U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-QSB/A
|X| Quarterly Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2001
|_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 0-11038
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
(Exact name of small business issuer as specified in its charter)
California 33-0644381
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
10675 Sorrento Valley Road, Suite 200, San Diego, CA 92121
(Address of Principal Executive Offices)
(858) 450-7600
(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 __
APPLICABLE ONLY TO CORPORATE FILERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 21,090,922 shares of common stock as
of May 11, 2001.
Transitional Small Business Disclosure Format (check one): Yes __ No X
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
2001 2000
REVENUES: (As restated (As restated
see Note 1 ) see Note 1)
Communications $ 1,734,106 $ 1,840,421
Video compression 711,555 715,745
Satellite transmission technology 651,233 1,020,778
------------------ -----------------
TOTAL REVENUES 3,096,894 3,576,944
------------------ -----------------
COSTS AND EXPENSES:
Communications 726,488 782,289
Video compression 157,301 155,567
Satellite transmission technology 411,309 636,248
------------------ -----------------
Gross Margin 1,801,796 2,002,840
Selling, general and administrative 2,612,680 2,701,185
Research and development 187,390 253,285
------------------ -----------------
LOSS FROM OPERATIONS (998,274) (951,630)
Interest expense - net (184,838) (296,008)
------------------ -----------------
LOSS BEFORE TAXES (1,183,112) (1,247,638)
Income tax benefit 259,575 275,728
------------------ -----------------
LOSS BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (923,537) (971,910)
Cumulative effect on prior years
(to December 31, 1999)of changing
method of revenue recognition - net (333,275)
------------------ -----------------
NET LOSS $ (923,537) $ (1,305,185)
================== =================
BASIC AND DILUTED EARNINGS PER SHARE:
Loss before cumulative effect of a
change in accounting principle $ (0.04) $ (0.05)
Cumulative effect on prior years of
changing method of revenue recognition
- net $ (0.01)
------------------ -----------------
LOSS PER COMMON SHARE $ (0.04) $ (0.06)
================== =================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 21,090,922 20,782,388
Dilutive effect of:
Employee stock options - -
Warrants - -
Weighted average of common
shares outstanding,
assuming dilution 21,090,922 20,782,388
<FN>
See notes to consolidated financial statements.
</FN>
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
----------------- ------------------
ASSETS 2001 2000
(Unaudited)
CURRENT ASSETS: Restated (See
Note 1)
Cash $83,833 $2,089
Restricted cash 123,874 152,099
Accounts receivable - net 2,985,078 3,263,327
Inventories - net 1,510,494 1,361,075
Prepaid expenses and other assets 1,436,389 1,328,931
----------------- ------------------
Total current assets 6,139,668 6,107,521
PROPERTY - net 554,623 574,912
CAPITALIZED SOFTWARE - net 363,086 345,654
GOODWILL - net 8,434,532 8,663,958
PATENT - net 14,927,885 15,209,135
----------------- ------------------
TOTAL $30,419,794 $30,901,180
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $1,777,526 $1,563,886
Accrued expenses 1,088,978 1,386,610
Current portion of deferred revenue 800,000
Current portion of notes payable 4,849,207 5,571,388
----------------- ------------------
Total current liabilities 8,515,711 8,521,884
DEFERRED REVENUE 572,561
NOTES PAYABLE 3,104,094 3,115,831
DEFERRED TAX LIABILITY 6,260,526 6,373,026
STOCKHOLDERS' EQUITY:
Convertible preferred series B stock,
no par value: 1,000,000 shares authorized,
376.25 shares issued, liquidation
preference $10,000 per share 3,762,500 3,762,500
Common stock, no par value; 100,000,000
shares authorized, 21,090,922 shares
issued and outstanding at 2001 and 2000 22,220,750 22,220,750
Accumulated deficit (14,016,348) (13,092,811)
----------------- ------------------
Total stockholders' equity 11,966,902 12,890,439
----------------- ------------------
TOTAL $30,419,794 $30,901,180
================= ==================
<FN>
See notes to consolidated financial statements.
