Management Statement Concerning Annual Report
Although we are not an SEC registrant, we
have elected to comply voluntarily with section
302 of the Sarbanes-Oxley Act of 2002.
This legislation identifies management's responsibilities over its financial statements and
requires management to certify as to the integrity
of the financial statements and the effectiveness
of internal controls. Our statement to that effect
is presented below.
1. We have reviewed the Annual Report ("the
Report") of the Company for the period ending
December 31, 2003.
2. Based on our knowledge, the 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
the Report.
3. Based on our knowledge, the financial statements and other financial information included in
the Report fairly present in all material respects
the financial condition, results of operations and
cash flows of the Company as of and for the years
ended December 31, 2003 and 2002.
4. We are responsible for establishing and maintaining internal controls and procedures for
financial reporting purposes for the Company and
we have:
- designed such internal controls and procedures for financial reporting purposes, or
caused such controls to be designed under our
supervision to ensure that material information
relating to the Company is made known to us
by others within the organization, particularly during the period in which the Report is
being prepared;
- evaluated the effectiveness of the Company's internal controls and procedures for financial reporting purposes as of December 31,
2003 and 2002; and
- concluded that the internal controls and
procedures for financial reporting purposes are
effective based on our evaluation as of
December 31, 2003 and 2002.
5. We have disclosed, based on our most recent
evaluation, to the Company's independent auditors and the Audit Committee of the Board of
Directors:
- all significant deficiencies and material
weaknesses in the design or operation of
internal controls that could adversely affect
the Company's ability to record, process, summarize and report financial data (there were
none); and
- any fraud, whether or not material, that
involves management or other employees who
have a significant role in internal controls.
6. There have been no significant changes in
internal controls or in other factors that could
significantly affect internal controls subsequent
to December 31, 2003, including any corrective
actions with regard to significant deficiencies
and material weaknesses.
SY STERNBERG
Chairman of the Board
and Chief Executive Officer
April 5, 2004
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MICHAEL E. SPROULE
Executive Vice President
and Chief Financial Officer
April 5, 2004
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