** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K/A**

 

| **ý****ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                   |
| **For the  Fiscal Year Ended December 31, 2002**                                                                                                                                                       |
|                                                                                                                                                                                                   |
| **o****TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                    |
|                                                                                                                                                                                                   |
| **For the Transition Period From                 to               ** |
|                                                                                                                                                                                                   |
| **Commission File No. 0-23553**                                                                                                                                                                        |

## *** ***

## ***PHOTOGEN TECHNOLOGIES, INC.***

(Exact name of Registrantas specified in its Charter)

 

**NEVADA**

(State or other jurisdiction of

incorporation or organization) 

**62-1742885**

(I.R.S. Employer Identification No.)

 

**140UNION SQUARE DRIVENEW HOPE, PA 18938**(Address of principal executive offices) (Zip Code)

 

**(215)862-6860**

(Registrant’s telephonenumber, including area code)

 

Securities registered pursuant to Section12(b) of the Act: **None**

 

Securities registered pursuant to Section12(g) of the Act: **common stock, par value $.001 per share**

 

Indicate by checkmark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes  ý  No o

 

Indicate by checkmark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained in this form, and no disclosurewill be contained, to the best of registrant’s knowledge, in definitive proxyor information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act).

 

Yes  o  No ý

 

The approximate aggregate market value of voting and non-voting commonstock held by non-affiliates computed as of June 28, 2002 and March 5**,**2003, based upon the last sale price ofthe common stock reported on the Nasdaq SmallCap Market was approximately$27,738,961 and $13,555,713, respectively. For purposes of this calculation only, the registrant has assumed thatits directors and executive officers, and any person known to the issuer tohold 10% or more of the outstanding common stock, are affiliates.

 

The number of shares outstanding of each of the registrant’s classes ofcommon stock, as of March 5, 2003:  **17,114,868**.

 

 

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PhotogenTechnologies, Inc. (“we,” “us,” or the “Company”) amends the ConsolidatedStatements of Cash Flows set forth in Item 8 of Part I of our Form 10-K for thefiscal year ended December 31, 2002 to correct a mathematical error in theamounts shown in the “Net cash used in continuing operating activities” lineitem under the heading “Cash Flows from Operating Activities.”  In addition, Item 14 of Part III and theExhibit Index are amended to reflect the filing of the certificates requiredpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  The amended Items are set forth below.

 

