UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended: DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to ____________
Commission File Number: 0-14869
KOMODO, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 95-3932052
--------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 400, 1111 West Georgia Street, Vancouver, B.C. V6E 4M3
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(Address of principal executive offices) (Zip code)
(604) 689-5377
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(Issuer's telephone number)
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(Former name, address or fiscal year, if changed since last report)
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
------- -------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
As of December 31, 2002 the registrant had 7,541,600 shares of Common Stock
issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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1
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 14
Item 3. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Securities Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Certifications 18
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
KOMODO, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2002 and March 31, 2002
3
KOMODO, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31, March 31,
2002 2002
------------ ------------
CURRENT ASSETS (Unaudited)
Cash $ -- $ --
Prepaid expenses 127 290
------------ ------------
Total Current Assets 127 290
------------ ------------
OTHER ASSETS
E-virus technology 50 50
------------ ------------
Total Other Assets 50 50
------------ ------------
TOTAL ASSETS $ 177 $ 340
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ 256 $ 3
Accounts payable and accrued
liabilities-related party 55,244 34,629
Reserve for discontinued operations 205,676 205,676
------------ ------------
Total Current Liabilities 261,176 240,308
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000 shares
authorized of $0.001 par value, 2,000,000
shares issued and outstanding 2,000 2,000
Common stock: 100,000,000 shares
authorized of $0.001 par value, 7,541,600
shares issued and outstanding at December
31, 2002 and 7,121,600 at March 31, 2002 7,542 7,122
Additional paid-in capital 12,824,151 12,728,571
Stock subscriptions receivable (246,761) (246,761)
Deferred compensation (49,750) (229,750)
Deficit accumulated during the development
stage (12,798,181) (12,501,150)
------------ ------------
Total Stockholders' Equity (Deficit) (260,999) (239,968)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 177 $ 340
============ ============
The accompanying notes are an integral part of the financial statements.
4
KOMODO, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
November 10,
For the Nine Months Ended For the Three Months Ended 1995 Through
--------------------------- ---------------------------- -------------
December 31, December 31, December 31,
---------------------------- ---------------------------- -------------
2002 2001 2002 2001 2002
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES
Depreciation and amortization -- -- -- -- 194,021
General and administrative 297,031 399,222 66,190 390,507 1,694,430
------------ ------------ ------------ ------------ ------------
Total Expenses 297,031 399,222 66,190 390,507 1,888,451
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (297,031) (399,222) (66,190) (390,507) (1,888,451)
------------ ------------ ------------ ------------ ------------
LOSS FROM DISCONTINUED
OPERATIONS -- -- -- -- (10,909,730)
------------ ------------ ------------ ------------ ------------
NET LOSS $ (297,031) $ (399,222) $ (66,190) $ (390,507) $(12,798,181)
============ ============ ============ ============ ============
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.04) $ (0.52) $ (0.01) $ (0.34)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,276,655 763,631 7,541,600 1,148,799
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
KOMODO, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Preferred Stock Common Stock Additional Stock Other During the
------------------ ------------------ Paid-In Subscription Deferred Development
Shares Amount Shares Amount Capital Receivable Compensation Stage
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance, March 31, 2001 2,000,000 $ 2,000 1,606,991 $ 1,607 $ 11,565,886 $ (24,346) $ -- $(11,780,944)
August 15, 2001 to January 23,
2002, stock issued for cash at
$0.04 to $0.25 per share -- -- 1,206,668 1,207 236,543 (237,750) -- --
May 4, 2001 to February 20, 2002,
cash received on stock
subscription -- -- -- -- -- 11,510 -- --
December 31, 2001,
stock subscription receivable
satisfied by reduction of
accounts payable-related -- -- -- -- -- 3,575 -- --
March 31, 2002,
Write-off subscription receivable -- -- -- -- -- 250 -- --
August 15, 2001 to October 15,
2001, stock issued for services
at $0.02 to $0.25 per share -- -- 2,271,671 2,272 150,978 -- -- --
October 15, 2001,
stock issued for deferred
compensation at $0.25
per share -- -- 1,359,000 1,359 338,391 -- (339,750) --
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance forward 2,000,000 $ 2,000 6,444,330 $ 6,445 $ 12,291,798 $ (246,761) $ (339,750) $(11,780,944)
--------- ------- --------- ------- ------------ ---------- ------------ ------------
The accompanying notes are an integral part of these financial statements.
