U.S. 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 quarterly period ended: September 30, 2002
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________to____________________
Commission File Number: 0-14026
TRAVLANG, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3174562
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(State or other jurisdiction or (I.R.S.Employer
incorporation or organization) Identification No)
16 Bazel ST., PETACH TIKVA, ISRAEL 49170
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(Address of principal executive offices) (Zip Code)
011-972-392-1-0548
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period) that the issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days.
YES X NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
YES NO
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APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the Registrant's Common Stock, $0.01 par
value, as of the close of business on November 19, 2002 was 44,696,627.
INDEX
TRAVLANG INC.
DEVELOPMENT STAGE ENTERPRISE
CONSOLIDATED FINANCIAL INFORMATION
NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2002 AND 2001
UNAUDITED
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS. Page
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Consolidated Balance Sheet 1
Consolidated Statement of Deficit Accumulated During Development Stage 2
Consolidated Statement of Earnings 3
Consolidated Statement of Changes in Shareholders' Equity 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. CONTROLS AND PROCEDURES 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Balance Sheet
September 30, 2002
Unaudited
Audited
SEPT 30, Sept 30, Dec 31,
2002 2001 2001
In thousands of dollars
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ASSETS
CURRENT
Cash and cash equivalents $ 3 $ 91 $ 102
Other receivables and prepaid expenses 65 64 41
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68 155 143
CAPITAL ASSETS 137 230 206
GOODWILL 625 - -
----------------------------
$ 830 $ 385 $ 349
============================
LIABILITIES
CURRENT
Short term bank credits $ 117 $ 50 $ -
Convertible loan 1,715 1,500 1,585
Accounts payable 184 75 156
Other current liabilities 1,295 1,176 1,152
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3,311 2,801 2,893
SEVERANCE PAY 75 79 71
CONVERTIBLE LOAN 250 - -
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3,636 2,880 2,964
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SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK 12 12 12
PAID IN CAPITAL 2,450 1,621 1,817
DEFERRED COMPENSATION (20) (80) (59)
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (5,248) (4,048) (4,385)
----------------------------
(2,806) (2,495) (2,615)
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$ 830 $ 385 $ 349
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1
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Deficit Accumulated During Development Stage
Nine Month Period Ended September 30, 2002
Unaudited
Audited
SEPT 30, Sept 30, Dec 31,
2002 2001 2001
In thousands of dollars
-----------------------------
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
- BEGINNING OF PERIOD $(4,385) $(1,554) $(1,554)
Net loss (863) (2,494) (2,831)
-----------------------------
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
- END OF PERIOD $(5,248) $(4,048) $(4,385)
=============================
2
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Earnings
Nine Month Period Ended September 30, 2002
Unaudited
Audited
Year ended
SEPT 30, Sept 30, Dec 31,
2002 2001 2001
In thousands of dollars
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EXPENSES
Research and development $ 234 $ 1,304 $ 1,374
Marketing 96 452 547
General and administrative 493 735 826
Financial expense 134 10 90
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957 2,501 2,837
FINANCIAL INCOME (94) (7) (6)
----------------------------
NET LOSS $ (863) $(2,494) $(2,831)
============================
Basic and diluted net loss per share (0.06) (0.20) (0.23)
3
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Changes in Shareholders' Deficiency
Nine Month Period Ended September 30, 2002
Unaudited
Additional Total
Paid-in Deferred Accumulated Shareholders'
Common Shares Preferred Shares Capital Compensation Deficit Equity
-------------------------------------------------------------------------------------------
Number of Share Number of Share
Shares Capital Shares Capital
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FOR THE YEAR ENDED DECEMBER 31, 2001:
(AUDITED)
Balance as at January 1, 2001 10,000,000 10 1,512,513 2 1,611 (50) (1,554) 19
Common shares issued 475,338 - - - 163 - - 163
Preferred shares issued - - 907,678 - - - - -
Deferred compensation - - - - 58 (58) - -
Amortization of deferred compensation - - - - (15) 49 - 34
Net loss for the period - - - - - - (2,831) (2,831)
