UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for Quarterly Period Ended June 30, 2002
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from ___________ to _________
Commission File Number 333-70663
CONNECTIVCORP
(formerly known as Spinrocket.com, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 06-1529524
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
750 Lexington Avenue, 24th Floor, New York, New York 10022
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(Address of principal executive offices, Zip Code)
(212) 750-5858
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
The number of outstanding shares of the registrant's common stock, par value
$.001 as of August 13, 2002 is 10,286,966.
CONNECTIVCORP AND SUBSIDIARIES
FORM 10-QSB
SIX ANDTHREE MONTHS ENDED JUNE 30, 2002
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet 3
Consolidated Statements of Operations for the six months
ended June 30, 2002 and 2001 4
Consolidated Statements of Operations for the three months
ended June 30, 2002 and 2001 5
Consolidated Statements of Cash Flows 6
Notes To Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
ConnectivCorp
Consolidated Balance Sheet
(Unaudited)
June 30,
2002
-------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 89,604
Prepaid expenses 3,067
-------------
Total Assets $ 92,671
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 180,780
-------------
Total Current Liabilities 180,780
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock, $.001 par value
10,000,000 shares authorized, Series D, none issued -
Common Stock, $.001 per value
40,000,000 shares authorized, 8,261,966 issued and outstanding 10,287
Additional paid in capital 19,543,616
Accumulated deficit (19,642,01)
-------------
Total Stockholders' Equity (88,109)
-------------
Total Liabilities and Stockholders' Equity $ 92,671
=============
The accompanying notes are an integral part of these consolidated statements.
ConnectivCorp
Consolidated Statements of Operations
For the Six Months Ended June 30,
(Unaudited)
2002 2001
----------- -----------
Revenues $ 3,500 $ -
----------- -----------
General and administrative expenses (574,079) (1,751,637)
----------- -----------
Operating loss (570,579) (1,751,637)
Interest income 532 32,791
----------- -----------
Net loss $ (570,047) $(1,718,846)
=========== ===========
Net loss per common share- basic and diluted $ (0.08) $ (0.80)
=========== ===========
Weighted average shares outstanding:
basic and diluted 7,228,449 2,153,216
=========== ===========
The accompanying notes are an integral part of these consolidated statements.
ConnectivCorp
Consolidated Statements of Operations
For the Three Months Ended June 30,
(Unaudited)
2002 2001
----------- -----------
Revenues $ - $ -
General and administrative expenses (283,421) (657,132)
------------ -----------
Operating loss (283,421) (657,132)
Interest income 379 12,626
----------- -----------
Net loss $ (283,042) $ (644,506)
=========== ===========
Net loss per common share- basic and diluted $ (0.03) $ (0.30)
=========== ===========
Weighted average shares outstanding:
basic and diluted 10,204,548 2,153,216
=========== ===========
The accompanying notes are an integral part of these consolidated statements.
CONNECTIVCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
(Unaudited)
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (570,047) $(1,718,846)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization - 501,350
Stock-based compensation 153,872 89,727
Changes in assets and liabilities:
Prepaid expenses (3,067) 18,970
Accounts payable and accrued expenses 121,485 (140,726)
Net cash used in operating activities (297,757) (1,249,525)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 297,500 -
------------ ------------
Net cash provided by financing activities 297,500 -
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (257) (1,249,525)
CASH AND CASH EQUIVALENTS, beginning of period 89,861 1,818,631
CASH AND CASH EQUIVALENTS, end of period $ 89,604 $ 569,106
============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued in satisfaction of accounts payable $ 42,292 $ -
============ ============
The accompanying notes are an integral part of these consolidated statements.
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2002
Note 1 - Basis of Presentation
As used in these financial statements, the term the "Company" refers to
ConnectivCorp and its consolidated subsidiaries.
The accompanying unaudited consolidated financial statements of the Company
have been prepared pursuant to the rules of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with U.S. generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-KSB. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments,
which are of a normal recurring nature, necessary for a fair presentation
of the results for the periods presented.
The results of operations presented for the six months and three months
ended June 30, 2002, are not necessarily indicative of the results to be
expected for the year ending December 31, 2002.
Note 2 - Net Loss Per Common Share
Basic net loss per common share ("Basic EPS") is computed by dividing net
loss by the weighted average number of common shares outstanding. Diluted
net income per common share ("Diluted EPS") is computed by dividing net
income by the weighted average number of common shares and dilutive common
share equivalents then outstanding.
