UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 333-61714
ASSURE ENERGY, INC.
-------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-4125563
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2750-140 4th Avenue S.W., Calgary, Alberta, Canada T2P 3N3
-------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
(403) 266-2787
------------------------------------------------
(Issuer's telephone number, including area code)
N/A
----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed since Last Report)
Check whether the issuer (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, 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:
16,433,000 shares as at August 11, 2003
Transitional Small Business Disclosure Format (check one). Yes | | No |X|
ASSURE ENERGY, INC.
JUNE 30, 2003 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Page Number
Special Note Regarding Forward Looking Statements ...................3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ................................................4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations....................11
Item 3 Controls and Procedures.............................................12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ..................................................12
Item 2. Changes in Securities and Use of Proceeds...........................13
Item 6. Exhibits and Reports on Form 8-K....................................14
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2003, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements.
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page
----
Consolidated Balance Sheet as at June 30, 2003 (unaudited)...............5
Consolidated Statements of Operations for the three and
six month periods ended June 30, 2003 and 2002 (unaudited).............6
Consolidated Statements of Cash Flows for the six month
periods ended June 30, 2003 and 2002 (unaudited).......................7
Notes to Consolidated Financial Statements (unaudited)...................8
4
ASSURE ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
(Unaudited)
ASSETS
Current Assets:
Cash $ 7,996,544
Accounts receivable and other current assets 1,830,535
------------
Total current assets 9,827,079
Available-for-sale securities 138,108
Restricted cash 64,267
Property and equipment, net of accumulated depreciation
and depletion of $2,029,370 4,951,951
------------
$ 14,981,405
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long term debt $ 79,200
Accounts payable and accrued expenses 613,306
Accrued interest payable 210,000
Income tax payable 76,957
------------
Total current liabilities 979,463
Long term debt net of current portion 5,191,139
Obligation for site restoration 83,580
Deferred income tax payable 69,611
------------
6,323,793
------------
Stockholders' Equity:
Preferred stock: 4,977,250 shares authorized
Series A; stated value $100, 5% cumulative dividend; 17,500 shares
authorized, issued and outstanding 1,750,000
Series B; stated value $100, 5% cumulative dividend, 5,250 shares
authorized, issued and outstanding 525,000
Common stock; $.001 par value, 100,000,000 shares authorized,
16,433,000 shares issued and outstanding 16,433
Additional paid in capital 6,635,292
Accumulated other comprehensive income 1,506,744
Accumulated deficit (1,775,857)
------------
Total stockholders' equity 8,657,612
------------
$ 14,981,405
============
See Notes to Consolidated Financial Statements.
5
ASSURE ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- ----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenue:
Oil and gas production $ 1,932,192 $ 297,206 $ 858,050 $ 297,206
Other 26,179 7,392 26,179 7,306
------------ ------------ ------------ ------------
Total revenue 1,958,371 304,598 884,229 304,512
------------ ------------ ------------ ------------
Total royalties expense:
Crown royalties 267,811 49,225 133,458 49,225
Freehold royalties 73,474 22,576 30,768 22,576
Gross overriding royalties 59,711 - 39,702 -
------------ ------------ ------------ ------------
Total royalties expense 400,996 71,801 203,928 71,801
------------ ------------ ------------ ------------
Net oil and gas revenue 1,557,375 232,797 680,301 232,711
------------ ------------ ------------ ------------
Expenses:
General and administrative 559,667 148,103 311,880 42,520
Operating 377,010 82,327 226,064 82,327
Interest 393,791 22,082 211,165 22,082
Depletion and site restoration 1,087,124 88,650 507,423 88,650
------------ ------------ ------------ ------------
Total expenses 2,417,592 341,162 1,256,532 235,579
------------ ------------ ------------ ------------
Loss before provision for income taxes (860,217) (108,365) (576,231) (2,868)
------------ ------------ ------------ ------------
Provision (benefit) for income taxes 54,488 - (42,100) -
------------ ------------ ------------ ------------
Net Loss (914,705) (108,365) (534,131) (2,868)
Other comprehensive income (loss),
net of taxes:
Foreign translation gain (loss) 1,434,045 (120,490) 1,005,387 (120,490)
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 519,340 $ (228,855) $ 471,256 $ (123,358)
============ ============ ============ ============
Basic loss per common share $ (0.06) $ * $ (0.03) $ *
============ ============ ============ ============
Basic weighted average common shares
outstanding 16,096,983 33,649,757 16,433,000 35,947,978
============ ============ ============ ============
* Amount is less than $.01
See Notes to Consolidated Financial Statements.
