UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q-SB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2003 or
[ ] Transitional Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _______________ to______________.
____________________________________________
Commission File No. 0-25388
VICTOR INDUSTRIES, INCORPORATED
(Name of small business issuer in its charter)
_____________________________________________
Idaho 91-078484114
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
_____________________________________________
4810 North Wornath Road
Missoula, Montana 59804
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (406) 251-8501
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 Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ X ] No [ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ ].
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 19, 2003 the Company had
outstanding 134,721,169 shares of its common stock, par value $0.0001.
Transitional Small Business Disclosure Format: Yes [ X ] No [ ].
This Form 10-QSB consists of 20 Pages.
TABLE OF CONTENTS
FORM 10-QSB ANNUAL REPORT
_________________________
VICTOR INDUSTRIES, INCORPORATED
Section Heading Page
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Part I Financial Information
Item 1 Financial Statements 3
Balance Sheets at December 31, 2002
and March 31, 2003 (Unaudited) 5
Statement of Operations (Unaudited)
for the three months ended
March 31, 2002 and 2003 6
Statement of Cash Flows (Unaudited)
for the three months ended
March 31, 2002 and 2003 7
Notes to Financial Statements 8
Item 2 Management's Discussion and
Analysis of Financial Condition and
Results of Operations 13
Item 3 Quantitative and Qualitative
Disclosures about Market Risk 14
Item 4 Controls and Procedures 15
Part II Other Information
Item 1 Legal Proceedings 16
Item 2 Changes in Securities and
Use of Proceeds 17
Item 3 Defaults Upon Senior Notes 18
Item 4 Submission of Matters of a Vote
to Security Holders 18
Item 5 Other Information 18
Item 6 Exhibits and Reports on Form 8-K 18
Signatures 19
Sarbanes-Oxley Certification 20
Item 1.
Victor Industries, Incorporated
Consolidated Financial Statements
For the Three Months Ended
March 31, 2003
(Unaudited)
Victor Industries Incorporated
Financial Statements
March 31, 2003
________________________________
CONTENTS
________________________________
Balance Sheets 1 - 2
Statements of Operations 3
Statements of Cash Flows 4 - 5
Notes to Financial Statements 6 - 22
Victor Industries, Inc. Comparative Balance Sheet as of December 31, 2002 and
March 31, 2003 (See Footnotes Below)
March 31 and December 31, 2003 2002
(Unaudited) (Audited)
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ASSETS
Current assets
Cash $ - $ 1,190
Note Receivable - Related Party $ 30,358 $ 26,558
----------------------------
Total current assets 30,358 27,748
Other Assets:
Property and Equipment 8,223 8,223
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Total Assets $ 38,581 $ 35,971
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft $ 334 -
Accounts Payable and Accrued Expenses 41,840 70,759
Notes Payable - Related Party 43,364 26,634
Total Current Liabilities 85,538 97,393
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Long Term Liabilities - -
Notes Payable to Shareholders - -
Total Liabilities 85,538 194,786
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Stockholders' Deficit
Common Stock, $.0001
par value, 1,000,000,000
shares authorized, 134,721,169
and 121,721,169 shares issued
and outstanding at March 31, 2003
and December 31, 2002. 13,472 12,272
Subscription Receivable (54,200) (65,000)
Additional Paid in Capital 4,211,584 4,062,528
Accumulated Deficit (4,217,813) (4,071,122)
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Total Stockholders' Deficit 38,581 (61,422)
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Total Liabilities and Stockholders' Deficit $ 38,581 $ 35,971
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Victor Industries, Inc.
