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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended January 31, 2005
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to ________________ to _________________________
Commission file number 000 28489
Advaxis, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 841521955
--------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
212 Carnegie Centre, Ste 206, Princeton, NJ
-------------------------------------------
(Address of principal executive offices)
(609) 497-7555
---------------------------
(Issuer's telephone number)
Great Expectations and Associates Inc.
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 22, 2005:
36,690,056 shares outstanding of the Company's Common Stock, par value $.0001
per share
Transitional Small Business Disclosure Format (Check one): Yes |_| No|X|
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
ADVAXIS, INC.
(A DEVELOPMENT STAGE COMPANY)
JANUARY 31, 2005
INDEX
Page No.
PART I - FINANCIAL INFORMATION 1
Item 1. Condensed Financial Statements (unaudited) 1
Balance Sheet at January 31, 2005 1
Statements of Operations for the three-month
periods ended January 31, 2005 and 2004 and
the period March 1, 2002 (inception) to January 31, 2005 2
Cash Flow Statements for the three-month
periods ended January 31, 2005 and 2004 and
the period March 1, 2002 (inception) to January 31, 2005 3
Notes to Financial Statements 5
Item 2. Plan of Operations 8
Item 3. Controls and Procedures 9
PART II - OTHER INFORMATION 10
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 12
EXHIBITS
PART I -- FINANCIAL INFORMATION
ADVAXIS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JANUARY 31, 2005
(UNAUDITED)
ASSETS
Current Asset - Cash $ 3,217,430
Intangible Assets, net of
accumulated amortization of $22,635 666,447
Other Assets 2,450
-------------------------------------------------------------------------------
TOTAL ASSETS $ 3,886,327
===============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 435,280
Notes Payable, Current Portion 258,237
-------------------------------------------------------------------------------
Total Current Liabilities 693,517
Notes Payable, net of Current Portion 230,000
-------------------------------------------------------------------------------
TOTAL LIABILITIES 923,517
-------------------------------------------------------------------------------
Shareholders' Equity:
Common Stock - $0.001 par value;
authorized 500,000,000 shares,
issued and outstanding 36,690,057 36,690
Additional Paid-In Capital 4,830,116
Accumulated Deficit (1,903,996)
-------------------------------------------------------------------------------
Total Shareholders' Equity 2,962,810
-------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,886,327
===============================================================================
See accompanying notes to condensed financial statements.
1
ADVAXIS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
PERIOD FROM
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 1, 2002 (INCEPTION)
JANUARY 31 JANUARY 31 JANUARY 31,
2005 2004 2005
--------------------------------------------------------------
Research & Development Expenses $ 218,951 $ 86,842 $ 887,300
General & Administrative Expenses 26,175 45,399 1,073,113
Interest Expense 2,968 10,655 24,387
Other Income (2,739) (430) (124,688)
--------------------------------------------------------------
Net Loss (245,355) (142,466) (1,860,112)
Dividends Attributable to preferred
shares 43,884
--------------------------------------------------------------
Net Loss Applicable to Common Stock $ (245,355) $ (142,466) $ (1,903,966)
==============================================================
Basic and Diluted
Net Loss per share $ (0.01) $ (0.01) $ (0.11)
==============================================================
Weighted Average Number of Shares
Outstanding 31,271,317 16,350,323 17,636,857
==============================================================
See accompanying notes to condensed financial statements.
2
ADVAXIS, INC.
(A DEVELOPMENT STAGE COMPANY)
CASH FLOW STATEMENT
(UNAUDITED)
PERIOD FROM
THREE MONTHS ENDED THREE MONTHS ENDED MARCH 1, 2002 (INCEPTION)
JANUARY 31 JANUARY 31 JANUARY 31,
2005 2004 2005
-------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (245,355) $ (142,466) $(1,860,112)
Adjustments to reconcile net loss to net cash
used in operating activities:
Value assigned to options given as payments to
consultants and professionals 8,484 24,292
Amortization Expense 6,817 800 22,635
Accrued Interest on Notes Payable 7,968 40,139
Increase in other assets (2,450) (2,450)
Increase (Decrease) in Accounts Payable (356,756) 102,909 111,432
------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (589,776) (30,723) (1,664,064)
------------------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Cash paid on acquisition of Great Expectations (44,940) (44,940)
Cost of Intangible Assets (203,460) (30,228) (329,082)
------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (248,400) (30,228) (374,022)
------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Notes Payable 87,203 997,189
Net Proceeds on Issuance of Preferred Stock 235,000
Net Proceeds on Issuance of Common Stock 4,023,327 4,023,327
------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,023,327 87,203 5,255,516
------------------------------------------------------------------------------------------------------------------------
Net increase in cash 3,185,151 26,702 3,217,430
Cash at beginning of period 32,279 1,380
------------------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD $ 3,217,430 $ 28,082 $ 3,217,430
========================================================================================================================
See accompanying notes to condensed financial statements.
