U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2003
[ ] Transition report under Section 13 or 15(d) of the Exchange Act for the
transition period from ___ to ___
Commission file number: 1-9009
DEFENSE INDUSTRIES INTERNATIONAL, INC.
--------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 84-1421483
------ ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
INDUSTRIAL ZONE EREZ, P.O. BOX 779, ASHKELON 78101, ISRAEL
----------------------------------------------------------
(Address of Principal Executive Offices)
(011) 972-7-689-1611
--------------------
(Issuer's Telephone Number, Including Area Code)
----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 requirements
for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 13, 2003 the Issuer had 25,350,000 shares of Common Stock,
0.0001 value per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
INDEX
PAGE
PART I - FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Balance Sheets as of June 30, 2003
(Unaudited) and December 31, 2002 2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income for the Three and
Six Months Ended June 30, 2003 and 2002
(Unaudited) 3
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2003 and 2002 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements
(Unaudited) 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Controls and Procedures 15
PART II - OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Shareholders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
PART I - FINANCIAL INFORMATION
ITEM 1.
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2003
(Unaudited) December 31, 2002
ASSETS
CURRENT ASSETS
Cash and cash equivalents $771,668 $831,820
Trade accounts receivable, net 2,270,686 1,965,918
Trade accounts receivable - related parties, net 217,328 209,165
Inventories 2,125,519 1,734,966
Note receivable - officer - 380,986
Deferred taxes 92,345 153,294
Other assets 241,442 186,868
------- -------
Total current assets 5,718,988 5,463,017
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET 1,818,122 1,847,642
--------- ---------
OTHER ASSETS
Investment in marketable securities 693,262 479,595
Deposits for the severance of
employer-employee relations 486,324 414,350
Deferred taxes 125,109 171,703
Intangible assets 46,962 47,475
------ ------
Total other assets 1,351,657 1,113,123
--------- ---------
TOTAL ASSETS $8,888,767 $8,423,782
========== ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
1
PART I - FINANCIAL INFORMATION
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONT.)
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2003
(Unaudited) December 31, 2002
CURRENT LIABILITIES
Short-term bank credit $765,169 $425,998
Trade accounts payable 799,987 982,802
Current portion of long-term debt 328,930 435,152
Other liabilities 636,505 748,188
--------- ---------
Total current liabilities 2,530,591 2,592,140
--------- ---------
LONG TERM LIABILITIES
Long-term loans 794,852 762,732
Provision for the severance of
employer- employee relations 444,341 397,936
Minority interest 860,924 817,888
------- -------
Total long-term liabilities 2,100,117 1,978,556
--------- ---------
TOTAL LIABILITIES 4,630,708 4,570,696
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $.0001 par value, 50,000,000 shares
authorized, none issued and outstanding - -
Common stock, $.0001 par value, 250,000,000 shares
authorized, 25,250,000 and 25,100,000 issued and
outstanding, respectively 2,525 2,510
Common stock to be issued (100,000 and 250,000
shares) 10 25
Additional paid-in capital 1,711,450 1,711,450
Retained earnings 2,741,727 2,640,010
Accumulated other comprehensive loss (197,653) (457,909)
Deferred consulting expense - (43,000)
-------
Total shareholders' equity 4,258,059 3,853,086
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $8,888,767 $8,423,782
========== ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
2
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
REVENUES $1,952,258 $ 2,692,415 $5,120,402 $5,313,635
Cost of sales and processing 1,404,574 1,663,279 3,678,386 3,267,108
--------- --------- --------- ---------
Gross profit 547,684 1,029,136 1,442,016 2,046,527
------- --------- --------- ---------
OPERATING EXPENSES
Selling 193,595 228,016 382,271 322,683
General and administrative 370,705 333,121 694,053 599,165
------- ------- ------- -------
TOTAL OPERATING EXPENSES 564,300 561,137 1,076,324 921,848
------- ------- --------- -------
INCOME (LOSS) FROM OPERATIONS (16,616) 467,999 365,692 1,124,679
------- ------- ------- ---------
OTHER INCOME (EXPENSE)
Financial income (expense), net (87,140) (33,144) (157,893) (66,295)
Other income, net 26,015 11,915 26,015 12,920
------ ------ ------ ------
TOTAL OTHER INCOME (EXPENSE) (61,125) (21,229) (131,878) (53,375)
------- ------- -------- -------
INCOME (LOSS) BEFORE INCOME TAXES (77,741) 446,770 233,814 1,071,304
