<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the Quarterly Period Ended September 30, 2001


                           Commission File No. 0-24972



                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of Registrant as specified in its charter)


             New York                                 13-3754005
 (State or other jurisdiction of         (I.R.S. Employer Identification  No.)
  incorporation or organization)


                            1787 Sentry Parkway West
                             Building 18, Suite 440
                               Blue Bell, PA 19422
                    (Address of principal executive offices)

                                  215-283-6850
                         (Registrant's telephone number)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
                                             ---  ---

At November 2, 2001, the registrant had outstanding 34,519,129 shares of common
                       stock, par value $.0001 per share.





<PAGE>



                       INKINE PHARMACEUTICAL COMPANY, INC.

                                      INDEX
<TABLE>
<CAPTION>


                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

            BALANCE  SHEETS - as of September 30, 2001 (unaudited) and
            December 31, 2000........................................................3

            STATEMENTS OF OPERATIONS (unaudited) - for the Three and Nine-Months
            Ended September 30, 2001 and 2000 .......................................4

            STATEMENTS OF CASH FLOWS (unaudited) - for the Nine-Months
            Ended September 30, 2001 and 2000........................................5

            NOTES TO UNAUDITED FINANCIAL STATEMENTS..................................6

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................................8

  Item 3.  Quantitative and Qualitative Disclosures About Market Risks..............10

PART II - OTHER INFORMATION.........................................................11


SIGNATURES..........................................................................12
</TABLE>
                                       2





<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                       INKINE PHARMACEUTICAL COMPANY, INC.

                                 BALANCE SHEETS

                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                              September 30, 2001       December 31, 2000
                                                                              ------------------       -----------------
         ASSETS                                                                  (Unaudited)
<S>                                                                               <C>                     <C>
Current assets:
     Cash and cash equivalents........................................            $     15,506            $      2,240
     Short-term investments...........................................                       -                   9,280
     Accounts receivable, net.........................................                     142                       -
     Inventory, net...................................................                     304                     686
     Prepaid expenses and other current assets........................                     390                      34
                                                                                  ------------            ------------
         Total current assets.........................................                  16,342                  12,240

Deposits and other long-term assets...................................                     704                     709
Fixed assets, net.....................................................                     440                     451
                                                                                  ------------            ------------

         Total assets.................................................            $     17,486            $     13,400
                                                                                  ============            ============

         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses............................            $      3,160            $        623
       Line of credit.................................................                   2,366                   1,752
                                                                                  ------------            ------------
              Total current liabilities...............................                   5,526                   2,375

Convertible subordinated notes........................................                   9,767                       -
                                                                                  ------------            ------------

         Total liabilities............................................                  15,293                  2,375

Shareholders' equity:
     Preferred stock, $.0001 par value; authorized 5,000,000
       shares; none issued and outstanding ...........................                       -                       -
     Common stock, $.0001 par value; authorized 75,000,000
       shares; issued 34,519,129 and 33,740,802 shares, respectively..                       3                       3
     Less common stock held in treasury (16,515 shares)...............                                             (37)
                                                                                           (37)
     Additional paid-in capital.......................................                  57,893                  56,692
     Deferred compensation............................................                    (181)                   (851)
     Accumulated deficit..............................................                 (55,485)                (44,782)
                                                                                  ------------            ------------

         Total shareholders' equity...................................                   2,193                  11,025
                                                                                  ------------            ------------

         Total liabilities and shareholders' equity...................            $     17,486            $     13,400
                                                                                  ============            ============
</TABLE>

See accompanying notes to unaudited financial statements.

                                       3
<PAGE>

                       INKINE PHARMACEUTICAL COMPANY, INC.

                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>



                                                           Three-Months Ended                   Nine-Months Ended
                                                             September 30,                        September 30,
                                                         2001             2000                2001            2000
                                                         ----             ----                ----            ----

<S>                                                   <C>             <C>                 <C>              <C>
Product revenue, net .............................      $  465         $      -           $  3,820        $      -
Licensing revenue.................................         500                                 500
                                                      --------         --------           --------        --------
                                                                              -                                  -
      Total revenue...............................         965                -              4,320               -
Cost of goods sold................................        (226)               -             (1,650)              -
                                                      --------         --------           --------        --------
      Gross profit................................         739                -              2,670               -

Research and development..........................       1,576              924              3,515           3,260
Sales and marketing...............................       2,732              275              6,959             275
General and administrative........................         887            1,231              2,871           2,840

Performance based stock expense...................           -            6,055                  -           6,055
                                                      --------         --------           --------        --------
      Operating expenses..........................       5,195            8,485             13,345          12,430