3
THREE THREE PERIOD FROM
MONTHS MONTHS MARCH 1, 2002
ENDED ENDED (INCEPTION)
JANUARY 31 JANUARY 31 JANUARY 31,
2005 2004 2005
SUPPLEMANTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Common Stock issued to founders $ 40
==================================================================================================
Notes Payable and Accrued Interest $ 15,969
Converted to Preferred Stock
==================================================================================================
Stock Dividend on Preferred Stock $ 43,884
==================================================================================================
Notes Payable and Accrued Interest $613,158 $613,158
Converted to Common
==================================================================================================
Intangible Assets Acquired with $360,000
Notes Payable
==================================================================================================
4
ADVAXIS, INC.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS DESCRIPTION
We are a development stage biotechnology company utilizing multiple mechanisms
of immunity with the intent to develop cancer vaccines that are more effective
and safer than existing vaccines. To that end, we have licensed rights from the
University of Pennsylvania ("Penn") to use a patented system to engineer a live
attenuated Listeria monocytogenes bacteria (the "Listeria System") to secrete a
protein sequence containing a tumor-specific antigen. Using the Listeria System,
we believe we will force the body's immune system to process and recognize the
antigen as if it were foreign, creating the immune response needed to attack the
cancer. Our licensed Listeria System, developed at Penn over the past 10 years,
provides a scientific basis for believing that this therapeutic approach induces
a significant immune response to a tumor. Accordingly, we believe that the
Listeria System is a broadly enabling platform technology that can be applied to
many types of cancers. In addition, we believe there may be useful applications
in infectious diseases and auto-immune disorders. The therapeutic approach that
comprises the Listeria System is based upon the innovative work of Yvonne
Paterson, Ph.D., Professor of Microbiology at Penn, involving the creation of
genetically engineered Listeria that stimulate the innate immune system and
induce an antigen-specific immune response involving humoral and cellular
components. We have obtained an exclusive 20-year license from Penn to exploit
the Listeria System, subject to meeting various royalty and other obligations
(the "Penn License"). The interim financial statements include all adjustments
which, in the opinion of management, are necessary to make the financial
statements not misleading.
2. OPTION EXPENSES
The Company has elected to apply APB opinion No. 25 and related interpretations
in accounting for its stock option granted to employees and has adopted the
disclosure only provisions of SFAS No. 123. Had the Company elected to recognize
compensation cost based on the fair value of the options granted at the grant
date as prescribed by SFAS No. 123, the Company's net loss would have been as
follows:
3 MONTHS ENDED 3 MONTHS ENDED
JANUARY 31 JANUARY 31
2005 2004
Net Loss as reported $(245,355) $(142,466)
Deduct stock option compensation
expense determined under fair value
based method (18,573) (22,612)
--------- ---------
Adjusted Net Loss $(263,928) $(165,078)
========= =========
Net Loss per share as reported $ (0.01) $ (0.01)
========= =========
Net Loss per share pro forma $ (0.01) $ (0.01)
========= =========
The Company accounts for nonemployee stock based awards in which goods or
services are the consideration received for the equity instrument issued based
on the fair value of the equity instrument in accordance with the guidance
provided in the consensus opinion of the Emerging Issues Task Force ("EITF")
issue 96-18, Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods or Services.
5
3. RECAPITALIZATION AND FINANCING
In November 2004, we acquired 100% of the stock of Advaxis. Advaxis was
organized in 2002 to develop the Listeria System under patents licensed from
Penn which are described above under "General" and later in this prospectus
under "Business."
