SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000
Commission file number 0-10822
BIOCONTROL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1229323
(State of other jurisdiction (IRS Employer
of incorporation or organization) Identification no.)
2275 Swallow Hill Road, Bldg.2500, Pittsburgh, PA 15220
(Address of principal executive offices) (Zip Code)
(412) 429-0673
Registrant's telephone number, including area code
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
As of March 31, 2000, 960,514,996 shares of Biocontrol
Technology, Inc. common stock, par value $.10 were
outstanding.
<PAGE>1
<TABLE>
Biocontrol Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
(Unaudited)
Mar. 31, 2000 Dec. 31, 1999
------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 17,521,694 $ 10,827,631
Accounts receivable - net of allowance for doubtful accounts
of $63,679 at Mar. 31, 2000 and $63,679 at Dec. 31, 1999 42,760 27,263
Inventory - net of valuation allowance 2,801 10,308
Notes receivable 55,000 200,000
Interest receivable 0 2,701
Prepaid expenses 271,441 192,246
Advances - Officers 125,290 125,290
Other assets 500,000 0
------------ -------------
TOTAL CURRENT ASSETS 18,518,986 11,385,439
PROPERTY, PLANT AND EQUIPMENT
Building 1,207,610 1,207,610
Land 133,750 133,750
Leasehold improvements 1,496,979 1,435,319
Machinery and equipment 4,774,028 4,676,330
Furniture, fixtures & equipment 891,383 841,308
------------- -------------
Subtotal 8,503,750 8,294,317
Less accumulated depreciation 4,844,499 4,704,539
------------- -------------
3,659,251 3,589,778
OTHER ASSETS
Related Party Receivables
Notes receivable 1,455,976 1,491,261
Interest receivable 22,773 22,023
------------- -------------
1,478,749 1,513,284
Allowance for related party receivables (1,329,398) (1,340,560)
------------- ------------
149,351 172,724
Notes receivable 212,000 12,000
Interest receivable 4,496 4,235
Investment in unconsolidated subsidiaries 1,623,111 485,284
Other assets 36,626 36,376
------------- -------------
2,025,584 710,619
------------- -------------
TOTAL ASSETS $ 24,203,821 $ 15,685,836
============= =============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>2
<TABLE>
Biocontrol Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
(Continued)
<CAPTION>
(Unaudited)
Mar.31, 2000 Dec.31, 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 764,681 $ 759,733
Current portion of long-term debt 4,122,270 4,159,684
Current portion of capital lease obligations 87,337 76,017
Debentures payable 9,850,000 0
Accrued liabilities 1,309,656 1,794,370
Escrow payable 2,700 2,700
------------- -------------
TOTAL CURRENT LIABILITIES 16,136,644 6,792,504
LONG-TERM LIABILITIES
Capital lease obligations 1,304,493 1,336,147
Long - term debt 1,748 2,240
------------- -------------
1,306,241 1,338,387
COMMITMENTS AND CONTIGENCIES
UNRELATED INVESTORS'INTEREST
IN SUBSIDIARY 228,824 0
STOCKHOLDERS' EQUITY
Common stock, par value $.10 per share,
authorized 1,700,000,000 shares, issued and
outstanding 960,514,996 at Mar. 31, 2000 and
956,100,496 at Dec. 31, 1999 96,051,500 95,610,050
Series F 4% convertible preferred stock, par value $10
per share, authorized 500,000 shares issuable in
series, shares issued and outstanding 452,000 at
March 31, 2000 and 72,000 at December 31, 1999. 3,418,259 720,000
Additional paid-in capital 90,694,479 85,608,192
Warrants 6,673,878 6,791,161
Accumulated deficit (190,306,004) (181,174,458)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 6,532,112 7,554,945
TOTAL LIABILITIES AND ------------- -------------
STOCKHOLDER' EQUITY $ 24,203,821 $ 15,685,836
============= =============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> F-3
<TABLE>
BIOCONTROL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the three months ended March 31,
2000 1999
