UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Commission file number: 000-49606
Segmentz, Inc.
(Exact name of registrant as specified in its charter)
18302 Highwoods Preserve Parkway, Suite 210
Tampa, FL 33647
(Address of principal executive offices, including zip code)
(813) 989-2232
(Registrant’s telephone number, including area code)
(Mark One)
(X) Quarterly report pursuant to section 13 or 15(d) of the SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from to
Delaware (I.R.S. Employer Identification No.)
(State or other jurisdiction of 75-2928175
incorporation or organization)
Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or forsuch 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the
Exchange Act after the distribution of Securities under a plan confirmed by court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classesof common stock, as of the latest practicable date:
The registrant has 6,502,913 shares of its common stock issued and outstanding as of September 30, 2002.
The registrant has 1,190,667 shares of its preferred stock issued and outstanding as of September 30, 2002.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
Item 1. Financial Statements.
Segmentz, Inc.
Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)
Segmentz, Inc.
Financial Statements
Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)
Financial Statements:
Balance Sheet 1
Statements of Operations 2
Statements of Changes in Stockholder's Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5-8
Segmentz, Inc.
Balance Sheet
September 30, 2002 (Unaudited)
Current assets:
Cash and cash equivalents ; $ 70,974
Accounts receivable, net of allowance of $40,092 1,705,867
Other receivables 169,550
Prepaid expenses and other current assets 157,371
Deferred Tax Asset 65,000
Total current assets 2,168,762
Equipment, net of accumulated depreciation 242,913
Other assets:
Note receivable, net of allowance of $290,000 100,000
Other receivables 19,833
Loans and advances 67,183
Total other assets 187,016
$ 2,598,691
Segmentz, Inc.
Statements of Operations (Unaudited)
Segmentz, Inc.
Statements of Changes in Stockholder's Equity
Three and Nine Months Ended September 30, 2002 (Unaudited)
Balance, December 31, 2001 1,200,794 $ 1,200,794
Redemption of Preferred Stock (10,127) (10,127)
Sale of Common Stock
Net income for the period
Balance, September 30, 2002 1,190,667 $ 1,190,667
Additional Common
Common Stock Paid-In Stock Accumulated
Shares Amount Capital Payable Deficit Total
Segmentz, Inc.
Segmentz, Inc.
Notes to Financial Statements
Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)
In the opinion of management, all adjustments consisting only of
normal recurring adjustments necessary for a fair statement of (a)
the results of operations for the three- and nine-month periods ended
September 30, 2002 and 2001, (b) the financial position at September
30, 2002, and (c) cash flows for the
nine-month periods ended September 30, 2002 and 2001, have been made. The financial
information for the periods ended September 30, 2001 have not been reviewed
by the Company's independent accountants.
The unaudited financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of Segmentz, Inc. (the "Company") for the fiscal year ended December 31, 2001. The results of operations for the three- and nine-month period ended September 30, 2002 are not necessarily indicative of those to be expected for the entire year.
2. Contingent Liabilities
The Company has been party to a lease in its Atlanta facility that it believed to be month-to-month pursuant to data provided by Logistics Management Resources, Inc. ("LMR"). In cooperation with LMR, the Company purchased the assets of Q Logistic Solutions, Inc. ("QLS") from bankruptcy and began utilizing the space in Forest Park, Georgia pursuant to providing logistic services for clients. The Company notified the landlord, IDI Services, Inc. ("IDI"), of its intentions to find smaller space and offered IDI an opportunity to provide a lesser facility size within the facility currently occupied by the Company. IDI informed the Company at that time that the Company was party to a lease arrangement that had previously not been disclosed or evidenced. IDI and the Company are engaged in discussions to resolve this misunderstanding in which the Company asserts that IDI accepted a letter of credit provided by LMR as inducement to enter into the lease with LMR, with whom the Company had an arrangement to vacate the premises of its month-to-month sublease on 30 days written notice. IDI's assertion included a variety of material issues, including a representation that the Company was a prime lease holder with an obligation through May 2006. The Company has secured legal counsel and continues to assert that any lease documents that exist suggesting the Company's prime tenancy are not authorized by the Company, its board, or officers as provided for in the Company's bylaws. The Company continues to defend its position in this matter and believes that it will reach an amicable settlement pursuant to this issue.
