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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-28606
NUWAVE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 22-3387630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (973) 882-8810
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or such shorter period that 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of August 14, 2003: 1,875,902
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Transitional Small Business Disclosure Format: Yes |_| No |X|
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NUWAVE TECHNOLOGIES, INC.
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets as of June 30, 2003 (unaudited)
and December 31, 2002 P. 3
Condensed Statements of Operations for the three and
six months ended June 30, 2003 (unaudited) and
June 30, 2002 (unaudited) P. 4
Condensed Statements of Cash Flows for the six months
ended June 30, 2003 (unaudited) and June 30, 2002
(unaudited) P. 5
Notes to Condensed Financial Statements P. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION P. 8
ITEM 3. CONTROLS AND PROCEDURES P. 13
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES P. 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K P. 14
SIGNATURES P. 14
2
NUWAVE TECHNOLOGIES, INC.
Balance Sheets
(In thousands, except share data)
June 30, December 31,
2003 2002
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 32 $ 174
Accounts receivable, net 11
Inventory 15 25
Prepaid expenses and other current assets 37 159
--------- ---------
Total current assets 84 369
Property and equipment 41 47
Other assets 19 20
Deferred tax benefit 230 230
--------- ---------
Total assets $ 374 $ 666
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 614 $ 537
Note payable to officer/stockholder 115
--------- ---------
Total current liabilities $ 614 $ 652
--------- ---------
Long-term liabilities:
Note payable 315 200
--------- ---------
Total liabilities 929 852
--------- ---------
Commitments
Capital deficit:
Series A Convertible Preferred Stock, noncumulative,
$.01 par value; authorized 400,000 shares; 1
67,000 issued and outstanding at June 30, 2003
Preferred stock, $.01 par value; authorized 1,000,000
shares; none issued - (preferences and rights to be
designated by the Board of Directors)
Common stock, $.001 par value; authorized 140,000,000
shares; 1,740,218 shares issued and outstanding at 2 1
June 30, 2003 and 507,735 shares issued and
outstanding at December 31, 2002
Additional paid in capital 27,249 26,927
Accumulated deficit (27,807) (27,114)
--------- ---------
Total capital deficit (555) (186)
--------- ---------
Total liabilties and capital deficit $ 374 $ 666
========= =========
The accompanying notes are an integral part of these condensed financial statements
3
NUWAVE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
------------ ------------ ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Net sales $ 12 $ 13 $ 15 $ 281
Cost of sales (3) (8) (3) (148)
----------- ----------- ----------- -----------
9 5 12 133
----------- ----------- ----------- -----------
Operating expenses:
Research and development expenses (72) (319) (126) (469)
General and administrative expenses (295) (664) (573) (1,237)
----------- ----------- ----------- -----------
(367) (983) (699) (1,706)
----------- ----------- ----------- -----------
Loss from operations (358) (978) (687) (1,573)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 2 5
Interest expense (6) - (6) (1)
----------- ----------- ----------- -----------
(6) 2 (6) 4
----------- ----------- ----------- -----------
Net loss $ (364) $ (976) $ (693) $ (1,569)
=========== =========== =========== ===========
Basic and diluted loss per share:
Weighted average number of
common shares outstanding 1,382,798 249,195 1,026,719 243,020
=========== =========== =========== ===========
Basic and diluted loss per share $ (0.26) $ (3.92) $ (0.67) $ (6.46)
=========== =========== =========== ===========
The accompanying notes are an integral part of these condensed financial statements
4
NUWAVE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Six Months
Ended Ended
June 30, June 30,
2003 2002
----------- -----------
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (693) $ (1,569)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 6 15
Provision for bad debt expense 11
Decrease in accounts receivable 132
Decrease in inventory 10 147
Decrease in prepaid expenses and other
current assets 122 14
Decrease in other assets 1 4
Increase (decrease) in accounts payable and
accrued liabilities 77 (284)
Issuance of stock, options and warrants for
consulting services 9
-------- --------
Net cash used in operating activities (457) (1,385)
-------- --------
Cash flows from financing activities:
Proceeds from equity offerings 87 810
Proceeds from notes payable 357
Repayment of debt (115)
Costs incurred for equity offerings and warrants (14) (113)
-------- --------
Net cash provided by financing activities 315 697
-------- --------
Net decrease in cash and cash equivalents (142) (688)
Cash and cash equivalents at the beginning of the period 174 1,011
-------- --------
Cash and cash equivalents at the end of the period $ 32 $ 323
======== ========
Supplemental disclosure of cash flow information:
Interest paid during the period $ 6 $ 1
======== ========
Supplemental disclosures of non-cash financing activities:
During 2003, the Company issued 1,089,490 shares
of common stock in settlement of debt aggregating
$242,000.
