UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Cryogenic Solutions, Inc.
(Name of Small Business Issuer in its charter)
Nevada 76-0484097
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9881 South Wilcrest, Houston, Texas 77099
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (281) 988-6118
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NA NA
Securities to be registered under Section 12(g) of the Act:
The registrant had 28,814,442 shares of Common Stock,
at $.001 par value, outstanding as of September 30,1999.
(Title of class)
Item 1. Description of Business
Cryogenic Solutions, Inc. is a development stage biotechnology company that has
never had any sales focusing on controlled cellular dedifferentiation and
transdifferentiation processes. The company has acquired the exclusive rights
for applications to a specialized expression vector capable of producing single
stranded DNA (ssDNA) in both eukaryotes and prokaryotes.
The company was formed in 1995 under SEC regulation D as a biomedical research
and development operation. Equity funding has been the only source of
operational and research support from the outset. Capital resources have been
carefully husbanded with the bulk of the funding allocated directly to research
with administrative overhead held to a minimum.
Genetics research has discovered that it is possible to interrupt the progress
of many diseases by interfering with the transmission of genetic information
within the individual cells thus preventing the disease at the cellular level.
This is called "antisense" therapy. An "antisense molecule" (ODN) must be
introduced into the infected cells to intercept the "sense" messenger molecule
and cancel it out. The Cryogenic Solutions, Inc. product enables the process by
"delivering" the antisense molecule to the targeted cells.The company intends
to license its technology to commercial interests who own the patents for the
various gene sequences.
The company has developed a "cassette" that can be inserted into a viral
delivery/expression vector of choice. The cassette enables the vector to express
any desired sequence-specific, single-stranded DNA (ssDNA) oligonucleotide.
Most human diseases arise from the function or dysfunction of genes within the
body, either those of pathogens, such as viruses, or the body's own genes.
New technological advances in molecular biology have led to the identification
of genes associated with major human diseases and the determination of their
genetic basis.
Antisense oligonucleotide technology is providing a highly specific strategy
for targeting a wide range of diseases at the genetic level, by interfering
with mRNA to inhibit production of disease associated proteins.
In this rapidly expanding market, the race is on to develop oligonucleotide
drugs for the treatment of diseases such as cancer, HIV, Hepatitis B and a
range of inflammatory conditions such as arthritis and psoriasis.
According to The Institute for Human Gene Therapy at the University of
Pennsylvania research scientists agree that antisense approaches coupled with
available genome and viral genetic information will ultimately lead to viable
genetic medical therapies. Currently, there are two major types of antisense
molecules used in antisense strategies. The first uses RNA to form duplexes
with cellular RNA. RNA expression vectors offer high transfection rates, cell
targeting, and in vivo transcription of the desired RNA. However, affecting
messenger RNA-antisense RNA duplex formation has often proved ineffective
because of low hybridization rates to target RNA and a brief antisense RNA
half-life due to host-cell mediated degradation.
The second antisense molecule types are oligonucleotides composed of DNA or
DNA analogs. DNA oligonucleotide mediated antisense formation with messenger
RNA has proved effective in cell culture. Advantages of using DNA oligos are
that DNA has a higher binding affinity for cellular RNA than does an RNA
molecule and DNA has a longer half-life than RNA. Most importantly, DNA-RNA
hybrids activate RNase H, an enzyme which digests the target RNA in the duplex.
The RNase H enzymatic activity permanently removes the RNA from the cell and
frees the oligo to bind to additional RNAs. This subsequently lowers the
amount of DNA oligos required for RNA hybridization and lessens problems
caused by toxicity. The list, of viral and chromosomal genes that have been
successfully turned off in cell culture, by this antisense mechanism, is fast
growing and the number of patents issued on specific genetic sequences for
antisense use is also expanding rapidly. There are approximately 600 such U.S.
patents at this writing.
Page2
Heretofore, DNA and DNA analog oligonucleotide mediated antisense strategies
have been ineffective as an antisense therapy in living organisms. In contrast
to RNA vectors, no effective ssDNA vector has previously been designed which
can bind, penetrate, and synthesize ssDNA in cells and tissues of living
animals. The DNA oligonucleotide antisense approach has worked well in vitro
but not in vivo because cells cultured in vitro, e.g., in cell cultures, can
be saturated with the oligonucleotide, a luxury that is not practical in the
living organism. In fact, even with liposome uptake enhancers and chemical
modificatons to the DNA backbone, which increase half-life, the requisite
quantity of DNA oligos introduced into the organism is often toxic. Animal
studies have shown this approach to induce hypotension, renal failure, coma,
and death.
The Cryogenic Solutions, Inc. proprietary technology merges the above antisense
approaches. Our new technology allows a delivery/expression vector to bind
cells, enter the cell, and replicate. Our cassette, when inserted into the
desired targeting vector, will express sequence-specific ssDNA rather than
RNA. The ssDNA (1) can be regulated to attempt expression of ssDNA at
therapeutic but subtoxic levels, (2) is sequence specific and possesses a
relatively long half-life, (3) can be targeted to multiple sites on a target RNA
or be targeted to multiple target RNAs, (4) provide binding sites for DNA-
binding proteins, and (5) induce RNase H activity freeing the ssDNA to
hybridize with other RNAs.
The technology has been successfully tested in our principal research facility,
Ingene, Inc. in various tissue samples. The company has also delivered sample
versions of the technology to over a dozen universities for third party
validation of the product. The results of these studies will be published upon
their completion sometime in the first quarter 2000. In addition to these
ongoing studies the company intends to publish a comprehensive manuscript
describing these studies in concert or subsequent to the issuence of its first
patent expected in November, 99.
Having developed an effective technology for the delivery of therapeutic
antisense molecules, the choice is how to most effectively get the products
resulting from the technology into the health care marketplace.
The company has spent approximately $1,000,000 per year for the past two years
on research and development activities.
