UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 Or 15(D) Of The Securities Act Of 1934
For the quarterly period ended March 31, 2003
Commission file number: 2 90 519
APPLIED DNA SCIENCES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 59-2262718
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
9255 West Sunset Boulevard, Suite 805, Los Angeles, CA 90069
(Address of principal executive offices)
(310) 860-1362
(Issuer's telephone number)
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 and 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
------------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $0.0001 par value 23,152,662
(Class) (Outstanding as of March 31, 2003)
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I. FINANCIAL INFORMATION ( Unaudited )
Condensed Consolidated Balance Sheets at March 31, 2003 and September 30, 2002
Condensed Consolidated Statements of Losses for the three months ended March 31,
2003 ,Six Months Ended March 31, 2003 and for the period September 16, 2002
(Date of Inception) through March 31, 2003.
Condensed Consolidated Statement of Deficiency in stockholders' equity for the
period September 16, 2002 (date of inception ) through March 31, 2003.
Condensed Consolidated Statements of Cash Flows for Six Months Ended March 31,
2003 and For the period September 16, 2002 (Date of Inception) through March 31,
2003.
Notes to Condensed Consolidated Financial Statements ..
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2003 September 30, 2002
(unaudited)
ASSETS
Current Assets:
Cash and Equivalents $ 25,853 $ -
Other Assets $ 8,180 -
Total Assets $ 34,033 $ -
================ ====================
LIABILITIES AND DEFICIENCY IN
STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses $ 106,103 $ -
Due Related Parties 72,092 10,612
---------------- --------------------
Total Current Liabilities 178,195 10,612
Deficiency in Stockholder's Equity:
Preferred Stock, par value $0.0001 per share;
10,000,000 shares authorized; none issued at March
31, 2003 - -
Common Stock, par value, $.0001 per share;
authorized 100,000,000 shares; 23,152,662 shares
issued and outstanding at March 31, 2003 2,315 1,000
Stock Subscription Receivable (2,600) -
Additional Paid in Capital 464,751 -
Deficiency accumulated during development stage (608,628) (11,612)
---------------- --------------------
Total Deficiency in Stockholder's Equity (144,162) (10,612)
---------------- --------------------
$ 34,033 $ -
================ ====================
The accompanying notes to unaudited condensed consolidated financial statements
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF LOSSES
For the three For the six For the Period September 16
months months 2002 (Date of Inception)
March 31, 2003 March 31, 2003 through March 31, 2003
Revenues $ - $ - $ -
---------------- ------------ ------------
Costs and Expenses:
General and Administrative 432,984 $ 597,016 608,628
---------------- ------------ ------------
Total Operating Expenses 432,984 597,016 608,628
Loss from Operations (432,984) (597,016) (608,628)
Income (taxes) benefit - - -
---------------- ------------ ------------
Net Loss $ (432,984) $ (597,016) $ (608,628)
================ ============ ============
Loss per common share (basic
and assuming dilution) $ (0.02) $ (0.04) $ (0.04)
================ ============ ============
Weighted average common
shares outstanding 18,939,741 14,621,627 14,304,250
The accompanying notes to unaudited condensed consolidated financial statements
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period
For the six months September 16, 2002
Ended (Date of Inception)
March 31, 2003 through March 31,
---------------- 2003
----------
Cash Flows from operating activities:
Net loss $(597,016) $(608,628)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Common stock issued in exchange for services 445,466 446,466
(Decrease) Increase:
Prepaid Expenses and Deposits (2,980) (2,980)
Other Assets (5,200) (5,200)
Increase (Decrease):
Accounts payable and accrued liabilities 106,103 106,103
---------- ----------
Net cash provided by operating activities (53,627)) (64,238)
Cash Flows from investing activities: - -
Cash Flows from financing activities:
Proceeds from Conversion of Common Stock 18,000 18,000
Advances from officers 61,480 72,092
---------- ----------
Net cash provided by financing activities 79,480 90,092
Net increase (decrease) in cash 25,853 25,853
Cash- beginning of period - -
---------- ----------
Cash -end of period $ 25,853 $ 25,853
========== ==========
Supplemental Disclosures:
Interest paid for the period $ - -
Income taxes paid for the period - -
Common shares issued for services 445,446 446,466