We acquired Advaxis through a share exchange and reorganization (the
"Recapitalization"), pursuant to which Advaxis became our wholly owned
subsidiary. We acquired (i) all of the issued and outstanding shares of
Advaxis's common stock and Advaxis's Series A preferred stock in exchange for an
aggregate of 15,597,723 shares of authorized, but theretofore unissued, shares
of our common stock, no par value, (ii) all of the issued and outstanding
warrants to purchase Advaxis's common stock, in exchange for warrants to
purchase 584,885 of our shares; and (iii) all of the issued and outstanding
options to purchase the common stock of Advaxis in exchange for an aggregate of
2,381,525 options to purchase our common stock, constituting approximately 96%
of our common stock prior to the issuance of shares of our common stock in the
private placement described below. Prior to the closing of the Recapitalization,
we performed a 200-for-1 reverse stock split, thus reducing the issued and
outstanding shares of our common stock from 150,520,000 shares to 752,600
shares. Additionally, 752,600 shares of our common stock were issued to the
financial advisor in connection with the Recapitalization.
As a result of the transaction, the former shareholders of Advaxis are our
controlling shareholders. Additionally, prior to the transaction, we had no
substantial assets. Accordingly, the transaction is treated as a reverse
acquisition of a public shell, and the transaction has been accounted for as a
recapitalization of Advaxis, rather than a business combination. The historical
financial statements of Advaxis are now our historical financial statements.
Historical shareholders' equity (deficiency) of Advaxis has been restated to
reflect the recapitalization, and include the shares received in the
transaction.
On November 12, 2004, we completed an initial closing of a private placement
offering (the "Private Placement"), whereby we sold an aggregate of $2.925
million worth of units to accredited investors. Each unit was sold for $25,000
(the "Unit Price") and consisted of (a) 87,108 shares of common stock and (b) a
warrant to purchase, at any time prior to the fifth anniversary following the
date of issuance of the warrant, to purchase 87,108 shares of common stock
included at a price equal to $0.40 per share of common stock (a "Unit"). In
consideration of the investment, we granted to each investor certain
registration rights and anti-dilution rights. Also, in November 2004, we
converted approximately $618,000 of aggregate principal promissory notes and
accrued interest outstanding into Units.
On December 8, 2004, we completed a second closing of the Private Placement,
whereby we sold an aggregate of $200,000 of Units to accredited investors.
On January 4, 2005, we completed a third and final closing of the Private
Placement, whereby we sold an aggregate of $128,000 of Units to accredited
investors.
Pursuant to the terms of a investment banking agreement, dated March 19, 2004,
by and between us and Sunrise Securities, Corp. (the "Placement Agent"), we
issued to the Placement Agent and its designees an aggregate of 2,283,445 shares
of common stock and warrants to purchase up to an aggregate of 2,666,900 shares
of common stock. The shares were issued as part consideration for the services
of the Placement Agent, as our placement agent in the Private Placement. In
addition, we paid the Placement Agent a total cash fee of $50,530.
6
On January 12, 2005, we completed a second private placement offering whereby we
sold an aggregate of $1,100,000 of units to a single investor. As with the
Private Placement, each unit issued and sold in this subsequent private
placement was sold at $25,000 per unit and is comprised of (i) 87,108 shares of
our common stock, and (ii) a five-year warrant to purchase 87,108 shares of our
common stock at an exercise price of $0.40 per share. Upon the closing of this
second private placement offering we issued to the investor 3,832,753 shares of
common stock and warrants to purchase up to an aggregate of 3,832,753 shares of
common stock.
The aggregate sale from the four private placements was $4,353,000, which was
netted against transaction costs of $329,673 for net proceeds of $4,023,327.
During October 2004, the Company issued note payable of $360,000 to acquire a
license, and received a grant of approximately $116,000.
7
ITEM 2. PLAN OF OPERATIONS
The Company has included in this Quarterly Report certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning the Company's business, operations and financial condition.
"Forward-looking statements" consist of all non-historical information, and the
analysis of historical information, including the references in this Quarterly
Report to future revenue growth, collaborative agreements, future expense
growth, future credit exposure, earnings before interest, taxes, depreciation
and amortization, future profitability, anticipated cash resources, anticipated
capital expenditures, capital requirements, and the Company's plans for future
periods. In addition, the words "could", "expects", "anticipates", "objective",
"plan", "may affect", "may depend", "believes", "estimates", "projects" and
similar words and phrases are also intended to identify such forward-looking
statements.