To date there are limited ways to deliver single stranded DNA oligonucleotides
into cells, but they are not reliable and can only be used in limited
applications. The company's ssDNA expression vector can be used in very broad
applications and can be delivered safely into the cells of living animals.
To our knowledge there is no effective competition to the company's proprietary
technology. On December 28, 1998 the United States Patent Office (USPTO)
notified the company that it has allowed all the claims contained in the patent
application for the company's single stranded DNA expression vector. The Patent
is expected to issue in November, 99.
The company has 7 full time employees.
Dr. Jonathan Elliston was hired on September 1, 1999 as Director of Strategic
Planing and Intellectual Property. Ms. Kim Totsky was hired as an Executive
Assistant. The five Officers of the company are described in Item 5,"Directors,
Officers, Promoters and Control Persons."
Regulatory Issues
The FDA approves compounds that have been demonstrated both safe and effective
as individual parts and in combination. The safety of our vector by itself is
easily demonstrated since it has no efficacy by itself. The task is to prove .
safety with a sufficient number of efficacious oligos to comfortably
extrapolate universal safety of the vector alone.
Page 3
The FDA recognizes different categories of disease that deserve different
approval standards. The most lenient is accorded to those drugs that have been
designated "compassionate use" in that any dangers or side effects they may
exhibit are less harmful than those inherent in the disease itself when
compared with the potential benefits.
Certain diseases have been designated as "orphan" diseases in that there are
so few cases that the major drug companies cannot justify the expense of
investigational development and submitting to the full approval process. Many
of the orphan diseases, although rare, are nonetheless devastating to the
patients and their families from both a physical and financial point of view.
The FDA therefore, has afforded less rigorous requirements for their
approval.
Accordingly, application for approval of disease specific oligos for "orphan"
drugs with "compassionate use" status offer the easiest and fastest way to
demonstrate the safety of our vector and the efficacy of the specific oligos .
in combination.
Although this approach does not represent enormous profit potential in the
early stages, it minimizes the expense and time involved in gaining the first
set of approvals. Therefore, an important component of the company's
regulatory strategy involves cycling through a number of applications to the
FDA beginning with the simplest and easiest to win approval.
Company Technology
The technology that became the ssDNA IEV was invented by an MD, Dr. Charles
Conrad, founder of InGene, Inc and a practicing neural oncologist. The
technology was exclusively licensed and developed under a sponsored research
agreement by Cryogenic Solutions, Inc.. The United States Patent Office (USPTO)
has allowed all the claims and the first ssDNA IEV patent is scheduled to be
issued in November of 1999. Patent filings including co-inventions by
Cryogenic Solutions, Inc. scientist and Dr. Conrad are in process. The company
has also initiated work on additional technologies.
Item 2. Management's Discussion and Analysis or Plan of Operation
The company has budgeted $2,000,000 for operations in fiscal year 2000.
$840,000 has been allocated for General & Administrative costs.
$930,000 has been allocated for Research & Development including 6 animal
studies. The scientific protocols will be determined in January 2000.
$230,000 will be reserved for contingencies. The company will rely on equity
financing to attain it's working capital requirements.
The first obvious market target for our delivery vector comprises those
companies who own the rights to patented oligos with therapeutic potential.
Their initial interest would be in testing the combined technologies with a
view to commercialization.
The next target would be the major pharmaceutical manufacturers who might
already have options on oligos and are looking for a way to bring value to
that property with delivery technology. These would necessarily be firms with a
long view as antisense gene therapy has the potential to severely impact the
revenues now generated by treating symptoms for conditions that can be
corrected or eliminated with the new biotechnology.
Strategic alliances are the rule rather than the exception in the biotech world
as mentioned before. Virtually every technology invented must be combined with
another technology to comprise a useable product. These combinations are
generally effected through M&A or strategic alliances.
Sometimes the alliances are more intended to match financing to innovation than
to match complimentary technologies. Each alliance has a valuable role in the
biotechnology arena.
Initial contact has been made by various firms that may result in a strategic
alliance.
Page 4
Cryogenic Solutions, Inc. ability to continue operations in 1999 depends on its
success in obtaining equity financing in an amount sufficient to support its
operations through the end of 1999, and in connection therewith, is in
negotiations with several parties to obtain such financing.
Thus far the major role of management has been to obtain the funding for the
research, monitoring the progress, husbanding intellectual property, and
development of the technology.
1) The decision was made early on that equity funding would be the primary
source with an eye to grants whenever possible. Debt has not been an option.
2) The management team has successfully kept the G&A extremely low and
dedicated the lions share of available funds for research and development.
3) The Company has vigorously pursued prosecution of patents for both its
licensed technology and internally developed technology. The first of such
has been allowed and is scheduled for issue by November, 1999.
4) The combination of Beta Tests and RFP's assures a flow of corroborative
data while new approaches and technologies are tested.
The strategy from this point forward is simple:
1) Provide the ssDNA IEV BetaTest Kits (product samples that may not be
reverse engineered) to as many respected investigators as possible at cost so
that they can demonstrate the efficacy of our proprietary vector by delivering
their own patented oligos.
2) Complete primate studies being conducted at The Southwest Foundation for
Biomedical Research, San Antonio, Texas to prove in vivo expression in
pharmacologically significant quantities. The research is intended to turn off
or antisense the SIV virus. Results of such studies are expected by the spring
of 2000.
3) Identify promising "compassionate use" therapies that qualify for fast-track
FDA approval to demonstrate safety and efficacy in human trials.
This strategy has been initiated and is progressing with deliberate speed. In
addition, the company is posting Requests for Proposals (RFP) from interested
and competent research facilities to conduct in vivo studies from a list
suggested by the Cryogenic Solutions, Inc. Scientific Advisory Board.
