##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
 For the transition period from  to
 Commission file number 0-12627
 MEDICAL DISCOVERIES, INC.
  Utah
    
    87-0407858(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
  
   
   
  þ o
 o þ
   o þ




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##### Table of Contents



PART IFINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. CONTROLS AND PROCEDURES
    
    
    14PART IIOTHER INFORMATIONITEM 6. EXHIBITS
    
    
    15SIGNATURES
    
    
    17INDEX TO EXHIBITS
    
    
    18EXHIBIT 21EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
 - 2 -




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PART I
FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
      - 3 -




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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash
    
    $
    1,256,939
    
    
    $
    1,455,397Deposits
    
    
    
    
    
    
    51,100Total Current Assets
    
    
    1,256,939
    
    
    
    1,506,497Note receivable
    
    
    301,450
    
    
    
    Property and Equipment, Net
    
    
    73,432
    
    
    
    TOTAL ASSETS
    
    $
    1,631,821
    
    
    $
    1,506,497LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    2,658,393
    
    
    $
    2,448,454Accrued interest payable
    
    
    230,298
    
    
    
    415,262Notes payable
    
    
    56,000
    
    
    
    336,717Convertible notes payable
    
    
    193,200
    
    
    
    193,200Research and development obligation
    
    
    602,900
    
    
    
    Total Current Liabilities
    
    
    3,740,791
    
    
    
    3,393,633TOTAL LIABILITIES
    
    
    3,740,791
    
    
    
    3,393,633STOCKHOLDERS DEFICITPreferred Stock  Series A, convertible; no par value; 42,000 shares authorized; 42,000 and
12,000 shares issued and outstanding, respectively; (aggregate liquidation preference of
$4,200,000 and $1,200,000, respectively)
    
    
    1,570,109
    
    
    
    523,334Preferred stock  undesignated, 49,958,000 shares authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, no par value; 250,000,000 shares authorized; 107,679,724 and 105,653,335
shares issued and outstanding, respectively
    
    
    15,283,407
    
    
    
    14,918,657Additional paid-in capital
    
    
    6,302,017
    
    
    
    3,424,383Deficit accumulated prior to the development stage
    
    
    (1,399,577
    )
    
    
    (1,399,577
    )Deficit accumulated during the development stage
    
    
    (23,864,926
    )
    
    
    (19,353,933
    )Total Stockholders Deficit
    
    
    (2,108,970
    )
    
    
    (1,887,136
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    1,631,821
    
    
    $
    1,506,497
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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 From Inceptionof theDevelopment StageFor the Three
    
    
    For the Nine
    
    
    on November 20, 1991Months Ended
    
    
    Months Ended
    
    
    ThroughSeptember 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    157,044COST OF GOODS SOLD
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,564GROSS PROFIT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,480OPERATING EXPENSESGeneral and administrative
    
    
    557,713
    
    
    
    250,819
    
    
    
    1,446,034
    
    
    
    2,667,782
    
    
    
    16,623,004Research and development
    
    
    364,335
    
    
    
    191,506
    
    
    
    2,034,841
    
    
    
    362,484
    
    
    
    5,583,579Inventory write-down
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,859Impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,709License fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,001,500Total Expenses
    
    
    922,048
    
    
    
    442,325
    
    
    
    3,480,875
    
    
    
    3,030,266
    
    
    
    23,314,651LOSS FROM OPERATIONS
    
    
    (922,048
    )
    
    
    (442,325
    )
    
    
    (3,480,875
    )
    
    
    (3,030,266
    )
    
    
    (23,172,171
    )OTHER INCOME (EXPENSES)Interest income
    
    
    2,674
    
    
    
    854
    
    
    
    17,584
    
    
    
    3,980
    
    
    
    47,155Interest expense
    
    
    (7,591
    )
    
    
    (27,497
    )
    
    
    (30,726
    )
    
    
    (114,221
    )
    
    
    (1,148,163
    )Foreign currency transaction gain (loss)
    
    
    (9,720
    )
    
    
    
    
    
    
    51,080
    
    
    
    
    
    
    
    51,080Gain on forgiveness of debt
    
    
    
    
    
    
    
    
    
    
    196,353
    
    
    
    
    
    
    
    1,431,889Other income
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    759
    
    
    
    881,892Total Other Income (Expenses)
    
    
    (14,637
    )
    
    
    (26,604
    )
    
    
    234,291
    
    
    
    (109,482
    )
    
    
    1,263,853NET LOSS
    
    
    (936,685
    )
    
