UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
COMMISSION FILE NO. 333-94265
LISKA BIOMETRY, INC.
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(Exact Name of small business issuer as specified in its charter)
FLORIDA 06-1562447
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 SUSSEX DRIVE
OTTAWA, ONTARIO, CANADA K1A 0R6
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(Address of Principal Executive Offices)
603-540-0828
(Telephone number, including area code, of agent for service)
COPIES TO:
VIRGINIA K. SOURLIS, ESQ.
The Galleria
2 Bridge Avenue
Red Bank, NJ 07701
(732) 530-9007
Fax (732) 530-9008
WWW.SOURLISLAW.COM
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Registrant has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months and has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
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AS OF MARCH 31, 2004, WE HAD 15,534,275 SHARES OF OUR
COMMON STOCK OUTSTANDING.
LISKA BIOMETRY, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-QSB/A
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheet (Unaudited) 3
Statements of Operations (Unaudited) 4
Statements of Cash Flows (Unaudited) 5
Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis or Plan of Operations 7
Item 3 - Controls and Procedures 13
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 15
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2
Liska Biometry, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
March 31, 2004
(Unaudited)
Assets
Current assets:
Cash $ 8,598
===========
Liabilities and stockholders' (deficit)
Current liabilities:
Accounts payable $ 202,357
Due to investors 35,000
-----------
Total current liabilities 237,357
-----------
Stockholders' (deficit):
Preferred stock, no par value,
10,000,000 shares authorized
Common stock, no par value, --
100,000,000 shares authorized,
15,434,275 shares issued and outstanding 2,162,829
Additional paid in capital 1,061,703
Stock subscriptions 365,000
(Deficit) accumulated during the development stage (3,818,698)
-----------
(229,166)
Other comprehensive income:
Foreign exchange translation adjustment 407
(228,759)
-----------
$ 8,598
===========
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SEE ACCOMPANY NOTES
3
Liska Biometry, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
Three Months Ended March 31, 2003 and 2004 and
Inception (August 1, 2000) to March 31, 2004
(Unaudited)
Three Months Three Months Inception
Ended Ended to
March 31, 2003 March 31, 2004 March 31, 2004
------------ ------------ ------------
Sales $ -- $ -- $ 8,000
Cost of goods sold -- -- 892
------------ ------------ ------------
Gross profit -- -- 7,108
------------ ------------ ------------
Operating expenses:
Impairment of license -- -- 58,812
Selling, general and administrative expenses 48,857 50,890 3,767,244
------------ ------------ ------------
48,857 50,890 3,826,056
------------ ------------ ------------
(Loss) from operations (48,857) (50,890) (3,818,948)
------------ ------------ ------------
Other income (expense):
Other income -- -- 250
------------ ------------ ------------
Net (loss) (48,857) (50,890) (3,818,698)
Other comprehensive income:
Foreign currency translation adjustment -- 1,738 407
------------ ------------ ------------
Comprehensive (loss) $ (48,857) $ (49,152) $ (3,818,291)
============ ============ ============
Per share information - basic and fully diluted:
Weighted average shares outstanding 9,898,275 15,487,462 4,351,786
============ ============ ============
Net (loss) per share $ (0.00) $ (0.00) $ (0.88)
============ ============ ============
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SEE ACCOMPANY NOTES
4
Liska Biometry, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2003 and 2004 and
Inception (August 1, 2000) to March 31, 2004
(Unaudited)
Three Months Three Months Inception
Ended Ended to
March 31, 2003 March 31, 2004 March 31, 2004
--------- --------- ---------
Cash flows from operating activities:
Net cash (used in) operating activities $ (531) $ (42,245) $(218,280)
--------- --------- ---------
Cash flows from investing activities:
Net cash (used in) investing activities -- -- (50,000)
--------- --------- ---------
Cash flows from financing activities:
Net cash provided by financing activities -- 50,000 276,878
--------- --------- ---------
Net increase (decrease) in cash (531) 7,755 8,598
Beginning - cash balance 616 843 --
--------- --------- ---------
Ending - cash balance $ 85 $ 8,598 $ 8,598
========= ========= =========
Supplemental cash flow information:
Cash paid for income taxes $ -- $ -- $ --
========= ========= =========
Cash paid for interest $ -- $ -- $ --
========= ========= =========
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SEE ACCOMPANY NOTES
5
LISKA BIOMETRY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
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(1) Basis Of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles (GAAP) for interim
financial information and Item 310(b) of Regulation S-B. They do not include all
of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of December 31,
2003 and for the two years then ended, and the period from inception (August 1,
2000) to December 31, 2003, including notes thereto included in the Company's
Form 10-KSB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During periods when anti-dilutive commons stock equivalents are not
considered in the computation.
