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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE
EXCHANGE ACT OF 1934
From the transition period from __________ to ___________
Commissions file number 00030074
--------
APO HEALTH, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 86-0871787
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3590 OCEANSIDE ROAD, OCEANSIDE, NEW YORK 11575
----------------------------------------------
(Address of principal executive offices)
(800) 365-2839
---------------------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days:
Yes _X_ No
As of April 26, 2004, 34,106,045 shares of Common Stock of the issuer were
issued.
APO HEALTH, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENT.
Consolidated Balance Sheet as of
March 31, 2004 and September 30, 2003. 3
Consolidated Statement of Income for the three and
six Months ended March 31, 2004 and 2003. 4
Consolidated Statement of Cash Flows for the
Six months ended March 31, 2004 and 2003. 5
Notes to Consolidated Financial Statements. 6 - 10
ITEM 2 Management's Discussion and Analysis
Or Plan of Operations. 11-12
PART II - OTHER INFORMATION
ITEM 1 Legal Proceeding. 12
ITEM 2 Changes in Securities and Use of Proceeds. 12-13
ITEM 3 Default upon Senior Securities. 13
ITEM 4 Submission of Matters to a Vote of Security Holders. 13
ITEM 5 Other Information. 13
ITEM 6 Exhibits and Reports on Form 8-K. 13
SIGNATURES 13
- 2 -
PART I - FINANCIAL INFORMATION
APO HEALTH, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, SEPTEMBER 30,
2004 2003
----------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 268,787 $ 405,153
Accounts Receivable, net of allowance
for doubtful accounts of $50,000 and
$50,000 1,470,040 1,702,741
Inventory 2,668,444 1,396,205
Note receivable -- 4,566
Due from Officers 60,000 108,905
Other Current Assets 161,712 55,013
----------- -----------
Total Current Assets 4,628,983 3,672,583
----------- -----------
Property and Equipment, net of accumulated
depreciation of $78,566 and $98,992 13,063 18,003
Deposits 7,500 7,500
----------- -----------
Total Assets $ 4,649,546 $ 3,698,086
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank Notes Payable $ 1,011,212 $ 1,008,123
Cash Overdraft 186,651 --
Accounts Payable 1,313,542 924,029
Accrued Compensation 198,790 248,483
Customer Deposits 446,893 294,587
----------- -----------
Total Current Liabilities 3,157,088 2,475,222
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.0002 par value,
125,000,000 shares authorized, 34,106,045
and 32,106,045 shares issued and outstanding 6,725 6,325
Paid-in Capital 2,040,368 1,920,768
Retained Earnings (Deficit) (554,635) (704,229)
----------- -----------
Total Stockholders' Equity 1,492,458 1,222,864
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,649,546 $ 3,698,086
=========== ===========
- 3 -
APO HEALTH, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED
MARCH 31, 2003 AND 2002 (UNAUDITED)
THREE MONTHS SIX MONTHS
---------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Revenue $ 13,859,543 $ 10,570,735 $ 21,243,530 $ 22,235,501
Cost of Revenue 13,255,203 9,996,141 20,002,019 21,101,277
------------ ------------ ------------ ------------
Gross Margin 604,340 574,594 1,241,511 1,134,224
------------ ------------ ------------ ------------
Operating Expenses
Selling Expense 210,766 111,189 374,611 267,288
General and Administrative Expenses 420,168 533,546 759,999 860,406
------------ ------------ ------------ ------------
630,934 644,735 1,134,610 1,127,694
------------ ------------ ------------ ------------
Income (Loss) from Operations (26,594) (70,141) 106,901 6,530
Other Income (Expense)
Recovery of Litigation Expense 92,755 -- 92,755 --
Interest Expense (27,332) (28,280) (50,062) (55,406)
------------ ------------ ------------ ------------
64,423 (28,280) 42,693 (55,406)
------------ ------------ ------------ ------------
Income (loss) before Provision for
Income Taxes 37,829 (98,421) 149,594 (48,876)
Provision for Income Taxes -- (19,818) -- --
------------ ------------ ------------ ------------
Net Income $ 37,289 $ (78,683) $ 149,594 $ (48,876)
============ ============ ============ ============
Basic and Diluted Earnings
Per Common Share:
Total $ .00 $ (.00) $ .00 $ (.00)
============ ============ ============ ============
Weighted Average Common Shares
Outstanding 33,439,378 25,441,560 32,772,712 24,997,893
============ ============ ============ ============
- 4 -
APO HEALTH, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
