-----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, R31lIAvKq9i3slqew59grr0OShyHDl9dQojaGiTUB6uuWg1uGpk5T70uHNOv4j9k BozL6MRXos/zOcW8yU4iBg== 0001170918-04-000311.txt : 20040428 0001170918-04-000311.hdr.sgml : 20040428 20040428155759 ACCESSION NUMBER: 0001170918-04-000311 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XTRANA INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14257 FILM NUMBER: 04760628 BUSINESS ADDRESS: STREET 1: PO BOX 668 CITY: SEDALIA STATE: CO ZIP: 80135 BUSINESS PHONE: 3034664424 MAIL ADDRESS: STREET 1: PO BOX 668 CITY: SEDALIA STATE: CO ZIP: 80135 FORMER COMPANY: FORMER CONFORMED NAME: BIOPOOL INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 10KSB/A 1 fm10ksba.txt 10-KSB 2003 AMENDMENT NO. 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-KSB/A [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 COMMISSION FILE NUMBER 001-14257 XTRANA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 58-1729436 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. BOX 668, SEDALIA, COLORADO 80135 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number (including area code) (303) 466-4424 Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: TITLE OF EACH CLASS Common Stock, par value $.01 per share Common Stock Purchase Rights - -------------------------------------------------------------------------------- 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. [X] Yes [_] No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State Issuer's revenues for its most recent fiscal year: $1,191,000. The aggregate market value of Xtrana, Inc. Common Stock, $.01 par value, held by non affiliates, computed by reference to the average of the closing bid and asked prices as reported by OTCBB on December 31, 2003, was $1,938,992. Number of shares of Common Stock of Xtrana, Inc., $.01 par value, issued and outstanding as of February 8, 2004: 16,533,269. Transitional Small Business Disclosure Format (Check one): Yes [_]; No [X] ================================================================================ AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-KSB FILED BY XTRANA, INC. ON MARCH 19, 2004 The following Items amend the Annual Report on Form 10-KSB filed by Xtrana, Inc. (the "Company") on March 19, 2004 (the "Form 10-KSB"), as permitted by the rules and regulations promulgated by the Securities and Exchange Commission. The Form 10-KSB is hereby amended to insert those Items as set forth herein. All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Form 10-KSB. PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT INFORMATION WITH RESPECT TO EACH DIRECTOR, NOMINEE AND CERTAIN OFFICERS. The following table sets forth certain information with respect to each director, nominee and executive officer of the Company as of April 23, 2004.
DIRECTOR/ OFFICER NAME AGE POSITION SINCE - ---------------------- --- ----------------------------------------- --------- Michael D. Bick, Ph.D. 59 Chairman of the Board, Director 1991 James H. Chamberlain 56 Interim Chief Executive Officer and Chief Financial Officer and Director 1998 John C. Gerdes, Ph.D. 55 Chief Scientific Officer and Director 2000 Douglas L. Ayer 66 Director 1993 N. Price Paschall 55 Director 1997 James B. Mahony 54 Director 2002
All officers are appointed by and serve at the discretion of the Board of Directors. There are no family relationships between any directors or officers of the Company. MICHAEL D. BICK, PH.D. was elected Chief Executive Officer in August 1991, Chairman of the Board in July 1993 and President in January 1996. Subsequent to the Company's merger with Biopool International, Inc. ("Biopool") in August 2000 (the "Merger"), Dr. Bick retired as Chief Executive Officer and President. In 1988, Dr. Bick founded the Company's former subsidiary, MeDiTech, and was President and Chief Executive Officer thereof until it was acquired by Biopool in January 1992. Prior to that date, he was co-founder and president of a privately held medical device firm for ten years. Dr. Bick received a Ph.D. in molecular biology from the University of Southern California in 1971 and was affiliated with the Harvard Medical School and Children's Hospital Medical Center in Boston carrying out research in human genetics from 1971 to 1974. Dr. Bick was a staff member of the Roche Institute of Molecular Biology from 1974 to 1978. Dr. Bick currently serves on the Board of Counselors of the School of Pharmacy, University of Southern California. Dr. Bick is also on the Board of Directors of Biotech.com, a privately held company that supplies goods and services to the biotech/biopharma industry. JAMES H. CHAMBERLAIN was appointed Interim Chief Executive Officer and Chief Financial Officer of the Company in March 2004, and has served on the Board of Directors since 1998. Mr. Chamberlain was the founder of BioSource International, Inc., a California-based, Nasdaq National Market System company dedicated to the research, development, manufacturing, and marketing of biomedical products to the diagnostic and research markets. 2 Mr. Chamberlain founded BioSource in 1989, and retired as a director of BioSource and as its Chairman, President, and Chief Executive Officer in 2000. Prior to BioSource, Mr. Chamberlain was the Manager of Business Development for Amgen, Inc. Mr. Chamberlain also serves on the Board of Directors of EcoSoil Systems, Inc., an agricultural biotechnology firm. Mr. Chamberlain received a B.S. degree in biology and chemistry from West Virginia University in 1969 and completed an MBA Executive Program at Pepperdine University in 1981. JOHN C. GERDES, PH.D. became a director and the Chief Scientific Officer concurrent with the Company's merger with Biopool in 2000. In 2003, Dr. Gerdes resigned as a director of the Company due, in part, to his desire to submit an offer for the purchase of the Company's intellectual property. Dr. Gerdes was reappointed to the Company's Board of Directors in March 2004. In 1996, he conceived of a unique point of care approach for DNA diagnostics, the development of which resulted in the formation of Xtrana. From 1988 to 1998, he was the Director of Paternity Analysis and Clinical Director at IAD where he supervised clinical testing and introduced PCR and other