(3) Commitments and Contingencies
During the periods covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and that the Company did comply with the "safe harbor"
exemptions from registration, it could be liable for rescission of the sales if
such exemptions were found not to apply and this could have a material negative
impact on the Company's financial position and results of operations.
During the periods covered by these financial statements the Company entered
into several employment, consulting and other agreements with third parties.
Although the Company obtained settlement releases from a majority of the
parties, settlement releases were not entered into with some of these parties or
the settlement releases were verbal agreements. Future contingencies which
cannot be estimated by management, may exist for the above matters including but
not limited to issuance of capital stock and other financial obligations and may
have a material negative impact on the Company's financial position and results
of operations.
(4) Stockholders' (Deficit)
During the three months ended March 31, 2004 an affiliate of the Company
contributed services valued at $1,500 to the capital of the Company.
During February and March 2004 the Company issued 100,000 shares of common stock
for cash aggregating $50,000.
(5) Basis of Reporting
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
6
The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the three months ended March 31, 2004 and the period from inception
to March 31, 2004, the Company incurred a net losses of $50,890 and $3,818,698
and has working capital and stockholder deficits of $228,759 at March 31, 2004.
In addition, the Company has no revenue generating operations.
The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.
The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
(8) Subsequent Event
During April 2004 the Company issued 3,500,000 shares of its common stock for
services to affiliates, and certain consultants. These shares will be valued at
their fair market value of $.50 per share on the date it was agreed they would
be issued and the value will be charged to operations. In addition, during April
2004 the Company issued 150,000 shares of common stock for cash aggregating
$75,000.
During April 2004, the Company entered into employment contracts with three
officers for annual compensation aggregating approximately $150,000. In
addition, these officers are to receive an aggregate of 2,500,000 shares of
common stock, of which 2,200,000 have been issued in April, 2004. The term of
the contracts commences on the date the Company receives a minimum of $100,000
in funding and terminates one year thereafter.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 and is subject to the safe harbor created by those sections. We intend
to identify forward-looking statements in this report by using words such as
"believes," "intends," "expects," "may," "will," "should," "plan," "projected,"
"contemplates," "anticipates," "estimates," "predicts," "potential," "continue,"
or similar terminology. These statements are based on the Company's beliefs as
well as assumptions the Company made using information currently available to
us. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. Because these statements reflect the Company's current
views concerning future events, these statements involve risks, uncertainties,
and assumptions. Actual future results may differ significantly from the results
discussed in the forward-looking statements. These risks include changes in
demand for the Company's products, changes in the level of operating expenses,
changes in general economic conditions that impact consumer behavior and
spending, product supply, the availability, amount, and cost of capital for the
Company and the Company's use of such capital, and other risks discussed in this
report. Additional risks that may affect our performance are discussed under
"Risk Factors Associated with Our Business" in our Form 10-KSB for the fiscal
year ended December 31, 2003. Readers are cautioned not to place undue reliance
on the forward-looking statements contained in this report. We disclaim any
obligation to update forward-looking statements. All references to "we", "our",
"us", of refer to Liska Biometry, Inc., and it predecessors, operating
divisions, and subsidiaries.
7
CRITICAL ACCOUNTING POLICIES
There were no changes to the Company's critical accounting policies in the first
quarter of 2004. Critical accounting policies are those applications of
accounting principles or practices that require considerable judgment,
estimation, or sensitivity analysis by management.
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PLAN OF OPERATIONS
We plan to accomplish the following in our Plan of Operations over a period of
12 months. At the present time we do not have sufficient cash resources to
conduct our Plan of Operations. We have not had sufficient cash resources to
conduct our Plan of Operations since we adopted our new business plan of
fingerprint encoding and authentication. Therefore, our Plan of Operations is
contingent upon receiving adequate financing to meet costs of $960,900 and will
not commence until we receive such financing.
OUR PLAN OF OPERATIONS TO DATE:
ATTENDING CONVENTIONS:
March 2003-November 2003
From March 4-5, 2003, our Consultants, Chris LeClerc and Jeff Hall, attended the
Homeland and Global Security Summit in Washington, D.C. to enhance our
understanding of the procurement process involved with homeland security
contracts. The following topics were discussed at this convention: homeland
security spending and appropriations, contract and procurement procedures
involved with homeland security and defense programs, and homeland security
applications of their companies.
