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 Act Of 1934
For the quarterly period ended December 31, 2002
Commission file number: 2 90 519
APPLIED DNA SCIENCES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 59-2262718
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
9255 West Sunset Boulevard, Suite 805, Los Angeles, CA 90069
(Address of principal executive offices)
(310) 860-1362
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
and 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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, $0.0001 par value 11,656,352
(Class) (Outstanding as of December 31, 2002)
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I. FINANCIAL INFORMATION (Unaudited)
Condensed Consolidated Balance Sheet on December 31, 2002.
Condensed Consolidated Statements of Losses for the three Months
Ended December 31, 2002
And for the period September 16, 2002 (Date of Inception) through
December 31, 2002.
Condensed Consolidated Statements of Cash Flows for three Months
Ended December 31, 2002 and
For the period of September 16, 2002 (Date of Inception) through
December 31, 2002
Condensed Consolidated Statement of Stockholders' Equity for the
period, September16, 2002 (Date of Inception) through December 31, 2002.
Notes to Condensed Consolidated Financial Statements December 31, 2002
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED
BALANCE SHEET
December 31, 2002
ASSETS
Current Assets:
Cash $ 83
Total Current Assets 83
LIABILITIES AND DEFICIENCY IN STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses 101,144
Due Related Parties 17,612
Total Current Liabilities 118,756
Commitments and Contingencies:
Deficiency in Stockholder's Equity:
Preferred Stock, par value
$0.0001 per share; 10,000,000
shares authorized; none issued
at December 31, 2002 -
Common Stock, par value, $ .0001 per share;
authorized 100,000,000 shares;
11,656,352 shares issued and
outstanding at December 31, 2002 1,166
Additional Paid in Capital 95,904
Stock Subscription Receivable (56,940)
Deficiency accumulated during development stage (158,803)
Total Deficiency in Stockholder's Equity (118,673)
83
The accompanying notes to unaudited condensed Financial Statements
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED
STATEMENT OF LOSSES
For the three months For the Period
December 31, 2002 September 16, 2002
(Date of Inception)
through December 31, 2002
Revenues $ - $ -
Costs and Expenses:
General and Administrative 147,191 158,503
Total Operating Expenses 147,191 158,503
Loss from Operations (147,191) (158,803)
Income (taxes) benefit - -
Net Loss (147,191) (158,803)
Loss per common share (basic
and assuming dilution) (0.01) (0.02)
Weighted average common
shares outstanding 10,397,385 10,368,456
The accompanying notes to unaudited condensed Financial Statements
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS
For the three months For the Period
December 31, 2002 September 16, 2002
(Date of Inception)
through December 31, 2002
Cash Flows from operating
activities:
Net loss $ (147,191) $ (158,803)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Common stock issued in exchange
for services 39,130 40,130
Change in assets and liabilities:
Accounts payable and accrued
liabilities 101,144 101,144
Net cash provided by operating
activities (6,917) (17,529)
Cash Flows from investing activities: - -
Cash Flows from financing activities:
Advances from officers 7,000 17,612
Net cash provided by financing
Activities 7,000 17,612
Net increase (decrease) in cash 83 83
Cash- beginning of period - -
Cash -end of period 83 83
Supplemental Disclosures:
Interest paid for the period - -
Income taxes paid for the period - -
Non-Cash Investing and Financing
Activities:
Common shares issued for services 39,130 40,130
The accompanying notes to unaudited condensed Financial Statements
APPLIED DNA SCIENCES, INC
(A development stage company)
CONDENSED CONSOLIDATED
STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY
FOR THE PERIOD SEPTEMBER 16, 2002 (Date of Inception) THROUGH
DECEMBER 31, 2002
Common Common Stock Deficit Total
Shares Stock Amount Subscription Accumulated
Receivable During
Development
Stage
Issuance of common stock
to Founders in exchange
for services on
September 16, 2002 at $ 01
per share 100,000 $ 1,000 $ - $ - $ 1,000
Net Loss - - - (11,612) (11,612)
Balance at September 30, 2002 100,000 1,000 - (11,612) (10,612)
Issuance of common stock
in connection with merger
with ProHealth Medical
Technologies, Inc. on
October 1, 2002 10,178,352 1,000 - - 1,000
Cancellation of Common
Stock in connection with
merger with ProHealth
Medical Technologies,
Inc. on October 21, 2002 (100,000) (1,000) - - (1,000)
Issuance of common stock
in exchange for services
in October , 2002 at $ 065
per share 602,000 39,130 - - 39,130
Issuance of common stock
in exchange for
subscription in November
and December 2002 at
$.065 per share 876,000 56,940 (56,940) - -
Net Loss - - - $(147,191) (147,191)
Balance at December 31, 2002 11,656,352 $ 97,070 $(56,940) $(158,803 $(118,673)
The accompanying notes to unaudited condensed Financial Statements
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions to
Form 10-QSB, and therefore, do not include all the information
necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted
accounting principles.
