-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KbHSoPp8JblunC7HQSURATJkbn2Jnrx99PfLTWw0fcOdsi6/WcTg7HG/Y9owHF4Q D+Z0NNCT4634pejwr4vwVw== 0000950120-03-000313.txt : 20030521 0000950120-03-000313.hdr.sgml : 20030521 20030521172014 ACCESSION NUMBER: 0000950120-03-000313 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-02749 FILM NUMBER: 03715022 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA SUITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA SUSITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 10QSB 1 d530750_10qsb.txt DISTINCTIVE DEVICES, INC. FORM 10-QSB ================================================================================ UNITED STATES 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 March 31, 2003 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ______________ to ______________ COMMISSION FILE NUMBER 0-2749 ___________________________ DISTINCTIVE DEVICES, INC. (Name of small business issuer in its charter) DELAWARE 13-1999951 (State of incorporation or organization) (IRS Identification No.) One Bridge Plaza, Ste. 100 Fort Lee, NJ 07024 (Address of principal executive offices) (201) 363-9922 (Issuer's telephone number) N/A (Issuer's former address) 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 --- --- 7,008,582 shares of issuer's common stock, $.001 par value, were outstanding at May 10, 2003. Issuer has no other class of common equity. ================================================================================ CONTENTS Page ---- PART I. FINANCIAL INFORMATION................................................1 Item 1. Financial Statements.................................................1 CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2003 and December 31, 2002......................................1 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2003 and 2002................................2 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2003 and 2002................................3 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.......................4 Item 2. Management's Discussion and Analysis or Plan of Operation............6 PART II - OTHER INFORMATION....................................................7 Item 4. Controls and Procedures..............................................7 Item 6. Exhibits and Reports on Form 8-K.....................................7 SIGNATURES.....................................................................8 i PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET ASSETS March 31, December 31, 2003 2002 ---------- ------------- (Unaudited) (Audited) CURRENT ASSETS: Cash and Cash Equivalents $ 282,678 $ 331,036 Accounts Receivable, Net 353,260 242,397 Inventories 628,938 713,252 Assets of Discontinued Operations and Assets Held For Sale 6,500 6,500 Prepaid Expenses and Other Current Assets 205,763 46,787 ---------- ---------- Total Current Assets 1,477,139 1,339,972 PROPERTY AND EQUIPMENT, Net 849,236 896,843 OTHER ASSETS 86,826 91,860 ---------- ---------- Total Assets $2,413,201 $2,328,675 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Term Loan Due Banks $ 282,253 $ 278,899 Other Loans Payable 699,908 620,602 Accounts Payable and Accrued Expenses 306,216 318,693 Accrued Professional Fees 147,578 138,154 ---------- ---------- Total Current Liabilities 1,435,955 1,356,408 CONVERTIBLE SUBORDINATED DEBENTURES 400,000 400,000 ---------- ---------- Total Liabilities 1,835,955 1,756,408 ---------- ---------- MINORITY INTEREST 172,133 2,116 ---------- ---------- STOCKHOLDERS' EQUITY: Preferred Stock, $.001 Par; 5,000,000 Authorized; None Outstanding - - Common Stock, $.001 Par Value, 50,000,000 Shares Authorized; 7,008,582 Shares Issued and Outstanding 7,008 7,008 Additional Paid-In Capital 5,291,413 5,291,413 Accumulated Deficit (4,893,308) (4,728,270) ---------- ---------- Total Stockholders' Equity 405,113 570,151 ---------- ---------- Total Liabilities and Stockholders' Equity $2,413,201 $ ,328,675 ========== ========== - -------------------- The accompanying notes are an integral part of these financial statements.
