UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2003
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from ___________ to __________
Commission File Number 333-70663
CONNECTIVCORP
(formerly known as Spinrocket.com, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 06-1529524
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 Lexington Avenue, 24th Floor, New York, New York 10022
----------------------------------------------------------
(Address of principal executive offices, Zip Code)
(212) 750-5858
----------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ]
The number of outstanding shares of the registrant's common stock, par value
$.001 as of August 19, 2003 is 12,327,061.
CONNECTIVCORP AND SUBSIDIARIES
FORM 10-QSB
THREE AND SIX MONTHS ENDED JUNE 30, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet as of June 30, 2003..................3
Consolidated Statements of Operations for the six months
ended June 30, 2003 and 2002..................................4
Consolidated Statements of Operations for the three months
ended June 30, 2003 and 2002..................................5
Consolidated Statements of Cash Flows for the six months
ended June 30, 2003 and 2002..................................6
Notes To Consolidated Financial Statements .....................7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................11
Item 3. Controls and Procedures.............................................13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ..................................................13
Item 2. Changes in Securities and Use of Proceeds...........................13
Item 3. Defaults Upon Senior Securities.....................................13
Item 4. Submission of Matters to a Vote of Security Holders.................13
Item 5. Other Information...................................................13
Item 6. Exhibits and Reports on Form 8-K....................................14
Signatures..........................................................14
Certifications......................................................15
2
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
CONNECTIVCORP
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30,
2003
------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 50,599
------------
Total Assets $ 50,599
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 521,451
Deposits 100,000
Loans payable 175,000
Loans payable - officers 10,934
------------
Total Current Liabilities 807,385
------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Preferred Stock, $.001 par value
10,000,000 shares authorized, Series D, none issued --
Common Stock, $.001 per value
40,000,000 shares authorized, 11,077,061 issued and outstanding 11,077
Additional paid in capital 19,598,628
Accumulated deficit (20,341,491)
------------
(731,786)
Less: stock subscription receivable (25,000)
------------
Total Stockholders' Deficit (756,786)
------------
Total Liabilities and Stockholders' Deficit $ 50,599
============
The accompanying notes are an integral part of these consolidated statements.
3
CONNECTIVCORP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
2003 2002
------------ ------------
Revenues $ -- $ 3,500
General and administrative expenses (396,959) (574,079)
------------ ------------
Operating loss (396,959) (570,579)
Interest income -- 532
------------ ------------
Net loss (396,959) $ (570,047)
============ ============
Net loss per common share- basic and diluted (0.04) $ (0.08)
============ ============
Weighted average shares outstanding:
basic and diluted 11,077,061 7,228,449
============ ============
The accompanying notes are an integral part of these consolidated statements.
All share and per share amounts have been Adjusted to reflect the 1 for 10
reverse stock split in March 2002.
4
CONNECTIVCORP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
(UNAUDITED)
2003 2002
------------ ------------
Revenues $ -- $ --
General and administrative expenses (252,804) (283,421)
------------ ------------
Operating loss (252,804) (283,421)
Interest income -- 379
------------ ------------
Net loss $ (252,804) $ (283,042)
============ ============
Net loss per common share--basic and diluted $ (0.02) $ (0.03)
============ ============
Weighted average shares outstanding:
basic and diluted 11,077,061 10,204,548
============ ============
The accompanying notes are an integral part of these consolidated statements.
All share and per share amounts have been adjusted to reflect the 1 for 10
reverse stock split in March 2002.
5
CONNECTIVCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
$(396,959) $(570,047)
Net loss
Adjustments to reconcile net loss
to net cash used in operating activities:
Stock-based compensation -- 153,872
Changes in assets and liabilities:
Prepaid expenses -- (3,067)
Accounts payable and accrued expenses 153,381 121,485
--------- ---------
Net cash used in operating activities (243,578) (297,757)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 297,500
Proceeds from stock subscriptions receivable 15,000 --
Proceeds from deposits 100,000 --
Proceeds from loans payable 150,000 --
Proceeds from loans payable - officers 10,934 --
--------- ---------
Net cash provided by financing activities 275,934 297,500
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS 32,356 (257)
CASH AND CASH EQUIVALENTS, beginning of period 18,243 89,861
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 50,599 $ 89,604
========= =========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued in satisfaction of accounts payable $ -- $ 42,292
========= =========
The accompanying notes are an integral part of these consolidated statements.
All share and per share amounts have been adjusted to reflect the 1 for 10
reverse stock split in March 2002.
6
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
Note 1 - Basis of Presentation
As used in these financial statements, the term the "Company" refers to
ConnectivCorp and its consolidated subsidiaries.
The accompanying unaudited consolidated financial statements of the Company have
been prepared pursuant to the rules of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-KSB. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments, which
are of a normal recurring nature, necessary for a fair presentation of the
results for the periods presented.
