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: May 31, 2003
[ ] Transition Report under Section 13 or 15(d) of the
Exchange Act of 1934
For the transition period from ____ to ____
Commission File No. 0-26057
BIOPHAN TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 82-0507874
--------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
--------------------------------- ---------
(Address of principal executive offices) (Zip code)
(585) 214-2441
-----------------------
Issuer's telephone number
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[ X ] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding as of July 14, 2003
Common Stock, $.005 par value 38,903,314
Transitional small Business Disclosure Format (Check One): Yes[ ] No[x]
1
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
Independent Accountant's Report 3
Condensed Consolidated Balance Sheets, May 31, 2003 (Unaudited)
and February 28, 2003 4
Condensed Consolidated Statements of Operations, Three Months Ended
May 31, 2003 and 2002 (Unaudited), and from August 1,
1968 (Date of Inception) through May 31, 2003 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows, Three Months Ended
May 31, 2003 and 2002 (Unaudited) and from August 1, 1968
(Date of Inception) through May 31, 2003 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. Plan of Operation 9
ITEM 3. Controls and Procedures 13
PART II. OTHER INFORMATION 14
ITEM 1. Legal Proceedings 14
ITEM 2. Changes in Securities and Use of Proceeds 14
ITEM 3. Defaults Upon Senior Securities 14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits and Reports on Form 8-K 15
a. Exhibits 15
b. Reports on Form 8-K 20
SIGNATURES 20
CERTIFICATIONS 21
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------
To the Board of Directors
Biophan Technologies, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Biophan Technologies, Inc. and Subsidiaries as of May 31, 2003, and the
related condensed consolidated statements of operations and cash flows for the
three-month periods ended May 31, 2003 and 2002. These financial statements
are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
February 28, 2003, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated April 10, 2003, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of February 28, 2003, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
July 2, 2003
3
BIOPHAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
May 31, 2003
(Unaudited) February 28, 2003
------------------------------------
ASSETS
Current Assets:
Cash $ 43,639 $ 48,935
Investments in marketable securities - 302,000
Advances receivable 4,495 10,127
Due from related party 29,405 24,368
Prepaid expenses 51,377 90,923
--------------------------------
Total Current Assets 128,916 476,353
--------------------------------
Fixed Assets, at cost, net 76,158 63,232
Other Assets:
Intellectual property rights 70,000 70,000
Security deposit 2,933 2,933
Deferred equity placement costs 83,862 70,538
Deferred tax asset, net of valuation
allowance of $2,279,000 and $2,120,000
respectively - -
--------------------------------
156,795 143,471
--------------------------------
$ 361,869 $ 683,056
================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable and accrued expenses $ 509,027 $ 343,216
Loan payable to stockholder 143,570 143,570
Payable to related party, less discount 307,899 300,000
Due to related party 9,306 9,401
--------------------------------
Total Current Liabilities 969,802 796,187
--------------------------------
Long-term payable to related party,
less discount 166,666 83,333
Stockholders' Deficiency:
Common stock, $.005 par value
Authorized, 60,000,000 shares
Issued and outstanding,
37,634,693 shares 188,173 188,173
Additional paid-in capital 7,668,520 7,588,520
Deficit accumulated during the
development stage (8,631,292) (7,973,157)
--------------------------------
(774,599) (196,464)
--------------------------------
$ 361,869 $ 683,056
================================
See Notes to Condensed Consolidated Financial Statements.
4
BIOPHAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Period from
August 1, 1968
Three Months Ended (date of inception)
May 31, to
2003 2002 May 31, 2003
----------------------------------------------
Operating expenses:
Salaries and related $ 127,642 $ 171,213 $ 1,297,436
Research and development 238,103 451,815 2,673,495
Professional fees 106,109 140,493 1,977,825
Write-down of intellectual property - - 530,000
General and administrative 104,736 165,309 1,188,990
----------------------------------------------
Operating loss (576,590) (928,830) (7,667,746)
Other income(expense):
Interest expense (110,251) (10,300) (1,111,647)
Interest income 902 16,608 45,665
Other income 27,804 13,498 256,879
Other expense - (28,805) (65,086)
----------------------------------------------
(81,545) (8,999) (874,189)
----------------------------------------------
Loss from continuing operations (658,135) (937,829) (8,541,935)
Loss from discontinued operations - - (89,357)
----------------------------------------------
Net loss $ (658,135) $ (937,829) $(8,631,292)
==============================================
Loss per common share
-basic and diluted $ (0.02) $ (0.03)
===========================
Weighted average shares outstanding 37,634,693 29,549,439
===========================
See Notes to Condensed Consolidated Financial Statements.
