UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number: 0-27840
CELL ROBOTICS INTERNATIONAL, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 84-1153295
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification number
2715 Broadbent Parkway N.E., Albuquerque, New Mexico 87107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 343-1131
As of November 13, 2002, 16,153,203 shares of Common Stock of the Registrant
were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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INTRODUCTORY NOTE
The Registrant filed its original Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2002 on November 14, 2002. This Amendment No. 1 to
the Quarterly Report on Form 10-QSB/A is being filed solely for the purpose of
responding to comments of the Securities and Exchange Commission (the "SEC").
The amendments include the amendment and restatement of Item 2 of Part I in its
entirety. In order to preserve the nature and character of the disclosures as of
November 14, 2002, no attempt has been made in this amendment to modify or
update such disclosures for events which occurred subsequent to the original
filing on November 14, 2002. Accordingly, this Amendment No. 1 to the Quarterly
Report on Form 10-QSB/A should be read in conjunction with the Company's
subsequent filings with the SEC.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF CELL ROBOTICS INTERNATIONAL, INC.
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
report.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operations for the nine-month periods ended September 30,
2002 and 2001 was $981,882 and $2,022,008, respectively. The primary reason for
the decrease in cash used in operations during the nine-month period ended
September 30, 2002, as compared to the same period in the prior year, was that
we had fewer cash resources. We have also taken steps to limit or reduce our
personnel and other costs through personnel reductions, limitation of travel
expenditures and other methods to achieve other administrative cost reductions.
Net cash provided by financing activities for the nine-month periods
ended September 30, 2002 and 2001 was $988,850 and $1,112,150, respectively. The
decrease in net cash provided by financing activities resulted primarily from
fewer available sources of capital during the nine-month period ended September
30, 2002 when compared to the same period in 2001. The decrease also resulted
from the use of capital to pay down our debt. Between January and April 2002, we
repaid $193,818 of principal and interest owing under our note to Humagen
Fertility Diagnostics, Inc.
Total assets decreased to $1,215,103 at September 30, 2002 from
$1,659,738 at December 31, 2001, a decrease of $444,635, or 27%. This decrease
in total assets is primarily attributed to the following:
o Our current assets decreased $405,893, or 32%, as of September
30, 2002 compared to our current assets as of December 31,
2001. This decrease was primarily the result of decreases in
accounts receivable and inventory as described below.
o Accounts receivable decreased $100,892 from $278,482 at
December 31, 2001 to $186,590 at September 30, 2002. This
decrease occurred because we made an effort during the third
quarter of 2002 to collect as much cash as possible.
o Inventory decreased by $292,358, or 32%, to $619,063 at
September 30, 2002 from $911,421 at December 31, 2001. The
decrease was primarily due to the lack of financial resources
to purchase additional components.
Our current ratio at September 30, 2002 was 0.34 compared to 0.5 at
December 31, 2001. Our total current liabilities decreased $6,686 from
$2,489,415 at December 31, 2001 to $2,482,729 at September 30, 2002. Our working
capital decreased to a deficit of $1,635,077 at September 30, 2002 from a
deficit of $1,235,870 at December 31, 2001. The decrease in working capital was
primarily due to the use of cash resources to fund our ongoing operating losses,
as well as decreases in accounts receivable and inventory as described above.
COMMITMENTS - As of November 13, 2002, our outstanding indebtedness for
borrowed money includes the following:
o In January 2001, certain members of our board of directors and
affiliates of members or former members of our board of
directors agreed to make term loan advances to us in an
aggregate amount of $1,000,000 pursuant to the terms of a loan
agreement with us. The loans are evidenced by unsecured
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promissory notes, bear interest at the rate of ten percent per
annum and were due on January 31, 2002. On November 13, 2002,
we issued 2,309,255 shares of our common stock to Mr. Oton
Tisch in repayment in full of $900,000 of principal and
$139,165 of accrued interest owing to Mr. Tisch under the loan
agreement. As of the filing date of this report, the remaining
principal balance of loans outstanding under the loan
agreement was approximately $87,000. These loans can be
demanded at any time. In connection with the January 2001 loan
commitment, each lender was issued a warrant in proportion to
the amount of the loan made by that lender. The warrants allow
the lenders to purchase an aggregate of 150,000 shares of our
common stock. The warrants may be exercised until January 31,
2004, at a price equal to $1.125 per share of our common
stock.
