UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
Commission file number 033-19992-LA
NATIONAL EQUITIES HOLDINGS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 76-0539342
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
21800 I-45 North,
Spring, Texas 77373
(Address of principal executive offices) (Zip Code)
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Telephone: (281) 414-8172
(Registrant's telephone no., including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.001
PAR VALUE
Indicate by check mark whether the Issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 [ ] No [ X ]
Number of shares of the registrant's common stock outstanding as of April 8, 2003 was 39,785,426.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
[ x ] Yes [ ] No
Transactional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
NATIONAL EQUITIES HOLDINGS, INC.
FORM 10-QSB
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
------------------------------
Item 1 - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3 - Item 307 of Regulation S-B
PART II - OTHER INFORMATION
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Item 2 - Changes in Securities and Use of Proceeds
SIGNATURES
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NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
TABLE OF CONTENTS
Unaudited Condensed Financial Statements:
Unaudited Condensed Balance Sheet as of September 30, 2002 and December 31, 2001 3
Unaudited Condensed Statement of Operations for the three months and nine months ended September 30, 2002 and 2001 4
Unaudited Condensed Statement of Stockholders' Deficit for the nine months ended September 30, 2002 5
Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2002 and 2001 6
Notes to Unaudited Condensed Financial Statements 7
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
BALANCE SHEET
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
__________
SEPTEMBER 30, DECEMBER 31,
2002 2001
ASSETS (UNAUDITED) (NOTE)
------ --------------- --------------
Current assets:
Cash $ 1,307 $ -
--------------- --------------
Total current assets 1,307 -
--------------- --------------
Total assets $ 1,307 $ -
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current liabilities:
Accounts payable $ 572,745 $ 570,935
Accrued liabilities 116,485 116,485
Convertible debentures 11,145 11,145
Notes payable to related party 44,910 -
--------------- --------------
Total current liabilities 745,285 698,565
--------------- --------------
Commitments and contingencies
Stockholders' deficit:
Preferred stock: $.001 par value; 1,000,000 shares
authorized - -
Common stock: $.001 par value; 49,000,000 shares
authorized; 40,205,426 and 39,788,676 shares issued
and outstanding at September 30, 2002 and December 31,
2001, respectively 40,206 39,789
Additional paid-in capital 9,600,373 9,596,622
Accumulated deficit (10,384,557) (10,334,976)
--------------- --------------
Total stockholders' deficit (743,978) (698,565)
--------------- --------------
Total liabilities and stockholders' deficit $ 1,307 $ -
=============== ==============
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Note: The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The accompanying notes are an integral part of these unaudited condensed financial statements.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
__________
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- -------------------------
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
--------------- -------------- ------------ -----------
Revenues $ - $ - $ - $ -
General and administrative
expenses (32,496) - (49,581) -
--------------- -------------- ------------ -----------
Net loss $ (32,496) $ - $ (49,581) $ -
=============== ============== ============ ===========
Basic and diluted income per
common share $ (0.00) $ - $ (0.00) $ -
=============== ============== ============ ===========
Weighted average common shares 40,166,820 39,788,676 39,916,109 39,788,676
=============== ============== ============ ===========
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The accompanying notes are an integral part of these unaudited condensed financial statements.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
__________
TOTAL
ADDITIONAL STOCKHOLDERS'
COMMON STOCK PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
---------- ------- ---------- ------------- ----------
Balance at
December 31, 2001 39,788,676 $39,789 $9,596,622 $(10,334,976) $(698,565)
Issuance of stock for
compensation 416,750 417 3,751 - 4,168
Net loss - - - (49,581) (49,581)
---------- ------- ---------- ------------- ----------
Balance at
June 30, 2002 40,205,426 $40,206 $9,600,373 $(10,384,557) $(743,978)
========== ======= ========== ============= ==========
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The accompanying notes are an integral part of these unaudited condensed financial statements.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
__________
NINE MONTHS ENDED
----------------
SEPTEMBER 30,
2002 2001
--------- -----
Cash flows from operating activities:
Net loss $(49,581) $ -
Adjustments to reconcile net income to net cash
used in operating activities:
Issuance of stock for compensation 4,168 -
Increase in accounts payable and accrued liabilities 1,810 -
--------- -----
Net cash used in operating activities (43,603) -
--------- -----
Cash flows from financing activities:
Proceeds from notes payable to related party 44,910 -
--------- -----
Net cash provided by financing activities 44,910 -
--------- -----
Net increase in cash and cash equivalents 1,307 -
Cash and cash equivalents at beginning of period - -
--------- -----
Cash and cash equivalents at end of period $ 1,307 $ -
========= =====
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The accompanying notes are an integral part of these unaudited condensed financial statements.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
National Equities Holdings, Inc.(the "Company") is a Delaware corporation that currently has no significant business activities but is engaged in an effort to emerge from bankruptcy proceedings that were filed in August 1999. On December 20, 2001, the Company obtained an order dismissing the bankruptcy and the Company now plans to resume oil and gas exploration and production activities. The Company is a development stage enterprise because it currently has no significant operations or assets and is devoting substantially all its efforts to a search for capital resources and business development activities. December 20, 2001 is considered the inception of the development stage for financial reporting purpose because that date was the date on which bankruptcy proceedings were dismissed by the bankruptcy courts and the Company began to focus on future activities.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. These estimates mainly involve the useful lives of property and equipment, the impairment of unproved oil and gas properties, the valuation of deferred tax assets and the realizability of accounts receivable.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2002 and 2001 are not necessarily indicative of the results that may be expected for the respective full years.