nucleic acid based clinical tests. He has twenty-one publications primarily focused on molecular methods of virus detection. He has recently filed four patents that provide the technical foundation of the Xtrana business plan. Dr. Gerdes received a B.S. in Microbiology from the University of Wyoming in 1970, and a Ph.D. in Microbial Genetics from the University of California at Los Angeles (UCLA) in 1974. After completing a four-year post-doctoral fellowship in Virology, again at UCLA, he spent four years as an assistant professor at the University of Colorado Health Sciences Center in Denver before accepting a position at Immunological Associates of Denver (IAD), a specialty reference testing laboratory. DOUGLAS L. AYER has served as a member of the Board of Directors since 1993. Mr. Ayer is currently President and Managing Partner of International Capital Partners of Stamford, CT. Mr. Ayer was previously Chairman and Chief Executive Officer of Cametrics, a manufacturer of precision metal components, and has held executive positions at Paine Webber and McKinsey & Co., Inc. Mr. Ayer also serves as a director of a number of private companies, largely in the information technology sector. N. PRICE PASCHALL has served as a member of the Board of Directors since 1997. Mr. Paschall is the founder and Managing Partner of Context Capital Group (formerly HealthCare Capital Advisors) since 1993. Context Capital Group provides merger and acquisition advice to middle market companies, focusing on the medical service industry. Prior to Context Capital Group, Mr. Paschall was a Vice Chairman and founder of Shea, Paschall and Powell-Hambros Bank (SPP Hambros & Co.), a firm specializing in mergers and acquisitions. Mr. Paschall holds a degree in business administration from California Polytechnic University in Pomona. Since 1994, Mr. Paschall has served on the Board of Directors and provided certain corporate financial services to Advanced Materials Group, a manufacturer and fabricator of specialty foams, foils, films and pressure-sensitive adhesive components. JAMES B. MAHONY PH.D. has served as a member of the Board of Directors since 2002. Dr. Mahony began his career with the University of Toronto's Department of Microbiology and Parasitology, and has held numerous positions with McMaster University, including serving as the Director of the University's Regional Virology and Chlamydiology Laboratory at St. Joseph's Hospital. Dr. Mahony has authored 140 publications, many of which deal with either chlamydia or gonorrhea. He has also published 49 articles in books, several discussing sexually transmitted diseases and chlamydia. His laboratory frequently conducts and publishes validation studies of new methods for detection of sexually transmitted disease infectious agents. Dr. Mahony is currently a Professor in the Department of Pathology and Molecular Medicine at McMaster University in Hamilton, Ontario, Canada, and also serves as a member of the Professional Staff of Hamilton Health Sciences Corporation, Laboratory Medicine. In addition, Dr. Mahony is President Elect of the Pan American Society of Clinical Virology. AUDIT COMMITTEE FINANCIAL EXPERT The Audit Committee currently consists of Messrs. Ayer, Paschall and Bick. The Board of Directors has determined that Mr. Ayer is an audit committee financial expert, as defined in Item 401(e)(2) of Regulation S-B, and is "independent" within the meaning of Item 401(e)(1)(ii) of Regulation S-B. 3 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, requires our executive officers, directors, and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater-than-ten percent stockholders are required by Securities and Exchange Commission regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2003, all our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements. CODE OF ETHICS DISCLOSURE The Company has adopted a Code of Ethical Conduct which is applicable to all of its officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. A copy of the Code of Ethical Conduct is filed as an exhibit to this Amendment to Annual Report on Form 10-KSB. ITEM 10. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION The following tables set forth certain information as to the Company's Chairman, Chief Executive Officer and Chief Financial Officer and Chief Scientific Officer (the "Named Executive Officers"). No other executive officer of the Company had compensation in excess of $100,000 during the period: SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION SECURITIES ------------------------------- UNDERLYING NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS - --------------------------- ---- ------- ------- --------- ---------- Michael D. Bick, Ph.D. 2003 89,100 -- 15,818 -- Chairman of the Board 2002 140,400 -- 9,600 55,000 2001 140,400 -- 9,600 -- Timothy J. Dahltorp (2) 2003 200,000 -- -- -- Chief Executive Officer 2002 200,000 20,000 4,042 -- 2001 184,898 20,000 -- 200,000 John C. Gerdes, Ph.D. 2003 145,600 -- -- -- Chief Scientific Officer 2002 145,600 -- -- -- 2001 144,093 -- 2,882 -- - ---------- (1) Represents payment of a car allowance and contributions to the Company's 401(k) profit sharing plan. Dr. Bick's other compensation for 2003 includes $6,000 for director fees. (2) Mr. Dahltorp resigned from the Company, effective as of March 19, 2004. OPTION GRANTS IN LAST FISCAL YEAR No stock options grants were made to the Named Executive Officers during the fiscal year ended December 31, 2003. 4 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth, for each of the Named Executive Officers, certain information regarding the number of shares of common stock underlying stock options held at fiscal year-end and the value of options held at fiscal year-end based upon the last reported sales price of the underlying securities on the OTC Bulletin Board ($0.12 per share) on December 31, 2003, the last trading day during 2003, as reported by the OTC Bulletin Board. No options were exercised by the Named Executive Officers during fiscal 2003.