Segmentz, Inc.
Notes to Financial Statements
Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)
3. Sale of Accounts Receivable
During the first quarter of 2002, the Company entered into an agreement with a financing company to purchase certain receivables of the Company without recourse at a discount of nine percent, offset by a charge estimated to be one percent per ten days outstanding, after which any unused discount is refunded. The Company is treating this as a sales transaction in accordance with Statement of Financial Accounting Standards No. 140. The receivable is removed from the assets of the Company on the date of sale of the receivable in exchange for cash received.
4. Line of Credit and Related Party Transaction
As of December 31, 2001, the Company had entered into an agreement with a related party to provide a line of credit up to $1.0 million. At December 31, 2001, that party agreed to convert its outstanding balance of $773,896 to Series A preferred stock of the Company. The Company currently has up to $300,000 available under the facility, of which, $263,902 is outstanding as of September 30, 2002.
5. Income Taxes
Income tax expense for the three and nine months ended September 30, 2002 is based on the Company's estimate of the effective tax rate expected to be applicable for the full year. The effective tax rate of 37.5 percent for the three and nine months ended September 30, 2002 differs from the statutory rate because of the effects of utilizing a net operating loss carryover. During the three month period ended September 30, 2002, the Company incurred an estimated income tax liability of approximately $65,000. The Company also recorded a deferred tax asset of $65,000.
6. Earnings Per Share
Common stock equivalents in the three- and nine-month periods ended September 30, 2001 for basic and diluted earnings per share are the same as if there were no dilutive securities outstanding at September 30, 2001.
Segmentz, Inc.
Notes to Financial Statements
Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)
7. Subsequent Events
The Company increased its reserve as a potential offset against certain obligations due from LMRI against reserves held by the Company for this purpose. The remaining balances due are $390,000 in connection with this obligation relating to the recission of the transaction in fiscal 2001 to merge with LMRI. The Company believes the remaining balance will be satisfied prior to fiscal year end, but has reserved an additional $65,000 against potential losses in connection with this balance due.
The Company was released by Murphy Surf Air, Inc., a client of the Company, from any liability pursuant to a civil suit filed naming the Company as a party pursuant to the Company’s discussions to acquire Murphy Surf Air in fiscal 2001. The Company has subsequent to being released signed an agency agreement with Murphy Surf Air and an agreement to acquire certain of Murphy's assets in January 2003.
8. Bridge Funding
The Company received a commitment from an Investor to provide up to $200,000 in bridge funding available upon demand to meet expansion needs until the Company completes the Private Placement of its equity that is currently underway. The Company pays 10% annual interest, payable in cash and 15% warrant coverage annually for any amounts extended under this facility. The Investor has additionally offered additional equity funding under terms and conditions to be agreed upon, to be closed in January 2003.
9. Segment Information
Segment information has been prepared in accordance with Statements of Financial Accounting Standards No. 131, “Disclosure About Segments of an Enterprise and Related Information.” The Company has two reportable segments: truck hauling brokering and warehouse operations. The segments were determined based on the types of services provided by each segment. The Company had only one reportable segment until the purchase of QLS in April 2001.
The brokering operations arrange truckload transportation with dedicated Company equipment, owner operator fleet, and extensive agent partners throughout 48 states.
Segmentz, Inc.
Notes to Financial Statements
Three and Nine Months ended September 30, 2002 and 2001 (Unaudited)
9. Segment Information (continued)
The warehousing operation, acquired in 2001, offers warehouse locations in two facilities covering the east coast. The Company is attempting to expand to offer smaller satellite facilities to enable conduit and direct route trucking solutions on a contracted, dedicated route basis to larger clients.