The accompanying notes to unaudited condensed consolidated financial statements
APPLIED DNA SCIENCES, INC
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FROM SEPTEMBER 16, 2002 (DATE OF INCEPTION) THROUGH MARCH 31, 2003
(UNAUDITED)
COMMON SHARES
-------------------------------------
Issuance of common stock to
Founders in exchange for services on
September 16, 2002 at $0.01 per share 100,000
Net Loss -
-------------------------------------
BALANCE AT SEPTEMBER 30, 2002 100,000
Issuance of common stock in connection with merger
with Prohealth Medical Technologies , Inc on October 1,
2002 10,178,352
Cancellation of Common stock in connection with merger with Prohealth Medical
Technologies , Inc on October 21, 2002 (100,000)
Issuance of common stock in exchange for services in
October 2002 at $0.65 per share 602,000
Issuance of common stock in exchange for subscription in
November and December 2002 at $0.065 per share 876,000
Net Loss -
-------------------------------------
BALANCE AT DECEMBER 31, 2002 11,656,352
Cancellation of common stock in January 2003
previously issued in exchange for consulting services (836,000)
Issuance of common stock in exchange for licensing
services valued at $0.065 per share in January 2003 1,500,000
Issuance of common stock in exchange for consulting
services valued at $0.065 per share in January 2003 586,250
Issuance of common stock in exchange for consulting
services at $0.065 per share in February 2003 9,000
Issuance of common stock to founders 1in exchange for
services valued at $0.0001 per share in March 2003 10,140,000
Issuance of common stock in exchange for consulting
services valued at $2.50 per share in March 2003 91,060
Issuance of common stock in exchange for consulting
services valued at $0.065 per share in March 2003 6,000
Net Loss -
-------------------------------------
BALANCE AT MARCH 31, 2003 23,152,662
=====================================
DEFICIT
ACCUMULATED
ADDITIONAL PAID STOCK DURING
COMMON STOCK IN CAPITAL SUBSCRIPTION DEVELOPMENT
AMOUNT AMOUNT RECEIVABLE STAGE TOTAL
------------ --------- ------------ ---------- ----------
September 16, 2002 at $0.01 per share $ 10 $ 990 $ - $ - $ 1,000
Net Loss - - - (11,612) (11,612)
------------ --------- ------------ ---------- ----------
BALANCE AT SEPTEMBER 30, 2002 10 990 - (11,612) (10,612)
Issuance of common stock in connection with
merger with Prohealth Medical
Technologies , Inc on October 1,
1,000 - - - 1,000
Cancellation of Common stock in connection
with merger with Prohealth Medical
Technologies , Inc on October 21,
- (1,000) - - (1,000)
Issuance of common stock in exchange for services in
October 2002 at $0.65 per share 60 39,070 - - 39,130
Issuance of common stock in exchange for subscription in
November and December 2002 at $0.065 per share 88 56,852 (56,940) - 0
Net Loss - - - (147,191) (147,191)
------------ --------- ------------ ---------- ----------
BALANCE AT DECEMBER 31, 2002 1,158 95,912 (56,940) (158,803) (118,673)
Cancellation of common stock in January 2003
previously issued in exchange for consulting services (76) (54,264) 54,340 - -
Issuance of common stock in exchange for licensing
services valued at $0.065 per share in January 2003 150 97,350 - 97,500
Issuance of common stock in exchange for consulting
services valued at $0.065 per share in January 2003 58 76,155 - 76,213
Issuance of common stock in exchange for consulting
services at $0.065 per share in February 2003 1 584 - 585
Issuance of common stock to founders 1in exchange for
services valued at $0.0001 per share in March 2003 1,014 - - 1,014
Issuance of common stock in exchange for consulting
services valued at $2.50 per share in March 2003 9 230,625 () - 230,634
Issuance of common stock in exchange for consulting
services valued at $0.065 per share in March 2003 1 389 - 390
Issuance of common stock in exchange for cash at $0.21
per share in March 2003 18,000 - 18,000
Net Loss - - - (449,825) (449,825)
------------ --------- ------------ ---------- ----------
BALANCE AT MARCH 31, 2003 $ 2,315 $464,751 $ (2,600)) $(608,628) $(144,162)
============ ========= ============ ========== ==========
The accompanying notes to unaudited condensed consolidated financial statements
APPLIED DNA SCIENCES , Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
NOTE - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the six-month period ended March
31, 2003 , are not necessarily indicative of the results that may be expected
for the year ended September 30, 2003. The unaudited condensed consolidated
financial statements should be read in conjunction with consolidated September
30, 2002 financial statements and footnotes thereto included in the as filed on
SEC Form 8-K dated October 21, 2002, as amended.