VALUE OF UNEXERCISED NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY AT YEAR-END OPTIONS AT YEAR-END(1) ----------------------------- --------------------------- NAME EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE - ------------------------- ----------------------------- --------------------------- Michael D. Bick, Ph.D.... 67,499 / 2,501 $ 0 / 0 Timothy J. Dahltorp (2).. 340,411 / 159,589 0 / 0 John C. Gerdes, Ph.D..... 0/0 --/-- - ---------- (1) Determined as the difference between the closing trade price on December 31, 2003 ($0.12/share) and the aggregate price of the options covering such shares. (2) Mr. Dahltorp resigned from the Company effective March 19, 2004. All unexercised options held by Mr. Dahltorp will terminate 90 days following the date of his resignation.
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS In March 2004, we entered into a consulting agreement with James H. Chamberlain, pursuant to which Mr. Chamberlain agreed to serve as our interim Chief Executive Officer and interim Chief Financial Officer. The term of the agreement is six months or, if earlier, until the closing of a merger transaction. In exchange for these services, we agreed to pay Mr. Chamberlain $30,000, payable in equal monthly installments during the term of the agreement. In February 2002, the Company entered into an executive employment agreement with John C. Gerdes, Ph.D. Under the agreement, Dr. Gerdes will serve as Chief Scientific Officer of the Company for a period of 3 years. The agreement provides for a base salary of $145,600 per year, plus annual incentive compensation as determined by the Compensation Committee of the Board of Directors. The agreement also provides for severance of up to 90 days base salary if the agreement is terminated by the Company under certain conditions. In August 2001, we entered into an executive employment agreement with Timothy J. Dahltorp. Pursuant to this agreement, Mr. Dahltorp agreed to serve as our Chief Executive Officer and Chief Financial Officer for a period of 3 years. The agreement provided for a base salary of $200,000 per year, plus annual incentive compensation as determined by the Compensation Committee of the Board of Directors. The agreement also provided for severance of up to one year's base salary if the agreement is terminated by us without cause or by Mr. Dahltorp upon a change in control. Pursuant to the employment agreement, our entering into the Assignment Agreement with Applera constituted a "change of control" and, in accordance with the terms of the Agreement, Mr. Dahltorp terminated the employment agreement effective as of March 19, 2004. As a result, we will be obligated to continue to pay Mr. Dahltorp his base salary of $200,000 for a period of 12 months following such termination. COMPENSATION OF DIRECTORS Non-employee directors receive $6,000 per calendar year, plus $1,250 for each in person Board of Directors meeting attended and $250 for each telephonic Board of Directors meeting attended. The Company 5 pays all out-of-pocket fees of attendance. In addition, although no options were granted to directors in fiscal 2003, the Company has a policy that non-employee directors receive non-qualified stock options to purchase 15,000 shares of the Company's common stock per year. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS BENEFICIAL OWNERSHIP OF COMMON STOCK The following table sets forth as of April 20, 2004, certain information regarding the ownership of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the address of each person shown is c/o Xtrana, 590 Burbank Street, Suite 205, Broomfield, Colorado 80020. References to options to purchase common stock are either currently exercisable or will be exercisable within 60 days of April 20, 2004. NUMBER OF SHARES PERCENT OF CLASS BENEFICIALLY OWNED BENEFICIALLY OWNED (1) (2) ------------------ ------------------ DIRECTORS: John C. Gerdes, Ph.D................ 1,430,068 8.6% Michael D. Bick, Ph.D............... 1,091,699 (3) 6.6% N. Price Paschall................... 460,000 (4) 2.7% Douglas Ayer........................ 332,884 (5) 2.0% James H. Chamberlain................ 174,000 (6) 1.0% James Mahoney, Ph.D................. 110,000 (5) * 5% HOLDERS: Jack Wheeler........................ 1,147,025 6.9% Diane Kozwich....................... 1,130,495 6.8% All directors and executive officers as a group (six persons) 3,598,651 (7) 20.4% - ---------- * Less than 1%. (1) Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding at April 20, 2004. (2) Percentage ownership is based on 16,533,269 shares of common stock outstanding as of April 20, 2004. 6 (3) Includes 68,749 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 20, 2004, and 1,022,950 shares held in the Bick Family Trust. (4) Includes 275,000 shares of common stock subject to currently exercisable warrants and 185,000 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 20, 2004. (5) Consists of shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 20, 2004. (6) Includes 170,000 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 20, 2004. (7) Includes 866,633 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 20, 2004, and 275,000 shares of common stock subject to currently exercisable warrants. The information as to shares beneficially owned has been individually furnished by the respective directors, named executive officers, and other stockholders of the company, or taken from documents filed with the Securities and Exchange Commission. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN. The following table sets forth certain information regarding our equity compensation plans as of December 31, 2003.
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE EXERCISE NUMBER OF SECURITIES BE ISSUED UPON EXERCISE PRICE OF OUTSTANDING REMAINING AVAILABLE FOR OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND FUTURE ISSUANCE UNDER EQUITY WARRANTS AND RIGHTS RIGHTS COMPENSATION PLANS - ----------------------- ----------------------- ------------------------- ---------------------------- Equity compensation plans approved by security holders....... 1,689,047 $0.82 2,257,587 Equity compensation plans not approved by security holders....... 684,755 $0.91 -- Total.................. 2,373,802 $0.85 2,257,587