Income tax (expense) benefit 4,334 (185,888) (124,913) (408,081)
----- -------- -------- --------
INCOME (LOSS) BEFORE MINORITY INTEREST (73,407) 260,882 108,901 663,223
Minority interest (income) loss 1,012 (18,254) (7,184) (41,340)
----- ------- ------ -------
NET INCOME (LOSS) $(72,395) $242,628 $101,717 $621,883
-------- -------- -------- --------
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss), net of
minority interest translation gain or loss 71,689 10,272 109,547 (163,128)
Unrealized gain (loss) on available-for-sale securities 118,060 (61,260) 114,858 (52,890)
------- ------- ------- -------
Other comprehensive income (loss) before tax 189,749 (50,988) 224,405 (216,018)
Income tax (expense) benefit related to items of other
comprehensive income (68,310) 18,356 (80,786) 77,766
------- ------ ------- ------
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX 121,439 (32,632) 143,619 (138,252)
------- ------- ------- --------
COMPREHENSIVE INCOME $49,044 $209,996 $245,336 $483,631
======= ======== ======== ========
Net income (loss) per share - basic and diluted $ -- $0.01 $ -- $0.03
========== ========== ========== ==========
Weighted average number of shares outstanding during 25,350,000 25,149,171 25,350,000 23,314,917
========== ========== ========== ==========
the period - basic and diluted
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30,
-------------------------------------------
2003 2002
------------------ ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 101,717 $ 621,883
Adjustments to reconcile net income to net cash (used
in) provided by operating activities:
Depreciation and amortization 146,785 140,983
Gain from sale of marketable securities (26,015) -
Deferred taxes 107,543 114,384
Deferred consulting expense recognized from stock issued
for services 43,000 43,000
Minority interest in income of subsidiary 7,184 41,340
Changes in operating assets and liabilities:
Decrease (increase) in deposits for the severance of
employee-employee relations (71,974) 87,885
Decrease (increase) in trade accounts receivable (312,931) 809,806
Decrease (increase) in inventory (390,553) 11,018
Decrease (increase) in other assets (54,574) (135,769)
Increase (decrease) in trade accounts payable (182,815) (458,741)
Increase (decrease) in other liabilities (111,683) (47,755)
Increase (decrease) in provision for the severance of
employer-employee relations 46,405 (12,638)
------------------ ---------------------
Net Cash (Used In) Provided By Operating
Activities (697,911) 1,215,396
------------------ ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (52,187) (58,312)
Proceeds from sale of marketable securities 183,839 3,167
Investment in marketable securities (204,743) (17,421)
Funds advanced on behalf of shareholder - (400,000)
Proceeds received from repayment of shareholder note
receivable 380,986 -
------------------ ---------------------
Net Cash Provided By (Used In) Investing Activities 307,895 (472,566)
------------------ ---------------------
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
(UNAUDITED)
For the Six Months Ended June 30,
-------------------------------------------
2003 2002
------------------ ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term bank credit, net 339,171 (201,421)
Payments on long term debt (74,102) (667,214)
Loan payable - related party - (47,432)
------- --------
Net Cash Provided By (Used In) Financing
Activities 265,069 (916,067)
------- --------
Effect of exchange rate changes on cash 64,795 (68,705)
------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (60,152) (241,942)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 831,820 781,996
------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $771,668 $540,054
======= ========
INTEREST PAID $97,292 $69,546
======= ========
TAXES PAID $101,149 $59,521
======= ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are
presented in United States dollars under accounting principles
generally accepted in the United States of America.
(B) PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts
of Defense Industries International, Inc. (formerly Pawnbrokers
Exchange, Inc. ("PEI") (see below)) and its wholly owned subsidiaries,
Export Erez USA, Inc., Export Erez Ltd., Mayotex, Ltd. and Dragonwear
Trading Ltd. and its 76% owned subsidiary Achidatex Nazareth Elite
(collectively, the "Company"). The minority interest represents the
minority shareholders' proportionate share of Achidatex.
Effective March 25, 2002 PEI began doing business as Defense
Industries International Inc. On July 8, 2002, PEI changed its
corporate domicile from the State of Utah to the State of Nevada (the
"re-incorporation"). In order to accomplish the re-incorporation, PEI
merged with and into its wholly owned subsidiary, Defense Industries
International, Inc., a Nevada corporation organized on July 1, 2002.
