UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended: October 31, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1939
For the transition period from __________ to ______________
Commission File Number: 000-30071
KIK TECHNOLOGY INTERNATIONAL, INC.
---------------------------------------------
(Exact name of registrant as specified in its charter)
California 91-2021602
- -------------------------------- ---------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
590 Airport Road
Oceanside, CA 92054
- --------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (760) 967-2777
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None None
- ------------------------- ------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
--------------------------
(Title of class)
Indicate by check mark whether the registrant (1) 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 (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[_]
Number of shares outstanding of the registrant's class of common stock as of
December 10, 2002: 24,040,287.
Copy of Communications to:
Mintmire & Associates
Donald F. Mintmire, Esq.
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Transitional Small Business Disclosure Format (check one): Yes [X] No [_]
INDEX
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page
Condensed consolidated balance sheet at October 31, 2002...............3
Condensed consolidated statements of operations for
the three-month and nine-month periods ended
October 31, 2002 and October 31, 2001..................................4
Condensed consolidated statements of cash flows for
the nine-month periods ended October 31, 2002 and October 31, 2001.....5
Notes to the condensed consolidated financial statements...............6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS...........................8
ITEM 3. CONTROLS AND PROCEDURES.......................................10
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.............................................11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.....................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........11
ITEM 5. OTHER INFORMATION.............................................11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................11
SIGNATURES....................................................................12
CERTIFICATIONS................................................................13
SAFE HARBOR STATEMENT
This quarterly report on Form 10-QSB includes forward-looking statements. All
statements, other than statements of historical fact made in this Quarterly
Report on Form 10-QSB are forward-looking. In particular, the statements herein
regarding industry prospects and future results of operation or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations based on assumptions believed to be reasonable
and are inherently uncertain as they are subject to various known and unknown
risks, uncertainties and contingencies, many of which are beyond the control of
KIK Technology International, Inc. The Company's actual results may differ
significantly from management's expectations.
In some cases, you can identify forward-looking statements by terminology such
as "may", "will", "should," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance, or achievements. We do not assume responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this quarterly
report to conform them to actual results.
The following financial information and discussion and analysis should be read
in conjunction with the Company's Annual Report on Form 10-KSB for the year
ended January 31, 2002.
The discussion of results, causes and trends should not be construed to imply
that such results, causes or trends will necessarily continue in the future.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
OCTOBER 31, 2002
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 74,870
Accounts receivable, net of allowance for doubtful
accounts of $62,000 476,237
Inventories 430,576
Deposits 9,766
---------------
Total current assets 991,449
---------------
Note receivable, related party 53,400
Deferred financing costs 11,830
Property and equipment, net 139,858
---------------
Total assets $ 1,196,537
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 504,886
Accrued expenses 47,396
Current portion of capital lease obligation 3,657
Amount due to a shareholder 16,000
---------------
Total current liabilities 571,939
---------------
Capital lease obligation, net of current portion 15,432
Notes payable 68,751
---------------
Total liabilities 656,122
---------------
Shareholders' equity:
Common stock, $0.001 par value,
100,000,000 shares authorized;
24,040,287 shares issued and outstanding 24,040
Additional paid-in capital 5,064,747
Accumulated deficit (4,548,372)
---------------
Total shareholders' equity 540,415
---------------
Total liabilities and shareholders' equity $ 1,196,537
===============
See accompanying notes to condensed consolidated financial statements.
3
KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months ended
October 31, October 31,
---------------------------- ---------------------------
2002 2001 2002 2001
--------------- ------------ --------------- -------------
Net sales $ 862,039 $ 662,187 $ 2,490,800 $ 1,929,011
Cost of sales 729,929 598,136 2,069,100 1,656,132
--------------- ------------- --------------- -------------
Gross profit 132,110 64,051 421,700 272,879
General and administrative expenses 158,333 130,241 465,175 348,900
--------------- ------------- --------------- -------------
Loss from operations (26,223) (66,190) (43,475) (76,021)
Interest and other income 5,490 - 7,779 3,064
--------------- ------------- --------------- -------------
Net loss $ (20,733) $ (66,190) $ (35,696) $ (72,957)
=============== ============= =============== =============
Basic and diluted loss per common share $ * $ * $ * $ *
=============== ============= =============== =============
Weighted average number of common shares outstanding 24,028,950 22,700,000 24,004,305 22,700,000
=============== ============= =============== =============
* Less than $0.01 per share
See accompanying notes to condensed consolidated financial statements.