Business and Basis of Presentation
On September 16, 2002, Applied DNA Sciences, Inc. (the "Company") was
incorporated under the laws of the State of Nevada. The Company is in the
development stage, as defined by Statement of Financial Accounting Standards No.
7 ("SFAS No. 7") and its efforts have been principally devoted to developing DNA
embedded biotechnology security solutions in the United States. To date, the
Company has generated no sales revenues, has incurred expenses and has
sustained losses. Consequently, its operations are subject to all the risks
inherent in the establishment of a new business enterprise. For the period
from inception through March 31, 2003, the Company has accumulated losses of
$608,628.
The consolidated financial statements include the accounts of the Company, and
its wholly owned subsidiary ProHealth Medical Technologies, Inc. Significant
company transactions have been eliminated in Consolidation.
Reclassification
Certain prior period amounts have been reclassified for comparative purposes.
NOTE B- ACQUISITION
On October 21, 2002, the Company entered into a Plan and Agreement of
Reorganization ("Merger") with ProHealth Medical Technologies, Inc.
("ProHealth") an inactive publicly registered shell corporation with no
significant assets or operations. For accounting purposes, the Company shall be
the surviving entity. The transaction is accounted for using the purchase method
of accounting. The total purchase price and carrying value of net assets
acquired of was $ 880. From November 1988 until the date of the merger,
ProHealth was an inactive corporation with no significant assets and liabilities
Effective with the Merger , all previously outstanding common stock, preferred
stock, options and warrants owned by the Company's shareholders were exchanged
for an aggregate of 11,000,000 shares of ProHealth common stock. The value of
the stock that was issued was the historical cost of the ProHealth's net
tangible assets, which did not differ materially from their fair value. In
accordance with Accounting Principles Board Opinion No. 16, the Company is the
acquiring entity.
Effective with the Merger, ProHealth changed its name to Applied DNA Sciences,
Inc.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FOR THE SIX
MONTHS ENDED MARCH 31, 2003
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto, included elsewhere within
this report. The quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including statements using
terminology such as "can", "may", "believe", "designated to", "will", "expect",
"plan", "anticipate", "estimate", "potential" or "continue", or the negative
thereof or other comparable terminology regarding beliefs, plans, expectations
or intentions regarding the future. Forward looking statements involve risks and
uncertainties and actual results could differ materially from those discussed in
forward-looking statements. All forward looking statements and risk factors
included in this document are made as of the date hereof, based on information
available to the Company as of the date thereof, and the Company assumes no
obligations to update any forward-looking statement or risk factor, unless the
Company is required to do so by law.
Plan of Operation
-----------------
The Company presently does not have any available credit, bank financing or
other external sources of liquidity. Due to historical operating losses, the
Company's operations have not been a source of liquidity. The Company will need
to obtain additional capital in order to expand operations and become
profitable. The Company intends to pursue the granting of sub-licenses outside
the United States, and if successful, the granting of sub-licenses would
constitute a substantial additional source of liquidity and capital. In order to
obtain capital, the Company may need to sell additional shares of its common
stock or borrow funds from private lenders. There can be no assurance that the
Company will be successful in obtaining additional funding and granting of
sub-licenses outside the Unites States.
During the six months ended March 31, 2003, the Company's priorities were to
recruit and build its team, organize its new infrastructure and to develop a
successful strategy how best to exploit its Biowell license agreement, therefore
no revenues were anticipated, planned or received, expenses of $597,016 were
incurred stemming from general, selling, and administrative expenses; $445,466
of these expenses were paid with 2,192,310 shares of the Company's common stock
to consultants for management services rendered. Although the management of the
Company is of the opinion that continuing to develop and finance the Company's
present business of providing DNA anti-counterfeit technology may ultimately be
successful, management nevertheless expects that the Company will need
substantial additional capital before the Company's operations can be fully
implemented.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of March 31, 2003, we had a working capital deficit of $ 144,162 . As a
result of our operating losses from our inception through March 31, 2003, we
generated a cash flow deficit of ($53,627) from operating activities. We met our
cash requirements during this period from advances of $61,480 from the Company's
officer and principal shareholders, and from the exercise of previously issued
options which contributed proceeds of $18,000.
While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide the necessary working
capital. We currently have no commitments for financing. There is no guarantee
that we will be successful in raising the funds required.
By adjusting its operations and development to the level of capitalization ,
management believes it has sufficient capital resources to meet projected cash
flow deficits through the next twelve months . However, if thereafter, we are
not successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations , liquidity and
financial condition.
The effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are located in North America and there
are no seasonal aspects that would have a material effect on the Company's
financial condition or results of operations.