    
    (468,929
    )
    
    
    (3,246,584
    )
    
    
    (3,139,748
    )
    
    
    (21,908,318
    )Preferred stock dividend from
beneficial conversion feature
    
    
    
    
    
    
    
    
    
    
    (1,264,409
    )
    
    
    
    
    
    
    (1,956,608
    )NET LOSS APPLICABLE TO
COMMON SHAREHOLDERS
    
    $
    (936,685
    )
    
    $
    (468,929
    )
    
    $
    (4,510,993
    )
    
    $
    (3,139,748
    )
    
    $
    (23,864,926
    )BASIC AND DILUTED LOSS PER
COMMON SHARE
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.04
    )
    
    $
    (0.03
    )WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING
    
    
    107,760,835
    
    
    
    96,482,603
    
    
    
    107,282,554
    
    
    
    89,667,882
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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 From InceptionFor the Nine
    
    
    of theMonths Ended
    
    
    Development StageSeptember 30,
    
    
    on November 20, 19912005
    
    
    2004
    
    
    Through Sep. 30, 2005CASH FLOWS FROM OPERATING ACTIVITIESNet Loss
    
    $
    (3,246,584
    )
    
    $
    (3,139,748
    )
    
    $
    (21,908,318
    )Adjustments to reconcile net loss to net cash used by operating activities:Foreign currency transaction gain
    
    
    (51,080
    )
    
    
    
    
    
    
    (51,080
    )Gain on debt restructuring
    
    
    (196,353
    )
    
    
    
    
    
    
    (1,431,889
    )Common stock issued for services, expenses, and litigation
    
    
    18,750
    
    
    
    66,500
    
    
    
    4,286,467Commitment for research and development obligation
    
    
    665,700
    
    
    
    
    
    
    
    665,700Depreciation
    
    
    4,613
    
    
    
    
    
    
    
    104,884Reduction of escrow receivable from
research and development
    
    
    
    
    
    
    
    
    
    
    272,700Stock options and warrants granted for services
    
    
    
    
    
    
    1,675,000
    
    
    
    4,811,253Reduction of legal costs
    
    
    
    
    
    
    
    
    
    
    (130,000
    )Write-off of subscriptions receivable
    
    
    
    
    
    
    
    
    
    
    112,500Impairment of loss on assets
    
    
    
    
    
    
    
    
    
    
    9,709Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    30,364Write-off of receivable
    
    
    51,100
    
    
    
    
    
    
    
    245,065Note payable issued for litigation
    
    
    
    
    
    
    
    
    
    
    385,000Changes in operating assets and liabilitiesIncrease in accounts receivable
    
    
    
    
    
    
    
    
    
    
    (7,529
    )Decrease in prepaid expenses
    
    
    
    
    
    
    11,331
    
    
    
    Decrease in deferred charges
    
    
    
    
    
    
    12,077
    
    
    
    Increase in accounts payable
    
    
    209,939
    
    
    
    264,288
    
    
    
    2,502,484Increase in accrued expenses
    
    
    30,672
    
    
    
    37,905
    
    
    
    630,381Net Cash Used by Operating Activities
    
    
    (2,513,243
    )
    
    
    (1,072,647
    )
    
    
    (9,472,309
    )CASH FLOWS FROM INVESTING ACTIVITIESIncrease in deposits
    
    
    
    
    
    
    
    
    
    
    (51,100
    )Purchase of equipment
    
    
    (78,045
    )
    
    
    
    
    
    
    (210,229
    )Issuance of note receivable
    
    
    (313,170
    )
    
    
    
    
    
    
    (313,170
    )Payments received on note receivable
    
    
    
    
    
    
    
    
    
    
    130,000Net Cash Used by Investing Activities
    
    
    (391,215
    )
    
    
    
    
    
    
    (444,499
    )CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock, preferred stock and warrants for cash
    
    
    3,006,000
    
    
    
    1,352,886
    
    
    
    10,033,845Contributed equity
    
    
    
    
    
    
    
    
    
    
    131,374Proceeds from notes payable
    
    
    
    
    
    
    
    
    
    
    1,336,613Payments on notes payable
    
    
    (300,000
    )
    
    
    (270,000
    )
    
    
    (801,287
    )Proceeds from convertible notes payable
    
    
    
    
    
    
    
    
    
    
    571,702Payments on convertible notes payable
    
    
    
    
    
    
    
    
    
    
    (98,500
    )Net Cash Provided by Financing Activities
    
    
    2,706,000
    
    
    