Basic and Diluted EPS are the same for the six months and three months
ended June 30, 2002 and 2001, as Diluted EPS does not include the impact of
stock options and warrants then outstanding, as the effect of their
inclusion would be antidilutive.
The following table summarizes the equivalent number of common shares
assuming the related options and warrants that were outstanding as of June
30, 2002 and 2001 had been converted. These were not included in the
calculation of diluted loss per share, as such shares are antidilutive:
2002 2001
----------- -----------
Stock options - 29,322
Warrants 146,608 146,608
----------- -----------
Common Stock Equivalents 146,608 175,930
=========== ===========
Options to purchase 10,333 and 479,613 shares of common stock, and warrants to
purchase 26,863 and 387,911 shares of common stock for the six months ended June
30, 2002 and 2001, respectively, were not included in the above table because
the exercise price of those options and warrants were greater than the average
market price of the common shares. The options and warrants were still
outstanding at the end of the period.
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2002
Note 3 - Common Stock
During the six months ended June 30, 2002, the Company raised $297,500 through
the issuance of 2,975,000 shares of the Company's Common Stock at $0.10 per
share.
The Company issued 466,250 shares of Common Stock to suppliers, employees and
consultants in exchange for any outstanding options and warrants and a release
from any future claims against the Company. As a result of the issuance, the
Company recognized $7,971 of non-cash expenses.
On March 18, 2002, 1,205,000 shares of the Company's Common Stock was issued to
officers and directors and recognized $22,475 of compensation expense.
The Company issued 2,960,000 shares of Common Stock to consultants as
compensation for services rendered in connection with the letter of intent to
acquire Aqua Development Corp. and recognized consulting expense of $58,922.
Atlantis Equities, Inc. ("Atlantis") received 2 million shares of the 2,960,000
shares of Common Stock issued to consultants. Robert Ellin, Chairman of the
Company, is a principal of Atlantis. West End Capital Partners, LLC ("WECP")
received 760,000 shares of the 2,960,000 shares of Common Stock issued to
consultants. Jeffery Kuhr, a director of the Company, is a principal in WECP.
The Company issued 500,000 shares of Common Stock to satisfy $42,292 of accounts
payable outstanding at December 31, 2002.
On March 12, 2002, the Company effected a one-for-ten reverse split of its
common stock. All references in the accompanying consolidated financial
statements and notes thereto relating to common stock and additional paid-in
capital, stock options and warrants, per share and share data have been
retroactively adjusted to reflect the one-for-ten reverse stock split.
Note 4 - Letter of Intent
On March 21, 2002, the Company executed a letter of intent to acquire Aqua
Development Corp., a California corporation ("Aqua"). The Company intends to
acquire Aqua in exchange for 78% of the issued and outstanding common stock in
the Company, as defined. The acquisition is contingent upon numerous factors,
including the raising of additional financing by the parties. Immediately upon
the acquisition, the Company will authorize its name to be changed to "d/b/a
Aqua Development Corp."
Capital of $2 million shall be necessary in connection with the transaction
financing, of which $1 million shall be raised by Aqua and $1 million by the
Company. Through August 19, 2002, the Company has raised approximately $350,000
of additional financing. At the signing of the Purchase Agreement, the Company
shall advance $250,000 to Aqua in the form of a secured bridge loan to be
evidenced by a note bearing interest at 12% per annum. In the event the
transaction closes, the $250,000 shall be credited to the Company as part of its
$1 million capital contribution discussed above. The Company shall be obligated
to make another $100,000 available to Aqua prior to closing on the same terms.
In the event the transaction is not consummated, the loan shall mature 90 days
after the closing date, as defined. The parties anticipate the closing shall
occur during the third quarter of 2002.
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED AND UNREVIEWED)
June 30, 2002
Note 5 - Commitments
Sublease
On January 1, 2002, the Company entered into a sublease for office space located
at 750 Lexington Avenue, New York, New York. The lease term is for the period
from January 1, 2002 through December 31, 2002, with a monthly rent of $2,500.
The office space is being leased from an entity in which the father of Robert
Ellin, Chairman of the Company, is a partner.
