##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 June 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  ORTHOLOGIC CORP.
 
  Delaware
    
    86-0585310(State of other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
  1275 W. Washington Street, Tempe, Arizona
    
    85281(Address of principal executive offices)
    
    (Zip Code)
  
  
  þ o
 þ o




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Page No.Part I
    
    Financial InformationItem 1.
    
    Financial Statements (Unaudited)Condensed Balance Sheets as of June 30, 2005 and December 31, 2004
    
    
    3Condensed Statements of Operations for the three and six months ended June 30, 2005 and June 30, 2004
    
    
    4Condensed Statements of Cash Flows for the six months ended June 30, 2005 and June 30, 2004
    
    
    5Notes to
Unaudited Condensed  Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4.
    
    Controls and Procedures
    
    
    31Part II
    
    Other InformationItem 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    32Item 5.
    
    Other Information
    
    
    32Item 6.
    
    Exhibits
    
    
    32EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-31.1EX-31.2EX-32
  2




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PART I  Financial Information 
 Item 1. Financial Statements PART I  Financial Information
Item 1. Financial Statements
 
 BALANCE SHEETS 
 June 30,
    
    December 31,2005
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    34,733
    
    
    $
    38,377Short-term investments
    
    
    49,847
    
    
    
    53,642Prepaids and other current assets
    
    
    1,478
    
    
    
    1,053Total current assets
    
    
    86,058
    
    
    
    93,072Furniture and equipment, net
    
    
    458
    
    
    
    478Escrow receivable, net
    
    
    6,895
    
    
    
    6,828Long-term investments
    
    
    6,500
    
    
    
    11,558Deferred income taxes  non-current
    
    
    1,106
    
    
    
    1,106Trademarks and patents
    
    
    2,351
    
    
    
    2,142Total assets
    
    $
    103,368
    
    
    $
    115,184LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,243
    
    
    $
    833Accrued compensation
    
    
    566
    
    
    
    648Accrued property taxes
    
    
    114
    
    
    
    114Excess space reserve
    
    
    160
    
    
    
    559Accrued clinical
    
    
    1,111
    
    
    
    1,236Other accrued liabilities
    
    
    1,034
    
    
    
    727Total current liabilities
    
    
    4,228
    
    
    
    4,117Deferred rent and capital lease obligation
    
    
    101
    
    
    
    137Non-current portion of excess space reserve
    
    
    174
    
    
    
    0Total liabilities
    
    
    4,503
    
    
    
    4,254Stockholders EquityCommon stock, $.0005 par value; 100,000,000
and 50,000,000 shares authorized; 38,224,742
and 38,011,642 shares issued and outstanding
    
    
    19
    
    
    
    19Additional paid-in capital
    
    
    170,949
    
    
    
    170,905Accumulated deficit
    
    
    (72,103
    )
    
    
    (59,994
    )Total stockholders equity
    
    
    98,865
    
    
    
    110,930Total liabilities and stockholders equity
    
    $
    103,368
    
    
    $
    115,184
 See
notes to the condensed financial statements
 3




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STATEMENTS OF OPERATIONS 
 As a DevelopmentThree months ending June 30,
    
    
    Six months ending June 30,
    
    
    Stage Company2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    8/5/2004 - 6/30/2005OPERATING EXPENSESGeneral and administrative
    
    $
    1,273
    
    
    $
    616
    
    
    $
    2,183
    
    
    $
    1,171
    
    
    $
    4,061Research and development
    
    
    5,991
    
    
    
    3,987
    
    
    
    11,394
    
    
    
    7,358
    
    
    
    19,474CPM divestiture and related gains
    
    
    0
    
    
    
    (81
    )
    
    
    (250
    )
    
    
    (192
    )
    
    
    (375
    )CBI in process research and development
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    25,840Total operating expenses
    
    
    7,264
    
    
    
    4,522
    
    
    
    13,327
    
    
    
    8,337
    
    
    