      Loss from operations........................      (4,456)          (8,485)           (10,675)        (12,430)

Interest income...................................         136              266                404             521
Interest expense..................................        (303)              (6)              (426)            (45)
Other                                                        -               -                  (6)              -
                                                      --------         --------           --------        --------
      Net loss....................................    $ (4,623)        $ (8,225)          $(10,703)       $(11.954)
                                                      ========         ========           ========        ========


      Net loss per share - basic and diluted......    $  (0.13)        $  (0.25)          $  (0.31)       $  (0.39)

      Weighted average shares outstanding -
        basic and diluted ........................      34,444           32,883             34,179          30,899


</TABLE>



See accompanying notes to unaudited financial statements.

                                       4
<PAGE>

                       INKINE PHARMACEUTICAL COMPANY, INC.

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            Nine-Months Ended
                                                                              September 30,
                                                                         2001               2000
                                                                         ----               ----
<S>                                                                  <C>                <C>
Operating activities:
   Net loss...............................................           $ (10,703)         $ (11,954)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization......................                 126                 86
       Amortization of deferred compensation..............                 885                988
           Performance based stock expense.....................              -              6,055
       Loss on sale of fixed asset........................                   6                  -
       Changes in operating assets and liabilities:
         (Increase) in accounts receivable, net...........                (142)                 -
         Decrease in inventory, net.......................                 382                  -
         (Increase) in prepaid expenses and other assets..                (351)               (84)
         Increase (decrease) in accounts payable
           and accrued expenses...........................               2,577                 (7)
                                                                     ---------          ---------
     Net cash used in operating activities................              (7,220)            (4,916)

Investing activities:
   Purchases of investments...............................                (493)           (12,574)
   Proceeds from maturities and sales of investments......               9,773              7,362
   Proceeds from sale of fixed asset......................                  12                  -
   Capital expenditures...................................                (133)               (40)
                                                                     ---------          ---------
     Net cash provided by (used in) investing activities.                9,159             (5,252)

Financing activities:
   Net proceeds from sale of stock and exercise of options
       and warrants.......................................                 713             13,784
   Borrowings, net of repayments on line of credit.......                  614                101
   Proceeds from sale of convertible subordinated notes...              10,000                  -
                                                                     ---------          ---------
     Net cash provided by financing activities............              11,327             13,885
                                                                     ---------          ---------

Net increase in cash and cash equivalents.................              13,266              3,717

Cash and cash equivalents - beginning of period...........               2,240              1,870
                                                                     ---------          ---------

Cash and cash equivalents - end of period.................           $  15,506          $   5,587
                                                                     =========          =========
</TABLE>


See accompanying notes to unaudited financial statements.

                                       5
<PAGE>


                       INKINE PHARMACEUTICAL COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

1. Basis of Presentation

         The accompanying financial statements are unaudited and have been
prepared by InKine Pharmaceutical Company, Inc. (the "Company") in accordance
with accounting principles generally accepted in the United States.

         Certain information and footnote disclosures normally included in the
Company's audited annual financial statements have been condensed or omitted in
the Company's interim financial statements. In the opinion of management, the
interim financial statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair representation of the results for
the interim periods presented.

         The results of operations for the interim periods may not necessarily
be indicative of the results of operations expected for the full year, although
the Company expects to incur a loss for the year ending December 31, 2001. These
interim financial statements should be read in conjunction with the audited
financial statements for the six-months ended December 31, 2000, which are
contained in the Company's most recent Transition Report on Form 10-K.

2. Use of Estimates

         The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date(s) of the financial
statements and the reported amounts of revenues and expenses during the
reporting period(s). Actual results could differ from those estimates.

3. Allowance for Sales Returns

         The Company maintains an allowance for potential future sales returns.
This allowance is evaluated on a quarterly basis based on product
characteristics, industry averages, wholesaler stocking patterns, and
prescription trends. At September 30, 2001, the Company had a $394,000 returns
allowance that was included in accounts payable and accrued expenses on the
balance sheet. The following is an analysis of the sales returns allowance for
the nine-months ended September 30, 2001:

Allowance at December 31, 2000                                $     -
Provision for estimated sales returns                         440,000
Actual sales returns                                         ( 46,000)
                                                             --------
     Allowance at September 30, 2001                          $394,000
                                                             =========

4. Line of Credit

         The Company maintains a $7,500,000 line of credit with a financial
institution, which expires January 31, 2002. Monthly interest-only payments are
made at a variable per annum rate of 2.20% plus the 30-day Dealer Commercial
Paper Rate. Average interest rates for the nine and twelve-month periods ended
September 30, 2001 and December 31, 2000, respectively, were 6.62% and 8.49%,
respectively.