</FN>
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
2001 2000
Restated (see Restated
Note 1)
Operating activities:
Net loss $(923,537) $(1,305,185)
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Loss on disposal of property 7,531
Deferred tax benefit (112,500) (108,104)
Depreciation and amortization 604,784 708,446
Issuance of stock warrant 82,170
Changes in assets and liabilities:
Restricted cash 28,225
Accounts receivable, net 278,249 1,028,480
Inventories, net (149,419) (100,515)
Prepaid expenses and other assets (107,458) (109,044)
Accounts payable and accrued expenses (83,992) (791,562)
Deferred revenue 1,372,561
----------------- -----------------
Net cash provided by (used in) operating activities 914,444 (595,314)
----------------- -----------------
Investing activities:
Capitalized software (32,875)
Capital expenditures (65,907) (81,231)
----------------- -----------------
Net cash used in investing activities (98,782) (81,231)
----------------- -----------------
Financing activities:
Proceeds from line of credit 50,000 655,000
Cash received from stock options exercised 90,380
Principal payments on notes payable (783,918) (369,316)
----------------- -----------------
Net cash (used in) provided by financing activities (733,918) 376,064
----------------- -----------------
Net increase (decrease) in cash 81,744 (300,481)
Cash at beginning of period 2,089 857,634
----------------- -----------------
Cash at end of period $ 83,833 $ 557,153
================= =================
<FN>
See notes to consolidated financial statements.
</FN>
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements as of the three months ended
March 31, 2001 and 2000 are unaudited and have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2001 are not necessarily
indicative of the results that may be expected for any other interim period or
for the year ending December 31, 2001.
Restatement. This amendment to ARCOMS' quarterly report on Form 10-QSB/A for the
three month period ended March 31, 2001 is being filed for the purpose of
amending and restating Items 1 and 2 of Part I of our original Form 10-QSB to
reflect the restatement of our consolidated financial statements. This
restatement relates to certain capitalized software costs and revenue
recognition of one particular licensing agreement.
Subsequent to the issuance of our consolidated financial statements for the
quarter ended March 31, 2001, we determined that certain software products for
which costs had been capitalized had not met the definition of technological
feasibility as provided in Statement of Financial Accounting Standards No. 86.
Accordingly, we are restating our financial statements for this quarter to
reflect the presentation of such costs as research and development. The
restatement results in an increase in research and development expenses of
$126,697 for the quarter ended March 31, 2001.
In addition, subsequent to the issuance of our consolidated financial statements
for the quarter ended March 31, 2001, we determined that it would have been
preferable to recognize one time based license fee ratably over the term of
the agreementbased on guidance provided by Staff Accounting Bulleting No. 101
issued by the U.S. Securities and Exchange Commission, rather than recognizing
the entire fee upon receipt. The amount of the fee was $1,200,000 all of
which we had recognized in the quarter ended March 31, 2001. The term of the
agreement is 18 months. The restatement results in a decrease to
satellite transmission technology revenue of $1,133,333 for the quarter ended
March 31, 2001.
New Accounting Pronouncements. In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition
in Financial Statements. SAB No. 101 provides guidance in applying accounting
principles generally accepted in the United States to revenue recognition in
financial statements, including the recognition of non-refundable up-front
payments received in conjunction with contractual arrangements that have
multiple performance elements and require continuing involvement. SAB No. 101
requires that such fees be recognized as products are delivered or services are
performed that represent the culmination of a separate earnings process.
The Company recorded sales of communication equipment of $96,025 in the first
quarter of 2000. The Company initially recognized those sales at the time the
equipment was shipped to customers. However, under the provisions of SAB No.
101, the delivery of equipment by the Company is not considered the culmination
of an earnings process until the related messaging service is provided by the
Company to its customers. The Company implemented SAB No. 101 in the fourth
quarter of 2000 as a change in accounting principle, retroactive to January 1,
2000, by deferring and recognizing these up-front payments over the estimated
period of the messaging services. The cumulative effect of this change to
December 31, 1999, which was recorded in 2000, of changing its method of revenue
recognition was $(333,275) or $(0.01) per share. However, the effect on the
quarter ended March 31, 2000 increased revenue by $264,415, increased cost of
goods sold by $129,864 and decreased loss before cumulative effect of change in
accounting principle by $88,804, compared to the results previously reported for
the quarter ended March 31, 2000, which have been restated accordingly.