    49,000Other income, net
    
    
    654
    
    
    
    301
    
    
    
    1,206
    
    
    
    607
    
    
    
    1,957Loss from continuing operations
    
    
    (6,610
    )
    
    
    (4,221
    )
    
    
    (12,121
    )
    
    
    (7,730
    )
    
    
    (47,043
    )Income tax benefit
    
    
    0
    
    
    
    0
    
    
    
    (12
    )
    
    
    (294
    )
    
    
    (654
    )Net loss from continuing operations
    
    
    (6,610
    )
    
    
    (4,221
    )
    
    
    (12,109
    )
    
    
    (7,436
    )
    
    
    (46,389
    )Discontinued operationsNet gain on the sale of the bone device
business, net of taxes of $0, $0, $0,
$0, ($363)
respectively
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,048Net income from discontinued operations
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,048NET LOSS
    
    $
    (6,610
    )
    
    $
    (4,221
    )
    
    $
    (12,109
    )
    
    $
    (7,436
    )
    
    $
    (44,341
    )Per Share Information:Net loss from continuing operationsBasic
    
    
    ($0.17
    )
    
    
    ($0.12
    )
    
    
    ($0.32
    )
    
    
    ($0.22
    )Diluted
    
    
    ($0.17
    )
    
    
    ($0.12
    )
    
    
    ($0.32
    )
    
    
    ($0.22
    )Net lossBasic
    
    
    ($0.17
    )
    
    
    ($0.12
    )
    
    
    ($0.32
    )
    
    
    ($0.22
    )Diluted
    
    
    ($0.17
    )
    
    
    ($0.12
    )
    
    
    ($0.32
    )
    
    
    ($0.22
    )Basic and diluted shares outstanding
    
    
    38,220
    
    
    
    34,528
    
    
    
    38,134
    
    
    
    34,419
 See
notes to the condensed financial statements
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STATEMENTS OF CASH FLOW 
 As a DevelopmentFor six months ended June 30,
    
    
    Stage Company2005
    
    
    2004
    
    
    8/5/2004  6/30/2005OPERATING ACTIVITIESNet loss
    
    $
    (12,109
    )
    
    $
    (7,436
    )
    
    $
    (44,341
    )Non Cash items:Depreciation and amortization
    
    
    298
    
    
    
    115
    
    
    
    357Escrow account amortization
    
    
    (67
    )
    
    
    16
    
    
    
    (86
    )Deferred tax asset
    
    
    
    
    
    
    
    
    
    
    (336
    )Gain on sale of bone device business
    
    
    
    
    
    
    
    
    
    
    (2,048
    )CBI in process R&D
    
    
    
    
    
    
    
    
    
    
    25,840Net change in assets and liabilities:Prepaids and other current assets
    
    
    (425
    )
    
    
    310
    
    
    
    4Accounts payable
    
    
    410
    
    
    
    448
    
    
    
    523Accrued liabilities
    
    
    (161
    )
    
    
    (2,464
    )
    
    
    622Cash flows used in operating activities
    
    
    (12,054
    )
    
    
    (9,011
    )
    
    
    (19,465
    )INVESTING ACTIVITIESExpenditures for equipment and furniture
    
    
    (87
    )
    
    
    (34
    )
    
    
    (138
    )Cash paid for patent assignment rights
    
    
    (400
    )
    
    
    0
    
    
    
    (400
    )Cash paid for assets of CBI
    
    
    0
    
    
    
    0
    
    
    
    (3,668
    )Purchases of investments
    
    
    (29,891
    )
    
    
    (40,960
    )
    
    
    (74,457
    )Maturities of investments
    
    
    38,744
    
    
    
    20,158
    
    
    
    76,048Cash flows used in investing activities
    
    
    8,366
    
    
    
    (20,836
    )
    
    
    (2,615
    )FINANCING ACTIVITIESNet proceeds from stock exercises
    
    
    44
    
    
    