                                       6
<PAGE>

5. Convertible Subordinated Notes

         On June 15, 2001, the Company completed a private placement of
$10,000,000 of 5.50% convertible subordinated notes due June 2003 together with
265,487 warrants. The notes are convertible into the Company's common stock at a
conversion price of $4.52 per share and the warrants have an exercise price of
$5.42 per share. The conversion price of $4.52 is subject to anti-dilution
provisions if the Company were to issue or sell its common stock below the $4.52
conversion price. In accordance with APB Opinion No. 14, the Company allocated
the fair value of the proceeds to the debt and warrants issued. The warrants
were valued using the Black-Scholes valuation methodology. The allocation was
determined based upon the relative fair values of the two securities at the time
of issuance. In addition, the Company incurred debt issuance costs that has been
deferred and included in Deposits and other long-term assets on the Balance
Sheet. The Company will incur non-cash charges to interest expense over the life
of the note related to the amortization of the fair value of the warrants and
the deferred issuance costs. When considering the amortization of the warrant
value and deferred issuance costs, the effective interest rate on this note
payable is approximately 10.79%. At September 30, 2001, the Company had
$10,000,000 of these notes outstanding, net of $233,000 of deferred warrant
costs. In addition, unamortized deferred issuance costs were $671,000 at
September 30, 2001.

6. Shareholders Equity

         During the nine-months ended September 30, 2001, the Company received
proceeds of approximately $713,000 from the exercise of stock options and
warrants.

         On May 7, 2001 the Company amended its Certificate of Incorporation
increasing the number of authorized shares of common stock, par value $0.0001
per share, from 50,000,000 to 75,000,000 shares.









                                       7

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations

         In addition to historical facts or statement of current condition, this
report may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements provide our
current expectations or forecasts of future events. These may include statements
regarding anticipated scientific progress on our research programs, development
of potential pharmaceutical products, interpretation of clinical results,
prospects for regulatory approval, manufacturing development and capabilities,
market prospects for our products, sales and earnings projections, and other
statements regarding matters that are not historical facts. You may identify
some of these forward-looking statements by the use of words in the statements
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe" or other words and terms of similar meaning. Our performance and
financial results could differ materially from those reflected in these
forward-looking statements due to general financial, economic, regulatory and
political conditions affecting the biotechnology and pharmaceutical industries
as well as more specific risks and uncertainties such as those set forth in our
report on Form 10-K filed with the Securities and Exchange Commission. Given
these risks and uncertainties, any or all of these forward-looking statements
may prove to be incorrect. Therefore, you should not rely on any such factors or
forward-looking statements.

General

         We are a biopharmaceutical company engaged in the research, development
and commercialization of products that may be used in the diagnosis and
treatment of cancer and autoimmune diseases. We pursue these objectives through
products and technology platforms consisting of Visicol(TM), IBStat(TM), the Fc
Receptor Technology (Colirest(TM) and Hematrol(TM)) and the Thrombospondin
Technology.

         The quarter ended September 30, 2001 is the third quarter that we have
generated sales revenue. Such revenue is the result of our recent commercial
introduction of our lead product, Visicol(TM). We have previously funded
operations primarily from the proceeds of public and private placements of
securities. We have incurred net losses in each year since our inception, and
expect to incur additional losses in the foreseeable future. We expect that
losses will fluctuate from quarter to quarter, and that such fluctuations may be
substantial. At September 30, 2001, our accumulated deficit was approximately
$55,485,000.

Results of Operations

         We incurred losses of $4,623,000 and $10,703,000 or $0.13 and $0.31 per
share for the three and nine-month periods ended September 30, 2001 as compared
to $8,225,000 and $11,954,000 or $0.25 and $0.39 per share for the same periods
a year ago. We expect to incur losses for the remainder of the year as we
continue to incur significant commercial and development costs for Visicol(TM)
along with development costs for Colirest(TM).

         Net revenues for Visicol(TM) totaled $965,000 and $4,320,000 for the
three and nine-month periods ended September 30, 2001 as compared to no net
revenues for the same periods a year ago. Product revenue is sales to
pharmaceutical wholesalers and large drug store chains, net of reserves for
potential returns and allowances. Also included in net revenues for the current
quarter is $500,000 of revenue from an agreement with Zeria Pharmaceutical
Company, Ltd. of Tokyo, to license Visicol for Japan.