5
BIOPHAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Period from
August 1, 1968
Three Months Ended (date of inception)
May 31, to
2003 2002 May 31, 2003
-------------------------------------------
Cash flows used for operating activities:
Net loss $ (658,135) $ (937,829) $(8,631,292)
Adjustments to reconcile net loss to net cash
provided(used) by operating activities:
Depreciation 5,764 6,376 46,294
Realized and unrealized losses on
marketable securities - 28,805 66,948
Amortization of interest on convertible
notes payable 91,232 - 474,565
Write-down of intellectual property rights - - 530,000
Amortization of discount on payable to
related party - - 75,000
Issuance of common stock for services - - 101,108
Issuance of common stock for interest - - 468,823
Grant of stock options for services 30,000 50,000 1,217,800
Expenses paid by stockholder - - 2,640
Changes in operating assets and liabilities:
(Increase)decrease in advances receivable 5,632 - (4,495)
Increase in due from related
parties (5,037) - (29,405)
(Increase) decrease in prepaid expenses 39,546 61,583 (51,377)
Increase in security deposits - - (2,933)
Increase in accounts payable and
accrued expenses 165,811 130,791 495,696
Increase(decrease) in due to related
parties (95) 222,594 (34,190)
--------------------------------------
(325,282) (437,680) (5,274,818)
Cash flows used for investing activities:
Purchases of fixed assets (18,690) (7,674) (122,452)
Sales of marketable securities 302,000 540,000 1,219,270
Purchases of marketable securities - - (1,286,218)
--------------------------------------
283,310 532,326 (189,400)
Cash flows provided by financing activities:
Proceeds of bridge loans - - 986,500
Loan from stockholder
Line of credit borrowing from related party 50,000 - 350,000
Net proceeds from sales of capital stock - - 4,111,649
Deferred equity placement costs (13,324) (45,000) (83,862)
-------------------------------------
36,676 (45,000) 5,507,857
-------------------------------------
Net increase(decrease)in cash (5,296) 49,646 43,639
Cash, beginning 48,935 12,199 -
-------------------------------------
Cash, ending $ 43,639 $ 61,845 $ 43,639
=======================================
Supplemental schedule of noncash investing
and financing activities:
Intellectual property acquired through
issuance of capital stock and
assumption of related party payable $ - $ - $ 175,000
=======================================
Acquisition of intellectual property $ - $ - $ 425,000
=======================================
Issuance of common stock upon conversion
of bridge loans $ - $ - $ 986,500
=======================================
See Notes to Condensed Consolidated Financial Statements.
6
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2003
INTERIM FINANCIAL STATEMENTS:
The condensed consolidated financial statements as of May 31, 2003 and for the
three months ended May 31, 2003 and 2002 are unaudited. However, in the
opinion of management of the Company, these financial statements reflect all
adjustments, consisting solely of normal recurring adjustments, necessary to
present fairly the financial position and results of operations for such
interim periods. The results of operations for the interim periods presented
are not necessarily indicative of the results to be obtained for a full year.
BASIS OF CONSOLIDATION:
The condensed consolidated financial statements include the accounts of
Biophan Technologies, Inc. ("Biophan")and its wholly owned subsidiaries, LTR
Antisense Technology, Inc. ("Antisense") and MRIC Drug Delivery Systems, LLC
("MRIC") (collectively referred to as the "Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.
ORGANIZATIONAL HISTORY:
The Company was incorporated under the laws of the State of Idaho on August 1,
1968. On January 12, 2000, the Company changed its domicile to Nevada by
merging into a Nevada corporation, and on July 19, 2001, changed its name to
Biophan Technologies, Inc. The Company's stock currently trades over-the-
counter under the symbol BIPH. Our corporate headquarters are located at 150
Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586; Tel.
(585) 214-2441; website: www.biophan.com.
On December 1, 2000, the Company acquired LTR Antisense Technology, Inc., a
New York corporation ("LTR"), from Biomed Solutions, LLC (formerly Biophan,
LLC), a New York limited liability company ("Biomed"), in a share for share
exchange. As a result of the exchange, LTR became a wholly owned subsidiary of
the Company. The exchange was consummated pursuant to and in accordance with
an Exchange Agreement, originally dated December 1, 2000 and subsequently
amended, by and among the Company, LTR and Biomed. LTR owns multiple patents
for proprietary HIV antisense gene therapy technology.
In connection with the exchange, the Company (i) issued an aggregate of
10,759,101 shares of common stock to Biomed in exchange for all the issued
shares of LTR and (ii) issued an aggregate of 10,759,101 shares of common
stock to a group of investors for $175,000. Also on December 1, 2000, the
Company acquired intellectual property rights, including a pending patent to
the MRI-compatible pacemaker technology from Biomed (the "Assignment"), for
future consideration of $500,000 ("MRI technology purchase liability payable")
The Assignment was consummated pursuant to, and in accordance with, an
Assignment and Security Agreement, originally dated December 1, 2000 and
subsequently amended, by and between the Company and Biomed.
PRINCIPAL BUSINESS ACTIVITIES:
The Company is in the development stage and is expected to remain so for at
7
least the next twelve months.