Comparative Statement of Operations
For the three months ended March 31, 2003 and March 31,2002
(See Footnotes Below)
Period from Period from
January 1, 2003 January 1, 2002
to March 31, 2003 to March 31, 2002
(Unaudited) (Unaudited)
-------------------------------------------------------------------------------
Revenue $ - $ -
Total Revenue - -
----------------------------------------------------------------------------
Costs and Expenses
Selling and administrative 86,007 80,528
Interest - 201
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Total Costs and Expenses 86,007 80,728
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Net Loss (86,007) (80,728)
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Retained Deficit at Beginning
of Period $ (4,071,122) (3,534,865)
Retained Deficit at End of Period (4,131,806) (3,615,593)
Loss Per Share- Basic and Diluted (0.00) (0.00)
Weighted average shares outstanding 95,800,092 80,728,000
Victor Industries, Inc. Comparative Statement of Cash Flows
For the three months ended March 31, 2003 and March 31,2002
(See Footnotes Below)
Period from Period from
January 1, 2003 January 1, 2002
to March 31, 2003 to March 31, 2002
(Unaudited) (Unaudited)
-------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (86,007) $ (80,728)
Stock issued in payment of services 65,000 -
Net cash used by operating activities (21,007) (80,728)
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Increase (decrease) in Liabilities
Accounts Payable and
Accrued Liabilities 147 (2,824)
-------------------------------------------------------------------------------
Cash Applied to Operating Activities (20,860) (83,552)
CASH FLOWS FROM INVESTING ACTIVITIES:
Provided (Used) by
Investing Activities - (2,202)
Net cash used by
investing activities - (2,202)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (Repayments) from
Shareholder Loans 20,765 (16,089)
Net cash provided by
financing activities 20,765 (16,089)
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Net increase (decrease) in cash and
cash equivalents (95) (101,843)
Cash (overdraft) at beginning of period (239) (166,409)
-------------------------------------------------------------------------------
Cash (overdraft) at end of period $ (334) 64,566
NONCASH INVESTING AND FINANCING ACTIVITIES:
Stock Issued for payment of
Shareholder loans $65,000 $ -
Victor Industries, Inc. Notes to Financial Statements (Unaudited)
1. ACCOUNTING POLICIES AND OPERATIONS
Organization
Victor Industries, Inc., was incorporated on January 19, 1926 as Omo Mines
Corporation under the Laws of the State of Idaho. On November 14, 1936, the name
was changed to Kaslo Mines Corporation. On December 24, 1977, the name was
changed to Victor Industries, Inc. The Company's fiscal year ends on December
31st.
Nature of Business
The company was originally organized to purchase and develop mining properties.
On December 31, 1988, the Company sold assets, net of liabilities, and the
Company became inactive. In 1993, the Company began zeolite mining and marketing
operations.
Zeolite is an ammonia absorbent, air purifier and hazardous waste absorbent. The
Company is presently developing a product using zeolite which can be used in
fertilizer to reduce pollution of streams and rivers. A patent has been applied
for on a preliminary basis. The Company extracts zeolite by utilizing
independent contractors at a property in Owhyee County, Idaho. Private
contractors do the milling, manufacturing and packaging. The Company does not
own any mining or manufacturing equipment or facilities and has realized no
revenues.The Company owns mineral claims, as evidenced by right of title with
the Bureau of Land Management, two of which are located in Pershing County,
Nevada, which have not been developed and two zeolite claims in Owhyee County,
Idaho.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
amounts of assets and liabilities in the financial statements do not purport to
represent realizable or settlement values. However, the company has incurred
continuing operating losses and has an accumulated deficit of $4,217,813 and
negative working capital as of December 31, 2002. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The company has met its historical working
capital requirements from sale of capital shares and loans from shareholders.
However, there can be no assurance that such financial support shall be ongoing
or available on terms or conditions acceptable to the Company.
Unaudited Interim Financial Information
The accompanying interim balance sheet as of March 31, 2003 and the statements
of operations and cash flow for the three month period ended March 31, 2003,
together with the related notes are unaudited and, in the opinion of management,
include all normal recurring adjustments that the Company considers necessary.
Certain information and note disclosures normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. A more complete description
of accounting policies and disclosures is include in the Company's annual report
on Form 10-KSB.
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles management is required to make estimates and assumptions
that effect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenue and expenses during the reported period. Actual results could differ
from those estimates.
Loss Per Common Share
Statement of Financial Accounting Standard No. 128 provides a different method
of calculating earnings per share than currently used in accordance with ABP 15,
Earnings Per share. Basic earnings per share includes no dilution of earnings
per share. Basic earnings per share includes no dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the earnings of the
entity, similar to fully diluted earnings per share. SFAS 128 is effective for
fiscal years and interim periods after December 15, 1997.
Stock-Based Compensation
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," establishes and encourages the use of the fair value
based method of accounting for stock-based compensation arrangements under which
compensation cost is determined using the fair value of stock-based compensation
determined as of the date of grant and is recognized over the periods in which
the related services are rendered. The statement also permits companies to elect
to continue using the current implicit value accounting method specified in
Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," to account for stock-based compensation.
The Company determined that it will not change to the fair value method and will
continue to use the implicit value based method for stock options issued to
employees and has disclosed the pro forma effect of using the fair value based
method to account for its stock-based compensation.