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 period ended
December 31, 2002 are not necessarily indicative of the results that
may be expected for the year ended September 30 , 2003. The unaudited
condensed consolidated financial statements should be read in
conjunction with September 30, 2002 financial statements
and footnotes thereto included in the filed SEC Form 8-K dated
October 21, 2002, as amended.
Business and Basis of Presentation
On September 16, 2002, Applied DNA Sciences, Inc. (the "Company") was
incorporated under the laws of the State of Nevada. The Company is
in the development stage, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and its efforts have been
principally devoted to developing DNA embedded biotechnology security
solutions in the United States. To date, the Company has generated
no sales revenues, has incurred expenses and has sustained losses.
Consequently, its operations are subject to all the risks inherent in
the establishment of a new business enterprise. For the period from
inception through December 31, 2002, the Company has accumulated
losses of $158,803.
The consolidated financial statements include the accounts of the
Company, and its wholly owned subsidiary ProHealth Medical
Technologies, Inc. Significant company transactions have been
eliminated in Consolidation.
Reclassification
Certain prior period amounts have been reclassified for comparative
purposes.
NOTE B- ACQUISITION
On October 21, 2002, the Company entered into a Plan and Agreement of
Reorganization ("Merger") with ProHealth Medical Technologies, Inc.
("ProHealth") an inactive publicly registered shell corporation with
no significant assets or operations. For accounting purposes, the
Company shall be the surviving entity. The transaction is accounted
for using the purchase method of accounting. The total purchase price
and carrying value of net assets acquired of was $ 880. From
November 1988 until the date of the merger, ProHealth was an inactive
corporation with no significant assets and liabilities
Effective with the Merger, all previously outstanding common stock,
preferred stock, options and warrants owned by the Company's
shareholders were exchanged for an aggregate of 11,000,000 shares of
ProHealth common stock. The value of the stock that was issued was
the historical cost of the ProHealth's net tangible assets, which did
not differ materially from their fair value. In accordance with
Accounting Principles Board Opinion No. 16, the Company is the
acquiring entity.
Effective with the Merger, ProHealth changed its name to Applied DNA
Sciences, Inc.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto,
included elsewhere within this report. The quarterly report contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements using
Terminology such as "can", "may", "believe", "designated to", "will", "expect",
"plan", "anticipate", "estimate", "potential" or "continue", or the
negative thereof or other comparable terminology regarding beliefs,
plans, expectations or intentions regarding the future. Forward
looking statements involve risks and uncertainties and actual results
could differ materially from those discussed in forward-looking
statements. All forward looking statements and risk factors included
in this document are made as of the date hereof, based on information
available to the Company as of the date thereof, and the Company
assumes no obligations to update any forward-looking statement or
risk factor, unless the Company is required to do so by law.
The Company is in the development stage and its efforts have been principally
devoted in developing profitable business operations.
Plan of Operation
The Company presently does not have any available credit, bank
financing or other external sources of liquidity. Due to historical
operating losses, the Company's operations have not been a source of
liquidity. The Company will need to obtain additional capital in
order to expand operations and become profitable. The Company intends
to pursue the granting of sub-licenses outside the United States, and
if successful, the granting of sub-licenses would constitute a
substantial additional source of liquidity and capital.. In order to
obtain capital, the Company may need to sell additional shares of its
common stock or borrow funds from private lenders. There can be no
assurance that the Company will be successful in obtaining additional
funding and granting of sub-licenses outside the Unites States.
During the three months ended December 31, 2002, the Company's
priorities were to recruit and build its team, organize its new
infrastructure and to develop a successful strategy how best to
exploit its Biowell license agreement, therefore no revenues were
anticipated, planned or received, expenses of $147,191 were incurred
stemming from general, selling, and administrative expenses; $39,130
of these expenses were paid with 602,000 shares of the Company's
common stock to consultants for management services rendered.
Although the management of the Company is of the opinion that
continuing to develop and finance the Company's present business of
providing DNA anti-counterfeit technology may ultimately be
successful, management nevertheless expects that the Company will
need substantial additional capital before the Company's operations
can be fully implemented.
Liquidity and Capital Resources
As of December 31, 2002, we had a working capital deficit of $
118,673 . As a result of our operating losses from our inception
through December 31, 2002, we generated a cash flow deficit of $
17,529 from operating activities. We met our cash requirements during
this period from advances of $17,612 from the Company's officer and
principal shareholders.