As of December 31, 2003, we had 684,755 warrants to purchase common stock outstanding, which are shown in the table above as equity compensation plans not approved by security holders. These warrants are exercisable for prices ranging from $0.01 to $1.875 with a weighted average exercise price of $0.9105 per share. The weighted average remaining contractual life of these warrants at December 31, 2003, was 3.9 years. These warrants have expiration dates ranging from 2004 to 2011. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There are no proposed transactions or series of related transactions, nor were there any transactions or series of related transactions during fiscal 2002 and 2003, to which the Company was a party, in which the amount involved exceeded or will exceed $60,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Listing of Exhibits EXHIBIT NO. 2.1 Assignment Agreement dated January 24, 2004 between the Company and Applera Corporation, though its Applied Biosystems Group. * 3.1 Certificate of Incorporation. (1) 3.2 Bylaws. (1) 4.1 Shareholder Rights Plan. (3) 7 10.1 Executive Employment Agreement of Michael D. Bick, Ph.D. (4) 10.2 1993 Stock Incentive Plan. (2) 10.3 2000 Stock Incentive Plan. (5) 10.4 Lease Agreement - Broomfield, Colorado. (6) 10.4.1 Lease Addendum Two for Modification of Rent and Early Termination of Lease dated November 11, 2003 between the Company and James M. Roswell d/b/a Burbank East Business Park. * 10.4.2 Lease Addendum Three for Modification of Rent and Early Termination of Lease dated February 12, 2004 between the Company and James M. Roswell d/b/a Burbank East Business Park. * 14.1 Code of Ethical Conduct. 23.1 Consent of Independent Auditors. * 24.1 Power of Attorney. * 31.1 Certificate of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certificate of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b). * Previously filed on Form 10-KSB. (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-20584). (2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (3) Incorporated by reference to Registrant's Form 8-A filed June 26, 1998. (4) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. (5) Incorporated by reference to Registrant's Definitive Proxy Statement filed on June 23, 2000. (6) Incorporated by reference to Registrant's Form 8-K filed January 25, 2001. (b) Reports on Form 8-K filed during the fourth quarter of 2003: None 8 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Xtrana, Inc. Date: April 28, 2004 BY: /S/ JAMES H. CHAMBERLAIN ---------------------------------------- James H. Chamberlain Chief Executive Officer and Chief Financial Officer In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /S/ MICHAEL D. BICK Chairman of the Board April 28, 2004 - ------------------------- of Directors Michael D. Bick, Ph.D. /S/ JAMES H. CHAMBERLAIN Chief Executive Officer, April 28, 2004 - ------------------------- Chief Financial Officer James H. Chamberlain and Director * Director April 28, 2004 - ------------------------- Douglas L. Ayer * Director April 28, 2004 - ------------------------- N. Price Paschall * Director April 28, 2004 - ------------------------- John C. Gerdes, Ph.D. * Director April 28, 2004 - ------------------------- James Mahony, Ph.D. * By: /S/ JAMES H. CHAMBERLAIN ----------------------------- James H. Chamberlain As Attorney-In-Fact 9 EX-14 2 ex14-1.txt EX-14.1 EXHIBIT 14.1 XTRANA, INC. CODE OF ETHICAL CONDUCT Xtrana, Inc. (the "COMPANY") is committed to conducting its business on a high ethical plane based on honesty, integrity, and fair commercial competition. This Code of Ethical Conduct applies to all directors, officers and employees (with all three groups being referred to as "EMPLOYEES") of the Company and is intended to provide a clear understanding of the ethical principles of business conduct expected of each employee. Compliance with these standards is vital to the integrity and continued well being of our business and our employees. Our code is designed to embody rules regarding individual and peer responsibilities, as well as responsibilities to our employees, customers, suppliers, shareholders, the public and other stakeholders, and includes our goals in furthering: 1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. The avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in this Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; 3. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company; 4. Compliance with applicable governmental laws, rules and regulations; 5. The prompt internal reporting to an appropriate person or persons of any violations of the Code; and 6. Accountability for adherence to the Code. Today, all corporations are under high levels of scrutiny and are held to increasingly higher levels of accountability. As a result, the Board of Directors has reaffirmed its strong commitment that Company business practices be conducted in accordance with the highest professional, ethical, legal and moral standards. This Code outlines the broad principles of legal and ethical business conduct embraced by the Company. It is not a complete list of legal or ethical questions an employee might face in the course of business, and therefore, this code must be applied using common sense and good judgment. Additionally, under certain circumstances local country law may establish requirements that differ from this code. Company employees worldwide are expected to comply with all local country laws and Company business conduct policies in the area in which they are conducting Company business. Please read the Code of Ethical Conduct carefully. We are confident that each of us will comply with the Code and thereby help maintain our reputation for the highest standards of business integrity. OVERALL ETHICAL CONDUCT BUSINESS ETHICS It is essential that we all keep an eye out for possible infringements of the Company's business ethics - whether these infringements occur in dealings with the government or the private sector, and whether they occur because of oversight or intention. Company employees who have knowledge of possible violations should notify Company personnel in the Human Resources or Finance Departments. To assist employees in the day-to-day protection of our business ethics, we've compiled a list of some areas where breaches may occur: o Improper or excessive payments of any of the following: o Employee bonuses or compensation agreements o Consulting fees o Director & officer