Axim Biotechnologies, Inc 10-Q, filed Nov 14, 2022

Axim Biotechnologies, Inc. (AXIM)

10-Q 2022-11-14 For: 2022-09-30

View Original

Added on April 09, 2026

About this 10-Q

Axim Biotechnologies, Inc filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

		Page
Condensed Consolidated Balance Sheet as of September 30, 2022 (unaudited) and December 31, 2021		3

Condensed Consolidated Statements of Operations for the Three and Nine months periods ended September 30, 2022 and 2021 (unaudited)		4

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three and Nine months ended September 30, 2022 and 2021 (unaudited)		5

Condensed Consolidated Statement of Cash Flows for the Nine months ended September 30, 2022 and 2021 (unaudited)		6

Notes to Condensed Consolidated Financial Statements (unaudited).		7

AXIM BIOTECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS

Current assets:
Cash	$	163,746		$	452,963
Prepaid expenses		65,390			163,561
Inventory		20,089			20,089
Total current assets		249,225			636,613

Property and equipment, net of accumulated depreciation		102,069			116,810

Other Assets:
Notes receivable- related party		-			104,268
Patents (net of accumulated amortization of $23,509 and $7,409; respectively)		226,491			242,591
Licenses (net of accumulated amortization of $408,452 and $128,718; respectively)		3,861,548			4,141,282

Security deposit		5,000			5,000
Operating lease right-of-use asset		34,374			76,871
Total other assets		4,127,413			4,570,012

TOTAL ASSETS	$	4,478,707		$	5,323,435

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	1,049,828		$	909,458
Derivative liability - conversion feature		1,995,618			-
Lease liability obligations		34,374			56,871
Due to shareholder		-			180
Due to first insurance funding		53,698			32,873
convertible note payable (including accrued interest of $0 and $16,919 net of unamortized discount of $0 and $0)		-			1,126,919
Deferred Revenue		29,720
Promissory note (including accrued interest of $-0- and $44,041, respectively) (see note7)		-			454,693
Total current liabilities		3,163,238			2,580,994

Long-term liabilities:
Deferred Revenue		118,965			-
Convertible note payable (including accrued interest of $252,820 and $209,685, respectively) net of unamortized debt discount of $1,629,876 and $605,639, respectively(see note 11)		1,315,353			761,604
Convertible note payable - related party (including accrued interest of $261,537 and $299,037, respectively)		4,261,537			4,299,037
Lease liability obligations		-			20,000
Total long-term liabilities		5,695,855			5,080,641

TOTAL LIABILITIES		8,859,093			7,661,635

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 5,000,000 shares authorized;

Series B Convertible Preferred Stock, $0.0001 par value 500,000 shares designated,
Series C Convertible Preferred Stock, $0.0001 par value 500,000 shares designated,
500,000 and 500,000 shares issued and outstanding, respectively		50			50

Common stock, $0.0001 par value, 300,000,000 shares authorized 185,441,917 and 138,099,981 shares issued and outstanding, respectively		18,545			13,811
Additional paid in capital		58,752,209			51,000,166
Subscription receivable		(60,064	)		-
Common stock to be issued		135,000			4,530,000
Accumulated deficit		(63,226,126	)		(57,882,227	)
TOTAL STOCKHOLDERS' DEFICIT		(4,380,386	)		(2,338,200	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,478,707		$	5,323,435

See accompanying notes to these unaudited condensed consolidated financial statements

AXIM BIOTECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2022			2021			2022			2021

Revenues	$	1,314		$	8,127		$	1,314		$	55,651

cost of goods sold

Gross profit		1,314			8,127			1,314			55,651

Operating Expenses:

Research and development expenses		29,722			67,263			109,086			216,282
Selling, general and administrative		1,182,768			2,519,527			3,083,349			4,812,790
Amortization of Other Assets		98,612			692,858			295,835			1,333,954
Depreciation and amortization		8,132			6,935			23,451			20,119

Total operating expenses from continuing operations		1,319,234			3,286,583			3,511,721			6,383,145

Loss from continuing operations		(1,317,920	)		(3,278,456	)		(3,510,407	)		(6,327,494	)

Other (income) expenses:

