SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________
Commission file number 000-26422
DISCOVERY LABORATORIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 94-3171943
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
350 South Main Street, Suite 307
Doylestown, Pennsylvania 18901
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (215) 340-4699
As of November 13, 2000, 20,871,112 shares of Common Stock, par value $.001 per
share, were outstanding.
Transitional Small Business Disclosure Format: |_| Yes |X| No
Page 1
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DISCOVERY LABORATORIES, INC.
Table of Contents
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
CONSOLIDATED BALANCE SHEETS --
As of September 30, 2000 (unaudited) and December 31, 1999 . Page 3
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) --
For the Three and Nine Months Ended September 30, 2000
and September 30, 1999 and for the Period from
May 18, 1993 (Inception) through September 30, 2000 ........ Page 4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY (unaudited)-- For the Nine Months Ended
September 30, 2000 ......................................... Page 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) -- For the
Nine Months Ended September 30, 2000 and September 30,
1999 and for the Period from May 18, 1993 (Inception)
through September 30, 2000 ................................. Page 6
Notes to Financial Statements ................................. Page 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..................................... Page 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. ................................... Page 10
Item 2. Changes in Securities. ............................... Page 10
Item 3. Defaults Upon Senior Securities. ..................... Page 10
Item 4. Submission of Matters to a Vote of Security Holders... Page 10
Item 5. Other Information. .................................. Page 10
Item 6. Exhibits and Reports on Form 8-K. ................... Page 10
Signatures ................................................... Page 11
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DISCOVERY LABORATORIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,566,000 $ 3,547,000
Marketable securities $ 10,282,000
Inventory 575,000 575,000
Prepaid expenses and other current assets 763,000 66,000
------------ ------------
Total current assets 21,186,000 4,188,000
Property and equipment, net of depreciation 1,230,000 426,000
Security deposits 3,000 18,000
------------ ------------
$ 22,419,000 $ 4,632,000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 981,000 $ 425,000
Deferred revenue 1,036,000 1,036,000
Capitalized lease - current 15,000 15,000
------------ ------------
Total current liabilities 2,032,000 1,476,000
------------ ------------
Capitalized lease - noncurrent 36,000 48,000
------------ ------------
Stockholders' Equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized:
Series B convertible; None and 1,530,756 shares issued and outstanding at
September 30, 2000 and December 31, 1999, respectively 0 2,000
Series C redeemable convertible; None and 2,039 shares issued and outstanding
at September 30, 2000 and December 31, 1999, respectively 0 2,481,000
Common stock, $.001 par value; 35,000,000 authorized; 20,851,112 and
9,689,240 shares issued and outstanding at September 30, 2000 and December
31, 1999 respectively 21,000 10,000
Treasury stock (at cost; 26,743 and 2,000 shares of common stock at September 30,
2000 and December 31, 1999, respectively) (213,000) (5,000)
Additional paid-in capital 60,500,000 33,749,000
Unearned portion of compensatory stock options (148,000) (37,000)
Accumulated other comprehensive income 125,000
Deficit accumulated during the development stage (39,934,000) (33,092,000)
------------ ------------
Total stockholders' equity 20,351,000 3,108,000
------------ ------------
$ 22,419,000 $ 4,632,000
============ ============
</TABLE>
See notes to financial statements
Page 3
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DISCOVERY LABORATORIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
May 18, 1993
Three Months Ended Nine Months Ended (Inception)
September 30, September 30, Through
--------------------------- ---------------------------- September 30,
2000 1999 2000 1999 2000
------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest $ 283,000 $ 105,000 $ 601,000 $ 172,000 $ 2,069,000
License Fees (68,000) (68,000)
Research Grants and funding 606,000 625,000 762,000
------------ ----------- ------------ ------------ ------------
821,000 105,000 1,158,000 172,000 2,831,000
------------ ----------- ------------ ------------ ------------
Expenses:
Write-off of acquired in-process
research and development and
supplies 13,508,000
Research and development 1,768,000 449,000 3,801,000 2,340,000 16,670,000
General and administrative 436,000 378,000 1,791,000 1,700,000 9,404,000
Compensatory Stock Options 921,000 2,368,000 2,510,000
Interest 1,000 4,000 17,000
------------ ----------- ------------ ------------ ------------
