U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2003 Commission File Number: 1-12350 FUELNATION INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 65-0827283 --------------------------------- (IRS Employer Identification No.) 4121 SW 47th Ave. Davie, Florida ---------------------------------------- (Address of principal executive offices) 33314 ---------- (Zip Code) (954) 587-3775 --------------------------- (Issuer's Telephone Number) 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 [ ]. The number of shares of the registrant's only class of common stock issued and outstanding, as of June 03, 2003 was 2,293,031 shares. PART I ITEM 1. FINANCIAL STATEMENTS. Our unaudited financial statements for the three months ended March 31, 2003 and 2002 are attached hereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS/PLAN OF OPERATION The following discussion should be read in conjunction with our unaudited Financial Statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements. OVERVIEW FuelNation Inc. ("we," "us," "our," "FuelNation" or the "Company") , a Florida-based development stage corporation which was incorporated in Florida in 1993, is engaged in the development of providing real-time e-commerce communications in petroleum marketing and energy services and planning to build and develop a portfolio of real estate assets with our concept of the "Super Store" of Travel Centers across America. The Company's business model will be conducted through two divisions, "Super Store" Travel Center Division ("Travel Center"), and the "Super" Petroleum Marketing Division ("Petroleum Marketing"). The "Super Store" Travel Center Division. FuelNation plans to build the "Super Store" of Travel Centers in the state of Florida and additional locations in key states. We have focused our attention to the needs of the industry and our location planning to the most populous areas in the state. The plans for the first location currently consist of a 105,500 sf Travel Center, 75,000sf 200 room hotel, 24 pump fueling depot, truck wash, 35,000 sf retail mall, 20,000 sf spa and gym, 30,000 sf of offices for the technology center, 19,000 sf of repair, 11,300 sf convenience store, 7,500 sf truck sales, 858 tractor trailer parking slots and 539 car parking slots. The site selected for the first FuelNation Travel Center is currently located in an area that is overseen by a Community Redevelopment Agency (CRA). This location was studied and selected as an ideal location in the "Final Report; Commercial Vehicle Driver Survey, Truck Stop Terminal Facility Research Project, dated March 1999. The site is approximately 5 miles west of Port Everglades and Fort Lauderdale/Hollywood International Airport. The port has unbeatable connections through the adjacent Fort Lauderdale/Hollywood International Airport and the direct links with all of Florida's highway system via I-595. Almost all gasoline, aviation and power plant fuel consumed in South Florida enters through the seaport, which has reached its capacity. We not only intend to cater to the traveling public we fully intend to offer our products to the local community as well. The Travel Center will boast a fresh farmers market, grocery store and open shop environment with local community operators. There will be several full service and fast food restaurants, almost every type of service needed for the transportation and tourism industry. Car and truck washes and full service repair facilities for cars as well as tractor trailers. Complete medical, hair stylist, entertainment, clothing, electronics, new truck sales, and most major transportation parts and warranty representatives on site. Shuttles and limousine service will be available to and from most of the major attractions and transportation hubs. Parking will be in great abundance as well as hospitality with our 200 room hotel. The founders of FuelNation have been working on the concept of the "Super Store" of Travel Centers since 1999. The establishing of site selection, zoning approvals, and governmental approvals has been a daunting task. The project has been approved to receive the proceeds of $100 million in secured taxable revenue notes which are credit enhanced and guaranteed by a major lending institution. The company was required to raise monies to pay for closing costs and issuance fees in an amount of approximately $5 million. The company originally made application for $330 million in note offerings and was approved, but decided to break it into smaller portions because of the difficulty in raising the funds needed to close and the upfront costs to execute such an enormous business plan. The Travel Center project is on target to fund and break ground this year and targeted to provide onsite fueling by end of year 2003. We have been working diligently to satisfy all requirements to complete the underwriting for the $100 million secured taxable revenue notes. As of the date of this filing all current conditions and fees have been paid and the company is waiting for document preparation from the placement agents prior to the notes being offered. Page 2 of 18 There has been a tremendous difficulty in raising money to execute our complete business plan during the past 2 years. We have been approached by several lenders introducing financing proposals, which only addressed our short term, not long term needs. We have placed all technology development on hold until we are able to obtain financing. In light of all the changes in the economy, energy markets, national security, stock and money markets we have been actively positioning the company for these current and upcoming changes. We have identified the ability to finance future growth and acquisitions with Secured Taxable Revenue Notes for approved "Public Purpose Projects". Public Purpose Projects means "any capital project which furthers the purposes of the ordinance, whether real or personal property, including any building, land, fixture, vehicle, equipment, facility, streets, transportation facilities, street lighting, sidewalks, drainage, sewers, water and utility systems, power facilities, community facilities, health facilities, recreational facilities, security, public lodging facilities, educational facilities, etc.." Our revised business plan and note financing application in the amount of $100 million allows us to integrate and execute our business plan using "Public Purpose Projects" which create jobs, development, expansion, education and additional revenue for municipalities. Our first "Public Purpose Project" is to build the "Super Store" of Travel Centers starting in the state of Florida. FuelNation will work jointly with local universities to provide on site accredited studies and college credits for students and faculty that train at our location. The professors will be assigned to key projects at our site, i.e., food and beverage, hotel and hospitality, chemical engineering, transportation and marketing. The professors will work with graduate students and students in part time positions to earn college credits and on the job training. The relationship with the universities gives us