U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
Commission File Number 33-11795
RECOM MANAGED SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 87-0441351
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
4705 Laurel Canyon Boulevard, Suite 203
Studio City, California 91607
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(Address of principal executive offices)
(818) 432-4560
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(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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.
[ X ] Yes [ ] No
As of October 31, 2003, the Registrant had 32,169,125 shares of common stock,
$.001 par value.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements:
Unaudited Balance Sheet - as of September 30, 2003 ........ 3
Unaudited Statements of Operations - Three and Nine
Months Ended September 30, 2002 and 2003................. 4
Unaudited Statements of Cash Flows - Nine Months Ended
September 30, 2002 and 2003 ............................. 5
Notes to Consolidated Financial Statements................. 6 - 11
Item 2. Management's Plan of Operation.......................... 11
Item 3. Controls and Procedures................................. 12
Part II: Other Information...................................... 13
Item 1. Legal Proceedings................................. 13
Item 2. Change in Securities.............................. 13
Item 3. Defaults Upon Senior Securities................... 13
Item 4. Submission of Matters to a Vote
of Security Holders............................... 14
Item 5. Other Information................................. 14
Item 6. Exhibits and Reports on Form 8-K.................. 14
Signatures ..................................................... 14
2
RECOM MANAGED SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 2,980
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net of accumulated
depreciation of $43,251 152,156
TECHNOLOGY, net of accumulated amortization of $2,600 5,200
----------
TOTAL ASSETS $ 160,336
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Other Liabilities $ 617,914
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TOTAL LIABILITIES 617,914
STOCKHOLDERS' EQUITY
Common Stock 32,154
Additional paid-in capital 4,377,617
Deficit accumulated during development stage (4,867,349)
----------
TOTAL STOCKHOLDERS' EQUITY (457,578)
----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 160,336
==========
The accompanying notes are an integral part of these financial statements.
3
RECOM MANAGED SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Successor Predecessor Successor Predecessor
Company Company Company Company Successor Company
-------------- --------------- ------------- -------------- -----------------------------
Cumulative
for the
Period from Period From Period From
Three Period from Nine Months January 1, September 19, September 19,
Months Ended July 1, 2002 to Ended 2002 to 2002 to 2002 to
September 30, September 18, September 30, September 18, September 30, September 30,
2003 2002 2003 2002 2002 2003
-------------- --------------- -------------- -------------- ------------- -------------
Revenue - - - - - -
Research and Development 90,734 - 166,910 - - 166,910
General and Administra-
tive Expenses 2,680,946 21,790 4,541,165 54,941 - 4,700,439
----------- -------- ----------- -------- ----------- -----------
Net Loss $(2,771,680) $(21,790) $(4,708,075) $(54,941) $ - $(4,867,349)
=========== ======== =========== ======== =========== ===========
Basic and Diluted Loss
Per Share $ (0.09) ** $ (0.15) ** $ - $ (0.16)
========= ======== =========== ======== =========== ===========
Shares Used in Computing
Basic and Diluted
Loss Per Share 31,923,149 1,429,928 31,583,666 1,429,928 27,689,784 31,120,438
** Per share amounts are not meaningful due to reorganization.
The accompanying notes are an integral part of these financial statements.
4
RECOM MANAGED SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Successor Predecessor
Company Company Successor Company
-------------- ------------- --------------------------------
Cumulative For
Period From Period From the Period From
Nine Months January 1, September 19, September 19,
Ended 2002 to 2002 to 2002 to
September 30, September 18, September 30, September 30,
2003 2002 2002 2003
------------- ------------- ------------- ---------------
Cash used in operating
activities $(696,737) $(42,841) $ - $(873,614)
Cash Flows from Investing
Activities:
Purchase of equipment (50,267) - - (79,308)
Cash Flows from Financing
Activities:
Capital contributions 3,295 - - 24,695
Issuance of stock 598,000 - - 805,786
Sale of warrants - 35,000 125,000 125,000
--------- ------- -------- --------
Net cash provided by
financing activities 601,295 35,000 125,000 955,481
Net increase (decrease)
in cash (145,709) (7,841) 125,000 2,559
Cash at beginning of period 148,689 8,262 421 421
--------- -------- -------- --------
Cash at end of period $ 2,980 $ 421 $125,421 $ 2,980
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
RECOM MANAGED SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company is
in the development stage and has a limited operating history since its
reorganization. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not
include any adjustments relating to the classification and recoverability of
recorded asset amounts or the amount of liabilities that may be incurred
should the Company be unable to continue in existence. Continuation as a
going concern is dependent on raising additional capital to fund the
Company's planned operations. There is no assurance that the necessary funds
will be generated.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
statements pursuant to Regulation S-B. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (including normal recurring accruals considered necessary for
a fair presentation) have been included. Operating results for the nine
months ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. For further
information refer to the financial statements and footnotes included in the
Form 10-KSB for the year ended December 31, 2002.
