##### 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 June 30, 2010
 OR
 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 number 333-112754
 OSTEOLOGIX, INC.
  Delaware
    
    32-0104570(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification No.)
 4415 Cox Road, Glen Allen, VA 23060
(Address of principal executive offices)
 (804) 747-6027
(Registrants telephone number, including area code)
 þ o
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    
    10ITEM 3. CONTROLS AND PROCEDURES
    
    
    14PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    14ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    22ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    22ITEM 4. REMOVED AND RESERVED
    
    
    22ITEM 5. OTHER INFORMATION
    
    
    22ITEM 6. EXHIBITS
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Osteologix, Inc.
(a development stage company)
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
 June 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    900
    
    
    $
    818Prepaid expenses and other assets
    
    
    72
    
    
    
    68Total current assets
    
    
    972
    
    
    
    886Equipment, net
    
    
    1
    
    
    
    2Total assets
    
    $
    973
    
    
    $
    888Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    289
    
    
    $
    326Accrued liabilities
    
    
    187
    
    
    
    161Total current liabilities
    
    
    476
    
    
    
    487Commitments and Contingencies
    
    
    
    
    
    
    Stockholders EquityCommon stock, $0.0001 par value, 38,073 shares
authorized; 32,971 and 29,484 shares issued and
outstanding at June 30, 2010 and December 31,
2009, respectively
    
    
    3
    
    
    
    3Additional paid-in-capital
    
    
    28,432
    
    
    
    26,640Accumulated other comprehensive loss
    
    
    (281
    )
    
    
    (283
    )Deficit accumulated during development stage
    
    
    (27,657
    )
    
    
    (25,959
    )Total stockholders equity
    
    
    497
    
    
    
    401Total liabilities and stockholders equity
    
    $
    973
    
    
    $
    888
 See accompanying notes to the condensed consolidated financial statements.
  Page 3




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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
 For the PeriodThree Months Ended
    
    
    Six Months Ended
    
    
    from June 16, 2003June 30,
    
    
    June 30,
    
    
    (Inception) to2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    June 30, 2010Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    750Operating expenses:Research and development
    
    
    93
    
    
    
    343
    
    
    
    281
    
    
    
    742
    
    
    
    12,897General and administrative
    
    
    724
    
    
    
    661
    
    
    
    1,419
    
    
    
    1,274
    
    
    
    16,236Total operating expenses
    
    
    817
    
    
    
    1,004
    
    
    
    1,700
    
    
    
    2,016
    
    
    
    29,133Loss from operations
    
    
    (817
    )
    
    
    (1,004
    )
    
    
    (1,700
    )
    
    
    (2,016
    )
    
    
    (28,383
    )Interest income, net
    
    
    1
    
    
    
    12
    
    
    
    2
    
    
    
    22
    
    
    
    726Net loss
    
    $
    (816
    )
    
    $
    (992
    )
    
    $
    (1,698
    )
    
    $
    (1,994
    )
    
    $
    (27,657
    )Net loss per share, basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.07
    )Weighted average number of shares
outstanding basic and diluted
    
    
    31,788
    
    
    
    29,484
    
    
    
    31,556
    
    
    
    29,442
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statement of Stockholders Equity and Comprehensive Loss
For the Period From June 16, 2003 (Inception) through June 30, 2010
(in thousands, except per share amounts)
 DeficitAccumulated
    
    
    AccumulatedAdditional
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Stage
    
    
    EquityIssuance of common stock to founders for
cash of $0.02 per share in June 2003
    
    
    4,897
    
    
    $
    1
    
    
    $
    84
    
    
    $
    
    
    
    $
    
    
    
    $
    85Issuance of common stock for cash of
$0.95 per share in October 2003
    
    
    979
    
    
    
    
    
    
    
    930
    
    
    
    
    
    
    
    
    
    
    
    930Issuance of common stock for cash of
$1.01 per share in May 2004
    
    
    979
    
    
    
    
    
    
    
    988
    
    
    
    
    
    
    
    
    
    
    
    988Issuance of common stock for cash of
$0.83 per share in January 2005, net of
issuance costs
    
    
    1,430
    
    
    
    
    
    
    
    1,158
    
    
    
    
    
    
    
    
    
    
    
    1,158Issuance of common stock for cash of
$1.24 per share in June 2005, net of
issuance costs
    
    
    2,220
    
    
    
    
    
    
    
    2,699
    
    
    
    
    
    
    
    
    
    
    
    2,699Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,913
    )
    
    
    (4,913
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,917
    )Balance at December 31, 2005
    
    
    10,505
    
    
    
    1
    
    
    
    5,859
    
    
    
    (4
    )
    
    
    (4,913
    )
    
    
    943Common stock transferred in merger with
Castle & Morgan Holdings, Inc.
    