Total expenses 3,126,000 827,000 7,964,000 4,040,000 42,109,000
------------ ----------- ------------ ------------ ------------
(2,305,000) (722,000) (6,806,000) (3,868,000) (39,278,000)
Minority interest in net loss of
subsidiary 26,000
------------ ----------- ------------ ------------ ------------
Net loss (2,305,000) (722,000) (6,806,000) (3,868,000) (39,252,000)
Other comprehensive income:
Unrealized gain on marketable
securities available for sale 169,000 (1,000) 125,000 (6,000) 125,000
------------ ----------- ------------ ------------ ------------
Total comprehensive loss $ (2,136,000) $ (723,000) $ (6,681,000) $ (3,874,000) $(39,127,000)
============ =========== ============ ============ ============
Net loss per share - basic and diluted $ (0.10) $ (0.09) $ (0.37) $ (0.49)
============ =========== ============ ============
Weighted average number of common
shares outstanding 20,837,000 8,415,000 18,120,000 7,945,000
============ =========== ============ ============
</TABLE>
See notes to financial statements
Page 4
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DISCOVERY LABORATORIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Changes in Stockholders' Equity
January 1, 2000 through September 30, 2000
<TABLE>
<CAPTION>
Preferred Stock
------------------------------------------
Common Stock Treasury Stock Series B Series C
------------------------------------------------------------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - January 1, 2000 9,689,240 $ 10,000 (2,000) $ (5,000) 1,530,756 $ 2,000 2,039 $2,481,000
Exercise of Stock Options 512,059 (31,743) (245,000)
Common placement warrant conversions 18,232
Preferred placement warrant conversions 18,511
Exercise of Class C & D Warrants 2,536,911 3,000
Series B preferred stock conversions 4,765,631 5,000 (1,530,756) (2,000)
Dividend Payable on Series C preferred stock 36,000
Series C prefered stock conversions 398,186 (2,039) (2,517,000)
Compensation charge on vesting/exercisability
of stock option
Compensatory stock options granted
Common stock issued in payment for services 9,496
Issuance of private placement units 2,902,846 3,000
Unrealized gain on marketable securities
available for sale
Treasury Stock Issues in payment for services 7,000 $ 37,000
Net Loss
------------------------------------------------------------------------------------------------------------------------------------
Balance - September 30, 2000 20,851,112 $ 21,000 (26,743) $(213,000) -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Additional Unearned Portion during Accumulated Other
Paid-In of Compenstory Development Comprehensive
Capital Stock Options Stage Income Total
<S> <C> <C> <C> <C> <C>
Balance - January 1, 2000 $33,749,000 $ (37,000) $(33,092,000) $ -- $ 3,108,000
Exercise of Stock Options 480,000 235,000
Common placement warrant conversions --
Preferred placement warrant conversions --
Exercise of Class C & D Warrants 3,790,000 3,793,000
Series B preferred stock conversions (3,000) --
Dividend Payable on Series C preferred stock (36,000) --
Series C prefered stock conversions 2,517,000 --
Compensation charge on vesting/exercisability
of stock option 2,136,000 2,136,000
Compensatory stock options granted 343,000 (111,000) 232,000
Common stock issued in payment for services 47,000 47,000
Issuance of private placement units 17,441,000 17,444,000
Unrealized gain on marketable securities
available for sale 125,000 125,000
Treasury Stock Issues in payment for services 37,000
Net Loss (6,806,000) (6,806,000)
-----------------------------------------------------------------------------------------------------------------------------
Balance - September 30, 2000 $60,500,000 $(148,000) $(39,934,000) $ 125,000 $ 20,351,000
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements
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DISCOVERY LABORATORIES, INC. AND SUBSIDIARY
(a development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
May 18, 1993
(Inception)
Nine Months Ended Through
September 30, September 30,
2000 1999 2000
------------ ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (6,806,000) $(3,868,000) $(39,252,000)
Adjustments to reconcile net loss to net cash used in operating
activities
Write-off of acquired in-process research and development and
supplies 13,508,000
Write-off of licenses 683,000
Depreciation and amortization 89,000 60,000 305,000
Compensatory stock options 2,368,000 124,000 2,510,000
Expenses paid using treasury stock and common stock 84,000 162,000
Changes in:
Prepaid expenses and other current assets (697,000) 137,000 (732,000)
Accounts payable and accrued expenses 556,000 (473,000) 848,000
Deferred revenue 1,036,000
Other assets 15,000 (3,000)
Expenses paid on behalf of company 18,000
Employee stock compensation 42,000
Reduction of research and development supplies (161,000)
------------ ----------- ------------
Net cash used in operating activities (4,391,000) (4,020,000) (21,036,000)
------------ ----------- ------------
Cash flows from investing activities:
Purchase of furniture and equipment (893,000) (172,000) (1,439,000)
Proceeds from disposal of furniture and equipment 25,000
Acquisition of licenses (711,000)
Purchase of marketable securities (10,157,000) (1,000,000) (31,902,000)
Proceeds from sale or maturity of investments 2,126,000 22,150,000
Net cash payments on merger (1,670,000)
------------ ----------- ------------
Net cash provided by (used in) investing activities (11,050,000) 954,000 (13,547,000)
------------ ----------- ------------
Cash flows from financing activities:
Proceeds from private placements of units, net of expenses 17,444,000 3,273,000 40,166,000
Purchase of treasury stock (5,000) (95,000)
Principal payments under capital lease obligation (12,000) (22,000)
Collections on stock subscriptions and proceeds from conversion of
stock options and warrants 4,028,000 12,000 4,100,000
------------ ----------- ------------
Net cash (used in) provided by financing activities 21,460,000 3,280,000 44,149,000
------------ ----------- ------------
Net (decrease) increase in cash and cash equivalents 6,019,000 214,000 9,566,000
Cash and cash equivalents - beginning of period 3,547,000 1,474,000
------------ ----------- ------------
Cash and cash equivalents - end of period $ 9,566,000 $ 1,688,000 $ 9,566,000
------------ ----------- ------------
Supplementary disclosure of cash flows information:
Interest Paid: $ 4,000 $ 17,000
Noncash transactions:
Accrued dividends on preferred stock $ 36,000 $ 153,000 $ 682,000
Common stock and treasury stock issued in payment for services 84,000 73,000 157,000
Preferred Stock issued for inventory 575,000
Treasury stock received on exercise of options 245,000 245,000
Equipment acquired through capitalized lease 73,000
Series C preferred stock dividends paid using common stock 204,000
</TABLE>
See notes to financial statements
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NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION
The Company
Discovery Laboratories, Inc. (the "Company") was formed to license and develop
pharmaceutical products to treat a variety of human diseases. The accompanying
financial statements include the accounts of the Company and its wholly owned
subsidiary, Acute Therapeutics, Inc. ("ATI"). ATI is presently inactive, and all
intercompany balances and transactions have been eliminated.
The accompanying unaudited, consolidated, condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information in accordance with the instructions to Form
10-QSB. 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
normally recurring accruals) considered for fair presentation have been
included. Operating results for the nine-month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's 1999 Annual
Report on Form 10-KSB.
The Company's activities since incorporation have primarily consisted of
conducting research and development, performing business and financial planning
and raising capital. Accordingly, the Company is considered to be in the
development stage, and expects to incur increasing losses and require additional
financial resources to achieve commercialization of its products.
The Company also depends on third parties to conduct research on the Company's
behalf through various research agreements. All of the Company's current
products under development are subject to license agreements that will require
the payment of future royalties.
Net Loss Per Share
Net loss per share is computed based on the weighted average number of common
shares outstanding for the periods and common shares issuable for little or no
cash consideration. Common shares issuable upon the exercise of options and
warrants and the conversion of convertible securities are not included in the
calculation of the net loss per share as their effect would be antidilutive.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Plan of Operations
Since its inception, the Company has concentrated its efforts and resources on
the development and commercialization of pharmaceutical products and
technologies. The Company has been unprofitable since its inception and has
incurred a cumulative net loss of approximately $39.3 million as of September
30, 2000. The Company expects to incur significantly increasing operating losses
over the next several years, primarily due to the expansion of its research and
development programs, including clinical trials for some or all of its existing
products and technologies and other products and technologies that it may
acquire or develop. The Company's ability to achieve profitability depends upon,
among other things, its ability to discover and develop products, obtain
regulatory approval for its proposed products and enter into agreements for
product development, manufacturing and commercialization. None of the Company's
products currently generate revenues and the Company does not expect to achieve
product revenues for the foreseeable future. Moreover, there can be no assurance
that the Company will ever achieve significant revenues or profitable operations
from the sale of any of its products or technologies.