    3,893
    
    
    
    1,406Cash flows provided by financing activities
    
    
    44
    
    
    
    3,893
    
    
    
    1,406NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (3,644
    )
    
    
    (25,954
    )
    
    
    (20,674
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    38,377
    
    
    
    82,357
    
    
    
    55,407CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    34,733
    
    
    $
    56,403
    
    
    $
    34,733Supplemental Disclosure of Non-Cash Investing ActivitiesCash paid during period for Interest
    
    $
    0
    
    
    $
    3
    
    
    $
    0Cash paid during period for Income taxes
    
    $
    0
    
    
    $
    2,673
    
    
    $
    0CBI AcquisitionCurrent assets acquired
    
    
    
    
    
    
    
    
    
    $
    29Trademarks acquired
    
    
    
    
    
    
    
    
    
    
    2,142Liabilities acquired
    
    
    
    
    
    
    
    
    
    
    (140
    )Original investment reversal
    
    
    
    
    
    
    
    
    
    
    (750
    )In-process R&D acquired
    
    
    
    
    
    
    
    
    
    
    25,840Common stock issued for acquisition
    
    
    
    
    
    
    
    
    
    
    (23,453
    )Cash paid for CBI acquisition
    
    
    
    
    
    
    
    
    
    $
    3,668
 See
notes to the condensed financial statements
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS ORTHOLOGIC CORP.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of the business.
 ®
     6




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® ®
 Financial Statement Presentation
  Development stage.
 Use of estimates.
 A. Cash and cash equivalents.
 B. Furniture and equipment.
  7




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C. Excess space reserve.
 D. Income taxes.
 E. Research and development.
 F. Accrued Clinical.
 G. Stock-based compensation.
  8




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Three months ended June 30,
    
    
    Six months ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Estimated weighted-average fair value
of options granted during the period
    
    $
    2.66
    
    
    $
    
    
    
    $
    3.78
    
    
    $
    2.46Net income (loss) attributable to
common stockholders:As reported
    
    $
    (6,610
    )
    
    $
    (4,221
    )
    
    $
    (12,109
    )
    
    $
    (7,436
    )Stock based compensation expense
    
    
    (315
    )
    
    
    (34
    )
    
    
    (580
    )
    
    
    (613
    )Pro forma
    
    $
    (6,925
    )
    
    $
    (4,255
    )
    
    $
    (12,689
    )
    
    $
    (8,049
    )Basic net income per share:As reported
    
    $
    (0.17
    )
    
    $
    (0.12
    )
    
    $
    (0.32
    )
    
    $
    0.22Pro forma
    
    $
    (0.18
    )
    
    $
    (0.12
    )
    
    $
    (0.33
    )
    
    $
    0.23Diluted net income per share:As reported
    
    $
    (0.17
    )
    
    $
    (0.12
    )
    
    $
    (0.32
    )
    
    $
    0.22Pro forma
    
    $
    (0.18
    )
    
    $
    (0.12
    )
    
    $
    (0.33
    )
    
    $
    0.23Black Scholes model assumptions:Risk free interest rate
    
    
    3.7
    %
    
    
    3.6
    %
    
    
    3.7
    %
    
    
    3.6
    %Expected volatility
    
    
    79
    %
    
    
    41
    %
    
    
    63
    %
    
    
    45
    %Expected term
    
    2.6 Years
    
    2.7 Years
    
    2.6 Years
    
    2.7 YearsDividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  H. Loss per common share.
 I. Discontinued operations.
 9




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J. Recognition of escrow receivable and indemnification.
 K. New accounting pronouncements.
  10




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L. Certain
reclassifications.
 2. ASSET ACQUISITION OF CHRYSALIS BIOTECHNOLOGY, INC.
    11




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3. INVESTMENTS AND FAIR VALUE DISCLOSURES
   Investments with maturities  short-term
    
