-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LutzmoxeyxHxwQebUv7bCwxxPz9990xhzSD6xmMhE3jf35CHe8iCN9r2LG9ezsew iFGhg54PZ9ClnsOT71UtSg== 0000950134-02-014275.txt : 20021114 0000950134-02-014275.hdr.sgml : 20021114 20021114101908 ACCESSION NUMBER: 0000950134-02-014275 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMARILLO BIOSCIENCES INC CENTRAL INDEX KEY: 0001014763 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 751974352 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-04413 FILM NUMBER: 02822300 BUSINESS ADDRESS: STREET 1: 800 W 9TH AVE CITY: AMARILLO STATE: TX ZIP: 79101-3206 BUSINESS PHONE: 8063761741 MAIL ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 800 W 9TH AVE CITY: AMARILLO STATE: TX ZIP: 79101-3206 10QSB 1 d01337e10qsb.txt FORM 10-Q United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ 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 ------------------------------------------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-20791 AMARILLO BIOSCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) TEXAS 75-1974352 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 800 West Ninth, Amarillo, Texas 79101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 806-376-1741 FAX 806-376-9301 - -------------------------------------------------------------------------------- (Issuer'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 during the past 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 . --- --- As of September 30, 2002 there were 8,982,072 shares of the issuer's common stock outstanding. 1 AMARILLO BIOSCIENCES, INC. INDEX
PAGE NO. -------- PART I: FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheet - September 30, 2002............................... 3 Consolidated Statements of Operations - Nine Months Ended September 30, 2002 and September 30, 2001..................................... 4 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2002 and 2001...................................... 5 Notes to Consolidated Financial Statements.................................... 6 ITEM 2. Management's Plan of Operations............................................... 7 ITEM 3. Controls and Procedures....................................................... 10 PART II: OTHER INFORMATION ITEM 2. Changes in Securities and Use of Proceeds..................................... 10 ITEM 6. Exhibits and Reports on Form 8-K.............................................. 11 Signatures .............................................................................. 12
2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Amarillo Biosciences, Inc. and Subsidiaries Consolidated Balance Sheet (unaudited) September 30, 2002
ASSETS Current assets: Cash $ 4,488 Inventory 48,639 Other current assets 8,524 ------------ Total current assets 61,651 Property and equipment, net 75,999 Patents, net of accumulated amortization of $120,970 162,087 ------------ Total assets $ 299,737 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 848,387 Accrued interest expense 243,666 Other accrued expense 8,544 Current maturities of mortgage payable 6,253 ------------ Total current liabilities 1,106,850 Mortgage payable, net of current maturities 76,758 Notes payable to stockholder 2,000,000 ------------ Total liabilities 3,183,608 Commitments and contingencies Stockholders' deficit Preferred stock, $.01 par value: Authorized shares - 10,000,000 Issued shares - none -- Common stock, $.01 par value: Authorized shares - 20,000,000 Issued shares - 8,982,072 89,821 Additional paid-in capital 18,968,982 Accumulated deficit (21,942,673) ------------ Total stockholders' deficit (2,883,870) ------------ Total liabilities and stockholders' deficit $ 299,737 ============
See accompanying summary of significant accounting policies and notes to consolidated financial statements. 3 Amarillo Biosciences, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- ------------------ 2002 2001 2002 2001 ------------------------------------------------------------------- Revenues: Dietary supplement sales $ 5,591 $ - $ 8,194 $ 105,000 Interferon sales - 50,400 - 110,900 Interest income 43 437 1,740 1,827 Sublicense fees - 70,000 - 70,000 Federal research grant - - 48,342 - Other 4,920 364,629 6,686 369,226 ------------------------------------------------------------------- 10,554 485,466 64,962 656,953 Expenses: Cost of sales 650 - 650 82,631 Research and development expenses 76,152 118,096 287,395 335,637 Selling, general, and administrative expenses 55,220 172,414 272,593 374,853 Interest expense 24,785 24,924 73,186 69,554 ------------------------------------------------------------------- 156,807 315,434 633,824 862,675 ------------------------------------------------------------------- Income (loss) before income taxes (146,253) 170,032 (568,862) (205,722) Income tax expense - - - - ------------------------------------------------------------------- Net income (loss) $ (146,253) $ 170,032 $ (568,862) $ (205,722) =================================================================== Basic and diluted income (loss) per share $ (0.02) $ 0.02 $ (0.06) $ (0.03) =================================================================== Weighted average shares outstanding 8,923,011 7,863,924 8,846,145 7,828,454 ===================================================================
See accompanying summary of significant accounting policies and notes to consolidated financial statements. 4 Amarillo Biosciences, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (unaudited)
NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------------- 2002 2001 -------------------- ----------------- Net cash used in operating activities $ (549,220) $ (334,939) -------------------- ----------------- Cash provided by (used in) investing activities (25,473) - -------------------- ----------------- Repayments of notes payable (4,297) - Proceeds from mortgage loan - 90,000 Proceeds from sublicense fees - 70,000 Issuance of common stock 475,080 26,200 -------------------- ----------------- Net cash provided by financing activities 470,783 186,200 -------------------- ----------------- Net increase (decrease) in cash (103,910) (148,739) -------------------- ----------------- Cash at beginning of period 68,318 341,983 -------------------- ----------------- Cash at end of period $ 4,488 $ 193,244 ==================== ================= Supplemental Disclosure of Cash Flow Information $ - $ - ==================== ================= Cash paid for interest $ 6,407 $ - ==================== =================
See accompanying summary of significant accounting policies and notes to consolidated financial statements. 5 [PG NUMBER] AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the consolidated financial statements and footnotes included in the Company's Form 10-KSB for the year ended December 31, 2001 filed with the Securities and Exchange Commission, are unaudited, but have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2002 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002. 2. Loss per share. Loss per share is computed based on the weighted average number of common shares outstanding. 3. Private placement. The Company completed a private placement in January 2002 pursuant to which it sold 1,000,000 shares of its voting common stock at $0.50 per share, for a total of $500,000. After deducting selling commission of $45,000 paid to First Island Capital, Inc., and other offering costs of $5,000, the net amount available to the Company was $450,000. On July 15, 2002, the Company commenced a private placement offering which is still ongoing. As of September 30, 2002, the Company had sold 69,667 unregistered shares of its voting common stock at a price of $0.36 per share, generating $25,080 in cash, and an additional 12,000 shares were sold in October 2002, generating $4,320, for a total of $29,400. 4. Supply agreements. On May 24, 2002, the Company entered into a supply agreement with Majsons Corp., whereby the Company will supply anhydrous crystalline maltose exclusively to Majsons Corp., for incorporation into products to be sold in Pakistan. On June 6, 2002, the Company entered into a supply agreement with STC International, Inc., whereby the Company will supply anhydrous crystalline maltose exclusively to STC International Inc., for incorporation into products to relieve dry mouth to be sold in Taiwan and Peoples Republic of China. On June 18, 2002, the Company entered into a supply agreement with Global Damon Pharm./Damon Pharm. Limited, whereby the Company will supply anhydrous crystalline maltose exclusively to Global Damon, for incorporation into products to relieve dry mouth to be sold in Korea. 6 On July 12, 2002, the Company executed a license and supply agreement with African Health Solutions, LLC, (AHS) Greenville, Delaware providing the rights to oral low-dose interferon alpha for the treatment of hepatitis B patients in Africa. AHS obtained the right to perform clinical trials, distribute and market the product in 50 African countries. The Company shall receive a percent of all gross revenues received by AHS. On July 24, 2002, the Company executed a supply agreement with Rejuvena Distribution, LLC, Fort Worth, Texas whereby the Company will supply anhydrous crystalline maltose (trade name "Maxisal(TM)") for incorporation into products to relieve dry mouth to be sold in the USA and Canada. Effective August 20, 2002, the Company entered into an option agreement to test and evaluate transgenic potato that expresses human interferon alpha, developed by the following inventors, Hayashibara Biochemical Laboratories, Inc., of Okayama, Japan, Dr. Chihiro Sugimoto, Dr. Takeshi Matsumura, Hokkaido Green-Bio Institute, and Hokuren Federation of Agricultural Cooperatives all of Hokkaido, Japan. This agreement will remain exclusive for a 12-month period. 5. Subsequent event. Effective November 1, 2002 the Company executed a Promissory Note for $45,000 payable to an individual stockholder. The Promissory Note accrues interest at the rate per year that will be the lesser of 3% in excess of the prime interest rate published from time to time in the Wall Street Journal, adjusted on the first day of each calendar month based on such rate then in effect, or the maximum nonusurious rate of interest permitted by applicable law. Accrued interest is payable monthly, in arrears and the entire principal amount is payable October 31, 2004. ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS The Company's Management has developed a Plan of Operations for 2002. The Company continues to engage in research and development activities focused on developing biologics for the treatment of human and animal diseases. The Company has not commenced any significant product commercialization and, until such time as it does, will not generate significant product revenues. The Company's accumulated deficit has continued to grow, from $21,373,811 at December 31, 2001 to $21,942,673 at September 30, 2002. Operating losses are expected to continue for the foreseeable future and until such time as the Company is able to attain sales levels sufficient to support its operations. As of September 30, 2002, the Company had current assets of $61,651 including cash in the amount of $4,488. The Company will need to raise additional capital in order to implement its plan of operations. During the next 12 months the Company will continue its research and development