The Company's independent certified public accountant has stated in his report
included in the Company's October 21, 2002 Form 8-K, as amended, that the
Company has incurred operating losses from its inception , and that the Company
is dependent upon management's ability to develop profitable operations. These
factors among others may raise substantial doubt about the Company's ability to
continue as a going concern.
PRODUCT RESEARCH AND DEVELOPMENT
--------------------------------
We do not anticipate incurring material research and development costs during
the next twelve months.
ACQUISITION OF PLANT AND EQUIPMENT AND OTHER ASSETS
---------------------------------------------------
We do not anticipate the sale of any material property , plant or equipment
during the next 12 months. We do not anticipate the acquisition of any material
property, plant or equipment during the next 12 months.
NUMBER OF EMPLOYEES
-------------------
From our inception through the period ended March 31, 2003 , we have relied on
the services of outside consultants for services and have no employees. In
order for us to attract and retain quality personnel, we anticipate we will have
to offer competitive salaries to future employees. We anticipate that it may
become desirable to add additional full and or part time employees to discharge
certain critical functions during the next 12 months. This projected increase
in personnel is dependent upon our ability to generate revenues and obtain
sources of financing. There is no guarantee that we will be successful in
raising the funds required or generating revenues sufficient to fund the
projected increase in the number of employees. As we continue to expand, we will
incur additional cost for personnel.
TRENDS, RISKS AND UNCERTAINTIES
-------------------------------
We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our Common Stock.
RISKS
Applied DNA Sciences, Inc., is a small company entering a technical and
specialized scientific industry. The Company's growth will depend upon the
working capital and financial support, which we are in the process of seeking.
The Company will need substantial additional capital to expand and compete.
While the management team has strong contacts in the geographic and product
territories, the Company is small with limited assets and a limited operating
history and may, as a result, have difficulties securing large enough and
increasing financial commitments from potential investors. Thus the Company may
be subject to the high risks associated with start-up companies and small
business.
The Company relies on a small number of key individuals to implement plans and
operations. Although the Company may obtain key person life insurance coverage
on the Company's key individuals, the Company has not done so at this time.
Should for some reason their services become unavailable, the Company will be
required to retain other qualified personnel.
Reductions or delays in research and development budgets and in government
funding may negatively impact the Company's sales. Future clients may include
researchers at pharmaceutical and biotechnology companies, academic institutions
and government and private laboratories. Fluctuations in the research and
development budgets of these researchers and their organizations could have a
significant effect on demand for the Company's products. Research and
development budgets fluctuate due to numerous factors that are outside the
Company's control and are difficult to predict, including changes in available
resources, spending priorities and institutional budgetary policies. The
Company's business could be seriously damaged by any decrease in life science
research and development expenditures by pharmaceutical and biotechnological
companies, academic institutions or government and private laboratories.
Although the level of research funding has increased during the past several
years, we cannot assure that this trend will continue. Government funding of
research and development is subject to the political process, which is
inherently fluid and unpredictable. Also government proposals to reduce or
eliminate budgetary deficits have sometimes included reduced allocations to the
US National Institute of Health and other government agencies that fund
research and development activities. Also, our potential customers receive funds
from approved grants at particular times of the year, as determined by the
federal government. Grants have, in the past, been frozen for extended periods
or have otherwise become unavailable to various institutions without advance
notice. The timing of receipt of grant funds affects the timing of purchase
decisions by our customers and, as a result, can cause fluctuations in our sales
and operating results.
The Company regards trademarks, trade secrets and other intellectual property as
a component of its success, The Company relies on trademark law and trade secret
protection and confidentiality and /or license agreements with consultants,
customers, partners and others to protect our intellectual property. Effective
trademark and trade secret protection may not be available in every country in
which the Company's products are available. The Company cannot be certain that
the Company has taken adequate steps to protect its intellectual property,
especially in countries where the laws may not protect the Company's rights as
fully as in the United States. In addition, the Company's third party
confidentiality agreements can be breached and, if they are, there may not be
adequate remedy available to the Company. If the Company's trade secrets become
known, the Company may lose its competitive edge.
The Company may be unable to protect its trademarks, trade secrets and other
intellectual property rights that are important to its business. The Company
regards its trademarks, trade secrets and other intellectual property as a
component of its success. The Company relies on trademark law and trade secret
protection and confidentiality and/or license agreements with consultants,
employees, customers, partners and others to protect our intellectual property.