(Unaudited) (Unaudited)
---------- -----------
<S> <C> <C>
Revenues
Net Sales $ 18,998 $ 27,320
Other income - 6,767
---------- -----------
18,998 34,087
Costs and expenses
Cost of products sold 30,660 66,419
Research and development 2,150,323 743,845
General and administrative 4,188,967 2,443,443
Amortization of goodwill 77,207 -
---------- -----------
6,447,157 3,253,707
---------- -----------
Loss from operations (6,428,159) (3,219,620)
Other income
Interest 164,318 26,706
Other expense
Beneficial convertible debt feature 2,462,500 945,730
Interest expense 151,757 140,763
Loss on unconsolidated subsidiary 8,750 -
Loss on disposal of assets 15,874 -
---------- -----------
2,638,881 1,086,493
---------- -----------
Loss before unrelated
investors' interest (8,902,722) (4,279,407)
Unrelated investors' interest in
net loss of subsidiary (228,824) 24,162
---------- -----------
Net loss $(9,131,546) $(4,255,245)
========== ===========
Loss per common share - Basic:
Net Loss $ (0.01) $ (0.03)
Less: Preferred stock dividends (0.00) (0.00)
---------- -----------
Net loss attributable to
common stockholders $ (0.01) $ (0.03)
========== ===========
Loss per common share - Diluted:
Net Loss $ (0.01) $ (0.03)
Less: Preferred stock dividends (0.00) (0.00)
---------- -----------
Net loss attributable to
common stockholders $ (0.01) $ (0.03)
========== ===========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>4
BIOCONTROL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended
March 31, 2000 March 31, 1999
-------------- --------------
Cash flows used by operating activities:
Net loss ($9,131,546) ($4,255,245)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 157,056 441,549
Amortization 77,207 0
Loss on disposal of assets 15,874 0
Loss on unconsolidated subsidiary 8,750 0
Unrelated investors' interest in subsidiary 228,824 (24,162)
Stock issued in exchange for services 0 64,463
Beneficial convertible debt feature 2,462,500 945,730
Warrants granted 190,298 0
Warrants and warrant extensions by subsidiaries 281,493 0
Allowance for related party note receivable (11,162) (18,956)
(Increase) decrease in accounts receivable (15,497) (5,584)
(Increase) decrease in inventories 821,880 4,877
Increase (decrease) in inventory
valuation allowance (814,373) 0
(Increase) decrease in prepaid expenses (79,195) 45,053
(Increase) decrease in other assets (500,250) (5,810)
Increase (decrease) in accounts payable 4,948 (805,773)
Increase (decrease) in other liabilities (484,714) (101,897)
------------ ------------
Net cash flow used by operating activities (6,787,907) (3,715,755)
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and equipment (242,401) (8,764)
Disposal of property, plant and equipment 0 175,000
(Increase) decrease in notes receivable (55,000) 2,634
Payments received on notes receivable 35,285 0
Deposit on equipment 0 (32,809)
(Increase) decrease in interest receivable 1,690 (21,543)
Acquisition of unconsolidated subsidiary
interests (1,223,784) 0
-------------- ------------
Net cash provided (used) by
investing activities (1,484,210) 114,518
-------------- ------------
Cash flows from financing activities:
Proceeds from warrants exercised 899,420 900,000
Proceeds from sale of Preferred stock-Series F 4,275,000 0
Proceeds from debentures payable 9,850,000 4,870,000
Payments on notes payable (37,906) (288,844)
Payments on capital lease obligations (20,334) (34,393)
-------------- ------------
Net cash provided by financing activities 14,966,180 5,446,763
-------------- ------------
Net increase (decrease) in cash 6,694,063 1,845,526
Cash and cash equivalents, beginning of year 10,827,631 125,745
------------- -----------
Cash and cash equivalents, end of year $17,521,694 $1,971,271
============== ============
The accompanying notes are an integral part of these statements.
