U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
(Mark One)
[ X ] Quarterly report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended: September 30, 2003
[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from__________________ to
______________________.
Commission File No: 33-9640-LA
LOGISTICS MANAGEMENT RESOURCES, INC.
(Name of small business in its charter)
Colorado 68-0133692
(State or other jurisdiction of incorporation) (IRS Employer Id. No.)
10602 Timberwood Circle, Suite 9
Louisville, KY 40223
(Address of Principal Office including Zip Code)
Issuer's telephone Number: (502) 339-4000
Indicate by check mark 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 ( )
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, no par value, 52,285,438 shares at September 30, 2003
Transitional Small Business Disclosure Format (Check one): Yes [ ] NO [ X ].
LOGISTICS MANAGEMENT RESOURCES, INC.
FORM 10-QSB - QUARTER ENDED SEPTEMBER 30, 2003
INDEX
Page
PART I FINANCIAL INFORMATION..................................................
Item 1 Financial Statements..................................................
Balance Sheets at September 30, 2003 and December 31, 2002............
Statements of Operations for the Nine Months and Three Months
Ended September 30, 2003 and September 30, 2002....................
Statement of Stockholders' Equity (Impairment) for the Period
January 1, 2002 through September 30, 2003.........................
Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and September 30, 2002..........................
Notes to the Financial Statements.....................................
Item 2. Management's Discussion and Analysis...................................
Item 3. Controls and Procedures ...............................................
PART II OTHER INFORMATION......................................................
Item 1. Legal Proceedings......................................................
Item 6. Exhibits and Reports on Form 8-K.......................................
SIGNATURES....................................................
EXHIBITS......................................................
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited balance sheet of the Registrant as of September 30, 2003, the
audited balance sheet at December 31, 2002, and the unaudited statements of
operations for the nine month and three month periods ended September 30, 2003
and September 30, 2002 follow. The unaudited financial statements reflect all
adjustments that are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
LOGISTICS MANAGEMENT RESOURCES, INC.
BALANCE SHEETS
September 30, December 31,
2003 2002
[unaudited]
------------ -----------
Assets
Equipment $ 3,457 $ 5,367
-------- --------
Total Assets $ 3,457 $ 5,367
======== ========
Liabilities and Stockholders'
Equity (Impairment)
Current Liabilities
Accrued expenses $ 64,436 $ 63,908
Accrued interest 5,609,010 5,609,010
Due to related parties 2,899,738 2,589,615
Loans payable 2,544,000 2,544,000
Convertible debentures 5,198,460 5,198,460
Net liabilities of discontinued
operations 4,590,888 4,601,504
---------- ----------
Total Current Liabilities 20,906,532 20,606,497
---------- ----------
Commitments and contingencies
Stockholders' Equity (Impairment)
Preferred stock, no par value;
(10,000,000 shares authorized)
Series A (999,000 shares outstanding) 762 762
Series B (2,000 shares outstanding) 2,000,000 2,000,000
Series C (450,000 shares outstanding) 135,000 135,000
Series D (950 shares outstanding) 950,000 950,000
Series E (2,300 shares outstanding) 2,300,000 2,300,000
Common stock, no par value; 75,000,000
shares authorized, -- --
52,285,438 shares issued and outstanding
Additional paid-in capital 14,592,571 14,592,571
Accumulated (deficit) (40,881,408) (40,579,463)
----------- -----------
Total Stockholders'
Equity (Impairment) (20,903,075) (20,601,130)
----------- -----------
Total Liabilities and
Stockholders' Equity (Impairment) $ 3,457 $ 5,367
=========== ===========
See notes to financial statements.
LOGISTICS MANAGEMENT RESOURCES, INC.
STATEMENTS OF OPERATIONS
[Unaudited]
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2003 2002 2003
Net Revenue $ -- $ -- $ -- $ --
Operating Expenses:
Depreciation and
amortization 1,910 1,329 637 443
Interest expense 82,831 612,335 28,425 --
Administrative expenses 217,204 9,160 63,991 --
------- --------- ------ ----------
Total operating
expenses 301,945 622,824 93,053 443
------- --------- ------ ----------
Operating loss (301,945) (622,824) (93,053) (443)
Gain on discontinued
operations, net of tax
benefit of $ -0- -- 10,724,364 -- 10,667,687
-------- ----------- ------- ----------
Net income (loss) $ (301,945) $ 10,101,540 $(93,053) $10,667,244
======== =========== ======= ==========
Net income (loss) per
common share - basic and
fully-diluted $ (0.01) $ 0.23 $ (0.00) $ 0.25
==== ==== ==== ====
Weighted average number
of common shares
outstanding 52,285,438 43,250,465 52,285,438 43,250,465
========== ========== ========== ==========
See notes to financial statements.