In Kind Stock Swap
In January 1999 rules governing Regulation D, 504 Private Placements were
amended whereby issuers were compelled to offer one year restricted stock to
suitable investors. Prior to this amendment, issuers were permitted to offer
freely transferable shares to investors, typically at a slight discount to
market in order to secure equity financing. This new rule governing equity
financing would place shareholders at a large disadvantage due to the fact
that in order to secure funds for continued operations management would be
forced to offer unusually large discounts to market in consideration for
the one year restriction for sale of securities.
Rather than continue to fund future operations of the company at such a
disadvantage to the shareholders, the management of Cryogenic Solutions, Inc.
decided to offer all current shareholders the opportunity to exchange their
freely transferable shares for one year restricted shares at a 2 for 1 ratio
under the exemptions provided for in the Securities Act of 1933, Section 3-a-9
and the Nonpublic Offering Exemption, the exemtion from the registration
requirements of section 5 of the Securities Act of 1933 afforded by the second
clause of section 4(1)' of the Act for "transactions by an issuer not
involving any public offering, "the so-called "private offering exemption.
Page 5
The reasons for the offer of the In Kind Stock Swap was to have all benefits of
the exchange accrue to current shareholders through the accumulation of freely
transferable shares in the company's treasury. Shareholders were benefited by
the ability to double their holdings in the company in a non-taxable exchange
according to IRS section code 1036 titled "Stock For Stock Of Same Corporation".
It was deemed necessary for the continued funding of operations by the company's
management to hold treasury shares for the purposes such as; use for sale to
employees, satisfying any future stock options and bonus plans; to establish
a market in the stock; use the stock to purchase other assets; use for a stock
dividend; buyout a particular stockholder or avoid takeovers.
Shareholders were notified of the In Kind Stock Swap via public press releases,.
information contained on the Internet and through bulletins issued by the
Depository Trust Company (DTC).
The company's transfer agency, Nevada Agency and Trust Company (NATCO) of Reno,
Nevada acted as trustee for the exchange and was issued 20,000,000 shares to
implement the transaction.
The company extended an offer to all shareholders to exchange shares of
Cryogenic Solutions, Inc. freely tradable common stock. The Company issued two
shares of one year restricted common stock in consideration for each share of
freely tradable common stock transferred to the Company between May 16 and
August 21, 1999 up to a total of ten million shares.
The results of the completion of the In Kind Stock Swap are;
Number of one year restricted shares issued: 11,651,522 shares
Number of freely transferable shares transferred to treasury: 5,825,761 shares
Number of freely transferable shares sold from treasury: 948,304 shares
Number of freely transferable shares remaining in treasury: 4,877,457 shares
The remaining 8,348,478 shares of the 20,000,000 issued to the trustee NATCO
were retired back to authorized and un-issued upon completion of the exchange.
The total number of shares outstanding as of September 27, 1999 is 28,814,442
common.
Change in Management
In May of 1999 Laurence Mealey, CEO of the company died, subsequently Mike
Skillern assumed the position of temporary CEO and President. On September 1,
1999 Malcolm Skolnick was appointed as CEO and President of the Company. He was
also appointed as a director of the company beginning September 1, 1999 for a
term of three years.
Lawrence Wunderlich, Vice President of Finance and Corporate Secretary was also
appointed to the Board of Directors on September 1, 1999 for a term of three
years.
Item 3. Description of Property.
The Company's corporate executive offices are located at 1501 Winrock, #9909,
Houston, Texas 77057. The Company has occupied this approximate 1100 square
foot unit since August 1998. The facility is in excellent condition and is
adequate for corporate use. Rent on the facility is $775,00 per month.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Principal Shareholders
The following table sets forth the name and address, as of September 30, 1999,
and the approximate number of Shares of Common Stock of the Company owned of
record or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's Common Stock, and
the name and shareholdings of each Officer and Director, and all Officers and
Directors as a group.
Page 6
<TABLE>
<C> <C> <C>
Name of Number of Percent of
Beneficial Owner Shares Owned Shares Owned
Skillern Family Partnership 2,000,000 6.9% D,O
2900 South Gessner #504 common
Houston, Texas 77063
Dell T. Gibson 1,150,000 3.9% D,O
6524 San Felipe #388 common
Houston, Texas 77057
Gibson Family Partnership 569,399 1.9%
6524 San Felipe #388 common
Houston, Texas, 77057
Lawrence Wunderlich 150,000 .5% D,O
6524 San Felipe #388 common
Houston. TX 77057
Mike Walters, L.P.T. 500,000 1.7% D
1220 Blalock #220 common
Houston, Texas 77055
Malcolm Skolnick, Ph.D. 1,100,000 3.8% D,O
6524 San Felipe #388 common
Houston, Texas 77057
D A Director of Company
O An Officer of Company
Officers and Directors as a group: 5,469,399 18.9%
Common
</TABLE>
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth certain information with respect to each of the
Directors, executive Officers, key employees and control persons of the
Company.
<TABLE>
<C> <C> <C>
NAME TITLE
Malcolm Skolnick 63 Chief Executive Officer, President, Director
Term of Office: 9/30/99 to 9/30/02
Dell Gibson 61 Executive Vice President, Chairman of the Board
Term of Office: 9/10/98 to 9/10/02
Mike Skillern 32 Vice President Research & Development, Director
Term of Office: 9/10/98 to 9/10/01
Lawrence Wunderlich 41 Vice President, Finance, Director
Term of Office 9/30/99 to 9/10/98
Michael Walters 65 Director
Term of Office 9/10/98 to 9/10/98
</TABLE>
Page 7
None of the members of Management is related to the other.
The Company has entered into temporary agreements with the officers of the
Company where they are paid salary of $60,000 each per year. Such payment can
be made in form of cash or restricted common stock at the prevailing ask price
of the stock. The officers are given the option of accruing cash payments until
such time as the Company can afford to make such payments, in the opinion of
the Board of Directors. The payment of stock is based on the closing asked
price of the Company's common stock on the 1st and 15th of each month for the
preceding pay period.
