UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
For the transition period from to .
---------------- ------------
Commission file number 1-14072
THE AMANDA COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
UTAH 87-0430260
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
13765 ALTON PARKWAY, SUITE F, IRVINE, CA 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 859-6279
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 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 .
--------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS
As of December 31, 2002 the issuer had 121,993,231 shares of its common
stock, par value $0.01 per share, issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X .
---------- ---------
FORM 10-QSB
THE AMANDA COMPANY, INC.
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Financial Information 2
Balance Sheets at December 31, 2002
(unaudited) and September 30, 2002 3
Statements of Operations for the three months
ended December 31, 2002 and 2001 (unaudited) 5
Statements of Cash Flows for the three months
ended December 31, 2002 and 2001 (unaudited) 6
Notes to Condensed Financial Statements (unaudited) 7
Item 2 Management's Discussion and Analysis or
Plan of Operation 9
Item 3. Control and Procedures 10
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Changes in the Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6(a). Exhibits and Reports on Form 8-K 11
Signatures 12
Certifications 12
Exhibit Index 15
1
THE AMANDA COMPANY, INC.
PART I
FINANCIAL INFORMATION
ITEM 1. INTERIM CONDENSED FINANCIAL STATEMENTS
The Amanda Company, Inc. (the "Company"), has included the unaudited condensed
balance sheet of the Company as of December 31, 2002 and audited balance sheet
as of September 30, 2002 (the Company's most recent fiscal year), unaudited
condensed statements of operations for the three months ended December 31, 2002
and 2001, and unaudited condensed statements of cash flows for the three months
ended December 31, 2002 and 2001, together with unaudited condensed notes
thereto. In the opinion of management of the Company, the financial statements
reflect all adjustments, all of which are normal recurring adjustments,
considered necessary to fairly present the financial condition, results of
operations and cash flows of the Company for the interim periods presented. The
financial statements included in this report on Form 10-QSB should be read in
conjunction with the audited financial statements of the Company and the notes
thereto included in the annual report of the Company on Form 10-KSB for the year
ended September 30, 2002. The results of operations for the three months ended
December 31, 2002 may not be indicative of the results that may be expected for
the year ending September 30, 2003.
2
THE AMANDA COMPANY, INC.
BALANCE SHEETS
ASSETS
December 31, September 30,
2002 2002
-------------- --------------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 8,493 $ 57,413
Accounts receivable, net 59,754 84,395
Other receivable 11,295 10,795
Inventory 15,631 56,469
Prepaid and other current assets 68,882 75,549
-------------- --------------
Total current assets 164,055 284,621
PROPERTY AND EQUIPMENT, NET 69,157 82,282
NON-CURRENT ASSETS
Deferred debt issuance costs 286,982 286,982
Other assets 29,974 29,974
-------------- --------------
Total assets $ 550,168 $ 683,859
============== ==============
The accompanying notes are an integral part of these statements.
3
THE AMANDA COMPANY, INC.
BALANCE SHEETS - CONTINUED
LIABILITIES AND STOCKHOLDERS' DEFICIT
December 31, September 30,
2002 2002
-------------- --------------
(unaudited) (audited)
CURRENT LIABILITIES
Accounts payable $ 494,419 $ 576,109
Liabilities from discontinued operations 444,841 444,841
Accrued liabilities 451,181 400,846
Leasing financing payable 27,755 36,440
Notes payable 476,023 429,500
Deferred revenue 24,552 17,001
Convertible debentures 1,006,425 1,006,425
Accrued dividends payable 655,420 629,126
-------------- --------------
Total current liabilities 3,580,616 3,540,288
LONG-TERM LIABILITIES
Convertible debentures 570,000 570,000
Deferred gain on sale leaseback 25,677 32,680
Lease financing payable 55,537 55,537
-------------- --------------
Total long-term liabilities 651,214 658,217
-------------- --------------
Total liabilities 4,231,830 4,198,505
STOCKHOLDERS' DEFICIT
Convertible Preferred stock, $0.01 par value
authorized 5,000,000 shares
Series A: issued and outstanding 21 shares at
December 31, 2002 and September 30, 2002 1 1
Series B: issued and outstanding 631 shares at
December 31, 2002 and September 30, 2002 6 6
Common stock, $.01 par value, 500,000,000 shares
authorized; issued and outstanding 121,993,231
shares at December 31, 2002 and 108,159,899
shares at September 30, 20002 1,219,933 1,081,599
Additional paid-in capital 2,346,108 2,441,675
Accumulated deficit (7,247,710) (7,037,927)
-------------- --------------
Total stockholders' deficit (3,681,662) (3,514,646)
-------------- --------------
Total liabilities and stockholders' deficit $ 550,168 $ 683,859
============== ==============
The accompanying notes are an integral part of these statements.
