##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-26825
 
 Northwest Biotherapeutics, Inc.
 Incorporated under the laws 
of the State of Delaware
    
    I.R.S. Employer Identification
No. 94-3306718
 18701  120th Avenue NE, Suite 101
Bothell, Washington 98011
(425) 608-3000
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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##### 



TABLE OF CONTENTS
 NORTHWEST BIOTHERAPEUTICS, INC.
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.   Financial Statements (unaudited)Condensed Balance Sheets (unaudited) as of December
31, 2006 and March 31, 2007
    
    
    3Condensed Statements of Operations (unaudited) for the three months ended
March 31, 2006 and 2007 and the period from March 18, 1996
(inception) to March 31, 2007
    
    
    4Condensed Statements of Cash Flows (unaudited) for the three months
ended March 31, 2006 and 2007 and the period from March 18, 1996 (inception)
to March 31, 2007
    
    
    5-6Notes to Condensed Financial Statements
    
    
    7-12Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13-16Item 3.   Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.   Controls and Procedures
    
    
    17PART II  OTHER INFORMATIONItem 1.   Legal Proceedings
    
    
    18Item 1A.   Risk Factors
    
    
    19-26Item 2.   Unregistered Sales of Securities and Use of Proceeds
    
    
    27Item 3.   Defaults Upon Senior Securities
    
    
    27Item 4.   Submission of Matters to a Vote of Security Holders
    
    
    27Item 5.   Other Information
    
    
    27Item 6.   Exhibits
    
    
    28SIGNATURES
    
    
    29INDEX TO EXHIBITS
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



Part I  Financial Information
 
 NORTHWEST BIOTHERAPEUTICS, INC.
 
 Balance Sheets
 December 31,
    
    
    March 31,2006
    
    
    2007AssetsCurrent assets:Cash
    
    $
    307
    
    
    $
    11Accounts receivable
    
    
    3
    
    
    
    Prepaid expenses and other current assets
    
    
    145
    
    
    
    276Total current assets
    
    
    455
    
    
    
    287Property and equipment:Laboratory equipment
    
    
    14
    
    
    
    25Office furniture and other equipment
    
    
    71
    
    
    
    8685
    
    
    
    111Less accumulated depreciation and amortization
    
    
    (70
    )
    
    
    (95
    )Property and equipment, net
    
    
    15
    
    
    
    16Restricted cash
    
    
    31
    
    
    
    31Deposit and other non-current assets
    
    
    3
    
    
    
    3Total assets
    
    $
    504
    
    
    $
    337Liabilities And Stockholders EquityCurrent Liabilities:Note payable to related parties, net of discount
    
    $
    2,505
    
    
    $
    3,635Current portion of capital lease obligations
    
    
    2
    
    
    
    1Accounts payable
    
    
    493
    
    
    
    805Accounts payable, related party
    
    
    2,852
    
    
    
    3,073Accrued expenses
    
    
    301
    
    
    
    420Accrued expense, related party
    
    
    300
    
    
    
    300Total current liabilities
    
    
    6,453
    
    
    
    8,234Stockholders equity:Preferred stock,
$0.001 par value;300,000,000 shares authorized at December 31, 2006 and March 2007Series A Preferred stock, 50,000,000
designated and 32,500,000 shares issued and
outstanding at December 31, 2006 and March 31, 2007
    
    
    33
    
    
    
    33Series A-1 Preferred stock, 10,000,000
designated and 4,816,863 shares issued and outstanding at December 31, 2006 and March 31, 2007
    
    
    5
    
    
    
    5Common stock, $0.001 par value; 800,000,000 shares
authorized and 65,241,286 shares issued and outstanding
at December 31, 2006 and March 31, 2007
    
    
    65
    
    
    
    65Additional paid-in capital
    
    
    78,033
    
    
    
    78,037Deficit accumulated during the development stage
    
    
    (84,085
    )
    
    
    (86,037
    )Total stockholders equity
    
    
    (5,949
    )
    
    
    (7,897
    )Total liabilities and stockholders equity
    
    $
    504
    
    
    $
    337
   3




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NORTHWEST BIOTHERAPEUTICS, INC.
 