Malcolm Skolnick has been the Chief Executive Officer and President of the
Company since September 1, 1999. Prior to that time and for the last 30 years
Dr. Skolnick was a Professor of Technology and Health Law at the School of
Public Health in the University of Texas Health Sciences Center at Houston.
Dr. Skolnick pursued research on policy issues at the interface of science
and law.
Mr. Skillern has been an officer of the company since February 1995. Prior to
that he attended Texas Tech University before working for the State of Texas
Senate. In 1986 Mr. Skillern worked as Vice President of Finance for Doctors'
Insurance Exchange in Houston, Texas where he arranged credit lines and
partnership financing exceeding $1,000,000. Mr. Skillern is the founder and
currently serves as a Director and Vice Presidentof Research and development
for Cryogenic Solutions, Inc. Mr. Skillern serves as one of three general
partners for Skillern Family Partnership, LTD.which owns 2,000,000 common
shares of the Company.
Mr. Gibson has been an officer of the company since February, 1995. He
graduated from the University of Texas in Austin and has done post graduate
work there. After U.S. Army service in Europe, Mr. Gibson has worked in a
wide variety of Sales, Marketing and Management positions with companies such
as Searle Cardio Pulmonary Instruments and AMSCO Rehab. Mr. Gibson currently
serves as Vice President and Director for Cryogenic Solutions, Inc. Mr.
Gibson owns 1,150,000 common shares of The Company. Mr. Gibson serves as one
of three general partners for the Gibson Family Partnership which owns 569,399
shares.
Mr. Wunderlich worked as a financial consultant at the investment banking
firm of Josephthal and Company from October 1996 until August 1998. At that
time Mr. Wunderlich joined the management team of Cryogenic Solutions, Inc.
as Vice President of Finance. Prior to his employment with Josephthal, Mr.
Wunderlich co-owned The Language Loop from 1991 to 1996 and held the position
of President. The company was a translation and interpreting service provider
to international companies. Mr. Wunderlich is fluent in German and Russian.
Mr. Wunderlich attended the University of Vienna and Manhattan College in
Riverdale, New York. Owns 150,000 shares
Michael Walters, L.P.T. is a Licensed Physical Therapist and has been in
private practice for over thirty six years. During this time he has been
associated with the Brook Army Hospital Burn Center in San Antonio, Texas and
trained in that facility. He has also served and trained in the trauma ward
in this same facility. Michael Walters owns 500,000 shares of Cryogenic
Solutions, Inc. common stock.
An equity interest in The Company will be made available, on an incentive
basis, to all employees, through an incentive and non-qualified stock option
plan.
Page 8
Item 6. Executive Compensation
The Company has entered into temporary agreements with the officers of the
Company where they are paid salary of $60,000 each per year. Such payment
can be made in form of cash or restricted common stock at the prevailing
ask price of the stock. The officers are given the option of accruing cash
payments until such time as the Company can afford to make such payments, in
the opinion of the Board of Directors. The payment of stock is based on the
closing asked price of the Company's common stock on the 1st and 15th of each
month for the preceding pay period.
Item 7. Certain Relationships and Related Transactions
Management is unaware of any other interests of its officers and directors
that may create a potential conflict of interest with the Company.
Item 8. Legal Proceedings.
The Company has no pending litigation.
Item 9. Market for Common Equity and Related Stockholder Matters.
Principal Market
The Company's securities are traded on the NASD electronic bulletin board,
quotations for which are under the symbol "CYGS." The market makers are:
Herzog, Heine, Geduld, Inc
USCC Trading/A Division of Fleet Securities
WM.V. Frankel & Co. Inc.
Hill Thompson Magid & Co., Inc.
Wein Securities Corp.
Sharpe Capital, Inc.
Knight Securities, Inc.
Waterhouse Securities, Inc.
Advanced Clearing, Inc.
Continental Broker-Dealer Corp.
Brown & Company Securities Corporation
GVR Company
Bid Information
The high and low bid price for the Company's common stock for each quarter
within the last two fiscal years, as received from OTC Bulletin Board
follows. The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
<TABLE>
<C> <C> <C>
High Low
Third Quarter Ending 09/30/99 .51 .48
Second Quarter Ending 06/30/99 .66 .62
First Quarter Ending 03/31/99 .94 .91
Fiscal Year Ending December 31, 1998
Fourth Quarter Ending 12/31/98 .54 .51
Third Quarter Ending 09/30/98 .59 .56
Second Quarter Ending 06/30/98 .75 .63
First Quarter Ending 03/31/98 .35 .34
Fiscal Year Ending December 31, 1997
Fourth Quarter Ending 12/31/97 .48 .43
Third Quarter Ending 09/30/97 .20 .20
Second Quarter Ending 06/30/97 .30 .30
First Quarter Ending 03/31/97 .18 .18
</TABLE>
Page 9
Stockholders
There approximately 1260 shareholders of record for the Company as of the date
of this submission. Dividends To date, the Company has not paid any dividends
on its Common Stock. The payment of dividends, if any, in the future, rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Board does not intend to
declare any dividends in the foreseeable future, but instead intends to retain
all earnings, if any, for use in the Company's business operations. Under
Nevada corporate law, dividends may be paid out of surplus or, in case there
is no surplus, out of net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year.
Item 10. Recent Sales of Unregistered Securities.
The following tables outlines all securities the Company sold or issued within
the past three years without registering the securities under the Securities
Act, Regulation D Rule 504 (an exemption from registration).
<TABLE>
<C> <C> <C> <C> <C>
Date Type Number of Number of Consideration
of Security Securities Issued Investors
03/25/97 Common 3,687,425 5 Received par value
$.001 for a total
of $3,687.00
to Skillern Family
Partnership, Dell
Gibson, Malcolm
Skolnick, Susan
Kerr, Alex Bernal.
