FORM 10-Q

California

94-2893789

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

395 West Java Drive, Sunnyvale, California 94089

(Address of principal executive offices)

(Zip Code)

(408) 542-5400

(Registrant's telephone number, including area code)

Page

Part I. - Financial Information

    Item 1.  Financial Statements

        Balance Sheets as of March 30, 2003 and September 29, 2002

3

        Statements of Operations for the fiscal quarter ended March 30, 2003 and

            March 31, 2002

4

        Statements of Operations for the six fiscal months ended March 30, 2003 and

            March 31, 2002

5

        Statements of Cash Flows for the six fiscal months ended March 30, 2003 and

            March 31, 2002

6

        Notes to Financial Statements

7

    Item 2.  Management's Discussion and Analysis of Financial Condition

                  and Results of Operations

9

    Item 3.  Quantitative and Qualitative Disclosures about Market Risk

12

    Item 4.  Controls and Procedures

12

Part II. - Other Information

13

    Item 1.  Legal Proceedings

13

    Item 4.  Submission of Matters to a Vote of Security Holders

13

    Item 6.  Exhibits and Reports on Form 8-K

14

Signatures

15

Certifications of Principal Executive Officer and Chief Financial Officer

16

March 30, 

September 29, 

ASSETS

(unaudited)

Current assets:

Cash and cash equivalents

$   2,385,600 

$   1,061,100 

Accounts receivable, net of allowance for doubtful accounts

of $20,000

766,700 

2,795,900 

Inventories

9,091,500 

9,591,100 

Prepaid expenses

Total current assets

12,525,200 

13,974,000 

Property and equipment, net

915,800 

930,900 

Other assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$      17,000 

$      129,100 

Accrued payroll and vacation

144,100 

148,000 

Accrued commissions

41,600 

18,800 

Other accrued expenses

-  

900 

Capital lease obligations, current portion

Total current liabilities

299,700 

Deferred rent

Total liabilities

Commitments and contingencies

Shareholders' equity:

Preferred stock, no par value; 1,000,000 shares authorized;

5,000 designated as Series A; 0 shares issued and outstanding

-  

-  

Common stock, no par value; 10,000,000 shares authorized;

6,630,688 and 6,852,888 shares issued and outstanding,

respectively

18,306,200 

18,539,900 

Additional paid-in capital

100,000 

100,000 

Accumulated deficit

Total shareholders' equity

March 30, 

March 31, 

Net revenues

$ 1,366,200 

$ 1,120,300 

Cost of revenues

Gross margin

Operating expenses:

Research and development

425,000 

459,200 

Selling, general, and administrative

Total operating expenses

Loss from operations

(453,100)

(811,600)

Other income (expense), net

Loss before provision for income taxes

(444,600)

(833,800)

Provision for incomes taxes

Net loss

Basic and diluted loss per common share

Basic and diluted weighted average common shares outstanding

March 30, 

March 31, 

Net revenues

$  2,688,900 

$  2,891,500 

Cost of revenues

Gross margin

Operating expenses:

Research and development

816,200 

1,027,000 

Selling, general, and administrative

Total operating expenses

Loss from operations

(1,178,500)

(1,371,000)

Other income (expense), net

Loss before provision for income taxes

(1,170,100)

(1,388,000)

Provision for incomes taxes

Net loss

Basic and diluted loss per common share

Basic and diluted weighted average common shares outstanding

March 30, 

March 31, 

Cash flows from operating activities:

Net loss

$ (1,170,900)

$ (1,394,500)

Adjustments to reconcile net loss to net cash provided by

  (used in) operating activities:

Depreciation and amortization

223,900 

426,900 

Loss (gain) on disposal of capital equipment

300 

(10,500)

Deferred rent

36,900 

-  

Change in operating assets and liabilities:

Accounts receivable

2,029,200 

(814,800)

Inventories

499,600 

1,136,700 

Prepaid expenses

244,500 

(100,500)

Accounts payable

(112,100)

(1,200)

Accrued payroll and vacation

(3,900)