Employment Agreements
The Company entered into an employment contract, on March 18, 2002 with Elliot
Goldman for an initial term of one year. Mr. Goldman serves as President, Chief
Executive Officer and as a Director of the Company at an annual salary of
$150,000. However, the compensation shall accrue and no more than $200 per week
shall be paid to Mr. Goldman until such time as the Company has received at
least $1 million in proceeds from new debt and/or equity investment subsequent
the date of the agreement.
The Company entered into an employment contract, on March 18, 2002 with Robert
Ellin for an initial term of one year. Mr. Ellin serves as Chairman of the
Company at an annual salary of $150,000. However, the compensation shall accrue
and no more than $200 per week shall be paid to Mr. Ellin until such time as
the Company has received at least $1 million in proceeds from new debt and/or
equity investment subsequent the date of the agreement.
Consulting Agreement
The Company retained the services of Atlantis Equities, Inc. ("Atlantis"), a
private merchant banking and advisory firm that primarily assists emerging
growth companies, to act as its financial advisor pursuant to an Engagement
letter dated March 21, 2002 for a term of one year from March 18, 2002 and
ending on March 18, 2003. Robert Ellin, the current Chairman of the Company,
is a principal in Atlantis. In consideration for the services to be provided by
Atlantis, upon the consummation of the transactions contemplated by the letter
of intent, dated as of March 21, 2002, by and between the Company and Aqua
Development Corporation, the Company will issue shares of its common stock so
that Atlantis will own that number of shares which constitutes up to 4.0% of the
common stock then outstanding. In addition, Atlantis is to receive cash
compensation of $250,000.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's Financial Statements and the notes thereto appearing
elsewhere in this report. This report contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company cautions that forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from the
statements that constitute forward-looking statements as a result of
various factors.
The Company was incorporated in Delaware on May 8, 1998 under the name "SMD
Group, Inc." In January 1999, the Company changed its name to "CDbeat.com,
Inc." On April 19, 2000, the Company's name was changed to "Spinrocket.com,
Inc." On September 11, 2000, the Company changed its name from
Spinrocket.com, Inc. to "ConnectivCorp" because this new name better
described the Company's then strategic direction. The Company's business
model was to facilitate the online connection between targeted, profiled
consumers and marketers desiring to reach those consumers. As its initial
focus, the Company formed a new wholly-owned subsidiary, ConnectivHealth,
in order to facilitate its connectivity model in the healthcare field.
Uncertainty
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has a limited
operating history, and since its inception in 1998 has incurred substantial
losses. The Company's accumulated deficit as of June 30, 2002 is
approximately $19.6 million. To date, the Company has not generated any
significant revenue from its proposed business model, which contemplated
selling pharmaceutical and other healthcare companies access to the
Company's aggregated users. The Company incurred a net loss of
approximately $570,000 and $1.7 million for the six months ended June 30,
2002 and 2001, respectively, while cash and cash equivalents at June 30,
2002 totaled approximately $90,000. These matters raise substantial doubt
about the Company's ability to continue as a going concern. The Company's
continued existence is dependent upon several factors including the
Company's ability to raise additional equity or execute its business
strategy.
The Company has made a decision to restructure its operations. Management
has issued restricted common stock to satisfy existing trade payables and
the Company is seeking appropriate merger or acquisition partners in the
medical information or other unrelated fields. Management has agreed to
provide or arrange for short term financing of $250,000 in connection with
this effort and has effected a one for ten reverse stock split of the
Company's common stock as of March 12, 2002.
The Company's ability to operate as a going concern is dependent on its
ability to execute its restructuring and/or raise additional equity. There
can be no level of assurance that the Company will be able to achieve or
sustain any level of profitability in the future. Future operating results
will depend upon a number of factors, including the ability to raise
additional capital, the execution of the Management's restructuring plans
and prevailing economic conditions. While the Company has reduced its
operating expenses, no assurance can be given that the Company can sustain
these operating levels. Moreover, the Company has not yet generated any
meaningful revenues, and no assurance can be given that it will do so in
the future. There can be no assurance that the Company will generate
sufficient revenues to ever achieve profitability or otherwise sustain its
profitability in the future. While the Company is exploring appropriate
merger or acquisition partners in the medical information or other
unrelated fields, there can be no assurance that a transaction will be
consummated.