From March 6-8, 2003, our Consultant, Jeff Hall, attended the TechNet 2003
convention in Washington D.C. At this convention, The Armed Forces
Communications and Electronics Association, a non-profit association
representing government, industry and military professionals in the fields of
communications, electronics, intelligence, information systems, imaging and
multi-media, brings together industry officials with the goal of encouraging
close cooperative relationships among civil government agencies, the military,
and industry.
From November 19-20, 2003, our consultant, Jeff Hall, attended the Biometrics
World Executive Conference on Biometrics in Financial Service Applications for
the purpose of understanding our markets and current technologies. At this
conference, analysts, consultants, suppliers and users of biometric systems
discussed the applications of biometric systems.
Our attendance at these conventions should not be construed as an indication
that we will derive any benefits whatsoever from such attendance.
RESEARCH AND DEVELOPMENT
Our research and development work on fingerprint biometrics was originally
performed by an affiliated entity, Kojon Biometrics, Inc., from January 1, 2003
to June 30, 2003, for the purpose of conducting a proof of concept
demonstration. This project was conducted by our President, Lam Ko Chau, with
key team member consultants: Dr. John Watkin, Dr. Ruilin Ma, Dr. Tet Yeap, Mr.
Song Guo, and Mr. Yiming Zhang.
8
In January 2003 we developed a preliminary demonstration model of our proposed
fingerprint technology which provided only a conceptual guide for future
development. We continued our development throughout 2003 and attempted to
improve our core technology and implement changes in our core software; however,
most of our development occurred from September 2003 to December 2003, in which
we made further changes to our core software. We still have not reached the
final proof of concept stage, and we still do not have a final workable
demonstration model. Moreover, a final workable demonstration model is
contingent upon us receiving financing, which we may be unable to obtain. As
reflected below in our Future Plan of Operations, we will continue to develop
our core technology pending adequate financing.
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OUR FUTURE PLAN OF OPERATIONS:
APPOINT EXECUTIVE MANAGEMENT TEAM
We have filled the following executive management positions:
o Chief Operating Officer; and
o Chief Financial Officer.
We will fill the following executive management position:
o Vice President - Sales and Marketing
We estimate that our annual salary expenditures for these positions will be
$198,000 composed of a salary of $48,000 for each of the above positions. In
addition, our Chief Executive Officer's salary will be $54,000.
HIRE ENGINEERING TEAM
We plan to hire the following positions that will comprise our engineering team
that will develop our fingerprint technology:
o 1 senior scientific advisor;
o 4 full time software engineers; and
o 1 full time software/hardware engineer
The annual salary costs associated with these positions is $218,400.
CAPITAL EXPENDITURES
We intend to purchase capital equipment for our research and development, which
will consist primarily of computer hardware. The estimated cost of this
equipment is approximately $12,500.
ENGAGE BUSINESS DEVELOPMENT CONSULTANTS
We intend to sub-contract our business development function to consultants who
will assist our management to identify marketing opportunities for our products
and services. The estimated annual expenditures for the business development
consultants are $54,000.
9
HIRE EXECUTIVE ASSISTANT
We plan to hire one individual who will be responsible for all the
administrative and human resource functions of the Company.
The annual salary costs associated with this position is $30,000.
DEVELOP AND INITIATE MARKETING EFFORT
Our Vice President of Sales and Marketing will survey the key markets and
customers, and use systems, planning initiatives and oversight bodies to develop
a strategy for brand name recognition. Generally this strategy will include
working with the following government agencies:
o Department of Defense Biometrics Management Office and Joint
Interoperability Test Command;
o United States Army Communication Electronics Command;
o National Institute for Standards in Technology;
o National Security Agency; and
o Justice Department Management Office.
In addition, we will acquire other market information and contacts by joining
key industry group and hiring industry analysts. The annual cost associated with
this marketing effort is $43,000.
DEVELOP SOFTWARE ALGORITHMS
We will use third party live-scan fingerprint scanners to develop our initial
proprietary software algorithms. Our goal in this regard is to reach the proof
of concept stage, illustrating the differentiating features of embedded software
algorithms - that is, the capability to measure the stable content of a
fingerprint image and to express it as a short numeric output. For a given
legible and distinct fingerprint input, the output number is expected to be
distinct from person to person. This aspect of our Plan of Operations will be
accomplished by the team of engineers that we hire and will be headed by our
Chief Executive Officer, Lam Ko Chau. We estimate that the total expenditure for
algorithm development will be $20,000.