Three Months Ended September 30, 2002
Trucking Warehouse Total
Revenue $ 1,651,756 $ 565,674 $ 2,217,430
Other $ 9,648 $ 0 $ 9,648
Depreciation $ 5,115 $ 21,049 $ 67,060 Net (loss) income $ 22,566 $ 103,520 $ 126,086Nine Months Ended September 30, 2002
Trucking Warehouse Total
Revenue $ 3,866,065 $ 2,210,922 $ 6,077,057
Other $ 73,294 $ 0 $ 73,294
Depreciation $ 12,885 $ 54,175 $ 67,060Net (loss) income $ (293,859) $ 579,270 $ 285,411
Equipment, net ofaccumulated depreciation $ 50,097 $ 192,816 $ 242,913
Segment assets $ 1,677,737 $ 920,954 $ 2,598,691
Nine Months Ended September 30, 2001
Trucking Warehouse Total
Revenue $ 4,722,902 $ 1,970,561 $ 6,693,463
Net (loss) income $ (23,636) $ 83,251 $ 59,615
Equipment $ 53,947 $ 320,517 $ 374,464
Segment assets $ 1,691,899 $ 778,391 $ 2,470,290
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company completed its third consecutive profiable quarter, while closing its warehouse facility in Atlanta, GA . The Company will continue to expand its warehouse segment by seeking small staging and storage facilities that provide low fixed cost burden and offer value added components to the transportation services which it offers. The Company signed an agency relationship with Murphy Surf Air, starting in the third quarter, that provides for continued opportunity in the warehouse segment, as well as the opportunity to build regional niche services in air frieght forwarding.
The Company continues to develop and implement its suite of transportation, brokerage, agent and business operational service tools to empower its partners and clients to success in the trucking and transportation business. The Company has segued its business away from its client concentrations in the warehousing segment and will expand this segment offering a suite of value added services that combine forwarding, staging and supply-chain management initiatives with its transportation service offerings.The Company is redeploying the capital removed from this segment through closing the NJ facility relationship into the transportation brokerage and agent support sections of its business and expects a continual growth in those area as a consequent.
The Company currently has credit facilities with Yankton Factors and Riviera Finance of $1,000,000 each and continues to negotiate with asset based lenders to consolidate borrowings at more favorable market rates. The Company will devote resources towards consolidation of borrowings that are more cost effective and that provide the Company with adequate room for continued growth. The Company believes the current facilities provide adequate capital for continued operations in the event it cannot secure alternative funding in accordance with these efforts. The Company intends to
Cash and cash equivalents were approximately $70,974 at September 30, 2002, compared with $31,240 at September 30, 2001. This increase of approximately $39,734 was primarily a result of the Company's cash flow management initiatives and aggressive methods focused on building cash reserves and short term liquidity. The Company believes it has enough cash on hand to continue to operate for the next twelve months without outside capital but continues to seek equity capital to enable it to reduce borrowing costs and expand its markets pursuant to its plans, and has closed on the first $100,000, of an interim bridge funding which provides unsecured funding on a demand basis over the next twelve months..
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements. This Form 10-QSB includes "forward-looking statements" within the meaningof Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other thanstatements of historical facts, included or incorporated by reference in thisForm 10-QSB which address activities, events or developments which the Companyexpects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.This Form10-QSB contains statements that constitute "forward-looking statements." These forward-looking statements can be identified by the use ofpredictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Registration and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. Consequently, all of the forward-looking statements made in this Form 10-QSBare qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will berealized or, even if substantially realized, that they will have the expectedconsequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements. General Through its subsidiaries, the Company operates in three inter-related areas of the logistics support service and transportation business: Warehousing -- The Company provides onsite labor, computer technology, equipment, facilities and management to clients to fulfill third party logistics service requirements of those clients. Trucking -- The Company provides point to point delivery of goods for clients on a truckload and less than truckload (LTL) basis. Broker, Agent & Owner/Operator Services -- The Company provides direct connection to software products that allow brokers, gents and independent owner/operators to provide captive and near-captive fulfillment services for trucking clients. The Company also provides advance funding and fuel funding to enable these third party providers to expand their busines operations and to increase margins withing the trucking segment of the Company's business.
For the period ended Sepember 30, 2002 compared to the period ended September 30, 2001.
Revenues decreased approximately $1,040,673, or 32%, to approximately $ 2,217,430 for the period ended September 30, 2002, as compared to approximately $3,258,103 for the period ended September 30, 2001. This decrease was primarily due to closure of the New Jersey warehouse facility, combined with delay to redeploying the resources supporting the NJ facility into the expansion related to other business opportunties.
Costs of services provided, which consist primarily of payment for trucking services, fuel, insurance, sales, marketing and general and administrative support decreased by approximately $870,595, or 30%, to approximately $2,091,344 for the period ended September 30, 2002, as compared to approximately $2,961,939 for the period ended September 30, 2001, primarily due to offsetting reductions in corresponding sales for the period end.