4
KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
October 31,
-----------------------------
2002 2001
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities $ 156,638 $ (46,688)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (11,474) (22,159)
-------------- --------------
Net cash used in investing activities (11,474) (22,159)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit 57,981
Payments under line of credit (99,981)
Payment under capital lease obligation (1,992)
Advance from shareholder 16,000
-------------- --------------
Net cash provided by (used in) financing activities (85,973) 57,981
-------------- --------------
Net increase (decrease) in cash and cash equivalents 59,191 (10,866)
Cash and cash equivalents, beginning of period 15,679 141,331
-------------- --------------
Cash and cash equivalents, end of period $ 74,870 $ 130,465
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 1,172 $ 3,615
============== ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Capital lease obligation incurred for new equipment $ 21,081
==============
See accompanying notes to condensed consolidated financial statements.
5
KIK TECHNOLOGY INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial statements
of KIK Technology International, Inc. and Subsidiary (the "Company") include the
accounts of KIK Technology International, Inc. and its wholly-owned subsidiary,
KIK Technology, Inc. Both Companies are incorporated in California. All
significant intercompany accounts and transactions have been eliminated on
consolidation.
The unaudited condensed consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all information and note disclosures required by accounting principles
generally accepted in the United States of America for complete financial
statements.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
financial position, operating results and cash flows for the interim periods
presented have been made. It is the Company's opinion that, when the interim
financial statements are read in conjunction with the January 31, 2002 Annual
Report on Form 10-KSB, the Company's disclosures are adequate to make the
information presented not misleading. The results of operations for the interim
periods presented are not necessarily indicative of the results to be expected
for the entire year.
2. RISK CONSIDERATIONS
The Company is subject to risks and uncertainties common to manufacturing
companies, including technological change, dependence on principal products, new
product introductions and other activities of competitors, and dependence on key
personnel.
The Company is also exposed to credit risk with respect to uncertainties as to
timing and amount of collectibility of accounts receivable.
The Company's ability to continue operations in the normal course of business is
dependent on raising additional capital to meet its present and future
commitments, and in the long-term, the Company's ability to maintain a
profitable level of operations.
3. INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined
principally on the average cost method. Inventories consist of raw materials of
$230,971 and finished goods of $199,605 at October 31, 2002.
4. DEFERRED FINANCING COSTS
Deferred financing costs represent fees paid to investment bankers and attorneys
in connection with debt agreements entered into by the Company. These fees are
being amortized over the two-year term of the related debt. Amortization related
to these fees was $2,730 and $8,190 for the three-month and nine-month periods
ended October 31, 2002, respectively.
5. ADVANCE FROM SHAREHOLDER
In March 2002, the Company's majority shareholder advanced $16,000 to the
Company to finance the Company's working capital requirements. The advance is
unsecured, bears no interest and is due on demand.
6. COMMITMENTS AND CONTINGENCIES
The Company entered into a capital lease agreement in April 2002 to finance the
acquisition of $21,081 of equipment. The lease has an imputed interest rate of
approximately 8.75% and is collateralized by the leased equipment. Monthly
payments under the lease are $433, and the lease expires in March 2007.
6
7. SIGNIFICANT CONCENTRATIONS
The Company grants credit, generally without collateral, to its customers. The
Company has one customer, that is also a supplier, which accounted for
approximately 66% and 67% of sales for the three-month and nine-month periods
ended October 31, 2002, respectively; approximately 65% of sales for each of the
three-month and nine-month periods ended October 31, 2001, respectively;
approximately 90% and 93% of raw material purchases for the three-month and
nine-month periods ended October 31, 2002, respectively; and approximately 93%
and 92% of raw material purchases for the three-month and nine-month periods
ended October 31, 2001, respectively. This same customer accounted for
approximately 55% of the Company's accounts receivable and approximately 61% of
the Company's accounts payable as of October 31, 2002.