**ITEM 8. ****FINANCIAL STATEMENTS.**

** **

**PhotogenTechnologies, Inc.****ConsolidatedStatement of Cash Flows**

** **
|                                                              |   | **Year Ended    December 31,   2000** |        | **Year Ended    December 31,   2001** |       | **Year Ended    December 31,   2002** |       | **Cumulative    Amounts   From   November 3,   1996   (Inception) to   December 31,   2002** |          |
|-------------------------------------------------------------------|--------|---------------------------------------|-------------|---------------------------------------|------------|---------------------------------------|------------|----------------------------------------------------------------------------------------------|---------------|
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Cash Flows From Operating Activities**                          |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net income (loss)                                                 |   | $                                     | (10,787,062 | )                                     | $          | (9,723,016                            | )          | **$**                                                                                        | **348,119**   |   | $ | (28,745,194 | ) |
| Loss from discontinued  operations                                |   | 2,642,863                             |        | 2,909,820                             |       | **1,496,430**                         |       | 10,679,101                                                                                   |          |
| Depreciation and amortization                                     |   | 416,511                               |        | 442,191                               |       | **371,319**                           |       | 1,677,904                                                                                    |          |
| Loss (gain) on disposal of  equipment and leasehold improvements  |   | 43,041                                |        | (4,617                                | )          | **—**                            |       | 38,424                                                                                       |          |
| Gain on sale of marketable  securities                            |   | —                                |        | —                                |       | **—**                            |       | (18,503                                                                                      | )             |
| United States Treasury Notes amortization                         |   | (41,437                               | )           | (1,029                                | )          | **—**                            |       | 12,586                                                                                       |          |
| Gain on sale of therapeutic business                              |   | —                                |        | —                                |       | **(11,779,752**                       | )          | (11,779,752                                                                                  | )             |
| Stock option compensation                                         |   | 125,020                               |        | 64,729                                |       | **1,062,054**                         |       | 1,678,570                                                                                    |          |
| Beneficial inducement costs for convertible  notes                |   | —                                |        | —                                |       | **206,348**                           |       | 206,348                                                                                      |          |
| Issuance of warrants in exchange for  services rendered           |   | 2,191,262                             |        | 760,363                               |       | **322,000**                           |       | 4,317,091                                                                                    |          |
| Issuance of stock options in settlement of  lawsuit               |   | —                                |        | —                                |       | **806,415**                           |       | 806,415                                                                                      |          |
| Loss from investment in affiliate                                 |   | 1,203,392                             |        | 1,952,758                             |       | **3,452,837**                         |       | 6,915,016                                                                                    |          |
| Changes in operating assets and liabilities                       |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Prepaid expenses                                                  |   | 408,595                               |        | 152,340                               |       | **(663,538**                          | )          | (693,313                                                                                     | )             |
| Interest receivable                                               |   | (8,892                                | )           | 93,219                                |       | **—**                            |       | —                                                                                       |          |
| Accounts payable                                                  |   | (141,444                              | )           | (267,945                              | )          | **531,229**                           |       | 905,003                                                                                      |          |
| Accrued expenses                                                  |   | 579,452                               |        | (11,278                               | )          | **(298,465**                          | )          | 269,709                                                                                      |          |
| Accrued equipment lease                                           |   | —                                |        | 1,123,740                             |       | **10,237**                            |       | 1,133,977                                                                                    |          |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net cash used in continuing operating  activities                 |   | (3,368,699                            | )           | (2,508,725                            | )          | **(4,134,767**                        | )          | (12,596,618                                                                                  | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net cash used in discontinued operations                          |   | (2,642,863                            | )           | (2,909,820                            | )          | **(1,496,430**                        | )          | (10,679,101                                                                                  | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Cash Flows From  Investing Activities**                         |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Sale of marketable securities                                     |   | —                                |        | —                                |       | **—**                            |       | 2,164,464                                                                                    |          |
| Purchases of marketable securities                                |   | —                                |        | —                                |       | **—**                            |       | (2,182,967                                                                                   | )             |
| Purchases of United States Treasury Notes                         |   | (11,749,970                           | )           | (4,870,000                            | )          | **—**                            |       | (38,656,973                                                                                  | )             |
| Sales of United States Treasury Notes                             |   | 12,320,000                            |        | 9,815,000                             |       | **—**                            |       | 39,778,548                                                                                   |          |
| Purchase of equipment and leasehold  improvements                 |   | (516,186                              | )           | (45,938                               | )          | **—**                            |       | (636,877                                                                                     | )             |
| Proceeds from sale of equipment                                   |   | —                                |        | 145,551                               |       | **—**                            |       | 145,551                                                                                      |          |
| Costs to acquire patent                                           |   | (50,000                               | )           | —                                |       | **—**                            |       | (237,335                                                                                     | )             |
| Investment in and advances to affiliate                           |   | 93,548                                |        | (2,245,948                            | )          | **(650,609**                          | )          | (15,107,468                                                                                  | )             |
| Increase in note receivable                                       |   | —                                |        | —                                |       | **(1,255,000**                        | )          | (1,255,000                                                                                   | )             |
| Decrease in restricted cash                                       |   | 100,000                               |        | —                                |       | **—**                            |       | —                                                                                       |          |
| Decrease (increase) in deposit                                    |   | (500,000                              | )           | (14,383                               | )          | **100,000**                           |       | (443,753                                                                                     | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net cash (used in) provided by investing  activities              |   | (302,608                              | )           | 2,784,282                             |       | **(1,805,609**                        | )          | (16,431,810                                                                                  | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net cash used in investing activities of  discontinued operations |   | —                                |        | —                                |       | **—**                            |       | (1,306,676                                                                                   | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Cash Flows From Financing Activities**                          |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Principal payments on capital  leases                             |   | $                                     | (21,148     | )                                     | $          | (18,356                               | )          | $                                                                                            | —        |   | $ | (291,704 | ) |
| Net proceeds from issuance of equity                              |   | 5,276,340                             |        | 1,068,723                             | ** ** | **9,141,901**                         |       | 40,509,340                                                                                   |          |
| Proceeds from capital contributions by  shareholders              |   |                                  |        | —                                | ** ** | **—**                            |       | 1,911,674                                                                                    |          |
| Proceeds from issuance of debt                                    |   | —                                |        | 2,314,005                             | ** ** | **3,032,905**                         |       | 5,346,910                                                                                    |          |
| Cost of recapitalization                                          |   | —                                |        | —                                | ** ** | **—**                            |       | (371,111                                                                                     | )             |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| Net cash provided by financing activities                         |   | 5,255,192                             |        | 3,364,372                             | ** ** | **12,174,806**                        |       | 47,105,109                                                                                   |          |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Net Increase  (Decrease) in Cash and Cash Equivalents**         |   | (1,058,978                            | )           | 730,109                               | ** ** | **4,738,000**                         |       | 6,090,904                                                                                    |          |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Cash and Cash Equivalents, at beginning of  year**              |   | 1,681,773                             |        | 622,795                               | ** ** | **1,352,904**                         |       | —                                                                                       |          |
|                                                              |   |                                  |        |                                  |       |                                  |       |                                                                                         |          |
| **Cash and Cash Equivalents, at end of year**                     |   | $                                     | 622,795     |                                  | $          | 1,352,904                             | ** ** | **$**                                                                                        | **6,090,904** |   | $ | 6,090,904 |   |