o On March 29, 2002, we signed a promissory note in the face
amount of $2,000,000 payable to one of our directors, Mr. Oton
Tisch. The promissory note was amended and restated on
September 17, 2002. Under this promissory note, Mr. Tisch may
make one or more advances to us at times and in amounts, as
determined by Mr. Tisch in his discretion, up to an aggregate
principal sum of $1,488,500 (the "Loan A Facility").
Additionally, Mr. Tisch must make requested advances under
this note up to an aggregate principal sum of $511,500 so long
as he remains satisfied in his reasonable credit judgment with
our capital raising activities (the "Loan B Facility").
Therefore, Mr. Tisch has no obligation or commitment to make
any loans under the Loan A Facility and must make advances
under the Loan B Facility only to the extent he is satisfied
with our capital raising activities in his reasonable credit
judgment. This note bears interest at 8% per annum and is
presently secured by all our assets. Mr. Tisch has funded a
total principal amount of $537,300 under this note as of the
date of this report. On November 13, 2002, we issued 776,949
shares of our common stock to Mr. Tisch in repayment in full
of $337,300 of principal and $12,327 of accrued interest owing
to Mr. Tisch under the promissory note. As of the filing date
of this report, the remaining principal balance of loans
outstanding under the note was $200,000, of which $151,200 was
outstanding under the Loan A Facility and $48,800 was
outstanding under the Loan B Facility. No amounts borrowed
under the Loan A Facility or the Loan B Facility may be
reborrowed after being repaid by us. As of the date of this
report, the remaining amount available under the Loan A
Facility and the Loan B Facility is $1,000,000 and $462,700,
respectively. All principal and interest outstanding under the
note are due on April 1, 2004.
CAPITAL SOURCES -- Our operating cash flows continue to be provided by
ongoing sales of the Lasette and the Cell Robotics Workstation. During the first
nine months of 2002, sales of our products generated revenues of approximately
$976,000. In July 2002, we received a commitment from our distributor that sales
the Lasette in China to order additional Lasettes. This commitment provides for
sales of an additional 750 Lasettes, of which 300 have been purchased as of the
date of this report, and 1.5 million clinical disposables through April 2003.
The distributor also committed to order an additional 1,500 Lasettes in the 12
months thereafter, plus approximately 15 million corresponding disposables.
Although the distributor has committed to purchase the above Lasettes and
related disposables, we have no control over the timing or the amount of any
order within the relevant periods discussed above. Further, the risks associated
with these international activities includes, but are not limited to, the
compliance by our distributor with its commitments. Although we are not aware of
any reason that the distributor will not fulfill its commitment, we cannot
assure you that it will remain in compliance with its agreement with us.
We are currently developing a modified version of the Lasette, called
the Infant Lasette, designed specifically for neonatal/pediatric heelstick
applications. We have also entered into an oral agreement with Sandstone Medical
Technologies, LLC., a private company located in Homewood, Alabama, to use our
core laser technology to develop a proprietary medical laser for aesthetic or
skin rejuvenation applications, which we call the UltraLight Laser. On September
30, 2002, we commenced our clinical trials of the Infant Lasette. After
completing the requisite tests in the clinical trial, we will submit the Infant
Lasette for FDA clearance. We anticipate that we will be able to make our
submission to the FDA in March 2003. We further anticipate that the FDA
clearance will take at least three months following this submission. However,
FDA clearance will be delayed if the FDA requests additional information based
on the initial or subsequent submissions. Although there can be no assurances,
we expect that we will be ready to sell the Infant Lasette late in the second
quarter or early in the third quarter of 2003. Additionally, we have received
FDA clearance of the UltraLight Laser in September 2002. We are in the process
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of obtaining certain domestic and international safety clearances for this
product, such as UL and CE certifications. Although there can be no assurances,
we anticipate that we will be able to begin shipments of evaluation units of the
UltraLight Laser in the fourth quarter of 2002. These evaluation units will be
used for market research and demonstration purposes. We expect to begin
commercial shipments of the UltraLight Laser in the first quarter of 2003 after
the manufacturing clearances have been obtained.