4
THE AMANDA COMPANY, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months ended
December 31,
2002 2001
-------------- --------------
Net sales $ 412,024 $ 900,377
Cost of sales 176,491 488,694
-------------- --------------
Gross profit 235,533 411,683
Selling, general and administrative expenses 360,106 556,940
-------------- --------------
Operating loss (124,573) (145,257)
Other income (expense)
Interest expense (48,916) (37,860)
Miscellaneous income, net (10,000) 45,236
-------------- --------------
Loss before extraordinary item (183,489) (137,881)
Merger costs - (876,000)
-------------- --------------
Net loss before income taxes (183,489) (1,013,881)
-------------- --------------
Income taxes - -
-------------- --------------
Net loss $ (183,489) $ (1,013,881)
============== ==============
Preferred stock dividend (26,294) (22,714)
-------------- --------------
Net loss attributed to common stockholders $ (209,783) $ (1,036,595)
============== ==============
Basic loss per share $ (0.002) $ (0.015)
Diluted loss per share $ (0.002) $ (0.015)
Weighted-average shares outstanding - basic 112,004,619 69,220,818
Weighted-average shares outstanding - diluted 112,004,619 69,220,818
The accompanying notes are an integral part of these statements.
5
THE AMANDA COMPANY, INC.
STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (209,783) $ (1,013,881)
Adjustments to reconcile net cash provided (used) in
operating activities
Depreciation and amortization 13,125 8,412
Common stock issued for services 10,000 -
Common stock issued for compensation 32,767 1,081,729
Effect on cash of changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net 24,641 (69,538)
Decrease (increase) in other receivables (500) (10,000)
Decrease (increase) in inventory 40,838 4,221
Decrease (increase) in prepaid and other current assets 6,667 (72,164)
Decrease (increase) in security deposits - (7,038)
Increase (decrease) in accounts payable (81,690) (300,442)
Increase (decrease) in accrued expenses 76,629 (9,424)
Increase (decrease) in advances payable - (40,000)
Increase (decrease) in unearned gain on sale leaseback (7,003) -
Increase (decrease) in deferred revenue 7,551 11,713
-------------- --------------
Net cash provided (used) in operating activities (86,758) (416,412)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of notes payable - (110,000)
Payments of equipment financing (8,685) (10,735)
Proceeds from equipment financing - -
Proceeds from notes payable 46,523 -
Proceeds from convertible debenture - 100,000
Proceeds from convertible promissory notes - 470,000
-------------- --------------
Net cash provided (used) in financing activities 37,838 449,265
-------------- --------------
Net increase (decrease) in cash and cash equivalents (48,920) 32,853
Cash and cash equivalents at beginning of period 57,413 36,394
-------------- --------------
Cash and cash equivalents at end of period $ 8,493 $ 69,247
============== ==============
The accompanying notes are an integral part of these statements.
6
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had a loss of
$209,783 for the quarter ended December 31, 2002, a deficit of $3,681,662
in stockholders' equity and negative working capital of $3,416,561 for the
period ended December 31, 2002. The Company intends to continue to raise
additional funds in the capital markets for working capital purposes. The
Company must raise additional capital in order to continue as a going
concern.
NOTE B - OPTIONS TO PURCHASE COMMON STOCK
No options were exercised in the first quarter.
NOTE C - WARRANTS TO PURCHASE COMMON STOCK
No warrants were exercised in the first quarter.
NOTE D - OPTIONS/WARRANTS TO PURCHASE COMMON STOCK
On October 10, 2002, the Company issued a total of 5,000,000 warrants. Each
warrant allows the holder to purchase one share of common stock at an
exercise price equal to $.006 per share. These warrants expire October 10,
2007.
On November 6, 2002, the Company issued a total of 500,000 warrants. Each
warrant allows the holder to purchase one share of common stock at an
exercise price equal to $.005 per share. These warrants expire in blocks of
125,000 each on November 6, 2007, February 6, 2008, May 6, 2008, and August
6, 2008, respectively.
On November 15, 2002, the Company issued a total of 2,500,000 warrants.
Each warrant allows the holder to purchase one share of common stock at an
exercise price equal to $.006 per share. These warrants expire November 15,
2007.