activities, as well as the activities necessary to develop commercial partnerships and licenses and to continue nutraceutical sales. The Company's expenditure of financial resources during this period will fall principally into five broad categories, as follows: Research and Development; Personnel; 7 Consulting and Professional (other than legal and accounting); Legal and Accounting; and Public Relations, Investor Relations and Shareholder Relations. The Company's expectations and goals with respect to these categories are addressed separately below, by category. REVENUES FROM SALES OF DIETARY SUPPLEMENT: The Company had sales of anhydrous crystalline maltose (ACM), marketed locally as Maxisal(TM), generating $8,194 in the first nine months of 2002. REVENUES FROM INTERFERON SALES: There have been no interferon sales in 2002. RESEARCH AND DEVELOPMENT: Until it achieves commercial product sales, the Company's business is research and development, and this is the area in which the Company's principal efforts will be expended during 2002. The Company has budgeted approximately $94,000 for expenditure in the fourth quarter of 2002, and the expenditure of this amount will be subject to raising additional funds. The Company expended $287,395 in the first nine months of 2002 for specific research and development projects; such amount includes expenditures described under other categories below. PERSONNEL: In addition to its intellectual property, the Company's principal assets are its personnel. The Company has been successful in controlling its personnel costs, both by maintaining its principal location in Amarillo, Texas, and by ensuring maximum efficiency and utilization of existing personnel. The Company has budgeted approximately $88,000 for personnel expenses during the fourth quarter of 2002, including salaries, payroll taxes, group health, and liability insurance. Also, in lieu of cash compensation, the Company may issue stock options or other equity instruments to selected employees in fiscal 2002. The Company expended $328,898 for personnel in the first nine months of 2002. At the present time, the President and CEO of the Company, Joseph M. Cummins, is also serving as the Company's Chief Financial Officer (CFO). CONSULTING AND PROFESSIONAL (EXCEPT LEGAL AND ACCOUNTING): The Company has budgeted approximately $1,700 for expenditure on professional consultants for the remainder of 2002. Consulting fees are expected to be paid to a number of independent consultants in connection with the operation of the Company and to certain directors who perform specific consulting tasks at the Company's request. The Company will continue to use the services of consultants to complement the Company's small full-time staff, where such is a more efficient utilization of the Company's resources. The Company expended $6,059 in the first nine months of 2002 for consulting and professional fees. LEGAL AND ACCOUNTING: Although the Company is not involved in litigation, it has budgeted legal expenses of approximately $15,000 for the fourth quarter of 2002. Approximately 20% of the Company's legal expenditures will be for preparation and filing of patents and for maintenance of existing patents in a number of countries. Other legal expenses will be related to compliance with laws and regulations affecting public companies, licensing and contracting, and general corporate matters. The Company does not presently have an in-house legal staff, nor does it intend to put such a staff in place in 2002. The Company has budgeted approximately $3,000 for accounting expenses for the fourth quarter of 2002 and expects to use Malone & Bailey, PLLC as its 8 independent auditors. The Company incurred $34,997 for legal and $17,669 for accounting fees in the first nine months of 2002. PUBLIC RELATIONS, INVESTOR RELATIONS AND SHAREHOLDER RELATIONS: The Company has budgeted approximately $1,500 for public relations, investor relations and shareholder relations during the remainder of 2002. The Company has also budgeted sufficient amounts to maintain its comprehensive web site (www.amarbio.com). LIQUIDITY NEEDS: At September 30, 2002, the Company had available cash of approximately $4,488. The Company's continued losses and lack of liquidity indicate that the Company may not be able to continue as a going concern for a reasonable period of time. The Company's ability to continue as a going concern is dependent upon several factors including, but not limited to, the Company's ability to generate sufficient cash flow to meet its obligations on a timely basis, obtain additional financing and continue to obtain supplies and services from its vendors. The Company completed a private placement in January 2002 pursuant to which it raised $450,000, net of offering costs and currently has an ongoing private placement in effect which has raised $29,400 to date; however, the Company will need to raise additional funds in order to fully execute its 2002 Plan. The Company is presently negotiating with human health and animal health commercial development partners in various regions of the world including the United States, Canada and Europe. The Company believes that one or more of these agreements will be executed during 2002. These agreements could generally include provisions for the commercial partner to pay ABI a technology access fee, could include payments for a portion of the clinical trial expenses, could include payment obligations to ABI upon the accomplishment of certain defined tasks and/or could provide for payments relating to the future sales of commercial product. These agreements could be an important source of funds for ABI. However, there can be no assurance that the Company will be