wide selection of qualified assistance and supervised training. It also gives additional assistance with the development of our communications platform with the complete use of the universities resources. See "Item 6-Management's Discussion and Analysis or Plan of Operation" for a more detailed description of the financing. The "Super" Petroleum Marketing Division. We intend to consolidate several petroleum marketers and automate their existing customer base with real time e-commerce solutions to create a "Super" Petroleum Marketer. The first phase of our expansion plan will be supplying fuel and offering our automation to existing branded and unbranded sites for long established petroleum marketers. The second phase will be aligning our e-commerce automation with transportation lines to roll-out the FuelNation Brand and identity with unmatched e-commerce and automation. The third phase will be to identify key assets in the petroleum marketing industry and acquire them. We have developed proprietary technology that allows us to provide fully integrated services relating to the inventory, sales, distribution and financial reporting functions in the fuel industry. Marketed under the service mark R2R(SM) ("Rack to Retail"), this technology completely automates and streamlines the data collection processes for centralization, retrieval and integration of inventory, financial and accounting information in the fuel industry. Our operations are conducted through strategic alliances, which principally are engaged in advanced technology and services solutions for the petroleum marketing industry, i.e., oil companies, marketers, transports, gas stations and convenience stores worldwide, and the development of one of the world's most integrated communications platform for the petroleum industry. We intend to use Broadband that delivers data to remote stations at speeds reaching 45Mbps, satellite technology, global positioning system (GPS) with real-time tracking and path logging of delivery vehicles. We have developed the R2R(sm) communications technology which allows multiple point of sales, tank monitors, global positioning system, VSAT, wireless PDA devices, Internet phones, automated teller machines, back office software, price signs and numerous other equipment manufacturers to integrate and seamlessly exchange data in an open architecture environment. We believe that the value of our product is driven from many factors, including; economical installation, customizable, rapid scalability, 24 hour help desk, dependable hardware connection, no setup or programming at site, no equipment purchases, centralized and scalable main frame database, automated polling and populating of data from existing hardware, automated population of existing software, open architecture programming, real time reporting and many more. Our programmers have successfully written the programming code that communicates to most of the top hardware and software suppliers for this industry. During the past two years, we have installed our product for no charge at several well-established leading companies during the development process. In exchange for the companies working with us during our development process, our programmers have been granted complete access to their existing management, networks, supply chain, vendors, and service contractors for valuable industry knowledge and guidance. All of this development and valuable industry knowledge and guidance has led us to the introduction of our service offering and the company's flagship product, a complete network management system from rack to retail ("R2R(sm) that utilizes broadband and wireless technology. The remotely connected system, accessible via any web enabled device, allows oil producers, major oil companies, petroleum marketers, transports, convenience stores and major franchises to collect and integrate data from several pieces of equipment simultaneously, track deliveries with global positioning systems, forecast fuel inventory needs, manage electronic safe deposits, track detailed retail sales, automate rebates, enhance security and shrinkage controls, automate payroll functions, monitor product costs and adjust pricing in "real-time." The R2R(sm) solution is designed to increase profitability and reduce costs. We believe that our advantage lies in the multiple solutions achieved through the utilization of the non-proprietary programmable router which solves the hardware connectivity issue with a broadband satellite link-up connected to the tank monitors, point-of-sales cash registers, and many other data generating devices. The result is a seamless solution enabling efficient economic controls without the current manual administrative headaches. The following information is intended to highlight developments in our operations, to present our results of operations to date, our plan of operation, to identify key trends affecting our business and to identify other factors affecting our business for the three month periods ended March 31, 2003 and 2002. Page 3 of 18 Results of Operations Comparison of Results of Operations for the three month periods ended March 31, 2003 and 2002 We generated no revenues during the three month periods ended March 31, 2003 and 2002 and it is not anticipated that we will be able to generate any revenues in the foreseeable future unless and until we finalize our bond financing and begin building the travel center and marketing our technology to petroleum marketers or otherwise acquire an existing entity which generates revenues and profits. 2 Total operating expenses were $224,087 for the three months ended March 31, 2003, compared to $423,305 for the three months ended March 31, 2002. The expenses incurred during the three-month period ended March 31, 2003 arose primarily from salaries and wages ($66,508), professional and consulting fees ($56,641) and other general and administrative expenses ($88,071). These expenses decreased in 2003 over the same period in 2002 by reducing the employment of staff to support the related technology which resulted in a decrease in salaries and wages of $121,663 and reducing the use of outside consultants which resulted in a decrease of professional and consulting fees of $29,125. Non-Cash Employee Compensation decreased by $87,693 in 2003 compared with the same period in 2002. Additionally, we incurred interest expense of $1,543 in 2003. As a result, we incurred a net loss of $225,630 for the three months ended March 31, 2003, compared to a Net Loss of $431,745 for three months ended March31, 2002. Plan of Operation Because we have not generated any revenues as of the date of this Report, we hereby submit our Plan of Operation pursuant to the requirements of Regulation SB, promulgated under the Securities Act of 1933, as amended. Our objective is to be the leading "Super" Petroleum Marketer engaged in the development of providing petroleum supply with e-commerce communications in petroleum marketing and energy services and to build and develop a portfolio of real estate assets with our concept of the "Super Store" of Travel Centers across America. The Company's