 Statements of Operations
 Period fromMarch 18, 1996Three Months Ended
    
    
    (Inception) toMarch 31,
    
    
    March 31,2006
    
    
    2007
    
    
    2007Revenues:Research material sales
    
    $
    
    
    
    $
    
    
    
    $
    530Contract research and development from related parties
    
    
    
    
    
    
    
    
    
    
    1,128Research grants and other
    
    
    
    
    
    
    
    
    
    
    1,061Total revenues
    
    
    
    
    
    
    
    
    
    
    2,719Operating expenses:Cost of research material sales
    
    
    
    
    
    
    
    
    
    
    382Research and development
    
    
    427
    
    
    
    1,311
    
    
    
    37,155General and administrative
    
    
    443
    
    
    
    501
    
    
    
    33,468Depreciation and amortization
    
    
    10
    
    
    
    10
    
    
    
    2,313Loss on facility sublease and lease cancellation
    
    
    
    
    
    
    
    
    
    
    895Asset impairment loss and (gain) loss on disposal of equipment
    
    
    (16
    )
    
    
    
    
    
    
    2,056Total operating expenses
    
    
    864
    
    
    
    1,822
    
    
    
    76,269Loss from operations
    
    
    (864
    )
    
    
    (1,822
    )
    
    
    (73,550
    )Other income (expense):Warrant valuation
    
    
    (2,113
    )
    
    
    
    
    
    
    6,759Gain on sale of intellectual property to Medarex
    
    
    
    
    
    
    
    
    
    
    3,656Interest expense
    
    
    (982
    )
    
    
    (131
    )
    
    
    (15,832
    )Interest income
    
    
    1
    
    
    
    1
    
    
    
    776Net loss
    
    
    (3,958
    )
    
    
    (1,952
    )
    
    
    (78,191
    )Accretion of Series A preferred stock mandatory redemption obligation
    
    
    
    
    
    
    
    
    
    
    (1,872
    )Series A preferred stock redemption fee
    
    
    
    
    
    
    
    
    
    
    (1,700
    )Beneficial conversion feature of Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    (4,274
    )Net loss applicable to common stockholders
    
    $
    (3,958
    )
    
    $
    (1,952
    )
    
    $
    (86,037
    )Net loss per share applicable to common stockholders  basic and diluted
    
    $
    (0.21
    )
    
    $
    (0.03
    )Weighted average shares used in computing basic and diluted loss per
share (in thousands)
    
    
    19,230
    
    
    
    65,241
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Northwest Biotherapeutics, Inc.
 
 Condensed Statements of Cash Flows
 Period fromThree Months Ended
    
    
    March 18, 1996March 31,
    
    
    (Inception) to2006
    
    
    2007
    
    
    March 31, 2007Cash Flows from Operating Activities:Net Loss
    
    $
    (3,958
    )
    
    $
    (1,952
    )
    
    $
    (78,191
    )Reconciliation of net loss to net cash used in operating activities:Depreciation and amortization
    
    
    10
    
    
    
    10
    
    
    
    2,313Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    320Amortization debt discount
    
    
    771
    
    
    
    56
    
    
    
    12,302Accrued interest converted to preferred stock
    
    
    
    
    
    
    
    
    
    
    260Accreted interest on convertible promissory note
    
    
    201
    
    
    
    74
    
    
    
    1,195Stock-based compensation costs
    
    
    2
    
    
    
    4
    
    
    
    1,116Gain on sale of intellectual property and royalty rights
    
    
    
    
    
    
    
    
    
    
    (3,656
    )Loss (gain) on sale of property and equipment
    
    
    (16
    )
    
    
    
    
    
    
    273Warrant valuation
    
    
    2,113
    
    
    
    
    
    
    
    (6,759
    )Asset impairment loss
    
    
    
    
    
    
    
    
    
    
    2,066Loss on facility sublease
    
    
    
    
    
    
    
    
    
    
    895Increase (decrease) in cash resulting from changes in assets and liabilities:Accounts receivable
    
    
    17
    
    
    
    3
    
    
    
    Prepaid expenses and other current assets
    
    
    31
    
    
    
    (131
    )
    
    
    190Accounts payable and accrued expenses
    
    
    220
    
    
    
    653
    
    
    
    4,996Accrued loss on sublease
    
    
    
    
    
    
    
    
    
    
    (265
    )Deferred rent
    
    
    
    
    
    
    
    
    
    
    410Net Cash used in Operating Activities
    
    
    (609
    )
    
    
    (1,283
    )
    
    
    (62,535
    )Cash Flows from Investing Activities:Purchase of property and equipment, net
    
    
    
    
    
    
    (11
    )
    
    
    (4,591
    )Proceeds from sale of property and equipment
    
    
    16
    
    
    
    
    
    
    
    250Proceeds from sale of intellectual property
    
    
    
    
    
    
    
    
    
    
    1,816Proceeds from sale of marketable securities
    
    
    
    
    
    
    
    
    
    
    2,000Refund of security deposit
    
    
    
    
    
    
    