MARCH 31, 2004 AND 2003 (UNAUDITED)
2004 2003
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 149,594 $ (48,876)
Adjustments to Reconcile Net Income to
Net Cash Flows from Operating Activities:
Depreciation and Amortization 4,940 5,248
Allowance For Doubtful Accounts -- 20,000
Stock Issued for Services -- 55,500
Changes In:
Accounts Receivable 232,701 (613,810)
Other Receivables -- 152,515
Inventory (1,272,239) 710,064
Other Current Assets 13,301 (17,446)
Accounts Payable 389,513 622,575
Accrued Expenses (788) 68,924
Customer Deposits Payable 152,306 (538,928)
----------- -----------
Cash Flows from Operating Activities (330,672) 415,766
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Overdraft 186,651 --
Notes Receivable 4,566 --
Proceeds (Payment) on Bank Notes Payable, Net 3,089 (686,941)
----------- -----------
Cash Flows from Financing Activities 194,306 (686,941)
----------- -----------
Net (Decrease) in Cash (136,366) (271,175)
-----------
CASH BALANCES:
Beginning of Period 405,153 520,618
----------- -----------
End of Period $ 268,787 $ 249,443
=========== ===========
- 5 -
APO HEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following financial information is submitted in response to the requirements
of Form 10-Q and does not purport to be financial statements prepared in
accordance with generally accepted does not purport to be financial statements
prepared in accordance with generally accepted accounting principles. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted, although the Company believes the disclosures that are
made are adequate to make the information presented not misleading. Further, in
the opinion of the management, the interim financial statements reflect fairly
the financial position and results of operations for the periods indicated.
It is suggested that these interim consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10K containing the Company's audited financial statements as of
and for the year ended September 30, 2003 filed with the Securities and Exchange
Commission.
The results of Operations for the six months ended March 31, 2004 are not
necessarily indicative of results expected for the entire fiscal year ended
September 30, 2004.
NOTE 1 ACCOUNTING POLICIES
Nature of business and basis of consolidation. APO Health, Inc. ("APO") was
incorporated under the laws of the state of New York in August 1978. The APO and
its wholly-owned subsidiary, Universal Medical Distributors, Inc. ("Universal")
distribute disposable medical products principally to dental, medical and
veterinary professionals and wholesalers in the United States, principally on
the East Coast. Effective June 13, 2001, InternetFinancialCorp.com, Inc.,
("IFAN"), a Nevada corporation, which is an inactive public company acquired
APO, (collectively, the "Company"), pursuant to a tax-free reorganization
agreement. The acquisition was accounted for by the purchase method under
business combinations in a reverse acquisition transaction. Concurrently, IFAN
changed its name to APO Health, Inc., a Nevada corporation.
Cash and cash equivalents. For purposes of the statements of cash flows, cash
equivalents include all highly liquid investments with original maturities of
three month or less.
Revenue recognition occurs when products are shipped.
Merchandise inventory is stated at the lower of cost or market. Cost is
determined using the first-in, first-out method.
Property and equipment is stated at cost. Depreciation is provided for on the
straight-line method over the useful estimated life. The cost of maintenance and
repairs is expensed as incurred.
-6-
APO HEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes are computed using the tax liability method of accounting, whereby
deferred income taxes are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates that will be in effect when the differences reverse.
Earnings Per Share, Basic .Net income per share has been calculated based on the
weighted average number of shares of common stock outstanding during the period.
Diluted net income per share is computed by dividing the net income by the
weighted average number of common shares outstanding plus potential dilutive
securities.
Reclassifications. Certain reclassifications of certain prior year amounts were
made to conform to the current year presentation.
Estimates and assumptions. Preparing financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses at the balance sheet date and for the period then ended. Actual
results could differ from these estimates.