payments o Miscellaneous expenses o Insurance premiums o Nondeductible expenses o Employee loans o Public relations fees o Legal fees o Commissions o Other professional fees o Expense reports o Questionable payments to agents, consultants, or professionals whose backgrounds have not been adequately investigated, who do not have signed contracts or letters of engagement, or whose association with the Company would be embarrassing if exposed; o Payroll-related expenditures, bonuses, awards, and non-cash gifts given to or by the Company employees without proper approval and adequate documentation; o Payments made in cash or checks drawn to Cash or Bearer or bank accounts/property titles not in the Company's name; o Transfers to or deposits in the bank account of an individual, rather than in the account of the company with which we are doing business; o Billings made higher or lower than normal prices for fees, at a customer's request; 2 o Any large, abnormal, unexplained, or individually approved contracts, or expenditures made without review of supporting documentation; o Unusual transactions occurring with nonfunctional, inactive, or shell subsidiaries or undisclosed or unrecorded assets or liabilities; o Use of unethical or questionable means to obtain information, including information about competitors, information concerning government acquisition plans, or any procurement decision or action; o An employment, consulting, or business relationship between a Company employee and another company, especially in the same or related business; and o Frequent trading (buying and selling over short intervals) in Company stock or the stock of a company with which we do business. These are examples of possible infringements that Company employees need to avoid. Employees should feel free to discuss any concerns about this policy with their manager, HR representative or other management. CONFLICTS OF INTEREST Employees are expected to make or participate in business decisions and actions in the course of their employment with the Company based on the best interests of the company as a whole, and not based on personal relationships or benefits. Conflicts of interest can compromise employees' business ethics. Employees are expected to apply sound judgment to avoid conflicts of interest that could negatively affect the Company or its business. At the Company, a conflict of interest is any activity that is inconsistent with or opposed to the Company's interests, or gives the appearance of impropriety. Employees should avoid any relationship that would cause a conflict of interest with their duties and responsibilities at the Company. Employees are expected to disclose to us any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business. Waivers of conflicts of interest involving executive officers require the approval of the Board of Directors or an appropriate committee. Members of the Company's Board of Directors have a special responsibility because our Directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, Directors are expected to disclose to their fellow Directors any personal interest they may have in a transaction upon which the Board passes and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of the Company. Set forth below is specific guidance for some areas of potential conflicts of interest that require special attention. It is not possible to list all conflicts of interest. These are examples of the types of conflicts of interest that the Company employees are 3 expected to avoid. Ultimately, it's the responsibility of each individual to avoid any situation that could appear to be a conflict of interest. Employees are urged to discuss any potential conflicts of interest with their manager, HR Representative, or other management. INTEREST IN OTHER BUSINESSES. Company employees and members of their immediate families must avoid any direct or indirect financial relationship with other business that could cause divided loyalty. OUTSIDE DIRECTORSHIPS. The Company encourages its employees to be active in industry and civic associations, including membership in other companies' Boards of Directors. Employees who serve on outside boards of a profit making organization are required, prior to acceptance, to obtain written approval from the Audit Committee. As a rule, employees may not accept a position as an outside director of any current or likely competitor of the Company. Furthermore, in the absence of an overriding benefit to the Company and a procedure to avoid any financial conflict (such as refusal of compensation and recusal from involvement in the other company's relationship with the Company), approval is likely to be denied where the Company employee either directly or through people in his or her chain of command has responsibility to affect or implement the Company's business relationship with the other company. Approval of a position as a director of a company that supports or promotes a competitor's products or services is also likely to be denied. If the committee approves an outside directorship, employees may keep compensation earned from that directorship unless the terms of the committee's approval state otherwise. Generally, however, employees may not receive any form of compensation (including stock options, IPO stock or cash) for service on a board of directors of a company if the service is at the request of the Company or in connection with the Company's investment in, or a significant relationship exists with, that company and the directorship is as a consequence or in connection with that relationship. Any company that is a vendor, supplier, partner or customer of the Company has a "relationship" with the Company. "Significant" is broadly defined to include a sole-source vendor/supplier, or one in which the Company is responsible for generating five percent or more of the outside company's revenues. When membership on a Board of Directors is other than at the Company's request, and even if no compensation is received, a potential for conflict of interest exists, and therefore the Company employee is expected to recuse him- or herself from any involvement in the Company's relationship with that outside company. It is therefore important that Company employees recognize that their membership should be an opportunity to provide expertise and to broaden their own experience, but they should not be put in a position where the other company expects to use the person's board membership as a way to get access or to influence Company decisions. The Company may at any time rescind prior approvals in order to avoid a conflict or appearance of a conflict of interest for any reason deemed to be in the best interests of the Company. In addition, the Company will periodically conduct an inquiry of employees to determine the status of their membership on outside boards. 