U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
TS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29523 73-1564807
--------- ------- ----------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
111 Hilltop Lane, Pottsboro, TX 75076
903-337-0770
-------------------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing r equirements for the past 90 days.
Yes [X] No [ ]
As of May 10, 2004, the Company had 600,015 shares of its $.001 par value
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Page
----
Balance Sheet March 31, 2004 (Unaudited) 3
Statements of Operations for the Three-Month and
Nine-Month Periods Ended March 31, 2004 and 2003 (Unaudited) 4
Statements of Cash Flows for the Nine Month Periods
Ended March 31, 2004 and 2003 (Unaudited) 5
Notes to the Financial Statements 6
2
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Balance Sheet
Unaudited
March 31,
2004
------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 84
Receivable From Affiliate 3,508
------------
Total Current Assets 3,592
------------
Total Assets $ 3,592
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 43,979
------------
Total Current Liabilities 43,979
Total Liabilities 43,979
STOCKHOLDERS' DEFICIT
Common stock - $.001 Par Value; 30,000,000 shares
authorized; 600,015 shares issued and outstanding 600
Shares To Be Issued 2,000
Additional Paid in Capital 3,693,122
Deficit Accumulated (3,736,109)
------------
Total Stockholders' Deficit (40,387)
------------
Total Liabilities and Stockholders' Deficit $ 3,592
============
The accompanying notes are an integral part of these financial statements.
3
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Statements of Operations
For the Three Month and Nine Month Periods Ended March 31, 2004 and 2003
Unaudited
Three months ended March 31, Nine months ended March 31,
----------------------------- ----------------------------
2004 2003 2004 2003
----------- ------------ ----------- -----------
REVENUES $ 18,458 $ 5,079 $ 25,775 $ 95,354
COSTS OF GOODS SOLD
Total Cost of Goods Sold 12,430 38,329 42,135 92,719
----------- ------------ --------- -----------
Gross Profit 6,028 (33,250) (16,360) 2,635
----------- ------------ --------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES
Total General and Administrative Expenses 2,526 26,205 65,028 111,722
----------- ------------ --------- -----------
Net Income (Loss) before Other
Income and Expenses $ 3,502 $ (59,455) $ (81,388) $ (109,086)
OTHER (INCOME) AND EXPENSES
Loss on Disposal of Assets and Liabilities - 5,802 454,220 26,916
Interest - 16,322 5,595 48,920
Income Taxes - - - 800
Gain on Settlement of Debt - - (135,083) -
----------- ------------ --------- -----------
Total Other (Income) and Expenses 0 22,124 324,732 76,636
Net Income (Loss) $ 3,502 $ (81,579) $(406,120) $ (185,722)
=========== ============ ========= ===========
Earnings (Loss) Per Common Share,
Basic and Diluted 0.01 (0.01) (0.73) (0.03)
=========== ============ ========= ===========
Weighted Average common Shares Outstanding 600,015 7,041,965 553,929 7,041,965
=========== ============ ========= ===========
The accompanying notes are an integral part of these financial statements.
4
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Statement of Cash Flows
For the Nine Month Periods Ended March 31, 2004 and 2003
Unaudited
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (406,120) $ (185,722)
Adjustments to Reconcile Net Income to
Net Cash Flows from Operating Activities:
Depreciation and amortization - 51,466
Loss on sale of assets 454,220 26,916
Issuance of common stock for services 8,599 -
Gain on settlement of debt (135,083) -
Decrease (Increase) of accounts receivable (6,008) (27,452)
Decrease (Increase) of accounts receivable
from affiliates 2,500 -
Increase (decrease) of accounts payable 43,978 (8,652)
Increase of accrued expenses 2,102 37,049
---------- ----------
Total Adjustments 370,308 79,327
---------- ----------
Net Cash Flows from Operating Activities (35,812) (106,395)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets 2,500 32,576
---------- ----------
Net Cash Flows from Investing Activities 2,500 32,576
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loans and debts (3,804) (6,087)
Proceeds from borrowing 35,411 40,100
Cash received for shares to be issued 38,750
---------- ----------
Net Cash Flows from Financing Activities 31,607 72,763
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents (1,705) (1,057)
Cash and Cash Equivalents at Beginning of Period 1,789 1,253
---------- ----------
Cash and Cash Equivalents at End of Period $ 84 $ 196
========== ==========
Supplemental Cash Flow Information:
--------------------------------------
Cash Paid for Interest 5,595 14,057
The accompanying notes are an integral part of these financial statements.