NOTE 2 - SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
2003 2003
-------- --------
Cash paid during the year for:
Interest $ 50,062 $ 55,406
Non-cash transaction:
Common Stock Issued for Consulting
And Professional Fees $120,000 $ 55,500
Repayment of Officers' Loan by reduction
In Accrued Compensation 60,000
NOTE 3 - BANK NOTES PAYABLE
On October 29, 2002, the Company entered into a financing agreement with
Rosenthal & Rosenthal, Inc. The financing agreement provides the Company with a
maximum credit facility not to exceed $3,000,000. The credit facility is
collateralized by substantially all the Company's assets and $500,000 of the
facility is personally guaranteed by Dr. Jan Stahl, Chairman and CEO of the
Company. Interest is payable monthly on the average daily loan balance at the
announced prime rate of JP Morgan Chase bank plus 2.5%. This agreement is for a
period of three years through October 31, 2005 and may be extended on a year to
year basis thereafter unless terminated as provided in the agreement.
-7-
APO HEALTH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES
Income taxes (benefit) consist of the following:
2004 2003
-------- --------
Current $ 59,850 $ --
Utilization of net operating loss (59,850) --
Deferred -- --
-------- --------
Total $ -- $ --
======== ========
A reconciliation of income taxes at the federal statutory income tax rate to
total income taxes is as follows:
Computed at federal statutory rate of 34% $ 50,862 $ --
State income tax 8,988 --
Utilization of net operating loss (59,850) --
-------- --------
Total $ -- $ --
-------- --------
The components of deferred taxes are as follows:
March 31, September 30,
2004 2003
-------- -------------
Deferred tax assets
Allowance for doubtful accounts $ 20,000 $ 20,000
Depreciation 12,000 12,000
Net operating loss carryover, less valuation
allowance of $176,900 and $221,200 -- --
Reversal of valuation allowance (32,000) (32,000)
-------- --------
Total deferred tax assets $ -- $ --
======== ========
The Company has a net operating loss carryover of approximately $265,000 to
offset future taxable income. The carryover expires 2018. The Company has offset
the deferred tax asset by a valuation allowance of $176,900, since it cannot be
determined more likely than not whether the Company will be able to utilize such
net operating loss carryover.
NOTE 5 - COMMON STOCK
On January 29, 2004, the Company entered into an Investment Banking agreement
with Sloan Securities Corp. ("SSC") to provide financing and advisory and
investment banking services for a period of one year from the date of the
agreement. In consideration for these services, the Company issued to an
affiliate of SSC 2,000,000 share of restricted common stock in the Company
valued at $120,000.
-8-
APO HEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - COMMON STOCK (CONTINUED)
In January of 2004, the Company adopted a Special Compensation Warrant
Agreement, whereby the Company would issue warrants under the following
circumstances: (i) in exchange for consulting services; (ii) as consideration
for accepting additional corporate responsibilities; or (iii) as consideration
in special circumstances to be determined and pre-approved by the Board. A total
of 3,500,000 Special Compensation Warrants were created, exercisable at $0.025
per share, for an exercise period of three years. In 2003, Dr. Stahl accepted
the additional responsibility of acting as Chief Financial Officer. Also, during
2003, Dr. Stahl reduced the percentage by which his bonus was to be calculated
from 1 1/2% to 1%. On January 9, 2004, the Board authorized the issuance of
2,300,000 of the special compensation warrants to various officers and
professionals for services rendered.
On July 22 2002, the Company adopted a Bonus Compensation Warrant Agreement,
whereby, the Company would issue Bonus Compensation Warrants equivalent to 10%
of the price of any merger or acquisition brought to the Company. All of the
warrants being exercisable into shares of common stock at 80% of the 20 day
average bid and ask price of the Company's common stock. The Company authorized
up to a maximum aggregate of 3,000,000 shares of common stock available for any
Bonus Compensation Warrants. To date none of these shares have been issued.
On July 22 2002 the Company issued a common stock purchase warrant for 260,000
shares of common stock exercisable at $.10 per share and on September 27, 2002,
a common stock purchase warrant for 1,875,000 shares exercisable at $.04 per
share, both expiring on August 31, 2007.
In April, 2001, investors in a private placement received warrants to acquire
1,500,000 shares of Common stock at $1.00 per share. These warrants expire on
April 24, 2004. To date none of these warrants have been exercised. In June,
2001, consultants received warrants to acquire 1,350,000 shares of Common stock
at prices ranging from $1.00 to $2.00 that expire on September 14, 2004. To date
none of these warrants have been exercised.
In June, 2001. a consultant received warrants to acquire 1,000,000 shares of
Common stock at prices ranging from $1.00 to $2.00 that expire on June 5, 2006.