The Company realized income from continuing operations before provisions for income taxes of approximately $126,086 for the period ended September 30, 2002, compared with income from continuing operations before provisions for income taxes of approximately $296,164 for the period ended September 30, 2001.
The Company's earned income per share from continuing operations for the period ended September 30, 2002 decreased by two cent per share to $.02 per share, as compared to $.04 per share for the same period in 2001.
For the nine month period ended September 30, 2002 compared to the nine month period ended September 30, 2001.
Revenues decreased approximately $543,112, or 8%, to approximately $6,150,351 for the nine month period ended September 30, 2002, as compared to approximately $6,693,463 for the nine month period ended September 30, 2001. This decrease was primarily due to reduction of sales in the warehouse segment in accordance with Management's efforts to segue from the concentrations and fixed cost burden associated with the Q Logistics warehouses in Atlanta and Edison, NJ to smaller facilities that provide value added staging services that support the Company's transportation and logistics initiatives.
Costs of services provided, which consist primarily of payment for trucking services, fuel, insurance, sales, marketing and general and administrative support decreased by approximately $749,708, or 12%, to approximately $5,864,940 for the period ended September 30, 2002, as compared to approximately $6,614,648 for the period ended September 30, 2001, primarily due to management's aggressive campaign to reduce fixed expenses and to ensure profitability measured as a percentage of gross sales, as well as development of pricing and delivery models that enhance consistancy in pricing and costs.
The Company realized income from continuing operations before provisions for income taxes of approximately $285,411 for the nine month period ended September 30, 2002, compared with income from continuing operations before provisions for income taxes of approximately $78,815 for the nine month period ended September 30, 2001.
The Company's earned income per share from continuing operations for the nine month period ended September 30, 2002 increased by three cent per share to $.04 per share, as compared to earned income of $.01 per share for the same period in 2001.
Revenue for the Trucking segment of our business decreased approximately $856,857 from $4,722,902 for the nine month period ended September 30, 2001 to $3,866,065 for the nine month period ended September 30, 2002. This decrease was primarily due to a shift from a blending of warehouse and trucking segments to a focus on trucking, which requires available capital from the warehouse segment of the Company's business to be redeployed.
Revenue for the Warehouse segment of our business was $2,210,922 for the nine month period ended September 30, 2002 compared with $1,970,561 for the nine month period ended September 30, 2001, primarily due to reduction in the large warehouse segment we had acquired consequential to the acquisition of the Q-logistics assets in 2001, combined with the initiation of the frieght forwarding small warehouse segment that is core to our expansion in 2002.
Revenue Recognition
The Company operates tractors and trailers, which may be owned by the Company or provided by independent owner-operators, for clients that ship products throughout North America. The Company has insurance and requisite authorities, licenses and permits that enable it to haul various types of freight for third parties on an as-needed basis. The Company recognizes revenues in this line of its business that are directly tied to the relationship between the Company, its customers and third parties who, from time to time, may fulfill transportation requirements. When the Company has a client and a load to ship, and a third party trucking company provides fulfillment for that load, the Company bills the client directly for the gross value of trucking services. In cases where the Company refers a client to a third party company who provides trucking services, the Company would act as a broker in such transactions and would be paid by the fulfillment firm a commission. The Company only reports “income” as such definitions apply and has provided trucking service and brokered services throughout the past fiscal year.
Contingent Liabilities
The Company has been party to a lease in its Atlanta facility that it believed to be month-to-month pursuant to data provided by LMR. In cooperation with LMR, the Company purchased the assets of Q Logistics from bankruptcy and began utilizing the space in Forest Park, Georgia pursuant to providing logistic services for clients. The Company notified the landlord, IDI Services, Inc. (“IDI”), of its intentions to find smaller space and offered IDI an opportunity to provide a lesser facility size within the facility currently occupied by the Company. IDI informed the Company at that time that the Company was party to a lease arrangement that had previously not been disclosed or evidenced. IDI and the Company are engaged in discussions to resolve this misunderstanding in which the Company asserts that IDI accepted a letter of credit provided by LMR as inducement to enter into the lease with LMR with whom the Company had an arrangement to vacate the premises of its month-to-month sublease on 30 days written notice. IDI’s assertion included a variety of material issues, including a representation that the Company was a prime lease holder with an obligation through May 2006. The Company has secured legal counsel and continues to assert that any lease documents that exist suggesting the Company’s prime tenancy are not authorized by the Company, its board, or officers as provided for in the Company’s bylaws. The Company continues to defend its position in this matter and believes that it will reach an amicable settlement pursuant to this issue. The matter was dismissed in Atlanta, GA based on venue and no liability is currently due in connection with this matter.b
The Company has been dismissed by Murphy Surf Air from all liabilities in connection with civil actions that were filed in Kentucky.