6
KOMODO, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Preferred Stock Common Stock Additional Stock Other During the
------------------ ------------------ Paid-In Subscription Deferred Development
Shares Amount Shares Amount Capital Receivable Compensation Stage
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance forward 2,000,000 $ 2,000 6,444,330 $ 6,445 $ 12,291,798 $ (246,761) $ (339,750) $(11,780,944)
April 1, 2001 to March 31, 2002,
services rendered for
deferred compensation -- -- -- -- -- -- 110,000 --
September 27, 2001,
stock issued for payment of
accounts payable at $0.02 per
share -- -- 469,333 469 8,331 -- -- --
October 28, 2001,
stock issued for purchase of
technology at $0.0003 per share -- -- 200,000 200 (150) -- -- --
October 15, 2001,
Additional expense through
issuance of warrants -- -- -- -- 428,600 -- -- --
Fractional shares issued -- -- 7,937 8 (8) -- -- --
Net loss for the year ended
March 31, 2002 -- -- -- -- -- -- -- (720,206)
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance, March 31, 2002 2,000,000 2,000 7,121,600 7,122 12,728,571 (246,761) (229,750) (12,501,150)
May 13, 2002,
stock issued for services at
$0.60 per share (unaudited) -- -- 20,000 20 11,980 -- -- --
September 27, 2002,
stock issued for services at
$0.21 per share (unaudited) -- -- 400,000 400 83,600 -- -- --
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance forward 2,000,000 $ 2,000 7,541,600 $ 7,542 $ 12,824,151 $(246,761) $ (229,750) $(12,501,150)
--------- ------- --------- ------- ------------ ---------- ------------ ------------
The accompanying notes are an integral part of these financial statements.
7
KOMODO, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Preferred Stock Common Stock Additional Stock Other During the
------------------ ------------------ Paid-In Subscription Deferred Development
Shares Amount Shares Amount Capital Receivable Compensation Stage
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance forward 2,000,000 $ 2,000 7,541,600 $ 7,542 $ 12,824,151 $ (246,761) $ (229,750) $(12,501,150)
April 1, 2002 to December 31, 2002,
services rendered for deferred
compensation (unaudited) -- -- -- -- -- -- 180,000 --
Net loss for the nine months
ended December 31, 2002
(unaudited) -- -- -- -- -- -- -- (297,031)
--------- ------- --------- ------- ------------ ---------- ------------ ------------
Balance, December 31, 2002
(unaudited) 2,000,000 $ 2,000 7,541,600 $ 7,542 $ 12,824,151 $ (246,761) $ (49,750) $(12,798,181)
========= ======= ========= ======= ============ ========== ============ ============
The accompanying notes are an integral part of these financial statements.
8
KOMODO, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
November 10,
For the Nine Months 1995 Through
Ended December 31, December 31,
------------------- ------------
2002 2001 2002
CASH FLOWS FROM OPERATING ACTIVITIES -------- --------- ------------
Net loss $(297,031) $(399,222) $(12,798,181)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization expense -- -- 194,021
Stock issued for services 96,000 -- 3,775,523
Stock issued for payment of account payable -- -- 8,800
Bad debt expense -- -- 224,941
Write-off mineral property -- -- 3,914,434
Write-off of stock subscription receivable -- -- 250
Services rendered for deferred compensation 180,000 -- 290,000
Warrants granted below market value -- 325,984 497,581
Currency translation adjustment -- -- (168,626)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable -- -- (213,312)
(Increase) decrease in deposits and
prepaid expenses 163 1,333 (85,492)
Increase (decrease) in accounts payable and
accounts payable-related party 2,330 61,859 168,923
Increase (decrease) in accrued liabilities 1,942 -- 3,826
Increase in reserve for discontinued
operations -- -- 258,161
--------- --------- ------------
Net Cash Used by Operating Activities (16,596) (10,046) (3,929,151)
--------- --------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets -- -- (149,014)
Purchase of mineral property and deferred
exploration costs -- -- (2,762,539)
--------- --------- ------------
Net Cash Used by Investing Activities -- -- (2,911,553)
--------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received on stock subscription -- -- 11,510
Proceeds from (repayment of) cash overdraft 253 11 256
Proceeds from common stock -- 9,725 5,340,175
Proceeds on notes payable - related party 16,343 310 1,488,763
--------- --------- ------------
Net Cash Provided by Financing Activities 16,596 10,046 6,840,704
--------- --------- ------------
NET INCREASE IN CASH -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
--------- --------- ------------
CASH AT END OF PERIOD $ -- $ -- $ --
========= ========= ============
The accompanying notes are an integral part of these financial statements.