6
ASSURE ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(Unaudited)
2003 2002
----------- -----------
Cash flows from operating activities:
Net loss $ (914,705) $ (108,365)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and depletion 1,066,682 75,063
Allowance for site restoration 40,667 13,587
Warrants issued for interest 181,260 -
Options and warrants issued for services 127,500 -
Deferred income taxes 41,455 -
Change in operating assets and liabilities:
Accounts receivable and other current assets (622,565) (58,230)
Other assets - 3,000
Accounts payable and accrued expenses (414,195) (119,756)
Accrued interest payable 210,000 -
Income tax payable 76,957 -
----------- -----------
Net cash used in operating activities (206,944) (194,701)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (1,337,047) (101,913)
Restricted cash (9,374) -
Purchase of available-for-sale securities (138,108) -
Acquisition of business - (1,838,620)
----------- -----------
Net cash used in investing activities (1,484,529) (1,940,533)
----------- -----------
Cash flows from financing activities:
Proceeds from long term debt 4,500,000 1,350,000
Proceeds from the sale of units 2,400,750 -
Proceeds from sale of common stock - 1,750,000
Proceeds from sale Series A Preferred Stock - 500,000
----------- -----------
Net cash provided by financing activities 6,900,750 3,600,000
----------- -----------
Effect of exchange rate changes on cash 1,570,513 47,182
----------- -----------
Increase (decrease) in cash 6,779,790 1,511,948
Cash, beginning of period 1,216,754 17,289
----------- -----------
Cash, end of period $ 7,996,544 $ 1,529,237
=========== ===========
Supplemental disclosure of non-cash financing activities:
Conversion of debt to Series A Preferred Stock $ - $ 1,250,000
=========== ===========
Common stock issued for acquisition $ - $ 2,108,421
=========== ===========
Options and warrants issued for services $ 127,500 $ -
=========== ===========
See Notes to Consolidated Financial Statements.
7
ASSURE ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
Note 1 - Nature of Business
Assure Energy, Inc. (the "Company") was incorporated in the State of
Delaware on August 11, 1999. The Company, through its wholly owned Canadian
subsidiaries Assure Oil & Gas Corp. and Westerra 2000, Inc., is engaged in
the exploration, development and production of oil and natural gas
properties in the Canadian providences of Alberta and Saskatchewan.
Note 2 - Basis of Presentation
The accompanying unaudited consolidated financial statements and related
footnotes have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
statements and pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. For further information read the financial statements
and footnotes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002. The results of operations for
the six-months ended June 30, 2003 are not necessarily indicative of the
operating results that may be expected for the year ending December 31,
2003.
The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
Note 3 - Summary of Significant Accounting Policies
Stock based compensation
Effective January 1, 2003, the Company adopted the fair value of accounting
for stock based based compensation following the provisions of Statement of
Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure" an amendment of SFAS No. 123.
Six Months
Ended
June 30, 2003
-------------
Net loss (as reported) $ (914,705)
Deduct: Total stock based compensation expense determined
under the fair value based method for all awards granted,
modified or settled during the period, net of related taxes -
----------
Pro forma net loss $ (914,705)
==========
Basic, as reported $ (0.06)
==========
Basic, pro forma $ (0.06)
==========
8
ASSURE ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
Note 3 - Summary of Significant Accounting Policies - continued
Investments in Marketable Securities
The Company's investments in marketable equity securities have been
classified as available-for-sale. Accordingly, they are carried at fair
value, with unrealized gains and losses, net of related tax effects,
reported as a separate component of stockholders' equity and accummulated
other comprehensive income (loss). At June 30, 2003 the unrealized loss was
not material.
