-----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, FSwGCQAKJvcxDrqHxwCG2mB7bGBSoPuWM1TPPlzqnfDMVjo12BQRsJzxYZKnLPZu bO6V6C0Ec79WweNLZAhelg== 0000865549-02-000009.txt : 20020815 0000865549-02-000009.hdr.sgml : 20020815 20020815125301 ACCESSION NUMBER: 0000865549-02-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS FUTURES FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000865549 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 510380494 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-53111 FILM NUMBER: 02739361 BUSINESS ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREMONT STATE: IN ZIP: 46737 BUSINESS PHONE: 2198331306 MAIL ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREMONT STATE: IN ZIP: 46737 10-Q 1 a10q6-02.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 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 ____333-61217______ Atlas Futures Fund, Limited Partnership --------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 51-0380494 - ------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5916 N. 300 West, Fremont, IN 46737 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (260) 833-1505 - ------------------------------------------------------------------------ Former Name, Address and Fiscal Year, if Changed, Since Last Report No such changes occurred Indicate by check [X] whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] Part 1 - FINANCIAL INFORMATION Item 1. Financial Statements. The reviewed financial statements for the Registrant for the second quarter ended June 30, 2002, and audited results for the calendar year 2001 are attached hereto and made a part hereof. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. During the past quarter and in the future, Registrant, did and will, pursuant to the terms of the Limited Partnership Agreement, engage in the business of speculative trading of commodity futures and options markets through the services of its commodity trading advisor, Clarke Capital Management, Inc. The Units are sold through the broker dealer selected by the General Partner, Futures Investment Company, at the Net Asset Value per Unit as of the close of business on the last day of the month in which subscriptions are received by the General Partner. The Registrant will continue to offer Units for sale to the public via its fully amended and restated prospectus dated August 10, 2001 and Supplement thereto dated June 21, 2002 until the total amount of registered securities, $15,000,000, is sold or the offering terminates. To obtain a return of invested capital or appreciation, if any, purchasers of Units must look solely to the redemption feature of the Partnership or to the General Partner, in its sole judgment, to elect to make distributions. There is no current market for the Units sold and none is expected to develop nor is the General Partner expected to make distributions. Part II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) None (b) A Form 8-K was filed on August 7, 2002 to report the following: Item 5. Other Events and Regulation FD Disclosure. SUBSEQUENT EVENTS TO JUNE 30, 2002 FINANCIAL STATEMENTS On July 30, 2002, management discovered that certain expenses and fees for the period from inception of the Fund to June 30, 2002, including introducing broker commissions to an Affiliated Broker of the Fund General Partner and to Non-Affiliated Commodity Trading Advisors management fees were underpaid because of a calculation error by an independent accountant responsible for the preparation of the Fund original book entries. The Fund will pay the additional amount, estimated by management to be approximately two percent of Fund assets, to the Affiliated Broker and Non-Affiliated Commodity Trading Advisors in a lump sum during the third quarter of 2002. No interest will be paid by the Fund on the underpayment. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the period ended June 30, 2002, to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Atlas Futures Fund, Limited Partnership By Ashley Capital Management, Incorporated Its General Partner By: /s/ Shira Del Pacult Ms. Shira Del Pacult Sole Director, Sole Shareholder, President, and Treasurer of the General Partner Date: August 14, 2002 ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (A Review) GENERAL PARTNER: Ashley Capital Management, Inc. % Corporate Systems, Inc. 101 North Fairfield Drive Dover, Kent County, Delaware 19901 Frank L. Sassetti & Co. To The Partners Atlas Futures Fund, Limited Partnership Dover, Kent County, Delaware We have reviewed the balance sheet, including the schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of June 30, 2002 and the related statements of operations, partners' equity and cash flows for the three and six months ended June 30, 2002 and 2001. These financial statements are the responsibility of the Partnership's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the balance sheet, including the schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2001 and the related statements of operations, partner's equity and cash flows for the year then ended (not presented herein); and in our report dated February 16, 2002, we expressed an