As a result of the re-incorporation, PEI's name was changed to Defense
Industries International, Inc. Each share of PEI's capital stock
issued and outstanding on the effective date was converted into and
exchanged for one share of Defense Industries capital stock. Defense
Industries is authorized to issue 250,000,000 shares of $.0001 par
value common stock and 50,000,000 shares of $.0001 par value preferred
stock. As a result, common stock changed from no par value to a par
value of $.0001.
All intercompany accounts and transactions have been eliminated in
consolidation.
(C) USE OF ESTIMATES
The preparation of condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities
and disclose the nature of contingent assets and liabilities at the
date of the condensed consolidated financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
(D) PER SHARE DATA
Basic net income (loss) per common share is computed based on the
weighted average common shares outstanding during the year. Diluted
net income per common share is computed based on the weighted average
common shares and common stock equivalents outstanding during the
year. The computation of weighted average common shares outstanding
gives retroactive effect to the recapitalization discussed in Note 4.
There were no common stock equivalents outstanding because the
exercise price of the common stock equivalents exceeded the average
market price of the stock. Accordingly, a reconciliation between basic
and diluted earnings per share is not presented.
6
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(E) INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements as of June 30, 2003
and for the three and six months ended June 30, 2003 and 2002 are
unaudited. In the opinion of management, such condensed consolidated
financial statements include all adjustments (consisting only of
normal recurring accruals) necessary for the fair presentation of the
consolidated financial position and the consolidated results of
operations. The consolidated results of operations for the three and
six months ended June 30, 2003 and 2002 are not necessarily indicative
of the results to be expected for the full year. The condensed
consolidated balance sheet information as of December 31, 2002 was
derived from the audited consolidated financial statements included in
the Company's annual report Form 10-KSB. The interim condensed
consolidated financial statements should be read in conjunction with
that report.
(F) RECENT ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". SFAS No. 149 amends and clarifies financial accounting
and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that
contracts with comparable characteristics be accounted for similarly.
This statement is effective for contracts entered into or modified
after June 30, 2003 and all of its provisions should be applied
prospectively.
In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial
instruments with characteristics of both liabilities and equity
that, under previous pronouncements, issuers could account for as
equity. The new accounting guidance contained in SFAS No. 150 requires
that those instruments be classified as liabilities in the balance
sheet.
SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatory redeemable
shares, which the issuing company is obligated to buy back in exchange
for cash or other assets. A second type includes put options and
forward purchase contracts, which involves instruments that do or may
require the issuer to buy back some of its shares in exchange for cash
or other assets. The third type of instruments that are liabilities
under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to
a variable such as a market index, or varies inversely with the value
of the issuers' shares. SFAS No. 150 does not apply to features
embedded in a financial instrument that is not a derivative in its
entirety.
Most of the provisions of Statement 150 are consistent with the
existing definition of liabilities in FASB Concepts Statement No. 6,
"Elements of Financial Statements". The remaining provisions of this
Statement are consistent with the FASB's proposal to revise that
definition to encompass certain obligations that a reporting entity
can or must settle by issuing its own shares. This Statement shall be
effective for financial instruments entered into or modified after May
31, 2003 and otherwise shall be effective at the beginning of the
first interim period beginning after June 15, 2003, except for
mandatory redeemable financial instruments of a non-public entity, as
to which the effective date is for fiscal periods beginning after
December 15, 2003.
The Company believes that the adoption of the recent pronouncements
will not have a material effect on the condensed consolidated
financial statements.
7
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 INVENTORY
Inventory consisted of the following:
June 30, 2003 December 31, 2002
------------------- -------------------
Raw materials $ 1,674,308 $ 927,821
Work in process 299,909 584,487
Finished goods 151,302 222,658
------------------- -------------------
$ 2,125,519 $ 1,734,966
=================== ===================
NOTE 3 NOTE RECEIVABLE - OFFICER
On January 15, 2002, the Company loaned $400,000 to the Company's
controlling shareholder. The note was for a term of eleven months
maturing December 15, 2002, bearing interest of 8% and required
quarterly prepaid interest payments only. As of June 30, 2003, the
note receivable and accrued interest of $33,095 were repaid.
NOTE 4 SHAREHOLDERS' EQUITY
(A) RECAPITALIZATION
On March 25, 2002, PEI, a reporting public company with no assets,
liabilities or operations at that time, consummated a share exchange
agreement ( the "Agreement") with Export Erez USA, Inc.("Export USA")
a company incorporated in Delaware whereby all of the shareholders in
Export USA had their shares converted into 21,000,000 shares or 84% of
the common stock of PEI.