4 INVESTMENTS IN PUBLIC COMPANIES. Passive investments of not more than one percent of total outstanding shares of companies listed on a national or international securities exchange, or quoted daily by NASDAQ or any other board, are permitted without the Company's approval - provided the investment is not so large financially either in absolute dollars or percentage of the individual's total investment portfolio that it creates the appearance of a conflict of interest. Any such investment must not involve the use of confidential "inside" or proprietary information, such as confidential information that might have been learned about the other company on account of the Company's relationship with the other company. Investments in diversified publicly traded mutual funds are not deemed subject to these conflict of interest guidelines, provided confidentiality requirements are observed. INVESTMENTS IN PRIVATE COMPANIES. Company employees will occasionally find themselves in a position to invest in the Company's partners or customers. It is imperative that employees presented with such opportunities understand the potential conflict of interest that may occur in these circumstances. Company employees must always serve our shareholders first. Investing in other companies that the Company has an actual or potential business relationship with may not be in our shareholders' best interests. The following guidelines are intended to cover such circumstances: Company employees may not invest in privately held companies that are the Company's customers, partners or suppliers without disclosure to the Company. Where the employee either directly or through people in his/her chain of command has responsibility to affect or implement the Company's relationship with the other company, approval of the Company is required; however, in such cases approval is likely to be denied. Such situations may put the Company employee in a conflict of interest between furthering their personal interests versus the interests of the Company, hence the likelihood of denial. Employees in those circumstances should not invest in the company in question. If an investment is made and/or approval is granted, and the employee subsequently finds him or herself in a potentially conflicted position due to his or her job responsibilities or those of others in his or her chain of command, the Company employee is expected to recuse him- or herself from any involvement in the Company's relationship with that other company. (If the conflict is so fundamental as to undermine the employee's ability to undertake an important job activity, a discussion of possible divestiture may be required). Furthermore, with respect to any investment or financial interest in a third party, employees should be extremely cautious to avoid activities such as recommending or introducing the other company to other parts of our Company's organization unless there is a clear disclosure of the financial interest. If an employee happens to have an investment in a company and transitions into a role that would place him/her in a conflict of interest position (such as those described above), the employee should disclose the situation in writing to his/her manager and HR Representative. Efforts will be made to resolve the situation equitably on a case-by-case basis. 5 Where the Company has made an investment in another company, permission must be obtained before an employee invests in that company. When a Company employee is placed on a board of directors or advisory board to represent the Company, such employee cannot make an investment in that other company without approval from our Board of Directors; and they may not receive compensation for such participation at the Company's request. INVENTIONS, BOOKS, AND PUBLICATIONS. Company employees must receive written permission from the Company before developing, outside of the Company, any products or intellectual property that is or may be related to the Company's current or potential business. PROPER PAYMENT. All Company employees should pay for and receive only that which is proper. Company employees should not make payments or promises to influence another's acts or decisions, and Company employees must not give gifts beyond those extended in normal business. Company employees must observe all government restrictions on gifts and entertainment. Employees will not receive payments of any kind from Company customers. FAVORS, GIFTS, AND ENTERTAINMENT. Company employees and members of their families must not give or receive valuable gifts (including gifts of equipment or money, discounts, or favored personal treatment) to or from any person associated with the Company's vendors or customers. This includes accepting the opportunity to buy "directed shares" (also called "friends and family shares") from another company where the Company employee is now or is likely to become involved in the evaluation, recommendation, negotiation or approval of current or prospective business with that company. This is not intended to preclude the Company from receiving or evaluating appropriate complimentary products or services. Nor is it intended to preclude the Company from making a gift of equipment to a company or organization, provided that the gift is openly given, with full knowledge by the company or organization, and is consistent with applicable law. In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety. Gifts may only be given in accordance with applicable laws, including the U.S. Foreign Corrupt Practices Act. Advertising novelties, favors, and entertainment are allowed when the following conditions are met: o They are