Use of estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
Recent accounting pronouncements
In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149 (SFAS 149), "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities." This statement amends SFAS 133 to provide
clarification on the financial accounting and reporting of derivative
instruments and hedging activities and requires contracts with similar
characteristics to be accounted for on a comparable basis. The Company is
in the process of assessing the effect of SFAS 149 and does not expect the
adoption of the statement, which will be effective for contracts entered
into or modified after June 30, 2003, to have a material effect on its
financial position or results of operations.
In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150 (SFAS 150), "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity." SFAS 150 establishes
standards on the classification and measurement of financial instruments
with characteristics of both liabilities and equity. SFAS 150 will become
effective for financial instruments entered into or modified after May 31,
2003. The adoption of SFAS 150 has not had a material effect on the
Company's financial position or results of operations.
In November 2002, the FASB issued Emerging Issues Task Force (EITF) Issue
No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF 00-21
addresses certain aspects of the accounting by a company for arrangements
under which it will perform multiple revenue-generating activities. EITF
00-21 addresses when and how an arrangement involving multiple deliverables
should be divided into separate units of accounting. EITF 00-21 provides
guidance with respect to the effect of certain customer rights due to
company nonperformance on the recognition of revenue allocated to delivered
units of accounting. EITF 00-21 also addresses the impact on the
measurement and/or allocation of arrangement consideration of customer
cancellation provisions and consideration that varies as a result of future
actions of the customer or the company. Finally, EITF 00-21 provides
guidance with respect to the recognition of the cost of certain
deliverables that are excluded from the revenue accounting arrangement. The
provisions of EITF 00-21 will apply to revenue arrangements entered into in
fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21
has not had a material effect on its financial position or results of
operations.
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material
effect on the accompanying consolidated financial statements.
9
ASSURE ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
Note 4 - Subsequent event
On July 28, 2003 the Company acquired 6,267,500 shares of Quarry Oil & Gas Ltd.
("Quarry") pursuant to an agreement dated March 6, 2003, involving the
acquisition of an aggregate of 6,750,000 shares of Quarry common stock. As of
August 8, 2003 the Company acquired an additional 438,000 shares of Quarry. The
Company is presently awaiting receipt of another 44,500 shares. These 6,750,000
shares together with 169,900 shares previously purchased by the Company
represent approximately 48.5% of the outstanding common shares of Quarry. The
aggregate purchase price for the 6,750,000 Quarry shares acquired pursuant to
the March 6, 2003 agreement was approximately $6,400,000 which was paid in cash.
Quarry is an oil and natural gas exploration and development company located in
Calgary, Canada with properties in Alberta and British Columbia
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
For the three-month periods ended June 30, 2003 and June 30, 2002, we had
total revenue of $884,229 and $304,512, respectively. For the six-month periods
ended June 30, 2003 and June 30, 2002, we had total revenue of $1,958,371 and
$304,598 respectively. The increase in total revenue for the six month period
ended June 30, 2003 as compared to the six month period ended June 30, 2002 was
due in part to the fact that our subsidiaries, Assure Oil & Gas Corp. and
Westerra 2000 Ltd. were acquired effective April 1, 2002. Accordingly, only
three months of operations were included in the six month period ended June 30,
2002. Other factors giving rise to the revenue increases during the three and
six month periods ended June 30, 2003 include significant increases in the
prices of oil and natural gas in 2003 and the relative strength of the Canadian
dollar since December 2002. Our total expenses for the three-month periods ended
June 30, 2003 and June 30, 2002 was $1,256,532 and $235,579, respectively. Our
total expenses were $2,417,592 for the six-month period ended June 30, 2003 and
$341,162 for the six-month period ended June 30, 2002. The increase in total
expenses for the three and six month periods ended June 30, 2003 as compared to
the three and six month periods ended June 30, 2002 were due to increased costs
associated with our expanded operations including increases in general and
administration expenses, operating expenses, interest expenses and depletion and
site restoration. For the three-months ended June 30, 2003 and June 30, 2002, we
had a net loss of $534,131 or $.03 per share and $2,868, or less than $.01 per
share, respectively. For the six-months ended June 30, 2003, we had a net loss
of $914,705 or $.06 per share as compared to a loss of $108,365 or less than
$.01 per share, for the six-months ended June 30, 2002. The Company attributes
the losses for the three and six month periods ended June 30, 2003, in part, to
higher than anticipated depletion and site restoration expenses. During the
three month period ended June 30, 2003, the Company incurred non-recurring
professional fees related to the acquisition of Quarry Oil & Gas Ltd.