Litigation as regards the Company intellectual property or other subject matters
could harm the Company's business. Litigation regarding patents and other
intellectual property rights is extensive in the biotechnology industry. The
Company is aware that patents have been applied for, and in some cases issued to
others, claiming technologies that are closely related to Applied DNA Sciences,
Inc. As a result, and in part due to the ambiguities and evolving nature of
intellectual property law, the Company periodically receives notices of
potential infringements of patents held by others. Although to date the Company
has successfully resolved these types of claims, the Company may not be able to
do so in the future. In the event of an intellectual property dispute, the
Company may be forced to litigate. This litigation could involve proceedings
declared by the U.S. Patent and Trademark Office or the International Trade
Commission, as well as proceedings brought directly by affected third parties.
Intellectual property litigation can be extremely expensive, and these
expenses, as well as the consequences should the Company not prevail, could
seriously harm the Company's business, If a third party claimed an intellectual
property right to technology the Company uses, the Company might need to
discontinue an important product or product line, alter its products and
processes, pay license fees or cease its affected business activities, Although
the Company might under these circumstances attempt to obtain a license to this
intellectual property, it may not be able to do so on favorable terms, or at
all.
In addition to intellectual property litigation, other substantial, complex or
extended litigation could result in large expenditures for the Company and
distraction of its management. For example, law suits by employees,
shareholders, collaborators or distributors could be very costly and
substantially disrupt the Company's business. Disputes from time to time with
companies or individuals are not uncommon in the industry and the Company cannot
assure that it will always be able to resolve them out of court.
The Company's growth depends upon the ability to undertake sales in current
markets and to expand sales nationally to additional market segments and to
Europe. There can be no certainty that the Company's efforts to increase and
expand sales can be accomplished on a profitable basis. The expansion to other
delivery methods and to other venues will depend on a number of factors, most
notably the timely and successful promotion and sale of the Company's products
and related services. The Company's inability to expand sales, in a timely
manner, would have a material adverse effect on its business, operating results
and its financial condition.
ITEM 3. CONTROLS AND PROCEDURES
-----------------------------------
The Company's management including the Chief Executive Officer, President and
Chief Financial Officer, have evaluated, within 90 days prior to the filing of
this quarterly report, the effectiveness of the design, maintenance and
operation of the Company's disclosure controls and procedures. Management
determined that the Company's disclosure controls and procedures were effective
in ensuring that the information required to be disclosed by the Company in the
reports that it files under the Exchange Act is accurate and is recorded,
processed , summarized and reported within the time periods specified in the
Commission's rules and regulations.
Disclosure controls and procedures, no matter how well designed and implemented,
can provide only reasonable assurance of achieving an entity's disclosure
objectives. The likelihood of achieving such objectives is affected by
limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision making can be fully faulty and that
breakdowns in internal control can occur because of human failures such as
errors or mistakes or intentional circumvention of the established process.
There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation thereof, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
The Company holds an option to buy back 8,500,000 shares
from Glen Little for $100,000. Glen Little was the President
of ProHealth Medical Technologies, Inc.
Mr. Little has agreed to return the 8,500,000 shares to the
Company for cancellation in exchange for an interest bearing
$100,000 Convertible Capital Note. This transaction should
be completed before June 30, 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 -- Chief Executive Officer
(filed herewith).
99.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 --Chief Financial Officer
(filed herewith).
(b) Reports on Form 8-K filed during the three months ended March 31, 2003
On February 5, 2003, a Current Report was filed on Form 8-K
disclosing the change in the Company's fiscal year-end to September 30. On
April 17, 2003, another Current Report was filed on Form 8-K disclosing a
press release regarding the fact that the Company's DNA-based Textile
Marker System selected as one of three technologies as a key solution for
U.S. textile manufacturers and the customs service to combat illegal
textile imports.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 15, 2003. Applied DNA Sciences, Inc.
/s/ Lawrence Lee
----------------------
Lawrence Lee
Chief Executive Officer
/s/Gerhard Wehr
----------------------
Gerhard Wehr
Chief Financial Officer
CERTIFICATION
--------------
I, Lawrence Lee, Chief Executive Officer, and, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Applied DNA Sciences,
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 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
functions): 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: May 15, 2003
/s/ Lawrence Lee
---------------------------
Name: Lawrence Lee
Title: Chief Executive Officer
CERTIFICATION
I, Gerhard Wehr, Chief Financial Officer, and, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Applied DNA Sciences,
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 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
functions): 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: May 15, 2003
/s/ Gerhard Wehr
Name: Gerhard Wehr
Title: Chief Financial Officer