The Company is developing technologies that make biomedical devices safe for
use in an MRI (Magnetic Resonance Imaging) machine. Many biomedical devices
are prohibited for use in an MRI machine, including pacemakers, cardioverter-
defibrillators, neurostimulators, bladder control devices, insulin pumps with
wire connected sensors, pain control devices, interluminal imaging coils,
interventional catheters and guide wires, endoscopes, and others. The Company
plans to provide intellectual property licenses to manufacturers of these
biomedical devices.
The Company has elected to apply Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations
in accounting for its stock options issued to employees (intrinsic value) and
has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation. Had the Company elected to recognize compensation cost based on
the fair value of the options granted at the grant date as prescribed by SFAS
No. 123, the Company's net loss and loss per common share would have been as
follows:
Three months ended May 31, 2003 2002
-----------------------------------------------------------------------
Net loss - as reported $ (658,135) $ (937,829)
Add: Stock-based employee compensation
Expense included in reported net loss,
net of related tax effects 30,000 50,000
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 50,000 115,000
-----------------------------------------------------------------------
Net loss - pro forma $ (678,135) $(1,002,829)
=======================================================================
Basic and diluted loss
per share - as reported $ (.02) $ (.03)
=======================================================================
Basic and diluted loss
per share - pro forma $ (.02) $ (.03)
=======================================================================
PREPAID EXPENSES:
Prepaid expenses at May 31, 2003 consist of the following:
Prepaid consulting fees $ 26,966
Prepaid insurance 6,286
Prepaid supplies 18,125
--------
$ 51,377
========
LOAN AGREEMENTS:
In June 2002, the Company signed a Loan Agreement with a stockholder providing
for borrowings of up to $400,000 with interest payable at 8% per annum.
8
Principal and accrued interest become due and payable on December 31, 2003.
At May 31, 2003, $143,570 had been borrowed under this Agreement.
In June 2002, the Company executed a line-of-credit agreement (the "Line")
with Biomed that provided for borrowings up to $250,000. Interest accrues at
8% per annum. Upon execution of the Line, Biomed received warrants to
purchase 325,000 shares of restricted common stock at $1.00 per share. The
warrants were valued at approximately $234,000 which was recorded as a
discount against the Convertible Promissory Note (the "Note") supporting the
Line. At issuance, the Note was convertible into shares of the Company's
common stock, at a price below the market value of such stock. The intrinsic
value of the beneficial conversion feature of the Note was recorded as an
additional discount, such that the full $250,000 issued was discounted, with a
corresponding increase to additional paid-in capital.
On August 19, 2002, the Line was increased by $100,000 and the expiration date
thereof was extended to August 19, 2003. The payment date of amounts borrowed
under the original Line was extended to December 1, 2002. In consideration
for the increase in the Line, Biomed received 30,000 additional warrants to
purchase shares of restricted common stock at a price dependent on the selling
price of the Company's stock, as defined. The exercise price of the warrants
issued to Biomed in exchange for the increase in the line of credit to
$350,000 and the extension of the payment date to December 1, 2002 is the
lowest of (i) the closing bid price on June 4, 2002; (ii) the closing bid
price on the date of exercise; or (iii) the lowest per share purchase price
paid by any third party between June 4, 2002 and the exercise date. The fair
value of the warrants - in accordance with guidance provided by Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation - was estimated at the date of grant using the Black-Scholes
option pricing model with the following assumptions: risk-free interest rate
of 5.25; no dividend yield; volatility factor of the expected market price of
the company's common stock of 0.0%, and an expected life of 2.8 years. The
value attributed to the warrants was insignificant. As a result, these
warrants have been allocated no value. The Company has drawn an additional
$50,000 under the Line, which was also fully discounted as a result of the
beneficial conversion feature, which was recorded as additional paid-in
capital. At May 31, 2003, the Company has borrowed the full amount of
$350,000 under the Line.
Under the Transfer Agreement dated December 1, 2000, the Company incurred a
liability ("MRI technology purchase liability payable") of $500,000 (including
interest of $75,000) to Biomed in connection with the acquisition of the MRI
intellectual property rights described above. Biomed maintains a security
interest in the underlying patents until the liability is satisfied. The
intellectual property rights will revert to Biomed if the Company does not
satisfy the liability by June 1, 2004. The stated liability bears interest at
an annual rate of 8%.
In December 2002, in consideration for extending the maturity date to June 1,
2004 and for prior extensions, the Company and Biomed agreed to make the
$500,000 MRI technology purchase liability payable to Biomed convertible at
Biomed's election into shares of the Company's common stock at a price
dependent on the selling price of the Company's stock, as defined, but below
market. Consequently, the intrinsic value of the beneficial conversion
feature of the liability was recorded as a discount, such that the full
$500,000 was discounted, with a corresponding increase to additional paid-in
capital. At May 31, 2003, the balance of the MRI technology purchase liability
payable, net of a discount of $333,334, is $166,666.