The results of operations presented for the six months and three months ended
June 30, 2003, are not necessarily indicative of the results to be expected for
the year ending December 31, 2003.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities - an
Interpretation of ARB No. 51" ("FIN 46"), which addresses consolidation of
variable interest entities. FIN 46 expands the criteria for consideration in
determining whether a variable interest entity should be consolidated by a
business entity, and requires existing unconsolidated variable interest entities
(which include, but are not limited to, Special Purpose Entities, or SPEs) to be
consolidated by their primary beneficiaries if the entities do not effectively
disperse risks among parties involved. This interpretation applies immediately
to variable interest entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date. It
applies in the first fiscal year or interim period beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN 46 is not
expected to have a material impact on the results of operations or financial
position of the Company.
In May 2003, the FASB issued Statement of Financial Accounting Standard "(SFAS")
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities." SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company does not
believe that the adoption of SFAS No. 149 will have a material impact on its
consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how companies classify and measures certain financial
instruments with characteristics of both liabilities and equity. It requires
companies to classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). SFAS No. 150 is effective
beginning with the second quarter of fiscal 2004; the Company does not believe
the adoption of SFAS No. 150 will have a material impact on its consolidated
financial statements.
7
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
Note 2 - Net Loss Per Common Share
Basic net loss per common share ("Basic EPS") is computed by dividing net loss
by the weighted average number of common shares outstanding. Diluted net income
per common share ("Diluted EPS") is computed by dividing net income by the
weighted average number of common shares and dilutive common share equivalents
then outstanding.
Basic and Diluted EPS are the same for the three month and six month periods
ended June 30, 2003 and 2002, as Diluted EPS does not include the impact of
stock options and warrants then outstanding, as the effect of their inclusion
would be antidilutive.
The following table summarizes the equivalent number of common shares assuming
the related options and warrants that were outstanding as of June 30, 2003 and
2002 had been converted. These were not included in the calculation of diluted
loss per share, as such shares are antidilutive:
2003 2002
------- -------
Stock options -- --
Warrants 146,608 146,608
------- -------
Common Stock Equivalents 146,608 146,608
======= =======
Options to purchase 1,999 and 10,333 shares of common stock, and warrants to
purchase 5,000 and 14,910 shares of common stock for the six months ended June
30, 2003 and 2002, respectively, were not included in the above table because
the exercise price of those options and warrants were greater than the average
market price of the common shares. The options and warrants were still
outstanding at the end of the period.
Note 3 - Deposits
During June 2003, the Company received deposits totaling $100,000 in connection
with subscriptions to purchase common stock of the Company at $0.10 per share.
On July 21, 2003, the subscriptions closed and the 1,000,000 shares of common
stock were issued.
Note 4 - Loans Payable - Officers
During the six months ended June 30, 2003, officers of the Company advanced
$34,434. The loans bear interest at 6%. Of the advances, $8,500 was repaid and
$15,000 was offset against subscriptions receivable.
8
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
Note 5 - Accounting for Stock Based Compensation
Effective January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation"
prospectively to all employee awards granted, modified, or settled after January
1, 2003. Prior to 2003, the Company accounted for stock-based employee
compensation under the recognition and measurement provisions of APB Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations. No
stock-based employee compensation cost is reflected in 2003 and 2002 net loss,
as no awards were granted during the three and six month periods ended June 30,
2003 and 2002. The following table illustrates the effect on net loss and loss
per share as if the fair value based method had been applied to all outstanding
and unvested awards in each period.
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
------------------------- --------------------------
2003 2002 2003 2002
------------------------- --------------------------
Net loss As reported (396,959) (570,047) (252,804) (283,042)
Proforma (396,959) (564,948) (252,804) (283,042)
Basic and diluted loss per
common share:
Net loss per common share As reported (0.04) (0.08) (0.02) (0.03)
Proforma (0.04) (0.08) (0.02) (0.03)
Note 6 - Related Party Transactions
The Company has engaged a shareholder to provide investor relation services. The
engagement provides for a monthly retainer of $5,000. As of June 30, 2003,
investor relations expense totaled approximately $52,000, which is included in
accrued expenses.
Note 7 - Commitments
SUBLEASE
Effective January 1, 2003, the Company renewed its sublease for office space
located at 750 Lexington Avenue, New York, New York. The lease term is for the
period from January 1, 2003 through December 31, 2003, with a monthly rent of
$2,500. The office space is being leased from an entity in which the father of
Robert Ellin, Chairman of the Company, is a partner.
EMPLOYMENT AGREEMENTS
Effective March 18, 2003, the Company has agreed in principle to extend its
employment contract with Elliot Goldman for a term of one year, expiring on
March 19, 2004 at an annual salary of $10,800. Mr. Goldman serves as President,
Chief Executive Officer and as a Director of the Company.