    
    
    
    (3
    )Transfer of restricted cash
    
    
    
    
    
    
    
    
    
    
    (1,035
    )Net Cash provided by (used in) Investing Activities
    
    
    16
    
    
    
    (11
    )
    
    
    (1,563
    )Cash Flows from Financing Activities:Proceeds from issuance of note payable to stockholder
    
    
    
    
    
    
    1,000
    
    
    
    4,150Repayment of note payable to stockholder
    
    
    
    
    
    
    
    
    
    
    (1,650
    )Proceeds from issuance of convertible promissory note and warrants, net of
issuance costs
    
    
    300
    
    
    
    
    
    
    
    13,099Borrowing under line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    2,834Repayment of line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    (2,834
    )Repayment of convertible promissory note
    
    
    (13
    )
    
    
    
    
    
    
    (119
    )Payment on capital lease obligations
    
    
    (5
    )
    
    
    (2
    )
    
    
    (323
    )Payments on note payable
    
    
    
    
    
    
    
    
    
    
    (420
    )Proceeds from issuance Series A cumulative preferred stock, net
    
    
    
    
    
    
    
    
    
    
    28,708Proceeds from exercise of stock options and warrants
    
    
    
    
    
    
    
    
    
    
    227Proceeds from issuance common stock, net
    
    
    
    
    
    
    
    
    
    
    22,457Advance on funding commitment for common stock
    
    
    2,900
    
    
    
    
    
    
    
    Mandatorily redeemable Series A preferred stock redemption fee
    
    
    
    
    
    
    
    
    
    
    (1,700
    )Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    (320
    )Net Cash provided by Financing Activities
    
    
    3,182
    
    
    
    998
    
    
    
    64,109Net increase (decrease) in cash and cash equivalents
    
    
    2,589
    
    
    
    (296
    )
    
    
    11Cash and cash equivalents at beginning of period
    
    
    352
    
    
    
    307
    
    
    
    Cash and cash equivalents at end of period
    
    $
    2,941
    
    
    $
    11
    
    
    $
    11
  5




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Period fromThree Months Ended
    
    
    March 18, 1996March 31,
    
    
    (Inception) to2006
    
    
    2007
    
    
    March 31, 2007Supplemental disclosure of cash flow information Cash paid during the period for interest
    
    $
    12
    
    
    $
    1
    
    
    $
    1,396Supplemental schedule of non-cash financing activitiesEquipment acquired through capital leases
    
    
    
    
    
    
    
    
    
    
    285Common stock warrant liability
    
    
    6,719
    
    
    
    
    
    
    
    11,841Accretion of mandatorily redeemable Series A preferred stock redemption
obligation
    
    
    
    
    
    
    
    
    
    
    1,872Beneficial conversion feature of convertible promissory notes
    
    
    64
    
    
    
    
    
    
    
    7,242Conversion of convertible promissory notes and accrued interest to Series D
preferred stock
    
    
    
    
    
    
    
    
    
    
    5,324Conversion of convertible promissory notes and accrued interest to
Series A-1
preferred stock
    
    
    
    
    
    
    
    
    
    
    7,707Conversion of convertible promissory notes and accrued interest to common stock
    
    
    
    
    
    
    
    
    
    
    269Issuance of Series C preferred stock warrants in connection with lease agreement
    
    
    
    
    
    
    
    
    
    
    43Issuance of common stock for license rights
    
    
    
    
    
    
    
    
    
    
    4Issuance of common stock and warrants to Medarex
    
    
    
    
    
    
    
    
    
    
    840Issuance of common stock to landlord
    
    
    
    
    
    
    
    
    
    
    35Deferred compensation on issuance of stock options and restricted stock grants
    
    
    
    
    
    
    
    
    
    
    759Cancellation of options and restricted stock
    
    
    
    
    
    
    
    
    
    
    849Financing of prepaid insurance through note payable
    
    
    
    
    
    
    
    
    
    
    491Stock subscription receivable
    
    
    
    
    
    
    
    
    
    
    480
   6




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Northwest Biotherapeutics, Inc.
(A Development Stage Company)
 
 Notes to Condensed Financial Statements
(unaudited)
 1.
    
    Basis of Presentation
   2.
    
    Summary of significant accounting policies
  Accounting for Income Taxes
  Financial Statement Restatement
  3.
    
    Stock-Based Compensation Plans
   7




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Determining Fair Value Under SFAS 123(R)
 Valuation and Amortization Method.
 Expected Life
 Expected Volatility
 Risk-Free Interest Rate.
 Expected Dividend Yield.
 Expected Forfeitures.
    4.
    