business model will be conducted through two subsidiaries, "Super" Petroleum Marketing Division ("Marketing Division"), and the "Super Store" Travel Center Division ("Travel Center"). The "Super Store" Travel Center Division. FuelNation has plans to build the "Super Store" of Travel Centers in the state of Florida and additional locations in key states. We have focused our attention to the needs of the industry and our location planning to the most populous areas in the state. The plans currently consist of a 105,500 sf Travel Center, 75,000sf 200 room hotel, 24 pump fueling depot, truck wash, 35,000 sf retail mall, 20,000 sf spa and gym, 30,000 sf of offices for the technology center, 19,000 sf of repair, 11,300 sf convenience store, 7,500 sf truck sales, 858 tractor trailer parking slots and 539 car parking slots. The "Super" Petroleum Marketing Division. We intend to consolidate petroleum marketers and automate their existing customer base with real time e-commerce solutions. The first phase of our expansion plan will be supplying fuel and offering our automation to existing branded and unbranded sites for long established petroleum marketers. The second phase will be aligning our e-commerce automation with transportation lines to roll-out the FuelNation Brand and identity with unmatched e-commerce and automation. The third phase will be to identify key assets in the petroleum marketing industry and acquire them. We not only intend to cater to the traveling public we fully intend to offer our products to the local community as well. The Travel Center will boast a fresh farmers market, grocery store and open shop environment with local community operators. There will be several full service and fast food restaurants, almost every type of service needed for the transportation and tourism industry. Car and truck washes and full service repair facilities for cars as well as tractor trailers. Complete medical, hair stylist, entertainment, clothing, electronics, new truck sales, and most major transportation parts and warranty representatives on site. Shuttles and limousine service will be available to and from most of the major attractions and transportation hubs. We intend to finance these purchases with the issuance and sale of secured taxable revenue notes. We have been negotiating the issuance of $100,000,000 of secured taxable revenue notes. As of the date of this Report, we have successfully negotiated approval for the issuance of $100,000,000 of secured taxable revenue notes. We currently have paid an application and commitment fee and legal retainers for the note offering of $320,000. We are also required to have a bank issue a cost of issuance and short fall letter of credit in the amount of approximately $4,000,000 which is refundable from the proceeds of the note issue. We have received a commitment for a cost of issuance and short fall letter of credit from a major institution. Our concept to build a "Super" Petroleum Marketer has been developed during our live onsite testing and development period over the past two years. The industry has not experienced a substantial consolidation at the Petroleum Marketer level while missing the economies of scale from the consolidation process. Currently there have been limited economical resources or the means to communicate with several hundreds or even thousands of pieces of equipment without being cost prohibitive. At FuelNation we have developed proprietary technology that allows us to provide fully integrated services relating to the inventory, sales, distribution and financial reporting functions in the fuel industry. Marketed under the service mark R2R(SM) ("Rack to Retail"), this technology completely automates and streamlines the data collection processes for centralization, retrieval and integration of inventory, financial and accounting information in the fuel industry. Page 4 of 18 The R2R(sm) technology is an inventory management system that allows multiple point of sales, tank monitors, wireless PDA devices, Internet phones, automated teller machines, back office software, price signs and numerous other equipment manufacturers to integrate and seamlessly exchange data in an open architecture environment without installing computer software. The R2R(sm) technology includes a proprietary router box connected to an existing retail or wholesale location, which automatically collects, integrates and distributes the data, in various formats, to the customer at a centralized location. By utilizing this technology, the pricing, monitoring of sales, inventory status and reordering of fuel can be done remotely including through a remote apparatus such as a PDA. In other words, from a distant location, an R2R(sm) customer can regularly monitor fuel sales on a real-time basis as well as change the pricing at retail fuel pumps to reflect current market conditions. Furthermore, the system enables the automatic reordering of fuel based upon the actual volume of sales and remaining quantity of fuel at the applicable pump. The automated system serves as a significant mechanism for companies to monitor their fuel sales, inventory, and costs. In addition, financial lenders can also have access to the data in order to monitor the operations of their borrowers on a real time basis. We expect to receive fees and/or royalty payments either on a fixed basis per month or on a per gallon basis charge. We intend to license our technology to service stations, truck stops and/or customers that are otherwise involved in the distribution and sale of fuel. We believe that our product offering is unique and is not available via any other method. The industry is a very difficult market to penetrate. We originally started marketing our system to the major oil companies and felt this would give us the immediate market share and the vertical integration we desired. During our sales initiatives we discovered the following: The oil companies' main drive is gallons and market share. The oil companies distribute their products through petroleum marketers, dealers and some company owned stores. The oil companies require the petroleum marketers and the dealers to use their credit card processors. This equipment for the credit card processing is supplied through the oil company and paid by the petroleum marketers and the dealers. The oil companies typically charge 3% processing fee for the use of all credit cards on the network and offer their own branded credit card processing for no charge. The majority of all of the credit card processing is Visa and MasterCard and therefore the burden and costs are passed down the food chain to the petroleum marketers and the dealers for the credit card processing fees. The reporting requirements of the industry are very labor intensive and the burden is always passed down to the petroleum marketers and the dealers. New equipment and programs are usually offered through the major oil companies to the petroleum marketers and the dealers with a percentage of the offering always being rebated back to the oil company. There are other alternative equipment and service suppliers in the industry