A summary of the Company's significant accounting policies and other information necessary to understand these consolidated interim financial statements is presented in the Company's audited financial statements for the years ended December 31, 2001 and 2000. Accordingly, the Company's audited financial statements should be read in connection with these financial statements.
Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. During the years ended December 31, 2001 and 2000, the Company did not have significant operations, but remained in a negative financial position based on negative prior year operations.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
The Company's negative operating results from prior years have produced a working capital deficit of $(698,565) and a stockholders' deficit of $(698,565) at December 31, 2001, and the Company's negative financial results have continued in the nine months ended September 30, 2002. Additionally, the Company is severely delinquent on various accounts payable. Management is working with vendors to resolve old outstanding balances, however, the results of these actions cannot be predicted. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company's future strategic plans are currently being developed, but may include private placements of the Company's common stock and the exchange of common stock for settlement of vendor accounts. There can be no assurance that any of the plans developed by the Company will produce cash flows sufficient to overcome current liquidity problems.
The Company's long-term viability as a going concern is dependent on certain key factors, as follows:
- The Company's ability to obtain adequate sources of outside financing to support its emergence from bankruptcy proceedings and its efforts to move forward with oil and gas exploration and production activities.
- The Company's ability to locate, prove and produce from economically viable oil and gas reserves.
- The Company's ability to ultimately achieve adequate profitability and cash flows to sustain continuing operations.
The Company has incurred losses since its inception and, therefore, has not been subject to federal income taxes. As of September 30, 2002, the Company had net operating loss ("NOL") carryforwards for income tax purposes of approximately $10,000,000 which expire in various tax years through 2021. Under the provisions of Section 382 of the Internal Revenue Code, ownership changes in the Company in 1997 and again in 2001 will severely limit the Company's ability to utilize its NOL carryforward to reduce future taxable income and related tax liabilities. Additionally, because United States tax laws limit the time during which NOL carryforwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOL for federal income tax purposes should the Company generate taxable income.
During the nine months ended September 30, 2002, the Company obtained proceeds under notes payable to a related party totaling $44,910. The notes are due upon demand and are uncollateralized.
NATIONAL EQUITIES HOLDINGS, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
During the nine months ended September 30, 2002, the Company issued 416,750 shares of common stock in exchange for services. These shares were issued to various consultants and resulted in compensation expense of $4,168 during the nine months ended September 30, 2002. Such compensation expense is presented in general and administrative expenses in the accompanying statement of operations.
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the company are set forth beginning on page F-1.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in our audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31, 2001. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.
GENERAL
The company experienced dramatic changes during the fiscal year ended 2001. The Company was restructured after settlement of legal disputes and the dismissal of Chapter 7 Bankruptcy proceedings. The restructuring plan involved a change in company control, a change in management, divestiture of uneconomical oil and natural gas properties, a significant write off of impaired assets and a change in company focus. The Company has completed all of these steps, but has not initiated new continuing operating activities . The Company is a development stage enterprise because it currently has no significant operations or assets and is devoting substantially all its efforts to a search for capital resources and business development activities. The Company reported no revenue in 2001 or 2000 or in the interim period ended September 30, 2002.
RESULTS OF OPERATIONS
There were no operations. However, the Company obtaining funding in the form of a note payable to a major stockholder, with the proceeds used to pay current payables. The Company is currently evaluating energy prospects and has incurred some expense in relation to this endeavor.
The Company is currently a development stage corporation. Our business plan includes focusing on oil and natural gas investments for 2002 and the foreseeable future. The Company is currently in a start-up phase and has no material amount of funds from which we can satisfy any cash requirements to commence operations. There has been no revenue for the past two years. Our year-end financial statements and the report of our independent auditor contain a going concern qualification. This means that because we have had little or no operations to date, and because we have little or no tangible assets or financial resources, and have incurred losses since inception, there is substantial doubt about our ability to continue as a going concern.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2002 TO NINE MONTHS ENDED
SEPTEMBER 30, 2001.
The increase in the net loss of $(32,496) for the quarter ended September 30, 2002 compared to $(-0-) for the quarter ended September 30, 2001 is due to costs associated with the evaluation of energy prospects and start-up costs.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2002 TO NINE MONTHS ENDED
SEPTEMBER 30, 2001.