BIOCONTROL TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - Basis of Presentation
The accompanying consolidated financial statements of
Biocontrol Technology, Inc. (the "Company") and its 89.9%
owned subsidiary, Coraflex, Inc., and its 52% owned
subsidiary, Diasensor.com, Inc., and its 67% owned subsidiary,
Petrol Rem, Inc., and its 99.1% owned subsidiary, IDT, Inc.,
and its 58.4% owned subsidiary, ICTI, Inc., have been prepared
in accordance with generally accepted accounting principles
for interim financial information, and with the instructions
to Form 10-Q and Rule 10-O Regulation S-X. Accordingly, they
do not include all of the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included. For further information, refer to the consolidated
financial statements and footnotes included in the Company's
annual report on Form 10-K for the year ended December 31,
1999.
NOTE B - Net Loss Per Common Share
Net loss per common share is based on the average number of
outstanding common shares. The loss per share does not
include common stock equivalents since the effect would be
anti-dilutive. The weighted average shares used to calculate
the loss per share for the period ending March 31, 2000, and
March 31, 1999, were 957,411,668 and 156,110,750,
respectively. The net loss attributable to common
shareholders for the quarter ended March 31, 2000, was
$9,913,138. This was determined by increasing the net loss of
$9,131,546 by a $781,592 constructive dividend to preferred
stockholders as discussed in Note G.
NOTE C - Subordinated Convertible Debentures
During the three months ended March 31, 2000, the Company
issued subordinated 4% convertible debentures totaling
$9,850,000. Such convertible debentures were issued pursuant
to Regulation D, and /or Section 4(2), and have a one-year
maturity and are not saleable or convertible for a minimum of
90 days from issuance. A $2,462,500 expense was recognized
for the beneficial conversion feature of these debentures.
NOTE D - Stockholders Equity
During the three months ended March 31, 2000, the Company
raised $4,275,000 through sales of its Series F-Preferred
Stock and $899,420 from warrants exercised.
The Company's common stock is currently traded on the
electronic bulletin board under the trading symbol "BICO".
NOTE E - Legal Proceedings
During April 1998, the Company and its affiliates were served
with subpoenas by the U.S. Attorneys' office for the U.S.
District Court for the Western District of Pennsylvania. The
subpoenas requested certain corporate, financial and
scientific documents and the Company continues to provide
documents in response to such requests.
On April 30, 1996, a class action lawsuit was filed against
the Company, Diasense, Inc., and individual officers and
directors. The suit, captioned Walsingham v. Biocontrol
Technology,etal., has been certified as a class action, and is
pending in the U.S. District Court for the Western District of
Pennsylvania. The suit alleges misleading disclosures in
connection with the Noninvasive Glucose Sensor and other
related activities. By mutual agreement of the parties, the
suit remains in the pre-trial pleading stage, and the Company
is unable to determine the outcome or its impact upon the
Company at this time.
NOTE F - Investments in Unconsolidated Subsidiaries
In January 2000, the company acquired a twenty-five
percent (25%) interest in Insight Data Link.com, Inc. for
$100,000. Insight is a Pennsylvania corporation formed to
engage in the business of acting as an internet clearinghouse
for persons seeking to acquire, and persons having available,
shopping mall space, as well as software development for
related projects.
In January 2000, Diasensor.com, acquired a ten percent
(10%) interest in MicroIslet, Inc. for an investment of
$500,000. MicroIslet is a California company, which has
licensed several diabetes research technologies from Duke
University with a specific focus on optimizing
microencapsulated islets for transplantation.
Also, during the quarter ended March 31, 2000 the Company
invested an additional $123,000 in American Inter-Metallics,
Inc. ("AIM") an unconsolidated subsidiary interest initially
acquired during 1999. AIM has its operations in Rhode Island,
and is developing a product that enhances performance in
rockets and other machinery by increasing the burn rate of
propellants.