    June 30,
    
    
    December 31,2005
    
    
    2004Amortized cost
    
    $
    49,847
    
    
    $
    53,642Gross unrealized loss
    
    
    (146
    )
    
    
    (110
    )Fair value
    
    $
    49,701
    
    
    $
    53,532
 Investments with maturities  long term
    
    June 30,
    
    
    December 31,2005
    
    
    2004Amortized cost
    
    $
    6,500
    
    
    $
    11,558Gross unrealized loss
    
    
    (10
    )
    
    
    (74
    )Fair value
    
    $
    6,490
    
    
    $
    11,484
   4. LITIGATION
 OrthoLogic Corp. v. Maricopa County
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
   Overview
   13




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
    
    fracture repair;
    
    diabetic ulcer healing; and
    
    cartilage defect repair.
  
    
    spine fusion;
    
    cardiovascular repair, and
    
    ligament and tendon repair.
  Research and Development of the Chrysalin Product Platform
    14




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The Regulatory Approval Process
  15




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Outlook
 
  Critical Accounting Policies and Estimates
 Income Taxes:
 16




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Discontinued Operations
 Liability for Representations and Warranties Made in Conjunction with the Sale of the Bone
Device Business
 Excess Space Reserve
 17




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Accrued Clinical
 Results of Operations Comparing Three-Month Period Ended June 30, 2005 to the Corresponding Period
in 2004.
 Revenues, Cost of Revenues and Gross profits
 General and Administrative (G&A) Expenses
 Research and Development Expenses .
 18




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CPM Divestiture and Change in Estimated Collectibility of CPM Receivables
 Other Income, Net
 Net Loss
 Results of Operations Comparing Six-Month Period Ended June 30, 2005 to the Corresponding Period in
2004.
 Revenues, Cost of Revenues and Gross profits
 General and Administrative (G&A) Expenses
 Research and Development Expenses .
 19




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CPM Divestiture and Change in Estimated Collectibility of CPM Receivables
 Other Income, Net
 Net Loss
 Liquidity and Capital Resources
   20




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21




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Risks
  
    
    unfavorable results of our product candidate development efforts;
    
    unfavorable results of our pre-clinical or clinical testing;
    
    delays in obtaining, or failure to obtain FDA approvals;
    
    increased regulation by the FDA and other agencies;
    
    the introduction of competitive products;
    
    impairment of license, patent or other proprietary rights;
    
    failure to achieve market acceptance of our products;
    
    the impact of present and future collaborative agreements; and
    
    failure to successfully implement our drug development strategy.
  22




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Risks of our Business
 We are a biopharmaceutical company with no revenue generating operations and high investment costs.
    Our product candidates are in various stages of development and may not be successfully developed
or commercialized.
  
    
    Acceleration of Fracture Repair
    
    Phase 3 human clinical trials
    
    Dermal Wound Healing
    
    Phase 1/2 human clinical trials
 23




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
    
    Cartilage Defect Repair
    
    Late stage pre-clinical trials
    
    Tendon and Ligament Repair
    
    Early stage pre-clinical trials
    
    Cardiovascular Repair
    
    Pre-clinical trials
    
    Spine Fusion
    
    Phase 1/2 human clinical trials
  
    
    some or all of our product candidates are determined to be ineffective or unsafe;
    
    we do not receive necessary regulatory approvals;
    
    we are unable to get some or all of our product candidates to market in a
timely manner;
    
    we are not able to produce our product candidates in commercial quantities at
reasonable costs;
    
    our products undergo post-market evaluations resulting in marketing
restrictions or withdrawal of our products; or
    
    patients, health insurance and/or physicians do not accept our products.
  