Effective March 18, 2003, the Company has agreed in principle to extend its
employment contract with Robert Ellin for a term of one year, expiring on March
19, 2004, at an annual salary of $10,800. Mr. Ellin serves as Chairman of the
Company.
CONSULTING AGREEMENT
The Company retained the services of Atlantis Equities, Inc. ("Atlantis"), a
private merchant banking and advisory firm that primarily assists emerging
growth companies, to act as its financial advisor pursuant to an Engagement
letter dated March 21, 2002 for a term of one year from March 18, 2002 to March
9
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
Note 7 - Commitments (Continued)
18, 2003. Robert Ellin, the current Chairman of the Company, is a principal in
Atlantis. The Company has agreed in principle to continue to use the services
provided by Atlantis. The Company has compensated Atlantis $125,000 through
August 2003, and will continue at the rate of $12,500 per month thereafter.
Note 8 - Subsequent Event
On July 21, 2003, loans payable totaling $25,000 were converted into 250,000
shares of common stock at $0.10 per share.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's Financial Statements and the notes thereto appearing
elsewhere in this report. This report contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company cautions that forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from the
statements that constitute forward-looking statements as a result of
various factors.
The Company was incorporated in Delaware on May 8, 1998 under the name "SMD
Group, Inc." In January 1999, the Company changed its name to "CDbeat.com,
Inc." On April 19, 2000, the Company's name was changed to "Spinrocket.com,
Inc." On September 11, 2000, the Company changed its name from
Spinrocket.com, Inc. to "ConnectivCorp" because this new name better
described the Company's then strategic direction. The Company's business
model was to facilitate the online connection between targeted, profiled
consumers and marketers desiring to reach those consumers. As its initial
focus, the Company formed a new wholly-owned subsidiary, ConnectivHealth,
in order to facilitate its connectivity model in the healthcare field.
Currently, the Company is exploring various business opportunities that may
be available to it.
UNCERTAINTY
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has a limited
operating history, and since its inception in 1998 has incurred substantial
losses. The Company's accumulated deficit as of June 30, 2003 is
approximately $20.3 million. To date, the Company has not generated any
revenue from its previously proposed business model, which contemplated
selling pharmaceutical and other healthcare companies access to the
Company's aggregated users. The Company incurred a net loss of
approximately $397,000 and $570,000 for the six months ended June 30, 2003
and 2002, respectively, while cash and cash equivalents at June 30, 2003
totaled approximately $51,000. These matters raise substantial doubt about
the Company's ability to continue as a going concern. The Company's
continued existence is dependent upon several factors including the
Company's ability to raise additional equity or locate a merger or business
partner.
The following discussion and analysis compares the results of the Company's
operations for the three and six months ended June 30, 2003 and June 30,
2002.
ACCOUNTING POLICIES
The following accounting policies are important to an understanding of the
operating results and financial condition of the Company and should be
considered as an integral part of the financial review. For additional
accounting policies, see Note 1 to the consolidated financial statements,
"Significant Accounting Policies."
ESTIMATES AND ASSUMPTIONS
In preparing the financial information, the Company used some estimates and
assumptions that may affect reported amounts and disclosures. Estimates are
used when accounting for depreciation, amortization, impairment of assets
and asset valuation allowances. We are also subject to risks and
uncertainties that may cause actual results to differ from estimated
results, such as legislation, regulation and the ability to obtain
financing. Certain of these risks and uncertainties are discussed elsewhere
in Management's Discussion and Analysis.
11
SIX MONTHS ENDED JUNE 30, 2003
The Company generated no revenues from operation during the six months ended
June 30, 2003.
For the six months ended June 30, 2003 and 2002, the Company reported the
following:
Net loss $ (396,959) $ (570,047)
========== ==========
Net loss per common share- basic and diluted $ (0.04) $ (0.08)
========== ==========
For the six months ended June 30, 2003, the Company reported a net loss of
$396,959. General and administrative expenses include expenses of approximately
$40,500 for professional fees, $90,800 for salary and related expenses, $52,300
for investor relations, $101,500 for consulting, $15,000 for rent, $4,100 for
interest, $48,000 for travel and $41,300 for office expenses.
For the six months ended June 30, 2002, the Company reported a net loss of
$570,047. General and administrative expenses include expenses of approximately
$81,500 for professional fees; $150,000 for salary and related expenses,
$109,000 for consultants, $41,000 of insurance, $15,000 for rent and $64,000 for
compensation costs recognized in connection with stock options.
THREE MONTHS ENDED JUNE 30, 20023
The Company did not generate revenues from operations during the three months
ended June 30, 2003 and 2002.