 
| **Supplemental Schedule  of Noncash Investing and Financing Activities**                                                                                                                                       | ** ** |   | ** ** |   | ** ** |   | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------|------------|--------|------------|--------|------------|
| 2002                                                                                                                                                                                                           |
| Payments due on the accrued equipment lease were made through a  reduction in deposits due to the Company in the amount of $330,649.                                                                           |       |
|                                                                                                                                                                                                           |       |   |       |   |       |   |       |   |   |
| Debt of $5,346,910 and accrued interest of $235,577 were converted to  common stock.                                                                                                                           |       |
|                                                                                                                                                                                                           |       |   |       |   |       |   |       |   |   |
| Split-off of the therapeutic business which included equipment and  leasehold improvements of $516,567 and accounts payable of $70,000 in  exchange for the Company’s common stock valued at $12,226,319. |       |

 

*See accompanyingnotes to consolidated financial statements.*

 

2

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**ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.**

 

Exhibits.

 

The followingexhibits are added to this Form 10-K/A.

 
| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                         |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                    |
| 99.1            |   | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |
|            |   |                                                                                                                    |
| 99.2            |   | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

3

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**SIGNATURES**

** **

Pursuant tothe requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| Date:  | May 12, 2003 | Photogen Technologies,  Inc.         |
|--------|--------------|--------------------------------------|
|   |         | By:                             | /s/ Taffy J. Williams |   |
|   |         | Taffy J. Williams,  Ph.D., President |
|   |         | and Chief Executive  Officer         |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 
| **Signature**             |                          | **Title**                                           |   | **Date**                                         |   |
|---------------------------|-------------------------------|-----------------------------------------------------|--------|--------------------------------------------------|--------|
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Taffy J. Williams    |                                                |   | President, Chief Executive Officer and Director, |   | May 12, 2003 |   |
| Taffy J. Williams, Ph.D.  |                          | Chairman of the Board (principal executive officer) |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Brooks Boveroux           |                                                |   | Senior Vice President – Finance, Chief      |   | April 24, 2003 |   |
| Brooks Boveroux           |                          | Financial Officer, Secretary and Treasurer          |   |                                             |   |
|                      |                          | (principal financial and accounting officer)        |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Alan D. Watson            |                                                |   | Director                                         |   | April 24, 2003 |   |
| Alan D. Watson, Ph.D.     |                          |                                                |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Robert J. Weinstein, M.D. |                                                |   | Director                                         |   | April 22, 2003 |   |
| Robert J. Weinstein, M.D. |                          |                                                |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Lester H. McKeever, Jr.   |                                                |   | Director                                         |   | April 22, 2003 |   |
| Lester H. McKeever, Jr.   |                          |                                                |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ Gene Golub                |                                                |   | Director                                         |   | April 22, 2003 |   |
| Gene Golub                |                          |                                                |   |                                             |   |
|                      |                          |                                                |   |                                             |   |
| By:                       | /s/ William D. McPhee         |                                                |   | Director                                         |   | May 5, 2003 |   |
| William D. McPhee         |                          |                                                |   |                                             |   |
|                           |                               |                                                     |        |                                                  |        |  |  |  |