Under generally accepted accounting principles, a company whose
stockholders receive over fifty percent of the stock of the surviving
entity in a business combination is considered the acquirer for
accounting purposes. Accordingly, the transaction was accounted for as
an acquisition of the Company and a recapitalization of Export USA.
The condensed consolidated financial statements subsequent to the
acquisition include the following: (1) the balance sheet consists of
the net assets of the Company at historical costs (zero at the
acquisition date) and the net assets of Export USA at historical cost.
(2) the statement of operations consists of the operations of Export
USA for the period presented and the operations of the Company from
the recapitalization date.
8
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(FORMERLY PAWNBROKERS EXCHANGE, INC.) AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(B) ISSUANCES OF COMMON STOCK
On April 8, 2002, the Company entered into a one-year agreement with a
consultant whereby the Company issued 100,000 shares of common stock
in return for future consulting services. The 100,000 shares were
valued at $172,000, the fair market value of the common stock on the
grant date based on the prevailing market price. Consulting expense of
$43,000 was recognized for the six months ended June 30, 2003 and
2002.
On July 30, 2002, the Company entered into a one-year agreement with a
consultant whereby the consultant would assist the Company with
investor relations. In return, the Company agreed to issue an
aggregate of 700,000 shares (payable in quarterly installments of
175,000 shares each) of common stock valued at $1,561,000, the fair
market value of the common stock on the effective date of the
agreement based on the prevailing market price. In December 2002, the
agreement was canceled. To date, 150,000 shares (shown as to be issued
as of December 31, 2002) were issued and no other shares are due to
the consultant. Accordingly, $334,500 was recognized as consulting
expense during 2002.
NOTE 5 NEW JOINT VENTURE
On May 20, 2003, the Company entered into a joint venture with a South
American company to supply bulletproof vests to a local police
authority. Under the terms of the agreement, the parties will
collaborate on the development, manufacture and supply of products for
an initial period of fifteen months. During this initial period, the
Company will supply its partner a minimum of 3,000 ballistic
protection packs to be fit into the bulletproof vests that the partner
will supply to the police authority.
NOTE 6 SEGMENT INFORMATION
The Company has two strategic business units: the civilian market and
the military market. The military market is further separated between
local and export sales in order to better analyze trends in sales and
profit margins. The Company does not allocate assets between segments
because several assets are used in more than one segment and any
allocation would be impractical.
Civilian Military Military Consolidated
Local Local Export
Six months ended June 30, 2003
Net Sales $1,205,687 $1,496,634 $2,418,081 $5,120,402
Income from operations 76,252 95,563 193,877 365,692
Six months ended June 30, 2002
Net Sales 2,011,659 $2,506,343 $795,637 $5,313,635
Income from operations 560,312 392,739 171,628 1,124,679
NOTE 7 SUBSEQUENT EVENT
On July 22, 2003, the Company assigned its licensing agreement with a
firearms manufacturer to another United States corporation. The Company
will still be able to provide certain products to the assignee to be sold
and marketed under the firearms manufacturer's name. Under the assignment,
the Company is relieved of certain contingent liabilities associated with
the agreement including minimum royalties, the cost of securing and
maintaining product liability insurance, and allotting a substantial
marketing budget.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING IS MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN
SIGNIFICANT FACTORS WHICH HAVE AFFECTED OUR FINANCIAL POSITION AND OPERATING
RESULTS DURING THE PERIODS INCLUDED IN THE ACCOMPANYING CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS. THE DISCUSSION AND ANALYSIS WHICH FOLLOWS MAY CONTAIN
TREND ANALYSIS AND OTHER FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 WHICH REFLECT OUR CURRENT
VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL RESULTS. THESE INCLUDE
STATEMENTS REGARDING OUR EARNINGS, PROJECTED GROWTH AND FORECASTS, AND SIMILAR
MATTERS THAT ARE NOT HISTORICAL FACTS. WE REMIND SHAREHOLDERS THAT
FORWARD-LOOKING STATEMENTS ARE MERELY PREDICTIONS AND THEREFORE ARE INHERENTLY
SUBJECT TO UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE THE FUTURE RESULTS
TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICIES
We have identified the following policies as critical to the understanding
of our financial statements. The preparation of our condensed consolidated
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the condensed consolidated
financial statements and the reported amounts of sales and expenses during the
reporting periods. An area where significant judgments are made is inventory
valuation and actual results could differ materially from these estimates. Our
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
REVENUES AND REVENUE RECOGNITION. Revenues from sales of products are
recognized under the completed contract method upon shipment to customers. The
contracts are short term, generally under two months. We provide a warranty on
goods ranging from three to four years. Our policy is to consider the
establishment of a reserve for warranty expenses. Based upon historical
experience of no warranty claims, we have not established a reserve at December
31, 2002 and June 30, 2003.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS. The functional currency of
Export Erez, Ltd., Mayotex Ltd., and Achidatex Nazareth Elite is the New Israeli
Shekel, or NIS. The functional currency of Dragonwear Trading Ltd. is the Cyprus
Pound, or CYP. The financial statements of Dragonwear are translated into NIS.