NOTE 2 - ACQUISITION OF TECHNOLOGY
On September 19, 2002, the Company acquired from ARC Finance Group LLC
("ARC"), certain know how, trade secrets and other intellectual property
described below in exchange for 7,800,000 shares of the Company's common
stock. This technology was valued at $7,800. As a result of this
transaction, ARC owned approximately 84.5% of the Company's outstanding
shares. This transaction is considered a reverse acquisition and as a capital
transaction that results in a capital reorganization. Accordingly, the
reorganized Company's assets have been reflected at fair value. In the
reorganization, the Predecessor Company's intangible asset, Reorganization
Value in Excess of Amount Allocated to Identifiable Assets (in the amount of
$76,667) and its accumulated deficit (in the amount of $164,947) were
eliminated against Additional Paid-in Capital. There has been no goodwill or
intangible assets recognized for this reorganization in the financial
statements.
The Company's technology relates to certain proprietary methods,
processes and ideas concerning devices and services which, if successfully
developed, may be capable of:
* accurately measuring heart functions
* automatically and remotely evaluating these functions over the
telephone, the Internet, or other wireless transmission systems
6
* providing the patient and the patient's physician(s) with vital heart
and other data on a real time basis to provide early warnings about
the patient's heart functions.
No assurance can be given that commercial products or services will ever
result or that those products or services will be accepted by regulatory
agencies, physicians, patients or insurance providers.
NOTE 3 CAPITAL TRANSACTIONS
In March 2003, the Company's Board of Directors approved the issuance of
five-year warrants to purchase 900,000 shares (on a post-split basis) of the
Company's common stock at $.50 per share to a firm which was retained to
perform various services including: the introduction of the Company to
investment banking firms; assistance in the structuring of the Company's
private offerings; assistance in capital market transactions, mergers and
acquisitions; advisory services; and assistance in developing strategic
relationships. The agreement for the above-referenced services was entered
into on March 10, 2003. The warrants do not include any registration rights
but they do contain a cashless exercise provision. The Company recognized
$708,000 of expense in connection with the issuance of these Warrants (valued
using the Black-Scholes Model).
On April 1, 2003, the Company issued 112,812 shares of common stock (on a
post split basis) for $100,000 in cash and $150,000 in expenses and equipment
(valued using the market value of shares issued). On April 15, 2003 the
Company split its stock three for one. All share amounts and earnings per
share have been presented on a post split basis.
On April 15, 2003, the Company issued to Brookstreet Securities
Corporation warrants to purchase 200,000 shares of the Company's common stock
pursuant to an investment banking agreement. The warrants were issued in four
tranches of 50,000 each with the first tranche of 50,000 fully vested and
exercisable at $1.25 per share. The second tranche will vest in 90 days after
the date of the agreement and will have an exercise price of $2.25 per share.
The third tranche will vest in 180 days and will have an exercise price of
$3.25 per share. The fourth tranche will vest in 270 days and will have an
exercise price of $4.25 per share. The Company recognized an expense of
$281,950 in connection with the issuance of these warrants using the Black-
Scholes Model.
In May 2003, the Company completed the first tranche of its private
placement as it sold 82,667 units to three accredited investors at $3.00 per
unit for cash amounting to $248,000. Each unit consisted of one share of
common stock and one warrant. Each warrant is exercisable at $3.00 until May
14, 2004. Upon exercise of the warrants each investor will receive one share
of common stock and an additional warrant to purchase one share of common
stock at $6.00 per share until November 15, 2004.
On July 17, 2003 the Company retained Maxim Group, LLC (Maxim) a New York
based investment banking firm to act as its lead investment bank. Maxim will
provide, among other services, assistance with the Company's financing efforts
as it attempts to secure additional capital for product development as well as
to fund the process of gaining approval for the Company's cardiac monitoring
device by the FDA. Maxim will also assist the Company with general business
strategy and with seeking a listing on a national exchange. Maxim was paid
$50,000 at the inception of the agreement and will be paid $7,500 per month
through June 30, 2004. In addition, Maxim received a total of 100,000
warrants to purchase shares of restricted common stock at $4.92 per share.