In March 2000, Diasensor.com, acquired an equity interest
in Diabecore Medical, Inc., a Toronto-based company working to
develop a new insulin for the treatment of diabetes, for
$500,784. With this initial investment, the Company owns 12%
of Diabecore.
These investments are being reported on the equity basis
and differences in the investment and the underlying net
assets of the unconsolidated subsidiaries are being amortized
as goodwill over a 5 year period.
NOTE G - Beneficial Conversion Feature of Preferred Stock
As of March 31, 2000 the Company had issued 452,000
shares of its Series F 4% convertible preferred stock which
include a beneficial conversion feature providing the
preferred stockholder a discount of 25% upon conversion to the
Company's common stock after 120 days. The value of this
beneficial conversion feature is determined by reducing the
market price of the Company's common stock by the discounted
conversion price on the date of commitment. This discount is
recognized as a reduction in the preferred stock recorded at
par and is amortized as constructive dividends to the
preferred stockholders over the 120 day period using the
effective interest method. The total valuation discount of
this beneficial conversion feature on the 452,000 shares of
preferred stock outstanding at March 31, 2000, was $1,883,333.
Total amortization recognized as constructive dividends that
were charged to Additional Paid in Capital in the quarter
ended March 31, 2000 was $781,592.
NOTE H - Restatement
The accompanying consolidated financial statements
include the effect of reclassifications which were made to
consolidated financial statements previously issued by the
Company and to the disclosures included in those consolidated
financial statements. There was no change to the previously
reported consolidated financial position or results of
consolidated operations of the Company.
Management's Discussion and Analysis of Financial Condition
and Cash Flows
Liquidity and Capital Resources
For the Quarter ended March 31, 2000
Our cash increased to $17, 521,694 as of March 31, 2000 from
$10,827,631 as of December 31, 1999. The increase was
generated from sales of our securities, including: $9,850,000
from sales of our subordinated convertible debentures;
$4,275,000 from sales of our Series F preferred stock; and
$899,420 from warrants exercised. Our Series F Convertible
Preferred Stock is not secured by any of our assets, and it is
convertible by its holders beginning 120 days from when it's
issued. Our preferred stock can be converted to our common
stock at a price that is determined by computing 75% of the
average closing bid price for the four days prior to and the
day of conversion - or a 25% discount to a five-day average
trading price. There is no minimum conversion price. Our
Subordinated convertible debentures are not secured by any
assets, and are subordinate to our corporate debt, except for
debt to any related parties. Our debentures are convertible
beginning 90 days from when we issue them. They can be
converted to common stock at a price that is determined by
computing 80% of the average closing bid price for the four
days prior to and the day of conversion - or a 20% discount
to a five-day average trading price. There is no minimum
conversion price.
During the quarter ended March 31, 2000 our net cash flow used
by operating activities was ($6,787,907). During the same
quarter, our net cash flow used by investing activities was
($1,484,210) due primarily to our investments in the following
unconsolidated subsidiaries: Insight Data Link.com, Inc.,
American Inter-Metallics, Inc., MicroIslet, Inc., and
Diabecore Medical, Inc., which we discuss in the following
three paragraphs.
During the first quarter of 2000, we made investments in
unconsolidated subsidiaries. In January, BICO acquired a 25%
interest in Insight Data Link.com, Inc. for $100,000. Insight
is a start-up corporation with a software program and website
business that acts as an internet clearinghouse for the rental
of shopping mall space. Insight also plans to develop
additional software for related projects. We also invested an
additional $123,000 in American Inter-Metallics, bringing our
total investment in AIM's rocket propulsion project to
$648,000. We made these investments because our management
believes they will generate revenue.