LOGISTICS MANAGEMENT RESOURCES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (IMPAIRMENT)
Preferred Preferred Preferred
Stock Stock Stock
Series A Series B Series C
Shs Amt Shs Amt Shs Amt
Balance,
January 1, 2002 999,000 $ 762 2,000 $2,000,000 450,000 $135,000
Net income - - - - - -
---------------------------------------------------------
Balance,
December 31, 2002 999,000 $ 762 2,000 $2,000,000 $450,000 $135,000
[2003 unaudited]
Net loss - - - - - -
---------------------------------------------------------
Balance,
September 30, 2003 999,000 $762 2,000 $2,000,000 $450,000 $135,000
========================================================
(continued)
Preferred Preferred
Stock Stock
Series D Series E Common Stock
Shs Amt Shs Amt Shs Amt
Balance,
January 1, 2002 950 $950,000 2,300 $2,300,000 52,285,438 $ -
Net income - - - - - -
---------------------------------------------------------
Balance,
December 31, 2002 950 $950,000 2,300 $2,300,000 52,285,438 -
[2003 unaudited]
Net loss - - - - - -
---------------------------------------------------------
Balance,
September 30, 2003 950 $950,000 2,300 $2,300,000 52,285,438 $ -
=========================================================
See notes to the financial statements.
(continued)
Additional Retained Stockholders'
Paid In Earnings Equity
Capital (Deficit) (Impairment)
Balance,
January 1, 2002 $14,592,571 $(50,749,951) $(30,771,618)
Net income - 10,170,488 10,170,488
---------------------------------------------------------
Balance,
December 31, 2002 $14,592,571 $(40,579,463) $(20,601,130)
[2003 unaudited]
Net loss - ( 301,945) ( 301,945)
---------------------------------------------------------
Balance,
September 30, 2003 $14,592,571 $(40,881,408) $(20,903,075)
=========================================================
LOGISTICS MANAGEMENT RESOURCES, INC.
STATEMENTS OF CASH FLOWS
[Unaudited]
Nine Months Ended September 30,
2003 2002
Cash flows from operating activities
Net income (loss) $(301,945) $10,101,540
Adjustments to reconcile net
loss to net cash used
by operating activities 1,910 1,329
Depreciation and amortization expense
Increase (decrease) in Liabilities
Accrued expenses 528 (179,103)
Accrued interest 82,831 612,335
(10,616) (11,500,000)
------- -----------
Net liabilities of
discontinued operations (227,292) ( 963,899)
------- -----------
Cash flows from financing activities
Net proceeds from related parties 227,292 988,914
Reduction of loans payable - (25,015)
------- -----------
Net cash provided by financing activities 227,292 963,899
------- -----------
Net change in cash -- --
Cash at beginning of period -- --
------- -----------
Cash at end of period $ -- $ --
======= ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued interest reclassified to
Convertible Note due to related parties $ 82,831 $ --
======= ==========
See notes to financial statements.
LOGISTICS MANAGEMENT RESOURCES, INC.
NOTES TO THE FINANCIAL STATEMENTS
Note 1 - Basis of presentation
The interim financial statements included herein are presented in accordance
with United States generally accepted accounting principles and have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Registrant believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. The Registrant's operating
results for the nine months and three months ended September 30, 2003, and 2002
are not necessarily indicative of the results that may be or were expected for
the years ended December 31, 2003, and 2002. It is suggested that these interim
financial statements be read in conjunction with the audited financial
statements and notes thereto of the Registrant included in its Form 10-KSB for
the period ended December 31, 2002.