03/11/98 Common 1,283,960 9 Received par value
$.001 for a total
of $1,283.00
to Craig Tomlinson,
Gibson Family Family
Partnership, Malcolm
Skolnick, Mark Wisner,
Charles Conrad,
Charles Boyd,
Harry Morgenthal,
William Waldroff,
Skillern Family
Partnership.
03/26/98 Common 30,000 1 Received par value
$.001 for a total
of $30.00 to Allan
Richardson.
07/16/98 Common 980,000 7 Received par value
$.001 for a total
of $980.00
to InGene Inc.,
Ellis Gibson,
Charles Bardwell,
Dell Gibson,
Laurence Mealey,
Craig Tomlinson,
Steven Sloat.
</TABLE>
Page 10
Item 11. Description of Securities
General
The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of Directors, with the result that the
holders of more than 50% of the Shares voted for the election of Directors
can elect all of the Directors. The holders of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefore, in the event of liquidation, dissolution
or wind up of the Company, the holders of Common Stock are entitled to
share ratably in all assets remaining available for distribution to them
after payment of liabilities and after provision has been made for each class
of stock, if any, having preference over the Common Stock. Holders of Shares
of Common Stock as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common
Stock. The Company has not issued any Preferred Stock. However, the Preferred
Stock if issued, may contain special preferences as determined by the board of
Directors of the Company, including, but not limited to, the bearing of interest
and convertability into Shares of Common Stock of the Company.
Item 12. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its shareholders for
errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud or a knowing violation of the law, since provisions have
been made in the Articles of Incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also provide for
indemnification of the Officers and Directors of the Company in most cases
for any liability suffered by them or arising out of their activities as
Officers and Directors of the company if they were not engaged in intentional
misconduct, fraud or a knowing violation of the law.
Page 11
Item 13. Financial Statements.
To the Board of Directors and Stockholders
of Cryogenic Solutions, Inc.
6524 San Felipe, Suite 388
Houston, Texas 77057
I have audited the accompanying balance sheet of Cryogenic Solutions, Inc.
(a Nevada corporation in the development stage) as of December 31, 1998, and
the related statement of operations, stockholders' equity, and cash flows for
the year then ended and for the period from February 10, 1995 (inception),
to December 31, 1998. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe in my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cryogenic Solutions, Inc. as
of December 31, 1998, and the results of its operations and its cash flows
for the year then ended and for the period from February 10, 1995 (inception),
to December 31, 1998, in conformity with generally accepted accounting
principles.
Harrie Marie Pollok Operhall,
A Professional Corporation
Houston, Texas
November 11, 1999
Page 12
<TABLE>
<C> <C> <C>
Sep' 30, 1999 Dec' 31, 1998
ASSETS
Current Assets
Checking/Savings
Coastal $ 28,274.29 $ 173,231.84
Donaldson, Lufkin & Jenrette -MM 4.81
============= =============
Total Checking/Savings $ 28,279.10 $ 173,231.84
Other Current Assets
Other Current Assets
Federal Income Tax Withheld $ 18.65
Petty cash 600.00 $ 600.00
============= =============
Total Other Current Assets $ 618.65 $ 600.00
============= =============
Total Current Assets $ 28,897.75 $ 173,831.84
Fixed Assets
Research and Development Asset
Computer Equipment $ 2,079.24 $ 79.24
Cyrostorage 1,457.91 1,457.91
Freezer 600.00 3,000.00
Phoenix-Centrifuge/Microscope 2,500.00 2,500.00
Phoenix-Microscope 1,259.91 1,259.91
Phoenix -1/2 Centrifuge 1,982.34 1,982.34
Phoenix Equipment-Incubator 4,319.08 4,319.08
Refrigerator 400.00
Shaker Bath 1,800.00
Shelves for Lab 291.36 291.36
Straligene-PCR Machine 8,177.74 8,177.74
VWR-Incubator 2,208.21 2,208.21
VWR-Water Bath/Platform 3,742.23 3,742.23
Acc. Depreciation (16,785.24) -9,970.74
============= =============
Total Research and Development Asset $ 14,032.78 $ 19,047.28
Total Fixed Assets $ 14,032.78 $ 19,047.28
Other Assets
Development Stage Expenses
Accounting Fees $ 22,664.62 $ 8,395.00
Advertising 18,963.64 16,813.87
Auto Allowance 3,300.00 600.00
Auto Insurance 2,986.58 2,986.58
Auto Mileage Reimbursement 227.50 227.50
Auto Repairs 681.12 681.12
Auto-Lease 6,244.81 1,414.52
Auto-Miscellaneous Expense 192.47 120.17
Auto-Parking/Tolls 435.71 422.71
Bank Service Charges 786.23 516.23
Cellular Phone Exp 1,266.98 1,266.98
Domain Reg. 210.00
Computer-Related Expenses 3,685.85 1,120.28
Fixed Asset
Computer Equipment 14,261.75 $ 12,668.73
Office Equipment 1,491.71 $ 1,210.54
Telephones, etc. 966.39 966.39
============= ============
Total Fixed Asset $ 16,719.85 $ 14,845.66
Freight/Delivery 2,775.66 2,527.21
Investigatory Expenses 624.83 60.83
Legal Fees 84,525.84 48,620.90
Meals and Entertainment 4,574.33 3,784.22
Medical Insurance 38,668.53 7,861.53
Miscellaneous Exp. 13,765.76 12,965.93
Office Supplies/Expenses 15,932.11 12,019.22
Payroll Expenses 438,805.29 191,747.34
Professional Fees 164,258.04 134,011.54
Registered Agent's Fee 570.00 570.00
Rental of Office Space 19,950.00 12,925.00
Telephone 28,315.81 13,936.19
Telephone Message Service 1,084.17 1,084.17
Travel Expenses 8,801.59 6,620.07
Utilities 1,285.42 288.23
============ =============
Total Development Stage Expenses $ 902,302.74 $ 498,433.00
Deposits