To date none of these warrants have been exercised.
NOTE 6 - LEASES
The Company leases 12,000 square feet in New York. The lease is on a
month-to-month basis with an affiliated company owned by the Company's officers
and shareholders. The affiliate's underlying New York lease expires in 2004.
Lease payments made by the Company approximate the payments due by the
affiliated companies. On December 1, 2002 the Company entered into a sublease
agreement to lease approximately 2,000 square feet of its warehouse through
November 30, 2005.
Future minimum lease payments are as follows:
Year ended December 31, 2004 $54,500
-9-
APO HEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Litigation
- ----------
There was an action in the Circuit/Superior Court of Marion County; Indiana
entitled "Kenro, Inc., on behalf of itself and all others similarly situated
against APO Health, Inc., Cause No. 490120101CP000016." The lawsuit involved
unsolicited broadcast faxes sent in the state and had been certified as a class
action suit.
On January 28, 2004, the Company announced that it had reached an out of court
settlement in the unsolicited broadcast fax class action lawsuit by Kenro, Inc.
The Company's attorneys agreed to settle the litigation for up to $4.5 million
that will be placed in a settlement fund created and completely covered by the
Company's insurer. As a result of the settlement, the Company will have no out
of pocket expenses related to the creation or management of the Settlement Fund.
Employment Agreement
- --------------------
Effective October 1, 2001, the Company has entered into a three-year employment
agreement with its chief executive officer that provides for a minimum annual
salary of $250,000 with incentives based on the Company's attainment of
specified levels of sales and earnings as defined in the agreement. The
employment agreement expires September 30, 2004 and shall be automatically
renewed for successive periods of one year unless either party gives written
notice to terminate the agreement.
NOTE 8 - CONCENTRATION OF CREDIT RISK
The Company maintains cash balances at various financial institutions. At times
such balances exceed the insured limits of the financial institution. The
Company has not experienced any losses in such accounts and does not believe it
is exposed to any significant credit risk on cash balances. As of March 31,
2004, the Company had $168,903 on deposit, in excess of the $100,000 in each
bank, which is insured under federal law.
-10-
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
- ---------------------
Revenue for the six months ended March 31, 2004 was $21,243,530, a decrease of
$991,971 or 4.5% compared to the six months ended March 31, 2003. The decrease
was attributable to a reduction in the sale of health, beauty aids and other
pharmaceutical products to wholesale distributors as margins on these products
decreased. Where product was available for sale but the margins were such that
the Company would not be able to generate a profit, the Company declined to sell
those products. Cost of sales for the six months ended March 31, 2004 was
$20,002,019, a decrease of $1,099,258 or 5.8% compared to the six months ended
March 31, 2003.The gross profit for the six months ended March 31, 2004 was
$1,241,511 or approximately 5.8% compared to $1,134,224 or 5.1% for the six
months ended March 31, 2003. The Company is in the process of preparing a new
medical catalogue for medical supplies. It anticipates that this new catalogue
will aid in the increase of the sale of medical supplies which have higher gross
profit margins than many of the other products and increase the overall gross
profit margin of the Company.
Selling expenses for the six months ended March 31, 2004 were $374,611, an
increase of $107,323 or 40.2% compared to $267,288 for the six months ended
March 31, 2003. Freight costs increased by $43,312 and commissions increased by
$70,526 while advertising and related costs decreased by approximately $19,277.
Other selling costs increased by approximately $12,762. Advertising costs over
the next three to six months will increase as the Company completes and
distributes its new medical supply catalogue.
General and administrative expenses for the six months ended March 31, 2004 were
$759,999 a decrease of $100,407 or 11.7% compared to the six months ended March
31, 2003. Included in general and administrative expenses in 2003 was a bonus of
$152,500 to one of the officers for attaining certain sales levels included in
his employment agreement. For the six months ended March 31, 2004, this bonus
has been waived. Exclusive of the prior year's bonus, payroll and related costs
increased by approximately $27,000. Professional fees, including accounting,
consulting and legal expenses declined by approximately $18,500 in 2004. There
were no other material increases or decreases in any one category of general and
administrative expenses.
There was a final settlement of litigation against the Company in January 2004
and as a result the Company was reimbursed all legal expenses incurred in prior
years by its insurance company.