Issuance of Stock for Services
Shares of the Company's common stock issued for services are recorded in
accordance with Statement of Financial Accounting Standards No. 123 "Accounting
for Stock Based Compensation" , at the fair market value of the stock issued or
the fair market value of the services provided, whichever is the more clearly
evident.
CAPITAL STRUCTURE
In the second quarter of 2002, the Company changed its par value per share from
$0.05 to $0.0001 per share resulting in a $3,380,500 charge to common stock and
a credit to paid in capital.
During the year 2002, the Company issued 34,175,000 shares of common stock to
various individuals and companies for goods and services rendered at an par
value of $.0001 per share. At December 31, 2002 there were no stock options or
warrants outstanding.
During the year 2002 the Company sold 2,200,000 shares of common stock at $0.01
per share and 2,000,000 shares at $0.004 per share. In addition the Company sold
15,000,000 shares at $0.005 per share carrying the sale as a subscription
receivable.
During the first quarter of 2003 the Company issued 13,000,000 shares, at $0.005
per share equaling $65,000, of its common stock as payment of shareholder loans.
4. RELATED PARTY TRANSACTIONS
During 2002, Penny Sperry, CEO and Director was issued 4,750,000 shares of
common stock in payment of $95,000 of her outstanding loan balance. It is
anticipated that this amount will be repaid within 2002. Blue Rock minerals, a
related party is indebted to the Company in the amounts of $30,358 as
of March 31, 2003.
In addition, in the three-month period ending March 31, 2003, Penny Sperry was
issued 13,000,000 shares, at $0.005 per share equaling $65,000, as payment on
her outstanding loan balance. Also during this same period, she paid legal fees,
equaling $65,000, on behalf of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The financial information set forth in the following discussion should be read
in conjunction with, and qualified in its entirety by, the financial statements
of the Company included elsewhere herein.
BUSINESS
Victor Industries, Inc. was originally organized under the laws of the State of
Idaho on January 19, 1926 under the name of Omo Mining and Leasing Corporation.
The Company was renamed Omo Mines Corporation on January 19, 1929. The name was
changed again on November 14, 1936 to Kaslo Mines Corporation and finally Victor
Industries, Inc. on December 24, 1977.
We have not recorded any significant revenue for the past two years and there is
substantial doubt about us continuing as a going concern as expressed by our
auditors in their audit report as of December 31, 2002 without funding to
develop assets and profitable operations.
We intend to be engaged in the sale and distribution of various forms of zeolite
products. Our plan is to contract with independent contractors to mine and
transport zeolite from properties the contractors own or lease to a contract
milling and packaging facility. We plan to then market the packaged and bulk
ordered zeolite through distributors and under distributor's private labels.
Our current product plans center on products related to the use of the mineral
known as zeolite. Zeolites have the unique distinction of being natures only
negatively charged mineral. Zeolites are useful for metal and toxic chemical
absorbents, water softeners, gas absorbents, radiation absorbents and soil and
fertilizer amendments. Clinoptilolite, one type of natural zeolite, is our
primary focus. Clinoptilolite's absorption capabilities of ammonia provide a
number of applications in the agricultural industry. We are primarily focusing
on two zeolite compounds in order to produce revenue. We believe that the two
primary sources of nitrate and phosphate pollution are fertilizers and large
animal feeding operations.
Our first product will utilize zeolite for slow released fertilizer. We have
filed a patent application for a new zeolite proprietary fertilizer compound
called ENVIROLIZER. We have not received any comments from the U.S. Patent
Office as of the date of this filing. This compound is formulated around a
demand driven release of nutrients.
We intend to market our proprietary compound solutions to the golf course and
horticulture industries. We cannot give any assurance that we will be able to
compete or generate sales in these markets.