successful in obtaining additional funding from either human health and animal health commercial development partners or private investors. If the Company is not successful in raising additional funds, it will need to significantly curtail clinical trial expenditures and to further reduce staff and administrative expenses and may be forced to cease operations. FORWARD-LOOKING STATEMENTS Certain statements made in this Plan of Operations and elsewhere in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance, achievements, costs or expenses and may contain words such as "believe," "anticipate," "expect," "estimate," "project," "budget," or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission, including Forms 8-K, 10-QSB and 10-KSB and include among others the following: promulgation and implementation of regulations by the U.S. Food and Drug Administration ("FDA"); promulgation and implementation of regulations by foreign governmental instrumentalities with functions similar to those of the FDA; costs of research and development and clinical trials, including without limitation, costs of clinical supplies, 9 packaging and inserts, patient recruitment, trial monitoring, trial evaluation and publication; and possible difficulties in enrolling a sufficient number of qualified patients for certain clinical trials. The Company is also dependent upon a broad range of general economic and financial risks, such as possible increases in the costs of employing and/or retaining qualified personnel and consultants and possible inflation which might affect the Company's ability to remain within its budget forecasts. The principal uncertainties to which the Company is presently subject are its ability to raise operating capital, uncertainties regarding the terms and timing of one or more commercial partner agreements and its ability to continue as a going concern. The risks cited here are not exhaustive. Other sections of this report may include additional factors which could adversely impact the Company's business and future prospects. Moreover, the Company is engaged in a very competitive and rapidly changing industry. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those projected in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future events. ITEM 3. CONTROLS AND PROCEDURES Based on the evaluation by Dr. Joseph M. Cummins, chief executive officer and chief financial officer of the company, of the effectiveness of the company's disclosure controls and procedures conducted as of a date within 90 days of the filing date of this quarterly report, Dr. Cummins concluded that, as of the evaluation date, (i) there were no significant deficiencies or material weaknesses of the company's disclosure controls and procedures, (ii) there were no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation date, and (iii) no corrective actions were required to be taken. PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. The Company's common stock is currently traded on the Over the Counter Bulletin Board. The Company sold 1,069,667 shares of its voting common stock in January, August and September 2002 to six investors, raising an aggregate of $475,080, as follows: 10
NUMBER OF PROCEEDS TO DATE SHARES SOLD COMPANY ---- ----------- ----------- January 25, 2002 1,000,000 $450,000 August 16, 2002 11,111 $4,000 September 16, 2002 3,000 $1,080 September 23, 2002 41,667 $15,000 September 25, 2002 13,889 $5,000 --------- -------- Total 1,069,667 $475,080
There was no principal underwriter for the offering. The offering was conducted in accordance with Regulation D promulgated under the Securities Act of 1933 (the "Act"). The offering was not registered, in reliance upon the exemption afforded by Rule 506 of Regulation D, promulgated under the Act, and a notice on Form D was timely filed with the Securities and Exchange Commission. The total offering price of the securities sold was $525,080, and after deducting selling commission of $45,000 paid to First Island Capital, Inc., and other offering costs of $5,000, in connection with the January 25, 2002 sale; the total net amount available to the Company was $475,080. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a. Exhibits: None b. Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended September 30, 2002. 11 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMARILLO BIOSCIENCES, INC. Date: November 13, 2002 By: /s/ Joseph M. Cummins -------------------------------------- Joseph M. Cummins President, Chief Executive Officer and Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amarillo Biosciences, Inc. on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Date: November 13, 2002 By: /s/ Joseph M. Cummins ---------------------------------------- Joseph M. Cummins President, Chief Executive Officer and Chief Financial Officer 12 FORM OF CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CERTIFICATION I, Joseph M. Cummins, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Amarillo Biosciences, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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. I am 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 of 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. As the registrant's certifying officer I have disclosed, based on the most recent evaluation, to the registrant's auditors and the audit committee of the 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. 6. 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: November 13, 2002 /s/ Joseph M. Cummins -------------------------------------------- Name: Joseph M. Cummins Title: President and Chief Executive Officer and Chief Financial Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----