 

4

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**CERTIFICATION**

I, Taffy J. Williams, Ph.D., certify that:

 
| 1.                                       I  have reviewed this annual report on Form 10-K of Photogen Technologies, Inc.;                                                                                                                                                                                                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 2.                                       Based  on my knowledge, this annual 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 annual  report;                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 3.                                       Based  on my knowledge, the financial statements, and other financial information  included in this annual 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 annual report;                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 4.                                       The  registrant’s other certifying officer and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| a)             designed such  disclosure controls and procedures to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this annual report is being prepared;                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| b)            evaluated the  effectiveness of the registrant’s disclosure controls and procedures as of a  date within 90 days prior to the filing date of this annual report (the  “Evaluation Date”); and                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| c)             presented in this  quarterly report our conclusions about the effectiveness of the disclosure  controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 5.                                       The  registrant’s other certifying officer and I have disclosed, based on our most  recent evaluation, to the registrant’s auditors and the audit committee of  registrant’s board of directors (or persons performing the equivalent  function):                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| a)             all significant  deficiencies in the design or operation of internal controls which could  adversely affect the registrant’s ability to record, process, summarize and  report financial data and have identified for the registrant’s auditors any  material weaknesses in internal controls; and                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| b)            any fraud, whether  or not material, that involves management or other employees who have a  significant role in the registrant’s internal controls; and                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 6.                                       The  registrant’s other certifying officer and I have indicated in this annual  report whether or not there were significant changes in internal controls or  in other factors that could significantly affect internal controls subsequent  to the date of our most recent evaluation, including any corrective actions  with regard to significant deficiencies and material weaknesses. |

 
| Date:  May 12,2003 |   | /s/ Taffy J. Williams                 |   |
|-------------------------|--------|---------------------------------------|--------|
|                    |   | Taffy J. Williams                     |
|                    |   | President and Chief Executive Officer |

 

5

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**CERTIFICATION**

I, Brooks Boveroux, certify that:

 
| 1.                                       I  have reviewed this annual report on Form 10-K of Photogen Technologies, Inc.;                                                                                                                                                                                                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 2.                                       Based  on my knowledge, this annual 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 annual  report;                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 3.                                       Based  on my knowledge, the financial statements, and other financial information  included in this annual 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 annual report;                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 4.                                       The  registrant’s other certifying officer and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| a)             designed such  disclosure controls and procedures to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this annual report is being prepared;                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| b)            evaluated the  effectiveness of the registrant’s disclosure controls and procedures as of a  date within 90 days prior to the filing date of this annual report (the  “Evaluation Date”); and                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| c)             presented in this  quarterly report our conclusions about the effectiveness of the disclosure  controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 5.                                       The  registrant’s other certifying officer and I have disclosed, based on our most  recent evaluation, to the registrant’s auditors and the audit committee of  registrant’s board of directors (or persons performing the equivalent  function):                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| a)             all significant  deficiencies in the design or operation of internal controls which could  adversely affect the registrant’s ability to record, process, summarize and  report financial data and have identified for the registrant’s auditors any  material weaknesses in internal controls; and                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| b)            any fraud, whether  or not material, that involves management or other employees who have a  significant role in the registrant’s internal controls; and                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| 6.                                       The  registrant’s other certifying officer and I have indicated in this annual  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:  April 24, 2003 | /s/ Brooks Boveroux                                                               |
|----------------------------|-----------------------------------------------------------------------------------|
|                       | Brooks Boveroux                                                                   |
|                       | Chief Financial Officer, Treasurer, Secretary and Senior Vice  President- Finance |

 

6

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**EXHIBIT INDEX**

 

The followingexhibits are added to the Exhibit Index.

 
| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                         |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                    |
| *99.1           |   | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |
|            |   |                                                                                                                    |
| *99.2           |   | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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* Filed herewith.

 

7

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