ENVIROLIZER was formulated around the use of zeolite to absorb the ammonia that
is released by animal discharge from large animal feeding operations. We will
then utilize the nutrients from the absorption process and turn it into a slow
demand release fertilizer. We believe that wide spread use of our absorption
process will significantly reduce pollution from these feeding operations while
reducing the leaching of nitrates and phosphates into the ground water. Because
of the absorption capabilities of zeolite, we believe that our fertilizer
compound will work effectively for up to three years, depending on the type of
crop or plants being fertilized, thereby reducing the need for multiple
fertilizer applications every year. The ENVIROLIZER fertilizer compound is
expected to absorb up to 45% of its weight in water and slowly release it when
the soil begins to dry thus reducing the irrigation cycle. We cannot give any
assurances that we will be successful in receiving a patent for our compound or
that we will be able to produce a marketable or profitable product. The fourth
quarter ending December 31, 2002 marked the first quarter of revenue for Victor
Industries, Inc. The distributors responsible for the sales in the fourth
quarter failed to produce an acceptable amount of sales in the opinion of
management. Despite advertising on KFI-AM in Los Angeles there was no revenue
produced during the winter months. This prompted the management to locate The
Lawn & Garden Performance Group and engage Rick Pontz to market ENVIROLIZERtm
throughout North America.
Presently, The Lawn & Garden Performance Group has contacted large retailers,
distributors, television marketing organizations, and other marketing
organizations.
Marketing a new product is a lengthy process with significant risks, there can
be no assurance that the Company will be successful in its efforts.
The Company plans a series of new products to enhance its product line. It is
easier to add to a product line once a distribution channel has successfully
been established.
In the Fourth Quarter of 2002, the Company investigated acquiring businesses
outside of the Company's stated business focus. Throughout the third and fourth
calendar quarters of 2002, the Company was contacted by various parties
("Acquisition Candidates") that were interested in being acquired by Victor
Industries, Inc. In November of 2002, the Company management decided to begin
discussions with a number of the aforementioned Acquisition Candidates that had
expressed an interest in being acquired by Victor Industries, Inc. As of
March 31, 2003, the Company had not reached in definitive agreements with any
of the Acquisition Candidates.
Product Liability Insurance
We carry no direct product liability insurance, relying instead on the coverage
maintained by our distributors and manufacturing sources from whom we obtains
product. There is no assurance that this insurance will adequately cover any
liability claims brought against us. There also can be no assurance that we will
be able to obtain our own liability insurance (should we seek to do so) on
economically feasible terms. Our failure to maintain our own liability insurance
could materially adversely affect our ability to sell our products in the
future. Although no product liability claims have been brought against us to
date, if there were any such claims brought against us, the cost of defending
against such claims and any damages paid by us in connection with such claims
could have a materially adverse impact upon us, including our financial
position, results of operations and cash flows.
Competition and Difficulties in Marketing Products.
There is tremendous competition in the home and garden fertilizer business. Many
of the leading companies have well established brands that consumers are
familiar with, and which consumers have successfully used in the past. Many of
our competitors are large, well financed organizations that have significant
distribution channels already in place. It is very challenging for the Company
to establish a new distribution channel for a new product and it is equally
difficult to market a new product to consumers who have never used the product.
We may not be successful in establishing a market for our product.
Research and Development
The Company is currently not conducting any research programs on its products.
There are no plans to engage in further research of ENVIROLIZER's uses and
benefits.
Government Regulation
We do not currently hold any patents, trademarks, licenses, franchises,
concessions or royalty agreements. There are no labor contracts and no union
agreements. We have filed a patent application for our fertilizer product but
have not received any comments from the patent office.
We do not anticipate significant delays in government approval to operate.
Zeolite has received a GRAS (generally regarded as safe) rating from the federal
government. The zeolite mines that we contract with are fully permitted and have
operated in each of the last five years. If government approval was withheld
from one of the sources of raw material we believe we could access supplies from
other operators.
If funding becomes available to the Company, we may develop our own zeolite mine
and install the milling and bagging equipment necessary to operate
independently. We cannot assure you that such funding will materialize.
The costs and effects of compliance with environmental laws (federal, state and
local) are not born directly by us but through the costs imposed on the contract
miners. Increased costs to the mines will result in higher costs of the raw
material we purchase.
Property
We do not presently own any real property.
We currently pay $500 per month rent to our Treasurer for the Company office
space.
The Company holds four mining claims. The cost of holding these claims is
approximately $400 per year. Two of the mining claims are potential gold claims,
however, no work has been undertaken by the Company to determine their value.
The two remaining mining claims are zeolite claims. Substantial work has been
done by the previous claimant, Allied Chemical, on these claims. Although
Company management believes the reserves in its mining claims are substantial
(based on work done on these claims by Allied Chemical) and in spite of the fact
that the Company has been given a mining permit for the property; however, given
the price of zeolite in the current market, and the Company does not intend to
invest capital to mine its claims.