7
The Company recognized expense of $156,200 in connection with the issuance of
these warrants (valued using the Black-Scholes Model).
In July 2003, the Company closed its second tranche of its private
placement by selling 75.075 units to four accredited investors for total cash
of $250,000 under terms consistent with the first tranche.
In August 2003, the Company entered into voluntary trading restriction
agreements with two shareholders in exchange for warrants to purchase a total
of 23,501 shares of the Company's common stock at a price of $3.29 per share.
In September 2003, the Company entered into a voluntary trading restriction
agreement with a shareholder in exchange for a warrant to purchase 18,000
shares of the Company's common stock at 85% of the closing price of the common
stock on the date of the agreement ($5.29 at September 23, 2003). The value
of the warrants issued using the Black-Scholes Model was $87,304.
In September 2003, the Company issued a consultant a warrant to purchase
25,000 shares of the Company's common stock at an exercise price of $3.29 per
share. The value of the warrants using the Black-Scholes Model was $46,050.
In September 2003, the Company issued 305,000 shares of restricted common
stock to three persons pursuant to the cashless exercise provisions of common
stock purchase warrants held by such persons.
During the three month and nine month periods ended September 30, 2003,
the Company issued 169,105 and 327,342 shares of common stock, respectively,
for marketing and business services rendered during the period. These
services were valued at $626,539 for the three months ended September 30,
2003, and $1,073,131 for nine month period ended September 30, 2003, based
upon the market value of the shares at the date of issuance.
NOTE 4 - STOCK-BASED COMPENSATION PLANS
The table below summarizes the transactions in the Company's Employee
2002 stock option plan as of September 30, 2003:
Option outstanding at January 1, 2003 -
Granted 1,960,000
Exercised -
Purchased -
Canceled -
---------
Options outstanding at September 30,
2003 (weighted average exercise price
of $1.04 as of September 30,2003) 1,960,000
=========
Exercisable as of September 30, 2003 981,000
---------
The table below summarizes options and warrants issued to non-employees
as of September 30, 2003:
Options and warrants outstanding at
January 1, 2003 825,000
Granted 1,269,501
Exercised -
Cancelled -
---------
8
Options outstanding at September 30,
2003 (weighted average exercise
price of $0.87 as of September 30,
2003) 2,094,501
=========
Exercisable as of September 30, 2003 1,994,501
=========
The fair value of each option and warrant grant to non-employees was
estimated on the date of grant using the Black-Scholes option pricing model,
the form of the option agreement and the option price along with the following
assumptions:
Risk free interest rate 4.4%
Dividend yield 0.0%
Expected volatility 43.0%
The Company recognized total expenses of $684,639 and $1,392,639 related
to options and warrants granted to non-employees for the three months and nine
months ended September 30, 2003, respectively.
NOTE 5 - AHT SETTLEMENT
During October 2002, the Company entered into a Loanout Agreement with
Dr. Budimir Drakulic pursuant to which he agreed to serve as our Chief
Technology Officer. In this agreement, we agreed on his behalf, to fulfill
certain obligations in connection with a settlement agreement, which Dr.
Drakulic entered into with the minority shareholders of AHT. Dr. Drakulic's
settlement agreement is complex, but it generally requires that if the Company
completes a financing of more than $2,000,000, up to 4% of the proceeds are to
be paid to certain AHT shareholders, up to a total amount of $480,100.
As discussed in Note 7, the Company completed a financing in October 2003
in excess of $2,000,000. The Company has recorded a liability of $480,100 at
September 30, 2003, as a result of the financing. However, such payment is
subject to compliance with the provisions of the settlement agreement and the
Company believes that it has evidence that several of the representations,
warranties and covenants have been violated. The Company is currently
investigating the violations and does not intend to pay any amounts until the
investigation is completed and a final determination is made of amounts due,
if any, pursuant to the settlement agreement.
NOTE 6 - ACCOUNTING PRONOUNCEMENTS
a. Accounting for Certain Financial Instruments with Both Liabilities
and Equity
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity, SFAS No. 150 clarifies the accounting for certain financial
instruments with characteristics of both liabilities and equity and requires
that those instruments be classified as liabilities. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31,
2003 and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company does not have any obligations to
be settled in either cash or common stock that are classified as a liability.