Liquidity and Capital Resources
Cash and cash equivalents were approximately $70,974 at September 30, 2002, compared with $31,240 at September 30, 2001. This increase of approximately $39,734 was primarily a result of the Company's cash flow management initiatives and aggressive methods focused on building cash reserves and short term liquidity.
During the fiscal year ended December 31, 2001, the Company entered into a $1,000,000 factoring facility with Yankton Factors that provides for 97.5% advance rate against eligible receivables defined as those receivables which are likely to be paid to the Company within ninety days from the invoicing for services, this facility bears interest of 2.5% for up to 75 days of credit and is estimated to have an annual cost of approximately prime rate plus eighteen percent to the Company. The facility is currently unsecured and has outstanding balances due of $221,661 as of period ended September 30, 2002. In February 2002, the Company entered into a $1,000,000, factoring facility with Riviera Finance that provides for sale of eligible receivables without recourse with regards to credit and collections. The Company sells receivables to Riviera at a discount to their face value and does not collect or assume credit risk consequential to this sale. The Company has subsequent to the period ended September 30, 2002, entered into a revolving credit facility with Comdata that will replace its other credit faciliites. This provides for advance of 90% of eligible accounts receivable for 2% of face value for up to ninety days, which based upon the current average receivable aging of 48 days equates to a cost of 17% annually.
The Company has embarked upon an aggressive campaign to manage cash that has resulted in greater anticipated levels of cash available for operations which it believes will be adequate to fund operations and financial requirements in the next fiscal year. At December 31, 2001, the Company arranged for the conversion of debt due to related parties to preferred equities. It is in discussion with the provider of the credit facility to convert remaining balances to an equity class and will continue to seek such conversion from preferred equity classes to common equity classes in the near future.
Our strategy is to continue to expand through acquisitions and internal development. We intend to seek, on a selective basis, acquisition of businesses that have product lines or services which complement and expand our existing services and product lines, and provide us with strategic distribution locations or attractive customer bases. Our ability to implement our growth will depend on a number of things which may be beyond our control. Successful deployment of this strategy will be dependent on our ability to identify, consummate and assimilate such acquisitions on desirable economic terms. There can be no assurance that we will be successful in implementing our growth strategy. Our ability to implement our growth strategy will also be dependent upon obtaining adequate financing. We may not be able to obtain financing on favorable terms.
Item 3. Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO an CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of such evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of September 30, 2002, the Company has secured dismissal of the action filed against it by Industrial Property Fund I, LP based upon juridiction and venue. The Company continues to have discussion regarding this matter and continues to asset a month-to-month tenancy existed under which the Company has no ongoing or residual liability. No remedy is being sought against the Company at this time in connection with this matter.
The Company was released by Murphy Surf Air from obligations or civil remedies sought in an action filed in Kentucky in July 2002. The Company has no liabilities with respect to this action.
Item 2. Changes in Securities.
The Company promised to issue 30.000 shares of its Common Stock pursuant to private placements completed under Rule 144 of the Securities and Exchange Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
The Company is not in default in any Senior Securities or material obligations.
Item 4. Submission of Matters to a vote of Security Holders.
Item 5. Other Information.
There is no information to report for the period ended September 30, 2002.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
None
(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.
SEGMENTZ, INC.
By: /s/ Allan J. Marshall
Chief Executive Officer
By: /s/ John S. Flynn
Chief FInancial Officer
Date: November 14, 2002
CERTIFICATIONS
I, Allan J. Marshall, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Segmentz, 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.
Dated: November 14, 2002 By: /s/ Allan J. Marshall
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Allan J. Marshall
Chief Executive Officer