Letter of Intent
On March 21, 2002, the Company executed a letter of intent to acquire Aqua
Development Corp., a California corporation ("Aqua"). The Company intends
to acquire Aqua in exchange for 78% of the issued and outstanding common
stock in the Company, as defined. The acquisition is contingent upon
numerous factors,
including the raising of additional financing by the parties. Immediately
upon the acquisition, the Company will authorize its name to be changed to
"d/b/a Aqua Development Corp."
Capital of $2 million shall be necessary in connection with the transaction
financing, of which $1 million shall be raised by Aqua and $1 million by
the Company. Through May 20, 2002, the Company has raised approximately
$350,000 of additional financing. At the signing of the Purchase Agreement,
the Company shall advance $250,000 to Aqua in the form of a secured bridge
loan to be evidenced by a note bearing interest at 12% per annum. In the
event the transaction closes, the $250,000 shall be credited to the Company
as part of its $1 million capital contribution discussed above. The Company
shall be obligated to make another $100,000 available to Aqua prior to
closing on the same terms. In the event the transaction is not consummated,
the loan shall mature 90 days after the closing date, as defined. The
parties anticipate the closing shall occur during the third quarter of
2002.
The following discussion and analysis compares the results of the Company's
continuing operations for the Six and Three Months ended June 30, 2002 and
June 30, 2001.
Accounting Policies
The following accounting policies are important to an understanding of the
operating results and financial condition of the Company and should be
considered as an integral part of the financial review. For additional
accounting policies, see note 1 to the consolidated financial statements,
"Significant Accounting Policies."
Estimates and Assumptions
In preparing the financial information, the Company used some estimates and
assumptions that may affect reported amounts and disclosures. Estimates are
used when accounting for depreciation, amortization, impairment of assets
and asset valuation allowances. We are also subject to risks and
uncertainties that may cause actual results to differ from estimated
results, such as legislation, regulation and the ability to obtain
financing. Certain of these risks and uncertainties are discussed elsewhere
in Management's Discussion and Analysis.
Six Months ended June 30, 2002
The Company generated $3,500 in revenues from operations during the six
months ended June 30, 2002. The Company did not generate revenues from
operations during the six months ended June 30, 2001.
For the six months ended June 30, 2002 and 2001, the Company reported the
following:
Net loss $ (570,047) $ (1,718,846)
================= ==================
Net loss per common
share-basic and diluted $ (0.08) $ (0.80)
================= ==================
For the six months ended June 30, 2002, the Company reported a net loss of
$570,047. General and administrative expenses include expenses of
approximately $81,500 for professional fees; $150,000 for salary and
related expenses, $109,000 for consultants, $41,000 of insurance, $15,000
for rent and $64,000 for compensation costs recognized in connection with
stock options.
For the six months ended June 30, 2001, the Company reported a loss from
continuing operations of $1,718,846. General and administrative expenses
include expenses of which approximately $144,000 for professional fees;
$240,000 for salary-related expenses, $425,000 for consultants, $501,000
for amortization of acquired software, magazines and goodwill, and $90,000
for compensation costs recognized in connection with stock options issued.
Three Months ended June 30, 2002
The Company did not generate revenues from operations during the three
months ended June 30, 2002 and 2001.
For the three months ended June 30, 2002 and 2001, the Company reported the
following:
Net loss $ (283,042) $ (644,506)
================= ==================
Net loss per common
share- basic and diluted $ (0.03) $ (0.30)
================= ==================
For the three months ended June 30, 2002, the Company reported a loss from
continuing operations of $283,042. General and administrative expenses
include expenses of which approximately $73,000 for professional fees,
$89,500 for salary-related expenses and $15,000 for consultants.
For the three months ended June 30, 2001, the Company reported a loss of
$644,506. General and administrative expenses include expenses of which
approximately $86,000 for professional fees, $112,000 for salary-related
expenses, $151,000 for consultants, and $251,000 for amortization of
acquired software, magazines and goodwill.
Liquidity and Capital Resources
In the six months ended June 30, 2002, $297,757 of cash was used in
operating activities. Funds were used to pay the Company's operating
expenses. $297,500 of cash was generated through the issuance of 2,975,000
shares of common stock.
PART II -- OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
The issuance of the shares of Common Stock during the six months ended June
30, 2002 did not involve a public offering and was based on Section 4(2) of
the Securities Act of 19933, as amended.