    1,082,886
    
    
    
    11,173,747NET INCREASE (DECREASE) IN CASH
    
    
    (198,458
    )
    
    
    10,239
    
    
    
    1,256,939CASH AT BEGINNING OF PERIOD
    
    
    1,455,397
    
    
    
    424,216
    
    
    
    CASH AT END OF PERIOD
    
    $
    1,256,939
    
    
    $
    434,455
    
    
    $
    1,256,939
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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 For the NineMonths EndedSeptember 30,2005
    
    2004SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATIONPreferred stock dividend as part of beneficial conversion feature
    
    $
    1,264,409
    
    
    $
    Retirement of notes payable with common stock
    
    $
    
    
    
    $
    175,000
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##### Table of Contents



MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
 Unaudited
Interim Condensed Consolidated Financial Statements
  Stock Based Compensation
  Three Months Ended Sep. 30,
    
    
    Nine Months Ended Sep. 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net loss applicable to
common shareholders, as
reported
    
    $
    (936,685
    )
    
    $
    (468,929
    )
    
    $
    (4,510,993
    )
    
    $
    (3,139,748
    )Add: Stock-based employee
compensation expense
included in reported net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,577,000Deduct: Total stock based
employee compensation
expense determined under
fair value based method for
all awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,916,768
    )Pro forma net loss applicable
to common shareholders
    
    $
    (936,685
    )
    
    $
    (468,929
    )
    
    $
    (4,510,993
    )
    
    $
    (3,479,516
    )Basic and diluted loss per
share, as reported
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.04
    )
    
    $
    (0.03
    )
 8




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##### Table of Contents



2005
    
    2004Expected dividend yield
    
    
    N/A
    
    
    
    Risk free interest rate
    
    
    N/A
    
    
    
    3.8
    %Expected volatility
    
    
    N/A
    
    
    
    220
    %Expected life
    
    
    N/A
    
    
    7
    yearsWeighted average fair value per share
    
    
    N/A
    
    
    $
    0.10
 Loss Per Common Share
  Note 2  Going Concern Considerations
  Note 3  Issuance of Common Stock, Preferred Stock, and Warrants
 Common Stock
  Preferred Stock and Warrants
   9




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##### Table of Contents



Note 4  Other Significant Events
 SaveCream Asset Purchase
    Formation of MDI Oncology, Inc.
  Settlement of Debt
  10




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##### Table of Contents



Transactions with Shareholder
   
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
    11




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##### Table of Contents



Recent Events
 SaveCream Asset Transfer
 Cystic Fibrosis IND.
 Results of Operations
 Revenues and Gross Profit 
 Operating Expenses and Operating Loss
  Other Income/Expense and Net Loss 
  12




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##### Table of Contents



Future Expectations
 Liquidity
and Capital Resources
     Off-Balance Sheet Arrangements
  Cautionary Statement for Forward Looking Information
   13




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ITEM 3. CONTROLS AND PROCEDURES
   14




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##### Table of Contents



PART II
OTHER INFORMATION
 
 ITEM 6. EXHIBITS
  Number
    
    Exhibit2.1
    
    Sale and Purchase Agreement between Attorney
Hinnerk-Joachim Müller as liquidator of
Savetherapeutics AG i.L. and Medical
Discoveries, Inc. regarding the purchase of the
essential assets of Savetherapeutics AG i.L.
(filed as Exhibit 2.1 to the Companys Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 2004, and incorporated herein by
reference).3.1
    
    Amended and Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and
incorporated herein by reference).3.2
    
    Amended Bylaws of the Company (filed as Exhibit
3.2 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31,
1994, and incorporated herein by reference).4.1
    
    Registration Rights Agreement dated October 18,
2004 among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC and Medical Discoveries,
Inc. (filed as Exhibit 4.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004, and
incorporated herein by reference).4.2
    
    Registration Rights Agreement dated December 3,
2004 among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC and Medical Discoveries, Inc.
(filed as Exhibit 4.2 to the Companys
Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, and incorporated herein
by reference).4.3
    
    Certificate of Designations of Preferences and
Rights of Series A Convertible Preferred Stock
of Medical Discoveries, Inc. (filed as Exhibit
4.1 to Registration Statement No. 333-121635
filed on Form SB-2 on December 23, 2004, and
incorporated herein by reference).4.4
    