(20,800)

Accrued commissions

22,800 

200 

Accrued insurance

-  

51,600 

Other accrued expenses

(900)

(3,800)

Income taxes payable

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Capital expenditures

(209,100)

(27,000)

Other assets

Net cash used in investing activities

Cash flows from financing activities:

Repurchase of Company common stock

(233,700)

-  

Proceeds from exercise of common stock options

-  

17,200 

Proceeds from bank borrowings

-  

750,000 

Repayment of capital lease obligations

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

1,324,500 

(22,800)

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

(A)

Basis of Presentation

The accompanying unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods indicated.

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions for Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows for the Company, in conformity with accounting principles generally accepted in the United States of America. The Company has filed audited financial statements that include all information and footnotes necessary for such a presentation of the financial position, results of operations, and cash flows for the fiscal years ended September 29, 2002 and September 30, 2001, with the Securities and Exchange Commission. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the aforementioned audited financial statements. The unaudited interim financial statements contain all normal and recurring entries. The results of operations for the interim periods ended March 30, 2003 are not necessarily indicative of the results to be expected for the full fiscal year.

(B)

Inventories

A summary of inventories follows:

March 30, 

September 29, 

Raw materials

$ 1,078,000 

$ 1,232,600 

Work-in-process

6,958,400 

6,967,500 

Finished goods

Based on forecasted fiscal year 2003 sales levels, the Company has on-hand inventories aggregating approximately 20 months of sales.

(C)

Shareholders' Equity

Repurchase Plan

On October 9, 2002, the Board of Directors of the Company authorized the repurchase of up to $500,000 of its common stock. As of March 30, 2003, the Company had repurchased 222,200 shares of its common stock on the open market for $233,700.

Common Stock Option Plans

The Company issues common stock options to its employees, certain consultants, and certain of its board members. The Company accounts for these stock options under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. In accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123," the following table illustrates the effect on net loss and net loss per share had the Company applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based compensation:

March 30, 

March 31, 

March 30, 

March 31, 

Net loss, as reported

$ (445,400)

$ (840,300)

$(1,170,900)

$(1,394,500)

SFAS No. 123 expense

Pro forma net loss

Basic and diluted net loss

   per share, as reported

Pro forma basic and

   diluted net loss per share

For purposes of pro forma disclosure, the estimated fair value of the options is expensed over the vesting period of the related options.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Reported financial results may not be indicative of the financial results of future periods. All non-historical information contained in the following discussion constitutes 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. Some forward-looking statements are identified by words, such as "believe," "expect," "anticipate, "project," and similar expressions. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to, operating results, new product introductions and sales, competitive conditions, customer demand, capital expenditures and resources, manufacturing capacity utilization, and intellectual property claims and defense. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in "Factors Affecting Future Results" in the Annual Report on Form 10-K for the Company's fiscal year ended September 29, 2002 and elsewhere in the Management's Discussion and Analysis of Financial Condition and Results of Operations, in such Annual Report on Form 10-K, and in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may reflect events or circumstances after the date of this report.

Results of Operations

Revenues

Net revenues increased 18 percent, from $1,120,300 for the fiscal quarter ended March 31, 2002, to $1,322,700 for the fiscal quarter ended March 30, 2003. While the downturn in the industry and the economy continued, the Company enjoyed a slight increase in its commercial bookings.

Expenses

Cost of revenues decreased four percent, from $915,300 in the fiscal quarter ended March 31, 2002, to $882,900 in the fiscal quarter ended March 30, 2003. The Company's gross margin as a percentage of revenues increased 17 percent from 18 percent for the fiscal 2002 quarter to 35 percent for the fiscal 2003 quarter. This increase in gross margin resulted from the Company's efforts to control and reduce manufacturing costs over the past few years and from the sale of some zero-cost, obsolete parts during the fiscal 2003 quarter.