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DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2003 2002 ---- ---- Revenue $ 577,476 $ 437,790 Cost of Goods Sold (355,071) (384,726) ---------- ---------- Gross Profit 222,405 53,064 Operating Expenses (346,542) (205,536) ---------- ---------- Operating Loss (124,137) (152,472) ---------- ---------- Other Income (Expense): Interest and Other Income 2,791 2,064 Interest Expense (43,692) - ---------- ---------- Total Other Income (Expense) (40,901) 2,064 ---------- ---------- Loss from Continuing Operations (165,038) (150,408) Discontinued Operations: Loss on Sale and Write-Down of Assets From Discontinued Operations, Net of Tax Benefit of $0 After Valuation Allowance - (39,241) ---------- ---------- Net Loss $ (165,038) $ (189,649) ========== ========== Accumulated Deficit, Beginning of Period (4,728,270) (3,703,582) ========== ========== Accumulated Deficit, End of Period (4,893,308) (3,893,231) ========== ========== Weighted Average Shares of Common Stock Outstanding (1) 7,008,582 3,189,137 ========== ========== Loss Per Share - Basic and Diluted: Loss From Continuing Operations $ (0.02) $ (0.05) Loss From Discontinued Operations - (0.01) ---------- ---------- Net Loss Per Share - Basic and Diluted $ (0.02) $ (0.06) ========== ========== (1) The weighted average shares of common stock outstanding are not adjusted for potential effects of the Company's convertible subordinated debentures because of their antidilutive effect. - -------------------- The accompanying notes are an integral part of these financial statements.
2
DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, ---------------------------- 2003 2002 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES $ (286,484) $ (528,770) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Property and Equipment (14,492) (39,552) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Issuance of Loans 432,500 - Repayment of Loans (349,900) - Proceeds from Minority Interest (170,018) - ---------- ---------- Net Cash Provided by Financing Activities 252,618 - ---------- ---------- Decrease in Cash and Cash Equivalents From Continuing Operations (48,358) (568,322) ---------- ---------- Net cash provided by discontinued operations - 98,069 ---------- ---------- Cash and Cash Equivalents: Beginning of period $ 331,036 689,958 ========== ========== End of period $ 282,678 $ 219,705 ========== ========== - -------------------- The accompanying notes are an integral part of these financial statements.
3 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Distinctive Devices, Inc. and its subsidiaries, Webpulse Consulting, Inc. Distinctive Devices (India), PLC (96.6% owned), International Gemsource, Inc. and RealTime Systems, Ltd. NOTE 2: INTERIM FINANCIAL DATA In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States for interim financial information. These condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The annual consolidated financial statements of the Company as of December 31, 2002 should be read in conjunction with these statements. The financial information included herein has not been audited. However, management believes the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of March 31, 2003 and the results of its operations and cash flows for the three months ended March 31, 2003 and 2002. The results of its consolidated operations and cash flows for the three months ended March 31, 2003 are not necessarily indicative of the results of operations or cash flows for the year ending December 31, 2003. NOTE 3: REVENUE RECOGNITION Product sales are recognized when an agreement of sale exists, product delivery has occurred, pricing is final or determinable, and collection is reasonably assured. NOTE 4: INVENTORIES Inventories consist primarily of telephone equipment materials held by RealTime Systems, Ltd. Inventories are stated at cost, which approximates market, on the first-in, first-out, basis. In addition, the Company has gemstone inventory (through International Gemsource, Inc.) which consists of polished diamonds being held by two customers on consignment. After a customary period allowed for examination of these goods, the stones will be returned or paid for, as the case may be, in accordance with common practice in the diamond industry. As of March 31, 2003, inventories consisted of the following: Raw Materials $ 233,485 Gemstones 101,450 Work-in Process 184,695 Finished Goods 109,308 ----------------- $ 628,938 ================= NOTE 5: ASSETS HELD FOR SALE Assets held for sale represent equipment and inventories related to the Company's discontinued wireless ISP operations which have been segregated and written down to their net realizable value. 