The increase in the net loss of $(32,496) for the nine months ended September 30, 2002 compared to $(-0-) for the nine months ended September 30, 2001 is due to costs associated with the evaluation of energy prospects and costs associated with starting the company.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, based on limited operations we are in a negative financial position with both negative working capital and a stockholders' deficit of $743,978.
The Company has no assets and liabilities owed from the expenses incurred prior to the restructuring. The Company needs an additional $10,000 to sustain its operations through the year. We anticipate the need to raise these funds, either by borrowing the funds or through equity financing, in order to commence principal operations.
GOING CONCERN
The Company's negative operating results from prior years have produced a working capital deficit of $(743,978) and a stockholders' deficit of $(743,978) at September 30, 2002. Additionally, the Company is severely delinquent on various accounts payable. Management is working with vendors to resolve old outstanding balances, however, the results of these actions cannot be predicted. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company's future strategic plans are currently being developed, but may include private placements of the Company's common stock and the exchange of common stock for settlement of vendor accounts. There can be no assurance that any of the plans developed by the Company will produce cash flows sufficient to overcome current liquidity problems.
The Company's long-term viability as a going concern is dependent on certain key factors, as follows:
- The Company's ability to obtain adequate sources of outside financing
to support its emergence from bankruptcy proceedings and its efforts
to move forward with oil and gas exploration and production
activities.
- The Company's ability to locate, prove and produce from economically
viable oil and gas reserves.
- The Company's ability to ultimately achieve adequate profitability and
cash flows to sustain continuing operations.
FORWARD-LOOKING INFORMATION-GENERAL
The statements contained herein and other information contained in this report may be based, in part, on management's estimates, projections, plans and judgments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Additionally, these statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, the Company's dependence on limited cash resources, its dependence on certain key personnel within the Company, and its ability to raise additional capital. The Company's ability to generate long-term value for the common stockholder is dependent upon the acquisition of profitable energy prospects. There are many companies participating in the oil and gas industry, many with resources greater than the Company. Greater competition for profitable operations can increase prices and make it more difficult to acquire assets at reasonable multiples of cash flow. The Company believes that it will be able to compete in this environment and will be able to find attractive investments; however, it is not possible to predict competition or the effect this will have on the Company's operations. The Company's operations are also significantly affected by factors, which are outside the control of the Company, including the prices of oil and natural gas, environmental and governmental regulations. Accordingly, actual results may differ, possibly materially, from the predictions contained herein.
ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Bill Knollenberg, our President, Chairman of the Board, Chief Financial Officer and Director, has concluded that our disclosure controls and procedures are appropriate and effective. He has evaluated these controls and procedures as of a date within 90 days of the filing date of this report on Form 10-QSB. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II
Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5 are omitted.
ITEM 2. CHANGES IN SECURITIES
The following information sets forth certain information for all securities the Company issued from July 1, 2002 through September 30, 2002, in transactions without registration under the Act. There were no underwriters in any of these transactions, nor were any sales commissions paid thereon. The securities were issued pursuant to Section 4(2) of the Act.
A total of 416,750 shares were issued for payment in-kind for services rendered from three persons. We valued these transactions at $4,168.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on its behalf by the undersigned, there unto duly authorized, in the City of Houston, Texas, on April 8, 2003.
NATIONAL EQUITIES HOLDINGS, INC.
By: /s/ Bill Knollenberg Date: April 8, 2003
-------------------------
Bill Knollenberg,
President, Chairman of the Board,
Chief Financial Officer and Director
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CERTIFICATIONS
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Bill Knollenberg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of National Equities Holdings, 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 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 functions):
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 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: April 8, 2003 /s/ Bill Knollenberg -------------------- Bill Knollenberg President |
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Bill Knollenberg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of National Equities Holdings, 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 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 functions):
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 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: April 8, 2003 /s/ Bill Knollenberg -------------------- Bill Knollenberg Chief Financial Officer |
I, Bill Knollenberg, the President and Chief Financial Officer of National Equities Holdings, Inc. hereby certify that to my knowledge, National Equities Corporation's periodic report on Form 10-QSB for the period ended September 30, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the periodic report on Form 10-QSB and the financial statements contained therein fairly presents, in all material respects, the financial condition and results of the operations of National Equities Corporation.
Date: April 8, 2003 /s/ Bill Knollenberg
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Bill Knollenberg,
President of
National Equities Corporation
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I, Bill Knollenberg the President and Chief Financial Officer of National Equities Holdings, Inc. hereby certify that to my knowledge, National Equities Corporation's periodic report on Form 10-QSB for the period ended September 30, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the periodic report on Form 10-QSB and the financial statements contained therein fairly presents, in all material respects, the financial condition and results of the operations of National Equities Corporation.
Date: April 8, 2003 /s/ Bill Knollenberg
----------------
Bill Knollenberg,
Chief Financial Officer of
National Equities Corporation
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