Interest income		-			(256	)		(256	)		(769	)
Change in fair value of derivative Liability conversion feature		500,887			-			(418,769	)		-
Income from Grants from Government		-			(59,986	)		-			(279,981	)
Amortization of note discount		46,441			17,456			132,521			220,578
Loss on Extinguishment of Debt		111,818			-			490,641			1,535,264
Interest expense		57,481			56,007			1,629,355			175,915
Total other (income) expenses		716,627			13,221			1,833,492			1,651,007

Loss before provision of income tax		(2,034,547	)		(3,291,677	)		(5,343,899	)		(7,978,501	)
Provision for income tax		-						-

Income (loss) from continuing operations		(2,034,547	)		(3,291,677	)		(5,343,899	)		(7,978,501	)

Income (loss) from discontinued operations		-			-			-			(4,633	)

NET LOSS	$	(2,034,547	)	$	(3,291,677	)	$	(5,343,899	)	$	(7,983,134	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		(2,034,547	)		(3,291,677	)		(5,343,899	)		(7,983,134	)

Earning per share from continuing operations
Basic	$	(0.01	)	$	(0.03)		$	(0.04)		$	(0.06	)
Diluted	$	(0.01	)	$	(0.03)		$	(0.04)		$	(0.06	)

Earning per share from discontinued operations
Basic	$	-		$	-		$	-		$	-
Diluted	$	-		$	-		$	-		$	-

Earning per share
Basic	$	(0.01	)	$	(0.03	)	$	(0.034	)	$	(0.06	)
Diluted	$	(0.01	)	$	(0.03	)	$	(0.034)		$	(0.06	)

Weighted average common shares outstanding - basic and diluted		171,893,796			133,663,974			158,091,581			129,803,948

See accompanying notes to these unaudited condensed consolidated financial statements

AXIM BIOTECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

	Common Stock				Series C Convertible Preferred Stock				Common Stock			Additional Paid In			Subscription Amount			Accumulated
	Shares		Amount		Shares		Amount		to be Issued			Capital			Receivable			Deficit			Total

Balance at December 31, 2020		125,327,579	$	12,533		500,000	$	50	$	201,974		$	43,201,186		$	-		$	(41,849,922	)	$	1,565,821
common stock to be issued for purchase of shares										168,500												168,500
Common stock issued against common stock to be issued received in py		108,965		11						(66,974	)		66,963									-
common stock issued for severance payable of discontinued operations		379,463		38									224,963									225,001
Common stock and warrants issued for cash		1,712,500		171									433,829									434,000
stock based compensation- stock options													99,742									99,742
Net loss																			(864,536	)		(864,536	)
Balance at March 31, 2021		127,528,507		12,753		500,000		50		303,500			44,026,683			-			(42,714,458	)		1,628,528
Common stock issued for services		1,114,351		111						(16,000	)		792,389									776,500
Common stock issued for cash		1,234,113		123						(152,500	)		402,376									249,999
Convertible note and accrued interest converted to common stock		2,647,464		265									582,442									582,707
Other		500,000		50									332,450			(332,500	)					-
Stock based compensation - stock options													91,526									91,526
Loss on extinguishment of debt													1,535,264									1,535,264
Net loss																			(3,826,924	)		(3,826,924	)
Balance at June 30, 2021		133,024,435		13,302		500,000		50		135,000			47,763,130			(332,500	)		(46,541,382	)		1,037,600
Common stock to be issued										4,322,500												4,322,500
Common stock issued for services		1,415,554		142									1,111,758									1,111,900
Common stock issued for cash		1,445,115		145									476,581									476,726
Subscription Receivable share price adjustment													(103,688	)		103,688
Subscription price receivable																228,812						228,812
stock based compensation- stock options													761,810									761,810
Net loss																			(3,291,677	)		(3,291,677	)
Balance at September 30, 2021		135,885,104		13,589		500,000		50		4,457,500			50,009,591			-			(49,833,059	)		4,647,671
Balance at December 31, 2021		138,099,981		13,811		500,000		50		4,530,000			51,000,166			-			(57,882,227	)		(2,338,200	)
common stock issued under s-1		4,000,000		400									594,470									594,870
common stock issued against common stock to be issued purchase of atd		7,000,000		700						(4,270,000	)		4,269,300									-
Common stock issued against common stock to be issued received in PY		166,667		17						(25,000	)		24,983									-
common stock issued stock purchase agreements		976,870		98									104,902									105,000
common stock issued for services		802,115		80						(100,000	)		179,420									79,500
cashless exercise stock options		282,759		28									(28	)
stock issued on settlement of debt		173,390		17									32,927									32,944
Stock based compensation - stock options													188,917									188,917
Net loss																			(2,086,714	)		(2,086,714	)
Balance at March 31, 2022		151,501,782	$	15,151		500,000	$	50	$	135,000		$	56,395,057		$	-		$	(59,968,941	)	$	(3,423,683	)