The accompanying notes are an integral part of these condensed financial statements
5
NUWAVE TECHNOLOGIES, INC.
NOTES TO
CONDENSED FINANCIAL STATEMENTS
1. Basis of Interim Financial Statement Preparation
------------------------------------------------
The accompanying unaudited condensed financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America for interim information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The results of
operations for the interim periods shown in this report are not necessarily
indicative of expected results for any future interim period or for the entire
fiscal year. NUWAVE Technologies, Inc. (the "Company" or "NUWAVE"), believes
that the quarterly information presented includes all adjustments (consisting
only of normal, recurring adjustments) necessary for a fair presentation in
accordance with generally accepted accounting principles. The accompanying
condensed financial statements should be read in conjunction with the Company's
Annual Report on Form 10-KSB as filed with the Securities and Exchange
Commission ("SEC") on April 15, 2003.
2. Capital Transactions
--------------------
On January 12, 2003 the Company's Executive Officers, Directors and
employees voluntarily and irrevocably surrendered all 1,189,000 of the Company's
options that had been granted to them through that date.
During the six months ended June 30, 2003 the Company received loans from
Cornell Capital Partners, LP totaling $357,000. All of the loans were secured by
advance puts under the Equity Line of Credit Agreement. Of this $357,000
borrowed during the six months ended June 30, 2003, $142,000 was repaid through
the issuance of 831,360 shares of our common stock. In addition, $100,000
borrowed from Cornell during 2002 was repaid during the six month period ending
June 30,2003 through the issuance of 258,129 shares of our common stock. From
August 20, 2002 through June 30, 2003, the Company received loans from Cornell
Capital totaling $882,000. As of June 30, 2003, we have repaid $567,000 of the
outstanding balance from the proceeds of puts under the Equity Line of Credit,
leaving a balance at June 30, 2003 of $315,000, which we intend to repay from
the proceeds of puts under the Equity Line of Credit. As of June 30, 2003, we
have utilized $595,000 of the Equity Line credit facility and have issued
1,443,134 shares of common stock under the terms of the agreement. In addition,
the outstanding loan balance due to Cornell Capital is secured by advance puts.
The Equity Line of Credit is non-exclusive; thereby permitting the Company
to offer and sell its securities to third parties while the Equity Line of
Credit is in effect. NUWAVE has the option to terminate the Equity Line of
Credit Agreement at any time, provided there is no pending advance thereunder.
6
On March 3, 2003, 8,000 warrants issued in conjunction with a consulting
agreement on March 3, 1998 expired. On March 14, 2003, 20,886 warrants issued in
a private placement on March 14, 2000 expired.
During May 2003 the Company entered into a Securities Purchase Agreement
with several independent buyers whereby the Company issued and sold to the
buyers 67,000 Series A Preferred Stock at $1 per share. The buyers are entitled
at their option to convert the Series A Preferred Stock into shares of the
Company's Common Stock at any time commencing after May 1, 2004 at an adjusted
conversion price of $0.05 per share. Any unconverted shares as of May 1, 2005
will automatically convert into shares of the Company's Common Stock at an
adjusted conversion price of $0.05 per share. The Company has the right to
redeem the outstanding Preferred Stock upon 30 days written notice at a
redemption price of 150% of the subscription amount plus interest on the
purchase price of 24%. If the Company seeks to redeem some, but not all, of the
Series A Preferred Stock, the Company shall redeem a pro rata amount from each
holder of the Series A Preferred Stock.
On May 11, 2003, 41,144 warrants and 60,634 placement agent warrants issued
in a private placement in May 1998 expired.
3. Subsequent Events
-----------------
On July 21, 2003, the Company's Board of Directors declared effective a
reverse split of the Company's common shares in the ratio of 1 to 50 as voted on
and approved by the shareholders' at the Company's Annual Shareholders' meeting
held on December 20, 2002, which is retroactively reflected herein.