and they are limited on their entry to the market by being approved and certified to operate on their credit-processing network. Our approach is and will continue to be providing the industry with an open architecture and shared information environment that allows entry to virtually all equipment and service suppliers. Other industries have state of the art communications and networks and first class accounting and reporting packages. We believe the petroleum industry is behind the market by decades. Our entry to the market is being focused on working with major petroleum marketers and dealer networks through consolidation and automation. We have discovered that when several petroleum marketers and dealers are very satisfied with your products and services and they request the major oil companies to approve our products and services, they typically get what they want. This process is not fast, but it is very effective. The oil companies are starting to follow the lead of petroleum marketers and dealer networks because they see the efficiencies first hand. We feel confident the industry will start to make significant changes to the manual processes and allow a more open environment once they see others operating. Given the magnitude of these fuel markets, we completed our B2B applications and automating manual processes. We also intend to find one or more partners to assist in retail sales of the "Super" Petroleum Marketer concept and installation of our R2R system. There are also multiple advertising opportunities that we intend to pursue, including the displaying of our logo at automated locations and on fuel transports. Sales Strategy Our products and services will be marketed through direct and indirect channels. We intend to accomplish our direct selling in several ways, including: - our web sites; - direct sales by our own staff and technology partners; - affiliate programs; - original equipment manufacturers; and - tradeshows. For our indirect sales efforts, we will use independent petroleum marketer resellers. Reseller organizations can offer all of our services. These third party petroleum marketer sales organizations are already involved in marketing to the petroleum industry. Those in the petroleum marketer reseller program purchase our services at a discounted rate and then re-sell them to their clients. They can either use us to bill their customers for these services or invoice their customers under their own name. For petroleum marketer resellers, we believe the key element is residual, transaction-based income. Resellers that manage the entire transactions will receive a per transaction fee, plus sign-up fees if the reseller uses our suggested retail pricing. Many resellers actually charge higher prices when the market will bear it. The use of petroleum marketer resellers allows us to leverage our resources to maximize revenues. By working with companies as resellers, we strategically develop an outside sales organization that already has sound, existing relationships with merchants. These petroleum marketer resellers recognize that income derived from our installation fees and recurring transaction charges provide them with significant revenue potential. Most competitors sell products using a direct sales force. Page 5 of 18 We will use a variety of marketing activities to increase market awareness of our services and educate our target audience. In addition to building awareness of our brand, our marketing activities focus on generating leads for our sales efforts. To build awareness and attract new merchants we conduct marketing and partnership programs including advertising, public relations activities, referral programs, co-branded initiatives, virtual seminars and trade shows. Our vertical integration strategy is to purchase existing petroleum marketers and dealers in key distribution markets. We will focus upon the complete automation of these companies and allow them to continue to operate and consolidate additional marketers in their markets. This approach has been received very favorably and we are in negotiations with several very large marketers on this strategy. However, there can be no assurances that these negotiations will result in our obtaining contracts, or if we obtain these contracts, we will become profitable. If we acquire these entities, the marketers will continue to operate their companies as wholly owned subsidiaries of our Company and we will provide the high-speed networks and communications to their existing facilities and equipment. Our current tests on petroleum marketers to date have shown increases in EBIDTA approaching 30% with the increased efficiencies in automating manual processes, less shrinkage and improved buying power. Data Centers and Network Access Our data center in the United States is located at leased facilities at Echosat in Lexington, Kentucky. A data center is a facility containing servers, modem banks, network circuits and other physical equipment necessary to connect users to the Internet. The data center has multiple levels of redundant connectivity to the Internet, back-up power, fire suppression, seismic reinforcement and security surveillance 24 hours a day, 7 days a week. The current base monthly rent is $2,000 per month, on a month to month basis. Our data center in the Middle East is currently located at leased facilities at BATELCO in Manama Bahrain. A data center is a facility containing servers, modem banks, network circuits and other physical equipment necessary to connect users to the Internet. The data center has multiple levels of redundant connectivity to the Internet, back-up power, fire suppression, seismic reinforcement and security surveillance 24 hours a day, 7 days a week. The current base monthly rent is $7,000 per month, on a month to month basis. The technology underlying our e-commerce and Business-to- Business transaction services provides the following benefits: o Scalability. Our services allow us to deliver consistent quality of service as transaction volumes grow, and to handle daily and seasonal peak periods. As a result, we do not have to expand these areas of their transaction-processing infrastructure as their businesses grow. o High reliability. Our systems are engineered to provide high reliability, and we provide transaction processing and support 24 hours a day, 7 days a week. o Secure messaging. All communications between our system are facilitated by an encrypted protocol. o Real-time responses. Because our services enable online e- commerce and Business-to-Business transactions in real-time, clients can improve their level of customer satisfaction and reduce their support costs by avoiding delayed responses and minimizing the need for follow-up communications. Product Development Our Florida-based product development team was responsible for the design, development, testing and release of our core software and services. We have a well-defined software development methodology that we believe enables us to deliver services that satisfy real business needs for the global market while meeting commercial quality expectations. We emphasize quality