9
At May 31, 2003, the principal amounts of the Company's obligations
approximated their estimated fair values based upon current borrowing rates
for similar issues.
CHANGES IN EQUITY:
Effective August 22, 2002, the Company entered into a finder's agreement with
a domestic consulting firm providing for the sale of restricted shares of
common stock pursuant to Regulation D under the Securities Act. The finder
received a cash fee of 10% plus stock. The private placement was completed in
January 2003 and the Company issued a total of 5,541,100 shares of stock for
aggregate net proceeds of $1,244,505.
During November 2002, the Company entered into a Stock Purchase Agreement with
an institutional investor whereby the Company agreed to sell up to $3,000,000
of the Company's common stock. The agreement requires the Company to file
with the Securities and Exchange Commission ("SEC") a Registration Statement
covering the shares issuable under this agreement. The Company can begin
selling shares to the purchaser immediately after the SEC declares the above-
mentioned Registration Statement effective. The Company has filed and the
registration became effective on July 11, 2003.
SUBSEQUENT EVENT:
In June 2003, $183,950 of the $350,000 of Line of Credit convertible notes
under which the Company is obligated to Biomed Solutions, LLC was sold and
converted to 1,268,621 shares of common stock in accordance with the
convertible terms of the notes.
Item 2. PLAN OF OPERATION
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-
QSB. This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Actual events or
results may differ materially from those projected in the forward-looking
statements as a result of a number of factors including those identified
herein and in the Company's Annual report on Form 10-KSB and other periodic
reports and filings with the Securities and Exchange Commission.
We are currently in the development stage of operations and expect to be
in that mode for at least the next twelve months. Our primary mission is to
develop and commercially exploit technologies for enabling cardiac pacemakers
and other life sustaining medical devices to be safe and compatible with
magnetic resonance imaging (MRI) and other equipment that generates powerful
magnetic and radio frequency signals.
We have filed a registration statement with the SEC to register 8,960,000
shares of our common stock to be sold to Spectrum Advisors under an equity
line of credit agreement. The registration statement was declared effective
on July 11, 2003. We will receive proceeds only from draw-downs under the
equity line of credit. We estimate that proceeds from potential sales of our
stock to Spectrum Advisors under the equity line of approximately $2,437,000
will be sufficient to satisfy our cash requirements over the ensuing twelve
months. If we are limited to the condition that Spectrum may not own more
than 9.9% of the outstanding shares at any one time, we would be able to draw
down only approximately $1,163,000 under the equity line. Accordingly, we
10
would have to curtail some of our programs, reduce our expenses and
renegotiate loans based on the available funds. Our estimate of the use of
proceeds given each situation is as follows:
Proceeds from 9.9%
Spectrum Limitation
---------- ----------
Research and product development $ 970,000 $ 526,000
Operating expenses, including
administrative salaries and benefits,
office expenses, rent expense, legal
and accounting, publicity, investor
relations 858,300 295,700
Repay related party loans plus interest 290,000 150,000
Commission on draw downs under equity line
of credit 243,700 116,300
Costs of registration 75,000 75,000
---------- ----------
$2,437,000 $1,163,000
========== ==========
The above table takes into consideration the cost of filing the aforementioned
registration statement and includes legal, accounting and printing expenses
and filing fees. Operating expenses are an estimate of expenditures we
anticipate in operating our business, based on the level of funds realized
from the line of credit.
We intend to pursue our research and product development activities,
concentrating the major portion of our available resources on the shielding
and filtering technologies for achieving MRI safe solutions. We have
identified a core group of potential customers/development partners for our
technology and continue to meet with these companies on a regular basis. We
are obligated by confidentiality and nondisclosure agreements with the
companies we are speaking with concerning potential relationships. We have
received several term sheets from interested biomedical device manufacturers
but have not accepted any of the offers at this time. However, our
negotiations with these entities and our evaluation of their proposals is
continuing.
Our goal is to enter into a development arrangement with one or more of
these entities whereby the entity would provide financial and research support
to further the commercialization of our technologies. In addition to seeking
development arrangements with potential partners, we will continue to expand
our technology portfolio by seeking to acquire complementary technologies
through licensing arrangements with other third parties. Key members of our
management team have and will continue to attend and present technical papers
at industry trade conferences and to leaders in the pacing and medical device
arena.