As discussed above, on September 17, 2002, we entered into an amended
and restated promissory note payable to Mr. Tisch. Under this promissory note,
Mr. Tisch may, in his discretion, make one or more advances to us under the Loan
A Facility. Additionally, Mr. Tisch must make requested advances under this note
under the Loan B Facility so long as he remains satisfied in his reasonable
credit judgment with our capital raising activities. As of the date of this
report, the remaining amount available under the Loan A Facility and the Loan B
Facility is $1,000,000 and $462,700, respectively.
In addition to the above sources, we have and may continue to raise
capital through the issuance of debt, equity and convertible debt instruments,
or through the exchange of existing instruments through transactions that could
provide us with additional capital.
ADEQUACY OF CAPITAL - Since our inception, to provide working capital
for our product development and marketing activities, we have relied principally
upon the proceeds of both debt and equity financings and, to a lesser extent,
the proceeds of Small Business Innovative Research grants. Research and
development grants accounted for revenues of $137,597 in 2001. No research and
development grant revenue was received in the first nine months of 2002. We have
not been able to generate sufficient cash from operations and, as a consequence,
we must seek additional financing to fund ongoing operations.
We anticipate that our existing current working capital and expected
cash flow from operating activities will only be sufficient to allow us to meet
operational obligations through December 12, 2002, assuming the repayment of the
remaining amounts outstanding under our January 2001 loan agreement are not
demanded before that date. As of September 30, 2002, our net working capital was
a deficit $1,635,077 and our total cash and cash equivalents was less than
$4,000. Additionally, we expect to experience operating losses and negative cash
flow for the foreseeable future. Therefore, we do not have sufficient cash to
sustain those operating losses without additional financing. We presently need
financing to repay our current indebtedness, including payment of our notes in
the aggregate principal amount of approximately $87,000 that are currently due
and payment of borrowed indebtedness in the principal amount of $27,000 that is
due on November 30, 2002. In addition to debt service requirements, we will
require cash to fund our operations. Based on our current operations, we
estimate that our cash needs will be approximately $150,000 each month for the
foreseeable future and will be a total of approximately $1,200,000 through June
30, 2003. Our operating requirements depend upon several factors, including the
rate of market acceptance of our products, particularly the Lasette, our level
of expenditures for manufacturing, marketing and selling our products, costs
associated with our staffing and other factors. We have been funding our
operating requirements with proceeds from small private placements of our equity
securities and indebtedness for borrowed money, particularly with financings
with Mr. Oton Tisch, one of our directors, and sales of our products. However,
these sources of capital have only been adequate to meet our short-term needs.