Office Deposit $ 250.00 $ 250.00
Telephone Service 260.00 260.00
============ =============
Total Deposits $ 510.00 $ 510.00
Investment
Quatum Bit Induction Technology $ 10,100.00
============
Total Investment $ 10,100.00
Organizational Expenses
Accounting Fees $ 2,595.00 $ 2,595.00
Freight/Delivery $ 249.00 249.00
Legal Fees $ 3,275.00 3,275.00
Office Supplies/Expenses $ 185.29 185.29
Professional Fees $ 1,250.00 1,250.00
State Incorporation Fees $ 340.00 340.00
============ =============
Total Organizational Expenses $ 7,894.29 $ 7,894.29
============ =============
Total Other Assets $ 920,807.03 $ 506,837.29
============ =============
TOTAL ASSETS $ 963,737.56 $ 699,716.41
============ =============
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 59,377.69 $ 3,747.58
Payroll Expense $ 11,745.99 $ 5,867.56
============= =============
Total Current Liabilities $ 71,123.68 $ 9,615.14
============= =============
Total Liabilities $ 71,123.68 $ 9,615.14
Equity
Corp. Shareholder's Equity
Common Stock $ 28,814.44 $ 17,485.70
Paid-In Capital $1,374,015.15 915,052.44
Treasury Shares $ (60,000.00)
Corp. Shareholder's Equity - Other $ 25,000.00
Less Stock Subscriptions $ (5,825.76) -2,215.15
Deficit Accumulated During the
Development Stage $ (469,389.95) -240,221.72
============== =============
Total Equity $ 892,613.88 $ 690,101.27
=============== =============
TOTAL LIABILITIES & EQUITY $ 963,737.56 $ 699,716.41
=============== =============
</TABLE>
Page 13
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Sep 30, 99 Sep 30, 99
Income
Dividend Income $ 1,401.26 $ 1,659.29
============= ==============
Total Income $ 1,401.26 $ 1,659.29
Expense
Interest Paid $ 734.98
Miscellaneous
Other Spring Valley Exp. $ 10,012.83
Spring Valley Litigation Exp. $ 7,398.00
Rent $ 450.00
==============
Total Miscellaneous $ 18,595.81
Research and Development Expense
Bio Research Fees $ 12,225.30 $ 29,497.80
Biotechnology 153,575.00 288,717.13
Consultants 2,260.75
Depreciation Expense 6,814.50 16,785.24
Freight/Delivery 83.98 98.62
Patent Attorneys' Fees/Exp 57,470.72 72,814.26
Payroll Expenses 37,615.92
Quantum Optics
Supplies 300.00
Supplies
lab 400.00 4,063.71
Travel $ 300.00
===============
Total Research and Developme $ 230,569.50 $ 452,453.43
============ ===============
Total Expense $ 230,569.50 $ 471,049.24
============ ===============
Net Deficit From Operations $(229,168.24) $ (469,389.95)
Deficit Accumulated During the Development
Stage at the Beginning of the Period $(240,221.72) 0
============ ===============
Deficit Accumulated During the Development
Stage at the End of the Period $(469,389.96) $ (469,389.95)
============ ===============
</TABLE>
Page 14
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Sep 30, 1999 30-Sep-99
OPERATING ACTIVITIES
Deficit from Operations $ (229,168.24) $ (469,389.95)
Adjustments:
Depreciation Expense 6,814.50 16,785.24
Petty Cash 0.00 -600.00
Accounts Payable 55,630.11 59,377.69
Payroll Expense 5,878.43 11,745.99
Federal Income Tax Withheld -18.65 (18.65)
============= =============
Net cash provided by
Operating Activities $ (160,863.85) $ (382,099.68)
============= =============
INVESTING ACTIVITIES
Research and Development
Asset Acquisition $ (4,800.00) $ (33,818.02)
Development Stage Expenses $ (403,880.34) $ (902,313.35)
Deposits: Office Deposit 0.00 -510.00
Investment-Quantum Bit
Induction Technolog -10,100.00 (10,100.00)
Organizational Expenses 0.00 -7,894.29
Net cash provided by ============= =============
Investing Activities $ (418,780.34) $ (954,635.66)
============= =============
FINANCING ACTIVITIES
Increase due to sale of Common Stock $ 11,328.74 $ 28,814.44
Increase due to additional Paid-in-Capital 458,962.71 1,374,015.15
Increase due to sale of Stock Warrants 25,000.00 25,000.00
Reduction due to stock subscription -2,215.15
Reduction due to repurchase of common stock -60,000.00 -60,000.00
============= ============
Net cash provided by Financing Activities $ 435,291.45 $1,365,614.44
============= =============
Net cash increase for period $ (144,352.74) $ 28,879.10
Cash at Beginning of Period 173,231.84 0
============= =============
Cash at End of Period $ 28,879.10 $ 28,879.10
============= =============
</TABLE>
Page 15
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Sep 30, 1999 30-Sep-99
Stockholders' Equity: Common Stock $ 11,328.74 $ 28,814.44
Stockholders' Equity: Paid-In Capital 458,962.71 1,374,015.15
Corp. Shareholder's Equity - Other 25,000.00 25,000.00
Less Stock Subscriptions -5,825.76 -5,825.76
Stockholders' Equity: Treasury Stock -60,000.00 -60,000.00
============= =============
Total $ 429,465.69 $1,362,003.83
Deficit from Operations $ (229,168.24) $ (469,389.95)
============= =============
Total Stockholders' Equity $ 200,297.45 $ 892,613.88
============= =============
</TABLE>
To the Board of Directors and Stockholders
of Cryogenic Solutions, Inc.
6524 San Felipe, Suite 388
Houston, Texas 77057
I have audited the accompanying balance sheet of Cryogenic Solutions,
Inc. (a Nevada corporation in the development stage) as of December 31,
1998, and the related statement of operations, stockholders' equity,
and cash flows for the year then ended and for the period from February
10, 1995 (inception), to December 31, 1998. These financial statements
are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cryogenic
Solutions, Inc. as of December 31, 1998, and the results of its
operations and its cash flows for the year then ended and for the
period from February 10, 1995 (inception), to December 31, 1998, in
conformity with generally accepted accounting principles.