We estimate that our research and development plan will require
approximately $970,000 of our funds over the next twelve months, or $526,000
if we are subject to the 9.9% limitation, dedicated to the following
activities:
Proceeds from 9.9%
Spectrum Limitation
---------- ----------
MRI Shielding for Active Medical Devices $ 344,000 $ 311,000
MRI Shielding for Passive Medical Devices 238,000 215,000
11
Photonic Technology for Intraluminal MR Imaging 388,000 -0-
---------- ----------
$ 970,000 $ 526,000
========== ==========
The MRI Shielding project entails the development of technology that may
be applied to active medical devices such as pacemakers, drug pumps and others,
and to passive medical devices such as biopsy needles, guidewires and others,
to allow patients to undergo MRI diagnostics. The Intraluminal project
involves the use of our photonic technology to develop products that improve
the image quality and reduce the scan time of MRI diagnostic procedures.
Our photonic technology uses miniature electronic components to convert
both power and data signals from electicity to light, thus eliminating the
need for long wires inside the body. These wires are the source of unwanted
heating and electrical charges that result from the magnetic and radio
frequency fields used in MRI. Replacing wires with optical fibers eliminates
these problems. Microcoils are a miniature version of MRI receiver coils
that, rather than being external to the body as in traditional MRI, can be
incorporated into a catheter and inserted inside the opening (or lumen) inside
the body (thus "intraluminal microcoil"). The projects will be conducted in
orderly phases, first demonstrating technical feasibility, then completing
detailed product designs, verifying and validating the designs. A
commercialization partner will be able to intersect at any stage of
development of a project.
The related party loans include a $350,000 line of credit agreement with
Biomed Solutions, LLC, which is a shareholder of Biophan and of which Michael
L. Weiner, our CEO, is a manager and part owner. As of May 31, 2003, $350,000
was outstanding under this agreement. In June 2003, $183,950 was converted
and we issued 1,268,621 shares of common stock in exchange. The loan bears
interest at 8% per annum and is due and payable in 10 equal consecutive
monthly installments commencing upon the effectiveness of our current
registration statement. Related party loans also include a loan of $143,570
from H. Deworth Williams, a less than 5% stockholder. This loan also bears
interest at 8% per annum and is due on December 31, 2003.
Our current strategic plan does not indicate a need for material capital
expenditures in the conduct of research and development activities, nor does
the plan contemplate any significant change in the number of employees. We
currently employ ten (10) full-time individuals.
New Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
Application of Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and expenses
during the period reported. The following accounting policies involve a
"critical accounting estimate" because they are particularly dependent on
estimates and assumptions made by management about matters that are highly
uncertain at the time the accounting estimates are made. In addition, while we
12
have used our best estimates based on facts and circumstances available to us
at the time, different estimates reasonably could have been used in the
current period, or changes in the accounting estimates we used are reasonably
likely to occur from period to period which may have a material impact on the
presentation of our financial condition and results of operations. We review
these estimates and assumptions periodically and reflect the effects of
revisions in the period that they are determined to be necessary.
Acquired Intangibles
Acquired intangibles are reviewed for impairment whenever events such as a
significant industry downturn, product discontinuance, product disposition,
technology obsolescence or other changes in circumstances indicate that the
carrying amount may not be recoverable. When such events occur, we compare the
carrying amount of these assets to their undiscounted expected future cash
flows. If this comparison indicates that there is an impairment, the amount of
the impairment is calculated using discounted expected future cash flows. Our
estimates of undiscounted and discounted future cash flows are dependent upon
many factors, including general economic trends, industry trends, and
technological developments. It is reasonably likely that future cash flows
associated with these assets may exceed or fall short of our current
estimates, in which case a different amount for our intangible assets and the
related impairment charge would have resulted. If our actual cash flows exceed
our estimates of future cash flows, there would be no change to our previously
recognized impairment charge although, it may indicate that the amount of the
impairment was greater than needed. If our actual cash flows are less than our
estimates of future cash flows, we may need to recognize an additional
impairment in future periods, which would be limited to the current carrying
value of our acquired intangible assets.
Tax Valuation Allowance
A tax valuation allowance is established, as needed, to reduce net deferred
tax assets to the amount for which recovery is probable. We have established a
full valuation allowance against our net deferred tax assets because our lack
of revenues and our recurring losses as a development stage company cause our
long term financial forecast to have enough uncertainty that we do not meet
the standard of "more likely than not" that is required for measuring the
likelihood of realization of net deferred tax assets. In the event it becomes
more likely than not that some or all of the deferred tax assets will be
realized, our valuation allowance will be adjusted. Depending on the amount
and timing of taxable income we ultimately generate in the future, as well as
other factors, we could recognize no benefit from our deferred tax assets, in
accordance with our current estimate, or we could recognize their full value.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Based on an evaluation under the supervision and with the participation of our
management as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-QSB, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the securities Exchange Act of 1934,
are effective to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.
13
Changes in Internal Controls.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken. However, the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events and there is no certainty that any design will
succeed in achieving its stated goal under all potential future
considerations, regardless of how remote.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings and there are no
material legal proceedings pending with respect to our property. We are not
aware of any legal proceedings contemplated by any governmental authorities
involving either us or our property. None of our directors, officers or
affiliates is an adverse party in any legal proceedings involving us or our
subsidiaries, or has an interest in any proceeding which is adverse to us or
our subsidiaries.