The financial statements for all of these entities are then translated into
United States dollars from NIS at quarter-end exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital
transactions occurred. Foreign currency transaction gains or losses from
transactions denominated in currencies other than NIS are recognized in net
income in the period the gain or loss occurs.
COMPREHENSIVE INCOME (LOSS). Foreign currency translation gains and losses
resulting from the translation of the condensed consolidated financial
statements of our company and its subsidiaries expressed in NIS to United States
dollars are reported as Other Comprehensive Income (Loss) in the Statement of
Income and as Accumulated Other Comprehensive Income (Loss) in the Statement of
Shareholders' Equity. The unrealized gains and losses, net of tax, resulting
from the valuation of available-for-sale securities at their fair market value
at period end are reported as Other Comprehensive Income (Loss) in the Statement
of Income and as Accumulated Other Comprehensive Income (Loss) in the Statement
of Shareholders' Equity. A permanent decrease in the value of marketable
securities is reported as a loss in the Statements of Income.
10
INVENTORIES. Inventories are valued at the lower of cost or market value
using the first-in first-out method. The cost includes expenses of freight-in
transportation. The specific identification method is used for finished goods
since all orders are custom orders for customers. Inventories write-offs and
write-down provisions are provided to cover risks arising from slow-moving items
or technological obsolescence.
PROPERTY AND EQUIPMENT. Fixed assets are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of three to twenty-five years. These long-lived assets
are generally evaluated on an individual basis in making a determination as to
whether such assets are impaired. Periodically, we review our long-lived assets
for impairment based on estimated future non discounted cash flows attributed to
the assets. In the event such cash flows are not expected to be sufficient to
recover the recorded value of the assets, the assets are written down to their
estimated fair values.
INCOME TAXES. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
OVERVIEW
We are a manufacturer and global provider of personal military and civilian
protective equipment and supplies. Our products are used by military, law
enforcement, border patrol enforcement, and other special security forces,
corporations, non-governmental organizations and individuals throughout the
world.
Our main products include body armor, bomb disposal suits and bullet proof
vests and jackets, ballistic wall covering, helmets, bullet proof ceramic and
polyethylene panels, V.I.P. car armoring and one-way protective windows,
personal military equipment, battle pouch units and combat harness units, dry
storage units, liquid logistics, tents and vehicle covers, winter suits,
sleeping bags and backpacks.
Our strategic objective is to be a leading global provider of personal
military and civilian protective equipment and supplies. We intend to realize
our strategic objective through the following:
o PURSUE STRATEGIC ACQUISITIONS. We intend to selectively pursue
acquisitions that enhance our product lines and geographic presence in
an effort to consolidate our highly fragmented industry and to create
a more diverse and global reach for us in our marketplace.
o FOCUS ON INTERNAL GROWTH. We intend to focus on the internal expansion
of our existing businesses, thereby placing us in a position to offer
a more comprehensive portfolio of products to satisfy all of our
customers' protective equipment needs.
o CAPITALIZE ON INCREASED DEMAND FOR OUR PRODUCTS. As a result of the
terrorist attacks on September 11, 2001, and other recent world
events, an increased emphasis on safety and protection now exists
worldwide. This has translated into increased spending on personal,
military and civilian protective equipment and supplies. We intend to
participate in other existing and future government programs that
require our products.
o EXPAND MARKETING EFFORTS. In the wake of the terrorist attacks of
September 11, 2001, and other recent world events, a greater global
recognition regarding the need for our products has materialized. We
intend to capitalize on this increased interest in our products by
broadening our marketing efforts in an attempt to create better
awareness and global brand recognition of us and our products.
o EXPAND DISTRIBUTION NETWORK AND PRODUCT OFFERINGS. We intend to widen
our distribution network through strategic acquisitions and the
development of new products. We believe that a broader product line
will enable us to both strengthen our relationships with existing
customers and attract new customers.