Employees
We currently have no full time employees. We rely on independent contractors to
handle the mining operations. We intend to employ independent distributors for
sales efforts, as well as mining, milling and packaging. Our directors have no
contract with the Company and are receiving no pay at the present. The directors
have agreed to work for no pay until we have achieved positive cash flow from
operations. There is no deferment or liability being accrued by us under this
arrangement.
Our directors have no contract with the Company and are receiving no pay at the
present. The directors have agreed to work for no pay until we have achieved
positive cash flow from operations. There is no deferment of compensation or
liability being accrued by the Company under this arrangement.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
The following analysis of historical financial condition and results of
operations are not necessarily reflective of the on-going operations of the
Company.
Overall Operating Results
We did not have any zeolite sales for the quarters ended March 31, 2003 or March
31, 2002. We anticipate that increased marketing efforts and the successful
approval of our patent for the fertilizer compound in the future will generate
the required revenues to sustain our anticipated growth. There can be no
assurances that such sales will occur or that our patent application will be
approved.
Operating expenses were $86,007 for the current quarter. These expenses were
incurred primarily for the following reasons:
- Legal fees of $65,000 incurred for the annual audit and bookkeeping
services.
- Accounting fees of $4,670 incurred primarily in conjunction with the
aforementioned SEC investigation.
- Business consulting fees of $9,800.
- Advertising, promotion and related travel expenses of $4,542.
We incurred a net loss for the current quarter of $86,007 as compared to a net
loss of $80,728 for the comparable prior year quarter. These losses were
attributable to the aforementioned operating expenses.
Liquidity and Capital Resources
We have been financed through related parties and a convertible note offering as
there has been no substantial revenue generated to date. During the quarter
ended March 31, 2003 the Company received $20,850 in loans from Penny Sperry, a
major shareholder and the Company's Chairman and CEO.
We will need additional financing in order to implement our business plan and
continue as a going concern. We do not currently have a source for any
additional financing and we cannot give any assurances that we will be able to
secure any financing.
Inflation
Our results of operations have not been affected by inflation and we do not
expect inflation to have a significant effect on its operations in the future.
Forward-Looking Information
From time to time, we or our representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by us with the Securities and Exchange Commission. Words or
phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements". Such statements are qualified
in their entirety by reference to and are accompanied by the above discussion of
certain important factors that could cause actual results to differ materially
from such forward-looking statements.
Management is currently unaware of any trends or conditions other than those
previously mentioned in the management's discussion and analysis that could have
a material adverse effect on the Company's consolidated financial position,
future results of operations, or liquidity. However, investors should also be
aware of factors that could have a negative impact on the Company's prospects
and the consistency of progress in the areas of revenue generation, liquidity,
and generation of capital resources. These include: (i) variations in revenue,
(ii) possible inability to attract investors for its equity securities or
otherwise raise adequate funds from any source should the Company seek to do so,
(iii) increased governmental regulation, (iv) increased competition, (v)
unfavorable outcomes to litigation involving the Company or to which the Company
may become a party in the future and, (vi) a very competitive and rapidly
changing operating environment.
The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.
The risks identified here are not all inclusive. New risk factors emerge from
time to time and it is not possible for us to predict all of such risk factors,
nor can we assess the impact of all such risk factors on our business or the
extent to which any factor or combination of factors may cause actual results to
differ materially from those contained in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results.
PART II
ITEM 1. LEGAL PROCEEDINGS
February 21, 2002, the U.S. Securities and Exchange Commission filed an action
against the Company, certain shareholders and related parties. This action
claimed certain illegal acts by the shareholders and related parties. A consent
decree was signed to settle the matter and allow the Company to continue its
business operations. Legal counsel for the Company is of the opinion that this
action will have no material financial effect on the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports on Form 8-K. None
Victor Industries, Incorporated
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VICTOR INDUSTRIES, INCORPORATED
---------------------------------
(Registrant)
/s/ Penny Sperry
Date: May 20, 2003 By: Penny Sperry
Chairman of the Board of Directors, CEO and CFO
(Principal Accounting Officer)
Victor Industries, Incorporated
CERTIFICATION PURSUANT TO
THE SARBANES-OXLEY ACT OF 2002
I, Penny Sperry, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Victor Industries,
Incorporated;
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 certifying officers 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 certifying officer has disclosed, based on his most recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or person 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 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: May 20, 2003
/s/Penny Sperry
Penny Sperry
Chairman, CEO and CFO