assurance throughout our software development lifecycle. We believe that a strong emphasis placed on analysis, design and rapid prototyping early in the project lifecycle reduces the number and costs of defects that may be found in later stages. Our development methodology focuses on delivery of product to a global market, enabling localization into multiple languages, multi-currency payment processing, global fraud detection, and local regulatory compliance from a single code base. When appropriate, we utilize third parties to expand the capacity and technical expertise of our internal product development organization. On occasion, we have licensed third-party technology that we feel provides the strongest technical alternative. We believe this approach shortens time-to- market without compromising our competitive position, product quality or service. Trends The United States petroleum marketing industry is estimated at $134.2 billion dollars for 1999, with an anticipated size of $204.8 billion dollars by 2005, assuming a 7.3 percent growth rate in gas consumption over 10 years. The number of retail fuel outlets in the U.S., which was approximately 182,600 in 1998, is estimated at 250,000 by 2005. According to U.S. Government figures, the total demand for oil will increase to 112 million barrels per day with prices remaining steady at $28 per barrel in the year 2020. Our product has been installed and operational at several well established leading petroleum companies in the United States as well as Manama, Bahrain for the past two years. The product has been proven to be very successful and profitable for the petroleum marketers during our development and testing stage. We have studied and surveyed existing and potential customers for a marketing strategy. Page 6 of 18 There can be no assurance that any of our potential products and services can be successfully marketed. Our technology has no historical results upon which to forecast future operations. It is expected that business, operating results and financial condition will be materially adversely affected if revenues do not meet our projections. These trends taken together create a picture of opportunity for our future growth. We anticipate that the vertical integration strategy will bode well for our future, as activity along the entire value chain should increase not just in the domestic sense but globally as well. However, there can be no assurances that this will occur. Inflation Inflation has not had a significant impact on our results of operations and is not anticipated to have a significant negative impact in the foreseeable future. However, there is no assurance that inflation will not have a material adverse impact on our future results of operations. Liquidity and Capital Resources At March 31, 2003, we had $12,403 in cash and working capital deficit of $1,845,824. For the three month period ended March 31, 2003, net cash provided by operating activities was $11,791. This was primarily attributable to a net loss for the period of $225,630 and offset by increase of payables and liabilities of $ 207,381. The company intends to pay off its existing obligations in the approximate amount of $2.4 million from the issuance and funding of $100,000,000 secured taxable revenue notes. It is anticipated that we will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the end of 2003. There is no assurance that we will achieve our expansion goals and the failure to achieve such goals would have an adverse impact on us. Additional Financings will be required. In April 2003 the former CEO and board members made arrangements to have a standby letter of credit issued by a bank in the amount of $500,000 to secure a loan in the amount of $320,000 with 5% interest and to guarantee performance and payment of a consulting agreement in the amount of $150,000, both obligations are due in 6 months. The loans have been secured by stock owned by the affiliates and guarantees by the affiliates. The Company is currently negotiating to have an additional standby letter of credit issued for another $500,000 to secure additional loans to assist the company in completing the secured taxable note offering. Our success is dependent upon our ability to raise additional capital. As of the date of this Report, we have successfully negotiated the commitment for the issuance of $100,000,000 of loans resulting from the issuance of a special purpose entity of secured taxable revenue notes. We currently have paid an application and commitment fee and legal retainers for the note offering of $320,000. We are also required to have a bank issue a cost of issuance and short fall letter of credit in the amount of approximately $4,000,000 which is refundable from the proceeds of the note issue. We have received a commitment for a cost of issuance and short fall letter of credit from a major institution. We are also in discussions with investment bankers and others to provide or assist in providing additional financing. However, as of the date of this Report, we do not have any written commitments for any additional financing other than the issuance of the $100,000,000 secured taxable notes and the cost of issuance and short fall letter of credit in the amount of approximately $4,000,000 which is refundable from the proceeds of the note issue and the additional letter of credit for $500,000, and no assurance can be given that we will obtain any other additional financing. The failure to infuse any other additional capital into our Company may affect our ability to fully implement our business plan described herein. The current acquisitions in the petroleum marketing industry are on hold until we have additional funding or alternative means of acquiring the companies. As of the date of this filing the modified business plan has been submitted to the lender and a commitment letter for funding has been accepted and signed. As of the date of this filing all current conditions and fees have been paid and the company is waiting for document preparation and time lines from the placement agents The Company was able to arrange the $4,000,000 needed to pay for the cost of issuance and the funds to guarantee the interest shortfall for the $100 million secured taxable notes and received verification of the availability of the funds. All indications from the lender are still positive for the issuance of the secured taxable revenue notes. Our success is subject to the completion of our taxable revenue note issue, however, there can be no assurances that the Company will be successful in acquiring additional capital or that such capital, if available, will be on terms and conditions acceptable to the Company. Page 7 of 18 Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of the Company to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. The Company considers its critical accounting policies to be those that require the more significant judgments and estimates in the preparation of the Company's financial statements, including the following: impairment of long-lived assets; capitalized technology costs and accounting for expenses in connection