We need to secure one or more additional financings sufficient to fund our
operations on a long-term basis. Therefore, we intend to continue to seek to
raise equity or debt financing. Although we have had discussions with potential
investors, we have not been able to obtain sufficient long-term financing on
acceptable terms as of the date of this prospectus. No assurance can be given
that we will be able to obtain any additional financing on favorable terms, if
at all. If our operating requirements vary materially from those currently
planned, we may require more financing than currently anticipated. Borrowing
money may involve pledging some or all of our assets. Raising additional funds
by issuing common stock or other types of equity securities would further dilute
our existing shareholders. If we cannot obtain additional financing in a timely
manner, we will not be able to continue our operations. In addition, we have
received a report from our independent auditors covering our fiscal years ended
December 31, 2001 and 2000 financial statements. The report contains an
explanatory paragraph that states that our recurring losses and negative cash
flows from operations raise substantial doubt about our ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
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We have been funding our operating requirements with proceeds from small private
placements of our equity securities and indebtedness for borrowed money,
particularly with financings with Mr. Oton Tisch, one of our directors, and
sales of our products. However, these sources of capital have only been adequate
to meet our short-term needs. We need to secure one or more additional
financings sufficient to fund our operations on a long-term basis. Therefore, we
intend to continue to seek to raise equity or debt financing. Although we have
had discussions with potential investors, we have not been able to obtain
sufficient long-term financing on acceptable terms as of the date of this
prospectus. No assurance can be given that we will be able to obtain any
additional financing on favorable terms, if at all. If our operating
requirements vary materially from those currently planned, we may require more
financing than currently anticipated. Borrowing money may involve pledging some
or all of our assets. Raising additional funds by issuing common stock or other
types of equity securities would further dilute our existing shareholders. If we
cannot obtain additional financing in a timely manner, we will not be able to
continue our operations. In addition, we have received a report from our
independent auditors covering our fiscal years ended December 31, 2001 and 2000
financial statements. The report contains an explanatory paragraph that states
that our recurring losses and negative cash flows from operations raise
substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
To date, we have generated only limited revenues from the sale of our
products and have been unable to profitably market our products. We incurred net
losses applicable to common shareholders of $1,524,232 and $1,989,762 for the
nine-month periods ended September 30, 2002 and 2001, respectively, and net
losses of $2,723,844 and $5,036,182 in 2001 and 2000, respectively. Revenues
from the sale of our products were $976,330 and $1,007,453 for the nine-month
periods ended September 30, 2002 and 2001, respectively and were $1,461,447 and
$992,710 for the years ended December 31, 2001 and 2000, respectively. We expect
to experience operating losses and negative cash flow for the foreseeable
future. We do not have sufficient cash to sustain continuing operating losses
without additional financing. Even if we are able to obtain additional financing
to allow us to continue operations and repay indebtedness, we will still need to
generate significant revenues and improve our gross margins to fund anticipated
manufacturing and marketing costs and to achieve and maintain profitability. We
cannot assure you that we will ever generate sufficient revenues to achieve
profitability, which will have a negative impact on the price of our common
stock. If we do achieve profitability, we cannot assure you that we will be able
to sustain or increase profitability in the future.
In October 2001, we were notified by the Center for Medicare and
Medicaid Services, or CMS, that a Healthcare Common Procedure Coding System, or
HCPCS, code had been assigned to our Lasette. In January 2002, CMS published the
allowable for our Lasette that was associated with the newly issued HCPCS code.
Generally, Medicare reimburses 80% of the published allowable. In March 2002, we
were notified by CMS that they have not established a medical criteria for our
Lasette and as a result CMS is reevaluating the amount of the allowable
previously assigned to our Lasette. The allowable actually set for the Lasette
will depend on the medical policy established by CMS for the Lasette, which is
largely outside our control. Based on CMS's present position, Medicare would
reimburse approximately $17 for the price of the Lasette, a minimal portion of
its cost. We are currently working with CMS to provide input into CMS's
establishment of an appropriate medical policy so that a higher allowable may be
set. However, we can provide no assurance as to whether a medical policy
favorable to us will be established by CMS, or when, if ever, an adequate
allowable for the Lasette will be set or the eventual amount of the allowable.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2001
Sales of products for the three-month period ended September 30, 2002
increased $75,214, or 19%, to $477,277 from $402,063 in the same period of 2001.
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The increase was primarily due to purchases by our new distributor who sells our
laser-based medical products into China. The purchases by the new distributor
were made for initial stocking purposes. Sales of our scientific research
instruments decreased $37,118 or 12% from $320,057 during the quarter ended
September 30, 2001 to $282,939 for the quarter ended September 30, 2002. Sales
of our laser-based medical products increased $112,332, or 137%, from $82,006
for the quarter ended September 30, 2001 to $194,338 for the quarter ended
September 30, 2002.