9
KOMODO, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From
Inception on
November 10,
For the Nine Months 1995 Through
Ended December 31, December 31,
------------------- ----------
2002 2001 2002
-------- --------- ----------
CASH PAID FOR:
Interest $ -- $ -- $ 114
Income taxes $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for acquisition of asset $ -- $ 62,500 $ 394,062
Common stock issued for debt conversion $ -- $ 37,500 $1,210,719
Common stock issued for mineral properties $ -- $ -- $ 550,000
Common stock issued for services $ 96,000 $ -- $3,775,523
Common stock issued for license $ -- $ -- $ 125,000
Common stock issued for subscription $ -- $ 528,800 $ 237,750
Common stock issued for payment of
accounts payable $ -- $ -- $ 8,800
Warrants granted below market value $ -- $ 325,984 $ 497,581
The accompanying notes are an integral part of these financial statements.
10
KOMODO, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2002 and March 31, 2002
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted in accordance with
such rules and regulations. The information furnished in the interim
condensed financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are
necessary for a fair presentation of such financial statements.
Although management believes the disclosures and information presented
are adequate to make the information not misleading, it is suggested
that these interim condensed financial statements be read in
conjunction with the Company's most recent audited financial statements
and notes thereto included in its March 31, 2002 Annual Report on Form
10-KSB. Operating results for the nine months ended December 31, 2002
are not necessarily indicative of the results that may be expected for
the year ending March 31, 2003.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced
to cease operations.
In order to continue as a going concern, develop a reliable source of
revenues, and achieve a profitable level of operations the Company will
need, among other things, additional capital resources. Management's
plans to continue as a going concern include raising additional capital
through sales of common stock. However, management cannot provide any
assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
11
KOMODO, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2002 and March 31, 2002
NOTE 3 - STOCK OPTIONS
During September 2002, the Company's board of directors adopted the
"2002 Stock Incentive Plan" to issue options to purchase 1,000,000
shares of stock to employees and consultants at $0.21 per share. The
options vest immediately.
During September 2002, the Company granted options to employees to
purchase 1,000,000 shares of common stock. The options have an exercise
price of $0.21 per share, vest immediately and have a five-year term.
A summary of the status of the Company's outstanding stock options as
of December 31, 2002 and 2001 and changes during the periods then ended
is presented below:
2002 2001
------------------------------- ------------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
------------- ---------------- ------------- ---------------
Outstanding, beginning of
year - $ - - $ -
Granted 1,000,000 0.21 - -
Expired/Cancelled - - - -
Exercised - - - -
------------- ---------------- ------------- ---------------
Outstanding end of year 1,000,000 $ 0.21 - $ -
============= ================ ============= ===============
Exercisable 1,000,000 $ 0.21 - $ -
============= ================ ============= ===============
Outstanding Exercisable
-------------------------------------------- ----------------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable Average
Range of at Dec. 31, Contractual Exercise at Dec. 31, Exercise
Exercise Prices 2002 Life Price 2002 Price
------------------- ------------- ------------- ------------- ------------- -------------
$ 0.21 1,000,000 5.00 $ 0.21 1,000,000 $ 0.21
12
KOMODO, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2002 and March 31, 2002
NOTE 3 - STOCK OPTIONS (Continued)
The Company estimates the fair value of each stock option at the grant
date by using the Black-Scholes option pricing model based on the
following assumptions:
For the Period
Ended
December 31, 2002
-----------------
Risk free interest rate 2.79%
Expected life 5 years
Expected volatility 212%
Dividend yield 0.00%
Of the 1,000,000 options issued, 1,000,000 were issued to employees or
employee directors and were accounted for under APB 25, "Accounting for
Stock Issued to Employees." All of these shares were issued either at
or above the market price of the Company's common stock on the date of
issue and no compensation expense was recognized. Had compensation cost
for the issuance of the options been determined based on the fair value
at the grant dates consistent with the method of FASB Statement 123,
"Accounting for Stock Based Compensation," the Company's net loss and
loss per share would have been increased to the pro forma amounts
indicated below:
For the Nine Months Ended
December 31,
----------------------------
2002 2001
----------- -----------
Net (loss) as reported $ (297,031) $ (399,222)
Pro forma $ (503,558) $ (399,222)
Basic (loss) per share as reported $ (0.04) $ (0.52)
Pro forma $ (0.07) $ (0.52)
NOTE 4 - MATERIAL EVENTS
All of the former subsidiaries of the Company have been abandoned and
have been dissolved, accordingly the Company is no longer a
consolidated entity.