NOTE E - ACCRUED PREFERRED STOCK DIVIDENDS
The Company accrued $26,294 for dividends payable to preferred shareholders
during the quarter.
Note F - Preferred Stock
The Company has issued two series of Preferred Stock. Series A was issued
in February 1999 consisting of 1,800 shares, par value $0.01 per share, for
$1,000 per share. Series B was issued in April 1999 at the same price and
par value but only 1,000 shares were issued. Both series of Preferred Stock
carry a 16 percent dividend rate, which is paid quarterly. If and when the
Company's stock is listed again on NASDAQ the dividend rate will drop to 8
percent.
Both issuances of Preferred Stock are convertible into shares of the
Company's Common Stock. Each share of Series A Preferred Stock is
convertible into an amount of shares of Amanda Common Stock equal to $1,000
7
divided by the average of the two lowest closing bid prices for Pen Common
Stock during the period of 22 consecutive trading days ending with the last
trading day before the date of conversion, after discounting that market
price by 15 percent (the "Conversion Price"). The maximum Conversion Price
for the Series A Preferred Stock is $1.17 per share. The shares of Series B
Preferred Stock are convertible into Common Stock at the same Conversion
Price as the Series A Preferred Stock except for a maximum Conversion Price
of $0.79 per share. Warrants to acquire 320,000 shares of Common Stock at
prices ranging from $0.86 to $1.28 per share were also issued to the
purchasers of the Series A and Series B Preferred Stock. The Warrants
expire three years from date the Preferred Stock and warrants were
initially issued.
No warrants were converted in the first quarter.
Note G - Earnings (loss) per share
Basic earnings (loss) per common share is computed by dividing net earnings
(loss) available to common shareholders by the weighted average number of
common shares outstanding during each period. Diluted earnings (loss) per
common share are similarly calculated, except that the weighted average
number of common shares outstanding includes common shares that may be
issued subject to existing rights with dilutive potential except for
periods when such calculations would be anti-dilutive.
For the three ended December 31, 2002, net earnings (loss) attributable to
common shareholders includes accrued dividends at the stated dividend rate
from date of issuance.
NOTE H - INTERIM PERIOD COST OF GOODS SOLD
Inventory costing is based on specific identification. An inventory count
is taken at the end of each quarter.
NOTE J - INCOME TAXES
The future benefits of loss carried forward are fully reserved. There were
no income taxes during the quarter.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS. This report contains certain forward-looking
statements within the meaning of section 27A of the Securities Act of 1933
as amended, and section 21E of the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. In addition, the Company may
from time to time make oral forward-looking statements. Actual results are
uncertain and may be impacted by the following factors. In particular,
certain risks and uncertainties that may impact the accuracy of the
forward-looking statements with respect to revenues, expenses and operating
results include without limitation, cycles of customer orders, general
economic and competitive conditions and changing consumer trends,
technological advances and the number and timing of new product
introductions, shipments of products and components from foreign suppliers,
and changes in the mix of products ordered by customers. As a result, the
8
actual results may differ materially from those projected in the
forward-looking statements.
Because of these and other factors that may affect the Company's operating
results, past financial performance should not be considered an indicator
of future performance, and investors should not use historical trends to
anticipate results or trends in future periods.
The following discussion and analysis provides certain information which
the Company's management believes is relevant to an assessment and
understanding of the Company's results of operations and financial
condition for the three months ended December 31, 2002 and 2001. This
discussion should be read in conjunction with the audited financial
statements of the Company and notes thereto included in the Annual Report
of the Company on Form 10-KSB for the year ended September 30, 2002.
General
Net sales. Net sales of $412,024 for the three months ended December 31,
2002 reflect a decline of approximately $488,000 or 54% compared to the
same period in the prior year. Sales to the Company's distributors declined
approximately $171,000 or 89% in the current quarter, as compared to the
prior year quarter; while sales to the Company's dealer network also
declined approximately $317,000 or 45% for the same comparison periods. The
substantial drop in revenues reflect both the general nationwide economic
slump as well as the declining demand for the Company's low-end product
lines which are primarily focused on PBX and key system applications. The
Company continues to seek and develop applications for its Amanda Portal
product line which is expected to ultimately supplant the Company's
existing core product lines.
Cost of sales. Cost of sales for the period totaled $176,491, declining
approximately $312,000 or 64% from the comparable prior year quarter, which
follows the substantial quarter to quarter drop in net sales as discussed
above. On the other hand, cost of sales as a percentage of net sales were
only 43% during the current quarter, a substantial improvement over the 54%
for the prior year quarter, reflecting both the shift in product mix to
higher margin products as sales of the low-end products decline, as well as
the greater percentage of sales attributable to the Company's dealer base
which are more profitable than sales to the Company's distributors.