11
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2002
RESULTS OF OPERATIONS
SALES AND GROSS PROFIT MARGIN. Sales for the three months ended June 30,
2003 declined to $1,952,258 from $2,692,415 for the same period in 2002. This
decrease resulted from the recession in the Israeli market as well as decreases
in the Israeli military budgets. The increase in export sales from $538,835 for
the three months ended June 30, 2002 to $670,216 in the 2003 period was due to
the continuation of a trend that began in the first quarter. We believe that the
increase is the result of the successful implementation of our marketing efforts
to create a better awareness and global brand recognition of our company as well
as for our products. We believe that the decrease in sales to our local market
is due to the recession in Israel. We do not expect that our sales in Israel
will increase until the government implements a new economic plan and not before
the beginning of 2004.
The breakdown of our sales for the three months ended June 30, 2003 and
2002 is as follows:
2003 2002
---- ----
Sales to the local civilian market $784,155 $1,034,046
Sales to the local military market 497,887 1,119,534
Export military sales 670,216 538,835
------- -------
$1,952,258 $2,692,415
======= =======
Our gross profit for the three months ended June 30, 2003 was $ 547,684
compared to $1,029,136 for the same period in 2002. This decrease in gross
profit is attributable to the decrease in total sales and to the increase in
overseas sales, which sales are characterized by lower margins as compared to
local sales. We believe that our overseas sales will continue to grow, but that
the level of profit from future export sales will be higher as a result of a
change in the composition of the products to be exported. As a result, our gross
profit margin for the three months ended June 30, 2003 was 28% compared to 38%
for the same period in 2002.
Our cost of sales for the three months ended June 30, 2003 was $1,404,547
compared to $1,663,279 for the same the same period in 2002. This decrease is
primarily attributable to the decrease in sales.
GENERAL AND ADMINISTRATIVE EXPENSES AND SELLING EXPENSES. General and
administrative costs for three months ended June 30, 2003 were $370,705 compared
to $333,121 for the same period in 2002. This slight increase is due to
increased professional expenditures, such as legal fees, advertising,
consultants and market analysts. Selling expenses for the three months ended
June 30, 2003 were $193,595 compared to $228,016 for the same period in 2002.
This decrease is primarily attributable to the decrease in sales.
INCOME TAX EXPENSES. Income tax benefit for the three months ended June 30,
2003 was $4,334 as compared to income tax expenses of $185,888 for the
comparable period in 2002, reflecting the decline in net income.
12
TOTAL OTHER INCOME (EXPENSE). Total other expense, net for the three months
ended June 30, 2003 was $61,125 as compared to $21,229 for the same period in
2002. This increase is attributable to increased financial expenses, due to
higher interest rates in the 2003 period.
MINORITY INTEREST. For the three months ended June 30, 2003 we recognized
and recorded the minority interest share in our loss of $1,012 compared to
their share in our income of $18,254 for the same period in 2002.
NET INCOME (LOSS). As a result of the foregoing our net loss for the three
months ended June 30, 2003 was $72,395 compared to net income of $242,628 for
the 2002 period.
TOTAL OTHER COMPREHENSIVE INCOME (LOSS). For the three months ended June
30, 2003 we reported total other comprehensive income of $121,439, net of tax,
compared to a loss of $32,632, net of tax, in the 2002 period. In the 2003
period we had foreign currency translation gains of $71,689 arising from the
decline of the dollar against the NIS, compared to a gain of $10,272 in the 2002
period. We also had $118,060 of unrealized gain on securities held that are
available for sale, as compared to a loss of $61,260 in the 2002 period. This
other comprehensive income in 2003 was offset in part by the tax expenses of
$68,310. In 2002 we had other comprehensive tax benefit of $18,356.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2002
RESULTS OF OPERATIONS
SALES AND GROSS PROFIT MARGIN. Sales for the six months ended June 30, 2003
decreased to $5,120,402 from $5,313,635 for the same period in 2002. This
decrease resulted from the recession in the Israeli market as well as the
decreases in the Israeli military budgets. The increase in export sales from
$795,633 for the six months ended June 30, 2002 to $2,418,081 in the 2003 period
was due to the successful implementation of our growth plan.