During the month of July the Company received $66,000 and issued 135,685
shares of its common stock under the Cornell equity Line of Credit.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Report on Form 10-QSB contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical facts included in this Report, including without
limitation, the statements under "General," "Marketing and Sales," and
"Liquidity and Capital Resources," are forward-looking statements. The Company
cautions that forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements, due to several important factors
herein identified. Important factors that could cause actual results to differ
materially from those indicated in the forward-looking statements ("Cautionary
Statements") include delays in product development, competitive products and
pricing, lack of acceptance of the Company's products, general economic
conditions, risks of intellectual property litigation, product demand, industry
capacity, new product development, failure of distributor to market our products
effectively, commercialization of new technologies, the Company's ability to
raise additional capital under the Cornell Equity Line or otherwise,
developments resulting from the Company's inability to liquidate its accounts
payable and the risk factors detailed from time to time in the Company's Annual
Report on Form 10-KSB and other materials filed with the SEC.
All subsequent written and oral forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements.
GENERAL
The Company has been severely limited due to its inability to successfully
market its products to date. This combined with the low price/trading volume of
our common stock has seriously impacted our ability to raise the necessary
working capital needed to continue to actively market our products and
technology.
Our mission has been to identify, develop and commercialize high-margin,
proprietary technologies suited for high-volume, high-growth markets and, in
turn, achieve attractive long-term growth for our company. Our focus to date has
been on technology related to image and video enhancement designed to enrich
picture and video output with clearer, more defined detail in texture, color,
contrast and tone, at low cost. Our initial products can be used by original
equipment manufacturers (OEM's) for placement into products that produce images
8
for display screens such as televisions and/or DVD players, for supplementing
and increasing video quality on existing television monitors and video displays
via set-top boxes containing our technology, and by individuals over the
Internet for improving their personal images and photographs. Our patented high
speed filtering technology removes approximately 70% of the picture noise while
retaining correct focus (the image and text in the image does not blur). The
three product lines based upon our proprietary technology are: 1) Retail and
Security/Surveillance Products, 2) the NUWAVE Video Processor (NVP) Technology
and 3) Digital Filtering Technology.
Notwithstanding the Company's endeavors to achieve sales goals through
comprehensive sales, marketing and licensing programs, to date we have only been
able to produce the minimal results as shown for the three and six months ended
June 30, 2003. Therefore no assurance can be given that these products will be
successfully marketed or that losses will not continue to occur. See "Liquidity
and Capital Resources."
RESULTS OF OPERATIONS
Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002.
Revenues for the six months ended June 30, 2003 were $15,000 compared to
$281,000 for the six months ended June 30, 2002. The sales in the first half of
2002 were the result sales of the Company's VGE inventory to Gemini Industries,
Inc. ("Gemini") the exclusive licensee of NUWAVE's VGE retail product. In
December 2001, Gemini, a manufacturer and distributor of consumer electronics
accessories, was granted a five-year exclusive license to market and distribute
NUWAVE's VGE in North America. Initial shipments of the VGE and ASIC chips to
Gemini took place during the first quarter of 2002. Minimum ongoing purchase
requirements under the contract were to begin in July 2002. After having
received a three-month extension, Gemini still had not met their minimum
contractual purchase requirements and management determined it was in the
Company's best interest to terminate the agreement. The Company is currently
concentrating its efforts on sales and/or licensing of its NVP 1104 technology.
Cost of sales decreased by $145,000 for the six months ended June 30, 2003 as
compared to the six months ended June 30, 2002 primarily due to the decrease in
sales during 2003.
During the six months ended June 30, 2003, $126,000 was spent on research
and development activities compared to $469,000 for the same six-month period in
2002, a decrease of $343,000. The majority of the research and development
expenditures incurred during the first six months of 2002 related to the
development and completion of the Company's NVP 1104 ASIC chip. The decreases in
the first six months of 2003 were primarily a result of the completion of the
NVP 1104 design in July 2002 and the Company's efforts to reduce expenditures in
order to preserve cash for immediate needs until more permanent financing is
secured.