consistent with the Company's business practices; o They do not violate any applicable law, such as state and federal procurement laws and regulations; o They are of limited value ($50 or less); or o Public disclosure would not embarrass the Company. INDUSTRY ASSOCIATIONS. Membership on boards of industry associations generally do not present financial conflicts of interest. However, employees should be sensitive to 6 possible conflicts with the Company's business interests, if, for instance, the association takes a position adverse to the Company's interests or those of key customers. FINANCIAL OFFICER CODE OF ETHICS As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, employees may be called upon to provide information to assure that the Company's public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements. The Finance Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The Chief Executive Officer, Chief Financial Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the company as a whole that ensures the fair and timely reporting of the Company's financial results and condition. Because of this special role, the Chief Executive Officer, the Chief Financial Officer and all members of the Company's Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting the Code of Ethical Conduct, each agrees that he or she will: o Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships; o Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications; o Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies; o Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated; o Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage; 7 o Share knowledge and maintain skills important and relevant to stakeholder's needs; o Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community; o Achieve responsible use of and control over all assets and resources employed or entrusted; o Promptly report to the Chief Financial Officer and/or the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Ethical Conduct, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Violations of this Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact the Company's Vice President of Finance, at dlineberry@xtrana.com. You may also contact the Audit Committee of the Board of Directors at: o the Company's principal executive offices, Attention: Audit Committee, or o if you are concerned about maintaining anonymity, you may send correspondence to the following outside address: Xtrana, Inc., Audit Committee c/o Stubbs Alderton & Markiles, LLP 15821 Ventura Blvd., Suite 525 Encino, CA 91436 It is against the Company policy to retaliate against any employee for good faith reporting of violations of this Code. LAWS, REGULATIONS AND GOVERNMENT RELATED ACTIVITIES Violation of governing laws and regulations, whether in the United States or abroad, is both unethical and subjects the Company to significant risk in the form of fines, penalties and damaged reputation. It is expected that each employee will comply with applicable laws, regulations and corporate policies. Specific areas with which employees are expected to comply include: o Anti-Trust o Insider Trading o Foreign Corrupt Practices Act o Government Business o Political Contributions 8 o Using Third-Party Copyrighted Material o Export, Re-export and Transfer Policy o Customs Compliance for International Shipping ANTI-TRUST The economy of the United States, and of most nations in which the Company does business, is based on the principle that competition and profit will produce high-quality goods at fair prices. To ensure that this principle is played out in the marketplace, most countries have laws prohibiting certain business practices that could inhibit effective competition. The antitrust laws are broad and far-reaching. They touch upon and affect virtually all aspects of the Company's operations. The Company supports these laws not only because they are the law, but also because we believe in the free market and the idea that healthy competition is essential to our long-term success. The Company fully embraces all antitrust laws and avoids conduct that may even give the appearance of being questionable under those laws. Whether termed antitrust, competition, or free trade laws, the rules are designed to keep the marketplace thriving and competitive. In all cases where there is question or doubt about a particular activity or practice, employees should contact Company management before proceeding. INSIDER TRADING If an employee has material, non-public information relating to the Company, it is the Company's policy that neither the employee, nor any person related to the employee, may buy or sell securities of the Company or engage in any other action to take advantage of, or pass on to others, that information. This policy also applies to trading in the securities of any other company, including our customers or suppliers, if employees have material, non-public information about that company which the employee obtained in the course of their employment by the Company. Transactions that may be necessary or justifiable for independent reasons, including emergency expenditures and transactions planned before the employee learned the material information, are not exceptions. Even the appearance of an improper transaction must be avoided to prevent any potential risk to the Company or the individual trader. Violations of insider trading laws may be punishable by fines and/or imprisonment. Besides the obligation to refrain from trading while in possession of material, non-public information, employees are also prohibited from "tipping" others. The concept of unlawful tipping includes passing on information to friends or family members under circumstances that suggest that employees were trying to help them make a profit or avoid a loss. Besides being considered a form of insider trading, of course, tipping is also a serious breach of corporate confidentiality. For this reason, employees should be careful to avoid discussing sensitive information in any place (for instance, at lunch, on public transportation, in elevators) where others may hear such information. 