DEVELOPMENT OF FINGERPRINT SCANNER PROTOTYPE
We will attempt to have our own scanner built to specifications dictated by our
patent-pending algorithms. We estimate the cost of outsourcing labor and
materials to build this scanner will be approximately $200,000.
TESTING OF PROTOTYPE
We plan to submit our prototype product to the following government regulatory
agencies:
o Department of Defense Biometrics Management Office which provides
testing and analysis of any biometric product that wishes to be
considered by the Department of Defense;
o National Institute for Standards and Technology which performs
acceptance testing for the Department of Justice Management
Division; and
o Joint Interoperability Test Command which makes sure that persons,
machines and computers across all branches of the military can
communicate with each other.
We will also consult with commercial organizations that set standards in the
commercial sector, including BioAPI Consortium, the International Biometrics
Group and the International Biometrics Industry Association. The purpose of our
consultation with these organizations is to ensure that we design and build a
system that: (a) meets customer needs in the fingerprint technology area on an
up-to-date basis; (b) has the ability to operate and integrate two or more
different systems such as the Federal Bureau of Investigation that uses a "10
rolled print" identification process and Immigration and Naturalization Service
which uses a "2 index finger plain print" identification process; and (c) in
order to meet Department of Defense regulations and criteria and
interoperability guidelines.
10
An experienced Business Development Manager will be added in this phase as well
as an Applications Engineer and Marketing Programs Manager. Compensation will
include base salary, bonuses and stock options.
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MARKETING
Marketing expenditures will focus on the broad dissemination of our test
results. By using a biometrics knowledgeable public relations firm, we will
attempt to increase our market recognition, provide promotional sampling of our
products and target key customers. We will attempt to develop strategic partners
to collaborate on our marketing and technological integration efforts. Such
strategic partners may include the following:
o Facial and eye recognition (iris and retina) system vendors;
o Federal security suppliers and contractors;
o Military sourcing organizations; and
o Other distribution channels that target military and commercial
security markets.
We will use the following prospecting and marketing techniques:
o Phone and meet with existing and retired military personnel,
especially those that are or were employed by the Immigration and
Naturalization Service, all branches of the United States military,
the Federal Bureau of Investigation and the National Security
Agency;
o Determine from prospective and actual commercial and government
clients what their existing needs and desires are regarding a
biometric system; and
o Use information from the following sources to determine trends in
the commercial and government markets: (a) biometric organizations;
(b) our own general market study; and (c) conduct research on the
Internet regarding our competition
The approximate expenditure for the second phase of our marketing campaign,
including compensation, is $185,000.
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SUMMARY OF ESTIMATED COSTS
- -------------------------------------------- --- -----------
Executive Management $ 198,000
- -------------------------------------------- --- -----------
Engineering Team 218,400
- -------------------------------------------- --- -----------
Capital Expenditures 12,500
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Business Development Consultants 54,000
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Executive Assistant 30,000
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Initiate Marketing Effort 43,000
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Develop Software Algorithms 20,000
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Development of FP Scanner Prototype 200,000
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Marketing Campaign: Phase II 185,000
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- -------------------------------------------- --- -----------
TOTAL $ 960,900
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11
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REVENUES
We cannot determine whether our revenues, if any, will ever be sufficient to
produce a positive cash flow or result in net profits. You should carefully
consider the discussion appearing below under "Liquidity and Capital Resources".
We earned no revenues during Fiscal Year 2003 or in connection with our business
plan of fingerprint encoding and authentication. We do not expect to earn
significant operating revenues in the foreseeable future. Our losses are
expected to continue, principally as a result of our estimated expenditures of
$960,900, as reflected above.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2004, we had limited cash resources of only $8,598. We do not
have any other internal sources of working capital. All required administrative
expenses are currently being paid by our President. We did not receive any
revenues during our Fiscal Year 2003 or in our first quarter of 2004. We do not
anticipate earning revenues until such time that we obtain financing to
implement our Plan of Operations, if ever. Even if we complete our Plan of
Operations, there are no assurances that we will successfully develop a
marketable product.
During Fiscal Year 2003 and our first quarter of 2004, our operating expenses
have exceeded our revenues, which has been $0. We have insufficient working
capital to fund our planned growth and ongoing operating expenses. As a result,
we expect to continue to experience significant negative operating cash flow for
the foreseeable future. Our existing working capital will not be sufficient to
fund the continued implementation of our Plan of Operations during the next 12
months and to meet our general operating expenses. If we do not have sufficient
working capital to implement our Plan of Operations, we may have to cease
operations.