8. DEBT
In April 2002, the Company paid $99,981 that was outstanding under a line of
credit.
Pursuant to a note agreement dated December 26, 2001, a note holder elected in
each of the first three quarters of 2002 to receive quarterly interest in shares
of restricted common stock in lieu of cash payment. Under the terms of the note
agreement, the number of shares to be issued was calculated at 50% of the daily
average of the market price of the common stock for the 30-calendar days
preceding the interest due date. As a result of this election, the note holder
was issued 7,505 shares of restricted common stock in June 2002 and 8,692 shares
of restricted common stock in September 2002. At October 31, 2002, accrued
interest payable to this note holder was $630. The Company expects to issue
15,559 shares of restricted common stock to this note holder in lieu of cash
payment during the fourth quarter of 2002.
Pursuant to a note agreement dated November 12, 2001, a note holder elected in
each of the first three quarters of 2002 to receive quarterly interest in shares
of restricted common stock in lieu of cash payment. Under the terms of the note
agreement, the number of shares to be issued was calculated at 50% of the daily
average of the market price of the common stock for the 30-calendar days
preceding the interest due date. As a result of this election, the note holder
was issued 21,707 shares of restricted common stock in June 2002 and 17,383
shares of restricted common stock in September 2002. At October 31, 2002,
accrued interest payable to this note holder was $1,260. The Company expects to
issue 31,118 shares of restricted common stock to this note holder in lieu of
cash payment during the fourth quarter of 2002.
The Company recognized interest expense related to the line of credit and notes
payable of $3,365 and $12,324 for the three-month and nine-month periods ended
October 31, 2002, respectively. The Company recognized interest expense related
to the line of credit of $1,560 and $4,086 for the three-month and nine-month
periods ended October 31, 2001, respectively.
9. PRIVATE PLACEMENTS
Pursuant to the terms of a private placement agreement, the Company was
attempting to raise $600,000 through the placement of two-year senior notes
bearing interest at 10%. During the year ended January 31, 2002, $75,000 was
raised under this private placement. No additional funds were raised subsequent
to January 31, 2002, and the Company canceled this private placement agreement
during the quarter ended October 31, 2002.
The Company is contemplating a new private placement agreement prior to January
31, 2003, whereby the Company will attempt to raise $600,000 through the
placement of four-year convertible bonds bearing interest at 11%.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY
SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-QSB.
OVERVIEW
KIK Technology International, Inc. and subsidiary (the "Company") manufactures
and markets directly and through distributors urethane products, primarily
puncture-proof micro-cellular polyurethane tires designed for a wide variety of
consumer products and off-highway applications. Principal industries served
include lawn and garden, health and wellness, industrial, and sports and
recreation. The Company's products are sold primarily in the United States.
The accompanying consolidated financial statements include the accounts of KIK
Technology International, Inc. and its wholly-owned subsidiary, KIK Technology,
Inc. (KTI), a company incorporated in California in June 1988. Prior to
September 4, 2001, KTI was a wholly owned United States subsidiary of KIK Tire
Technologies Inc. (KTTI), a Canadian public company traded on the Canadian
Venture Exchange. On September 4, 2001, the Company, formerly known as
Russian-Imports.com (RIC), a California Corporation, entered into a share
exchange agreement with KTI and KTTI. Pursuant to the agreement, KTTI exchanged
all of its shares of KTI for 16,700,000 shares of RIC's common stock. The
transaction represented a reverse acquisition of RIC by KTI, since KTTI owned
approximately 73.6% of the post-acquisition shares of the consolidated entity
immediately after the completion of the transaction. At the date of the
transaction, RIC was a shell company with no net assets. For accounting
purposes, the acquisition was treated as an acquisition of RIC by KTI and as a
re-capitalization of KTI. The historical shareholders' equity of KTI, prior to
the transaction, was retroactively restated for the equivalent number of shares
exchanged in the transaction after giving effect to any difference in the par
value of RIC and KTI's common stock, with an offset to additional paid-in
capital.