NOTE 2 - BALANCE SHEET DETAILS
3/31/2001 12/31/2000
---------------- ----------------
Accounts receivable $3,042,599 $3,320,947
Less allowance for doubtful
accounts 57,521 57,620
---------------- ----------------
$2,985,078 $3,263,327
---------------- ----------------
Inventory:
Raw materials $811,770 $693,568
Work in progress 233,667 204,790
Finished goods 505,057 502,717
---------------- ----------------
$1,550,494 $1,401,075
Less allowance for
obsolete inventory 40,000 40,000
---------------- ----------------
$1,510,494 $1,361,075
---------------- ----------------
Property:
Computers and equipment $1,485,497 $1,428,178
Furniture and fixtures 271,100 268,310
Leasehold improvements 56,975 88,832
---------------- ----------------
1,813,572 1,785,320
Less accumulated depreciation 1,258,949 1,210,408
---------------- ----------------
$554,623 $574,912
---------------- ----------------
Capitalized software $378,529 $345,654
Less accumulated amortization 15,443 0
---------------- ----------------
$363,086 $345,654
---------------- ----------------
Goodwill $11,481,272 $11,481,272
Less accumulated amortization 3,046,740 2,817,314
---------------- ----------------
$8,434,532 $8,663,958
---------------- ----------------
Patent $18,000,000 $18,000,000
Less accumulated amortization 3,072,115 2,790,865
---------------- ----------------
$14,927,885 $15,209,135
---------------- ----------------
Accrued expenses:
Taxes payable $102,093 $269,586
Other accrued expenses 986,885 1,117,024
---------------- ----------------
$1,088,978 $1,386,610
---------------- ----------------
Depreciation expense was $78,665 and $87,316 for the three months ended March
31, 2001 and 2000, respectively. Amortization expense was $526,119 and $621,130
for the three months ended March 31, 2001 and 2000, respectively.
NOTE 3 - NOTES PAYABLE
On February 28, 2000 the Company signed a Change in Terms Agreement (the
"Agreement") with a bank increasing the line of credit to $1,750,000 and
extending the expiry date to December 29, 2001. On March 13, 2001 the Company
signed a second Change in Terms Agreement increasing the interest rate to equal
the lender's prime, currently at eight percent, plus one percent. The Company
has negotiated a change in the covenants with the bank such that the Company is
in compliance with the covenants as of March 31, 2001. This third Change in
Terms Agreement was signed on May 18, 2001. The new agreement increases the
interest rate to equal the lender's prime plus two percent and changes the
financial and operating covenants under the bank debt. At March 31, 2001 the
balance on the line of credit was $1,600,000. Pursuant to the Agreement, the
bank has prohibited principal payments totaling approximately $710,000 on notes
payable, which were due April 1, 2001 to the two former owners of Enerdyne
Technologies, Inc. One former owner is a director of the Company.
NOTE 4 - GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION
The Company operates three reportable business segments: communications, video
compression and satellite transmission technology. The Company's reportable
segments are strategic business units that offer different products and
services. They are managed separately based on fundamental differences in their
operations.
The communications segment consists of the operations of Boatracs, Boatracs
Gulfport ("Gulfport"), ARCOMS Europe ("Europe") and OceanTrac Limited
("OceanTrac"). The communications segment has exclusive distribution rights in
the United States for marine application of the OmniTRACS(R) system of
satellite-based communication and tracking systems manufactured by QUALCOMM
Incorporated ("QUALCOMM"). In addition, the Company's wholly owned subsidiaries,
Europe and OceanTrac, have agreements with QUALCOMM's authorized service
providers in Europe and Canada for marine distribution of OmniTRACS(R) in parts
of Europe and Canada. Gulfport is a provider of software applications and
service solutions to the commercial work boat and petroleum industries,
including customers of Boatracs.
The video compression segment consists of the operations of Enerdyne
Technologies, Inc. ("Enerdyne") which the Company acquired in July 1998.
Enerdyne is a provider of versatile, high performance digital video compression
products and multiplexing equipment to government and commercial markets.
The satellite transmission technology segment consists of the operations of
ICTI. ICTI is engaged in designing and implementing bandwidth efficient
multimedia satellite networks and develops customized software solutions to
manage and allocate available satellite power/bandwidth resources to optimize a
satellite system's lifecycle costs.
Corporate overhead expenses have been allocated based on revenue percentages of
each segment to total revenues.
Information by industry segment for the three months ended March 31, 2001 is
set forth below.
Commun- Video Satellite
ications Compression Technology Consolidated
------------------------- -------------- --------------
Revenues $1,734,106 $711,555 $651,233 $3,096,894
Income (loss)from $198,993 $(614,774) $(582,493) $(998,274)
operations
Interest income $1,131 $1,056 $1,169 $3,356
Interest expense $21,021 $158,884 $8,289 $188,194
Depreciation and $64,104 $381,517 $159,163 $604,784
amortization
Total assets $3,211,686 $20,623,599 $6,584,509 $30,419,794
Information by industry segment for the three months ended March 31, 2000 is set
forth below. The segment information has been restated from the amounts
previously reported (see Note 1).