stock issued on settlement of debt		891,610		89									64,107									64,196
Stock based compensation - stock options													182,215									182,215
common stock issued under s-1		6,750,000		675									377,950			(92,240	)					286,385
stock issued settlement of claim		3,544,247		354									225,817									226,171
Loss on extinguishment of debt													154,292									154,292
Net loss																			(1,222,638	)		(1,222,638	)
Balance June 30, 2022		162,687,639	$	16,269		500,000	$	50	$	135,000		$	57,399,438		$	(92,240	)	$	(61,191,579	)	$	(3,733,062	)

Stock issued on settlement of debt		5,665,636		567									348,309									348,876
Sock based compensation-stock options													517,180									517,180
Common stock issued under s-1		3,227,638		323									138,668			32,176						171,167
Common stock issued stock purchase agreements		13,861,004		1,386									348,614									350,000
Net Loss																			(2,034,547	)		(2,034,547	)

Balance September 30, 2022		185,441,917	$	18,545		500,000	$	50	$	135,000		$	58,752,209		$	(60,064	)	$	(63,226,126	)	$	(4,380,386	)

See accompanying notes to these unaudited condensed consolidated financial statements

AXIM BIOTECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

	For the			For the
	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,343,899	)	$	(7,983,134	)
Less: (Loss) gain from discontinued operations		-			(4,633	)
Loss from continuing operations		(5,343,899	)		(7,978,501	)

Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation		23,451			20,119
Stock based compensation		888,313			953,076
Amortization of prepaid insurance/expense		187,562			296,542
Amortization of debt discount		132,521			220,578
Common stock issued for services		79,500			1,904,400
Common Stock issued in settlement of an obligation		230,369
Amortization(impairment) of Intangible Assets		295,834			1,333,954
Loss on conversion of convertible note		122,887
Loss on extinguishment of debt		137,388			1,535,264
Change in fair value of derivative liability		(418,769	)
Non-cash interest Expense		1,316,846
Severance cost (Note Receivable waived)		102,387

Changes in operating assets & liabilities:
(increase) decrease in accounts receivable					(770	)
Increase in interest receivable		1,701			(182,161	)
(Increase) decrease in prepaid expenses		(89,391	)		(20,127	)
Increase in due to First insurance Funding		80,614
Increase in Deferred revenue inventory		148,685
Increase in accounts payable and accrued expenses		375,180			228,426
Net cash provided by (used in) operating activities from continuing operations		(1,728,821	)		(1,689,200	)
Net cash provided by (used in) operating activities from discontinued operations		-			(4,633	)
Net cash provided by (used in) operating activities		(1,728,821	)		(1,693,833	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment		(8,710	)		(20,022	)
Acquisition of patents					(10,000	)

Net cash provided by (used in) investing activities from continuing operations		(8,710	)		(30,022	)
Net cash provided by (used in) investing activities from discontinued operations		-			-
Net cash provided by (used in) investing activities		(8,710	)		(30,022	)

CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued under registration statement on Form S-3		1,052,419			-

Common stock issued under SPA		455,000			1,542,040
repayment of first insurance funding		(59,789	)		40,511
Proceeds from common stock to be issued per stock purchase agreement		-			52,500
Proceeds from convertible notes		1,325,000			-
Repayment of convertible notes		(1,243,200	)		-
Repayment of Promissory note		(81,116	)		(30,000	)
Net cash provided by (used in) continuing financing activities		1,448,314			1,605,051
Net cash provided by (used in) discontinued financing activities		-			-
Net cash provided by (used in) financing activities		1,448,314			1,605,051

Net (decrease) increase in cash and cash equivalents		(289,217	)		(118,804	)