    
    adverse or ambiguous results;
    
    undesirable side effects which delay or extend the trials;
    
    inability to locate, recruit, qualify and retain a sufficient number of
patients for our trials;
    
    regulatory delays or other regulatory actions;
    
    difficulties in obtaining sufficient quantities of the particular product
candidate or any other components needed for our pre-clinical testing or clinical trials;
    
    change in the focus of our development efforts; and
    
    re-evaluation of our clinical development strategy.
  Our product candidates are all based on the same peptide, Chrysalin. If one of our product
candidates reveals safety or fundamental inefficacy issues in clinical trials, it could impact the
development path for all our other current product candidates.
   24




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A portion of our rights to Chrysalin are sublicensed and if the license is invalid or
unenforceable, we may lose our rights to use the Chrysalin technology, which would ultimately
prevent us from commercializing and selling any Chrysalin-based products.
  If we cannot protect the Chrysalin patents or our intellectual property generally, our ability to
develop and commercialize our products will be severely limited.
     25




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Our success also depends on our ability to operate and commercialize products without infringing on
the patents or proprietary rights of others.
  
    
    pay substantial damages;
    
    stop using our technologies;
    
    stop certain research and development efforts;
    
    develop non-infringing products or methods; and
    
    obtain one or more licenses from third parties.
  The loss of our key management and scientific personnel may hinder our ability to execute our
business plan.
  26




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We face an inherent risk of liability in the event that the use or misuse of our products results
in personal injury or death.
  Our stock price is volatile and fluctuates due to a variety of factors.
  
    
    announcement of the results of, or delays in, preclinical and clinical studies;
    
    fluctuations in our operating results;
    
    developments in litigation to which we or a competitor is subject;
    
    announcements and timing of potential acquisitions, divestitures, and
conversions of preferred stock,
    
    announcements of technological innovations or new products by us or our competitors;
    
    FDA and other regulatory actions;
    
    developments with respect to our or our competitors patents or proprietary rights;
    
    public concern as to the safety of products developed by us or others; and
    
    changes in stock market analyst recommendations regarding us, other drug
development companies or the pharmaceutical industry generally.
  Risks of our Industry
 The pharmaceutical industry is subject to stringent regulation, and failure to obtain regulatory
approval will prevent commercialization of our products.
  27




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
    
    negative or ambiguous pre-clinical or clinical trial results;
    
    changes in regulations or the adoption of new regulations;
    
    unexpected technological developments; and
    
    developments by our competitors that are more effective than our product candidates.
     The results of our late stage clinical trials may be insufficient to obtain FDA approval, which
could result in a substantial delay in our ability to generate revenue.
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Patients may discontinue their participation in our clinical studies, which may negatively impact
the results of these studies and extend the timeline for completion of our development programs.
   
    
    the size of the patient population;
    
    the nature of the clinical protocol requirements;
    
    the diversion of patients to other trials or marketed therapies;
    
    our ability to recruit and manage clinical centers and associated trials;
    
    the proximity of patients to clinical sites; and
    
    the patient eligibility criteria for the study.
 Even if we obtain marketing approval, our products will be subject to ongoing regulatory oversight,
which may affect our ability to successfully commercialize any products we may develop.
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If our competitors develop and market products that are more effective than ours, or obtain
marketing approval before we do, our commercial opportunities will be reduced or eliminated.
  
    
    Acceleration of Fracture Repair:While there is currently no drug product
approved by the FDA for acceleration of fracture repair, at least one large pharmaceutical
company, Pfizer, Inc., received FDA clearance to begin human clinical trials in the United
States for this indication.
    
    Diabetic Ulcer Healing:To our knowledge, there are two corporate sponsored
clinical trials underway on new drug substances for diabetic ulcer healing. These early
stage clinical trials are being conducted by Genentech on recombinant human vascular
endothelial growth factor, and by King Pharmaceuticals on an adenosine A2A receptor
agonist. One gene therapy company, Selective Genetics, has initiated an early stage human
clinical trial on platelet derived growth factors in the United States for the diabetic
ulcer indication.
    
    Cartilage Defect Repair:Several products with bioactive components are in
the development stage for this indication, including Bone Morphegenic Proteins (BMPs).
However, we believe no company has yet received FDA authorization to begin human clinical
trials in the United States for this indication.
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Healthcare reform and restrictions on reimbursements may limit our financial returns.
    