During the six months ended June 30, 2002, the Company raised $297,500
through the issuance of 2,975,000 shares of the Company's Common Stock at
$0.10 per share to four existing shareholders and consultants.
The Company issued 466,250 shares of Common Stock to suppliers, employees
and consultants in exchange for any outstanding options and warrants and a
release from any future claims against the Company. As a result of the
issuance, the Company recognized $7,971 of non-cash expenses.
On March 18, 2002, 1,205,000 shares of the Company's Common Stock was
issued to officers and directors and recognized $22,475 of compensation
expense.
The Company issued 2,960,000 shares of Common Stock to consultants as
compensation for services rendered in connection with the letter of intent
to acquire Aqua Development Corp. and recognized consulting expense of
$58,922. Atlantis Equities, Inc. ("Atlantis") received 2 million shares of
the 2,960,000 shares of Common Stock issued to consultants. Robert Ellin,
Chairman of the Company, is a principal of Atlantis. West End Capital
Partners, LLC ("WECP") received 760,000 shares of the 2,960,000 shares of
Common Stock issued to consultants. Jeffery Kuhr, a director of the
Company, is a principal in WECP.
The Company issued 500,000 shares of Common Stock to satisfy $42,292 of
accounts payable outstanding at December 31, 2002.
On March 12, 2002, the Company effected a one-for-ten reverse split of its
common stock. All references in the accompanying consolidated financial
statements and notes thereto relating to common stock and additional
paid-in capital, stock options and warrants, per share and share data have
been retroactively adjusted to reflect the one-for-ten reverse stock split.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5 - OTHER INFORMATION
Sublease
On January 1, 2002, the Company entered into a sublease for office space
located at 750 Lexington Avenue, New York, New York. The lease term is for
the period from January 1, 2002 through December 31, 2002, with a monthly
rent of $2,500. The office space is being leased from an entity in which
the father of Robert Ellin, chairman of the Company, is a partner.
Employment Agreements
The Company entered into an employment contract, on March 18, 2002 with
Elliot Goldman for an initial term of one year. Mr. Goldman serves as
President, Chief Executive Officer and as a Director of the Company at an
annual salary of $150,000. However, the compensation shall accrue and no
more than $200 per week shall be paid to Mr. Ellin until such time as the
Company has received at least $1 million in proceeds from new debt and/or
equity investment subsequent the date of the agreement.
The Company entered into an employment contract, on March 18, 2002 with
Robert Ellin for an initial term of one year. Mr. Ellin serves as Chairman
of the Company at an annual salary of $150,000. However, the compensation
shall accrue and no more than $200 per week shall be paid to Mr. Ellin
until such time as the Company has received at least $1 million in proceeds
from new debt and/or equity investment subsequent the date of the
agreement.
Consulting Agreement
The Company retained the services of Atlantis Equities, Inc. ("Atlantis"),
a private merchant banking and advisory firm that primarily assists
emerging growth companies, to act as its financial advisor pursuant to an
Engagement letter dated March 21, 2002 for a term of one year from March
18, 2002 and ending on March 18, 2003. Robert Ellin, the current Chairman
of the Company, is a principal in Atlantis. In consideration for the
services to be provided by Atlantis, upon the consummation of the
transactions contemplated by the letter of intent, dated as of march 21,
2002, by and between the Company and Aqua Development Corporation, the
Company will issue shares of the common stock so that Atlantis will own
that number of shares which
constitutes up to 4.0% of the common stock then
outstanding, and in addition, cash compensation of $250,000.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Not applicable
(b) Reports on Form 8-K
During the quarter ended June 30, 2002, the Company filed a
Current Report on Form 8K/A, dated April 15, 2002 reporting
a change in accountants. Patrusky Mintz & Semel ("Patrusky")
was engaged as the Company's new independent accountants
replacing Arthur Andersen LLP.
CERTIFICATION AND SIGNATURE
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.
We, the undersigned chief executive officer and chief financial officer of the
registrant, hereby certify that this report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in this periodic report fairly presents, in all material
respects, the financial condition and results of operations of the issuer.
CONNECTIVCORP
Dated: August 19, 2002 by: /s/ Elliot Goldman
Elliot Goldman
President and Chief Executive Officer
(Principal Financial Officer)
Dated: August 19, 2002 by: /s/ Robert Ellin
Robert Ellin
Chairman of the Board
(Principal Executive Officer)