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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
RIVAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of incorporation)
N/A
(Commission File No.)
(IRS Employer ID)
#200, 100 Park Royal, West Vancouver, British Columbia, Canada V7T 1A2
(Address of principal executive offices and Zip Code)
(604) 689-0584
(Registrant's telephone number, including area code)
Securities registered under Section 12(g) of the Exchange Act: Common stock, no par value
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 September 30, 2003, 42,414,934 shares of Common Stock were outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
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PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited)
SEPTEMBER 30, 2003
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian dollars)
| |
September 30, 2003 |
|
| | (Unaudited) | |
| | | |
ASSETS | | |
| | | |
Current Assets | | |
Cash and cash equivalents | $ 18,788 | |
Receivables | 6,830 | |
Prepaid expenses | 212,344 | |
| | | |
Total current assets | 237,962 |
|
| | | |
Property and Equipment, net (Note 3) | 3,811 | |
Intangible property (Note 4)
| 35,000 | |
Deferred Income Taxes less valuation allowance of $ 1,099,960 | -
| |
|
$ 276,773 | |
| | | |
| | | |
| | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | |
| | | |
Current Liabilities | | |
Accounts payable | $ 148,488 | |
Accrued liabilities | - |
|
Promissory note payable (Note 5) | 5,575 | |
| | | |
Total current liabilities | 154,063 | |
| | | |
| | | |
Shareholders' equity | | |
Common stock (Note 6) | | |
Authorized | | |
100,000,000 common shares , no par value | | |
Issued and Outstanding | | |
42,414,934 common shares | 7,309,419 |
|
Stock subscriptions | 41,356 |
|
Additional paid-in capital | 105,000
|
|
Deficit accumulated during the development stage | (100,577) | |
Deficit | (7,232,488) | |
| | | |
Total shareholders' equity | 122,710 | |
| | | |
| | $ 276,773 | |
The accompanying notes are an integral part of these consolidated financial statements.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian dollars)
(Unaudited)
| | Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to September 30, 2003 |
Three-Month
Period Ended September 30, 2003 |
Three-Month
Period Ended September 30, 2002 |
Nine-Month
Period Ended September 30, 2003 |
Nine-Month
Period Ended September 30, 2002 |
| | | | | | |
| | | | | | |
SALES | $ - | $ - | $ - | $ - | $ 74,447 |
| | | | | | |
COST OF SALES | - | - | 3,121 | - | 40,468 |
| | | | | | |
GROSS PROFIT | - | - | (3,121) | - | 33,979 |
| | | | | | |
| | | | | | |
EXPENSES | | | | | |
Accounting and legal | $ 17,588 | $ 1,415 | $ 8,625 | $ 27,926 | $ 14,113 |
Consulting | 46,102 | 37,887 | - | 48,352 | - |
Finder's fees | 8,507 | 5,671 | - | 8,507 | - |
Interest and bank charges | 483 | 148 | 497 | 483 | 1,439 |
Investor relations | 10,079 | 8,829 | - | 10,079 | - |
Management fees | - | - | 7,500 | - | 22,500 |
Office and miscellaneous | 5,360 | 4,785 | 1,096 | 7,143 | 6,530 |
Regulatory fees | 6,161 | 1,986 | 4,231 | 7,738 | 7,472 |
Rent | - | - | 9,340 | - | 28,229 |
Shareholder costs | 422 | - | - | 422 | - |
Telephone and utilities | 1,183 | 621 | 1,465 | 1,354 | 4,194 |
Travel and related | 3,517 | 3,017 | 849 | 4,017 | 2,095 |
Website design and maintenance | 1,175 | - | - | 1,175 | - |
| | | | | | |
| | (100,577) | (64,359) | (33,603) | (117,196) | (86,572) |
Provision for Income Taxes |
- |
- |
- |
- |
- |
| | | | | | |
Net loss for period | (100,577) | (64,359) | (36,724) | (117,196) | (52,593) |
| | | | | | |
| | | | | | |
Basic and diluted loss per common share | |
$ (0.01) |
$ (0.01) |
$ (0.01) |
$ (0.01) |
| | | | | | |
| | | | | | |
Weighted average number of common shares outstanding | |
41,820,738 |
5,953,954 |
22,212,454 |
5,953,954 |
The accompanying notes are an integral part of these consolidated financial statements.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
(Unaudited)
| | | | Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to September 30, 2003 | Nine - Month Period Ended September 30, 2003 | Nine - Month Period Ended September 30, 2002 |
| | | | | | |
| | | | | | |
| | CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | Net l oss for period | | $ (100,577) | $ (117,196) | $ (52,593) |
| | Adjustments to reconcile net loss to cash used by operating activities: | | | | |
| | Common stock issued for services | | 43,938 | 43,938 | - |
| | Changes in assets and liabilities : | | | | |
| | (Increase) decrease in receivables | | (6,830) | (6,830) | 53,228 |
| | (Increase) decrease in prepaid expenses | | (612) | (612) | 1,416 |
| | Increase (decrease) in accounts payable and accrued liabilities | |
26,762 |
25,518 |
(6,141) |
| | | | | | |
| | Net cash used in operating activities | | (37,319) | (55,182) | (4,090) |
| | | | | | |
| | CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| | Promissory note payable | | 5,575 | 5,575 | - |
| | Proceeds from issuance of common stock | | 10,500 | 25,500 | - |
| | S tock subscriptions received | | 41,356 | 41,356 | - |
| | | | | | |
| | Net cash provided by financing activities | | 57,431 | 72,431 | - |
| | | | | | |
| | CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| | Purchase of property and equipment | | (3,811) | (3,811) | - |
| | | | | | |
| | Net cash used in investing activities | | (3,811) | (3,811) | - |
| | | | | | |
| | Change in cash and cash equivalents during period | 16,301 | 13,438 | (4,090) |
| |
Cash and cash equivalents, beginning of period | |
2,487 |
5,350 |
22,407 |
| | | | | | |
| | Cash and cash equivalents, end of period | | $ 18,788 | $ 18,788 | $ 18,317 |
Supplemental disclosure with respect to cash flows Shares issued to acquire intangible property Shares issued for services |
|
$ 35,000 255,670 |
$ 35,000 43,938 |
$ - - |
| | | | | | |
| | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited)
SEPTEMBER 30, 2003
1.
OPERATIONS AND GOING CONCERN
The Company is incorporated under the Company Act of British Columbia with its head office in the City of West Vancouver, British Columbia, Canada.
The Company was the exclusive licensed manufacturer and distributor worldwide of a brand of fire extinguishants and fire retardant products. The license agreement was terminated December 1999. During the three years ended December 2002, all sales were made to customers in North America. The Company does not expect any further sales of these products. During the period beginning April 1, 2003, the Company acquired a new technology for reducing diesel emissions and will now focus on developing and marketing this technology.
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company's continued existence is dependent upon its ability to raise substantial capital, maintain adequate financing arrangements and to generate profitable operations in the future. During 2001, control of the Company passed to a new group that is actively seeking to raise capital and to identify possible business acquisitions.
The Company is considered to be a development stage company effective the period beginning April 1, 2003, as the Company has changed its business and no longer generates revenues from operations.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary (consisting of normal recurring accruals) to present fairly the financial information contained therein. The accompanying unaudited consolidated financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2002. The results of operations for the three and nine month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These consolidated financial statements are presented in Canadian dollars and are prepared in conformity with accounting principles generally accepted in the United States of America and with those used in the preparation of the Company's annual financial statements. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Rival Technologies (Delaware) Inc. and its former subsidiary Tracker Capital Corp. which merged with Rival Technologies (Delaware) Inc. during 2002.
Use of estimates
In conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those reported.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited)
SEPTEMBER 30, 2003
2.
SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
Cash and cash equivalents
The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
Property and equipment
Property and equipment are carried at cost less accumulated amortization. Amortization is provided using the straight-line method over the following terms:
Property and equipment
5 years
Intangible property
Intangible property is recorded at cost.
The carrying value of intangible property is evaluated for potential permanent impairment on an ongoing basis at the reporting unit level. In order to determine whether permanent impairment exists, management considers the Company's and its subsidiaries' financial condition as well as expected pre-tax earnings, undiscounted cash flows or market related values. If the carrying value of intangible property of a reporting unit exceeds the fair value of the reporting unit, the carrying value of intangible property must be written down to fair value in the year the impairment is recognized.
Financial instruments
The Company's financial instruments consist of cash and cash equivalents, receivables, accounts payables, accrued liabilities and promissory note payable. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited)
SEPTEMBER 30, 2003
3.
PROPERTY AND EQUIPMENT
| |
September 30, 2003 |
December 31, 2002 |
| |
Cost |
Accumulated Amortization |
Net Book Value |
Cost |
Accumulated Amortization |
Net Book Value |
| | | | | | |
Furniture and equipment | $ 3,811 | $ - | $ 3,811 | $ - | $ - | $ - |
4.