The Company is a development stage pharmaceutical company that is focused on
developing compounds intended for use in critical care hospital settings. The
Company is also developing its lead product candidate, Surfaxin(R), for the
treatment of various critical care respiratory conditions.
The Company anticipates that during the next 12 months it will conduct
substantial research and development on its products. Primary focus will be on
the conduct of clinical trials for the Surfaxin(R) indications and on
preclinical research related to using Surfaxin(R)-like formulations as an
aerosol therapeutic, as well as a platform pulmonary drug delivery technology.
The Company expects to continue to expand its research and development
activities as a result of its receipt of approximately $17.4 million of net
proceeds from its offering completed in March 2000. In anticipation of
optimizing the commercial process for Surfaxin(R), the Company is considering
the purchase of
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additional equipment at a cost of approximately $500,000. Since May 2000, the
Company has hired approximately 10 additional personnel to expand the late stage
clinical development of Surfaxin(R) and anticipates hiring additional personnel
to further augment the development of Surfaxin(R) and SuperVent(TM).
In November, the Company established a satellite office in the United Kingdom to
manage and oversee its European clinical research programs. In addition, the
Company plans to expand its clinical trial capabilities in other parts of the
world.
SURFAXIN(R) (lucinactant)
Meconium Aspiration Syndrome (MAS) in full-term infants
The Company recently initiated a pivotal Phase 3 trial in MAS. The trial intends
to enroll 200 MAS patients. Results of a Phase 2 clinical trial in MAS in
full-term newborns showed an improvement in oxygenation parameters and a savings
of approximately three days on mechanical ventilation with the use of
Surfaxin(R). An Orphan Products Development Grant awarded to the Company by the
United States Food and Drug Administration (the "FDA") Office of Orphan Products
Development is expected to contribute towards reducing the costs of this Phase 3
trial. The Company has received Fast Track designation for Surfaxin(R) from the
FDA for MAS. The Company has previously been granted Orphan Drug Status for
Surfaxin(R) from the FDA for MAS.
Respiratory Distress Syndrome (RDS) in premature infants
The Company is currently planning to commence a Phase 3 clinical trial of
Surfaxin(R) for the treatment of RDS in premature infants during fourth quarter
of 2000. Such trial, and any other clinical trials of the Company's products in
development that have not yet commenced, will require clearance by the FDA
and/or world health authorities. There can be no assurance as to the receipt or
the timing of such clearance.
The Company has previously been granted Orphan Drug Status for Surfaxin(R) from
the FDA for RDS.
Acute Lung Injury/Acute Respiratory Distress Syndrome (ALI/ARDS)
A pivotal Phase 2/3 clinical trial of Surfaxin(R) for the treatment of ARDS was
commenced in July 1998. This trial was stopped on January 27, 2000 due to the
Company's cash position and so that a new Phase 2 ARDS/ALI trial could be
commenced using a new, less viscous formulation of Surfaxin(R). A new Phase 2
trial is currently being planned, which the Company expects to commence during
the fourth quarter of 2000. The Company has received Fast Track designation for
Surfaxin(R) from the FDA for ARDS. The Company has previously been granted
Orphan Drug Status for Surfaxin(R) from the FDA for ARDS.
SUPERVENT(TM) (tyloxapol)
Cystic Fibrosis (CF)
The Company began a Phase 2A clinical trial of SuperVent(TM) for the treatment
of CF on August 4, 1999. Analysis of the data shows that SuperVent(TM)
significantly decreased the amount of Interleukin 8 (IL-8) in the sputum of
treated patients compared to controls. IL-8 is an important body chemical that
causes the migration of inflammatory cells to the site of release. The Phase 2A
clinical trial involved 8 patients. An additional Phase 2 trial will likely be
required prior to commencement of a Phase 3 trial. Previously, the Company
completed a Phase 1 trial in 20 normal healthy volunteers and determined a dose
(1.25% tyloxapol concentration) that did not produce significant adverse
effects.
DSC-103 (Vitamin D analog)
Postmenopausal Osteoporosis
On December 5, 1997 a Phase 1 clinical study of DSC-103 as a once-daily, orally
administered drug for the treatment of postmenopausal osteoporosis in the United
States was initiated. Part B of such trial was commenced on April 2, 1998 and
was successfully completed on June 29, 1998. The Company has recently terminated
its license of DSC-103 with the licensor.