    
    2,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for cash of
$1.31 per share in private placement in
May 2006, net of issuance costs
    
    
    7,656
    
    
    
    1
    
    
    
    9,255
    
    
    
    
    
    
    
    
    
    
    
    9,256Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    508Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,858
    )
    
    
    (4,858
    )Unrealized gain on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    (54
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,910
    )Balance at December 31, 2006
    
    
    21,021
    
    
    
    2
    
    
    
    15,622
    
    
    
    (56
    )
    
    
    (9,771
    )
    
    
    5,797Issuance of common stock and warrants
for cash of $1.32 per share in private
placement in June 2007, net of issuance
costs
    
    
    3,825
    
    
    
    
    
    
    
    4,970
    
    
    
    
    
    
    
    
    
    
    
    4,970Stock issued in lieu of cash for services
    
    
    143
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    170Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    
    
    
    
    
    
    
    
    184Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,037
    )
    
    
    (8,037
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,113
    )Balance at December 31, 2007
    
    
    24,989
    
    
    
    2
    
    
    
    20,946
    
    
    
    (132
    )
    
    
    (17,808
    )
    
    
    3,008Issuance of common stock and warrants
for cash of $1.32 per share in private
placement in April 2008, net of issuance
costs
    
    
    4,030
    
    
    
    1
    
    
    
    5,149
    
    
    
    
    
    
    
    
    
    
    
    5,150Stock issued in lieu of cash for services
    
    
    123
    
    
    
    
    
    
    
    123
    
    
    
    
    
    
    
    
    
    
    
    123Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    
    
    
    
    217Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,661
    )
    
    
    (4,661
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,721
    )Balance at December 31, 2008
    
    
    29,142
    
    
    $
    3
    
    
    $
    26,435
    
    
    $
    (192
    )
    
    $
    (22,469
    )
    
    $
    3,777
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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statement of Stockholders Equity and Comprehensive Loss
For the Period From June 16, 2003 (Inception) through June 30, 2010
(in thousands, except per share amounts)
 DeficitAccumulated
    
    
    AccumulatedAdditional
    
    
    Other
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Loss
    
    
    Stage
    
    
    EquityBalance at December 31, 2008
    
    
    29,142
    
    
    $
    3
    
    
    $
    26,435
    
    
    $
    (192
    )
    
    $
    (22,469
    )
    
    $
    3,777Stock issued in lieu of cash for services
    
    
    342
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    175Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,490
    )
    
    
    (3,490
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (91
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,581
    )Balance at December 31, 2009
    
    
    29,484
    
    
    $
    3
    
    
    $
    26,640
    
    
    $
    (283
    )
    
    $
    (25,959
    )
    
    $
    401Issuance of common stock for cash of
$0.50 per share in private placement in
Jan. 2010, net of issuance costs
    
    
    1,992
    
    
    
    
    
    
    
    942
    
    
    
    
    
    
    
    
    
    
    
    942Issuance of common stock for cash of
$0.50 per share in private placement in
June. 2010, net of issuance costs
    
    
    1,495
    
    
    
    
    
    
    
    725
    
    
    
    
    
    
    
    
    
    
    
    725Stock issued in lieu of cash for servicesStock based compensation expense
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    125Comprehensive loss:Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,698
    )
    
    
    (1,698
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,696
    )Balance at June 30, 2010
    
    
    32,971
    
    
    $
    3
    
    
    $
    28,432
    
    
    $
    (281
    )
    
    $
    (27,657
    )
    
    $
    497
 See accompanying notes to the condensed consolidated financial statements.
  Page 6




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Osteologix, Inc.
(a development stage company)
Condensed Consolidated Statements of Cash Flow
(in thousands, except per share amounts)
(Unaudited)
 For the PeriodFor the Six Months Ended
    
    
    From June 16, 2003June 30,
    
    
    (Inception) to2010
    
    
    2009
    
    
    June 30, 2010Operating activitiesNet loss
    
    $
    (1,698
    )
    
