-----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, ItNRHPaByJcJWo02iGeepy/M9YxkmbhGgy1CZfTNnUCEYQYxrYRgzTsuhkKk+0Iz ECVd03Sn5vp7S8w8jAG/fA== 0000763730-03-000012.txt : 20030814 0000763730-03-000012.hdr.sgml : 20030814 20030813112858 ACCESSION NUMBER: 0000763730-03-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALLERY OF HISTORY INC CENTRAL INDEX KEY: 0000763730 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 880176525 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13757 FILM NUMBER: 03839574 BUSINESS ADDRESS: STREET 1: 3601 WEST SAHARA AVE STREET 2: PROMENADE SUITE CITY: LAS VEGAS STATE: NV ZIP: 89102-5822 BUSINESS PHONE: 7023641000 MAIL ADDRESS: STREET 1: 3601 WEST SAHARA AVENUE STREET 2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 10QSB 1 r10q603.txt FORM 10-QSB FOR QUARTER ENDED JUNE 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION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 quarterly period ended June 30, 2003 [ ] 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 0-13757 GALLERY OF HISTORY, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Nevada 88-0176525 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3601 West Sahara Avenue, Las Vegas, Nevada 89102-5822 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (702) 364-1000 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. [X] Yes [ ] No The Registrant had 5,625,984 shares of Common Stock, par value $.0005, outstanding as of August 1, 2003. Part 1 - FINANCIAL INFORMATION GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ______________________________________________________________________ JUNE 30, SEPTEMBER 30, 2003 2002 ----------- ------------ (Unaudited) ASSETS Cash $ 8,059 $ 12,494 Prepaid expenses 44,888 49,181 Inventory of documents owned 6,353,188 6,460,125 Deferred tax assets 1,193,369 965,267 Property and equipment, net 1,514,068 1,568,553 Other assets 129,187 122,107 ---------- ---------- TOTAL ASSETS $ 9,242,759 $ 9,177,727 ========== ========== LIABILITIES Accounts payable $ 31,244 $ 25,046 Notes payable: Majority shareholder 3,091,059 2,809,133 Other 1,551,988 1,579,514 Accrued expenses and other 541,643 281,055 ---------- ---------- TOTAL LIABILITIES 5,215,934 4,694,748 ---------- ---------- STOCKHOLDERS' EQUITY Common stock: $.0005 par value; 20,000,000 shares authorized; 11,935,308 shares issued 5,968 5,968 Additional paid-in-capital 9,851,655 9,870,655 Deferred stock-based compensation -- (18,709) Accumulated deficit (2,822,127) (2,366,264) Common stock in treasury, 6,309,324 shares, at cost (3,008,671) (3,008,671) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 4,026,825 4,482,979 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,242,759 $ 9,177,727 ========== ========== See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED ____________________________________________________________________________ THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 -------- -------- --------- --------- (Restated) (Restated) REVENUES $ 305,185 $ 380,028 $1,049,847 $ 948,586 COST OF GOODS SOLD 69,166 173,791 288,528 319,646 -------- -------- --------- --------- GROSS PROFIT 236,019 206,237 761,319 628,940 -------- -------- --------- --------- OPERATING EXPENSES: Selling, general and administrative 419,118 302,492 1,159,494 1,077,205 Depreciation 42,779 44,235 127,352 134,915 -------- -------- --------- --------- TOTAL OPERATING EXPENSES 461,897 346,727 1,286,846 1,212,120 -------- -------- --------- --------- OPERATING LOSS (225,878) (140,490) (525,527) (583,180) -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense Majority shareholder (46,356) (45,981) (136,424) (131,059) Other (35,397) (37,173) (106,087) (113,175) Rental income, net 19,184 8,810 57,922 29,113 Other 24,392 421 26,151 3,123 -------- -------- --------- --------- TOTAL OTHER EXPENSE (38,177) (73,923) (158,438) (211,998) -------- -------- --------- --------- LOSS BEFORE INCOME TAX BENEFIT (264,055) (214,413) (683,965) (795,178) INCOME TAX BENEFIT 85,333 71,508 228,102 286,391 -------- -------- --------- --------- NET LOSS $(178,722) $(142,905) $ (455,863) $ (508,787) ======== ======== ========= ========= BASIC AND DILUTED LOSS PER SHARE: $(.03) $(.03) $(.08) $(.09) ==== ==== ==== ==== WEIGHTED AVERAGE SHARES OUTSTANDING 5,625,984 5,625,984 5,625,984 5,625,984 ========= ========= ========= ========= See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED __________________________________________________________________________ NINE MONTHS ENDED JUNE 30, 2003 2002 -------- -------- (Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(455,863) $(508,787) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 148,809 154,525 (Gain)Loss on disposal of property, net 1,750 42 Common stock issued for services (291) 117,975 (Increase) decrease in: Prepaid expenses 4,293 1,524 Deferred tax assets (228,102) (286,391) Inventory of documents owned 106,937 209,512 Other assets (7,080) 36,301 (Decrease) increase in: Accounts payable 6,198 (19,661) Accrued expenses and other 260,588 22,550 -------- -------- Net cash used in operating activities (162,761) (272,410) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (96,074) (1,180) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings: Majority shareholder 327,760 436,500 Other 375,214 293,000 Repayments of borrowings: Majority shareholder (45,834) (30,814) Other (402,740) (371,490) -------- -------- Net cash provided by financing activities 254,400 327,196 -------- -------- NET INCREASE (DECREASE) IN CASH (4,435) 53,606 CASH, BEGINNING OF PERIOD 12,494 7,957 -------- -------- CASH, END OF PERIOD $ 8,059 $ 61,563 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during period for interest $ 242,511 $ 234,400 ======== ======== See the accompanying notes to consolidated financial statements. GALLERY OF HISTORY, INC. and SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ____________________________________________________________________________ Basis of Presentation - --------------------- The consolidated financial statements as of June 30, 2003, and for the three and nine month periods ended June 30, 2003 and 2002, included herein have been prepared by Gallery of History, Inc. and subsidiaries (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring items, necessary for a fair presentation