    Amendment to Certificate of Designations of
Preferences and Rights of Series A Convertible
Preferred Stock of Medical Discoveries, Inc.
(filed as Exhibit 4.2 to Registration Statement
No. 333-121635 filed on Form SB-2 on December
23, 2004, and incorporated herein by reference).10.1
    
    2002 Stock Incentive Plan adopted by the Board
of Directors as of July 11, 2002 (filed as
Exhibit 10.5 to the Companys Quarterly Report
on Form 10-QSB for the quarter ended June 30,
2002, and incorporated herein by reference).10.2
    
    Subscription Agreement dated October 18, 2004
among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC, and Medical Discoveries,
Inc. (filed as Exhibit 10.2 to Amendment No. 2
to Registration Statement No. 333-121635 filed
on form SB-2 on June 2, 2005, and incorporated
herein by reference).10.3
    
    Subscription Agreement dated December 3, 2004
among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC, and Medical Discoveries, Inc. (filed as
Exhibit 10.3 to Amendment No. 2 to Registration
Statement No.
 15




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##### Table of Contents



Number
    
    Exhibit333-121635 filed on form SB-2 on
June 2, 2005, and incorporated herein by
reference).10.4
    
    Employment Agreement dated March 1, 2005 between
Medical Discoveries, Inc. and Judy M. Robinett.
(filed as Exhibit 10.4 to Amendment No. 3 to
Registration Statement No. 333-121635 filed on
Form SB-2 on October 13, 2005, and incorporated
herein by reference).21
    
    Subsidiaries.*31.1
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*31.2
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith. 16




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##### Table of Contents



SIGNATURES
  MEDICAL DISCOVERIES, INC./S/ JUDY M. ROBINETTJudy M. RobinettPresident and Chief Executive OfficerDate:
November 14, 2005
 17




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##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Exhibit2.1
    
    Sale and Purchase Agreement between Attorney
Hinnerk-Joachim Müller as liquidator of
Savetherapeutics AG i.L. and Medical
Discoveries, Inc. regarding the purchase of the
essential assets of Savetherapeutics AG i.L.
(filed as Exhibit 2.1 to the Companys Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 2004, and incorporated herein by
reference).3.1
    
    Amended and Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and
incorporated herein by reference).3.2
    
    Amended Bylaws of the Company (filed as Exhibit
3.2 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31,
1994, and incorporated herein by reference).4.1
    
    Registration Rights Agreement dated October 18,
2004 among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC and Medical Discoveries,
Inc. (filed as Exhibit 4.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004, and
incorporated herein by reference).4.2
    
    Registration Rights Agreement dated December 3,
2004 among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC and Medical Discoveries, Inc.
(filed as Exhibit 4.2 to the Companys
Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, and incorporated herein
by reference).4.3
    
    Certificate of Designations of Preferences and
Rights of Series A Convertible Preferred Stock
of Medical Discoveries, Inc. (filed as Exhibit
4.1 to Registration Statement No. 333-121635
filed on Form SB-2 on December 23, 2004, and
incorporated herein by reference).4.4
    
    Amendment to Certificate of Designations of
Preferences and Rights of Series A Convertible
Preferred Stock of Medical Discoveries, Inc.
(filed as Exhibit 4.2 to Registration Statement
No. 333-121635 filed on Form SB-2 on December
23, 2004, and incorporated herein by reference).10.1
    
    2002 Stock Incentive Plan adopted by the Board
of Directors as of July 11, 2002 (filed as
Exhibit 10.5 to the Companys Quarterly Report
on Form 10-QSB for the quarter ended June 30,
2002, and incorporated herein by reference).10.2
    
    Subscription Agreement dated October 18, 2004
among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC, and Medical Discoveries,
Inc. (filed as Exhibit 10.2 to Amendment No. 2
to Registration Statement No. 333-121635 filed
on form SB-2 on June 2, 2005, and incorporated
herein by reference).10.3
    
    Subscription Agreement dated December 3, 2004
among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC, and Medical Discoveries, Inc. (filed as
Exhibit 10.3 to Amendment No. 2 to Registration
Statement No. 333-121635 filed on form SB-2 on
June 2, 2005, and incorporated herein by
reference).10.4
    
    Employment Agreement dated March 1, 2005 between
Medical Discoveries, Inc. and Judy M. Robinett.
(filed as Exhibit 10.4 to Amendment No. 3 to
Registration Statement No. 333-121635 filed on
Form SB-2 on October 13, 2005, and incorporated
herein by reference).21
    
    Subsidiaries.*
 18




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##### Table of Contents



Number
    
    Exhibit31.1
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*31.2
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith. 19