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Balance at December 31, 2001 10,475,338 10 2,420,191 2 1,817 (59) (4,385) (2,615)
===========================================================================================
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2002
Balance at January 1, 2002 10,475,338 10 2,420,191 2 1,817 (59) (4,385) (2,615)
Common shares issued 40,891 - - - 633 - - 633
Conversion of preferred shares to
common shares 2,420,191 2 (2,420,191) (2) - - - -
Amortization of deferred compensation - - - - - 39 - 39
Net loss for the period - - - - - - (863) (863)
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Balance as at September 30, 2002 12,936,420 12 - - 2,450 (20) (5,248) (2,806)
===========================================================================================
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2001
Balance at January 1, 2001 10,000,000 10 1,512,513 2 1,611 (50) (1,554) 19
Deferred compensation - - - - 54 (54) - -
Amortization of deferred compensation - - - - - 24 - 24
Preferred shares issued - - 907,678 - (44) - - (44)
Net loss for the period - - - - - - (2,494) (2,494)
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Balance as at September 30, 2001 10,000,000 10 2,420,191 2 1,621 (80) (4,048) (2,495)
===========================================================================================
4
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Cash Flows
Nine Month Period Ended September 30, 2002
Unaudited
Audited
Year ended
SEPT 30, Sept 30, Dec 31,
2002 2001 2001
In thousands of dollars
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(863) $(2,494) $(2,831)
Adjustments for non-cash working capital:
Amortization 70 89 115
Amortization of deferred compensation 39 (30) 49
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(754) (2,435) (2,667)
Changes in non-cash working capital
Other receivables and prepaid expenses (24) 21 44
Accounts payable (22) (167) (86)
Other current liabilities 143 580 560
Provision for severance pay 4 61 49
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(653) (1,940) (2,100)
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CASH FLOWS FROM INVESTING ACTIVITIES
Additions of capital assets (1) (29) (31)
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CASH FLOWS FROM FINANCING ACTIVITIES
Short term bank credits 117 50 -
Convertible long term loan received 250 - -
Issuance of shares 58 10 148
Convertible loan received 130 1,500 1,585
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555 1,560 1,733
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NET DECREASE IN CASH (99) (409) (398)
CASH - BEGINNING OF PERIOD 102 500 500
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CASH - END OF PERIOD $ 3 $ 91 $ 102
===========================
5
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Cash Flows
Nine Month Period Ended September 30, 2002
Unaudited
1. GOING CONCERN ASSUMPTION
The financial statements have been prepared on a going concern basis, which
contemplates the satisfaction of the liabilities in the normal course of
business. As shown in the financial statements, the Company has incurred
net losses and negative cash flows from operations since its inception.
Working capital deficiency as at September 30, 2002 and losses for the
period then ended, amounting to approximately $3,243,000 and $863,000,
respectively. The Company requires additional funding to cover working
capital requirements and debt repayments. To address these funding
requirements, the Company is attempting to raise capital through private
share placings. There is uncertainty associated with the ability of the
Company to raise funds as described above. The Company faces a number of
business risks, including uncertainties regarding demand and market
acceptance of the Company's product, the effect of technological changes,
competition, dependence on proprietary technology and the continued
development of the products. Accordingly, these consolidated financial
statements have been prepared using generally accepted accounting
principles applicable to a going concern. If the going concern assumption
were not appropriate, adjustments would be necessary to the carrying values
of assets and liabilities, the expenses, and the balance sheet
classifications used, and such adjustments could be material.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Sec2Wireless Inc. a development stage enterprise was incorporated on
January 27, 2000 and operates in the United States and in Israel through
its wholly owned subsidiary, Sec2Wireless Israel Ltd.
The principle business activities of the Company are research and
development in the field of Wireless Security Technologies of software
products and initiating commercial relations with potential customers. The
Company has not yet commenced its production and sales activities.