    $
    (1,994
    )
    
    $
    (27,657
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    1
    
    
    
    2
    
    
    
    42Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    3Issuance of stock in lieu of cash for services
    
    
    
    
    
    
    30
    
    
    
    324Stock based compensation
    
    
    125
    
    
    
    87
    
    
    
    1,209Changes in operating assets and liabilities:Prepaid expenses and other current assets
    
    
    (4
    )
    
    
    13
    
    
    
    (72
    )Accounts payable
    
    
    (37
    )
    
    
    (56
    )
    
    
    289Accrued liabilities
    
    
    26
    
    
    
    5
    
    
    
    187Net cash used in operating activities
    
    
    (1,587
    )
    
    
    (1,913
    )
    
    
    (25,675
    )Investing activitiesPurchase of short-term investments
    
    
    
    
    
    
    (2,585
    )
    
    
    (30,239
    )Sales and maturities of short-term investments
    
    
    
    
    
    
    3,597
    
    
    
    30,239Purchase of equipment
    
    
    
    
    
    
    
    
    
    
    (46
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    1,012
    
    
    
    (46
    )Financing activitiesNet proceeds from issuance of common stock
    
    
    1,667
    
    
    
    0
    
    
    
    26,902Net cash provided by financing activities
    
    
    1,667
    
    
    
    0
    
    
    
    26,902Effect of exchange rates on cash and cash equivalents
    
    
    2
    
    
    
    (101
    )
    
    
    (281
    )Net increase (decrease) in cash and cash equivalents
    
    
    82
    
    
    
    (1,002
    )
    
    
    900Cash and cash equivalents at beginning of period
    
    
    818
    
    
    
    2,996
    
    
    
    Cash and cash equivalents at end of period
    
    $
    900
    
    
    $
    1,994
    
    
    $
    900
 See accompanying notes to the condensed consolidated financial statements.
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Osteologix, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
June 30, 2010 (Unaudited)
(Tabular amounts in thousands, except per share amounts)
 1. Basis of Presentation and Summary of Significant Accounting Policies   Business Description
  Basis of Presentation
     Fair Value of Financial Instruments
   Page 8




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2. Cash Equivalents
  3. Stock-Based Compensation
  4. Net Loss Per Share
  5. Subsequent Event
  
  Page 9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Special Note Regarding Forward-Looking Statements
    Company Information and Background
   Page 10




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 
 Critical Accounting Policies and Use of Estimates
  Recently Adopted or Issued Accounting Pronouncements
   Page 11




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Three and Six Months Ended June 30, 2010 Compared to Three and Six Months Ended June 30, 2009
 Revenues
  Research and Development Expenses
   Three Months Ended June 30,
    
    
    
    
    Decrease from Period in Prior Year2010
    
    
    2009
    
    
    
    
    Dollars
    
    
    Percent$
    93,000
    
    
    $
    343,000
    
    
    
    
    $
    (250,000
    )
    
    
    -73
    %
   Six Months Ended June 30,
    
    
    
    
    Decrease from Period in Prior Year2010
    
    
    2009
    
    
    
    
    Dollars
    
    
    Percent$
    281,000
    
    
    $
    742,000
    
    
    
    
    $
    (461,000
    )
    
    
    -62
    %
   General and Administrative Expenses
   Three Months Ended June 30,
    
    
    
    
    Increase from Period in Prior Year2010
    
    
    2009
    
    
    
    
    Dollars
    
    
    Percent$
    724,000
    
    
    $
    661,000
    
    
    
    
    $
    63,000
    
    
    
    9
    %
   Page 12




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Six Months Ended June 30,
    
    
    
    
    Increase from Period in Prior Year2010
    
    
    2009
    
    
    
    
    Dollars
    
    
    Percent$
    1,419,000
    
    
    $
    1,274,000
    
    
    
    
    $
    145,000
    
    
    
    11
    %
   Interest Income
  LIQUIDITY AND CAPITAL RESOURCES
   June 30,
    
    
    December 31,2010
    
    
    2009Cash and cash equivalents
    
    $
    900,000
    
    
    $
    818,000Working capital
    
    
    496,000
    
    
    