Cash and cash equivalents at beginning of period		452,963			457,181
Cash and cash equivalents at end of period	$	163,746		$	338,377
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest	$	142,500		$	-
Income taxes - net of tax refund	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued against common stock to be issued	$	125,000		$	66,974
Acquisition of patents against notes payable and accounts payable	$	-		$	240,000
Common stock to be issued for acquisition	$	-		$	4,270,000
Common stock issued for severance	$	64,197		$	225,000
Common stock issued against subscription receivable	$	60,064		$	-
Accrued interest converted to common stock	$	32,944		$	-
Common stock issued on cashless exercise of options	$	28		$	-
Common stock issued against Common stock to be issued for acquisition	$	4,270,000		$	-
Initial derivative liability at issuance of notes	$	2,641,846		$	-
Initial debt discount at issuance of notes	$	1,325,000		$	-
Promissory note refinanced against convertible note	$	367,931		$	-
Common stock issued against settlement of debt	$	348,876		$	-

See accompanying notes to these unaudited condensed consolidated financial statements

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	September 30, 2022		December 31, 2021
Equipment of continuing operations	$	183,992	$	175,283
Less: accumulated depreciation		81,923		58,473
	$	102,069	$	116,810

		2022				2023				2024				2025				2026 and thereafter
Amortization expense		$	98,656			$	394,450			$	394,450			$	394,450			$	2,806,034

Fair Value Hierarchy		Inputs to Fair Value Methodology
Level 1		Quoted prices in active markets for identical assets or liabilities
Level 2		Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information
Level 3		Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment

Balance, December 31, 2021	$	-
Issuance of convertible note payable		2,641,846
Derivative liabilities on settlement of note transferred to gain on settlement		(227,459	)
Mark to market		(418,769	)
Balance, September 30, 2022	$	1,995,618

	Options Outstanding			Weighted Average Exercise Price
Outstanding at December 31, 2020		10,300,000		$	0.36
Granted		2,960,715			0.60
Exercised		(300,000	)		0.35
Expired or canceled		(2,000,000	)		0.75
Outstanding at December 31, 2021		10,960,715		$	0.37
Granted		13,500,000			0.052
Exercised		(500,000	)		0.37
Balance September 30, 2022		23,960,715		$	0.19

	Number of Warrants		Weighted Average Exercise Price
Outstanding at December 31, 2020		-	$	-
Granted		3,025,000		0.71
Forfeited/Cancelled		-		-
Exercised		-		-
Outstanding at December 31, 2021		3,025,000	$	0.71
Granted		519,247		0.31
Exercised
Outstanding at September 30, 2022		3,544,247		0.65

	September 30, 2022		September 30, 2021
Net sales	$	-	$	-
Total expenses	$	-	$	(4,633	)
Gain from sale of asset and liability	$	-	$	-
Other (loss) income	$	-	$	-
(Loss) income from discontinued operations	$	-	$	(4,633	)

	September 30, 2022		September 30 2021
Net (loss) income from discontinued operations	$	-	$	(4,633	)

Adjustment of non-cash activities		-		-
Decrease in accounts receivable		-		-
Increase in inventory		-		-
Increase in accounts payable and accrued expenses		-		-
Net cash provided by (used in) operating activities	$	-	$	(4,633	)

Net cash provided by (used in) investing activities	$	-	$	-
Net cash provided by (used in) financing activities	$	-	$	-

	September 30,			December 31,
	2022			2021
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.	$	484,478		$	484,478
Convertible Note payable, due on October 1, 2022, interest at 6% p.a.		-			1,110,000
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a.		500,000			500,000
Convertible note payable, due on February 10, 2032, interest at 3.0% p. a.		1,150,000			-
Convertible note payable, due on December 31, 2034, interest at 3% p.a.		190,000			190,000
Convertible Note payable due January 27, 2032 interest at 3% p.a.		367,931
Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet)		252,820			209,685
Total		2,945,229			2,494,163
Less: unamortized debt discount/finance premium costs		(1,629,876	)		(605,639	)
Convertible note payable, net	$	1,315,353		$	1,888,524

Right-of-use assets	$	34,374

Lease liability obligations, current	$	34,374
Lease liability obligations, noncurrent
Total lease liability obligations	$	34,374

Weighted-average remaining lease term	0.58 years

Weighted-average discount rate		6	%

2022	$	15,000
2023		20,000
Total minimum payments		35,000
Less: amount representing interest		(626	)
Total	$	34,374