For the three months ended June 30, 2003 and 2002, the Company reported the
following:
Net loss $ (252,804) $ (283,042)
========== ==========
Net loss per common share- basic and diluted $ (0.02) $ (0.03)
========== ==========
For the three months ended June 30, 2003, the Company reported a net loss of
$252,804. General and administrative expenses include expenses of approximately
$14,100 for professional fees, $10,200 for salary and related expenses, $52,300
for investor relations, $101,500 for consulting, $7,500 for rent, $3,300 for
interest, $44,500 for travel and $16,900 for office expenses.
For the three months ended June 30, 2002, the Company reported a net loss of
$283,042. General and administrative expenses include expenses of which
approximately $73,000 for professional fees, $89,500 for salary-related expenses
and $15,000 for consultants.
LIQUIDITY AND CAPITAL RESOURCES
In the six months ended June 30, 2003, $243,578 of cash was used in operating
activities. Funds were used to pay the Company's operating expenses. $275,934 of
cash was generated from financing activities. These included loan proceeds of
$161,000 from an outside third party and officers of the Company, $100,000 of
advances received from the subscription of common stock and $15,000 was received
on the subscription receivable.
12
ITEM 3 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE
Our chief executive officer and chief financial officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of
1934 (the "Exchange Act")), as of a date within ninety days before the
filing of this quarterly report. Based on that evaluation, the chief
executive officer and chief financial officer have concluded that our
current disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Commission's rules and
forms.
CHANGES IN INTERNAL CONTROLS.
There have not been any significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or
material weakness in the internal controls, and therefore no corrective
actions were taken.
PART II -- OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5 - OTHER INFORMATION
SUBLEASE
Effective January 1, 2003, the Company renewed its sublease for office
space located at 750 Lexington Avenue, New York, New York. The lease term
is for the period from January 1, 2003 through December 31, 2003, with a
monthly rent of $2,500. The office space is being leased from an entity in
which the father of Robert Ellin, Chairman of the Company, is a partner.
13
EMPLOYMENT AGREEMENTS
Effective March 18, 2003, the Company has agreed in principle to extend its
employment contract with Elliot Goldman for a term of one year, expiring on
March 19, 2004 at an annual salary of $10,800. Mr. Goldman serves as
President, Chief Executive Officer and as a Director of the Company.
Effective March 18, 2003, the Company has agreed in principle to extend its
employment contract with Robert Ellin for a term of one year, expiring on
March 19, 2004, at an annual salary of $10,800. Mr. Ellin serves as
Chairman of the Company.
CONSULTING AGREEMENT
The Company retained the services of Atlantis Equities, Inc. ("Atlantis"),
a private merchant banking and advisory firm that primarily assists
emerging growth companies, to act as its financial advisor pursuant to an
Engagement letter dated March 21, 2002 for a term of one year from March
18, 2002 to March 18, 2003. Robert Ellin, the current Chairman of the
Company, is a principal in Atlantis. The Company has agreed in principle to
continue to use the services provided by Atlantis. The Company has
compensated Atlantis $125,000 through August 2003, and will continue at the
rate of $12,500 per month thereafter.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Not applicable
(b) Reports on Form 8-K
On May 16, 2003, the Company filed a report on Form 8-K announced
the termination of the previously announced contribution
agreement with certain shareholders of Aqua Development Corp.
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.
CONNECTIVCORP
Dated: August 19, 2003 by: /s/ ELLIOT GOLDMAN
-------------------------------------
Elliot Goldman
President and Chief Executive Officer
14
CERTIFICATION
I, Elliot Goldman, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ConnectivCorp;
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 period presented in
this quarterly report;
4. The registrant's other certifying officer 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 conclusion about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
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 officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: August 19, 2003
/s/ ELLIOT GOLDMAN
-------------------------
Elliot Goldman
President and Chief Operating Officer
15
CERTIFICATION
I, Robert Ellin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ConnectivCorp;
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 period presented in
this quarterly report;
4. The registrant's other certifying officer 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 conclusion about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
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 officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: August 19, 2003
/s/ ROBERT ELLIN
----------------------
Robert Ellin
Chairman
16
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Elliot Goldman, President and Chief Executive Officer of ConnectivCorp
certify that:
1. I have reviewed the quarterly report on Form 10-QSB of ConnectivCorp;
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.
Dated: August 19, 2003
/s/ ELLIOT GOLDMAN
-------------------------------------
Elliot Goldman
President and Chief Operating Officer
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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Ellin, Chairman of ConnectivCorp certify that:
4. I have reviewed the quarterly report on Form 10-QSB of ConnectivCorp;
5. 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;
6. 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.
Dated: August 19, 2003
/s/ ROBERT ELLIN
----------------------
Robert Ellin
Chairman
18