-----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, GIOossqAPViSOpALk4MhWy8SQ18J9HZInjPQYWL5LNEBc+WDIbi1xa40wLtA9UgN e65xjHa/Ta8r95M8t2epTw== 0000356446-03-000036.txt : 20031113 0000356446-03-000036.hdr.sgml : 20031113 20031113170107 ACCESSION NUMBER: 0000356446-03-000036 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURE WORLD INC CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10566 FILM NUMBER: 03998904 BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN ST CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC DATE OF NAME CHANGE: 19920908 10QSB 1 purw10q903.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2003 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 0-10566 ------- Pure World, Inc. ---------------- (Exact name of small business issuer as specified in its charter) Delaware 95-3419191 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 376 Main Street, Bedminster, New Jersey 07921 --------------------------------------------- (Address of principal executive offices) (908) 234-9220 -------------- (Issuer's telephone number) N/A --- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common stock: As of October 31, 2003, the issuer had 7,513,624 shares of its common stock, par value $.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X --- --- PART I - FINANCIAL INFORMATION - ------ --------------------- Item 1. - Financial Statements - ------- -------------------- PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2003 (UNAUDITED) (in $000's) ASSETS - ------ Current assets: Cash and cash equivalents $ 1,350 Accounts receivable, net of allowance for uncollectible accounts and returns and allowances of $310 3,241 Inventories 7,043 Other 572 -------- Total current assets 12,206 Plant and equipment, net 7,503 Investment in unaffiliated natural products company 1,510 Notes receivable from affiliates 196 Goodwill 1,144 Other assets 376 -------- Total assets $ 22,935 ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 778 Short-term borrowings 2,851 Accrued expenses and other 1,872 -------- Total current liabilities 5,501 Long-term debt 1,140 -------- Total liabilities 6,641 -------- Stockholders' equity: Common stock, par value $.01; 30,000,000 shares authorized; 7,513,624 shares issued and outstanding 75 Additional paid-in capital 42,826 Accumulated deficit ( 26,607) -------- Total stockholders' equity 16,294 -------- Total liabilities and stockholders' equity $ 22,935 ======== See accompanying notes to consolidated financial statements. 2 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data) Three Months Ended September 30, ---------------------- 2003 2002 -------- -------- Revenues: Sales $ 5,283 $ 4,321 Interest income 3 10 ------- ------- Total revenues 5,286 4,331 ------- ------- Expenses: Cost of goods sold 4,094 4,199 Selling, general and administrative 1,106 1,110 ------- ------- Total expenses 5,200 5,309 ------- ------- Income (loss) before income taxes 86 ( 978) Provision for income taxes 20 1 ------- ------- Net income (loss) $ 66 ($ 979) ======= ======= Basic and diluted net income (loss) per share $ .01 ($ .13) ======= ======= See accompanying notes to consolidated financial statements. 3 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ($000 Omitted, except per share data) Nine Months Ended September 30, --------------------- 2003 2002 -------- -------- Revenues: Sales $ 17,237 $ 12,196 Net gains on marketable securities - 28 Interest and other income 115 38 -------- -------- Total revenues 17,352 12,262 -------- -------- Expenses: Cost of goods sold 13,317 11,075 Selling, general and administrative 3,537 3,244 -------- -------- Total expenses 16,854 14,319 -------- -------- Income (loss) before income taxes 498 ( 2,057) Provision for income taxes 123 1 -------- -------- Net income (loss) $ 375 ($ 2,058) ======== ======== Basic and diluted net income (loss) per share $ .05 ($ .26) ======== ======== See accompanying notes to consolidated financial statements. 4 PURE WORLD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ($000 Omitted) Nine Months Ended September 30, --------------------- 2003 2002 -------- -------- Cash flows from operating activities: Net income (loss) $ 375 ($ 2,058) Adjustments: Depreciation and amortization 1,261 1,250 Net marketable securities transactions - 27 Change in inventories 612 2,016 Change in receivables 663 ( 672) Change in accounts payable and other accruals ( 1,448) 153 Other, net 42 ( 16) ------- ------- Net cash provided by operating activities 1,505 700 ------- ------- Cash flows from investing activities: Purchases of plant and equipment ( 927) ( 174) Repayment of loans to affiliates and others 45 118 ------- ------- Net cash used in investing activities ( 882) ( 56) ------- ------- Cash flows from financing activities: Repurchase of common stock ( 11) ( 457) Term loan borrowings 138 59 Term loan repayments ( 1,000) ( 1,038) Net revolving line of credit borrowings (repayments) ( 298) 214 ------- ------- Net cash used in financing activities ( 1,171) ( 1,222) ------- ------- Net decrease in cash and cash equivalents ( 548) ( 578) Cash and cash equivalents at beginning of period 1,898 2,683 ------- ------- Cash and cash equivalents at end of period $ 1,350 $ 2,105 ======= ======= Supplemental disclosure of cash flow information: Cash paid for: Interest $ 290 $ 341 ======= ======= Taxes $ 1 $ 19 ======= ======= See accompanying notes to consolidated financial statements. 