4 NOTE 6: CONVERTIBLE SUBORDINATED DEBENTURES In 2001, the Company issued $400,000 principal amount of 10% convertible subordinated debentures (the "Debentures") which mature in 2006. The debentures are convertible into common stock at the holder's option at conversion prices ranging from $2.25 in 2003 to $4.50 in 2006. Partial conversion is permitted. Debentures may be redeemed by the Company, in whole or in part, at percentages of face value ranging from 104.06% in 2003 to 101.25% in 2006. Debentures are subordinated to obligations for money borrowed from financial institutions. NOTE 7: CAPITAL STRUCTURE The Company has 5,000,000 shares of preferred stock, par value $.001, authorized. The Board has the authority to issue the shares in one or more series and to fix the designation preferences, powers and other rights as it deems appropriate. The Company has 50,000,000 shares of common stock, par value $.001, authorized. Common stock has one vote per share for election of directors and all other matters submitted to a vote of stockholders. Shares of common stock do not have cumulative voting, preemptive, redemption or conversion rights. NOTE 8: GOING CONCERN As shown in the accompanying financial statements, the Company incurred net losses of $165,038 and $189,649 in the three-month periods ended March 31, 2003 and 2002, respectively. The Company's working capital of $41,184 at March 31, 2003 is not sufficient to fund operations at the current level. These factors raise a substantial doubt about the Company's ability to continue as a going concern. Management is considering obtaining financing through the issuance of debt and stock. The ability of the Company to continue as a going concern is dependent upon management's ability to continue to obtain financing, to successfully implement its business plan and to establish profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 9: SEGMENT INFORMATION The Company reports segments based upon the management approach, which approach designates the internal reporting that is used by management for making operating decisions and assessing performance. The Company operates three segments, Telephone Equipment, Gemstone Trading and Software Development.
TELEPHONE GEMSTONE SOFTWARE EQUIPMENT TRADING DEVELOPMENT CORPORATE CONSOLIDATED -------------- ------------- -------------- ------------- ------------- Revenue, net $ 505,998 $ - $ 71,478 $ - 577,476 Operating income (loss) (20,592) (605) 10,858 (113,798) (124,137) Net income (loss) (34,870) (605) 10,858 (140,421) (165,038) Assets 1,165,043 303,304 715,874 228,980 2,413,201
NOTE 10: MINORITY INTEREST During the quarter ended March 31, 2003, RealTime Systems, Ltd. issued shares of preferred stock in the amount of $169,290. All of these shares were issued to outside parties. For the condensed consolidated financial statement presentation, the preferred stock has been included in minority interest, as these shares were not owned by the Company. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The company is in the process of assimilating its most recent acquisition, namely, the purchase of RealTime Systems Ltd. of New Delhi, India ("RTS"), in December 2002. A twenty year old company, RTS manufactures equipment which enables legacy telephone companies to offer DSL services on their existing landline networks and to provide multiple voice connections on a single copper pair. RTS supplies this equipment to the largest privately-owned telephone network in India, among other phone service providers in that country. Prior to the acquisition, the Company acted as a distributor of RTS products. RTS also plans to produce television set-top boxes ("STB") for use in India. These devices will conform to specifications issued by India's Ministry of Communications, which become effective in July 2003. So far as we know, RTS is the only Indian company preparing to manufacture this product, although others may well follow. Competition can also be anticipated from manufacturers outside India. The largest TV cable network operator in India, with 11 million subscribers, has issued preliminary approval for STB designs submitted by three intended STB manufacturers. RTS is one. The other two are located outside India. STB prototypes from RTS will be submitted to the network operator next month (June 2003). Another RTS product, a communications safety device, has recently been approved for use by the Indian railway system. Over the next two years, installations valued at over $2 million are expected. To date, RTS is the sole provider approved for this product. Results of Operations --------------------- Revenues for the three-month period ended March 31, 2003 amounted to $577,476 compared to $437,790 in the same period a year ago. The increase is attributable to the acquisition of RTS in December 2002. While operating losses were lower in the 2003 period, the net loss from continuing operations increased from $150,408 in 2002 to $165,038 in the three-month period in 2003. The increase was more than accounted for by the substantial increase in interest expense in the 2003 period, of $43,692. There were no further write-downs of asset values from discontinued operations during the three-month period in 2003. This compared to write-downs of $39,241 in the