Our subsidiary, Diasensor.com, Inc. also made investments in
unconsolidated subsidiaries. In January 2000, Diasensor.com
initiated an alliance with MicroIslet, Inc.; in return for its
initial equity investment of $500,000, Diasensor.com received
a 10% stake with an option to purchase an additional 10% in
the future. MicroIslet is developing several diabetes
research technologies with Duke University that focus on
optimizing microencapsulated islets for transplantation. The
project is in the research and development phase.
Diasensor.com also invested in Diabecore Medical, Inc.
Diabecore is a company in Toronto working with other research
institutions to develop a new insulin to treat diabetes.
Diasensor.com invested $500,784 in Diabecore and received a
12% ownership interest. This project is also in the research
and development phase. Diasensor.com made these investments
because management believes that these diabetes research
organizations and the institutions they affiliate with will
bring strength and support to our own diabetes research and
development projects.
As a result of those investments in Insight Data Link.com,
American Inter-Metallics, MicroIslet and Diabecore Medical,
our overall investment in unconsolidated subsidiaries
increased from $485,284 as of December 31, 1999 to
$1,623,111 at March 31,2000. The money we spent investing
in those four companies came from stock and debenture sales
during 1999. All the investments were our initial
investments in those companies, except American-Inter-
Metallics - we've invested a total of $648,000 in AIM as of
March 31, 2000.
Our net inventory decreased from $10,308 as of December 31,
1999 to $2,801 as of March 31, 2000 as a result of certain
evaluations and write-offs of existing inventory. Current -
short-term - notes receivable increased by $55,000 due to a
note to one individual that is being repaid currently, with a
full payoff by August 1, 2000, and decreased by $200,000 when
a short-term note was reclassified as a long-term note.
Interest receivable decreased from $2,701 as of December 31,
1999 to zero at March 31,2000 due to timing of interest
payments on certain debt. Prepaid expenses increased from
$192,246 at December 31, 1999 to $271,441 as of March 31, 2000
due to expenses incurred in the ordinary course of business.
Other current assets of $500,000 resulted from a deposit we
made during the first quarter on a transaction that we later
cancelled; we expect to have the deposit returned during the
third quarter of 2000. Leasehold improvements increased by
$61,660; machinery and equipment increased by $97,698; and
furniture, fixtures and equipment increased $50,075 during the
first quarter due to purchases we made in connection with our
noninvasive glucose sensor project.
Related party receivables decreased by $35,285 during the
first quarter due to scheduled repayments on related party
debt. Notes receivable increased by $200,000 when a note
previously carried as a current asset was reclassified as a
long-term asset.
Debentures payable of $9,850,000 were incurred because we
sold convertible subordinated debentures during the first
quarter to raise capital to fund operations. Accrued
liabilities decreased from $1,794,370 to $1,309,656 when we
paid employees accrued bonuses during the first quarter.
Results of Operations
Our sales and corresponding costs of products sold during the
first quarter decreased to $18,998 and $30,660 respectively in
2000 from $27,230 and $66,419 in 1999. The decreases were
due to fluctuations in sales of our various products. Our
costs decreased due to our overall reduced sales. Our overall
sales decreased because we have not been able to successfully
market our products. For example, we had sales of the
Diasensor totaling $9000 in the first quarter of 1999, and no
sales of the Diasensor during the first quarter of 2000,
because we haven't been able to successfully sell the device
in Europe. We're not sure why we were only able to sell a few
sensors in 1999, and none in 2000. We've hired marketing
consultants to help us figure out why, and to help us learn
how to sell more. We had minor sales totaling $3500 of
other biomedical products, primarily leftover parts from
previous models of the Diasensor, during the first quarter of
1999, but we sold all of them in 1999 and had no similar sales
in 2000. Our other product sales increased, but not
significantly. Bioremediation product sales totaled $9200
during the first quarter of 1999, with a slight increase to
$9400 during the first quarter of 2000. During the first
quarters of 1999 and 2000, sales of $3100 and $5400,
respectively, were from sales of our theraPORT, an
implantable device used by patients who have to have repeated
injections of drugs. The theraPORT is implanted in the
patient's chest, and provides a fixed port for catheters used
to deliver the drugs the patient needs. Those sales increased
because we were able to convince more doctors to use the
product in 2000 than we were in 1999. We also had sales of
our metal-coating products totaling $2400 during the first
quarter of 1999 and $4150 during the first quarter of 2000.