Research and development expense decreased seven percent, from $459,200 in the fiscal quarter ended March 31, 2002, to $425,000 in the fiscal quarter ended March 30, 2003. While the Company continues to try to control its costs, it believes the development of new products is vital to the growth of the Company and intends to focus its efforts on research and development activities.

Selling, general and administrative expense decreased eight percent, from $557,400 in the fiscal quarter ended March 31, 2002, to $511,400 in the fiscal quarter ended March 30, 2003. The Company recently moved to a new facility, which saved approximately $40,000 in the 2003 quarter, as a result of a reduction in rented space and the current market conditions resulting in substantially reduced rental rates.

The Company's increase in revenues and decreases in all expense categories resulted in the Company recording a loss from operations of only $453,100 for the fiscal 2003 quarter, compared to a loss from operations of $811,600 in the fiscal 2002 quarter.

The Company had $8,500 of other income in the fiscal quarter ended March 30, 2003 compared to $22,200 of other expense in March 31, 2002. The other expense in the fiscal 2002 period resulted from interest expense from bank borrowings, while the Company had no bank borrowings in the fiscal 2003 period.

As a result of the foregoing, the Company had a net loss of only $445,400 for the fiscal quarter ended March 30, 2003, compared to a net loss of $840,300 for the fiscal quarter ended March 31, 2002.

Liquidity and Capital Resources

Cash Flows

While the Company had a net loss of $445,400, its operations provided $1,769,400 of net cash during the six fiscal months ended March 30, 2003. This was mainly the result of a decrease in accounts receivable of $2,029,200 resulting from collections, a decrease in inventory of approximately $499,600, and a decrease in prepaid expenses of $244,500. At the same time, the Company used only $97,000 of cash to reduce its liabilities, as it has carried less than $500,000 in total liabilities since the fiscal quarter ended June 30, 2002. The Company used some of this cash from operations to purchase capital assets aggregating $209,100 and to fund the repurchase of $233,700 of its common stock on the open market.

During the six fiscal months ended March 31, 2002, the Company used net cash of $732,600 for operations as the result of a net loss of $1,394,500 during the period. While the downturn in the industry and economy resulted in many customers paying 14 to 30 days past due, the Company attempts to maintain its payment terms with vendors. Therefore, while accounts receivable increased by approximately $814,800, accounts payable decreased by $1,200. Inventory decreased by $1,136,700, as the Company was able to primarily use existing inventory to ship its sales during the six fiscal months. During the six fiscal months, the Company drew down $750,000 on its line of credit, while reducing capital lease obligations by $30,700 and purchasing $27,000 in capital equipment. The Company also received $17,200 from the exercise of common stock options by employees.

Working Capital

The Company's accounts receivable often equals approximately half to two-thirds its quarterly revenues, as many of its customers tend to request shipment during the latter portion of the fiscal quarter. Therefore, a large portion of the Company's accounts receivable are typically not due at quarter-end, according to the Company's net 30 terms. The Company continues to work to accelerate collections and to work closely with customers to spread their orders and shipments throughout the quarter, which helps reduce the ending accounts receivable balance. At the end of fiscal 2002, the Company had an unusually high accounts receivable balance due to one customer having a large balance with portions being past due and other portions being on special 90-day terms. These receivables were subsequently collected.

As a nature of its business, the Company's investment in inventories has been, and will continue to be, significant (at forecasted fiscal 2003 sales levels, on-hand inventories approximate 20 months of sales). However, the Company does not anticipate the current slump in the industry and economy to continue indefinitely. In addition, the Company's products have long product life cycles. Although high levels of inventory impact liquidity, the Company believes these costs are a less costly alternative to owning a wafer fabrication facility.

During fiscal 2002, the Company reduced its inventory by 18 percent, or $2,104,600. The Company continued its efforts to reduce inventory during fiscal 2003 (reductions of 5.2 percent as of March 30, 2003) and plans to continue those efforts in future periods. The Company provides reserves for product material that is over one-year old and has no backlog or sales activity, and for future obsolescence. The Company also takes physical inventory write-downs for obsolescence and slow-moving items. The Company establishes reserves through periodic reviews of inventory on-hand, including lower-of-cost-or-market and excess analyses. For example, if a product type has unit costs higher than the average selling price or has more on-hand than it has sold or expects to sell, the Company provides a reserve.