General and administrative expenses for the six months ended June 30, 2003,
totaled $573,000 representing a decrease of $664,000 compared to the six months
ended June 30, 2002. Such decrease was the result of management's company wide
9
cost cutting efforts as noted above that reduced marketing costs by $125,000
combined with decreases in payroll of $185,000, professional fees of $52,000,
investor relations costs of $42,000, China Agency costs of $85,000, travel costs
of $40,000, financial consulting of $121,000 and other of $14,000. Interest
expense for the six months ended June 30, 2003 was $6,000 compared to $1,000 for
the same period last year.
As a result of the above, we incurred a net loss of $693,000 for the six
months ended June 30, 2003 compared to a net loss for the six months ended June
30, 2002, of $1,569,000.
Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002.
Revenues for the three months ended June 30, 2003 were $12,000 compared to
$13,000 for the three months ended June 30, 2002. Cost of sales for the three
months ended June 30, 2003 were $3,000 compared to $8,000 for the three months
ended June 30, 2002.
During the three months ended June 30, 2003, $72,000 was spent on research
and development activities compared to $319,000 for the same six-month period in
2002, a decrease of $247,000. The majority of the research and development
expenditures incurred during quarter ended June 30, 2002 related to the
development of the Company's NVP 1104 ASIC chip. The decreases in 2003 were
primarily a result of the completion of the NVP 1104 design in July 2002 and the
Company's efforts to reduce expenditures in order to preserve cash for immediate
needs until more permanent financing is secured.
General and administrative expenses for the three months ended June 30,
2003, totaled $295,000 representing a decrease of $369,000 compared to the three
months ended June 30, 2002. Such decrease was primarily the result of
management's company wide cost cutting efforts as noted above that reduced
marketing costs by $33,000 combined with decreases in payroll of $122,000,
professional fees of $29,000, China Agency costs of $54,000, travel costs of
$12,000, financial consulting of $111,000 and other of $8,000. Interest expense
for the six months ended June 30, 2003 was $6,000.
As a result of the above, we incurred a net loss of $363,000 for the three
months ended June 30, 2003 compared to a net loss for the three months ended
June 30, 2002, of $976,000.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2003, the Company had cash and cash equivalents of
approximately $32,000 and accounts payable of $614,000 (the majority of which is
past due) resulting in a negative working capital position as well as a negative
net worth. Other than the $315,000 due to Cornell Capital Partners, L.P. which
is scheduled to be repaid from the proceeds of puts under the Equity Line of
Credit there are no long-term liabilities. On April 15, 2002, we entered into a
10
$3 million Equity Line of Credit. Provided we are in compliance with the terms
of the Equity Line of Credit Agreement and provided the Company has available
sufficient shares registered with the Securities and Exchange Commission, we
may, at our option, require the Purchaser to purchase up to $100,000 in any
seven business day period of our Common Stock, up to a maximum of $3 million
over the two years from May 31, 2002. However, under the terms of the agreement
in no event shall the number of shares issuable to the Investor pursuant to any
single advance exceed 9.9% of the then outstanding Common Stock of the Company.
Because of the low selling price of the Company's common shares, this has
severely limited the amount the Company is actually able to require the Investor
to purchase. The purchase price of the shares for any given advance is 97% of
the then current market price. For all advances, the Investor receives a fee
equal to 4% of the gross proceeds of each advance. The Equity Line of Credit is
non-exclusive; thereby permitting us to offer and sell our securities to third
parties while the Equity Line of Credit is in effect. We have the right to
terminate the Equity Line of Credit Agreement at any time, provided there is no
pending advance thereunder. From August 20, 2002 through August 8, 2003, the
Company received loans from Cornell Capital totaling $882,000. The loans were
secured by advance puts under the Equity Line of Credit. As of June 30, 2003, we
have repaid $567,000 of the outstanding balance from the proceeds of puts under
the Equity Line of Credit, leaving a current balance of $315,000, which is
scheduled to be repaid from the proceeds of puts under the Equity Line of
Credit. As of June 30, 2003, we have utilized $595,000 of the Equity Line credit
facility and have issued 1,443,134 shares of common stock under the terms of the
agreement. In addition, the outstanding loan balance due to Cornell Capital is
secured by advance puts. To repay the current debt owed to Cornell or to
continue to utilize the Equity Line will require the Company to register
additional shares with the Securities and Exchange Commission.