of the results for the interim periods have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's 2002 Annual Report on Form 10-KSB, from which the September 30, 2002, balance sheet information is derived. Reclassifications - ----------------- Certain prior year amounts have been reclassified to conform with the current period presentation. Prior period restatement - ------------------------ In the Company's previously issued June 2002 interim statements of operations, the tax valuation allowance was determined to be overstated as a result of not considering unrecorded appreciation in the inventory of documents owned required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Therefore, the June 2002 interim statements of operations have been retroactively restated. The effects of the restatements were to increase the income tax benefit and decrease the net loss for the three and nine month periods by $71,508 and $286,391, respectively. Part 1 - Item 2 Financial Information MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements - -------------------------- This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the Company's future operations and prospects, including statements that are based on current projections and expectations about the markets in which the Company operates, and management's beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words like "may", "might", "will", "expect", "anticipate", "believe", and similar expressions are intended to identify forward looking statements. Actual results could differ materially from management's current expectations. For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by the Company. Liquidity and Capital Resources - ------------------------------- The unique characteristic of some documents owned may become more rare with their current market value rising significantly over time. In many instances the Company has a supply of similar documents that, if marketed simultaneously, may negatively impact market value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends to sell in a year or even aggressively market. The Company's monthly debt service requirement on $4,643,047 of borrowings, including $3,091,059 due to the Company's majority shareholder and president, Todd Axelrod, is approximately $18,000. Historically, the Company has experienced cash flow deficiencies which may continue and have been funded primarily with borrowings from Mr. Axelrod. Management believes, but there is no assurance, that the need for such borrowings should diminish, and profitability and cash flows will likely improve, with the full implementation of the Company's strategic plans (see Results of Operations). For the nine months ended June 30, 2003, the Company had a negative cash flow from operating activities due to insufficient sales to support current overhead commitments. The cash used in operating activities was offset by a decrease in inventory purchases and an increase in accrued liabilities, primarily unpaid officer salaries. The Company believes that its current cash requirements will likely be met by appropriately managing the timing and volume of new document acquisitions and availability for sale, generating revenues from its operations, drawing amounts under its existing line of credit ($34,000 available at June 30, 2003), seeking additional borrowings collateralized by its documents inventory (although there can be no assurance that such financing will be obtainable on favorable terms or at all) and borrowing amounts from Mr. Axelrod as required. Mr. Axelrod has also agreed not to demand payment on amounts the Company has borrowed and, if necessary, defer his right to receive interest payments through at least October 1, 2003. Critical Accounting Policies and Practices - ------------------------------------------ Revenues. The Company recognizes revenues from document sales when title passes to the customer upon shipment. Typically, shipment does not occur until payment has been received. The Company's primary distribution channel over the past few years has been internally promoted and managed auctions to sell its documents and certain documents it may hold from time to time on consignment. For each item sold through the Company's internal auctions, a 15% premium (processing fee) is charged plus a commission on consigned sales. Shipping and handling costs and related customer charges are not significant. The Company also sells its documents through externally managed and promoted auctions, which is becoming a large share of its revenues. The outside auction operator shares in the document's selling price (approximately 5%) and the Company records the balance as revenue. The balance of the Company's sales are from repeat customers through its corporate office and web shoppers. Inventory of documents owned and operating cycle. Documents owned are stated at cost on a specific-identification method, not in excess of estimated market value. Management reviews the recorded cost and estimated value of the documents owned on a regular basis (at least quarterly) to determine the adequacy of the allowance for market value declines, if any. Management believes that the Company's inventory of documents is generally appreciating, not depreciating, in value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends or expects to sell in a year or even aggressively market. On an aggregate historical cost basis (not number of documents), only about one-third of the Company's documents are listed on one or more of the various distribution channels or displayed for sale. By point of reference, the aggregate cost of these actively marketed items is approximately three times the cost of documents sold during the year. As the Company's distribution channels have changed over the years and are expected to continue to change in the future, the volume of documents marketed in any one year, or succession of years, changes significantly. For these reasons, it has been impractical, for the Company to define its operating cycle and, as a result, presents its balance sheet on an unclassified basis. The Company believes that this presentation better reflects the nature of the Company's business and its principal asset. Over the past several years the cost of the Company's inventory as of its fiscal year end has ranged