5 PURE WORLD, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. General ------- The accompanying unaudited consolidated financial statements of Pure World, Inc. and subsidiaries (the "Company" or "Pure World") as of September 30, 2003 and for the three and nine month periods ended September 30, 2003 and 2002 reflect all material adjustments consisting of only normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Prior years' financial statements have been conformed to the current year's presentation. The results of operations for the three and nine month periods ended September 30, 2003 and 2002 are not necessarily indicative of the results to be expected for the entire year or any other period. 2. Inventories ----------- Inventories are comprised of the following (in $000's): Raw materials $ 664 Work-in-progress 443 Finished goods 5,936 ------- Total inventories $ 7,043 ======= 6 3. Investment in Unaffiliated Natural Products Company --------------------------------------------------- In May 1996, the Company purchased 500 shares of common stock representing a 25% interest in Gaia Herbs, Inc. ("Gaia") for approximately $1 million. In June 1997, the Company purchased an additional 200 shares of common stock for $500,000, increasing its equity ownership to 35% of Gaia's outstanding shares of common stock ("Pure World's Gaia Stock"). Pure World's Gaia Stock is non-voting. The Company loaned Gaia $200,000 in July 1997 payable interest only on a quarterly basis for the first three years and 36 monthly payments of principal and interest thereafter (the "Pure World Loan"). In July 2000, Gaia notified the Company that they were deferring the repayment of the principal for one year as allowed in the promissory note. The Pure World Loan bears interest at 6.33% which was the imputed rate required under the Internal Revenue Code and is classified as an other asset in the consolidated balance sheet. The Pure World loan balance was $105,000 at September 30, 2003. The parties also agreed that if any other party acquired voting shares, Pure World's Gaia Stock would become voting stock. Additionally, the parties agreed that Gaia and the principal stockholder of Gaia (the "Principal Stockholder") would have a right of first refusal to acquire any Gaia stock sold by Pure World and that Pure World would have a right of first refusal to acquire any Gaia stock sold by Gaia or the Principal Stockholder. In June 1998, Gaia requested that Pure World guarantee an unsecured bank line of $500,000 (the "Gaia Bank Loan"). Because of expansion plans for Pure World's wholly-owned subsidiary, Pure World Botanicals, Inc., Pure World declined to issue the guarantee. An individual unaffiliated with Gaia or Pure World agreed to guarantee the Gaia Bank Loan in consideration of a cash fee and the issuance to the individual of 100 shares of Gaia's common stock, representing 5 percent of Gaia's common stock outstanding (the "Guarantee"). The Guarantee is also secured by Gaia stock held by Gaia's Principal Stockholder. Pure World notified Gaia that it wished to exercise its right of first refusal in connection with the Guarantee. Pure World and Gaia reached an understanding that Pure World would decline the right of first refusal if by November 30, 1998 thirty percent of Pure World's interest was purchased for $1,500,000 (leaving five percent of the current Gaia common stock outstanding) and the Pure World Loan was repaid, including any accrued interest (the "Repurchase"). If the Repurchase is not closed by November 30, 1998 ("the Closing Date"), Pure World then would have the right to assume the Guarantee pursuant to the same terms granted the original guarantor, except for the cash fee. If the Repurchase does not close prior to the Closing Date, and either before or after the Closing Date, the Guarantee is called by the bank, Pure World would then own, or have the right to own a majority of Gaia's voting stock. The Repurchase did not close on November 30, 1998. The Company continues to monitor its investment and discusses its position with Gaia from time to time. 7 Gaia manufactures and distributes fluid botanical extracts for the high-end consumer market. Gaia is a privately held company and does not publish financial results. The Company is accounting for this investment by the cost method. 4. Borrowings ---------- Borrowings consisted of the following at September 30, 2003 (in $000's): Loan payable to a bank, pursuant to a $2.5 million secured line of credit bearing annual interest at the Prime rate plus 4% (8% at September 30, 2003) maturing in December 2003 $ 1,628 Loan payable to a bank, collateralized by certain property and equipment, bearing annual interest at the Prime rate plus 4% (8% at September 30, 2003) maturing in December 2003 964 Loan payable to a bank, collateralized by certain equipment bearing annual interest at the Prime rate plus 4% (8% at September 30, 2003) maturing in October 2004 433 Lease payable for equipment for gross assets of $800,000 with imputed interest of approximately 8% maturing in June 2007 428 Lease payable for equipment for gross assets of approximately $392,800 with imputed interest of approximately 6.95% maturing in March 2006 196 Loan payable to a bank, bearing annual interest at the Prime rate plus 4% (8% at September 30, 2003) maturing in May 2005 140 Leases payable for equipment 146 All other 56 ------- Total borrowings 3,991 Less: Current portion of long-term debt 2,851 ------- Long-term debt $ 1,140 ======= 8 Interest expense was $95,000 and $290,000 for the three and nine months ended September 30, 2003, respectively and $117,000 and $341,000 for the same periods in 2002. 