Harrie Marie Pollok Operhall,
A Professional Corporation
Houston, Texas
November 11, 1999
<PAGE> 16
BALANCE SHEET
AS OF DECEMBER 31, 1998
<TABLE>
<C> <C>
Dec' 31, 1998
ASSETS -------------
Current Assets
Checking/Savings
Coastal $ 173,231.84
-------------
Total Checking/Savings $ 173,231.84
Other Current Assets
Petty cash $ 600.00
-------------
Total Other Current Assets $ 600.00
-------------
Total Current Assets $ 173,831.84
Fixed Assets
Research and Development Asset
Computer Equipment $ 79.24
Cyrostorage 1,457.91
Freezer 3,000.00
Phoenix-Centrifuge/Microscope 2,500.00
Phoenix-Microscope 1,259.91
Phoenix -1/2 Centrifuge 1,982.34
Phoenix Equipment-Incubator 4,319.08
Shelves for Lab 291.36
Straligene-PCR Machine 8,177.74
VWR-Incubator 2,208.21
VWR-Water Bath/Platform 3,742.23
Acc. Depreciation -9,970.74
-------------
Total Research and Development Asset $ 19,047.28
-------------
Total Fixed Assets $ 19,047.28
Other Assets
Development Stage Expenses
Accounting Fees $ 8,395.00
Advertising 16,813.87
Auto Allowance 600.00
Auto Insurance 2,986.58
Auto Mileage Reimbursement 227.50
Auto Repairs 681.12
Auto-Lease 1,414.52
Auto-Miscellaneous Expense 120.17
Auto-Parking/Tolls 422.71
</TABLE>
<PAGE> 17
<TABLE>
<C> <C>
Dec' 31, 1998
-------------
Bank Service Charges 516.23
Cellular Phone Exp 1,266.98
Computer-Related Expenses 1,120.28
Fixed Asset
Computer Equipment $ 12,668.73
Office Equipment $ 1,210.54
Telephones, etc. 966.39
-------------
Total Fixed Asset $ 14,845.66
Freight/Delivery 2,527.21
Investigatory Expenses 60.83
Legal Fees 48,620.90
Meals and Entertainment 3,784.22
Medical Insurance 7,861.53
Miscellaneous Exp. 12,965.93
Office Supplies/Expenses 12,019.22
Payroll Expenses 191,747.34
Professional Fees 134,011.54
Registered Agent's Fee 570.00
Rental of Office Space 12,925.00
Telephone 13,936.19
Telephone Message Service 1,084.17
Travel Expenses 6,620.07
Utilities 288.23
-------------
Total Development Stage Expenses $ 498,433.00
Deposits
Office Deposit $ 250.00
Telephone Service 260.00
-------------
Total Deposits $ 510.00
Organizational Expenses
Accounting Fees $ 2,595.00
Freight/Delivery 249.00
Legal Fees 3,275.00
Office Supplies/Expenses 185.29
Professional Fees 1,250.00
State Incorporation Fees 340.00
-------------
Total Organizational Expenses $ 7,894.29
-------------
Total Other Assets $ 506,837.29
-------------
TOTAL ASSETS $ 699,716.41
=============
</TABLE>
<PAGE> 18
<TABLE>
<C> <C>
Dec' 31, 1998
LIABILITIES & EQUITY -------------
Liabilities
Current Liabilities
Accounts Payable $ 3,747.58
Payroll Expense $ 5,867.56
-------------
Total Current Liabilities $ 9,615.14
-------------
Total Liabilities $ 9,615.14
Equity
Corp. Shareholder's Equity
Common Stock $ 17,485.70
Paid-In Capital 915,052.44
Less Stock Subscriptions -2,215.15
Deficit Accumulated During the Development Stage -240,221.72
-------------
Total Equity $ 690,101.27
-------------
TOTAL LIABILITIES & EQUITY $ 699,716.41
=============
</TABLE>
<PAGE> 19
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
AND THE PERIOD FROM FEBRUARY 10,1995
(DATE OF INCEPTION) TO DECEMBER 31,1998
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Dec' 31, 1998 Dec. 31, 1998
------------- -------------
Income
Dividend Income $ 61.08 $ 258.03
------------- -------------
Total Income $ 61.08 $ 258.03
Expense
Interest Paid $ 0.90 $ 734.98
Miscellaneous
Other Spring Valley Exp. 2,374.32 10,013.83
Spring Valley Litigation E 9,475.00 7,398.00
Rent 0.00 450.00
------------ -------------
Total Miscellaneous $ 11,850.22 $ 18,595.81
Research and Development Expense
Bio Research Fees $ 1,500.00 $ 17,272.50
Biotechnology 78,880.79 135,142.13
Consultants 2,260.75
Depreciation Expense 5,535.92 9,970.74
Freight/Delivery 14.64 14.65
Patent Attorneys' Fees/Exp 12,343.54 15,343.54
Payroll Expenses 33,958.34 37,615.92
Quantum Optics
Supplies 300.00
Supplies
lab 298.00 3663.71
</TABLE>
<PAGE> 20
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Dec. 31, 1998 Dec. 31, 1998
------------- -------------
Travel 0.00 300.00
------------- -------------
Total Research and Development
Expense $ 132,531.23 $ 221,883.94
------------- -------------
Total Expense $ 144,381.45 $ 240,030.75
------------- -------------
Net Deficit From Operations $ (144,320.37) $ (240,221.72)
Deficit Accumulated During the Development
Stage at the Beginning of the Period -95,901.35 0
------------- -------------
Deficit Accumulated During the Development
Stage at the End of the Period $ (240,221.72) $ (240,221.72)
============= =============
</TABLE>
<PAGE> 21
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1998
AND THE PERIOD FROM FEBRUARY 10,1995
(DATE OF INCEPTION) TO DECEMBER 31,1998
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Dec. 31, 1998 Dec. 31, 1998
------------- -------------
Stockholders' Equity: Common Stock $ 6,777.81 $ 17,485.70
Stockholders' Equity:
Paid-In Capital 664,040.98 943,484.77
Stockholders' Equity:
Stock Expense/Issuance/Sale -14,243.70 28,432.33
------------- --------------
Total $ 656,575.09 $ 932,538.14
Deficit from Operations $ (144,320.37) -240,221.72
------------- --------------
Total Stockholders' Equity $ (512,254.72) $ (692,316.42)
============= ==============
</TABLE>
<PAGE> 22
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
AND THE PERIOD FROM FEBRUARY 10,1995
(DATE OF INCEPTION) TO DECEMBER 31,1998
<TABLE>
<C> <C> <C>
Feb. 10, 1995
(Inception) to
Dec. 31, 1998 Dec. 31, 1998