with stock issuances, stock options and warrants. Management relies on historical experience and on other assumptions believed to be reasonable under the circumstances in making its judgment and estimates. Actual results could differ materially from those estimates. There have been no significant changes in the assumptions, estimates and judgments in the preparation of these financial statements from the assumptions, estimates and judgments used in the preparation of the Company's prior years audited financial statements. ITEM 4. CONTROLS AND PROCEDURES. DISCLOSURE CONTROLS AND PROCEDURES Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and participation of the Company's Chief Executive Officer and acting Chief Financial Officer (the "Officers") of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that evaluation, the Officers concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings, including this report. INTERNAL CONTROLS There were no significant changes made in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. On July 25, 2002 the Company was served with a civil action from one of the four individual note holders, Peter Gianoukas, in the amount of $11,541 principal amount. Further details on the notes are given in the Liquidity and Capital Resources section of this report. The note holder claimed we were in default on the note and demanded payment. The note was due on September 30, 2002 and not yet been paid. As of the date of this filing Mr. Gianoukas received a final default judgment in the state of New Jersey. The Company will defend this suit with all remedies of the law. As of the date of this filing we are working diligently to resolve the default. On December 2, 2002 in a case entitled Richard Maddox vs. FuelNation Inc. (CASE#02-22492-CACE-25) Broward County, Florida (17th Judicial Circuit), the Company was named as a defendant by a shareholder in a securities-related suit for money damages in the amount of $25,000 based on allegations of unjust enrichment. Responsive pleadings in defense of the claim have been filed, including affirmative defenses. A trial date is scheduled for August 2003. On January 17, 2003 the Company was served with a civil suit from Andrew Telsey vs. FuelNation Inc. (Case# 03-001019-CACE-11) Broward County, Florida (17th Judicial Circuit). The Company was named as defendant in a collection suit for attorneys fees in the amount of $24,197.93 based on allegations of breach of agreement and quantum merit. Responsive pleadings in defense of the claim have been filed, including affirmative defenses. The parties are now engaged in pre-trial discovery with no trial date scheduled. The Company deems the lawsuit frivolous and without merit and is pondering the filing of a counterclaim. Page 8 of 18 On February 28, 2003 the Company was served with a civil suit from Exodus Resources, Inc. vs FuelNation Inc. and Chris Salmonson (Case# 03-5178-CA-06) Dade County, Florida (11th Judicial Circuit). The Company and former CEO were named as co-defendants, jointly and severally, by a shareholder in a securities related suit for money damages exceeding $15,000.00 (plus special damages) based on allegations of breach of fiduciary duty and fraud. Responsive pleadings in defense of the claim have been filed, including affirmative defenses. The parties are now engaged in pre-trial discovery with no trial date scheduled. The Company deems the lawsuit frivolous and without merit and is pondering the filing of a counterclaim. In April 2003, our independent auditors received a request from the SEC seeking the production of documents in connection with an informal investigation. The Company has not received the notice The Company cannot predict when this investigation will be completed, nor can it predict what the results of this investigation may be. It is possible that the Company will be required to pay fines, consent to injunctions on future conduct, or suffer other penalties, each of which could have a material adverse effect on its business. The Company cannot assure you that the effects and result of this investigation will not be material and adverse to its business, financial condition and liquidity. 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 On August 15, 2002 the then CEO and President of the company, Chris Salmonson, was arrested by the Sheriff's Office in Broward County, Florida and was held on charges of grand theft relating to a real estate transaction, that failed, with a church. It is alleged that he received $1,670,000 from the Church in exchange for real property that was never conveyed to the Church. The CEO and President denies that he has committed any offense or violation of law and has assured the Company that he will vigorously defend himself against the charges made against him. Mr. Salmonson has retained counsel with respect to these matters, and counsel is working toward his defense. Mr. Salmonson stepped down from his management role as CEO and President until the allegations against him are settled. The board of directors has reviewed key people to assist with the management and funding responsibilities and agreed in principal to a successor CEO and President subject to a formal agreement being signed with the successor CEO and President and the appropriate actions being adopted by the Company. Chris Salmonson has agreed to stay on as a consultant and guide the Company through on the funding of the secured taxable revenue notes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (a) Exhibits - none (b) Reports on Form 8-K (1) January 27, 2003. Page 9 of 18 FUELNATION INC. (A Development Stage Company) BALANCE SHEET March 31, December 31, ASSETS 2003 2002 ------ ------------ ------------ (Unaudited) (Audited) CURRENT ASSETS: Cash $ 12,403 $ 612 Inventories 499,749 499,749 Other 81,120 81,120 ------------ ------------ Total Current Assets 593,272 581,481 ------------ ------------ FIXED ASSETS: Office Furniture and Equipment and Computer Systems, net of accumulated depreciation of $132,831 and $119,964 113,848 126,715 ------------ ------------ OTHER ASSETS: Deposits on Equipment 752,500 752,500 Technology -- -- ------------ ------------ Total Other Assets 752,500 752,500 ------------ ------------ Total Assets $ 1,459,620 $ 1,460,696 ============ ============ LIABILITIES AND STOCKHOLDERS' [DEFICIT] --------------------------------------- CURRENT LIABILITIES: Accounts payable $ 697,184 $ 672,803 Accrued Liabilities 419,193 329,540 Payroll and Taxes Payable 973,761 880,414 Convertible Debt 35,953 35,953 Note Payable 25,000 25,000 Due to Affiliates 138,505 121,332 Other Payables 149,500 149,500 ------------ ------------ Total Current Liabilities 2,439,096 2,214,542 ------------ ------------ Commitments and Contingencies -- -- ------------ ------------ Common Stock Subject to Repurchase, 57,108 Shares Issued and Outstanding at March 31, 2003 and December 31, 2002 3,547,973 3,547,973 ------------ ------------ STOCKHOLDERS' [DEFICIT]: Preferred Stock, $.01 par value, 5,000,000 shares authorized; none issued and outstanding -- -- Common Stock, $.01 par value, 100,000,000 shares authorized; 2,237,385 