5
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
TS Electronics, Inc. (the "Company"), a Delaware corporation, was incorporated
on October 7, 1998. The Company was formed to manufacture a patented rubber
product used in the road and building construction industries. The Company
planned to create rubber modules entirely from recycled tires, which can be used
in the construction of roads, driveways, decks, and other types of walkways. Its
principal activities have consisted of financial planning, establishing sources
of production and supply, developing markets, and raising capital. Prior to July
2002, the Company was in the development stage in accordance with Statement of
Financial Accounting Standards No. 7. Its principal operations began in the
quarter ended September 30, 2002. On August 13, 2003, the Company changed its
name to TS Electronics, Inc.
On October 7, 1998, SoftStone Building Products, Inc. ("SSBI" -an Oklahoma
corporation and predecessor to the Company) was incorporated. Effective May 31,
1999, SSBI was merged into Softstone, Inc. (incorporated January 28, 1999 under
the laws of the State of Delaware) and SSBI was subsequently dissolved. Each
share of previously outstanding common stock was converted into 2,500 shares of
common stock of the new entity and the new capitalization was reflected in the
financial statements as if it had occurred at the beginning of the period
presented.
On July 24, 2001, the Company entered into a plan of reorganization involving
Kilkenny Acquisition Corp. (Kilkenny) whereby the Company is the survivor and in
control of the board of directors. The merger agreement provided for the
exchange of 1,158,387 shares of the Company's common stock for all the common
stock of Kilkenny. In connection with this merger, on April 4, 2001, certain
insider shareholders of the Company contributed 3,947,698 shares of their common
stock to the Company effectively reducing the then outstanding shares of stock
to 3,685,992. Subsequent issues of common stock for cash and services increased
the outstanding stock of the Company to 4,590,646. The issuance of the above
mentioned shares of the Company's common stock on the merger date increased the
common stock of the Company to 5,669,033 with the Company shareholders, prior to
the merger, owning approximately 81% of the outstanding shares of the Company.
For accounting purposes, the transaction between the Company and Kilkenny has
been treated as a re-capitalization of the Company, with the Company as the
accounting acquirer (reverse acquisition).
During the nine months ended March 31, 2004 the Company generated revenues from
the brokering of crumb rubber transactions.
Basis of presentation
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the nine months ended March 31, 2004 are
not necessarily indicative of the results that may be expected for the year
ended June 30, 2004.
6
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Receivable From Affiliates
Receivables from affiliates are non-interest bearing and are due on demand.
Segment Reporting
During the periods ended March 31, 2004 and 2003, the Company only operated in
one segment. Therefore, segment disclosure has not been presented.
Reclassifications
Certain comparative amounts have been reclassified to conform to the current
year's presentation.
2. RECENT PRONOUNCEMENTS
On April 30, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends
and clarifies the accounting guidance on (1) derivative instruments (including
certain derivative instruments embedded in other contracts) and (2) hedging
activities that fall within the scope of FASB Statement No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003,
with certain exceptions, and (2) for hedging relationships designated
after June 30, 2003. The guidance is to be applied prospectively. The adoption
of SFAS 149 does not have a material effect on the earnings or financial
position of the Company.
On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
7
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS 150
does not have a material effect on the earnings or financial position of the
Company.
3. PROPERTY AND EQUIPMENT - IMPAIREMENT
At June 30, 2003, the Company evaluated value of the property and equipment and
determined all the assets have been impaired and were of no value. Therefore,
the Company recorded an impairment expense equal to the book value of property
and equipment amounting $295,074 in the financial statements for the year ended
June 30, 2003.
4. STOCKHOLDERS' EQUITY
Common Stock:
During the period ended September 30, 2003, the Company issued common stocks in
exchange of various services to following parties:
During the period ended September 30, 2003, the Company issued 344 shares for
cash included in the prior period.
During the period ended September 30, 2003, the Company issued 6,879 shares of
common stock valued at $25,796 for settlement of accounts payable - related
parties amounting $160,879, resulting in a gain of $135,083 on settlement of
debt.
During the period ended September 30, 2003, the Company issued 2,293 shares for
services valued at $8,599.