Results of Operations
The Company's expenses increased from $4,040,000 in the nine months ended
September 30, 1999, to $7,964,000 in the nine months ended September 30, 2000.
The increase was primarily due to a compensation charge of $2,368,000 recorded
as a result of the grant of options and the vesting of certain milestone-based
employee stock options (including 250,000 options whose vesting was accelerated
by the Board of Directors) and an increase in the Company's research and
development activities. The Company's total comprehensive net loss increased
from $3,874,000 in the nine months ended September 30, 1999, to $6,681,000 in
the nine months
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ended September 30, 2000. In addition, due to the increase in the weighted
average common shares outstanding during the first nine months of 2000, the
Company's net loss per share decreased from $0.49 in 1999 to $0.37 in 2000.
Liquidity
At September 30, 2000, the Company had working capital of $19.2 million. In
March 2000, the Company completed a private placement from which it received net
proceeds of approximately $17.4 million. The Company believes it has sufficient
resources to meet its planned research and development activities through the
first quarter of 2002.
The Company will be required to raise additional capital in order to meet its
business objectives, and there can be no assurance that it will be successful in
doing so or, in general, that the Company will be able to achieve its business
objectives.
The Company's working capital requirements will depend upon numerous factors,
including, without limitation, progress of the Company's research and
development programs, preclinical and clinical testing, timing and cost of
obtaining regulatory approvals, levels of resources that the Company devotes to
the development of manufacturing and marketing capabilities, technological
advances, status of competitors and the ability of the Company to establish
collaborative arrangements with other organizations.
Safe Harbor Statement Under the Private Securities Litigation Act of 1996
Certain statements set forth in this report, including, without limitation,
statements concerning the Company's research and development programs, the
possibility of submitting regulatory filings for the Company's products under
development, the seeking of collaboration arrangements with pharmaceutical
companies or others to develop, manufacture and market products, the research
and development of particular compounds and technologies and the period of time
for which the Company's existing resources will enable the Company to fund its
operations, are forward-looking statements. All such statements involve
significant risks and uncertainties. Actual results may differ materially from
those contemplated in the forward looking statements as a result of risks and
uncertainties, including but not limited to the following: the Company's ability
to obtain substantial additional funds; the uncertainties inherent in the
process of developing products of the kind being developed by the Company; the
Company's ability to establish additional collaborative and licensing
arrangements and the degree of success of the Company's collaboration partners;
the Company's ability to obtain and maintain all necessary patents or licenses;
the Company's ability to demonstrate the safety and efficacy of product
candidates and to receive required regulatory approvals; the Company's ability
to meet obligations and required milestones under its license agreement; the
Company's ability to compete successfully against other products and to market
products in a profitable manner; and other risks and uncertainties set forth in
the Company's filings with the Securities and Exchange Commission.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGE 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.
In October 2000, the Company was awarded a $1 million Fast-Track Small Business
Innovative Research (SBIR) grant by the US National Institutes of Health (NIH)
to develop Surfaxin(R) for asthma, drug delivery, and respiratory distress
syndromes.
The Company has decided not to pursue its planned occupation of a building
adjacent to its Doylestown, Pennsylvania headquarters that was originally
intended for its expanded clinical research activities. The Company has,
however, as a lower cost alternative, amended its existing lease agreement in
September 2000 to include an additional approximately 4,000 square feet of space
immediately adjacent to its offices. The Company sold the adjacent building on
October 30, 2000, for approximately $565,000 in cash. After taking into account
transaction costs, the proceeds from the sale of the building approximated its
purchase price.
Pursuant to its sublicense agreement with Laboratorios Dr. Esteve of Spain, one
of Spain's leading pharmaceutical companies, the Company received approximately
$600,000 in cash in October 2000 in support of its research and development
activities with respect to Surfaxin(R).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
1. None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Discovery Laboratories, Inc.
(Registrant)
Date: November 14, 2000 /s/ Robert J. Capetola, Ph.D.
----------------------------------
Robert J. Capetola, Ph.D.
President/Chief Executive Officer
Date: November 14, 2000 /s/ Evan Myrianthopoulos
----------------------------------
Evan Myrianthopoulos
Vice President, Finance
(Principal Financial Officer)
Date: November 14, 2000 /s/ Cynthia Davis
----------------------------------
Cynthia Davis
Controller
(Principal Accounting Officer)
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