shares and 2,214,051 shares issued and outstanding at March 31, 2003 and December 31, 2002 respectively 22,374 22,141 Additional paid-in capital 29,803,452 29,803,685 (Deficit) Accumulated in the Development Stage (34,353,275) (34,127,645) ------------ ------------ Total Stockholders' [Deficit] (4,527,449) (4,301,819) ------------ ------------ Total Liabilities and Stockholders' [Deficit] $ 1,459,620 $ 1,460,696 ============ ============ See Accompanying Notes Page 10 of 18 FUELNATION INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, Accumulative in ---------------------------- the Development 2003 2002 Stage ------------ ------------ ------------ Revenue $ -- $ -- $ -- ------------ ------------ ------------ Operating expenses: Salaries and wages including related taxes 66,508 188,171 1,577,026 Consulting fees 55,385 19,456 183,601 Consulting fees - related party -- 221,162 Legal and professional 1,256 66,310 824,841 Marketing and promotion -- 467,158 Rent 25,056 -- 250,956 Rent - related party -- 45,387 Depreciation 12,867 3,825 132,831 Other general and administrative expenses 63,015 57,850 600,358 Impairement Loss on Technology -- 1,581,747 Research and development cost -- 10,000 Financing Costs -- 90,000 Non - Cash Consulting fees -- -- 17,014,280 Non - Cash Consulting fees - related party -- 3,644,251 Non - Cash Printing costs -- 21,000 Non - Cash Financing costs -- 92,956 Non - Cash Employee Compensation -- 87,693 6,863,527 ------------ ------------ ------------ Total operating expenses 224,087 423,305 33,621,081 ------------ ------------ ------------ Operating Loss (224,087) (423,305) (33,621,081) Other Income (Expense): Other (Expense) Income -- -- (694,982) Interest expense (1,543) (8,440) (37,212) ------------ ------------ ------------ Total other (expense), net (1,543) (8,440) (732,194) ------------ ------------ ------------ Net Loss $ (225,630) $ (431,745) $(34,353,275) ============ ============ ============ Basic and Diluted Net Loss per Common Share $ (0.10) $ (0.36) ============ ============ Basic and Diluted Weighted Average Common Shares Outstanding 2,281,038 1,194,642 ============ ============ See Accompanying Notes Page 11 of 18 FUELNATION INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, Accumulative in ------------------------------ the Development 2003 2002 Stage ----------- ----------- ------------- Cash Flows from Operating Activities: Net loss $ (225,630) $ (431,745) $(34,353,275) Adjustments to reconcile net loss to net cash provided by (used) in operating activities: Depreciation 12,867 3,825 132,831 Non- Cash Employee Compensation -- 87,693 6,863,527 Non- Cash Consulting Fees -- -- 17,014,280 Non- Cash Consulting Fees -Related Party -- 3,644,251 Non- Cash Financing Costs 92,956 Non- Cash Printing Costs 21,000 Write- Down of Investments -- 657,686 Other 58,508 Write - Down of Technology 1,581,747 Amortization of Convertible Debt -- 7,631 30,394 -- Changes in Assets and Liabilities: -- Inventory -- -- (499,748) Due from Escrow Accounts -- (45,000) Due from Affiliates -- 304,680 Other -- 16,667 8,705 Increase [Decrease] in : Accounts Payable 24,381 48,890 730,097 Due to Affiliates 17,173 154,754 421,648 Accrued Liabilites 89,653 21,809 499,285 Payroll and Taxes Payable 93,347 93,104 973,761 ------------ ------------ ------------ Net cash provided by (used) in operating activities 11,791 2,628 (1,862,667) ------------ ------------ ------------ Cash Flows from Investing Activities: Payments for Technology -- -- (544,903) Payment for Fixed Assets -- (2,667) (246,679) Advances Toward Pending Acquisition -- (402,724) Bond Issuance Deposit -- (80,000) Cash Received in Acquisition -- -- 1,109 ------------ ------------ ------------ Net cash used in investing activities -- (2,667) (1,273,197) ------------ ------------ ------------ Cash Flows from Financing Activities: Proceeds from issuance of common stock 3,453,118 Proceeds from Issuance of Convertible Debt 35,953 Payment of Loans Payable (100,000) Debt Restructuring (255,804) Exercise of Stock options -- -- 15,000 ------------ ------------ ------------ Net cash provided by financing activities -- -- 3,148,267 ------------ ------------ ------------ Net (Decrease) Increase in Cash 11,791 (39) 12,403 Cash, Beginning of Period 612 2,196 -- ------------ ------------ ------------ Cash, End of Period $ 12,403 $ 2,157 $ 12,403 ------------ ------------ ------------ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for interest: $ -- $ -- $ 2,716 ------------ ------------ ------------ Cash paid during the period for Income Taxes: $ -- $ -- $ -- ------------ ------------ ------------ Supplemental Disclosures of Non Cash Investing and Financing Activities: During the Three Months Ended March 31, 2003 and March 31, 2002 --------------------------------------------------------------- In February 2003, additionally 23,334 shares of common stock were issued to consultant a settlement of the civil suit. The related cost of these shares was accrued at December 31, 2002. The following transaction occurred in 2002: ------------------------------------------- In February 2002, options to purchase 8,352 shares of common stock were issued and exercised by the then CEO of the Company at the exercise price of $1.50 per share. The proceeds totaling $12,528 were offset against the amount due to affiliates and $87,693 was recorded as non cash employee compensation. See Accompanying Notes Page 12 of 18 FUELNATION INC. (A Development Stage Company) March 31, 2003 (Unaudited) Note 1. Basis of Presentation The accompanying unaudited financial statements of FuelNation Inc. (the "Company") have been prepared in accordance with Regulation S-B promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for such interim period are not necessarily indicative of results of operations for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Annual Report on Form 10-KSB for the year ended December 31, 2002. Note 2. Significant Accounting Policies The accounting policies followed by the Company are set forth in Note 2 to the Company's financial statements in the December 31, 2002 Form 10-KSB. Note 3. Basic and Diluted Loss Per Share Basic loss per share reflects the amount of loss for the period attributable to each share of common stock outstanding during the reporting period. Diluted loss per share reflects basic loss per share, while giving effect to all dilutive potential common shares that were outstanding during the period, such as common shares that could result from the potential exercise or conversion of securities into common stock. The computation of diluted loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on loss per share (i.e. reducing loss per share). The dilutive effect, if any, of outstanding options and warrants and their equivalents would be reflected in dilutive earnings per share by the application of the treasury stock method which recognizes the use of proceeds that could be obtained upon the exercise of operations and warrants in computing diluted earnings per share. It assumes that any proceeds would be used to purchase common stock at the average market price of the common stock