    399,000
   PLAN OF OPERATION
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Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  Item 1A. Risk Factors.
 Risks Related to Our Financial Condition
 We expect to need additional financing in the near term and may be unable to raise funding
when needed, which could force us to delay, curtail or discontinue development of our products or
operations.
  
    
    the progress and cost of our clinical trials and other research and development
activities;
 
    
    the costs and timing of obtaining regulatory approvals;
  Page 14




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
    
    the terms and timing of any collaborative, licensing, acquisition or other
arrangements that we may establish;
 
    
    the costs of filing, prosecuting, defending and enforcing any patent
applications, claims, patents and other intellectual property rights;
 
    
    the cost and timing of securing manufacturing capabilities for our clinical
product candidates and commercial products, if any;
 
    
    the costs of lawsuits involving us or our product candidates; and
 
    
    the costs of establishing sales, marketing and distribution capabilities.
  Raising additional funds may cause dilution to existing stockholders or require us to
relinquish valuable rights.
  We have incurred significant net operating losses since our inception and may not achieve
profitability in future periods.
   Our independent public accounting firm has issued an opinion on our consolidated financial
statements that states the consolidated financial statements were prepared assuming we will
continue as a going concern.
   Page 15




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Risks Related to Our Business
 We have only one product that is currently being evaluated for commercial development, and
even if our continued development of this product is successful, it will be several years before it
can reach market.
   We are relying on Servier for development and commercialization of NB S101 outside of the U.S.
  Our near-term revenues depend on milestone payments based on achievements by Servier. Failure
of Servier to attain such milestones would result in our not receiving additional revenues. We
have no control over Serviers development, clinical trial strategy, regulatory activity, market or
sales of NB S101.
  Obtaining and maintaining the necessary U.S. or worldwide regulatory approvals for our product
candidates will be time consuming, difficult and costly. If we fail to do so, we will be unable to
commercialize our product candidates.
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Clinical trials are time-consuming, difficult and costly to design and implement.
   The results of our clinical trials may not support our product candidate claims or may result
in the discovery of adverse side effects.
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The strontium salt that is approved for treating osteoporosis in Europe has exhibited a new
potential side effect not seen in clinical trials.
 ®
  Delays in patient enrollment for clinical trials could increase costs and delay regulatory
approvals.
   Physicians and patients may not accept and use our drugs.
  Patients may not be able to obtain adequate reimbursement for our drugs.
  Our drug-development programs depend upon third-party researchers who are outside our control.
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We rely exclusively on third parties to manufacture our product candidates.
    Competition for qualified personnel is intense in our industry, and we may not be able to
recruit and retain qualified personnel.
  Developments by competitors may render our products or technologies obsolete or
noncompetitive.
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If we fail to protect our intellectual property rights, or to secure rights to patents of
others, our competitive position could be harmed or we could be required to incur significant
expenses to enforce our rights.
      If we infringe the rights of third parties, we could be prevented from selling products,
forced to pay damages, and compelled to defend against litigation.
   We may be exposed to liability claims associated with using hazardous materials and chemicals.
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We may incur substantial liabilities and be required to limit commercialization of our product
candidates in response to product liability lawsuits.
  Risk Related to Management
 We rely on one key executive officer and scientific and medical advisors. Their knowledge of
our business and technical expertise would be difficult to replace.
   We may not successfully manage our growth.
  Risk Related to Common Stock
 We cannot assure you that the common stock will become liquid or that it will become listed on
a securities exchange.
  Our common stock is considered a penny stock.
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Anti-takeover provisions in our charter and by-laws and under Delaware law may make an
acquisition of us or a change in our management more difficult, even if an acquisition or a
management change would be beneficial to our stockholders.
  Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be
time consuming, difficult and costly.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Removed and Reserved.
 
 Item 5. Other Information.
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Item 6. Exhibits.
 Exhibit
 Number
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).32.2
    
    
    Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
 
 SIGNATURES
  OSTEOLOGIX, INC.Date: August 16, 2010
    By:
    /s/ Philip J. YoungName:
    Philip J. YoungTitle:
    President and Chief Executive OfficerDate: August 16, 2010
    By:
    /s/ Philip J. YoungName:
    Philip J. YoungTitle:
    Principal Financial and Accounting Officer  Page 23




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EXHIBIT INDEX
 Exhibit
 Number
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial and Accounting Officer
pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).32.2
    
    
    Certification of Principal Financial and Accounting Officer
Pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002).
  Page 24