Since November 2000, principally as a result of the Registrant's inability to
continue the operations of its failing freight transportation service, the
Registrant has not had any revenue from operations. During this period, the
Registrant has been primarily involved in resolving the affairs of its creditors
and other investors. In connection with the Registrant's settlement with GE
Credit Corp. in September 2002, the Registrant formally disposed of its
remaining interest in its former transportation unit, freeing the Registrant to
consider searching for a profitable, privately-owned company with which to seek
a business combination. Accordingly, and despite the fact that management does
not consider the Registrant to be a development stage company, it is possible
that the Registrant could be considered to be a blank check company. As defined
in Section 7(b) (3) of the Securities Act of 1933, as amended, a "blank check"
company is one that has no specific business plan or purpose or has indicated
that its business plan is to engage in a merger or an acquisition with an
unidentified company or companies and is issuing "penny stock" securities as
defined in Rule 3(a) (51) of the Securities Exchange Act of 1934, as amended, in
that connection. The Securities and Exchange Commission and many states have
enacted statutes, rules and regulations limiting the sale of securities of blank
check companies.
Note 2 - Redirection of the Registrant's Activities
By virtue of the conversion rights granted in a September 27, 2002, agreement
with Brentwood Capital Corp., a privately owned New York merchant banking
corporation ("Brentwood"), as amended on March 31, 2003, Brentwood became a
principal (17.5%) stockholder of the Registrant. Similarly, Midwest Merger
Management, LLC, a Kentucky limited liability company engaged in the business of
identifying, acquiring and financing business operations for more than five
years ("MMM"), became a principal (17.5%) stockholder of the Registrant in 2001.
Accordingly, Brentwood and MMM may materially influence and exercise effective
control over the Registrant's affairs, including but not limited to, the
election of directors and the selection and/or approval of any business
combination partner. Although both Brentwood and MMM are actively seeking a new
business operation for the Registrant, no assurances can be given that either of
their plans of redirection can be executed in a timely and seamless manner, or
that any such plan(s) will achieve meaningful success.
Note 3 - Related Party Transactions
During September 2002, and as previously reported in the Registrant's From
10-KSB Annual Report of the fiscal year ended December 31, 2002, the Registrant
consolidated $856,916 previously owed to Brentwood Capital Corp. with an
additional $875,000 into a September 27, 2002, 6%, secured convertible
promissory note in the aggregate principal amount of $1,731,906 (the "Note").
The additional $875,000 was utilized by the Registrant to fund its September 27,
2002, settlement of the GE Capital Corporation litigation. Brentwood Capital
Corp., is a privately owned New York merchant banking corporation that by virtue
of the conversion rights to 183,936,812 shares under the Note, may be deemed to
be a principal stockholder of the Registrant ("Brentwood"). The Note is payable
in 60 equal monthly installments of $33,287 together with 6% interest on the
first day of each month commencing December 2002, through November 2007. The
Convertible Note is secured by all of the Registrant's assets, and all or any
portion of the balance due under the Note may be converted into common shares at
any time prior to October 1, 2007, at $.01 per share.
At March 31, 2003, the Registrant was unable to make any of the scheduled
payments to Brentwood. Accordingly, and pursuant to a written amendment
agreement of even date: (i) the due date of the Note was extended one year to
October 1, 2008; (ii) the commencement of principal payments was deferred to
December 1, 2003; and (iii) Brentwood forgave the Registrant's obligation to pay
interest owed prior to September 27, 2002. The amendment agreement further
provided that: (i) all interest due and owing from September 27, 2002, through
September 27, 2003, shall be due and payable by the Registrant in one lump sum
on October 1, 2003; and (ii) all additional interest shall be due and payable
monthly, in arrears commencing on November 1, 2003. On October 1, 2003, the
Registrant and Brentwood agreed to extend the terms of the above referenced
amendment by an additional six months. Accrued interest applicable to the Note
during the three months ended September 30, 2003, was $28,425.
Note 4 - Per Share Results
The common share equivalents associated with the Registrant's issued and
outstanding convertible notes and Preferred Stock were not included in computing
per share results as their effects were anti-dilutive.
Note 5 - Income Taxes (Benefits)
At December 31, 2002, the Registrant had available approximately $23,000,000 of
net operating loss carry-forwards, which expire between December 31, 2008 and
December 31, 2021, that may be used to reduce future taxable income.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements regarding the
Registrant, its business, prospects and results of operations that are subject
to certain risks and uncertainties posed by many factors and events that could
cause the Registrant's actual business, prospects and results of operations to
differ materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation, the Registrant's ability to resolve the affairs of its
creditors and other investors; or to locate and thereafter negotiate and
consummate a business combination with a profitable privately owned company.
When used in this discussion, words such as "believes," "anticipates,"
"expects," "intends," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. The Registrant undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by us in this report and other reports filed with the SEC that
attempt to advise interested parties of the risks and factors that may affect
the Registrant's business.