    Liquidity
     8




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® ®
    5.
    
    Net Loss Per Share Applicable to Common Stockholders
  6.
    
    Notes Payable
 Toucan Partners Loans
   9




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7.
    
    Contingencies
 Potentially Dilutive Securities in Excess of Authorized Number of Common Shares
  Private Placement
    10




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Legal Proceedings
        Management Warrants
     11




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8.
    
    Recent Accounting Pronouncements
 Fair
Value Measurements
   12




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Item. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
  ® ® ®
 ® ®
    13




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Critical Accounting Policies and Estimates
    Results of Operations
      Three Months Ended March 31, 2006 and 2007
 Research and Development Expense. ®
  14




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General and Administrative Expense. ®
 Depreciation and Amortization.
 Total Other Income (Expense), Net.
 Liquidity and Capital Resources
      ® ®
  15




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Sources of Cash
  Uses of Cash
 ®
  Recent Events
   16




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Controls and Procedures
  (a)
    
    Evaluation of disclosure controls, procedures, and internal controls
  Material Weakness Identified
  (i)
    
    lack of independent directors for our audit committee;(ii)
    
    lack of an audit committee financial expert;(iii)
    
    insufficient personnel in our finance/accounting functions;(iv)
    
    insufficient segregation of duties; and(v)
    
    insufficient corporate governance policies.
   Changes in Internal Controls
    17




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Part II  Other Information
 
 Item 1. Legal Proceedings
 Soma Arbitration
        Management Warrants
     18




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Item 1A. Risk Factors
  We will need to raise additional capital, which may not be available.
 ® ®
  Our auditors have issued a going concern audit opinion.
  We have reduced business umbrella, auto, crime and fiduciary, and directors and
officers liability insurance coverage.
  We expect to continue to incur substantial losses, and we may never achieve
profitability.
  
    
    $5.8 million in 2003;
 
    
    $8.5 million in 2004;
  19




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
    
    $9.9 million in 2005; and
 
    
    $1.4 million in 2006; and
 
    
    $2.0 million in the three months ended March 31, 2007.
  As a company in the early stage of development with an unproven business strategy, our limited
history of operations makes an evaluation of our business and prospects difficult.
  
    
    $529,000 in 2003;
 
    
    $390,000 in 2004;
 
    
    $124,000 in 2005;
 
    
    $80,000 in 2006; and
 
    
    we have not generated any revenue during the three months ended March 31, 2007.We have derived most of these limited revenues from:
 
    
    the sale of research products to a single customer (and we have subsequently ceased selling research products);
 
    
    contract research and development from related parties; and
 
    
    research grants.
  We may not be able to retain existing personnel.
  Failure to obtain
regulatory approval for one or more of our product candidates could significantly harm our business.
     We have no manufacturing capabilities, which could adversely impact our ability to
commercialize our product candidates.
   20




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Because we lack sales and marketing experience, we may experience significant
difficulties commercializing our research product candidates.
  Our success partially depends on existing and future collaborators.
   
    
    may not commit sufficient resources to our programs or product candidates;
 
    
    may not conduct their agreed activities on time, or at all, resulting in delay or
termination of the development of our product candidates and technology;
 
    
    may not perform their obligations as expected;
 
    
    may pursue product candidates or alternative technologies in preference to ours; or
 
    
    may dispute the ownership of products or technology developed under our collaborations.
    21




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Competition in our industry is intense and most of our competitors have substantially greater
resources than we have.
  
    
    biopharmaceutical companies;
 
    
    biotechnology companies;
 
    
    pharmaceutical companies;
 
    
    academic institutions; and
 
    
    other research organizations.
   
    
    obtain additional funding;
 
    
    successfully complete clinical trials and obtain all requisite regulatory approvals;
 
    
    maintain a proprietary position in our technologies and products;
 
    
    attract and retain key personnel; and
 
    
    maintain existing or enter into new partnerships.
  Our intellectual property rights may not provide meaningful commercial protection for our research
products or product candidates, which could enable third parties to use our technology, or very
similar technology, and could reduce our ability to compete in the market.
  ®
  22




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Our success will depend partly on our ability to operate without infringing or
misappropriating the proprietary rights of others.
     We use hazardous materials and must comply with environmental, health and safety laws and
regulations, which can be expensive and restrict how we do business.
   23




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Toucan Capital and Toucan Partners beneficially own the vast majority of our stock and, as a
result, the trading price for our shares may be depressed and these stockholders can take actions
that may be adverse to your interests.
   The finalization of the terms of the 2007 Convertible Notes and 2007 Warrants will result in
further dilution of the value of our common stock.
  There may not be an active, liquid trading market for our common stock.
  