Item 2. Changes in Securities and Use of Proceeds
On June 30, 2003, we issued 1,268,621 shares of common stock for the
conversion of $183,950 of the $350,000 Line of Credit obligation payable to
Biomed Solutions, LLC. Biomed had previously sold that portion of its
receivable to a single purchaser, Bellador Advisory Services (Labuan) Ltd.,
a Kuala Lumpur, Malaysia company. The shares were issued to Bellador and its
assigns pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act of 1933, involving a private transaction in exchange for debt,
and pursuant to the provisions of Regulation S of the Securities Act. All
recipients of the shares were nonaffiliated, non U.S. persons deemed to be
accredited investors and/or persons with knowledge of business. There was no
general solicitation or general advertising related to the transaction, and
the recipients were required to represent that they were non U.S. persons and
that they were not acquiring the shares for the account or benefit of any
U.S. Person. The offer to purchase the shares was not made to a person in
the United States and, at the time of the transaction, the purchasers were
outside the United States. All securities representing the shares were issued
with appropriate restrictive legends.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
14
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No.
*EX-2.1 Articles of Merger filed as Exhibit to Form 10-KSB for the
year ended February 29, 2000.
*EX-2.2 Articles of Dissolution filed as Exhibit to Form 10-KSB for
the year ended February 29, 2000.
*EX-2.3 Exchange Agreement, dated as of December 1, 2000, by and among
Biophan, Biomed Solutions, LLC (formerly Biophan, LLC), and LTR,
filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-3.1 Certificate of Incorporation (Nevada) filed as Exhibit to
Form 10-KSB for the year ended February 29, 2000.
*EX-3.2 Bylaws (Nevada) Filed as exhibit to Form 10-KSB for the year
ended February 28, 2002.
*EX-3.3 Amendment to the Articles of Incorporation filed as part of
Form 8-K, filed December 15, 2000.
*EX-3.4 Amendment to Exchange Agreement filed as Exhibit to Form
10-KSB for the year ended February 28, 2001.
*EX-3.5 Certificate of Amendment to Articles of Incorporation filed
as exhibit to Form 8-K on August 27, 2001.
*EX-4.1 Stock Purchase Warrant between Biophan and Biomed Solutions, LLC
(formerly Biophan, LLC) dated June 4, 2002, filed as Exhibit to
Form 10-QSB for the period ended May 31, 2002.
*EX-4.2 Stock Purchase Warrant between Biophan and Bonanza Capital
Masterfund LTD, filed as Exhibit to Form 10-QSB for the period
ended May 31, 2002.
*EX-4.3 Restated Stock Purchase Warrant between Biophan and Biomed
Solutions, LLC, dated January 8, 2003, filed as Exhibit to Form
10-QSB for the period ended November 30, 2002.
*EX-4.4 Stock Purchase Warrant between Biophan and Biomed Solutions, LLC
dated November 11, 2002, filed as Exhibit to Form 10-QSB for the
period ended November 30, 2002.
*EX-4.5 Form of Stock Purchase Warrant issued to principals of Carolina
Financial Services, for a total of 121,572 shares, filed as Exhibit
to Form 10-QSB for the period ended November 30, 2002.
*EX-4.6 Form of Stock Purchase Warrant to be issued to Carolina Financial
services in connection with the Stock Purchase Agreement with
Spectrum Advisors, Ltd, filed as Exhibit to Form 10-QSB for the
period ended November 30, 2002.
15
*EX-4.7 Form of Stock Purchase Warrant issued to investors in private
placement of securities, for a total of 2,770,550 shares, filed as
Exhibit to Form 10-QSB for the period ended November 30, 2002.
*Ex-4.8 Stock Purchase Warrant issued to SBI USA, LLC , filed as Exhibit
to Form 10-QSB for the period ended November 30, 2002.
*EX-10.1 Assignment, dated as of December 1, 2000, by and between Biophan
and Biomed Solutions, LLC (formerly Biophan, LLC), a New York
limited liability company, filed as part of Form 8-K, filed
December 15, 2000.
*EX-10.2 Security Agreement, dated as of December 1, 2000, by and between
Biophan and Biomed Solutions, LLC (formerly Biophan, LLC), a New
York limited liability company, filed as part of Form 8-K, filed
December 15, 2000.
*EX-10.3 Transfer Agreement filed as Exhibit to Form 10-KSB for the
year ended February 28, 2001.
*EX-10.4 Amendment to Transfer Agreement filed as Exhibit to Form
10-KSB for the year ended February 28, 2001.
*EX-10.5 Line of Credit Agreement between Biophan and Biomed Solutions,
LLC dated June 4, 2002, filed as Exhibit to Form 10-QSB for the
period ended May 31, 2002.