Nine Month Periods Ended September 30, 2003 and 2002:
Revenues. - As a direct result of the Registrant's inability to continue its
failing freight transportation services beyond November 2000, the Registrant had
no revenues during either the nine month period ended September 30, 2003 ("9M3")
or the nine month period ended September 30, 2002 ("9M2"). The Registrant
continues working through the restructure of its debt and the mitigation of
outstanding litigation.
Expenses and Income Taxes - General and administrative expenses for 9M3 were
$301,945 compared to $622,824 for 9M2. This decrease is consistent with the
Registrant's strategy of redirecting its focus toward becoming a candidate to
acquire or merge with a profitable, privately-held business operation.
Accordingly, the Registrant's recurring administrative expenses include: (i)
professional fees (legal and accounting) associated with the resolution of the
Registrant's affairs with its former creditors and investors, and the
maintenance of its reporting requirements and good standing, (ii) interest on
its outstanding convertible note due to Brentwood (commencing on October 1,
2003), (iii) other ancillary expenses, and (iv) the payment of minimum franchise
taxes.
Operating Loss - As a result of the foregoing the Registrant experienced a loss
from operations of $301,945 for 9M3 compared to a loss of $622,824 for 9M2.
Gain on Settlement - During 9M2 the Registrant realized a $10,724,364 gain upon
the settlement of certain claims which arose due to its inability to continue
its failing freight transportation services business beyond November 2000. No
similar gains were realized during 9M3.
Net Income (Loss) - Accordingly, the Registrant experienced a net loss of
$301,945 for 9M3 compared to a net income of $10,101,540 for 9M2. When related
to the weighted average number of common shares outstanding during 9M3 and 9M2,
per share results were a net loss of $(0.01) compared to net income of $0.23,
respectively.
Quarters Ended September 30, 2003 and 2002:
Revenue - As a direct result of the Registrant's inability to continue its
failing freight transportation services beyond November 2000, the Registrant had
no revenues during either the third quarter ending September 30, 2003 ("3Q3") or
the third quarter ended September 30, 2002 ("3Q2"). The Registrant continues
working through the restructure of its debt and the mitigation of outstanding
litigation.
Expenses and Income Taxes - General and administrative expenses for 3Q3 were
$93,053 compared to $443 for 3Q2. This increase is consistent with the
Registrant's strategy of redirecting its focus toward becoming a candidate to
acquire or merge with a profitable, privately-held business operation.
Accordingly, the Registrant's recurring administrative expenses include: (i)
professional fees (legal and accounting) associated with the resolution of the
Registrant's affairs with its former creditors and investors, and the
maintenance of its reporting requirements and good standing, (ii) interest on
its outstanding convertible note due to Brentwood (commencing on October 1,
2003), (iii) other ancillary expenses, and (iv) the payment of minimum franchise
taxes.
Operating Loss - As a result of the foregoing the Registrant experienced a loss
from operations of $93,053 for 3Q3 compared to a loss of $443 for 3Q2.
Gain on Settlement - During 3Q2 the Registrant realized a $10,667,687 gain upon
the settlement of certain claims which arose due to its inability to continue
its failing freight transportation services business beyond November 2000. No
similar gains were realized during 3Q3.
Net Income (Loss) - Accordingly, the Registrant experienced a net loss of
$93,053 for 3Q3 compared to a net income of $10,667,244 for 3Q2. When related to
the weighted average number of common shares outstanding during each period, per
share results were a net loss of $(0.00) and net income $0.25, for 3Q3 and 3Q2,
respectively.
Liquidity and Capital Resources.
The Registrant does not have any capital resources. Consistent with the
inability to continue its failing freight transportation services business
beyond November 2000, and its subsequent disposition in connection with
arranging the funding of the GE Credit Corp. settlement in September 2002, the
Registrant's principal activity has been centered in resolving the claims of its
former creditors so it may seek a business combination. In this connection, MMM
and Brentwood have agreed to provide Registrant with reasonable legal,
accounting and administrative resources to resolve its affairs and conduct its
search for a business combination candidate.
Accordingly, the Registrant is entirely dependent upon: (i) MMM providing the
Registrant with certain advisory services in connection with the resolution of
its affairs on favorable terms; (ii) the willingness of Brentwood to provide the
Registrant with certain office and administrative facilities and to fund
virtually all of the Registrant's settlements with its creditors; and (iii) the
Registrant's successfully implementing a business combination with a profitable
operating company. There can be no assurances that Midwest will be successful in
resolving all or substantially all of Registrant's affairs, that Brentwood will
fund any further settlements, or that the combined efforts of Midwest and
Brentwood will lead to a successful business combination.