5. Common Stock ------------ In connection with the Company's common stock repurchase plans, 17,030 shares of common stock were repurchased in the nine months ended September 30, 2003. All shares repurchased were returned to the status of authorized but unissued shares. Stock Options ------------- The Company applies Accounting Principles Board (APB) Opinion 25 and related interpretations in accounting for its options. Accordingly, no compensation cost has been recognized for stock options issued. Had compensation cost for the issued stock options been determined based upon the fair values at the dates of awards under those plans consistent with the method of FASB Statement 123, the Company's net income (loss) and net income (loss) per share would have been decreased to the pro forma amounts indicated below: Three Months Ended Nine Months Ended September 30, September 30, ---------------------- --------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Net income (loss) (in $000's): As reported $ 66 ($ 979) $ 375 ($2,058) Pro forma compensation expense ($ 40) ($ 165) ($ 120) ($ 387) Pro forma $ 26 ($1,144) $ 255 ($2,445) Basic and diluted net income (loss) per share: As reported $ .01 ($ .13) $ .05 ($ .26) Pro forma $ - ($ .15) $ .03 ($ .31)
6. Net Income (Loss) Per Share --------------------------- Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted income (loss) per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options. 9 The shares used for basic income (loss) per share and diluted income per share are reconciled below (in 000's). Three Months Ended Nine Months Ended September 30, September 30, ---------------------- --------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Average shares outstanding for basic income (loss) per shares 7,518 7,558 7,514 7,884 Dilutive effect of stock options 586 - 649 - ----- ----- ----- ----- Average shares outstanding for diluted income (loss) per share 8,104 7,558 8,163 7,884 ===== ===== ===== ===== 10 Item 2. Management's Discussion and Analysis of Financial Condition and - ------- Results of Operations --------------------- This Form 10-QSB contains forward-looking statements which may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future periods or performance suggested by these statements. Liquidity and Capital Resources - ------------------------------- At September 30, 2003, the Company had cash and cash equivalents of approximately $1.4 million. Cash equivalents of $1.2 million consisted of U.S. Treasury bills with an original maturity of less than three months and yields ranging between .95% and .96%. The Company had working capital of $6.7 million at September 30, 2003. At September 30, 2003 the Company was in compliance with the covenants of its loan agreements. The Company has commenced discussions with other lenders to explore the opportunity to refinance some or all of its debt. Although there are no assurances, management believes that the Company will successfully refinance its debt. The management of the Company believes that its financial resources and anticipated cash flows will be sufficient for future operations. Net cash of $1,505,000 was provided by operations in the nine months ended September 30, 2003, compared to net cash provided by operations of $700,000 for the same period in 2002. In the nine months ended September 30, 2003, cash flows from net income of $375,000 adjusted for depreciation and the change in receivables and inventory offset by the change in accounts payable and other accruals were the primary reasons for the cash provided. In the nine months ended September 30, 2002, cash flows from the net loss of $2,058,000 were offset by depreciation and amortization and a decrease in inventory. Net cash of $882,000 and $56,000 was used in investing activities for the nine months ended September 30, 2003 and 2002, respectively due primarily to the purchase of machinery and equipment. Net cash used in financing activities was $1,171,000 for the nine months ended September 30, 2003, compared to cash used in financing activities in the nine months ended September 30, 2002 of $1,222,000. Net payments of notes payable and the repurchase of common stock were the primary reasons for the cash flows. For more information of borrowings, see Note 4 of Notes to Consolidated Financial Statements. Results of Operations - --------------------- The Company operates through its wholly owned subsidiary Pure World Botanicals, Inc. For the quarter ended September 30, 2003, the Company generated 11 revenues of $5.3 million compared to revenues of $4.3 million for the quarter ended September 30, 2002, an increase of $955,000 or 22%. Net income for the three months ended of September 30, 2003 was $66,000 ($.01 per share). In the comparable quarter of 2002, net losses were $979,000 ($.13 per share). For the nine months ended September 30, 2003, revenues were $17.4 million with net income of $375,000 ($.05 per share) and for the nine months ended September 30, 2002 revenues were $12.3 million with a net loss of $2,058,000 ($.26 per share). The overall increase in revenues was due to various factors including the commencement of a major processing contract for a multi-national consumer products company which is expected to extend at least two years and the addition of new customers and products in both dietary supplements and functional foods. Other income of $100,000 in the nine months ended September 30, 2003 was derived from a research and development agreement with a pharmaceutical company. For the quarter ended September 30, 2003, the gross profit margin from operations was $1,189,000 or 23% of sales compared to the same quarter last year when the gross profit margin was $122,000 or approximately 3% of sales. For the nine months ended September 30, 2002, the gross profit margin from operations was $3,920,000 or 23% of sales compared to $1,121,000 or 9% for the comparable nine months in 2002. The gross margin in 2002 was negatively affected by a $645,000 Kava inventory write-down in the quarter ended September 30, 2002. The write-down was necessary to bring the kava inventory in line with market conditions at that time. Interest income declined from $10,000 in the quarter ended September 30, 2002 to $3,000 for the quarter ended September 30, 2003. For the nine months ended September 30, 2002 and September 30, 2003, interest income declined from $38,000 to $15,000, respectively. Lower invested balances and lower yields on investments accounted for the declines. Selling, general and administrative expenses were $1,106,000 for the three months ended September 30, 2003, a decrease of $4,000 from $1,110,000 for the comparable period in 2002. Selling, general and administrative expenses were $3,537,000 for the nine months ended September 30, 2003 compared to $3,244,000 for the comparable period in 2002, an increase of $293,000 or 9%. This increase was due principally to higher personnel expenses partially offset by lower interest expenses. 12 Disclosure controls and procedures - ---------------------------------- Within the 90-day period prior to the filing of this report, the Company carried out, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14 under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation. 13 PART II - OTHER INFORMATION - ------- ----------------- Item 4. - Submission of Matters to a Vote of Security Holders - ------- --------------------------------------------------- The Company held its Annual Meeting of Stockholders on November 11, 2003. All nominees to the Company's Board of Directors were elected. The following is a vote tabulation for all nominees: For Withheld --------- -------------- Paul O. Koether 6,698,026 205,310 William Mahomes, Jr. 6,852,956 50,380 Alfredo Mena 6,853,396 49,940 Item 6. - Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K ------------------- On September 24, 2003, Pure World filed a Form 8-K reporting that the Company had issued a press release stating that its President Natalie I. Koether, was on medical leave, and naming Paul O. Koether Acting President and Dr. Qun Yi Zheng Chief Operating Officer. On October 6, 2003, Pure World filed a Form 8-K reporting that the Company had issued a press release announcing the untimely passing of its President, Natalie I. Koether. On November 10, 2003 Pure World filed a Form 8-K reporting that the Company had issued a press release announcing results for the three and nine months ended September 30, 2003. 14 SIGNATURES 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. PURE WORLD, INC. Dated: November 13, 2003 By:/s/ Sue Ann Merrill ----------------------------- Sue Ann Merrill Chief Financial Officer (Principal Accounting Officer) 15 EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul O. Koether, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pure World, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. November 13, 2003 /s/ PAUL O. KOETHER ------------------------------ Paul O. Koether Chairman EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sue Ann Merrill, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pure World, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. November 13, 2003 /s/ SUE ANN MERRILL --------------------------- Sue Ann Merrill Chief Financial Officer Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. 1350, as adopted), Paul O. Koether, the Chairman of Pure World, Inc., (the "Company"), and Sue Ann Merrill, the Chief Financial Officer, Treasurer and Assistant Secretary of the Company each hereby certifies that, to the best of their knowledge: 1. The Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2003, to which this Certification is attached as Exhibit 32 (the "Periodic Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report. Dated: November 13, 2003 /s/ Paul O. Koether - -------------------------------- Paul O. Koether Chairman /s/ Sue Ann Merrill - -------------------------------- Sue Ann Merrill Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----