Commun- Video Satellite
ications Compression Technology Consolidated
------------- -------------- -------------- --------------
Revenues $1,840,421 $715,745 $1,020,778 $3,576,944
Income (loss) from $175,795 $(836,365) $(291,060) $(951,630)
operations
Interest income $4,645 $1,320 $4,937 $10,902
Interest expense $42,278 $190,096 $74,536 $306,910
Depreciation and $72,655 $487,632 $148,159 $708,446
amortization
Total assets $3,553,920 $27,933,704 $6,976,141 $38,463,765
The Company has two foreign subsidiaries: Europe and OceanTrac. Europe is
located in the Netherlands and provides communication services to the European
market. OceanTrac provides communication services in Eastern Canada. In
addition, Enerdyne and ICTI have foreign sales. The following table presents
revenues for each of the geographical areas in which the Company operates:
3/31/01 3/31/00
Long Long
Revenues Lived Assets Revenues Lived Assets
United States $2,330,980 $15,839,878 $2,706,288 16,704,036
International 765,914 5,716 870,656 47,846
--------------------------- ------------------ --------------
Total $3,096,894 $15,845,594 $3,576,944 $16,751,882
---------------------------- ------------------ --------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
The Company has three business segments:
1. Boatracs,
2. Enerdyne Technologies, Inc. ("ENERDYNE"), a wholly owned subsidiary, and
3. Innovative Communications Technologies, Inc. ("ICTI"), a wholly owned
subsidiary.
Statements within this 10-QSB which are not historical facts, including
statements about strategies and expectations for new and existing products,
technologies, and opportunities, are forward-looking statements that involve
risks and uncertainties. The Company wishes to caution readers to the risk
factors inherent to the business including, but not limited to, the continuing
reliance upon QUALCOMM, one of the major suppliers of equipment sold by the
Boatracs business segment, reliance upon QUALCOMM's Network Management Facility
through which the Boatracs' business segment message transmissions are formatted
and processed, the development of more advanced technology by competitors and
continuing technological innovation by the Company. These and other risks are
more fully described in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2000.
For the three months ended March 31, 2001 and 2000
Total revenues for the quarter ended March 31, 2001, were $3,096,894, a
decrease of $480,050 or 13% compared to total revenues of $3,576,944 for the
quarter ended March 31, 2000.
Communications revenues, which consist of revenues from the sale of Boatracs
systems, software and data transmission and messaging, were $1,734,106 or 56% of
total revenues for the quarter ended March 31, 2001, a decrease of $106,315 or
6% compared to $1,840,421 or 51% of total revenues for the quarter ended March
31, 2000. Revenues for the quarter ended March 31, 2000 have been restated for
SAB No. 101 (see Note 1). The decrease in communication revenues was caused by a
combination of lower system sales and software which were greater than the
increase in data transmission and messaging revenues.
Video compression revenues were $711,555 or 23% of total revenues for the
quarter ended March 31, 2001, a decrease of $4,190, or 1%, compared to $715,745
or 20% of total revenues in the prior comparable quarter.
Revenues from satellite transmission technology were $651,233 or 21% of total
revenues for the quarter ended March 31, 2001 compared to revenues of $1,020,778
or 29% of total revenues in the first quarter of 2000. The decrease in revenues
of $369,545 or 36% is due primarily to a decrease in system integration revenues
in the first quarter.
Communications expenses were $726,488 or 42% of communications revenues for the
quarter ended March 31, 2001, a decrease of $55,801 or 7%, compared to $782,289
which represented 43% of communications revenue in the comparable quarter of the
prior year. Gross margin for communications remained constant at 58% in the
quarter ended March 31, 2001 from 57% in the same period of the prior year.
Video compression expense was $157,301 or 22% of video compression revenues for
the quarter ended March 31, 2001, an increase of $1,734 or 1% compared to
$155,567 or 22% of video compression revenues in the same period of the prior
year. Gross margin remained constant at 78% in the first quarter compared to the
prior year.
Satellite transmission technology expenses were $411,309 or 63% of satellite
transmission technology revenues for the quarter ended March 31, 2001, a
decrease of $224,939 or 35%, compared to $636,248 or 62% of satellite
transmission technology revenues in the prior first quarter. Gross margin
remained constant.
Selling, general and administrative expenses were $2,612,680 or 84% of total
revenues for the quarter ended March 31, 2001, a decrease of $88,505 or 3%,
compared to $2,701,185 or 76% of total revenues in the prior comparable quarter.