The breakdown of our sales for the six months ended June 30, 2003 and 2002
is as follows:
2003 2002
---- ----
Sales to the local civilian market $1,205,687 $2,011,659
Sales to the local military market 1,496,634 2,506,343
Export military sales 2,418,081 795,633
---------- ----------
$5,120,402 $5,313,635
========== ==========
Gross profit for the six months ended June 30, 2003 decreased to $1,442,016
from $2,046,527 for the same period in 2002. This decrease is attributable to
the decrease in total sales, and to the increase in overseas sales, which are
characterized by lower margins compared to local sales. As a result, our gross
profit margin for the six months ended June 30, 2003 was 28% compared to 39% for
the same period in 2002.
The cost of sales for the six months ended June 30, 2003 was $3,678,386
compared to $3,267,108 for the same the same period in 2002. This increase is
primarily attributable to increased overseas sales, which generally consist of
products that are more expensive to produce.
GENERAL AND ADMINISTRATIVE EXPENSES AND SELLING EXPENSES. General and
administrative costs for six months ended June 30, 2003 increased to $694,053
from $599,165 for the same period in 2002. This increase is due to increased
professional expenditures, such as legal fees advertising, consultants and
market analysts. Selling expenses for the six months ended June 30, 2003 were
$382,271 compared to $322,683 for the same period in 2002. The increase in
selling expenses is attributable to the Company's effort's to penetrate the
global marketplace and expand the awareness and market recognition of our
company and products.
13
INCOME TAX EXPENSES. Income tax expense for the six months ended June 30,
2003 was $124,913 as compared to $408,081 for the comparable period in 2002. The
reduction in income taxes is a result of the decrease in net income.
TOTAL OTHER INCOME (EXPENSE). Total other expense, net for the six months
ended June 30, 2003 was $131,878 as compared to $53,375 for the same period in
2002. This increase is attributable to increased financial expenses, arising
from higher interest rates in the 2003 period.
MINORITY INTEREST. For the six months ended June 30, 2003 we recognized and
recorded the minority interest share in our income of $7,184 compared to $41,340
for the same period in 2002.
NET INCOME. As a result of the foregoing, our net income for the six months
ended June 30, 2003 was $101,717 compared to $621,883 for the 2002 period.
TOTAL OTHER COMPREHENSIVE INCOME (LOSS). For the six months ended June 30,
2003 we reported total other comprehensive income of $143,619, net of tax,
compared to a total other comprehensive loss of $138,252, net of tax in the 2002
period. In the 2003 period we had foreign currency translation gains of $109,547
compared to a loss of $163,128 in the comparable 2002 period. This resulted from
the decrease in the NIS against the dollar in the 2002 period and the increase
of the NIS against the dollar in the 2003 period. In the 2003 period we also had
$114,858 of unrealized gain on securities available for sale as compared to a
loss of $52,890 in the 2002 period. As a result of the gains in the 2003 period
we recorded $80,086 in tax expenses as compared to a tax benefit of $77,766 in
2002.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, we had $771,668 in cash and cash equivalents and our
working capital was $3,188,397. Our current activities are financed by short and
long term bank loans offset by short term deposits. Our decision to incur
additional short term debt this year was based on our consideration of the
prevailing yields on our deposits compared to the cost of short term loans. Our
long term loans arose from acquisition of Achidatex and are payable over five
years.
Net cash used in operating activities was $697,911 for the six months June
30, 2003. Out of this amount, $312,930 was attributable to increase in trade
accounts receivable, $54,574 was attributable to increase in other assets,
$390,553 was attributable to increase in inventory, $182,815 was attributable to
decrease in trade accounts payable and $111,683 was attributable to decrease in
other liabilities.
The increase in accounts receivable at June 30, 2003 compared to year end
was primarily the result of the increase in overseas sales in the second quarter
of 2003. The increase in inventory for the six months ended June 30, 2003 was
primarily due to our anticipation of upcoming orders.
Net cash provided by investing activities was $307,895 for the six months
ended June 30, 2003. During the six months ended June 30, 2003, we used $52,187
for the purchases of property and equipment and $204,743 for investment in
marketable securities. This was offset by $183,839 from the proceeds of the sale
of the marketable securities and the $380,986 repayment of a note receivable and
accrued interest by an officer.