*EX-10.6 Convertible Promissory Note between Biophan and Biomed Solutions,
LLC dated June 4, 2002, filed as Exhibit to Form 10-QSB for the
period ended May 31, 2002.
*EX-10.7 Loan Agreement between Biophan and H. Deworth Williams
dated June 18, 2002, filed as Exhibit to Form 10-QSB for
the period ended May 31, 2002.
*EX-10.8 Stock Purchase Agreement between Biophan and Bonanza Capital
Masterfund LTD, filed as Exhibit to Form 10-QSB for the period
ended May 31, 2002.
*EX-10.9 Escrow Agreement between Biophan, Bonanza Capital Masterfund LTD
and Boylan, Brown, Code, Vigdor & Wilson LLP, filed as Exhibit to
Form 10-QSB for the period ended May 31, 2002.
*EX-10.10 Registration Rights Agreement between Biophan and Bonanza Capital
Masterfund LTD, filed as Exhibit to Form 10-QSB for the period
ended May 31, 2002.
*EX-10.11 Executive Employment Agreement between Biophan and Michael L.
Weiner dated December 1, 2000, filed as Exhibit to Form 10-QSB for
the period ended May 31, 2002.
*EX-10.12 Executive Employment Agreement between Biophan and Jeffrey L. Helfer
dated June 6, 2002, filed as Exhibit to Form 10-QSB for the period
ended May 31, 2002.
*EX-10.13 Executive Employment Agreement between Biophan and Stuart G.
MacDonald dated June 6, 2002, filed as Exhibit to Form 10-QSB for
the period ended May 31, 2002.
16
*EX-10.14 Executive Employment Agreement between Biophan and Robert J. Wood
dated June 6, 2002, filed as Exhibit to Form 10-QSB for the
period ended May 31, 2002.
*EX-10.15 Financial Accommodations Agreement between Biophan and Bellador
(Labuan) Ltd dated July 1, 2002, filed as Exhibit to Form
10-QSB for the period ended May 31, 2002.
*EX-10.16 Stock Purchase Agreement between Biophan and Spectrum Advisors,
LTD., filed as Exhibit to Form 10-QSB for the period ended
November 30, 2002.
*EX-10.17 Escrow Agreement between Biophan, Spectrum Advisors, Ltd. and
Boylan, Brown, Code, Vigdor & Wilson LLP., filed as Exhibit to
Form 10-QSB for the period ended November 30, 2002.
*EX-10.18 Registration Rights Agreement between Biophan and Spectrum
Advisors, Ltd., filed as Exhibit to Form 10-QSB for the period
ended November 30, 2002.
*EX-10.19 Lease Agreement between Biophan and High Technology of Rochester,
Inc. dated October 8, 2001, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.20 Strategic Partnership Agreement between Biophan and UB Business
Alliance dated December 10, 2001, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.21 License Agreement between Biophan and Xingwu Wang and Nanoset,
LLC dated February 7, 2002, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.22 Patent License Agreement between Biophan and Deborah D. L. Chung
dated April 5, 2002, filed as an exhibit to Form SB-2/a on
March 14, 2003.
*EX-10.23 License Agreement between Biophan and Johns Hopkins University
dated April 24, 2002, filed as an exhibit to Form SB-2/a on
March 14, 2003.
*EX-10.24 Advisory Agreement between Biophan and SBI USA, LLC dated
December 18, 2002, filed as an exhibit to Form SB-2/a on
March 14, 2003.
*EX-10.25 Development Agreement between Biophan and Alfred University
dated February 21, 2002, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.26 Development Agreement between Biophan and Alfred University
dated January 24, 2003, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.27 First Amendment to Restated Stock Purchase Agreement between
Biophan and Spectrum Advisors, Ltd., dated March 10, 2003,
filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.28 Development Agreement between Biophan and Greatbatch Enterprises,
Inc., dated February 28, 2001, filed as an exhibit to Form
SB-2/a on March 14, 2003.
17
*EX-10.29 Assignment of Patent No: 60,269,817, by and between Biophan and
Michael L. Weiner, Wilson Greatbatch, Patrick R. Connelly, and
Stuart G. MacDonald, filed as an exhibit to Form SB-2/a on March
14, 2003.
*EX-10.30 Assignment of Patent No: 10,077,988, by and between Biophan and
Patrick R. Connelly, Michael L. Weiner, Stuart G. MacDonald, Thomas
H. Foster, Wilson Greatbatch, and Victor Miller, filed as an
exhibit to Form SB-2/a on March 14, 2003.