same period a year earlier, which were added to operating losses. Revenues in the first quarter of 2003 were derived from RTS sales of telephone equipment amounting to $505,998 and DDI (India) sales of $71,478 from software development and satellite-delivered educational services. Liquidity --------- Working capital at March 31, 2003 amounted to $41,184, a sum insufficient to fund operations at the current level. Recent funding has been provided by the Company's controlling shareholder, by way of loans totaling $640,000 since December 2002. Management is currently seeking to arrange long-term financing to alleviate the inadequacy of working capital. While some inducement, in the form of warrants or stock options, will no doubt be needed to attract a long-term lender, every effort is being made to minimize the consequent dilution to current shareholders. Risks and Uncertainties ----------------------- The Company is subject to all the risks inherent in an early stage company in the software, systems and telecommunication industries. These risks include, but are not limited to, a limited operating history, limited resources, dependence upon business acceptance of the products and services, changes taking place in electronic commerce and the general 6 economic climate. The Company's operating results may be materially affected by the foregoing factors. STATEMENTS CONTAINED HEREIN AND ELSEWHERE IN THIS REPORT CONCERNING FUTURE ACTIVITIES, PERFORMANCE OR INTENTIONS ARE FORWARD-LOOKING STATEMENTS WHICH, BY THEIR NATURE, INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS, AND DEPEND ON CIRCUMSTANCES, THAT WILL OCCUR IN THE FUTURE, MANY OF WHICH ARE NOT WITHIN THE COMPANY'S CONTROL. ACTUAL RESULTS AND EVENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS AS THE RESULT OF KNOWN OR UNKNOWN RISKS, UNCERTAINTIES AND/OR OTHER FACTORS AND THERE CAN BE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE CORRECT. PART II - OTHER INFORMATION ITEM 4. CONTROLS AND PROCEDURES Our President, Treasurer and Chief Financial Officer has concluded, based on an evaluation made within 90 days of the filing of this report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits ------------ 10.1 Unsecured Demand Promissory Note, dated December 10, 2002, for $415,000 issued to Combine International, Inc. (filed as Exhibit 10.5 to the Company's Form 10-KSB for the year ended December 31, 2002, and incorporated herein by reference thereto). 10.2 Form of Common Stock Purchase Warrant issued to Combine International, Inc. (filed as Exhibit 4.2 to the Company's Form 10-KSB for the year ended December 31, 2002, and incorporated herein by reference thereto). 99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.3 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.4 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K ----------------------- No Reports on Form 8-K were filed during the three months ended March 31, 2003. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DISTINCTIVE DEVICES, INC. (Registrant) By: /s/ Sanjay Mody ------------------------- Dated: May 20, 2003 Sanjay Mody President and CEO Treasurer and CFO 8 EX-99 3 ex99_2.txt EX. 99.2 CERTIFICATE SEC. 906 SARBANES-OXLEY EXHIBIT 99.2 DISTINCTIVE DEVICES, INC. CERTIFICATE PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 ----------------------------- The undersigned, Sanjay Mody, the President, Chief Executive Officer, Treasurer and Chief Financial Officer of Distinctive Devices, Inc. (the "Company"), DOES HEREBY CERTIFY that: 1. The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003 (the "Report") fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 20th day of May, 2003. /s/ SANJAY MODY ------------------------ Sanjay Mody President, Chief Executive Officer, Treasurer and Chief Financial Officer EX-99 4 ex99_3.txt EX. 99.3 CERTIFICATION SEC. 302 SARBANES-OXLEY EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sanjay Mody, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Distinctive Devices, 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 we 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 function): 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 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: May 20, 2003 /s/ SANJAY MODY ------------ ----------------------- Sanjay Mody President and Chief Executive Officer EX-99 5 ex99_4.txt EX. 99.4 CERTIFICATION SEC. 302 SARBANES-OXLEY EXHIBIT 99.4 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sanjay Mody, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Distinctive Devices, 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 we 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 function): 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 riot 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 action with regard to significant deficiencies and material weaknesses. Date: May 20, 2003 /s/ SANJAY MODY ------------ ----------------------- Sanjay Mody Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----