While we have raised capital to meet our working capital and
financing needs in the past, additional financing is required in
order to meet our current and projected cash flow deficits from
operations and development. We are seeking financing in the form of
equity in order to provide the necessary working capital. We
currently have no commitments for financing. There is no guarantee
that we will be successful in raising the funds required.
By adjusting its operations and development to the level of
capitalization , management belives it has suffucient capital
resources to meet projected cash flow deficits through the next
twelve months. However, if thereafter, we are not successful in
generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could
have a material adverse effect on our business, results of operations,
liquidity and financial condition.
The effect of inflation on the Company's revenue and operating results
was not significant. The Company's operations are located in North
America and there are no seasonal aspects that would have a material
effect on the Company's financial condition or results of operations.
The Company's independent certified public accountant has stated in
his report included in the Company's October 21, 2002 Form 8-K, as
amended, that the Company has incurred operating losses from its
inception , and that the Company is dependent upon management's
ability to develop profitable operations. These factors among others
may raise substantial doubt about the Company's ability to continue
as a going concern.
Product Research and Development
We do not anticipate incurring material research and development
costs during the next twelve months.
Acquisition of Plant and Equipment and Other Assets
We do not anticipate the sale of any material property , plant or
equipment during the next 12 months. We do not anticipate the
acquisition of any material property, plant or equipment during the
next 12 months.
Number of Employees
From our inception through the period ended December 31, 2002 , we
have relied on the services of outside consultants for services and
have no employees. In order for us to attract and retain quality
personnel, we anticipate we will have to offer competitive salaries
to future employees. We anticipate that it may become desirable to
add additional full and or part time employees to discharge certain
critical functions during the next 12 months. This projected
increase in personnel is dependent upon our ability to generate
revenues and obtain sources of financing. There is no guarantee that
we will be successful in raising the funds required or generating
revenues sufficient to fund the projected increase in the number of
employees. As we continue to expand, we will incur additional cost
for personnel.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant
risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise. Investors
should carefully consider all of such risk factors before making an
investment decision with respect to our Common Stock.
Risks
Applied DNA Sciences, Inc., is a small company entering a technical
and specialized scientific industry. The Company's growth will depend
upon the working capital and financial support, which we are in the
process of seeking. The Company will need substantial additional
capital to expand and compete. While the management team has strong
contacts in the geographic and product territories, the Company is
small with limited assets and a limited operating history and may, as
a result, have difficulties securing large enough and increasing
financial commitments from potential investors. Thus the Company may
be subject to the high risks associated with start-up companies and
small business.
The Company relies on a small number of key individuals to implement
plans and operations. Although the Company may obtain key person life
insurance coverage on the Company's key individuals, the Company has
not done so at this time. Should for some reason their services
become unavailable, the Company will be required to retain other
qualified personnel.
Reductions or delays in research and development budgets and in
government funding may negatively affect the Company's sales. Future
clients may include researchers at pharmaceutical and biotechnology
companies, academic institutions and government and private
laboratories. Fluctuations in the research and development budgets of
these researchers and their organizations could have a significant
effect on demand for the Company's products. Research and development
budgets fluctuate due to numerous factors that are outside the
Company's control and are difficult to predict, including changes in
available resources, spending priorities and institutional budgetary
policies. The Company's business could be seriously damaged by any
decrease in life science research and development expenditures by
pharmaceutical and biotechnological companies, academic institutions
or government and private laboratories. Although the level of
research funding has increased during the past several years, we
cannot assure that this trend will continue. Government funding of
research and development is subject to the political process, which
is inherently fluid and unpredictable. In addition, government
proposals to reduce or eliminate budgetary deficits have sometimes
included reduced allocations to the US National Institute of Health
and other government agencies that fund research and development
activities. Also, our potential customers receive funds from approved
grants at particular times of the year, as determined by the federal
government. Grants have, in the past, been frozen for extended
periods or have otherwise become unavailable to various institutions
without advance notice. The timing of receipt of grant funds affects
the timing of purchase decisions by our customers and, as a result,
can cause fluctuations in our sales and operating results.
The Company regards trademarks, trade secrets and other intellectual
property as a component of its success, The Company relies on
trademark law and trade secret protection and confidentiality and /or
license agreements with consultants, customers, partners and others
to protect our intellectual property. Effective trademark and trade
secret protection may not be available in every country in which the
Company's products are available. The Company cannot be certain that
the Company has taken adequate steps to protect its intellectual
property, especially in countries where the laws may not protect the
Company's rights as fully as in the United States. In addition, the
Company's third party confidentiality agreements can be breached and,
if they are, there may not be adequate remedy available to the
Company. If the Company's trade secrets become known, the Company may
lose its competitive edge.