We generated no revenues from research and development grants in the
third quarter of 2002 because our final research grant expired in September
2001.
Our gross margin on product sales decreased to a margin of 20% for the
quarter ended September 30, 2002 from a gross margin of 33% for the quarter
ended September 30, 2001. A lack of efficiencies in the production of our
products contributed to the lower gross margin.
General and administrative expenses increased $128,912, or 65%, from
$198,478 for the quarter ended September 30, 2001 to $327,390 for the quarter
ended September 30, 2002. The increase is primarily due to non-cash charges
incurred in connection with the issuance of 117,442 shares of our common stock
in payment of consulting services. Marketing and sales expenses decreased
$118,573, or 38%, from $308,917 for the quarter ended September 30, 2001 to
$190,344 for the quarter ended September 30, 2002. The decrease was primarily
due to four sales positions that were staffed in 2001, but not in 2002. In the
latter part of 2001 four marketing and sales positions were eliminated.
Therefore, the salaries associated with these positions and the travel
expenditures were eliminated. The increase in research and development expenses
was primarily due to more engineering components being purchased in the third
quarter of 2002 when compared with the same period in 2001. These engineering
components were purchased for the development of the modified Lasette to perform
heelsticks on infants and the skin refreshening "Ultra-Light Laser" products.
Interest income decreased from $284 for the quarter ended September 30,
2001 to $0 in the quarter ended September 30, 2002. The reason for the decrease
is that we had no excess cash to invest in short-term securities during 2002.
Interest expense decreased $5,990 in the quarter ended September 30, 2002 when
compared with interest expense for the three-month period ended September 30,
2001. The reason for the decrease was due to a slightly lower amount of
outstanding debt in the third quarter of 2002 when compared with the same period
in 2001. Other income increased $14,453 in the third quarter of 2002 compared
with the third quarter of 2001. The reason for the increase was our receipt of a
royalty payment from Hamilton Thorne Research, who purchased our IVF technology
in 2000.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE
NINE MONTHS ENDED SEPTEMBER 30, 2001
Sales of products for the nine-month period ended September 30, 2002
decreased $31,123, or 3%, to $976,330 from $1,007,453 in the same period of
2001. The decrease can primarily be attributed to lower sales in the second
quarter of 2002. Sales in the second quarter of 2002 decreased primarily due to
a lack of financial resources to promote sales and to purchase inventory
components that were required to assemble products for orders.
Research and development grant revenue was $133,823 for the nine-month
period ended September 30, 2001 compared to no revenues in the same period of
2002. We generated no revenues from research and development grants in the
nine-month period ended September 30, 2002 because our final research grant
expired in September 2001.
Our gross margin on product sales decreased from 19% for the period
ended September 30, 2001 to 12% for the nine-month period ended September 30,
2002. A lack of efficiencies in the production of our products contributed to
the decline in gross margin.
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Operating expenses decreased $548,200, or 26%, from $2,119,010 for the
nine-month period ended September 30, 2001 to $1,570,810 for the period ended
September 30, 2002. The decrease is primarily due to our efforts to reduce to
the extent possible all expenditures in 2002 because of the lack of financial
resources. Reductions in expenditures for personnel, advertising, travel and
engineering all contributed to the decrease in operating expenses. Marketing and
sales expenses decreased $472,945 mainly because of the elimination of four
positions in the September of 2001. No expenses associated with those positions
were incurred in 2002.
Interest income decreased in the nine-month period ended September 30,
2002 to $17 from $5,730 in the nine-month period ended September 30, 2001. The
decrease was due to us having practically no excess cash to invest in 2002.
Interest expense increased during the nine-month period ended September 30, 2002
over the same period in 2001 because of increased borrowings in 2002 over those
in 2001. Most of the increased borrowing is attributed to advances made under
the August 2, 2001 convertible note and advances made under the March 29, 2002
promissory note. Both notes were made by Mr. Oton Tisch, one of our directors.