We have no alternative Plan of Operations. In the event that we do not receive
financing, if our financing is inadequate or if we do not adequately implement
an alternative Plan of Operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions:
o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash
to pay such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets;
o File a Certificate of Dissolution with the State of Florida dissolve
our corporation and close our business; and
o Make the appropriate filings with the Securities and Exchange
Commission so that we will no longer be required to file periodic
and other required reports with the Securities and Exchange
Commission, if, in fact, we are a reporting company at that time
Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.
If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.
12
We do not know and cannot determine which, if any, of these actions we will be
forced to take.
If any of these foregoing events occur, you could lose your entire investment in
our shares.
There is substantial doubt about our ability to continue as a going concern as
we have suffered recurring losses from operations and have no established source
of revenue. Accordingly, our independent auditors included an explanatory
paragraph in their report on our December 31, 2003 financial statements
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
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ITEM 3 CONTROLS AND PROCEDURES
We have evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of March 31, 2004. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer have each concluded that our disclosure
controls and procedures are effective to ensure that we record, process,
summarize, and report information required to be disclosed by us in our
quarterly reports filed under the Securities Exchange Act within the time
periods specified by the Securities and Exchange Commission's rules and forms.
During the quarterly period covered by this report, there have not been any
changes in our internal controls over financial reporting that have materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
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PART II OTHER INFORMATION
ITEM 2 CHANGES IN SECURITIES
The following unregistered securities were issued by the Company during the
three months ended March 31, 2004:
Date of Description of Number of Purchase Price
Issuance Securities Issued Shares Issued
2/20/04 Common Shares 60,000 $30,000
3/10/04 Common Shares 40,000 $20,000
The issuance of these securities is claimed to be exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, as
transactions by an issuer not involving a public offering.
13
ITEM 6 EXHIBITS AND REPORTS ON FORM 80K
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
3.1 Articles of Incorporation (1)
3.2 By-Laws (2)
10.1 Agreement with Lam Ko Chau
10.2 Agreement with Chris LeClerc
10.3 Agreement with Manoj Hippola
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a), promulgated under C the Securities Exchange Act of
1934, as amended.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a), promulgated under C the Securities Exchange Act of
1934, as amended.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to C Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to C Section 906 of the Sarbanes-Oxley Act of
2002.
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(1) Denotes previously filed exhibits: filed on January 7, 2000 with 3045
Corporation's Form SB-2 registration statement, file # 333-94265.
(2) Denotes previously filed exhibits: filed on May 30, 2003 with Liska
Biometry, Inc.'s Form 10-KSB for the period ended December 31, 2001.
We hereby incorporate the following additional documents by reference: (a) our
Form 10-KSB for the year ended December 31, 2003 which was filed on April 7,
2004, December 31, 2002 which was filed on July 28, 2003, for the year ended
December 31, 2001 which was filed on May 30, 2003; and for the year ended
November 30, 2000 which was filed on January 3, 2001; (b) our Registration
Statement on Form SB-2 and all amendments thereto which was filed on January 7,
2000 and amended on February 8, 2000, March 1, 2000, March 14, 2000, April 3,
2000, and April 4, 2000; (c) our Forms 10-QSB for the periods ended September
30, 2003 which was filed on November 14, 2003, June 30, 2003 which was filed on
August 15, 2003; March 31, 2003 which was filed on August 15, 2003; September
30, 2002 which was filed on July 28, 2003; June 30, 2002 which was filed on May
30, 2003; March 31, 2002 which was filed on May 30, 2002; June 30, 2001 which
was filed on April 4, 2002; September 30, 2001 which was filed on April 4, 2002;
March 31, 2001 which was filed on May 21, 2001; August 31, 2000 which was filed
on September 15, 2000; May 31, 2000 which was filed on June 20, 2000; and
February 29, 2000 which was filed on April 14, 2000.
(b) Reports on Form 8-K
On April 27, 2004 we issued a press release announcing the approval
of our application to re-list our common stock on the OTC Bulletin
Board under Form 8-K Item 5.
On April 27, 2004 we issued a press release announcing the
appointment of Lam Ko Chau as our CEO, Chris LeClerc as our COO and
Manoj Hippola as our CFO under Form 8-K Item 5.
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14
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LISKA BIOMETRY, INC.
Dated: May 13, 2004
By: /s/ Lam Ko Chau
- --------------------------------
Lam Ko Chau
President and CEO
(Principal Executive Officer)
By: /s/ Manoj Hippola
- --------------------------------
Manoj Hippola
Chief Financial Officer
(Principal Accounting Officer)
15