         Gross profit was $739,000 and $2,670,000 for the three and nine-month
periods ended September 30, 2001, as compared to no gross profit for the same
periods a year ago. Included in cost of goods sold are both distribution and
royalty costs totaling $78,000 and $271,000 for the three and nine-month periods
ending September 30, 2001. Distribution cost includes expenses related to
contract warehousing, tracking and shipping of product to Visicol(TM) customers.
Royalty cost represents amounts due to the inventor of Visicol(TM) based on
product sales.

         Research and development expenses were $1,576,000 and $3,515,000 for
the three and nine-months ended September 30, 2001 as compared to $924,000 and
$3,260,000 for the same periods a year ago. The increase for the three-month
period is mostly attributable to approximately $300,000 in costs associated with
the reformulation of Visicol(TM) and approximately a $300,000 increase in costs
associated with the development of Colirest(TM).

                                       8
<PAGE>


         Sales and marketing costs of $2,732,000 and $6,959,000 were incurred
for the three and nine-month periods ended September 30, 2001, as compared to
$275,000 for the three and nine-month periods ended September 30, 2000. The cost
of the Company's contract sales force was approximately $1,100,000 and
$3,000,000 for the three and nine-month periods ended September 30, 2001. The
Company also incurred costs related to its co-promotion agreement with Procter
and Gamble Pharmaceuticals of $600,000 and $1,400,000 for the three and
nine-month periods ended September 30, 2001. In addition, the Company paid
royalty and other expenses totaling $200,000 in the third quarter of 2001
related to the Zeria Pharmaceutical license agreement. The balance of sales and
marketing costs for the three and nine-month periods ended September 30, 2001
were for marketing activities associated with Visicol. Sales and marketing costs
are expected to decrease due to the termination of the Innovex sales force
agreement and other cost control measures.

         General and administrative expenses were $887,000 and $2,871,000 for
the three and nine-month periods ended September 30, 2001, as compared to
$1,231,000 and $2,840,000 for the same periods a year ago. The decrease for the
three-months ended September 30, 2001 is related to reduced fees for investor
relations consulting and reduced non-cash amortization of deferred compensation.
The increase for the nine-month period ended September 30, 2001 is the result of
increased administrative personnel and other administrative costs resulting from
the expanded scale of operations associated with the launch of Visicol. Included
in general and administrative expenses is amortization of deferred compensation
of $298,000 and $885,000 for the three and nine-month periods ended September
30, 2001, as compared to $411,000 and $970,000 for the three and nine-month
periods ended September 30, 2000.

         The Company incurred a $6,055,000 performance based stock charge during
the three and nine-month periods ended September 30, 2000. The one time charge
was attributed to the attainment of a previously set milestone of FDA approval
of Visicol(TM), which triggered the vesting of option and restricted stock
awards granted in connection with the Company's equity compensation plans.

         Interest income was $136,000 and $404,000 for the three and nine-month
periods ended September 30, 2001 and $266,000 and $521,000 for the three and
nine-month periods ended September 30, 2000. Fluctuations in interest income are
the result of earnings on a changing investment balance with variable interest
rates. These fluctuations will continue to occur due to such factors.

         We incurred interest expense of $303,000 and $426,000 for the three and
nine-month periods ended September 30, 2001, as compared to $6,000 and $45,000
for the same periods a year ago. These increases are the result of increased
outstanding balances on our line of credit and interest accrued pursuant to our
convertible subordinated notes outstanding.

Liquidity and Capital Resources

         At September 30, 2001, we had cash and cash equivalents of $15,506,000.
The cash and cash equivalents balance at September 30, 2001 includes net
proceeds from a private placement of convertible subordinated notes of
$9,250,000 and warrant and option exercises of $713,000 for the nine-month
period ended September 30, 2001.

         We believe that our financial resources are adequate for our operations
for at least the next 12 months. Our future short and long-term capital
requirements will depend on numerous factors, including sales for our first
marketed product, Visicol(TM). We recently announced to the investment community
reduced revenue and earnings per share expectations due to the slowing growth
trend of Visicol(TM) as a result of the visualization of microcrystalline
cellulose (MCC) in certain patients receiving Visicol(TM). As a result of this
shortfall, we have taken significant steps to ensure our financial stability
into 2003. Such steps include the elimination of 35% of our employee positions,
the majority of which were in non-clinical and non-commercial areas. We also
terminated our Innovex contract sales organization agreement, which will result
in a significant decrease in selling expenses. In addition to the personnel
reductions and sales organization restructuring, other operating costs will be
reduced in areas such as executive pay, bonuses, and pre-clinical scientific
programs. We estimate that these cost-cutting measures will result in savings of
approximately $5 million through 12/31/02.