INTANGIBLE PROPERTY
The Company acquired a diesel engine technology that reduces engine emissions ("CWI Technology") from M.A. Turbo/Engine Ltd. ("M.A. Turbo"). It acquired a 100% interest in the CWI Technology for the automotive transportation industry and a 20% interest in the CWI Technology for the marine industry. The purchase agreement includes an option clause to acquire the balance of the marine application. Under the terms of the purchase agreement, the Company has issued 35,000,000 restricted common shares at a value of $0.001 per share for a purchase price of $35,000. On the date of the acquisition agreement, the market value of the stock was $0.15 per share. As a result of the acquisition, existing shareholders of the stock experienced significant dilution of value.
The Company has also committed to provide M.A. Turbo with $230,000 in development and marketing funds to complete the CWI Technology for the automotive transportation industry plus $100,000 for its 20% interest in the CWI Technology for the marine industry.
In connection with the purchase of the CWI Technology, the Company entered into a contractor agreement for a
one year term. Under the agreement, the Company agreed to provide compensation of 150,000 common shares for services related to the acquisition. The obligation to issue these shares is included in accounts payable.
5.
PROMISSORY NOTE PAYABLE
On April 17, 2003, the Company received proceeds and issued a promissory note of $5,575 ($3,960 US) to an individual related to a director of the Company. The note is unsecured, bears no interest and is payable on demand.
RIVAL TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited)
SEPTEMBER 30, 2003
6.
COMMON STOCK
| |
Number of Shares |
C ommon Stock |
Paid-in Capital |
Total |
| | | | | |
Authorized | | | | |
100,000,000 common shares , no par value | | | | |
| | | | | |
Issued | | | | |
Balance as at December 31, 2002 | 6,183,934 | $ 6,993,249 | $ 105,000 | $ 7,098,249 |
Exercise of warrants | 170,000 | 25,500 | - | 25,500 |
Acquisition of intangible property | 35,000,000 | 35,000 | - | 35,000 |
Shares issued for services | 1,061,000 | 255,670 | - | 255,670 |
| | | | | |
Balance as at September 30, 2003 | 42,414,934 | $ 7,309,419 | $ 105,000 | $ 7,414,419 |
During the period, the Company completed a private placement of 168,000 common shares at a price of US$0.20
per unit. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of US$0.30 for one year. To date, the shares and warrants have not been issued.
As of September 30, 2003, there were no warrants outstanding.
7.
SEGMENT INFORMATION
The Company operates in one reportable segment, being the diesel technology industry, in Canada and the United
States of America.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is management's discussion and analysis of significant factors that have affected the Company's financial position and operations during the three-month period ended September 30, 2003.
The financial statements of the Company are expressed in Canadian dollars. All figures herein are also expressed in Canadian dollars, except where specifically indicated in United States dollars.
General Overview
The Company was incorporated in 1987 for the purpose of developing a line of fire extinguishing products that would be an alternative to Halon. These products consist of vapor gas that smothers a fire in confined areas. They are used in commercial applications where water or solid chemicals would cause damage to expensive equipment, such as computers. Due to lack of market demand for the product, the Company has ceased sales of the product.
The Company was party to a license agreement to distribute a waste-water treatment technology known as Water Solutions P30. This license agreement was terminated in May 2003. There were no financial transactions, liabilities or expenses incurred by the Company relating to this agreement.
In the period beginning April 1, 2003, the Company acquired a certain diesel engine technology for reducing engine emissions ("CWI Technology") from M.A. Turbo/Engine Ltd. ("M.A. Turbo"). Specifically, the Company acquired a 100% interest in CWI Technology for the automotive transportation industry, and a 20% interest in CWI Technology for the marine industry. The purchase agreement includes an option clause to acquire the balance of the marine application.
Under the terms of the purchase agreement, the Company has issued 35,000,000 restricted common shares at a value of $0.001 per share for a purchase price of $35,000.
The Company has also committed to provide M.A. Turbo with $230,000 in development and marketing funds to complete the CWI Technology for the automotive transportation industry, plus $100,000 for its 20% interest in CWI Technology for the marine industry.
In connection with the purchase of the CWI Technology, the Company entered into a contractor agreement for a one-year term. Under the contractor agreement, the Company agreed to provide compensation of 150,000 common shares for services related to the acquisition. The obligation to issue these shares is included in accounts payable.
