------------------- The matters discussed in Management's Discussion and Analysis and throughout this report that are forward-looking statements are based on current management expectations that involve risk and uncertainties. Potential risks and uncertainties include, without limitation; the impact of economic conditions generally and in the industry for Internet gaming products and services; dependence on key customers; continued competitive and pricing pressures in the industry; open-sourcing of products; rapid product improvement and technological change; capital and financing availability; and other risks set forth herein. Controls and Procedures ----------------------- (a) Explanation of disclosure controls and procedures. The Company's chief executive officer and its chief financial officer after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15-d-14(c) as of a date within 90 days of the filing date of the quarterly report (the "Evaluation Date") have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiary would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared. (b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions. As a result, no corrective actions were taken. Page 10 of 15 ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY PART II Item 1. Legal Proceedings During the second quarter of 2002, RCS Financial Services, Ltd filed suit against the Company for repayment of a loan, alleging a remaining balance of $47,500 plus interest. The Company reached resolution regarding this suit during the second quarter of 2003, and paid $53,571 for full settlement. There were no other new legal proceedings filed or threatened involving the Company during the three-month period ended March 31, 2003. Item 2. Changes in Securities This Item is not applicable to the Company. Item 3. Defaults upon Senior Securities This Item is no applicable to the Company. Item 4. Submission of Matters to a Vote of Security Holders This Item is not applicable to the Company. Item 5. Other Information This Item is not applicable to the Company. Item 6. Exhibits and Reports on Form 8-K (a) Not applicable (b) Reports on Form 8-K (i) Form 8-K: Change of independent accountants, - January 30,1997 (ii) Form 8-K: Acquisition of The Eminet Domain, Inc- March 7,1997 (iii) Form 8-K: Offer to purchase Coms21 shares, - May 27,1998 (iv) Form 8-K: Changes to executive management, - March 29, 2002 Page 11 of 15 In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Online Gaming Systems, Ltd. Date: May 14, 2003 By: /s/ J. A. COPELYN ------------------------------------- (Signature) J.A. Copelyn Chairman of the Board / Chief Executive Officer By: /s/ LAWRENCE P. TOMBARI ------------------------------------- (Signature) Lawrence P. Tombari President/Chief Financial Officer Page 12 of 15 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, J.A. Copelyn, Chief Executive Officer of Online Gaming Systems, Ltd. (the "Company") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (a) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003, which this certification accompanies (the "Periodic Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (b) that information contained in the Periodic Report fairly presents, in all material respect, the financial condition and results of operations of the Company. Date: May 14, 2003 By: /s/ J. A. COPELYN ------------------------------------- J.A. Copelyn Chief Executive Officer Online Gaming Systems, Ltd. I, Lawrence P. Tombari, Chief Financial Officer of Online Gaming Systems, Ltd. (the "Company") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (a) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2003, which this certification accompanies (the "Periodic Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (b) that information contained in the Periodic Report fairly presents, in all material respect, the financial condition and results of operations of the Company. Date: May 14, 2003 By: /s/ LAWRENCE P. TOMBARI ------------------------------------- Lawrence P. Tombari Chief Financial Officer Online Gaming Systems, Ltd. Page 13 of 15 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, J.A. Copelyn, Chief Executive Officer of Online Gaming Systems, Ltd. (the "Company") do hereby certify that: (1) I have reviewed this quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2003; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financials statements and other financial information included in this quarterly report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Company, as of, and for, the period presented in this quarterly report; (4) The Company's other certifying officer 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 Company and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report was being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarter report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the Company's board of directors: (a) all significant deficiencies in the design or operation of internal controls which could have adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 14, 2003 By: /s/ J. A. COPELYN ------------------------------------- J.A. Copelyn Chief Executive Officer Page 14 of 15 EX-99.2 4 ex99_2.txt EXHIBIT 99.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Lawrence P. Tombari, Chief Financial Officer of Online Gaming Systems, Ltd. (the "Company") do hereby certify that: (1) I have reviewed this quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2003; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financials statements and other financial information included in this quarterly report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Company, as of, and for, the period presented in this quarterly report; (4) The Company's other certifying officer 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 Company and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report was being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarter report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the Company's board of directors: (a) all significant deficiencies in the design or operation of internal controls which could have adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 14, 2003 By: /s/ LAWRENCE P. TOMBARI ------------------------------------- Lawrence P. Tombari Chief Financial Officer Page 15 of 15 -----END PRIVACY-ENHANCED MESSAGE-----