Overall, accounting, commissions, insurance, consulting, office and rent
expenses increased, offset by a decrease in salary expense. Amortization expense
decreased $95,145 to $526,119 due to a charge to goodwill in the fourth quarter
of 2000 related to the Enerdyne acquisition, decreasing future amortization
expense.
Research and development expenses were $187,390 or 6% of total revenues for the
quarter ended March 31, 2001, a decrease of $65,895 or 26% compared to research
and development expenses of $253,285 or 7% of total revenues in the prior
comparable quarter.
Interest expense, net was $184,838 for the first quarter of 2001 and $296,008
for the first quarter of 2000, a decrease of $111,170 or 38% due primarily to
the reduction of principal on the Company's term note with a bank.
The income tax benefit for the quarter ended March 31, 2001 was $259,575
compared to income tax benefit of $275,728 in the prior comparable quarter.
Liquidity and Capital Resources
The Company's cash balance at March 31, 2001 was $83,833, an increase of $81,744
compared to the December 31, 2000 cash balance of $2,089. At March 31, 2001,
working capital was negative $2,376,043 a decrease of $38,320 from the negative
working capital of $2,414,363 at December 31, 2000. Cash of $914,444 was
provided by operating activities, cash of $98,782 was used in investing
activities and cash of $733,918 was used in financing activities in the first
three months of 2001.
On March 13, 2001, the Company signed a Change in Terms Agreement increasing the
interest rate to equal the lender's prime rate, currently at eight percent, plus
one percent. At March 31, 2001, $1,600,000 was drawn on the line of credit. The
Company is required to meet certain restrictive financial and operating
covenants under the bank debt. The Company has negotiated a change in the
covenants with the bank such that the Company will be in compliance with the
covenants as of March 31, 2001. It is anticipated that this third Change in
Terms Agreement will be signed during the week of May 21, 2001. The new
agreement will increase the interest rate to equal the lender's prime plus two
percent and change the financial and operating covenants under the bank debt.
During the first quarter ended March 31, 2001 the Company received $1.2 million
from a license fee. This fee is being amortized to revenues over 18 months, the
life of the agreement.
Accounts receivable, net of an allowance for uncollectible accounts, decreased
by $278,249 to $2,985,078 at March 31, 2001 from $3,263,327 at December 31,
2000. Property, net of accumulated depreciation, was $554,623 at March 31, 2001,
a decrease of $20,289 from December 31, 2000, due primarily to depreciation
expense and a write off of leasehold improvements in the amount of $37,655.
Goodwill, net of accumulated amortization, decreased by $229,426 to $8,434,532
due to amortization expense in the first three months of 2001 and a $6,000,000
write-down of goodwill in the fourth quarter, 2000. Patent, net of accumulated
amortization, decreased by $281,250 to $14,927,885 at March 31, 2001 due to
amortization expense in the first three months of 2001.
Accounts payable were $1,777,526 at March 31, 2001, an increase of $213,640
compared to $1,563,886 at December 31, 2000, and accrued expenses decreased by
$297,632 March 31, 2001 to $1,088,978 due to an increase in the tax accrual.
Total notes payable (short-term plus long-term) in the amount of $7,953,301 at
March 31, 2001, decreased $733,918 due to a reduction of principal compared to
the balance at December 31, 2000.
The Company anticipates making capital expenditures of approximately $300,000
during 2001, excluding assets which may be acquired in acquisitions. To date,
the Company has financed its working capital needs through private loans, bank
debt, the issuance of common and preferred stock and cash generated from
operations. Any expansion of the Company's business may require a commitment of
substantial funds. To the extent that the net proceeds of private financing
activities and internally generated funds are insufficient to fund the Company's
operating requirements, it may be necessary for the Company to seek additional
funding, either through collaborative arrangements or through public or private
financing. There can be no assurance that additional financing will be available
on acceptable terms or at all. When additional funds are raised by issuing
equity securities, dilution to the existing shareholders result. If adequate
funds are not available in the future, the Company's business would be adversely
affected.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not aware of any current or pending legal proceedings to which
it is a party.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its
behalf by the Undersigned, thereunto duly authorized.
ADVANCED REMOTE COMMUNICATION SOLUTIONS, Inc.
Registrant
May 7, 2002 /s/ MICHAEL L. SILVERMAN
Date MICHAEL SILVERMAN
PRESIDENT, CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD
May 7, 2002 /s/ DEAN B. KERNUS
Date CHIEF FINANCIAL OFFICER