During the period ended September 30, 2003, the Company issued 229 shares for
interests valued at $1,301.
During the period ended September 30, 2003, the Company agreed to issue 1,147
shares for loan incentive included in the prior period valued at $2,000. The
shares were not issued through September 30, 2003 and have been classified as to
be issued in the accompanying financial statements.
During the period ended September 30, 2003, the Company issued 239,273 shares
for disposal of assets and liabilities valued at $1,359,071 resulting in a loss
of $454,220.
Pursuant to the reorganization agreement (note 6) on August 13, 2003,
consolidated each 21.8045 outstanding shares of its common stock to one share,
with fractional shares being rounded up or down to the nearest whole number.
During the six months ended March 31, 2004 the Company did not enter into or
issue any stock transactions.
8
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
5. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of business. Through March 31, 2004, the Company had incurred
cumulative losses of $3,736,109 and negative working capital of $40,387. The
Company's goal to attain profitable operations is dependent upon obtaining
financing and achieving a level of revenues adequate to support the Company's
cost structure. Management's plan of operations anticipates that the cash
requirements for the next twelve months will be met by obtaining capital
contributions through the sale of common stock, borrowings and cash flow from
operations. However, there is no assurance that the Company will be able to
implement its plan.
6. REORGANIZATION
On July 31, 2003, the Company entered in to a reorganization agreement with TS
Electronics (China) a Delaware corporation that conducts all of its business in
China. Under the reorganization agreement, TS Electronics (China) shareholders
would have purchased from the Company, 5,350,000 shares of its common stock in a
private placement under rule 506 of the Regulation D of the Securities Act of
1933, in exchange of for the transfer to the Company of all the capital stock of
TS Electronics (China). Under the agreement, all of the directors of the Company
would have been replaced by present designees of TS Electronics (China) to fill
this vacancy and become the director of the Company.
Per the agreement, TS Electronics (China) and its shareholders would have been
indemnified by the Company against any liabilities arising either from a failure
of the Company or its current president to discharge all liabilities of the
Company. The closing of the agreement would have been effective subject to
compliance of Securities and Exchange filing rules and regulations.
Pursuant to the reorganization agreement, on August 13, 2003, the Company filed
its Certificate of Amendment to Certificate of Incorporation with the Secretary
of State of the State of Delaware changing its name to "TS Electronics, Inc."
and consolidating the common stock of the corporation. The stock consolidation
to 600,015 shares, $0.001 par value, effective August 14, 2003, consolidated
each 21.8045 outstanding shares to one share, with fractional shares being
rounded up or down to the nearest whole number.
Per the agreement, in contemplation of the sale of the Company's assets and
liabilities to Softstone, LLC, the entity owned by Gene Boyd, Keith Boyd, and
Betty Sue Boyd (the "Boyds" who are related to the Company as officer and
related party of the officer of the Company.), the Company issued a total of
239,273 shares of its common stock to Boyds valued at $1,359,071 in exchange for
assumption of debt and transfer of assets to LLC amounting $906,851 resulting in
a loss of $452,220.
9
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Per the agreement, the Company would have issued to the Softstone, LLC, upon
closing, 50,000 shares of post-consolidation stock and also 100,000 common stock
purchase warrants exercisable for one year at $1.25 a warrant.
Per the agreement, the Company's debt owed to creditors other than to the Boyds
and for the legal fees has been released or paid by Boyds. The Company's debt to
the Boyds has been cancelled.
On January 20, 2004 the Company filed a Schedule 14C Withdrawal Request with the
Securities and Exchange Commission requesting withdrawal of the preliminary
information statement and amendments for the reason that the proposed business
combination between the two companies has been abandoned.
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto and is qualified in
its entirety by the foregoing and by more detailed financial information
appearing elsewhere. See "Item 1. Financial Statements."
Results of Operations - Third Quarter (Q3) of Fiscal Year 2004 Compared to
---------------------------------------------------------------------------
Third Quarter of Fiscal Year 2003
--------------------------------------
TS Electronics had sales of $18,458 in Q3 2004, as compared with sales of
$5,079 in Q3 2003 (TS Electronics' fiscal year ends on June 30). Until TS
Electronics (i) successfully sells its devulcanized rubber technology or (ii)
consistently brokers crumb rubber, it will continue to operate at a loss.