*EX-10.31 Assignment of Patent No: 10,077,836, by and between Biophan and
Michael L. Weiner, Stuart G. MacDonald, and Patrick R. Connelly,
filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.32 Assignment of Patent No: 10,077,823, by and between Biophan and
Patrick R. Connelly, Michael L. Weiner, Jeffrey L. Helfer ,
Stuart G. MacDonald, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.33 Assignment of Patent No: 10,077,978, by and between Biophan and
Michael L. Weiner, Jeffrey L. Helfer, Stuart G. MacDonald,
Patrick R. Connelly, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.34 Assignment of Patent No: 10,078,062, by and between Biophan and
Michael L. Weiner, Patrick R. Connelly, Stuart G. MacDonald,
Jeffrey L. Helfer, Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.35 Assignment of Patent No: 10,077,932, by and between Biophan and
Michael L. Weiner, Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.36 Assignment of Patent No: 10,077,887, by and between Biophan and
Michael L. Weiner, Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.37 Assignment of Patent No: 10,077,883, by and between Biophan and
Michael L. Weiner, Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.38 Assignment of Patent No: 10,077,958, by and between Biophan and
Michael L. Weiner, Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.39 Assignment of Patent No: 10,077,888, by and between Biophan and
Patrick R. Connelly, Stuart G. MacDonald, and Michael L. Weiner,
filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.40 Assignment of Patent No: 60,357,935, by and between Biophan and
Jeffrey L. Helfer, Robert W. Gray, and Michael L. Weiner, filed as
an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.41 Assignment of Patent No: 10,132,457, by and between Biophan and
Stuart G. MacDonald, Jeffrey L. Helfer, and Michael L. Weiner,
18
filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.42 Assignment of Patent No: 09,864,944, by and between Biophan and
Wilson Greatbatch, Patrick R. Connelly and Michael L. Weiner, filed
as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.43 Assignment of Patent No: 09,865,049, by and between Biophan and
Victor Miller, Wilson Greatbatch, Patrick R. Connelly and Michael
L. Weiner, filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.44 Assignment of Patent No: 09,885,867, by and between Biophan and
Wilson Greatbatch, Patrick R. Connelly and Michael L. Weiner, filed
as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.45 Assignment of Patent No: 09,885,868, by and between Biophan and
Victor Miller, Wilson Greatbatch, Patrick R. Connelly and Michael
L. Weiner, filed as an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.46 Assignment of Patent No: 10,283,530, by and between Biophan and
Wilson Greatbatch and Michael L. Weiner, filed as an exhibit to Form
SB-2/a on March 14, 2003.
*EX-10.47 Assignment of Patent No: 10,369,429, by and between Biophan and
Jeffrey L. Helfer, Robert W. Gray, and Michael L. Weiner, filed as
an exhibit to Form SB-2/a on March 14, 2003.
*EX-10.48 Assignment of Patent No: 10,162,318, by and between Biophan and
Biomed Solutions, LLC, filed as an exhibit to Form SB-2/a on March
14, 2003.
*EX-10.49 Strategic Partnership Agreement between Biophan and UB Business
Alliance dated May 27, 2003 filed as an exhibit to Form SB-2/a on
June 12, 2003.
*EX-16.1 Letter on change of accountants filed as Exhibit to Form
10-KSB for the year ended February 28, 2001.
*EX-16.2 Appointment of independent public accountants filed as
exhibit to Form 8-K on May 7, 2001.
*EX-21 Subsidiaries filed as Exhibit to Form 10-KSB for the year
ended February 28, 2001.
*EX-22.1 Definitive Proxy Statement filed with the Securities and Exchange
Commission on January 10, 2000
*EX-22.2 Definitive Proxy Statement filed with the Securities and
Exchange Commission on June 3, 2001.
*EX-23.1 Auditors' Consent - Goldstein Golub Kessler LLP, filed as an exhibit
to Form SB-2/a on March 14, 2003.
*EX-23.2 Consent of Frank G. Shellock, filed as an exhibit to Form SB-2/a on
March 14, 2003.
*EX-23.3 Consent of Robert Rubin M.D., filed as an exhibit to Form SB-2/a on
March 14, 2003.
*EX-99.1 2001 Stock Option Plan filed as exhibit to Form 8-K on August
27, 2001.
19
EX-99.2 Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-99.3 Certification of C.F.O. Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Exhibits so marked have heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and are
incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the period ended
May 31, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BIOPHAN TECHNOLOGIES,INC.
(Registrant)
Date: July 15, 2003
By: /s/ Michael L. Weiner
------------------------------
Name: Michael L. Weiner,
Title: Chief Executive Officer
By: /s/ Robert J. Wood
------------------------------
Name: Robert J. Wood
Title: Chief Financial Officer
20
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael L. Weiner, Chief Executive Officer of Biophan Technologies,
Inc. (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Biophan
Technologies, 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer 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: July 15, 2003
/s/Michael L. Weiner
----------------------
Michael L. Weiner
Chief Executive Officer
21
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert J. Wood, Chief Financial Officer of Biophan Technologies,
Inc. (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Biophan
Technologies, 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer 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: July 15, 2003
/s/Robert J. Wood
--------------------
Robert J. Wood
Chief Financial Officer
22
1