LIQUIDITY AND CAPITAL RESOURCES
We have incurred losses since the inception of our business as an oil and
gas exploration and development company. Since that time, we have been dependent
on acquisitions and funding from private lenders and investors to conduct
operations. As of June 30, 2003 we had an accumulated deficit of $1,775,857. As
of June 30, 2003, we had total current assets of $9,827,079 and total current
liabilities of $979,463 or working capital of $8,847,616.
We will continue to evaluate possible acquisitions of or investments in
businesses and properties that are complimentary to ours. These may require the
use of cash, which could require us to seek additional financing. We may sell
equity or debt securities or seek credit facilities to fund acquisition-related
or other business costs. Sales of equity or convertible debt securities would
result in additional dilution to our stockholders. We may also need to raise
additional funds in order to support more rapid expansion, respond to
competitive pressures, or take advantage of unanticipated opportunities. Our
future liquidity and capital requirements will depend upon numerous factors,
including the success of our existing exploration and development activities.
11
ITEM 3. CONTROLS AND PROCEDURES
Our principal executive and financial officer evaluated the effectiveness
of our disclosure controls and procedures as of a date within 90 days prior to
the filing of this report. Based on this evaluation, our principal executive and
financial officer concluded that our controls and procedures are effective in
providing reasonable assurance that the information required to be disclosed in
this report is accurate and complete and has been recorded, processed,
summarized and reported within the time period required for the filing of this
report. Subsequent to the date of this evaluation, there have not been any
significant changes in our internal controls or, to our knowledge, in other
factors that could significantly affect our internal controls.
Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934,
as added by Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible
for listing the non-audit services approved by our Board of Directors to be
performed by Rogoff & Company, P.C., our external auditor. Non-audit services
are defined as services other than those provided in connection with an audit or
a review of our financial statements. Our Board of Directors currently has not
approved the engagement of Rogoff & Company, P.C. to perform any non-audit
services in 2003, except for income tax preparation.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 19, 2003 Gary Freitag, Garth R. Keyte and Evan Stephens filed a
Statement of Claim against Assure Oil & Gas Corp. in the Court of Queen's Bench
of Alberta, Canada Judicial District of Calgary seeking judgment in the sum of
CDN$350,0000 (approximately US $221,000) together with interest thereon at the
rate of 6% per annum from January 15, 2003. The action relates to CDN$350,000
that was placed in trust as part of the May 30,2002 Share Purchase Agreement
between Assure Oil & Gas Corp. and the three shareholders of Westerra 2000 Inc.