ITEM 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Registrant maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Registrant files or
submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed within 90 days of the
filing date of this report, the Chief Executive and Chief Financial officers of
the Registrant concluded that the Registrant's disclosure controls and
procedures were adequate.
(b) Changes in Internal Controls
The Registrant made no significant changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief Executive and Chief Financial
officers.
PART II - OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
As previously disclosed in the Registrant's Form 10-QSB Quarterly Report for the
three months ended March 31, 2003, and the Registrant's Form 10-KSB for the
fiscal year ended December 31, 2002, the Registrant is and has been a party to
14 threatened or pending litigation matters. However, and during the three
months ended September 30, 2003, no new litigation matter was initiated, and no
litigation matter was terminated or materially modified.
As previously disclosed in the Registrant's Form 10-QSB Quarterly Report for the
three months ended March 31, 2003, and the Registrant's Form 10-KSB for the
fiscal year ended December 31, 2002, the Registrant has been the subject of a
first quarter 2002 private investigation by the SEC pertaining to the aborted
transaction between the Registrant and Professional Transportation Group, Ltd.,
a publicly held corporation. During the three months ended September 30, 2003,
the Registrant has not received any communication from the SEC concerning this
matter. As previously reported, the Registrant has provided documents and
members of management have given testimony in connection with the SEC's
investigation. Based upon advice of counsel, the Registrant does not believe
that it committed any violations of the Federal securities laws, and intends to
cooperate fully with the SEC and its staff.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
(a) Exhibits:
--------------------------------------------------------------------------------
15 - Report of Independent Accountants dated November 11, 2003.
99.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
99.2 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
(b) Reports on Form 8-K: None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LOGISTICS MANAGEMENT RESOURCES, INC.
Dated: November 12, 2003
By: /s/_Danny L. Pixler
Danny L. Pixler, Chief Executive
and Financial Officer, and Director
Exhibit 15
To the Board of Directors and Stockholders of
Logistics Management Resources, Inc.
We have reviewed the accompanying balance sheet of Logistics Management
Resources, Inc. as of September 30, 2003, and the related statements of
operations, shareholders' equity (impairment), and of cash flows for the nine
months and three months ended September 30, 2003 and 2002. These financial
statements are the responsibility of the Company's management.
We conducted our reviews 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 inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, 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 reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.
As discussed in our report dated March 26, 2003, certain conditions indicate
that the company may be unable to continue as a going-concern. The accompanying
financial statements do not include any adjustments to the financial statements
that might be necessary should the Company be unable to continue as a
going-concern.
/s/ Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
November 11, 2003
EXHIBIT 99.1
LOGISTICS MANAGEMENT RESOURCES, INC.
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Danny L. Pixler, the Registrant's Chief Executive Officer, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Logistics
Management Resources, 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. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
3a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this Quarterly Report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the Registrant's
most recent fiscal quarter (the Registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the Registrant's auditors and the audit committee
of Registrant's board of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
control over financial reporting.
Dated: November 12, 2003
/s/ Danny L. Pixler
Chief Executive Officer
----------------------------------------
I, Danny L. Pixler, the Registrant's Chief Financial Officer, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Logistics
Management Resources, 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. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
3a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this Quarterly Report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the Registrant's
most recent fiscal quarter (the Registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the Registrant's auditors and the audit committee
of Registrant's board of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
control over financial reporting.
Dated: November 12, 2003
/s/ Danny L. Pixler
Chief Financial Officer
EXHIBIT 99.2
Logistics Management Resources, Inc.;
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Edgar Filing.net, Inc. on Form
10-Q for the quarterly period ended September 30, 2003, as filed with the
Securities and Exchange Commission on November 12, 2003 (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with 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 results of operations
of Logistics Management Resources, Inc.
Dated: November 12, 2003
/s/ Danny L. Pixler
Chief Executive Officer
Dated: November 12, 2003
/s/ Danny L. Pixler
Chief Financial Officer
Note: The certification the Registrant furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. Registration
Statements or other documents filed with the Securities and Exchange Commission
shall not incorporate this exhibit by reference, except as otherwise expressly
stated in such filing.