It does not have any immediate plans to enter into other financial instruments
9
subject to the accounting requirements of SFAS No. 150. The adoption of SFAS
No. 150 does not have an impact on the Company's financial statements.
b. Accounting for Derivative Instruments and Hedging Activities
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 clarifies
financial accounting and reporting requirements for derivative instruments and
hedging activities as set forth under SFAS No. 133. SFAS No. 149 is effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships entered into after June 30, 2003. The adoption of SFAS No. 149
does not have an impact on the Company's financial statements.
c. Consolidations of Variable Interest Entities
In January 2003, the FASB Interpretation ("FIN") No. 36, Consolidation of
Variable Interest Entities, requiring that companies consolidate variable
interest entities if they are the primary beneficiaries, as defined under FIN
No. 46, of the activities of the variable interest entities. Companies are
required to apply FIN No. 46 immediately for all variable interest entities
created after January 31, 2003, and as of the beginning of the first interim
period beginning after June 15, 2003, for all other variable interest
entities. The Company does not have any variable interest entities.
NOTE 7 - SUBSEQUENT EVENTS
During October 2003, the Company sold 53.2875 units with each unit
consisting of 33,334 shares of Series A Convertible Preferred Stock
(Convertible Preferred Stock) and 16,667 Class C Common Stock Purchase
Warrants (Warrants) at a price of $100,000 per unit. The proceeds to the
Company, net of expenses, was approximately $4,645,000.
The Convertible Preferred Stock will pay dividends of 8% annually, to be
paid quarterly either in cash or in the form of Convertible Preferred Stock at
the Company's discretion. The Convertible Preferred Stock will be valued at
$3.00 per share when it is issued as a dividend. Each Holder of the
Convertible Preferred Stock will have the option at any time to convert all or
any portion of the Convertible Preferred Stock held by such Holder into shares
of Common Stock. The Convertible Preferred Stock shall have a liquidation
value equal to $3.00 per share and shall be convertible into Common Stock on a
one-for-one basis (the "Conversion Price"). The Convertible Preferred Stock
shall be senior to all other shares of capital stock now existing or
hereinafter created of the Company as to dividend and liquidation rights and
shall have voting rights as if converted into Common Stock.
The Company can force conversion of the Convertible Preferred Stock into
Common Shares upon 45 days written notice to the holders of the Preferred
Stock, if (1) the closing price of the Common Stock is at least $7.50 for 30
consecutive trading days; (2) the Common Stock is listed on a qualified
exchange (NASDAQ, AMEX or NYSE); and (3) the Common Stock underlying the
conversion is subject to an effective registration statement filed with the
SEC pursuant to the Securities Act of 1933, as amended.
Each Warrant entitles the holder to purchase one share of common stock at
an exercise price of $3.75 per share. The Warrants are exercisable anytime
during the four year period commencing on the final closing and do not contain
provisions for cashless exercise.
The Company will issue the Placement Agent a common stock purchase
warrant exercisable for a number of units equal to 10% of the number of units
10
sold in the offering. The Placement Agent warrant will be exercisable at
$3.60 per share and will expire five years following the date of issuance.
The Company is required to file a registration statement with the
Securities and Exchange Commission by December 30, 2003, to register the
shares of common stock issuable upon conversion of the Series A Convertible
Preferred Stock and upon exercise of the Warrants.
Subsequent to September 30, 2003, the Company issued 15,385 shares of
common stock to individuals for business services. These shares were valued
at $3.90 based on the market value of the stock at the date of issuance.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
FORWARD-LOOKING INFORMATION
This Report on Form 10-QSB contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
statements regarding the Company contained in this report that are not
historical in nature, particularly those that utilize terminology such as
"may," "will," "should," "likely," "expects," "anticipates," "estimates,"
"believes" or "plans," or comparable terminology, are forward-looking
statements based on current expectations and assumptions, and entail various
risks and uncertainties that could cause actual results to differ materially
from those expressed in such forward-looking statements. Details about these
risks are set forth in the Company's Report on Form 8-K which was filed with
the SEC in September 2002.