from its present level of approximately $6.4 million, which management believes is a sufficient supply of documents to provide for managing rarity and its other purposes, to roughly $7.2 million. Management has no current intention of significantly changing the composition of its inventory and, as a result, the Company accounts for changes in the cost of documents owned as an adjustment to arrive at cash flows from operating activities. Results of Operations - --------------------- Total revenues decreased 20% for the three month periods ended June 30, 2003 compared to June 30, 2002. Total revenues increased 11% comparing the nine month periods ended June 30, 2003 to June 30, 2002. The decrease in the quarter period was a result of the Company not participating in outside auctions as it did in the previous year. Consigned auctions amounted to 5% of total revenues generated in the current quarter compared to 50% of total revenues generated in the previous year quarter. Internet related revenues increased 327% comparing the quarter periods to 34% of total revenues for the current quarter compared to 6% of total revenues for the 2002 quarter. Internet revenues amounted to 25% of total revenues generated in the nine month period ended June 30, 2003 compared to 5% of total revenues in 2002. The Company's catalog auction revenues increased 24% comparing the quarter periods to 52% of total revenues for the quarter ended June 30, 2003 compared to 34% for the previous year quarter period. Comparing the nine month periods, catalog auction revenues decreased 8% to 50% of total revenues for the period ended June 2003, compared to 60% for the nine month period ended June 30, 2002. Total cost of revenues decreased to 23% of net revenues for the quarter ended June 30, 2003 compared to 46% of net revenues for the quarter ended June 30, 2002. Total cost of revenues decreased to 27% of net revenues for the nine month period ended June 30, 2003 compared to 34% of net revenues for the nine months ended June 2002. The decrease in document costs of revenues can be attributed to the decreased revenues generated from outside consigned auctions. Revenues generated from outside auctions result in a higher cost because the Company has less control setting the minimum selling price. Total operating expenses increased 33% comparing the quarter periods and 6% comparing the nine month periods. The increases are the result of accruing officer salaries in the current period which were abated in the previous year period. Salaries increased 72% comparing the quarter periods to 68% of net revenues for the 2003 quarter compared to 32% of net revenues for the previous year quarter. Comparing the nine month periods, salaries increased 63% to 58% of net revenues for 2003 compared to 40% for 2002. Depreciation costs decreased slightly due to certain assets that became fully depreciated during the current nine month period. Item 3. Controls and Procedures. ------------------------ Based on their evaluation, as of a date within 90 days of the filing date of this form 10-QSB, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Part 2 - Other Information Item 1-5. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit 99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. Exhibit 99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. (b) Reports on Form 8-K. None. 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. Gallery of History, Inc. _______________________________ (Registrant) Date August 13, 2003 /s/ Todd M. Axelrod _________________ _______________________________ Todd M. Axelrod President and Chairman of the Board (Principal Executive Officer) Date August 13, 2003 /s/ Rod Lynam _________________ _______________________________ Rod Lynam Treasurer and Director (Principal Financial and Accounting Officer) CERTIFICATION - ------------- I, Todd Axelrod, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Gallery of History, Inc.; 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 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 quarter report; 3. Based on my knowledge, the financial 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 registrant as of, and for, the periods presented in this quarterly 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-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly 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 registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2003 /s/ TODD AXELROD _______________________ Todd Axelrod Chief Executive Officer CERTIFICATION - ------------- I, Rod Lynam, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Gallery of History, Inc.; 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 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 financial 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 registrant as of, and for, the periods presented in this quarterly 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-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly 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 registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2003 /s/ ROD LYNAM _______________________ Rod Lynam Chief Financial Officer EX-99 4 q-ceo991.txt EXHIBIT 99.1 - CEO CERTIFICATION Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Gallery of History, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Todd Axelrod, Chief Executive Office of the Company, hereby certify, pursuant to 18 U.S.C. Section 1359, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presented, in all material respects, the financial condition and results of operations of the Company. /s/ Todd Axelrod - ------------------ Todd Axelrod Chief Executive Officer August 13, 2003 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 5 q-cfo992.txt EXHIBIT 99.2 - CFO CERTIFICATION Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Gallery of History, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rod Lynam, Chief Financial Office of the Company, hereby certify, pursuant to 18 U.S.C. Section 1359, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presented, in all material respects, the financial condition and results of operations of the Company. /s/ Rod Lynam - --------------- Rod Lynam Chief Financial Officer August 13, 2003 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----