Concurrent with the reverse acquisition, Russian-Imports.com changed its name to
KIK Technology International, Inc.
RESULTS OF OPERATIONS
The following table sets forth certain operating data for KIK Technology
International, Inc. and subsidiary for the periods indicated below:
Three months ended
October 31,
--------------------------------
2002 2001
-------------- ---------------
Net sales $ 862,039 $ 662,187
Cost of sales 729,929 598,136
General and administrative expenses 158,333 130,241
Net loss (20,733) (66,190)
COMPARISON OF THE THREE MONTHS ENDED OCTOBER 31, 2002 TO THE THREE MONTHS ENDED
OCTOBER 31, 2001
The Company posted net sales of approximately $862,000 for the three months
ended October 31, 2002 compared to approximately $662,000 for the three months
ended October 31, 2001, an increase of approximately $200,000 or 30%. This
increase is the result of an improved economy, consumer confidence in flat free
tires and increased customer orders resulting in restocking of inventory levels
to pre-recession levels.
The Company's cost of sales increased by approximately $132,000 to $729,929 for
the three months ended October 31, 2002. This increase relates to the increase
in sales. As a percentage of sales, cost of sales decreased to 85% for the three
months ended October 31, 2002 from 90% for the three months ended October 31,
2001. This percentage decrease resulted from increased sales of particular tire
products that yield higher profit margins. Raw material costs in 2002 were 65%
of sales compared to 63% of sales in 2001. By reformulating its chemical mix and
raw material usage, the Company intends to make efforts to reduce the raw
material cost as a percentage of sales to 60% in future periods.
General and administrative expenses for the three months ended October 31, 2002
were approximately $158,000 compared to approximately $130,000 for the three
months ended October 31, 2001. The increase is primarily due to additional
professional services which are now required since the Company is now public.
8
Nine months ended
October 31,
------------------------------------
2002 2001
--------------- ----------------
Net sales $ 2,490,800 $ 1,929,011
Cost of sales 2,069,100 1,656,132
General and administrative expenses 465,175 348,900
Net loss (35,696) (72,957)
COMPARISON OF THE NINE MONTHS ENDED OCTOBER 31, 2002 TO THE NINE MONTHS ENDED
OCTOBER 31, 2001
The Company posted net sales of approximately $2,491,000 for the nine months
ended October 31, 2002 compared to approximately $1,929,000 for the nine months
ended October 31, 2001, an increase of approximately $562,000 or 29%. This
increase is the result of an improved economy, consumer confidence in flat free
tires and restocking of inventory levels to pre-recession levels.
The Company's cost of sales increased by approximately $413,000 to $2,069,100
for the nine months ended October 31, 2002. This increase relates to the
increase in sales. As a percentage of sales, cost of sales decreased to 83% for
the nine months ended October 31, 2002 from 86% for the nine months ended
October 31, 2001. This percentage decrease resulted from a mix of tire products
that yield higher profit margins. Raw material costs in 2002 were 62% of sales
compared to 58% of sales in 2001. By reformulating its chemical mix and raw
material usage, the Company intends to make efforts to reduce the raw material
cost as a percentage of sales to 60% in future periods.
General and administrative expenses for the nine months ended October 31, 2002
were approximately $465,000 compared to approximately $349,000 for the nine
months ended October 31, 2001. The increase is primarily due to additional
professional services which are now required since the Company is now public.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $74,870 at October 31, 2002.
Business liquidity and capital resources were adequate during the period to fund
all capital and operating expense requirements. Operations were primarily funded
from internally generated funds and working capital advanced by the major
shareholder.
For the nine months ended October 31, 2002, net cash provided by operating
activities was $156,638, which was mainly attributable to restricted cash of
$100,000 being released from restriction. Such cash was subsequently used to pay
the outstanding amount ($99,981) due under a line of credit.