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
The Company intends to proceed with further development of products and
services which employ or otherwise utilize the technology described in Note 2
above. We plan to develop a "belt" that is worn by the patient which will
hold both electrodes and the electronics. This development will be
accomplished in stages with the first stage housing only the electrodes with
the electronics in a separate module. Subsequent development will incorporate
the electronics in the belt along with the electrode. We have initiated the
study of alternative algorithms for the analysis of ECG's and the Company is
also evaluating the advisability of submitting its proof of concept system for
hospital institutional review board testing. We are also in discussion with
various medical centers regarding beta testing of the low power electronics
version of our system. The Company will also work with the inventor of an
alternative to standard electrodes (a sensor). The Company plans to develop
the sensor technology for possible future incorporation into the "belt." The
Company will have an option to acquire the intellectual property rights to the
technology if the proof of concept results are as anticipated. The Company
estimates it has sufficient cash on hand to fund development and operations
for approximately 12 months, because the Company raised approximately
$4,645,000 in net proceeds from the private sale of Series A Convertible
Preferred Stock.
The Company plans on using a portion of its funds to develop a sales and
marketing infrastructure and a key physician information program. The Company
believes it will need to continue to raise funds to finance the full rate
production of its ECG System. Additionally, the Company plans to invest in
other medical applications of its technology. The first such application
being, the monitoring of brain waves to aide in the treatment of neurological
diseases.
11
ITEM 3. Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer, we have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures within
90 days of the filing date of this quarterly report, and, based upon their
evaluation, our principal executive officer and principal financial officer
have concluded that these controls and procedures are effective. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.
Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
During July 2003, the Company sold 75,075 units to four accredited
investors at $3.00 per unit in cash. Each unit consisted of one share of
common stock and one warrant. Each warrant is exercisable at $3.00 until May
14, 2004. Upon exercise of the warrants each investor will receive one share
of common stock and an additional warrant to purchase one share of common
stock at $6.00 per share until November 15, 2004. The Company relied on the
exemption provided by Section 4(2) of the Securities Act and Rule 506 of
Regulation D thereunder. The investors received a disclosure document and
they executed a Subscription Application and a Common Stock Purchase Agreement
in which they represented that they were acquiring the units for investment
purposes. The certificates for the warrants and the shares contain
restrictive legends.
During September 2003, the Company issued 305,000 restricted shares of
common stock to three persons pursuant to cashless exercise provisions of
common stock purchase warrants held by such persons. The persons who
exercised the warrants were accredited investors. The Company relied on
Section 4(2) of the Securities Act of 1933, as amended. The appropriate
restrictive legend was placed on the certificates and stop transfer
instructions were issued to the transfer agent.
On July 17, 2003 the Company issued to Maxim Group LLC a warrant to
purchase 100,000 restricted shares of the Company's common stock pursuant to
an investment banking agreement. The warrants have a five year term and are
exercisable at a price of $4.92 per share. The Company relied on Section 4(2)
of the Securities Act of 1933, as amended.
During March 2003, the Company issued to a consultant a warrant to
purchase 21,000 shares of the Company's common stock at an exercise price of
$.81 per share as payment for services rendered by the consultant. During
August 2003, the Company also issued a total of 23,501 warrants to two
shareholders as consideration for their agreement to a partial lockup of
shares they own. The warrants have an exercise price of $3.29. During
September 2003, the Company issued to a consultant a warrant to purchase
25,000 shares of the Company's common stock at an exercise price of $3.19 as
payment for services rendered by the consultant. The Company relied on
Section 4(2) of the Securities Act of 1933, as amended.
ITEM 3. Defaults Upon Senior Securities.
None.
13
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
See Subsequent Event footnote to the financial statements above.
ITEM 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
31.1 Certification of Chief Filed herewith
Executive Officer Pursuant electronically
to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Filed herewith
Financial Officer Pursuant electronically
to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Filed herewith
Executive Officer and electronically
Pursuant to Section 302
of the Sarbanes-Oxley
Act of 2002
32.2 Certification of Chief Filed herewith
Financial Officer and electronically
Pursuant to Section 302
of the Sarbanes-Oxley
Act of 2002
b. Reports on Form 8-K.
None.
SIGNATURES
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.
RECOM MANAGED SYSTEMS, INC.
Date: November 13, 2003 By:/s/Marvin H. Fink
Marvin H. Fink, Chief Executive
Officer
Date: November 13, 2003 By:/s/ Charles E. McGill
Charles E. McGill, Chief Financial
Officer
14