CRITICAL ACCOUNTING POLICIES
High-quality financial statements require rigorous application of
high-quality accounting policies. The policies discussed below are considered by
management to be critical to an understanding of our financial statements
because their application places the most significant demands on management's
judgment, with financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks for these
critical accounting policies are described in the following paragraphs. For all
of these policies, management cautions that future events rarely develop exactly
as forecast, and the best estimates routinely require adjustment.
REVENUE RECOGNITION - Sales to qualified distributors are recognized when the
products are shipped from the plant and ownership is transferred to the
customer. In certain instances where we are required to install its products at
a customer location, the revenue is deferred until the installation is complete.
We provide an allowance for returns based on historical experience.
LOSS CONTINGENCIES - Loss contingencies are recorded as liabilities when it is
probable that a liability has been incurred and the amount of the loss is
reasonably estimable. Disclosure is required when there is a reasonable
possibility that the ultimate loss will exceed the recorded provision.
Contingent liabilities are often resolved over long time periods. Estimating
probable losses requires analysis of multiple forecasts that often depend on
judgments about potential actions by third parties such as regulators.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases,
forward-looking statements can be identified by terminology, for instance the
terms "may," "will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other comparable terminology. In addition, these forward-looking statements
include, but are not limited to, statements regarding the following:
o anticipated operating results and sources of future revenue;
o growth;
o adequacy of our financial resources;
o development of new products and markets;
o obtaining and maintaining regulatory approval and changes in
regulations;
o competitive pressures;
o commercial acceptance of new products;
o changing economic conditions;
o expectations regarding competition from other companies; and
o our ability to manufacture and distribute our products.
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Potential investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results will differ and
could differ materially from these forward-looking statements. The factors that
could cause actual results to differ materially from those in the
forward-looking statements include the following: (1) industry conditions and
competition, (2) reforms in the health care industry or limitations imposed on
third party or Medicare reimbursement of health care costs, (3) the rate of
market acceptance of our products, particularly the Lasette, (4) operational
risks and insurance, (5) risks associated with operating in foreign
jurisdictions, (6) product liabilities which may arise in the future which are
not covered by insurance or indemnity, (7) the impact of current and future laws
and government regulation, as well as repeal or modification of same, affecting
the medical device industry and our operations in particular, (8) the ability to
retain key personnel, (9) renegotiation, nullification or breach of contracts
with distributors, suppliers or other parties and (10) the relationship with our
suppliers, particularly our supplier of crystals used in our Ebrium:YAG lasers.
In light of these risks and uncertainties, there can be no assurance that the
matters referred to in the forward-looking statements contained in this report
will in fact occur.
ITEM 6. EXHIBITS
Exhibits:
99.1 Certificate of the Chief Executive Officer of Cell Robotics
International, Inc.
99.2 Certificate of the Chief Financial Officer of Cell Robotics
International, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CELL ROBOTICS INTERNATIONAL, INC.
Dated: February 6, 2003 By: /s/ Gary Oppedahl
----------------------------------------
Gary Oppedahl, President & CEO
Dated: February 6, 2003 By: /s/ Paul C. Johnson
----------------------------------------
Paul C. Johnson, Chief Financial Officer
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CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Gary Oppedahl, Chief Executive Officer of Cell Robotics
International, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Cell Robotics
International, 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 statement 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 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 filling date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of 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 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. Date: February 6, 2003 /s/Gary
Oppedahl
Date: February 6, 2003 /s/ Gary Oppedahl
---------------------------------
Chief Executive Officer
Cell Robotics International, Inc.
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CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Paul C. Johnson, Chief Financial Officer of Cell Robotics International,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Cell Robotics
International, 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 statement 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 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 filling date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of 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 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. Date: February 6, 2003 /s/Paul
Johnson
Date: February 6, 2003 /s/ Paul Johnson
---------------------------------
Chief Financial Officer
Cell Robotics International, Inc.
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