The Company is a development stage enterprise. Most of the Company's
activities are research and development, developing markets and starting up
production. Accordingly, the financial statements of the Company are
prepared in conformity with the reporting standards set by FAS No. 7
"Accounting and Reporting by Development Stage Enterprises".
6
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Cash Flows
Nine Month Period Ended September 30, 2002
Unaudited
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
Interim Financial Information
The accompanying unaudited consolidated financial statements have been
prepared by the Company, in accordance with generally accepted accounting
principles pursuant to Regulation S-B of the Securities and Exchanges
Commission. Certain information and footnote disclosures normally included
in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. Accordingly,
these interim financial statements should be read in conjunction with the
Company's financial statements and related notes as contained in Form
10-KSB for the year ended December 31, 2001. In the opinion of management,
the interim financial statements reflect all adjustments, including normal
recurring adjustments, necessary for fair presentation of the interim
periods presented. The results of operations for the nine months ended
September 30, 2002 are not necessarily indicative of results of operations
to be expected for the full year.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Sec2Wireless Israel Ltd., after
elimination of all intercompany transactions and balances.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly-liquid investments with
original maturities of 90 days or less.
Capital Assets and Amortization
Capital assets are stated at cost. Amortization, based on the estimated
useful lives of the assets, is provided using the undernoted annual rates
and methods:
Computer equipment and software 33% Straight-line
Electronic equipment 15% Straight-line
Office furniture 6% Straight-line
Leasehold improvements Lease term Straight-line
Additions during the year are amortized at the normal rate prorated to
reflect the period of use during the year.
Research and Development
The Company expenses research and development costs as incurred.
7
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Cash Flows
Nine Month Period Ended September 30, 2002
Unaudited
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
Stock-based Compensation
The Financial Accounting Standards Board ("FASB") issued Statements of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", in October 1995. This accounting standard
permits the use of either a fair value based method of accounting or the
method prescribed in Accounting Principles Board Opinion 25 ("APB 25"),
"Accounting for Stock Issued to Employees" to account for stock-based
compensation arrangements. In accordance with APB 25, deferred compensation
is recorded if there is a difference between the exercise price and the
fair market value of the ordinary share on the date of the grant. Companies
that elect to employ the method prescribed by APB 25 are required to
disclose the pro forma net loss that would have resulted from the use of
the fair value based method. The Company has elected to account for its
share-based compensation arrangements under the provisions of APB 25.
Options granted to non-employees are recognized at their fair market value
at date of grant in accordance with SFAS No. 123.
Foreign Currency Translation
Monetary assets and liabilities denominated in currencies other than US
dollars are translated at rates in effect at the balance sheet dates. The
resulting translation gains and losses are included in the consolidated
statement of operations.
The Company's Israeli subsidiary is classified as integrated for accounting
purposes. Monetary assets and liabilities of the subsidiary are translated
into US dollars at exchange rates in effect at the balance sheet dates.
Non-monetary items in foreign currency are translated at historical rates
of exchange. Revenues and expenses are translated at the average rate of
exchange for the period, except for amortization and depreciation, which
are translated at historic rates. Translation gains and losses arising are
included in the consolidated statement of operations.
Earnings Per Share
Basic and diluted earnings per share are computed pursuant to SFAS No. 128.
Basic earnings per share are computed by dividing net earnings by the
weighted average shares outstanding during the reporting period. Diluted
earnings per share are computed similar to basic earnings per share except
that the weighed average shares outstanding are increased to include
additional shares from the assumed exercise of stock options, if dilutive.
The number of additional shares is calculated by assuming that outstanding
stock options were exercised and that the proceeds from such exercises were
used to acquire shares of common stock at the option price during the
reporting period.
8
TRAVLANG, INC.
DEVELOPMENT STAGE ENTERPRISE
Consolidated Statement of Cash Flows
Nine Month Period Ended September 30, 2002
Unaudited
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
Use of Estimates
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. The most significant estimates for the Company
include: the fair values of identifiable assets acquired in business
combinations; provisions for the credit risk exposure in amounts of capital
assets, goodwill and product development costs; and valuation allowances
against future income tax assets. Actual results could differ from those
estimates.