The principle followed in determining the number of shares issued by the Company was the estimated value of CWI Technology, and the lack of assets or revenue of the Company. At the time of the transaction, there was no relationship between the owners of CWI Technology and the Company, its officers, directors or persons owning 10% or more of the Company's common stock.
The Company is actively working on raising funds needed to proceed with its plans for CWI Technology. Later this year, the Company expects to commence design and development of CWI Technology for the automotive transportation industry, as well as sales and marketing of CWI Technology for the marine industry, subject to receiving adequate financing.
The Company was and will continue to engage in the business of developing, marketing and distributing environmental products.
Results of Operations
Three-Month and Nine-Month Periods Ended September 30, 2003. Compared to September 30, 2002.
Revenues for the three-month period ended September 30, 2003 remained $0 as compared to $0 for the three-month period ended September 30, 2002. Revenues for the nine-month period ended September 30, 2003 decreased to $0 as compared to $74,447 for the nine-month period ended September 30, 2002 due to the termination of active sales of the Company's NAF S-111 fire extinguishant product.
General and Administrative expenses for the three-month period ended September 30, 2003 were $64,359 as compared to $33,513 for the three-month period ended September 30, 2002, representing an increase of 92%. This increase was primarily attributed to a finders fee and consulting services relating to the Company's acquisition of CWI Technology and listing on the Berlin Exchange in Germany. General and Administrative expenses for the nine-month period ended September 30, 2003 were $117,196 as compared to $86,572 for the nine-month period ended September 30, 2002, representing an increase of 35.4%. This increase was primarily attributed to a finders fee and consulting services relating to the Company's acquisition of CWI Technology and listing on the Berlin Exchange in Germany.
The Company did not incur any Research and Development costs during the three-month or nine-month periods ended September 30, 2003.
Liquidity and Capital Resources
The Company completed private placements totaling 158,000 common shares at US$0.20 per unit. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at US$0.30 for one year. To date, the shares and warrants from the private placement have not been issued.
Rival's cash position at September 30, 2003 was $18,788 as compared to $5,350 at September 30, 2002, representing an increase of 251%.
Rival's net working capital position (current assets less current liabilities) increased to $83,899 at September 30, 2003 from negative ($43,450) at September 30, 2002, due primarily to the prepayment of contractor services.
During the three-month and nine-month periods ending September 30, 2003, the Company met all cash flow needs from the exercise of warrants and the receipt of subscriptions in advance of shares issued.
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
Except for historical information contained herein, this Form 10-QSB contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We intend that such forward-looking statements be subject to the safe harbors created thereby. We may make written or oral forward-looking statements from
time to time in filings with the SEC, in press releases, quarterly conference calls or otherwise. The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements. Such statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.
Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements. Our actual results may differ materially from such statements. Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-QSB.
Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate with the result that there can be no assurance the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded, as a representation that the
future events, plans, or expectations contemplated will be achieved. We undertake no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statements
based. Our filings with the SEC may be accessed at the SEC's Web site, www.sec.gov.
PART II - - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action has been threatened by or against the Company.
Item 2. Changes in Securities and Use of Proceeds
During the three-month period ended September 30, 2003, the Company accepted a subscriptions for 158,000 units at a price of US$0.20 per unit. Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at a price of US$0.30 for one year. To date, the shares and warrants from the subscription have not been issued.
On September 4, 2003 the Company issued 1,061,000 common shares for services in accordance with an S-8 Registration Statement.
Item 3. Default on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Shareholders
None.
Item 5. Other Matters
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K during the quarter ended September 30, 2003.
None.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.
Rival Technologies Inc.
/s/ Robin J. Harvey
By: Robin J. Harvey
President and Director
/s/ Perry Guglielmi
By: Perry Guglielmi
Director
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Robin J. Harvey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rival Technologies Inc., for the quarter ended September 30, 2003;
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 offering officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation &nbs p;as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or 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:
December 30, 2003.
/s/ Robin J. Harvey
By: Robin J. Harvey
President and Chief Financial Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Rival Technologies, Inc., a British Columbia corporation (the "Company"), on Form 10-QSB for the quarter ending September 30, 2003, as filed with the Securities and Exchange Commission (the "Report"), I, , President and Chief Financial Officer of the Company, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to my knowledge:
(1) 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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Robin J. Harvey
By: Robin J. Harvey
President and Chief Financial Officer