Interest expense for the six months ended March 31, 2004 was $50,062, a decrease
of $5,344 form the six month period ended March 31, 2003. The financing
agreement provides for all collections to be applied against the line of credit
on a daily basis and proceeds from the line of credit are only taken when needed
to pay down liabilities. As a result the average daily balance outstanding on
the line of credit has been reduced. The financing agreement allows the Company
greater flexibility in its ability to finance increased sales and additional
inventory.
-11-
FINANCIAL CONDITION
- -------------------
As of March 31, 2004, The Company had net working capital of $1,471,895, an
increase of $275,534 from September 30, 2003 as a result of the net income
generated during the period. At March 31, 2004, the Company had a $3,000,000
credit facility of which approximately $1,620,000 was unused which gives the
Company the ability to finance additional revenue and inventory.
For fiscal 2004, the Company has reduced its budget for both selling and general
and administrative expenses by approximately $250,000 eliminating unnecessary
expenses and revising some of the operations. The above reductions will increase
the Company's profitability based on current sales volume.
Based upon the above factors, the Company believes that it has sufficient funds
for operations for the next fiscal year.
PART II - OTHER INFORMATION
APO HEALTH, INC.
ITEM 1 - LEGAL PROCEEDINGS
- --------------------------
There was an action in the Circuit/Superior Court of Marion County; Indiana
entitled "Kenro, Inc., on behalf of itself and all others similarly situated
against APO Health, Inc., Cause No. 490120101CP000016." The lawsuit involved
unsolicited broadcast faxes sent in the state and had been certified as a class
action suit.
On January 28, 2004, the Company announced that it had reached an out of court
settlement in the unsolicited broadcast fax class action lawsuit by Kenro, Inc.
The Company's attorneys agreed to settle the litigation for up to $4.5 million
that will be placed in a settlement fund created and completely covered by the
Company's insurer. As a result of the settlement, the Company will have no out
of pocket expenses related to the creation or management of the Settlement Fund.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------
Sales of Unregistered Securities during the Quarter ended March 31, 2004.
In January of 2004, the Company adopted a Special Compensation Warrant
Agreement, whereby the Company would issue warrants under the following
circumstances: (i) in exchange for consulting services; (ii) as consideration
for accepting additional corporate responsibilities; or (iii) as consideration
for the reduction by Dr. Stahl in the percentage by which his bonus was to be
calculated. A total of 3,500,000 Special Compensation Warrants were created,
exercisable at $0.025 per share, for an exercise period of three years. Dr.
Stahl accepted the additional responsibility of acting as Chief Financial
Officer. Also, during 2003, Dr. Stahl reduced the percentage by which his bonus
was to be calculated from 1 1/2% to 1%. In total, on January 9, 2004, the Board
authorized the issuance of 2,300,000 special compensation warrants to officers
and consultants for legal services.
-12-
On January 29, 2004, we issued to an Investment Banker 2,000,000 shares of the
Company's Common Stock. On that date, the Company entered into an Investment
Banking agreement with Sloan Securities Corp. ("SSC") to provide financing and
advisory and investment banking services for a period of one year from the date
of the agreement. The issuance is considered exempt from registration by reason
of Section 4(2) Regulation D of the Securities Act of 1933.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
- ---------------------------------------
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------------------
None.
ITEM 5 - CONTROLS AND PROCEDURES
- --------------------------------
In the second quarter of fiscal 2004, the Company implemented controls and
procedures (as defined in rule 13a-15(e) under the Securities Exchange Act of
1934). The Chief Financial Officer performed an evaluation and concluded that
the disclosure controls and procedures were effective as of March 31, 2004.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
APO HEALTH, INC.
Date: May 7, 2004 By: /s/ Dr. Stahl. Jan Stahl
---------------------------
Dr. Jan Stahl, Chairman
Chief Executive Officer
And Secretary
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: May 7, 2004 By: /s/ Dr. Stahl
--------------
Dr. Jan Stahl, Director
Date: May 7, 2004 By: /s/ Kenneth Leventhal
---------------------
Kenneth Leventhal, Director
-13-
CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Dr. Jan Stahl, Chief Executive and Financial Officer of APO Health, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10 Q of APO Health, 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 we
have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures of a date within 45 days of 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 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 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
-14-
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 7, 2004 By: /s/ Dr. Jan Stahl
---------------------------------
Dr. Jan Stahl
Chief Executive and Financial
Officer and Director
-15-