during the period. For the three months ended March 31, 2003 and 2002, all of the Company's potential common shares were anti-dilutive and a dual presentation of loss per share is not required. Note 4. Advances - Related Parties The Company has borrowed monies from related parties to fund operations. During the three months ended March 31, 2003 the Company borrowed approximately $17,173 from the former Chairman of the Board/Chief Executive ["CEO"] . At March 31, 2003 the balance owed to affiliates was $138,505 . Currently, there are no interest or repayment terms for the debt and it is treated as if due on demand. Page 13 of 18 FUELNATION INC. (A Development Stage Company) March 31, 2003 (Unaudited) Note 6. New Authoritative Accounting Pronouncements On April 30, 2002, the Financial Accounting Standards Board ("FASB") issued Statement No 145, Rescission of FASB Statement No. 4, 44, and 64,Amendment of FASB Statement No. 13, and Technical Corrections. Statement 145rescinds Statement 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Opinion 30 will now be used to classify those gains and losses. Statement 64 amended Statement 4, and is no longer necessary because Statement 4 has been rescinded. Statement 145 amends Statement 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. This amendment is consistent with the FASB's goal of requiring similar accounting treatment for transactions that have similar economic effects. This Statement also makes technical corrections to existing pronouncements. While those corrections are not substantive in nature, in some instances they may change accounting practice. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"), which addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities, and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company expects to adopt SFAS 146, effective January 1, 2003. In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions" ("SFAS 147"). SFAS 147 provides guidance on the accounting for the acquisition of a financial institution. SFAS 147 applies to all financial institution acquisitions except those between two or more mutual enterprises. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"). SFAS 148 amends SFAS no. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal periods beginning after December 15, 2002. In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," which clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created prior to January 31, 2003, the provisions of FIN 46 are applicable no later than July 1, 2003. The Company adopted the above pronouncements effective January 1, 2003, except for FIN 46 which was adopted February 1, 2003. With the exception of FIN 46, which may have an impact on future financial statements, the adoption of the new Statements did not have a significant impact on the Company's financial statements. Page 14 of 18 FUELNATION INC. (A Development Stage Company) March 31, 2003 (Unaudited) Note 7. Stock-Based Compensation The Company accounts for stock-based employee compensation under the measurement principles of APB Opinion No. 25 " Accounting for Stock Issued to Employees" and related interpretations. The following table illustrate the effect on Net Income and Earnings (Loss) per share if the Company had applied the fair value recognition provisions of FASB Statement No 123 to stock-based employee compensation: Three Months Ended March 31, -------------------------- 2003 2002 ----------- ----------- Net Loss, as reported $ (225,630) $ (431,745) Add: Stock-based employee compensation expense as reported -- 87,693 Deduct: Stock-based employee compensation expense determined under the fair value based method -- (88,554) ----------- ----------- Pro- Forma Net Loss $ (225,630) $ (432,606) ----------- ----------- Basic and Diluted Loss per Share: As Reported $ (.10) $ (.36) Pro Forma $ (.10) $ (.36) Note 8. Subsequent Events In April 2003, FuelNation Travel Center, LLC ("FNTC"), a special purpose corporation, entered into a Commitment Letter pursuant to which a funding entity agreed to provide FNTC with a funding facility of up to $100 million through a two-year construction loan, which will then convert to a term loan. Funds will be made available by the funding entity through a special purpose entity that will be selling taxable bonds that will fund this project as well as unrelated projects. The funds will be available to FNTC based upon an agreed upon construction schedule and draw schedule. The interest rate on the loan will be based on the interest rate on the bond offering. The term loan will be amortized over 25 years and be due in 15 years. An affiliate of the funding entity will be issued a 20% interest in FNTC. The loans will be secured by a first lien on the project ,a pledge of the equity interests in FNTC and other related collateral. FNTC has paid an application fee of $100,000, commitment fee, legal fees and financial consulting fees of $270,000 and a loan fee of 4% or $4 million in the form of a letter of credit, which has been guaranteed by a third party. FNTC is also responsible to pay additional legal fees of $50,000 upon signing loan documents of the lender and financial advisory fees at closing. The manager and 100% owner of FNTC is William Schlecht, who is also a director of the Company. In January 2003, Mr. Schlecht entered into an agreement with the Company pursuant to which he agreed to assign his membership interests in FNTC and remain as manager of FNTC until completion of the funding, in exchange for the issuance of 100,000 shares of FuelNation common stock. The Company is not required to provide any guarantees or other financial assurances to the funding entity. In April 2003 the former CEO and board members made arrangements to have a standby letter of credit issued by a bank in the amount of $500,000 to secure a loan in the amount of $320,000 with 5% interest and to guarantee performance and payment of a consulting agreement in the amount of $150,000, both obligations are due in 6 months. The loans have been secured by stock owned by the affiliates and guarantees by the affiliates. The Company is currently negotiating to have an additional standby letter of credit issued for another $500,000 to secure additional loans to assist the Company in completing the secured taxable note offering. Page 15 of 18 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FUELNATION, INC. (Registrant) Dated: June 3 , 2003 By: /s/ CHARLES BRODZKI ---------------------------- Charles Brodzki, President Page 16 of 18 I, Charles Brodzki, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of FuelNation, 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 officers 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 we 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 officers 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 function): 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 officers 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: June 3, 2003 /s/ CHARLES BRODZKI ----------------------------------------- Charles Brodzki Chief Executive Officer and Acting Chief Financial Officer Page 17 of 18