The Company may be unable to protect its trademarks, trade secrets
and other intellectual property rights that are important to its
business. The Company regards its trademarks, trade secrets and other
intellectual property as a component of its success. The Company
relies on trademark law and trade secret protection and
confidentiality and/or license agreements with consultants,
employees, customers, partners and others to protect our intellectual
property.
Litigation as regards the Company intellectual property or other
subject matters could harm the Company's business. Litigation
regarding patents and other intellectual property rights is extensive
in the biotechnology industry. The Company is aware that patents have
been applied for, and in some cases issued to others, claiming
technologies that are closely related to Applied DNA Sciences, Inc.
As a result, and in part due to the ambiguities and evolving nature
of intellectual property law, the Company periodically receives
notices of potential infringements of patents held by others.
Although to date the Company has successfully resolved these types of
claims, the Company may not be able to do so in the future. In the
event of an intellectual property dispute, the Company may be forced
to litigate. This litigation could involve proceedings declared by
the U.S. Patent and Trademark Office or the International Trade
Commission, as well as proceedings brought directly by affected third
parties. Intellectual property litigation can be extremely
expensive, and these expenses, as well as the consequences should the
Company not prevail, could seriously harm the Company's business, If
a third party claimed an intellectual property right to technology
the Company uses, the Company might need to discontinue an important
product or product line, alter its products and processes, pay
license fees or cease its affected business activities, Although the
Company might under these circumstances attempt to obtain a license
to this intellectual property, it may not be able to do so on
favorable terms, or at all.
In addition to intellectual property litigation, other substantial,
complex or extended litigation could result in large expenditures for
the Company and distraction of its management. For example, law suits
by employees, shareholders, collaborators or distributors could be
very costly and substantially disrupt the Company's business.
Disputes from time to time with companies or individuals are not
uncommon in the industry and the Company cannot assure that it will
always be able to resolve them out of court.
The Company's growth depends upon the ability to undertake sales in
current markets and to expand sales nationally to additional market
segments and to Europe. There can be no certainty that the Company's
efforts to increase and expand sales can be accomplished on a
profitable basis. The expansion to other delivery methods and to
other venues will depend on a number of factors, most notably the
timely and successful promotion and sale of the Company's products
and related services. The Company's inability to expand sales, in a
timely manner, would have a material adverse effect on its business,
operating results and its financial condition.
ITEM 3. CONTROLS AND PROCEDURES
(a) The Company's management including the Chief Executive Officer,
President and Chief Financial Officer, have evaluated, within 90 days
prior to the filing of this quarterly report, the effectiveness of
the design, maintenance and operation of the Company's disclosure
controls and procedures. Management determined that the Company's
disclosure controls and procedures were effective in ensuring that
the information required to be disclosed by the Company in the
reports that it files under the Exchange Act is accurate and is
recorded, processed , summarized and reported within the time periods
specified in the Commission's rules and regulations.
Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an
entity's disclosure objectives. The likelihood of achieving such
objectives is affected by limitations inherent in disclosure controls
and procedures. These include the fact that human judgment in
decision making can be fully faulty and that breakdowns in internal
control can occur because of human failures such as errors or
mistakes or intentional circumvention of the established process.
(b) There have been no significant changes in internal controls or in
other factors that could significantly affect these controls
subsequent to the date of the evaluation thereof, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
(a) Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 - Chief Executive Officer (filed herewith).
99.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -Chief
Financial Officer (filed herewith).
(b) Reports on Form 8-K filed during the three months ended December
31, 2002.
On October 28, 2002, the Company filed a Current Report on Form 8-K
dated October 21, 2002, and amended on December 24, 2002, reporting
Applied DNA Sciences, Inc. acquisition of the Registrant
On November 20, 2002, the Company filed a Current Report on Form 8-K
dated November 5, 2002, reporting under Item 4, a change in the
Company's certifying accountants, and under Item 5, additional
information in connection with the acquisition of the Registrant by
Applied DNA Sciences, Inc.
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.
Date: February 19, 2003 Applied DNA Sciences, Inc.
/s/ Lawrence Lee
Lawrence Lee
Chief Executive Officer
/s/Gerhard Wehr
Gerhard Wehr
Chief Financial Officer
CERTIFICATION
We, Lawrence Lee, Chief Executive Officer, and, Gerhard Wehr, Chief
Financial Officer, certify that:
1. We have reviewed this quarterly report on Form 10-QSB of Applied
DNA Sciences, Inc.;
2. Based on our 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 our 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 or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 19, 2003
/s/_Lawrence Lee
Name: Lawrence Lee
Title: Chief Executive Officer
/s/Gerhard Wehr
Name: Gerhard Wehr
CERTIFICATION
I, Gerhard Wehr, Chief Financial Officer, and, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Applied
DNA Sciences, 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 or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 19, 2003
/s/Gerhard Wehr
Name: Gerhard Wehr
Title: Chief Financial Officer