    
    limited release of the market price of our securities;
 
    
    limited news coverage;
  24




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
    
    limited interest by investors in our securities;
 
    
    volatility of our stock price due to low trading volume;
 
    
    increased difficulty in selling our securities in certain states due to blue sky restrictions; and
 
    
    limited ability to issue additional securities or to secure additional financing.
 Our common stock may experience extreme price and volume fluctuations, which could lead to costly
litigation for us and make an investment in us less appealing.
  
    
    announcements of technological innovations or new products by us or our competitors;
 
    
    development and introduction of new cancer therapies;
 
    
    media reports and publications about cancer therapies;
 
    
    announcements concerning our competitors or the biotechnology industry in general;
 
    
    new regulatory pronouncements and changes in regulatory guidelines;
 
    
    general and industry-specific economic conditions;
 
    
    changes in financial estimates or recommendations by securities analysts; and
 
    
    changes in accounting principles.
  Our incorporation documents, and bylaws and stockholder rights plan may delay or
prevent a change in our management.
  
    
    authorize the issuance of preferred stock that can be created and issued by the board of
directors without prior stockholder approval, commonly referred to as blank check
preferred stock, with rights senior to those of common stock;
 
    
    authorize our board of directors to issue dilutive shares of common stock upon certain events; and
 
    
    provide for a classified board of directors.
   25




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The resale, or the availability for resale, of the shares issued in the PIPE Financing could have a
material adverse impact on the market price of our common stock.
  Because our common stock is subject to penny stock rules, the market for the common stock
may be limited.
  
    
    must make a special written suitability determination for the purchaser;
 
    
    receive the purchasers written agreement to a transaction prior to sale;
 
    
    provide the purchaser with risk disclosure documents which identify certain risks
associated with investing in penny stocks and which describe the market for these penny
stocks as well as a purchasers legal remedies; and
 
    
    obtain a signed and dated acknowledgment from the purchaser demonstrating that the
purchaser has actually received the required risk disclosure document before a transaction
in a penny stock can be completed.
  Certain material weaknesses have been identified in our internal controls.
  
    
    lack of independent directors for our audit committee;
 
    
    lack of an audit committee financial expert;
 
    
    insufficient personnel in our finance/accounting functions;
 
    
    insufficient segregation of duties; and
 
    
    insufficient corporate governance policies.
   26




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
   27




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Item 6. Exhibits
 a)
    
    Exhibits
 3.1
    
    Seventh Amended and Restated Certificate of Incorporation, as amended. (3.1.) (1)3.2
    
    Second Amended and Restated Bylaws of the Company. (3.2) (1)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible
Preferred Stock, as amended. (3.3) (1)3.4
    
    Certificate of Designations, Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (1)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc. (3.5)*31.1
    
    Certification of President (Principal Executive Officer), pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer (Principal Financial and Accounting Officer),
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.**32.1
    
    Certification of President (Principal Executive Officer), pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.**32.2
    
    Certification of Chief Financial Officer (Principal Financial and Accounting Officer),
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
act of 2002.
 
 (1)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Annual Report on Form 10-K filed on April 17, 2007.*
    
    Filed herewith.**
    
    Furnished herewith.
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##### Table of Contents



SIGNATURES
  NORTHWEST BIOTHERAPEUTICS, INC.By:
    /s/  Jim D. JohnstonJim D. JohnstonIts: Chief Financial Officer  Signature
    
    Title
    
    Date/s/ Alton L. Boynton, Ph.D.
Alton L. Boynton, Ph.D.
    
    President and Director
(Principal Executive Officer)
    
    May 15, 2007/s/ Jim D. Johnston
    
    Chief Financial Officer
    
    May 15, 2007Jim D. Johnston
    
    (Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    Seventh Amended and Restated Certificate of Incorporation, as amended. (3.1.) (1)3.2
    
    Second Amended and Restated Bylaws of the Company. (3.2) (1)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible
Preferred Stock, as amended. (3.3) (1)3.5
    
    Certificate of Designations, Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (1)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc. (3.5)*31.1
    
    Certification of President (Principal Executive Officer), Pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer (Principal Financial and Accounting Officer),
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.**32.1
    
    Certification of President (Principal Executive Officer), pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.**32.2
    
    Certification of Chief Financial Officer (Principal Financial and Accounting Officer),
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
act of 2002.
 
 (1)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Annual Report on Form 10-K filed on April 17, 2007.*
    
    Filed herewith.**
    
    Furnished herewith.
  30