Selling, general and administrative expenses. Selling, general and
administrative expenses of $360,106 for the quarter ended December 31, 2002
decreased by approximately $197,000 or 35% from the comparable prior year
quarter. Approximately $140,000 of this decrease resulted from personnel
reductions undertaken in response to the declining sales level; while the
balance of the decrease primarily reflects the substantial reductions in
consulting expenses and other professional services as compared to the
prior year quarter.
Other income and expenses. The current quarter results netted a
miscellaneous expense of $(58,916) as compared to net miscellaneous income
of $7,376 for the prior year quarter. The prior year quarter was favorably
impacted by a non-recurring forgiveness of a $50,000 contingent note
payable to one of the Company's vendors. Interest expense increased by
9
approximately $11,000 during the current quarter, as compared to the prior
year quarter, reflecting the additional debt undertaken by the Company
during fiscal 2002.
Extraordinary costs. The Company recorded one-time costs of $876,000 during
the prior year quarter. These costs were associated with the merger between
Pen Interconnect, Inc. and the Automatic Answer.
Net earnings (loss) and earnings (loss) per share. The net loss for the
first fiscal quarter ended December 31, 2002 totaled ($183,489) or ($0.002)
per share, as compared to the net loss of ($1,013,881) or ($0.015) per
share for the prior year quarter.
Liquidity and Capital Resources
The Company had negative working capital at December 31, 2002 of $3,416,561
compared to negative working capital of $3,255,667 at September 30, 2002
for a decrease in working capital of nearly $161,000 during the current
quarter. This decrease reflects primarily the $183,000 net loss sustained
during the current quarter.
With the declining market demand for the Company's existing product lines,
and until the Company's PSTN and IP network based products gain wider
market acceptance, the Company will continue to focus on further cost of
sales improvements and operating expense reductions as a means of limiting
the anticipated negative cash flow over the next several quarters. At the
same time, the Company will continue its search for a strong merger
partner.
Inflation and Seasonality
The Company does not believe that it is significantly impacted by inflation
or seasonally.
Going Concern
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed
above, the Company has a working capital deficit of $3,416,561 as at
December 31, 2002 and has suffered recurring losses from operations which
raise substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Item 3 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to December 31, 2002, the Company carried out an
evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation
of the Company's President and Chief Financial Officer. Based upon that
evaluation, they concluded that the Company's disclosure controls and
10
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange
Act.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in
its factors that could significantly affect those controls since the most
recent evaluation of such controls.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in the Securities and Use of Proceeds.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None during the quarter.
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit 99(a)
Certificates of Chief Executive Filed herein Officer and
Chief Financial Officer pursuant to Title 18, United States Code,
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
None.
11
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: February 16, 2003 THE AMANDA COMPANY, INC.
By: /s/ Brian Bonar
Brian Bonar
Chairman of the Board, Acting
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:
/s/ David Woo
David Woo Director February 18, 2003
/s/Brian Bonar
Brian Bonar Chairman of the Board February 18, 2003
Acting Chief Executive officer
/s/ Steve Fryer
Steve Fryer Director February 18, 2003
/s/ E.Timothy Morgan
E. Timothy Morgan Director February 18, 2003
CERTIFICATION
PURSUANT TO SECTION 302
I, Brian Bonar, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of THE AMANDA
COMPANY, 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;
12
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.
Date: February 18, 2003
/s/ Brian Bonar
--------------------------------------------
Brian Bonar
Chief Executive Officer
13
CERTIFICATION
PURSUANT TO SECTION 302
I, James J. Jungwirth, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of The Amanda Company,
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.
Date: February 18, 2003
/s/ James J. Jungwirth
-------------------------------------------
James J. Jungwirth
Chief Financial Officer
14
Index to Exhibits
Exhibit No. Description
Exhibit 99(a) Certificates of Chief Executive Filed herein
Officer and Chief Financial Officer
pursuant to Title 18, United States
Code, Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
15
Exhibit 99(a)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Amanda Company, Inc. (the
"Company") on Form 10-QSB for the period ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Brian Bonar, Chief Executive Officer of the Company, and James J. Jungwirth,
Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Brian Bonar
Brian Bonar
Chief Executive Officer
Principal Executive Officer
February 18, 2003
/s/ James J. Jungwirth
James J. Jungwirth
Chief Financial Officer
Principal Financial and Accounting Officer
February 18, 2003
16