We anticipate increasing our research and development expenditures in 2003
and 2004, primarily with respect to ballistic helmets, stab-resistant fabric,
ceramic ballistic plates, ballistic wall covering and one-way protective
windows. We anticipate total research and development expenses for 2003 and 2004
will be approximately $350,000 and $750,000 respectively. The development of
these products will be by staff engineers. We expect that production of these
products will start by the end of 2003, increasing to full production by the
year 2006. We anticipate that in order to fund the research and development for
these products, we may seek to raise capital by means of an offering of our
equity securities. If we are unable to effect an offering of our securities, we
may fund our research and development expenditures through our operating funds.
In such event, the timing of our anticipated research and development and
subsequent production schedule would be delayed.
14
We believe that we have sufficient funds to fund our operations during the
remainder of 2003.
MARKET RISK
At June 30, 2003 and December 31, 2002, we held cash and cash equivalents
in the aggregate amount of $771,668 and $831,820, respectively, most of these
amounts were deposited with Israeli banks. Under Israeli law, the Bank of Israel
insures all bank deposits without limits on the amount. Therefore, we do not
anticipate losses in respect to these items.
The majority of our sales are made to government institutions and private
industry in Israel. Consequently, we believe that our exposure to credit risks
relating to trade receivables is limited. Overseas sales are usually covered by
a letter of credit and are performed through major financial institutions;
therefore the exposure risk is limited. We perform ongoing credit evaluations of
our customers and generally do not require collateral. An appropriate allowance
for doubtful accounts is included in trade accounts receivable.
ITEM 3. CONTROLS AND PROCEDURES
Based on their evaluations, as of the end of the period covered by this
quarterly report on Form 10-QSB, our principal executive officer and principal
financial officer have concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934 (the "Exchange Act")) are effective in timely alerting them
to material information required to be included in our periodic Securities and
Exchange Commission filings. There have been no changes in the Company's
internal control over financial reporting during the second fiscal quarter of
2003 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting including any
corrective actions with regard to significant deficiencies and material
weaknesses.
15
PART II - OTHER INFORMATION
DEFENSE INDUSTRIES INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None.
ITEM 5. OTHER INFORMATION
As of December 31, 2002, we had an outstanding loan evidenced by a
Promissory Note, dated as of January 15, 2002 from Joseph Postbinder, our
Chairman of the Board and Chief Executive Officer, totaling $400,000. The loan
accrued interest at 8% per annum and was due and payable on December 15, 2002.
For the fiscal year ended December 31, 2002 total interest income from notes
receivable from stockholders approximated $31,000. The balance of the Promissory
Note at December 31, 2002 was $380,986. The note and accorded interest were
repaid as of June 30, 2003.
In October 2002, we signed a license agreement with Smith & Wesson Holding
Corporation, or "Smith & Wesson", that enabled us to use the Smith &Wesson
trademark on several of our bullet-proof vests. On July 22, 2003 we assigned the
license agreement to Pride Business Development Group, a California-based
private company. We will have an opportunity to provide certain products,
including our blast resistant wall covering, to Pride Business Development Group
to be sold and marketed under the Smith & Wesson name.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
99.1 Certification by Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification by Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.3 Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.4 Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
_______________
(B) Reports on Form 8-K:
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DEFENSE INDUSTRIES INTERNATIONAL, INC.
(Registrant)
/S/ JOSEPH POSTBINDER
----------------------
Name: Joseph Postbinder
Chief Executive Officer
/S/ TSIPPY MOLDOVAN
----------------------
Name: Tsippy Moldovan
Chief Financial Officer
17
EXHIBIT 99.1
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph Postbinder, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Defense Industries
International, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e) for the registrant and we have:
a) designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (or the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
operation of internal control over financing reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information and;
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 14, 2003
/S/ JOSEPH POSTBINDER
---------------------
Joseph Postbinder
Chief Financial Officer
EXHIBIT 99.2
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002
I, Tsippy Moldoven, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Defense Industries
International, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e) for the registrant and we have:
a) designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (or the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
operation of internal control over financing reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information and;
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 14, 2003
/S/ TSIPPY MOLDOVEN
-------------------
Tsippy Moldoven
Chief Financial Officer
EXHIBIT 99.3
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Defense Industries
International, Inc. (the "Company") on Form 10-QSB for the period ending June
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Joseph Postbinder, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/S/ JOSEPH POSTBINDER
---------------------
Joseph Postbinder
Chief Executive Officer
August 14 , 2003
EXHIBIT 99.4
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Defense Industries
International, Inc. (the "Company") on Form 10-QSB for the period ending June
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Tsippy Moldovan, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/S/ TSIPPY MOLDOVAN
-------------------
Tsippy Moldovan
Chief Financial Officer
August 14, 2003