Actual results could differ materially from those projected in the
Company's forward-looking statements due to numerous known and unknown risks and
uncertainties, including, among other things, unanticipated technological
difficulties, the length and scope of our clinicial trials, costs related to
intellectual property related expense, cost of manufacturing and higher
consulting costs, product demand, changes in domestic and foreign economic,
market and regulatory conditions, the inherent uncertainty of financial
estimates and projections, the uncertainties involved in certain legal
proceedings, instabilities arising from terrorist actions and responses thereto,
and other considerations described as "Risk Factors" in other filings by the
Company with the SEC. Such factors may also cause substantial volatility in the
market price of the Company's Common Stock. All such forward-looking statements
are current only as of the date on which such statements were made. The Company
does not undertake any obligation to publicly update any forward-looking
statement to reflect events or circumstances after the date on which any such
statement is made or to reflect the occurrence of unanticipated events.
PLAN OF OPERATIONS
We were originally incorporated in the state of Colorado on June 5, 1987
under the name Great Expectations, Inc. We were administratively dissolved
January 1, 1997 and reinstated June 18, 1998 under the name Great Expectations
and Associates, Inc. In 1999, we became a reporting company under the Securities
Exchange Act of 1934, as amended. We were a publicly traded "shell" company
without any business until November 12, 2004 when we acquired Advaxis through
the issuance of 15,597,723 shares of our Common Stock (the "Share Exchange"), as
a result of which Advaxis become our wholly-owned subsidiary and our sole
operating company. For financial reporting purposes, we have treated the Share
Exchange as a recapitalization, where Advaxis was the acquirer. As a result of
the foregoing as well as the fact that the Share Exchange is treated as a
recapitalization of Advaxis rather than as a business combination, the
historical financial statements of Advaxis on November 12, 2004 became our
historical financial statements after the Share Exchange.
We are a biotechnology company which utilizes multiple mechanisms of
immunity with the intent to develop cancer vaccines that are more effective and
safer than existing vaccines. We believe that by using our licensed Listeria
System to engineer a live attenuated Listeria monocytogenes bacteria to secrete
a protein sequence containing a tumor-specific antigen, we will force the body's
immune system to process and recognize the antigen as if it were foreign,
creating the immune response needed to attack the cancer.
8
We have no customers. We are in the development stage and focus our
initial development efforts on six lead compounds and anticipate commencing a
Phase I clinical study of Lovaxin C, a potential cervical and neck cancer
vaccine, in the third quarter of 2005.
Research and development expenses, which principally comprise
manufacturing scale up and of our cancer vaccine, consulting and toxicology
studies and are recognized expenses as incurred, amounted to $218,951 for the
three months ended January 31, 2005. We recognize research and development
expenses as incurred. During the year ending January 31, 2006 and beyond, we
anticipate that our research and development expenses will increase as a result
of our expanded development and commercialization efforts related to toxicology
studies, clinical trials, product development, and development of strategic and
other relationships that will be required ultimately for the licensing,
manufacture and distribution of our product candidates.
We sold for aggregate gross proceeds of approximately $4,353,000 in a
private placement effected in four tranches on November 12, 2004, December 8,
2004, January 4, 2005 and January 10, 2005 an aggregate of 15,167,248 shares of
our common stock and five year warrants to purchase an aggregate of 15,167,248
shares of our common stock exercisable at a price of $.40 per share. The sales
were exempt from registration under the Securities Act of 1933 pursuant to
Registration D under the Act. In addition we issued to the Placement Agent and
its designees 2,283,445 shares of Common Stock and five year warrants to
purchase an aggregate of 2,283,445 shares of Common Stock.
At January 31, 2005, our cash was $3,217,430, and our working capital was
$2,523,913.
We intend to use the proceeds of the private placement during the 12
months ending January 31, 2006 to conduct a Phase I clinical trial in cervical
cancer using Lovaxin C, one of our lead product candidates in development using
our Listeria System, expand our research and development team, further the
development of the product candidates and expand our manufacturing capabilities
and strategic activities.
During the next 12 to 24 months, we anticipate that our strategic focus
will be to achieve several objectives. Our foremost objectives are as follows:
o Initiate and complete phase I clinical study of Lovaxin C;
o Continue pre-clinical development of our products;
o Continue research to expand our technology platform.
We do not currently expect to purchase or sell any of our facilities or
significant equipment or to make any significant changes in the number of our
employees.