Biomarker	Company	Type	CLIA status

Lactoferrin	Axim	(quantitative analysis)	moderate complexity

IgE	Axim	(quantitative analysis)	moderate complexity

MMP9	Quidel	(qualitative only)	waived

Osmolarity	TearLab	(quantitative analysis)	waived

Ocular Adenovirus	Quidel	(qualitative only)	waived

	·	AXIM’s strategic focus is on commercializing FDA-cleared Dry Eye Disease (DED) diagnostic system
	·	Plans to address largely underserved DED diagnosis market with patent pending tear collection method and approved tests, supported by world-class DED management team
	·	Supply agreements in place to fulfill demand for DED readers and test strips, creating large revenue opportunity
	·	Company places emphasis on generating positive cash flow through DED program

	·	Low Lactoferrin levels directly correlate to DED caused by aqueous deficiency
	·	The severity of DED can be determined by the Lactoferrin level
	·	Low Lactoferrin levels may represent increased surgical risk or contact lens intolerance
	·	Changes in Lactoferrin levels may show the efficacy of the prescribed treatment

	·	The presence of IgE indicates the diagnosis of allergic conjunctivitis
	·	Levels of IgE increase with the severity of the allergic response
	·	IgE testing can help differentiate allergic conjunctivitis from dry eye syndrome
	·	Allergic conjunctivitis is a contraindication for LASIK and other surgical procedures

	·	Successfully complete our clinical trials to prove the accuracy and ease of use to achieve CLIA waivers.
	·	Generate positive, peer reviewed reviews by eye care professionals as to the performance and ease of use.
	·	Evaluate other next-generation DED treatments that may include oral or topical therapeutics. We have one in our cross-sights and, when ready, plan to commence clinical research with a leading university to prove safety and efficacy. If it works out as expected, we plan to pursue a license or business combination.
	·	Penetrate the ophthalmologist and optometrist marketplace through our partner with our industry-changing DED diagnostic technology.
	·	Identify potential strategic acquisition targets to accelerate our DED diagnostic and therapeutic applications and capabilities expansion.
	·	Grow our DED business to reach a positive cash flow run rate by the end of 2023 and build its profitability beyond.

Category	Issued Patent		Provisional Patent Applications
QSOX-1		1		11
SARS-CoV-2				13
EYE Health				2
EIS Platform				6

	(i)	filing Exchange Act reports;
	(ii)	contractual obligations;
	(iii)	building inventory of our approved devices;
	(iii)	clinical trials; and
	(iv)	continued research and development of our diagnostic tests.

Nine months ended	September 30, 2022			September 30, 2021			$ Change			% Change
Revenues	$	1,314		$	55,651		$	(54,337	)	>	100	%
Gross margin percentage		-			-			-			-
Operating expenses		3,511,721			6,383,145			(2,871,424	)	>	44	%
Loss from continuing operations		(3,510,407	)		(6,327,494	)		(2,817,087	)	>	44	%
Loss from discontinued operations					(4,633	)		4,633			100	%
Other expenses (income)		1,833,492			1,651,007			182,485			11	%
Net loss	$	(5,343,899	)		(7,983,134	) )		(2,639,235	)	>	33	%

Three months ended	September 30 2022			September 30, 2021			$ Change			% Change
Revenues	$	1,314		$	8,127		$	(6,813	)	>	83	%
Gross margin percentage		-			-			-			-
Operating expenses		1,319,234			3,286,583			(1,967,349	)	>	59	%
Loss from continuing operations		(1,317,920	)		(3,278,456	)		(1,960,536	)	>	59	%
Loss from discontinued operations											.	%
Other expenses (income)		716,627			13,221			703,406			5320	%
Net loss	$	(2,034,547	)		(3,291,677	)		(1,257,130	)	>	38	%

	AXIM BIOTECHNOLOGIES, INC.

Dated: November 14, 2022	By:	/s/ John W. Huemoeller II
		John W. Huemoeller II
		President and Director
		Principal Executive Officer

Dated: November 14, 2022	By:	/s/ Robert Malasek
		Robert Malasek
		Principal Financial Officer

	1.	I have reviewed this Quarterly Report on Form 10-Q for AXIM Biotechnologies, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	(1)	the Report, as filed with the Securities and Exchange Commission, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.