The increase was due to repeat customers who sent us more work
once they were satisfied with our earlier performance. Until
we have significant sales, we can't predict any trends for
future revenues.
Interest income increased during the first quarter to $164,318
in 2000 from $26,706 in 1999. The increase occurred because we
had more funds to invest.
Other Income decreased from $6,767 during the first quarter of
1999 to zero during the first quarter of 2000. The decrease
was due to the loss of rental income.
Research and Development expenses during the first quarter
increased to $2,150,323 in 2000 from $743,845 in 1999. The
increase was due to increased spending on our noninvasive
glucose sensor project, made possible due to the availability
of additional funds. We used those additional funds to
replace scientists and engineers who left during 1998 when we
had serious cash flow problems, and to work on future versions
of the noninvasive glucose sensor.
Selling, General and Administrative expenses during the first
quarter increased to $4,188,967 in 2000 from $2,443,443 in
1999. The increase primarily due to additional expenses in
the following areas: a $635,000 increase in salaries; a
$398,000 increase in commissions on sales of our debentures
and preferred stock; and a $190,000 increase in expenses
recognized for warrants granted.
Results of Operations
We had a loss in unconsolidated subsidiary during the first
quarter of $8,750. This loss resulted because we absorbed
part of a loss incurred by an unconsolidated subsidiary. Our
share of the loss is determined by applying our ownership
percentage to the total loss incurred, and we get to deduct
the portion of the loss allocated to the unrelated investors
from our total net loss.
Beneficial conversion terms included in our convertible
debentures are recognized as expense and credited to
additional paid in capital at the time the associated
debentures are issued. We recognized $2,462,500 of expense in
connection with its issuance of our subordinated convertible
debentures in the first quarter of 2000 compared to $945,730
for the same period in 1999. The amount increased primarily
because we issued more debentures this year compared to last
year.
Similarly, we recognized a beneficial conversion feature for
our preferred stock during the first quarter of 2000. As of
March 31, 2000, we issued 452,000 shares of our Series F
preferred stock. The preferred stock is convertible into our
common stock at a discount of 25% after 120 days. Based on
accounting rules, the value of the beneficial conversion
feature of the preferred stock is calculated as the difference
between the market price and the discounted price for the
corresponding common stock on the date the preferred stock was
purchased. The total discount of $1,883,333 is recognized as
a constructive dividend on our preferred stock over 120 days.
The amount of the constructive dividend recognized in the
first quarter of 2000 totaled $781,592 - or $1.73 per
preferred share. We charged the $781,592 to additional paid-
in capital. We did not have any of these charges or
constructive dividends during the first quarter of 1999
because we had not yet issued our preferred stock.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
(B) Reports on Form 8-K
(1) The Company filed a Form 8-K report on March
17, 2000, for the event dated March 14, 2000.
The item listed was Item 5, Other Events; and
Item 7(c), Exhibits.
(2) The Company filed a Form 8-K report on April 4,
2000, for the event dated March 28, 2000. The
item listed was Item 5, Other Events; and Item
7(c), Exhibits.
(3) The Company filed a Form 8-K report on April 5,
2000, for the event dated March 30, 2000. The
item listed was Item 5, Other Events; and Item
7(c), Exhibits.
(4) The Company filed a Form 8-K report on April
18, 2000, for the event dated April 11, 2000.
The item listed was Item 5, Other Events; and
Item 7(c), Exhibits.
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 on this 10th day of August, 2000.
BIOCONTROL TECHNOLOGY, INC.
By /s/ Fred E. Cooper
Fred E. Cooper
CEO