During May 2003 the Company entered into a Securities Purchase Agreement
with several independent buyers whereby the Company issued and sold to the
buyers 67,000 Series A Preferred Stock at $1 per share. The buyers are entitled
at their option to convert the Series A Preferred Stock into shares of the
Company's Common Stock at any time commencing after May 1, 2004 at an adjusted
conversion price of $0.05 per share. Any unconverted shares as of May 1, 2005
will automatically convert into shares of the Company's Common Stock at an
adjusted conversion price of $0.05 per share. The Company has the right to
redeem the outstanding Preferred Stock upon 30 days written notice at a
redemption price of 150% of the subscription amount plus interest on the
purchase price of 24%. If the Company seeks to redeem some, but not all, of the
Series A Preferred Stock, the Company shall redeem a pro rata amount from each
holder of the Series A Preferred Stock.
In their report on the audit of NUWAVE's financial statements for the year
ended December 31, 2002, our independent auditors included an explanatory
paragraph because of the uncertainty that we could continue in business as a
going concern. In the event we are unable to complete the sale of our Common
Stock pursuant to the Equity Line, the Preferred Stock Purchase Agreement or
otherwise; there would be substantial doubt about our ability to pay our
11
creditors and to continue as a going concern. Currently our efforts to satisfy
our reduced cash flow needs through utilization of the Equity Line of Credit, to
raise capital in the financial markets as well as exploring other options such
as mergers/acquisitions and strategic alliances have not been productive. There
can be no assurance that we will be successful in these endeavors and therefore
may have to consider our alternatives such as the sale or possible liquidation
of the Company or other changes to the Company. We are currently in discussions
with Cornell Capital Partners and other third parties regarding alternatives.
The Company's common stock is traded on the OTC bulletin board (OTCBB)
Market under the symbol NUWV. The OTCBB is a regulated quotation service that
displays real-time quotes, last-sale prices and volume information in
over-the-counter (OTC) equity securities. Prior to August 13, 2002, the stock
had been traded on the Nasdaq SmallCap Market. On July 21, 2003, the Company's
Board of Directors declared effective a reverse split of the Company's common
shares in the ratio of 1 to 50.
Item 3. Controls and Procedures
-----------------------
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have reviewed
and evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) as of a
date within 90 days before the filing date of this quarterly report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's current disclosure controls and procedures are
effective and timely, providing all material information relating to the Company
required to be disclosed in reports filed or submitted under the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. We are not aware of any significant
deficiencies or material weaknesses, therefore no corrective actions were taken.
12
PART II - OTHER INFORMATION
Item 2. Changes in Securities
---------------------
(c) On January 12, 2003 the Company's Executive Officers, Directors and
employees rescinded their interest in 1,189,000 of the Company's options that
had been granted to them.
On March 3, 2003, 400,000 warrants issued in conjunction with a
consulting agreement on March 3, 1998 expired. On March 14, 2003, 1,044,304
warrants issued in a private on March 14, 2000 expired. On May 11, 2003,
2,057,207 warrants and 3,031,695 placement agent warrants issued in a private
placement in May 1998 expired.
As of June 30, 2003 under the terms of the Equity Line of Credit
Agreement, the Company had received a total of $595,000 and had issued 1,443,134
shares of common stock.
On July 21, 2003, the Company's Board of Directors declared effective
a reverse split of the Company's common shares in the ratio of 1 to 50 as voted
on and approved by the shareholders' at the Company's Annual Shareholders'
meeting held on December 20, 2002.
13
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) 31.1 Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer
32 Section 1350 Certification
(b) Reports on Form 8-K
Current Report on Form 8-K, dated July 21, 2003.
Current Report on Form 8-K, dated June 4, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this Quarterly Report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Fairfield in the State of New Jersey on
August 14, 2003.
NUWAVE TECHNOLOGIES, INC.
-------------------------
(Registrant)
DATE: August 14, 2003 By: /s/ Gerald Zarin
----------------
Gerald Zarin
Chief Executive Officer and
Chairman of the Board
DATE: August 14, 2003 By: /s/ Jeremiah F. O'Brien
-----------------------
Jeremiah F. O'Brien
Chief Financial Officer
(Principal Financial Officer)
14