3. ORGANIZATION
On March 12, 2002, all outstanding Preferred shares of the Company were
converted to Common shares at a 1:1 ratio.
On March 12, 2002 the Company completed its merger with Travlang Inc.
("Travlang"). Travlang issued 80,380 class B convertible preferred shares
(each share is convertible into 1,000 common shares) in exchange for all
the 12,936,420 outstanding common shares of Sec2Wireless
Inc.("Sec2Wireless").
As a result of this transaction, the former shareholders of Sec2Wireless
received approximately 80% ownership of Travlang. The transaction was
accounted as a reverse takeover in which the Company is the acquirer parent
and Travlang is the acquiree subsidiary. As a result the Company recognized
goodwill of $625,000 representing the fair value of the common shares of
Travlang (the accounting subsidiary) immediately prior to the transaction
in excess of the net assets of the Company. In calculating goodwill, the
25,000,000 outstanding Travlang common shares prior to the transaction were
valued at $0.025 per share and there were no net assets of Travlang which
resulted in goodwill of $625,000.
On March 12, 2002, all outstanding Preferred shares of the Company were
converted to Common shares at a 1:1 ratio.
In April 2002 the Company entered into a convertible loan agreement with a
private lender. The lender advanced an amount of $250,000. The loan bears
interest of 7% per annum, compounded semi-annually. The lender has the sole
right to extend the repayment date.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General.
The following discussion relates to the results of our operations as of
September 30, 2002 and our financial condition. This document contains forward
looking statements relating to our future economic performance, plans and
objectives of management for future operations, projections of revenue mix and
other financial items that are based on the beliefs of, as well as assumptions
made by and information currently known to, our management. The words "expects,
intends, believes, anticipates, may, could, should" and similar expressions and
variations thereof are intended to identify forward-looking statements. The
cautionary statements set forth in this section are intended to emphasize that
actual results may differ materially from those contained in any forward-looking
statement.
Going Concern.
The accompanying consolidated financial statements and financial
information were prepared assuming that we will continue as a going concern and
that our loss from operations, shareholders' deficiency and working capital
deficiency raise substantial doubt about our ability to continue as a going
concern. As shown in the financial statements, we have incurred net losses and
negative cash flows from operations since inception. Working capital deficiency
as of September 30, 2002, and losses for the period then ended, amounted to
approximately $3,243,000 and $863,000, respectively. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. Additionally, our liquidity needs could exceed the amount of our
future ability to obtain equity financing. See "Liquidity and Capital
Resources."
Overview.
We are a development stage enterprise, which operates in the United States
and in Israel, through our wholly owned subsidiary, Sec2Wireless Israel Ltd. Our
principal business activities are research and development in the field of
wireless security technologies for software products and initiating commercial
relations with potential customers for such products. We have just recently
commenced licensing and sales activities. No underscore During the quarter ended
June 30, 2002, the Research Committee of Israel's Office of the Chief Scientist
approved a $300,000 grant to us for the development of a major communications
security product. During the quarter ended September 30, 2002, we successfully
completed our first major sale and installation of our technology to a leading
Israeli financial institution for a price of $70,000.
Result of Operations.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001. The discussion and analysis set forth below is for the nine
months ended September 30, 2002 and September 30, 2001. It should be read in
conjunction with our Financial Statements and the related notes thereto
appearing in this quarterly report. As of September 30, 2002, we have not
generated any meaningful revenues and will not generate any meaningful revenues,
until we fully develop our products and expand our marketing offerings. Since
inception we incurred a net loss of $5,248,000. We are subject to all of the
risks, expenses, delays,
10
problems and difficulties frequently encountered in the establishment of a
development stage enterprise.
Research and Development Expenses.