Plaintiffs claim the money should have been released to them on or about January
15, 2003, the date of resolution of certain title deficiencies that existed at
the time the Share Purchase Agreement was executed. We filed a Statement of
Defense and Counterclaim based upon our assertion that certain of the Westerra
2000 Inc. wells that had been purchased in consideration of a report that
indicated they were proven or producing wells were and are in fact non-producing
and that the shareholders had represented that the wells could be brought to
production at any time. We further asserted that since the wells are not on
production the holdback has been forfeited and is not payable. On May 27, 2003,
12
Messrs. Freitag, Keyte, and Stephens filed a Reply and Statement of Defense to
Counterclaim alleging that the payment of the CDN $350,000 to them was
unconditional and that no representations or warranties had been made that any
of Westerra 2000 Inc. wells were proven or producing. While we disagree with
these statements made in the Reply and Statement of Defense to Counterclaim, and
we continue to believe our position has merit we can offer no assurance as to
the outcome of this matter.
On July 3, 2003, Assure Oil and Gas Corp. and Westerra 2000 Inc.,
hereinafter referred to as the plaintiffs, filed a Statement of Claim in the
Court of Queen's Bench of Alberta, Judicial District of Calgary (Action No.:
0301-10499) naming Lloyd Venture 1 Inc., 970313 Alberta Ltd. and Roswell
Petroleum Corporation as defendants. The action relates to a May 2002 Farmout
and Option Agreement in which Assure Oil & Gas Corp. and Nevarro Energy Ltd.
were given the ability to earn an interest in certain oil and gas interests of
the defendants. Effective November 8, 2002, Nevarro Energy Ltd. assigned its
interests under the Farmout and Option Agreement to Westerra 2000 Inc. The
plaintiffs claim that all of the requirements to earn an interest in the
properties was satisfied and that they became entitled to drill certain option
wells, subject to the terms of the Farmout and Option Agreement. Consequently,
two option wells were drilled and the plaintiffs also earned an interest in some
of the farmout lands. On January 29, 2003, plaintiffs provided notice to
defendants to drill additional option wells. On or about February 24, 2003,
defendants advised plaintiffs that the notice was invalid, that they were not to
occupy any further farmout lands or commence any further drilling on the farmout
lands, and that the Farmout and Option Agreement was terminated. The action
seeks an order declaring that the plaintiffs have properly exercised their
rights to drill the option wells in accordance with the Farmout and Option
Agreement, an order for specific performance, and a declaration that the
plaintiffs are entitled to exercise the remainder of their rights under the
Farmout and Option Agreement to elect to drill further option wells and to earn
a working interest in the specifically identified farmout lands. While we
believe the plaintiffs claims have merit, we can offer no assurance as to the
outcome of this matter.
No other legal proceedings are pending to which we or any of our property
is subject, nor to our knowledge are any such proceedings threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In April 2003 we issued 100,000 warrants to 1 person for consulting
services, each exercisable upon issuance to purchase one share of our common
stock at a price of $3.00 per share during a five year exercise period. The
issuance was made in reliance or the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended.
Effective September 23, 2002 we entered into a Consulting Agreement with
Primoris Group, Inc., ("Primoris") an Ontario corporation pursuant to which
Primoris provided us with corporate media and investor relations services. The
agreement had a 61 week term which was scheduled to expire on November 30, 2003
unless mutually extended. Under the agreement, we agreed to pay Primoris $5,500
per month. Further, effective October 1, 2002, we issued to Primoris an option
to purchase 200,000 shares of our restricted common stock for a period of 2
years from issuance at a price of $2.75 per share. The agreement was mutually
terminated effective April 28, 2003, at which time Primoris returned to us all
sums previously advanced to it by us for services not yet delivered, and the
options were cancelled.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99.1 Certificate of Chief Executive and Financial Officer
(b) Reports on Form 8-K.
None.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ASSURE ENERGY, INC.
Dated: August 13, 2003 By: /s/ Harvey Lalach
-------------------------------------
Harvey Lalach
President and Chief Executive Officer
15
CERTIFICATIONS
I, Harvey Lalach, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Assure Energy, 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) for the
registrant and have;
(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me 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 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
(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the period covered by the
Quarterly 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 (or persons performing the equivalent
functions):
(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
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.
Date: August 13, 2003 /s/ Harvey Lalach
----------------------------------
Name: Harvey Lalach
Title: Principal Executive and
Financial Officer
16