OPERATING ACTIVITIES ------------- -------------
Deficit from Operations $ (144,320.37) $ (240,221.72)
Adjustments:
Depreciation Expense 5,535.92 9970.74
Petty Cash -600.00 -600.00
Stock Subscriptions -2,215.15 -2215.15
Accounts Payable 2,822.58 3747.58
Payroll Expense 5,867.56 5,867.56
Other Current Liability:
Loan From Share -56,040.00 -
Net cash provided by Operating ------------- --------------
Activities $ (188,949.46) (223,450.99)
INVESTING ACTIVITIES
Research and Development Asset
Acquisition $ (5,742.25) $ (29,018.02)
Development Stage Expenses -303,616.41 (498,433.00)
Deposits: Office Deposit -250.00 -510.00
Organizational Expenses -3,000.00 -7,894.29
Net cash provided by Investing ------------- -------------
Activities $ (312,608.66) $ (535,855.31)
FINANCING ACTIVITIES
Reduction of Shareholder Loans $ (15,000.00) $ -
Purchase of Common Stock 6,777.81 17,485.70
Additional Paid-In Capital upon
Purchase of Stock 664,040.98 943,484.77
Payment of Expenses Related to
Purchase of Stock -14,243.70 -28,432.33
Net cash provided by Financing ------------- -------------
Activities $ 641,575.09 $ 932,538.14
Net cash increase for period $ 140,016.97 $ 173,231.84
Cash at Beginning 33,214.87 0.00
------------- -------------
Cash at End of Period $ 173,231.84 $ 173,231.84
============= =============
</TABLE>
Page 23
Item 14. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Directors and Officers of Cryogenic Solutions, Inc. have no disagreements
with the audited financial statements as provided by the accountant.
Item 15. Financial Statements and Exhibits.
CRYOGENIC SOLUTIONS, INC.
(A Development Stage Company)
NOTE A.-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Cryogenic Solutions, Inc. was incorporated in Nevada on February 10, 1995. It
is a biotechnology company focusing on controlled cellular dedifferentiation
and transdifferentiation processes. The Company has acquired the exclusive
rights for applications to a specialized expression vector capable of
producing single stranded DNA (ssDNA) in both eukaryotes and prokaryotes.
Equity funding has been the only source of operational and research support
from the outset. Capital resources have been carefully husbanded with the
bulk of the funding allocated directly to research with administrative
overhead held to a minimum.
Depreciation
Currently, depreciation on the research and development equipment is computed
using the straight-line method over the assets' expected useful life of 5 years.
Amortization
The development stage expenses and the organization expenses are being
capitalized for future amortization purposes, once the corporation begins its
business operations of marketing the results of its research to the medical
profession to cure its patients of certain ailments.
Income Tax
The financial statements do not include a provision for income taxes because
the Corporation has incurred net operating losses for all periods to date.
The "Deficit Accumulated During the Development Stage at December 31, 1998"
for $ 240,221.72 reflects the net operating loss to date.
NOTE B-DEVELOPMENT STAGE OPERATIONS
The Corporation's operations, as explained in Note A, is still devoted to
raising capital, obtaining financing, and providing the funding for the
research described in Notes A and D.
NOTE C-PROPERTY AND EQUIPMENT
Property and equipment are individually identified on the Balance Sheet and
are stated at cost.
Research and Development equipment is being depreciated using the
straight-line method overthe useful life of five years of the respective assets.
The General and Administrative equipment has been set up under the
Development Stage Expenses and no depreciation has been calculated at this
time since the business operations of the business has not begun.
NOTE D-RESEARCH AND DEVELOPMENT EXPENSES
The research and the development of the technology that became known as the
ssDNA IEV was invented by an MD, Dr. Charles Conrad, founder of InGene, Inc.
and a practicing neural oncologist. The technology was exclusively licensed
and developed under a sponsored research agreement by the Corporation. The
financial arrangements of the contract are monitored by the Corporation's
management.
The research and development expense categories also reflect the expenses of
the patent attorneys hired to assist the Corporation in the patent filings of
the first ssDNA IEV patent, which is scheduled to be issued in Novemer of
l999. Other patent filings include co-inventions by a Corporation scientist
and Dr. Conrad.
NOTE E-LOANS FROM SHAREHOLDERS
When the Corporation was initially set up and prior to raising capital, the
original officers and shareholders loaned the Corpoation funds to pay its
expenses. In addition, several of the officers were not paid for services
rendered, these expenses were accrued at that time.
During this audit period, the management decided that to meet these
obligations any and all shareholder loans were to be repaid by issuance of
common stock.
Page 24
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of l934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dell Gibson, Executive Vice President
-------------------------------------
(Registrant)
Date December 22, 1999 By signed/
- ---------------------------------------------------------------------------
(Signature)*
* Print the name and title of each signing officer under his or her signature.