Research and development expenses for the nine months ended September 30,
2002 were $234,000, compared to $1,304,000 for the nine months ended September
30, 2001. The decrease in research and development expenses is due substantially
to the reduction of non-essential employees in the research and development
department in order to reduce the rate in which available funds are being used.
Marketing Expenses.
Marketing expenses were $96,000 for the nine months ended September 30,
2002 compared to $452,000 for the nine months ended September 30, 2001. We
decreased our marketing costs in order to reduce the rate in which available
funds are being used and are focusing only on essential marketing plans.
General and Administrative Expenses.
General and administrative expenses for the six months ended September 30,
2002 were $493,000 compared to $735,000 for the nine months ended September 30,
2001. The decrease in general and administrative expenses is attributable to a
reduction in administrative staff and corresponding employee overhead. In
addition, we reduced all discretionary expenditures. Financial expense for the
nine months ended September 30, 2002 was $134,000 compared to $10,000 for the
nine months ended September 30, 2001. This increase was due to the substantial
increase in borrowing incurred to finance operating costs.
Liquidity and Capital Resources.
We limited expenditures in many areas, including research and development
and discretionary expenditures, in order to focus our available resources in
what we believe is the most productive manner. However, there can be no
assurance that we will have sufficient funds to carry out these plans or to
remain in business. Although we have sufficient resources to carry out our
business plan for the remainder of this fiscal year, there can be no assurance
that we will be successful in meeting our long-term liquidity requirements. We
require substantial additional funding to cover working capital requirements,
debt repayments and to execute our business plan. To address these funding
requirements, we are negotiating for additional financing although we have no
current arrangement with respect to, or sources of, additional financing, and
there can be no assurance that any such additional financing will be available
to us on commercially reasonable terms, or at all. Any inability to obtain
additional financing will have a material adverse effect on us. If we raise
additional capital through the sale of equity, including preferred stock or
convertible debt securities, the percentage ownership of our then existing
stockholders will be diluted. During the quarter ended June 30, 2002, we raised
$290,000 through private investment.
11
Net Loss
As a result of the foregoing, our net loss for the nine months ended
September 30, 2002 was $863,000 compared to a net loss of $2,494,000 for the
nine months ended September 30, 2001.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports field under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Within the 90 days prior to the filing of this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
(b) Changes in Internal Controls:
There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: 99: Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K: There were no reports on Form 8-K filed
during the quarter ended September 30, 2002
13
SIGNATURE
Pursuant to the requirements 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.
Travlang, Inc.
Dated: December 3, 2002 By: /s/ Lucien Geldzahler
-----------------------
Lucien Geldzahler
President
14
CERTIFICATIONS
I, Lucien Geldzahler, certify that:
1) I have reviewed this quarterly report on Form 10-QSB of Travlang, 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
are made, not misleading with respect to the period covered by this quarterly
report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
15
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
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 3, 2002 By: /s/ Lucien Geldzahler
-----------------------
Chief Financial Officer
16
I, Shmuel Weiss, certify that:
7) I have reviewed this quarterly report on Form 10-QSB of Travlang, Inc.;
8) 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
are made, not misleading with respect to the period covered by this quarterly
report;
9) 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;
10) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
11) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
17
12) 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 3, 2002 By: /s/ Shmuel Weiss
------------------
Chief Executive Officer
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Shmuel Weiss and Lucien Geldzahler, hereby jointly certify
as follows:
(a) They are the Chief Executive Officer and the Chief Financial Officer,
respectively, of Travlang, Inc. (the "Company");
(b) To the best of their knowledge, the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002 (the "Report") complies in all
material respects with the requirements of Section 13(a) of the Securities
Exchange Act of 1934, as amended; and
(c) To the best of their knowledge, based upon a review of the Report, the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company for the period
certified.
Dated: December 3, 2002 By: /s/ Shmuel Weiss
----------------
Shmuel Weiss
(Chief Executive Officer)
By: /s/ Lucien Geldzahler
-----------------------
Lucien Geldzahler
(Chief Financial Officer)
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