Our general, selling and administrative expenses - which have been devoted
to raising capital and acquiring a public market for our common stock - were
$2,526 in Q3 2004 as compared with $26,205 in Q3 2003.
We had net income of $3,502 in Q3 2004, or $0.01 a share, as compared with
a loss of $81,579 in Q3 2003, or $(0.01) a share.
Results of Operations - First Nine Months of Fiscal Year 2004 Compared to
---------------------------------------------------------------------------
First Nine Months of Fiscal Year 2003
-------------------------------------------
TS Electronics had sales of $25,775 in the first nine months of FY 2004
(March 31, 2004) compared to sales of $95,354 in the first nine months of FY
2003 (March 31, 2003). Until TS Electronics (i) successfully sells its
devulcanized rubber technology or (ii) consistently brokers crumb rubber, it
will continue to operate at a loss.
Our general, selling and administrative expenses - which have been devoted
to raising capital and acquiring a public market for our common stock - were
$65,028 in the first nine months of FY 2004 as compared with $111,722 in the
first nine months of FY 2003.
We had a net loss of $406,120, or $0.73 a share, in the first nine months
of FY 2004 as compared with a net loss of $185,722, or $0.03 a share, in the
first nine months of FY 2003. The loss was due primarily to a loss of $454,220
on the disposal of asserts, although we did gain $135,083 in the settlement of
debts.
OUTLOOK
The statements made in this Outlook are based on current plans and
expectations. These statements are forward looking, and actual results may vary
considerably from those that are planned.
11
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in this
report is recorded, processed, accumulated and communicated to our management,
including our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure. Within the 90 days prior to
the filing date of this report, our management, with the participation of our
chief executive officer and chief financial officer, carried out an evaluation
of the effectiveness of the design and operation of these disclosure controls
and procedures. Our chief executive officer and chief financial officer
concluded, as of fifteen days prior to the filing date of this report, that
these disclosure controls and procedures are effective.
Changes in internal controls. Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed, by incorporation by reference, as
part of this Form 10-QSB:
2 Agreement and Plan of Reorganization of July 24, 2002 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 Certificate of Incorporation of Softstone Inc.*
3.1 Bylaws of Softstone, Inc.*
10 Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
10.2 Letter of intent of May 1, 2002, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
12
10.3 Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
10.5 Escrow Agreement of August 1, 2003 between Softstone Inc.,
TS Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS
Electronics Corporation, certain shareholders of Softstone
Inc. and the custodian.+
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with
the statements made in Form 8-K by Softstone Inc., concerning
Softstone's change of principal independent accountants.***
31 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2002 Commission File No.
000-29523; incorporated by reference.
** Previously filed with Form 8-K August 27, 2002 Commission File No.
000-29523; incorporated by reference.
*** Previously filed with Form 8-K September 11, 2002 Commission File No.
000-29523; incorporated by reference.
13
+ Previously filed with Form 10-QSB 09-30-03 Commission File No. 000-29523,
incorporated by reference.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 17, 2004
TS ELECTRONICS, INC.
By:/s/ Keith P. Boyd
--------------------------------------------
Keith P. Boyd, President
14
TS ELECTRONICS, INC.
Commission File Number 0-29523
Index to Exhibits to
Form 10-QSB 03-31-04
The following exhibits are filed, by incorporation by reference, as part of this
Form 10-QSB:
2 Agreement and Plan of Reorganization of July 24, 2002 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 Certificate of Incorporation of Softstone Inc.*
3.1 Bylaws of Softstone, Inc.*
10 Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
10.2 Letter of intent of May 1, 2002, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
10.3 Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
10.5 Escrow Agreement of August 1, 2003 between Softstone Inc.,
TS Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS
Electronics Corporation, certain shareholders of Softstone
Inc. and the custodian.+
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with
the statements made in Form 8-K by Softstone Inc., concerning
Softstone's change of principal independent accountants.***
31 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
1
31.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2002 Commission File No.
000-29523; incorporated by reference.
** Previously filed with Form 8-K August 27, 2002 Commission File No.
000-29523; incorporated by reference.
*** Previously filed with Form 8-K September 11, 2002 Commission File No.
000-29523; incorporated by reference.
+ Previously filed with Form 10-QSB 09-30-03 Commission File No. 000-29523,
incorporated by reference.
2