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  31




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Internal Control Over Financial Reporting
  
 Part II  Other Information
 
 Item 4.
Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
   
 Item 6. Exhibits
  32




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SIGNATURES
  ORTHOLOGIC CORP.(Registrant)Signature
    
    Title
    
    Date/s/ James M. Pusey
James M. Pusey
    
    President and Chief Executive Officer
(Principal Executive Officer)
    
    August 9, 2005/s/ Sherry A. Sturman
Sherry A. Sturman
    
    Senior Vice-President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
    
    August 9, 2005
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##### Table of Contents



OrthoLogic Corp.
Exhibit Index to Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2005
 Exhibit
    
    
    
    
    
    FiledNo.
    
    Description
    
    Incorporated by Reference To:
    
    Herewith3.1
    
    Amended and Restated
Certificate of
Incorporation,
executed April 15,
2005
    
    Exhibit 3.1 to the Companys Form
10-Q for the quarter ended March
31, 2005, filed with the SEC on May
10, 2005 (March 2005 10-Q)3.2
    
    Amended Certificate
of Designation of
Series A Preferred
Stock, executed
April 15, 2005
    
    Exhibit 3.2 to the March 2005 10-Q3.3
    
    Bylaws of the Company
    
    Exhibit 3.4 to Companys Amendment
No. 2 to Registration Statement on
Form S-1 (No. 33-47569) filed with
the SEC on January 25, 19934.1
    
    Rights Agreement
dated as of March 4,
1997, between the
Company and Bank of
New York, and
Exhibits A, B and C
thereto
    
    Exhibit 4.1 to the Companys
Registration Statement on Form 8-A
filed with the SEC on March 6, 19974.2
    
    First Amendatory
Agreement to March
4, 1997 Rights
Agreement
    
    Exhibit 10.1 to the Companys Form
8-K filed August 24, 19994.3
    
    Amendment No. 2 to
March 4, 1997 Rights
Agreement
    
    Exhibit 4.1 to the Companys Form
8-K filed October 20, 20034.4
    
    1987 Stock Option
Plan of the Company,
as amended and
approved by
stockholders
    
    Exhibit 4.4 to the Companys Form
10-Q for the quarter ended June 30,
19974.5
    
    1997 Stock Option
Plan of the Company,
as amended and
approved by the
stockholders
    
    Exhibit 4.3 to the Companys
Registration Statement on Form S-8,
filed with the SEC on March 2, 200510.1
    
    Indemnification
Agreement between
the Company and Dr.
James M. Pusey,
dated April 15, 2005
    
    
    
    
    
    X10.2
    
    Director
Compensation Plan,
effective June 10,
2005
    
    
    
    
    
    X10.3
    
    Patent Assignment
Agreement dated June
28, 2005, between
the Company and the
University of Texas
    
    
    
    
    
    X10.4
    
    Amendment No.1 to
the Employment
Agreement between
the Company and Dr.
James M. Pusey,
dated
August 8, 2005
    
    
    
    
    
    X10.5
    
    Amendment No.1 to
Third Amended and Restated Employment
Agreement between
the Company and
Sherry A. Sturman,
dated August 7, 2005
    
    
    
    
    
    X31.1
    
    Certification of
Chief Executive
Officer Pursuant to
Securities Exchange
Act Rule 13a-14
    
    
    
    
    
    X




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##### Table of Contents



Exhibit
    
    
    
    
    
    FiledNo.
    
    Description
    
    Incorporated by Reference To:
    
    Herewith31.2
    
    Certification of
Chief Financial
Officer Pursuant to
Securities Exchange
Act Rule 13a-14
    
    
    
    X32
    
    Certification of
Chief Executive
Officer and Chief
Financial Officer
Pursuant to 18
U.S.C. Section 1350*