Investing activity included equipment purchases of $11,474 during the nine
months ended October 31, 2002. The Company also entered into a capital lease
agreement in April 2002 to finance the acquisition of equipment.
Net cash used in financing activities of $85,973 during the nine months ended
October 31, 2002 consisted primarily of repayment of $99,981 under a line of
credit. The Company also received an advance from a shareholder of $16,000.
During the quarter ended October 31, 2002, the Company canceled a private
placement agreement, whereby the Company was attempting to raise $600,000
through the placement of two-year senior notes bearing interest at 10%.
The Company believes that sufficient cash will be generated from the following
sources to fund its operations for the next twelve months:
o Pursuant to a contemplated private placement, the Company may attempt to
raise $600,000 through the placement of four-year convertible bonds bearing
interest at 11%.
o The Company will continue its efforts in closely monitoring and collecting
receivables and has established more stringent credit policies for certain
of its customers to facilitate more timely payment of amounts due from
those customers.
o The Company will also attempt to generate cash by increasing its customer
base.
9
ITEM 3. CONTROLS AND PROCEDURES
On December 10, 2002, the Company's management concluded its evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. As of the Evaluation Date, the Company's President and Chief
Executive Officer and its Chief Financial Officer concluded that the Company
maintains disclosure controls and procedures that are effective in providing
reasonable assurance that information required to be disclosed in the Company's
reports under the Securities Act of 1934 (Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its President and Chief Executive Officer and
its Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. The Company's management necessarily applied its judgment
in assessing the costs and benefits of such controls and procedures, which, by
their nature, can provide only reasonable assurance regarding management's
control objectives. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the Evaluation Date.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Pursuant to a note agreement dated December 26, 2001, a note holder elected to
receive quarterly interest in shares of restricted common stock in lieu of cash
payment. Under the terms of the note agreement, the number of shares to be
issued was calculated at 50% of the daily average of the market price of the
common stock for the 30-calendar days preceding the interest due date. As a
result of this election, the note holder was issued 7,505 shares of restricted
common stock in June 2002 and 8,692 shares of restricted common stock in
September 2002.
Pursuant to a note agreement dated November 12, 2001, a note holder elected to
receive quarterly interest in shares of restricted common stock in lieu of cash
payment. Under the terms of the note agreement, the number of shares to be
issued was calculated at 50% of the daily average of the market price of the
common stock for the 30-calendar days preceding the interest due date. As a
result of this election, the note holder was issued 21,707 shares of restricted
common stock in June 2002 and 17,383 shares of restricted common stock in
September 2002.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
In September 2002, A. Rene Dervaes, Jr., one of the members of the Company's
Board of Directors, resigned for personal reasons. He did not do so because of a
disagreement with the registrant on any matter relating to the registrant's
operations, policies or practices, and therefore did not furnish the registrant
with a letter describing any such disagreement requesting that any matter be
disclosed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350
99.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. 1350
(b) Reports on Form 8-k
None
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 13th day of June
2002.
KIK TECHNOLOGY INTERNATIONAL, INC.
Date: December 10, 2002
By: /s/ Donald P. Dean
- -----------------------------------------
Donald P. Dean, Chairman and Secretary
By: /s/ William M. Knooihuizen
- -----------------------------------------
William M. Knooihuizen, President and Director
By: /s/ Kuldip C. Baid
- -----------------------------------------
Kuldip C. Baid, Chief Financial Officer and
Director
12
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William Knooihuizen, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of KIK Technology
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 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 subsidiary, is made known to us 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; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of that date;
5. The registrant's other certifying officers and I have disclosed to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 10, 2002
/s/ William Knooihuizen
--------------------------
William Knooihuizen
Chief Executive Officer
13
CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kuldip C. Baid, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of KIK Technology
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 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 subsidiary, is made known to us 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; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of that date;
5. The registrant's other certifying officers and I have disclosed to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 10, 2002
/s/ Kuldip C. Baid
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Kuldip C. Baid
Chief Financial Officer
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