Our longer-term funds requirements including the commercialization of our
existing or future product candidates will require us to seek additional capital
through (i) the sale of our equity or debt securities, (ii) financial
arrangements with corporate and other partners, and (iii) increased license fees
and milestone payments and research collaboration fees in the event we enter
into research collaborations arrangements with third parties. Depending upon
market conditions, we may not be successful in raising sufficient additional
capital for our long-term requirements. In such event, our business, prospects,
financial condition and results of operations could be materially adversely
affected.
9
OFF-BALANCE SHEET ARRANGEMENTS.
We are party to a license agreement, dated June 17, 2002, as amended, between
Advaxis and The Trustees of the University of Pennsylvania, pursuant to which
Advaxis has agreed to pay $482,000 in licensing fees in annual payments on
December 15, 2005, 2006 and 2007, respectively or upon certain financing
milestones, and in addition $525,000 over a four-year period as a royalty after
the first commercial sale of our products covered by the license. Advaxis is
also obligated to pay annual license maintenance fees under this agreement
ranging from $25,000 to $125,000 per year after the first commercial sale of a
product under the license.
ITEM 3. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, based on an evaluation of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
under the Securities Exchange Act of 1934), the Chief Executive Officer and
Chief Financial Officers of the Company have concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in its Exchange Act reports is recorded,
processed, summarized and reported within the applicable time periods specified
by the SEC's rules and forms.
There were no significant changes in the Company's internal controls or in
any other factors that could significantly affect those controls subsequent to
the date of the most recent evaluation of the Company's internal controls by the
Company, including any corrective actions with regard to any significant
deficiencies or material weaknesses.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
The registrant is in an arbitration with DNA Bridges, Inc. over the timing, but
not the amount of a fee earned by DNA Bridges, Inc. for assisting the Company in
securing grant money for research purposes, the fee in question is approximately
$90,000. The registrant believes that payment is not due until the grant money
is received. DNA Bridges believes that the fee was due when the grant issued and
is not contingent on payment. The parties are in ongoing settlement discussions.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
We effected a private placement to accredited investors at a price of $25,000
per Unit of an aggregate of 15,167,248 shares of our Common Stock and five year
warrants to purchase an aggregate of 15,167,248 shares of Common Stock at an
exercise price of $.40 per share. Each Unit was comprised of 87,108 shares and
87,108 warrants. The placement occurred in four tranches. The first which
occurred on November 12, 2004 involved the sale of 117 Units including 5.12
Units paid by the cancellation of our promissory notes in the amount of $595,000
including accrued interest. The second tranche, effected on December 8, 2004 was
for 8 Units. The third tranche, effected on January 4, 2005, was for 5 Units.
The fourth tranche, effected on January 10, 2005, was for 44 units. The
Placement Agent, Sunrise Securities, Inc., received from the Company a cash
commission of $50,530 and it and its designees received 2,283,445 shares of
Common Stock and five year warrants to purchase 2,266,900 shares of common
stock.
The net proceeds of approximately $4,023,327, net of expenses of $329,673, will
be used for working capital.
The offer and sale were exempt from registration and the Securities Act of 1933,
as amended by virtue of the provisions of Section 4(2) and Regulation D
thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Certification of Chief Financial Officer pursuant to section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Executive Officer pursuant to section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
(i) Report on Form 8-K filed November 18, 2004 relating to items
2.01, 3.02, 4.01, 5.01, 5.02, 5.05, 8.01 and 9.01
(ii) Report on Form 8-K filed December 10, 2004 relating to item
3.02.
(iii) Report on Form 8-K filed December 23, 2004 relating to items
1.01 and 9.01.
(iv) Report on Form 8-K filed December 27, 2004 relating to items
5.03 and 9.01
11
(v) Report on Form 8-K filed January 5, 2005 relating to item
3.02.
(vi) Report on Form 8-K/A filed January 11, 2005 relating to item
9.01
(vii) Report on Form 8-K filed January 18, 2005 relating to items
1.01, 3.02 and 9.01
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Date: March 22, 2005
ADVAXIS, INC.
Registrant
/s/ J. Todd Derbin
-----------------------------
J. Todd Derbin
President, Chief Executive Officer
/s/ Roni Appel
------------------------------
Roni Appel
Chief Financial Officer
13