9 In all cases, Company employees should refer to the Company's Insider Trading Policy for further information. FOREIGN CORRUPT PRACTICES ACT The Company requires full compliance with the Foreign Corrupt Practices Act ("FCPA") by all of its employees, consultants and agents. The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of: o Influencing any act, or failure to act, in the official capacity of that foreign official or party; or o Inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone. Payments, offers, promises or authorizations to pay any other person, U.S. or foreign, are likewise prohibited if any portion of that money or gift will be offered, given or promised to a foreign official or foreign political party or candidate for any of the illegal purposes outlined above. All the Company employees, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the company. Any action in violation of the FCPA is prohibited. All the Company employees who become aware of apparent FCPA violations should notify Company management immediately. Any question or uncertainty regarding compliance with this policy should be brought to the attention of Company management. POLITICAL CONTRIBUTIONS No Company assets - including employees' work time, use of the Company premises, use of Company equipment, or direct monetary payments - may be contributed to any political candidate, political actions committees (also known as, "PACS"), party, or ballot measure without the permission of the Board of Directors. Of course, the Company employees may participate in any political activities of their choice on an individual basis, with their own money and on their own time. USING THIRD-PARTY COPYRIGHTED MATERIAL Company employees may sometimes need to use third-party copyrighted material to perform their jobs. Before such third-party material may be used, appropriate authorization from the copyright holder must be obtained. The need for such permission 10 may exist whether or not the end product containing third-party material is for personal use or for the Company's internal or other use. It is against Company policy and it may be unlawful for any employee to copy, reproduce, scan, digitize, broadcast, or modify third-party copyrighted material when preparing Company products or promotional materials, unless written permission from the copyright holder has been obtained prior to the proposed use. Improper use could subject both the Company and the individuals involved to possible civil and criminal actions for copyright infringement. It is against Company policy for employees to use the Company's facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others. CUSTOMS COMPLIANCE FOR INTERNATIONAL SHIPPING The Company's policy is to comply fully with customs laws, regulations and policies in all countries where the Company does business. Accurate customs information on shipping documents is required for all international shipments. Employees should not initiate shipping documents outside approved automated shipping systems or non-production shipping group. PROPRIETARY INFORMATION Proprietary information is defined as information that was developed, created, or discovered by the company, or that became known by or was conveyed to the company, that has commercial value in the company's business. It includes but is not limited to software programs and subroutines, source and object code, trade secrets, copyrights, ideas, techniques, know-how, inventions (whether patentable or not), and any other information of any type relating to designs, configurations, toolings, schematics, master works, algorithms, flowcharts, circuits, works of authorship, formulae, mechanisms, research, manufacture, assembly, installation, marketing, pricing, customers, salaries and terms of compensation of Company employees, and costs or other financial data concerning any of the foregoing or the Company and its operations generally. The Company's business and business relationships center on the confidential and proprietary information of the Company and of those with whom we do business - customers, vendors, and others. Each employee has the duty to respect and protect the confidentiality of all such information. The use of confidential and proprietary information - whether the Company's or a third party's - is usually covered by a written agreement. In addition to the obligations imposed by that agreement, all employees should comply with the following requirements: o Confidential information should be received and disclosed only under the auspices of a written agreement o Confidential information should be disclosed only to those Company employees who need to access it to perform their jobs for the Company 11 o Confidential information of a third party should not be used or copied by any Company employee except as permitted by the third-party owner (this permission is usually specified in a written agreement) o Unsolicited third-party confidential information should be refused or, if inadvertently received by a Company employee, returned unopened to the third party or transferred to the finance department for appropriate disposition Employees must refrain from using any confidential information belonging to any former employers, and such information must never be brought to the Company or provided to other Company employees. 12 EX-31 3 ex31-1b.txt EX-31.1 EXHIBIT 31.1 CERTIFICATION OF CEO AND CFO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James H. Chamberlain, certify that: 1. I have reviewed this annual report on Form 10-KSB/A of Xtrana, Inc.; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: April 28, 2004 /S/ JAMES H. CHAMBERLAIN ------------------------------ James H. Chamberlain Chief Executive Officer and Chief Financial Officer EX-32 4 ex32-1b.txt EX-32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 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 filing of the Annual Report on Form 10-KSB/A for the Fiscal Year Ended December 31, 2003 (the "Report") by Xtrana, Inc. ("Registrant"), the undersigned hereby certifies that: 1. to the best of my knowledge, the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. to the best of my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant. Date: April 28, 2004 /S/ JAMES H. CHAMBERLAIN ------------------------------ James H. Chamberlain Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----