Financing

The Company will continue to evaluate future debt and equity financing opportunities; however, it feels the cost reductions taken in the past few years have resulted in sufficient cash flow generated from operations to provide an adequate base of liquidity to fund future operating and capital needs. The Company's belief is based on the fact that, as of March 30, 2003, it holds approximately $2.4 million in cash reserves and its anticipated cash usage for operations is approximately equal to or less than its current revenue rate. Therefore, it believes it can cover its cash operating expenses using future revenues, while saving current cash reserves for the stock repurchase plan and future capital expenditures, such as mask tooling for new products.

New Accounting Pronouncement

In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002 and the interim disclosure provisions are effective for interim periods beginning after December 15, 2002. The Company currently plans to continue to apply the intrinsic-value based method to account for stock options, but has included the required interim disclosures per SFAS No. 148.

On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies the accounting for derivatives instruments by providing guidance related to circumstances under which a contract with a net investment meets the characteristics of a derivative as discussed in Statement 133, and also clarifies when a derivative contains a financing component. Statement No. 149 is intended to result in more consistent reporting for derivative contracts and must be applied prospectively for contracts entered into or modified after June 30, 2003, except for hedging relationships designated after June 30, 2003. In management's opinion, adoption of SFAS No. 149 is not expected to have a material affect on the Company's financial position or results of operations.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company conducts all of its transactions, including those with foreign suppliers and customers, in U.S. dollars. It is therefore not directly subject to the risks of foreign currency fluctuations and does not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Of course, demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to the Company may be affected by the relative change in value of such customer or supplier's domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of the Company's prices relative to the prices of its foreign competitors. The Company also does not hold any market risk sensitive instruments that are not considered cash under accounting principles generally accepted in the United States of America.

Item 1.  Legal Proceedings

From time to time, the Company receives demands from various parties asserting patent claims. These demands are often not based on any specific knowledge of the Company's products or operations. Because of the uncertainties inherent in litigation, the outcome of any such claim, including simply the cost of a successful defense against such a claim, could have a material adverse impact on the Company.

In September 2002, the Company was contacted by Syndia Corporation, the owner of certain patents of which Mr. Jerome Lemelson is a named inventor. Syndia has not filed suit, but has urged the Company to enter into a licensing agreement with Syndia in order to avoid litigation. The Company understands a similar demand has been made upon other manufacturers of integrated circuits. Should Syndia file suit, the Company would vigorously defend itself in this matter. However, because of the inherent uncertainties of litigation, the outcome of this action could be unfavorable, in which event, the Company might be required to pay damages and other expenses, which could have a material adverse effect on the Company's financial position and results of operations. In addition, the Company could be required to alter certain of its production processes or products as a result of this matter.

Item 2.  Changes in Securities and Use of Proceeds

Not Applicable.

Item 3.  Defaults Upon Senior Securities

Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

At 9:00 a.m. on March 13, 2003, the Company held its Annual Shareholders Meeting at the Four Points Sheraton, located at 1250 Lakeside Drive, Sunnyvale, California 94086. The only item to be voted upon at the meeting was the election of five members of the Board of Directors. There were 6,549,338 shares present or represented by proxy at the meeting, representing a quorum.

Shareholders are permitted to vote cumulatively in the election of directors, which allows each shareholder to cast a number of votes equal to the number of directors to be elected multiplied by the number of shares owned, and to distribute such votes among the candidates in such proportion as such shareholder may determine. In order to vote cumulatively, a shareholder must give notice of this intention by proxy or at the meeting. Multiple shareholders elected to cumulate votes. The votes for each nominee, listed alphabetically, are as set forth in the following table:

Brian P. Cardozo

5,132,215 

-  

-  

Howard L. Farkas

5,952,098 

-  

18,250 

Fredric J. Harris

5,952,148 

-  

18,200 

Joel S. Kanter

4,755,390 

-  

18,200 

Albert Morrison Jr.