         In addition to Visicol(TM) sales, other factors which cannot be
quantified and many of which we cannot control will also impact our short and
long-term capital requirements, including: continued commercial costs of
Visicol(TM), continued progress in our research and development activities,
progress with pre-clinical studies and clinical trials, prosecuting and
enforcing patent claims, technological and market developments, the ability to
establish product development arrangements, the cost of manufacturing
development, effective marketing activities and arrangements, and licensing or
acquisition activity.


                                       9
<PAGE>


         We are currently conducting a pivotal trial of Colirest(TM) in Crohn's
disease, conducting a Phase IV dose ranging study of Visicol(TM) and marketing
and selling Visicol(TM) to distributors and drug store chains. Over the next
twelve-months we expect to spend approximately $3 million on the Colirest(TM)
study, $300,000 on the Visicol(TM) study and $5 million on Visicol(TM) sales and
marketing costs. These activities will be funded by our current cash balance and
future Visicol(TM) sales. If Visicol(TM) sales fall short of current
expectations or other factors negatively impact our cash balance, we may seek to
obtain additional funds through equity or debt financing, collaborative or other
arrangements with corporate partners, and from other sources. No assurance can
be given that necessary additional financing will be available on terms
acceptable to us, if at all. If adequate additional funds are not available when
required, we may have to delay, scale-back or eliminate certain of our research,
drug discovery or development activities or certain other aspects of our
operations and our business will be materially and adversely affected.

         We anticipate incurring additional losses in the foreseeable future as
we expand our commercial activities relating to Visicol(TM) and research and
development activities relating to the Thrombospondin Technology and Fc Receptor
Technology. To achieve profitability, we, alone or with others, must
successfully develop and commercialize our technologies and products, conduct
pre-clinical studies and clinical trials, obtain required regulatory approvals
and successfully manufacture, introduce and market such technologies and
products. The time required to reach profitability is highly uncertain, and
there can be no assurance that we will be able to achieve profitability on a
sustained basis, if at all.

New Accounting Pronouncements

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, Business Combinations ("Statement 141"). Statement 141
requires the use of the purchase method of accounting for all business
combinations initiated after June 30, 2001 and eliminates the pooling-of
interests method. This standard will have no impact on the Company's financial
statements.

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets ("Statement 142").
Statement 142 requires goodwill and other intangible assets with indefinite
lives to no longer be amortized, but instead tested for impairment at least
annually. In addition, the standard includes provisions for the reclassification
of certain existing intangibles as goodwill and reassessment of the useful lives
of existing recognized intangibles. Statement 142 is effective for fiscal years
beginning after December 15, 2001. This standard will have no impact on the
Company's financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         We are exposed to market risk associated with changes in interest rates
on our line of credit and certain investments. We do not manage the risk of
fluctuations in interest rates associated with the line of credit, as it is a
short-term borrowing with a maturity date in 2002. The interest rate on the our
line of credit has fluctuated from 8.85 % to 4.70% over the past twelve months
and the outstanding balance at September 30, 2001 was approximately $2,366,000.

         Typically, a substantial portion of our assets are investment grade
debt instruments such as direct obligations of the U.S. Treasury, securities of
federal agencies which carry the direct or implied guarantee of the U.S.
government and bank certificates of deposit. The market value of such
investments fluctuates with current market interest rates. In general, as rates
increase, the market value of a debt instrument would be expected to decrease.
The opposite is also true. To minimize such market risk, we have in the past
and, to the extent possible, will continue in the future to hold such debt
instruments to maturity at which time the debt instrument will be redeemed at
its stated or face value. Due to the short duration and nature of these
instruments, we do not believe that we have a material exposure to interest rate
risk related to our investment portfolio. At September 30, 2001, all of our
investments had matured and the proceeds from such maturities were held in cash
and cash equivalents, typically government backed money market funds.

         We do not anticipate any material changes in our primary market risk
exposures in 2001. We do not hold or issue any derivatives.


                                       10
<PAGE>

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

         Not applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

(a)               Exhibits.

                  None.

          (b)     Reports on Form 8-K.

                  None.




                                       11
<PAGE>


Signatures


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                    INKINE PHARMACEUTICAL
                                    COMPANY, INC.


Date: November 5, 2001
                                    By: /s/ Robert F. Apple
                                        ---------------------------
                                    Robert F. Apple
                                    Chief Financial Officer, (Authorized Officer
                                    and Principal Financial Officer)






                                       12