unqualified opinion on these financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2001 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Frank L. Sassetti & Co. July 31, 2002 Oak Park, Illinois ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) BALANCE SHEETS JUNE 30, 2002 AND DECEMBER 31, 2001 ASSETS June 30 2002 December 31 (A Review) 2001 Cash (Note 7) $ 1,805 $ 32,224 United States Treasury Obligations (Note 6) 3,186,299 3,185,359 Accrued interest receivable 8,791 10,229 Due from limited partners 29,715 124,985 Equity in Commodity Futures Trading Accounts - Cash (Note 6) 1,535,262 2,659,778 Net unrealized gains on open commodity futures contracts (Note 8) 729,746 122,096 $5,491,618 $6,134,671 LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accrued trading commissions payable $ 10,823 $ 2,803 Accrued management fees payable 10,074 Accrued accounting and auditing fees payable 3,000 8,542 Sales commissions payable 1,782 10,794 Partner redemptions payable 35,581 Total Liabilities 51,186 32,213 PARTNERS' CAPITAL Limited partners - ( 4,634.21 and 5,186.28 units) 5,440,432 6,102,458 General partner - (0 units) (Note 2) Total Partners' Capital 5,440,432 6,102,458 $5,491,618 $6,134,671 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 Three Six Three Six Months Months Months Months Ended June Ended June Ended June Ended June 30, 2002 30, 2002 30, 2001 30, 2001 REVENUES Realized gain (loss) from trading in futures $ 41,999 $(505,628) $(129,342) $ 637,984 Realized gain (loss) on exchange rate fluctuation 47,901 39,566 (6,106) (10,754) Changes in unrealized gains (losses) on open commodity futures contracts 333,975 607,650 (120,231)(1,038,755) Interest income 19,609 40,776 48,893 111,437 Redemption penalty 1,747 3,256 620 1,724 Total Revenues 445,231 185,620 (206,166) (298,364) EXPENSES Commissions 92,802 200,146 107,189 214,016 Management fees 25,616 54,199 27,398 54,243 Professional accounting and legal fees 11,929 30,490 11,630 33,855 Other operating and administrative expenses 88 338 336 2,082 Total Expenses 130,435 285,173 146,553 304,196 NET INCOME (LOSS) $314,796 $ (99,553) $(352,719) $(602,560) NET INCOME (LOSS) - Limited partnership unit $ 63.79 $ (19.85) $ (74.87) $ (129.85) General partnership unit $ $ $ $ The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENTS OF PARTNERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (A Review) 2002 2001 Amount Units Amount Units Beginning balance- December 31 $6,102,458 5,186.28 $5,557,782 4,434.40 Partner additions 134,179 119.33 500,598 428.74 Partner withdrawals (696,652) (671.40) (138,707) (122.80) Syndication costs paid (12,818) Net Loss (99,553) (602,560) Ending Balance - June 30 $5,440,432 4,634.21 $5,304,295 4,740.34 2002 2001 Value per unit $1,173.97 $1,118.97 Total partnership units 4,634.21 4,740.34 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENTS OF PARTNERS' EQUITY FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (A Review) 2002 2001 Amount Units Amount Units Beginning balance- March 31 $5,481,610 4,975.80 $5,608,871 4,697.22 Partner additions 87,148 78.24 192,200 165.92 Partner withdrawals (443,122) (419.83) (138,707) (122.80) Syndication costs paid (5,350) Net Income (Loss) 314,796 (352,719) Ending Balance - June 30 $5,440,432 4,634.21 $5,304,295 4,740.34 2002 2001 Value per unit $1,173.97 $1,118.97 Total partnership units 4,634.21 4,740.34 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENT OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (A Review) Three Six Three Six Months Months Months Months Ended Ended Ended Ended June 30, 2002 June 30, 2001 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $314,796 $(99,553) $(352,719) $(602,560) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Changes in operating assets and liabilities Equity in Commodity Futures Trading Accounts (8,396) 516,866 296,447 775,222 Accrued interest receivable 299 1,438 8,498 18,384 U.S. Treasury Obligations 152 (940) (12,652) (270,185) Prepaid Expense (87) (87) Accrued commissions payable 12,586 (992) 163 (17,376) Management and incentive fees payable (8,922) (10,074) 450 (316,976) Accounting and auditing fees payable 275 (5,542) (235) (2,018) Net Cash Provided By (Used In) Operating Activities 310,790 401,203 (60,135) (415,596) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of units, net of sales commissions 57,433 134,179 192,200 500,598 Syndication and registration costs (5,350) (12,818) Proceeds due from limited partners 95,270 (61,680) 55,642 Cash partner redemptions (471,323) (661,071) (62,025) (89,616) Net Cash Provided By (Used In) Financing Activities (413,890) (431,622) 63,145 453,806 NET INCREASE (DECREASE) IN CASH (103,100) (30,419) 3,010 38,210 CASH Beginning of period 104,905 32,224 35,760 560 End of period $ 1,805 $ 1,805 $ 38,770 $ 38,770 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) SCHEDULE OF INVESTMENTS June 30, 2002 (A Review) Contracts (All securities are from U.S. markets) Value Commodity Futures Positions, Held Long 18 Sept '02 10 - Year Treasury Notes $ 35,578 18 Sept '02 5- Year Treasury Notes 28,688 56 Sept ' 02 2 -Year Treasury Notes 70,188 18 Dec' 02 Soybean Meal 9,000 55 Sept '02 New York Cocoa 21,150 18 Sept '02 British Pound 78,975 37 Sept '02 Swiss Franc 123,875 37 Sept '02 European Currency Unit 174,275 36 Dec '02 Eurodollar 60,750 Total United States Commodity Futures Positions 602,479 European Commodity Futures Positions, Held Long 36 Sept '02 2 - Year German Euro Schatz 18,108 54 Sept '02 10 - Year German Euro Bund 44,028 Total European Commodity Futures Positions 62,136 British Commodity Futures Positions, Held Long 74 Dec '02 Short Sterling 20,872 18 Sept '02 Long Gilt 26,076 Total British Commodity Futures Positions 46,948 Total Commodity Futures Positions $ 711,563 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) SCHEDULE OF INVESTMENTS June 30, 2002 (A Review) United States Commodity Futures Positions, Sold Short 19 Aug '02 Live Cattle $ (7,030) 18 Sept '02 New York Coffee 18,900 Total United States Commodity Futures Positions 11,870 Japanese Commodity Futures Positions, Sold Short 43 July '02 Raw Sugar 6,313 Total Commodity Futures Positions Sold Short 18,183 Net Commodity Futures Positions 729,746 $3,200,000 United States Treasury Bills 3,186,299 Cash in Trading Accounts United States Markets 1,211,761 Canadian Markets (35,484) Euro Dollar Markets 427,074 British Pound Markets (34,189) Japanese Yen Markets (4,475) Australian Dollar Markets (29,425) Total Cash in Trading Accounts 1,535,262 Total Investments $5,451,307 The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 AND 2001 (A Review) 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Atlas Futures Fund, Limited Partnership (the Fund) was formed January 12, 1998 under the laws of the State of Delaware. The Fund is engaged in the speculative trading of futures contracts in commodities, which commenced in October, 1999. Ashley Capital Management, Inc. is the general partner and commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership. The commodity trading advisor (CTA) is Clarke Capital Management, who has the authority to trade so much of the Fund's equity as is allocated to it by the General Partner. Income Taxes - In accordance with the generally accepted method of presenting partnership financial statements, the financial statements do not include assets and liabilities of the partners, including their obligation for income taxes on their distributive shares of the net income of the Fund or their rights to refunds on its net loss. Registration Costs - Costs incurred for the initial filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association (the "NFA") and the states where the offering was made were accumulated, deferred and charged against the gross proceeds of offering at the initial closing as part of the offering expenses. Recurring registration costs, if any, will be charged to expense as incurred. Revenue Recognition - Commodity futures contracts are recorded on the trade date and are reflected in the balance sheet at the difference between the original contract amount and the market value on the last business day of the reporting period. Market value of commodity futures contracts is based upon exchange or other applicable market best available closing quotations. Use of Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 AND 2001 (A Review) 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers only cash and money market funds to be cash equivalents. Net cash used in operating activities includes no cash payments for interest or income taxes for the three and six months ended June 30, 2002 and 2001. 2. GENERAL PARTNER DUTIES The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, including suspending all trading, includes executing and filing all necessary legal documents, statements and certificates of the Fund, retaining independent public accountants to audit the Fund, employing attorneys to represent the Fund, reviewing the brokerage commission rates to determine reasonableness, maintaining the tax status of the Fund as a limited partnership, maintaining a current list of the names, addresses and numbers of units owned by each Limited Partner and taking such other actions as deemed necessary or desirable to manage the business of the Partnership. In addition, the general partners held a financial interest in the partnership until June 30, 2000, at which time the investment was redeemed. 3. THE LIMITED PARTNERSHIP AGREEMENT The Limited Partnership Agreement provides, among other things, the following: Capital Account - A capital account shall be established for each partner. The initial balance of each partner's capital account shall be the amount of the initial contributions to the partnership. Monthly Allocations - Any increase or decrease in the Partnership's net asset value as of the end of a month shall be credited or charged to the capital account of each Partner in the ratio that the balance of each account bears to the total balance of all accounts. Any distribution from profits or partners' capital will be made solely at the discretion of the General Partners. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 AND 2001 (A Review) 3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED Allocation of Profit and Loss for Federal Income Tax Purposes - As of the end of each fiscal year, the Partnership's capital gain or loss and ordinary income or loss shall be allocated among the Partners, after having given effect to the fees of the General Partner and the Commodity Trading Advisors and each Partner's share of such items are includable in the Partner's personal income tax return. Redemption - No partner may redeem or liquidate any units until after the lapse of six months from the date of the investment. Thereafter, a Limited Partner may withdraw, subject to certain restrictions, any part or all of his units from the partnership at the Net Asset Value per Unit on the last day of any month with ten days prior written request to the General Partner. A redemption fee payable to the Partnership of a percentage of the value of the redemption request is charged during the first 24 months of investment pursuant to the following schedule: 4% if such request is received ten days prior to the last trading day of the sixth month after the date of the partner's investment in the Fund. 3% if such request is received during the seventh to twelfth month after the investment 2% if such request is received during the thirteenth to eighteenth month. 1% if such request is received during the nineteenth to twenty-fourth month. 0% thereafter. 4. FEES The Fund is charged the following fees on a monthly basis since the commencement of trading. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 AND 2001 (A Review) 4. FEES - CONTINUED A management fee of 3% (annual rate) of the Fund's net assets allocated to each CTA to trade will be paid to each CTA and 1% of equity to the Fund's General Partner. Effective November 1, 2000, the management fee allocated to each CTA was decreased to 0% (annual rate) and the management fee allocated to the Fund's General Partner was increased to 2% (annual rate) of the Fund's net assets. An incentive fee of 20% of "new trading profits" will be paid to each CTA. "New trading profits" includes all income earned by each CTA and expense allocated to his activity. In the event that trading produces a loss, no incentive fees will be paid and all losses will be carried over to the following months until profits from trading exceed the loss. It is possible for one CTA to be paid an incentive fee during a quarter of a year when the Fund experienced a loss. Effective November 1, 2000, the incentive fee increased to 25% of "new trading profits." The Fund will pay fixed commissions of 9% (annual rate) of assets assigned to be traded, payable monthly, to the Introducing Broker affiliated with the General Partner. The Affiliated Introducing Broker will pay the costs to clear the trades to the futures commission merchant and all PIT Brokerage costs which shall include the NFA and exchange fees. 5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS Certain trades executed by the Fund are denominated in foreign currencies. Gains and losses on these transactions are recorded as futures trading gains or losses at the U. S. dollar equivalent on the date the trade is settled. Exchange rate fluctuation gain or loss is reflected when residual amounts of foreign currencies are reconverted to U. S. dollars. 6. PLEDGED ASSETS The U. S. Treasury Obligations and Cash in trading accounts are pledged as collateral for commodities trading on margin. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 AND 2001 (A Review) 7. CONCENTRATIONS The Fund maintains its cash balances at a high credit quality financial institution. The balances may, at times, exceed federally insured credit limits. 8. OFF BALANCE SHEET RISK As discussed in Note 1, the Fund is engaged in speculative trading of futures contracts in commodities. The carrying amounts of the Fund's financial instruments and commodity contracts generally approximate their fair values at June 30. Open commodity contracts had gross contract value of $59,123,308 on long positions and $937,241 on short positions at June 30, 2002. Open commodity contracts had gross contract value of $3,110,909 on long positions and $21,571,400 on short positions at June 30, 2001. Although the gross contract values of open commodity contracts represent market risk, they do not represent exposure to credit risk, which is limited to the current cost of replacing those contracts in a gain position. The unrealized gain on open commodity futures contracts at June 30, 2002 and 2001 was $729,746 and $336,597, respectively. 8. SUBSEQUENT EVENTS On July 30, 2002, it was discovered that certain expenses and fees, including initiating broker commissions and commodity trading advisor management fees were underpaid due to a calculation error. The Fund will pay the additional amount in the third quarter when the actual amount is determined. No interest will be charged on the underpayment. EX-99.14 OTH CONSENT 3 a10q6-02e99.txt Exhibit 99 CERTIFICATION PURSUANT TO 18 U.S.C. S 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Atlas Futures Fund, Limited Partnership (the "Company") on Form 10-Q for the period ending June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Shira Del Pacult, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: August 14, 2002 /s/ Shira Del Pacult Shira Del Pacult Principal and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----