4,911,640 

-  

18,200 

William J. Volz

5,951,648 

-  

18,700 

As a result of the vote, Brian P. Cardozo, Howard L. Farkas, Fredric J. Harris, Albert Morrison Jr., and William J. Volz were elected as directors at the meeting.

Item 5.  Other Information

Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

a.  The Index to Exhibits appears at page 18 of this report.

b.  The following reports on Form 8-K were filed during the fiscal quarter for which this report is filed:

1.

Form 8-K filed March 17, 2003, announcing the election of Mr. Brian P. Cardozo to the Company's Board of Directors. In addition, the Form 8-K announced a separate decision by the Board of Directors to expand the Company's Board of Directors from five to six members. As a result, all previous members remain on the Board, along with the newly elected Mr. Cardozo.

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.

LOGIC Devices Incorporated

(Registrant)

Date:    May 12, 2003     

By:   /s/ William J. Volz       

William J. Volz

President and Principal Executive Officer

Date:    May 12, 2003     

By:   /s/ Kimiko Milheim      

Kimiko Milheim

Chief Financial Officer and Principal

Financial and Accounting Officer

(1)

I have reviewed this quarterly report on Form 10-Q of the registrant.

(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 for 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 we have:

(a)

Designed such controls and procedures to ensure that material information relating to the registrant is made known to us by others within the entity, 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 the registrant's board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies in the design or operation of internal controls that 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.

(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.

Dated: May 12, 2003

By:   /s/  William J. Volz                        

William J. Volz, President and

Principal Executive Officer

(1)

I have reviewed this quarterly report on Form 10-Q of the registrant.

(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 for 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 we have:

(a)

Designed such controls and procedures to ensure that material information relating to the registrant is made known to us by others within the entity, 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 the registrant's board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies in the design or operation of internal controls that 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.

(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.

Dated: May 12, 2003

By:   /s/  Kimiko Milheim                       

Kimiko Milheim,

Chief Financial Officer

Exhibit No.

Description

3.1

Articles of Incorporation, as amended. [3.1] (1)

3.2

Bylaws, as amended. [3.2] (1)

10.1

Real Estate lease regarding Registrant's Sunnyvale, California facilities. [10.2] (2)

10.2

LOGIC Devices Incorporated 1996 Stock Incentive Plan. [99.1] (3)

10.3

LOGIC Devices Incorporated 1998 Director Stock Incentive Plan, as amended. [10.4] (2)

10.4

Rights Agreement, dated April 30, 1997. [1] (4)

10.5

Registration Rights Agreement dated October 3, 1998 between William J. Volz, BRT Partnership, and Registrant. [10.19] (5)

99.1

Certifications of Principal Executive Officer and Chief Financial Officer.

[  ]

Exhibits so marked have been previously filed with the Securities and Exchange Commission (SEC) as exhibits to the filings shown below under the exhibit numbers indicated following the respective document description and are incorporated herein by reference.

(1)

Registration Statement on Form S-18, as filed with the SEC on August 23, 1988 [Registration No. 33-23763-LA].

(2)

Annual Report on Form 10-K for the fiscal year ended September 29, 2002, as filed with the SEC on December 10, 2002.

(3)

Registration Statement on Form S-8, as filed with the SEC on August 17, 1997 [Registration No. 333-32819].

(4)

Registration Statement on Form 8-A, as filed with the SEC on May 5, 1997 [Registration No. 000-17187].

(5)

Annual Report on Form 10-K for the transition period from January 1, 1998 to September 30, 1998, as filed with the SEC on January 13, 1999.

(1)

the Quarterly Report on Form 10-Q of the registrant, to which this certification is attached as an exhibit (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 12, 2003

By:   /s/  William J. Volz                        

William J. Volz, President and

Principal Executive Officer

Dated: May 12, 2003

By:   /s/  Kimiko Milheim                       

Kimiko Milheim,

Chief Financial Officer