13
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Plan of Operation
Komodo is a development stage software company developing a web based product
designed to eradicate viruses, spam and any unwanted emails. Currently e-mail
traffic is rampant with viruses, unwanted spam, unsolicited adult content and
insecure e-mail. This annoying and costly phenomenon is increasingly causing
businesses a loss in productive man-hours and extra expenses in terms of
downtime lost when computers are virus infected. Current solutions are only
partially effective as they only provide minimal protection and usually require
special software or expensive equipment to be installed on the client side.
We believe our newly developed e-mail system will be 100% effective in
eliminating spam, viruses, unwanted email solicitations and will dramatically
speed up the delivery of all mail, especially larger files. All subscribers will
be able to keep their current e-mail address or have another secure mailbox
within Komodo. Subscribers will be able to sign up for the services on-line by
paying a minimal monthly fee and will be provided with a variety of selections
for eliminating different types of e-mails, addresses, specific content and
known or unknown viruses.
We are currently completing the development of the e-mail system applications
and are due to launch the beta product within the next six months.
Our technology is still in the development phase and may undergo some
fundamental changes before being released for beta testing. Technology
development requires flexibility and many rewrites of code to get a commercially
viable product.
We expect that we would need up to $1,000,000 over the next 12 month period,
which we anticipate would be in the form of private placement funding. Without
adequate funding the product will not progress at the projected rate. Obtaining
financing will depend on the current market conditions, the ambitiousness of the
investment community to make investments into software development, the timing
of key developments of the software, the ability to find the right programmers
and other similar factors. We cannot provide any assurances that we will be able
to secure the funding, if necessary.
Komodo is a development stage company with a product that could have the ability
to perform certain tasks. However, we cannot be certain that we will be able to
finalize the development of a commercially viable product.
Management believes that we will not have to make any equipment purchases in the
immediate future. However, if it becomes necessary or advisable to acquire
equipment, the cost would most likely be part of the $1,000,000 budget that we
anticipate possibly needing during the next 12 months.
This Form 10-QSB contains forward-looking statements that involve risks and
uncertainties. We may use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends," "may," "will," "should," "estimates,"
"predicts," "potential," "continue" and similar expressions to identify such
14
forward-looking statements". Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance, achievements and prospects to be
materially different from those expressed or implied by such forward-looking
statements. These forward-looking statements apply only as of the date of this
Form 10-QSB. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties, and assumptions,
the forward-looking events discussed in this Form 10-QSB might not occur. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described above and elsewhere in this Form 10-QSB and readers are cautioned not
to place undue reliance on these forward looking statements, which reflect
management's analysis only as of the date hereof.
Results of Operations
We incurred a net loss for the quarter ended December 31, 2002 of $297,031,
primarily attributed to consulting fees incurred in the development of the
technology.
We estimate that existing sources of liquidity and the funds provided by
anticipated capital activity will satisfy our projected working capital
requirements through the second quarter of fiscal 2003 ending September 30,
2003. Our ability to maintain sufficient liquidity through fiscal 2003 is
dependent on our raising additional capital and such capital may not be
available on acceptable terms, if at all. Additional financing may result in
substantial and immediate dilution to existing stockholders. If adequate funds
are not available to satisfy either short or long-term capital requirements, we
may be required to curtail operations significantly or to seek funds through
arrangements with strategic partners, existing investors or other parties.
Item 3. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. All such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure based
closely on the definition of "disclosure controls and procedures" in Rule
13a-14(c). In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives. Accordingly, management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
Evaluation of Disclosure Controls and Procedures. Based on an evaluation under
the supervision and with the participation of the our management as of a date
within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, are effective to ensure
15
that information required to be disclosed in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.
Changes in Internal Controls. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken. However, the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and there is no
certainty that any design will succeed in achieving its stated goal under all
potential future considerations, regardless of how remote.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
This Item is not applicable.
Item 2. Changes in Securities
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
This Item is not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 99.1 Certification of C.E.O. Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification of Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Report on Form 8-K
None
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KOMODO, INC.
Date: February 10, 2003 By: /s/ Gordon Muir
------------------------------
Gordon Muir
President / Director
(Chief Executive Officer)
Date: February 10, 2003 By: /s/ Victor Cardenas
------------------------------
Victor Cardenas
Secretary/Director
(Principal Accounting Officer)
17
Certifications
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gordon Muir, Chief Executive Officer of Komodo, Inc. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Komodo,
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 quarlerly report;
4. The registrant's other certifying 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 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
18
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: February 10, 2003
/s/ GORDON MUIR
- -----------------------
Gordon Muir
Chief Executive Officer
19
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Victor Cardenas, Principal Accounting Officer of Komodo, Inc. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Komodo,
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 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 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
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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: February 10, 2003
/s/ VICTOR CARDENAS
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Victor Cardenas
Principal Accounting Officer
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