Aphton Corporation - 10-Q/A 6-30-2003

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Amendment No. 1 to Form 10-Q amends and restates certain items of the Quarterly Report of Aphton Corporation (the “Company”) on Form 10-Q as previously filed for the three and six months ended June 30, 2003. The restatement of certain items of the Company’s previously filed Form 10-Q for the three and six months ended June 30, 2003 and 2002 is being made in order to (i) correct an application of certain accounting rules relating to our $20 million convertible notes financing in the 2nd quarter of 2003; and (ii) revise related disclosures. Changes related to these items have been made in the following items of the Form 10-Q:


			Page
Part I — Financial Information				3
	Item 1. Financial Statements:			3
		Balance Sheets – June 30, 2003 (unaudited) and December 31, 2002		4
		Statements of Operations (unaudited) — Three and six months ended June 30, 2003 and 2002		5
		Statements of Cash Flows (unaudited) — Six months ended June 30, 2003 and 2002		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations				8
Signatures				13

The interim financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the financial statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position as of June 30, 2003 and December 31, 2002 and the results of our operations for the three and six months ended June 30, 2003 and 2002; and our cash flows for the six months ended June 30, 2003 and 2002. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in our latest annual report on Form 10-K.


Assets				June 30, 2003			December 31, 2002

				(unaudited) Restated
Current Assets:
Cash and current investments:
	Cash and short-term cash investments			$	10,068,687		$	7,824,182
	Investment securities-trading				880,516			749,095

			Total cash and current investments		10,949,203			8,573,277
Other assets (including current portion of unconditional supply commitment)					301,326			374,740

			Total current assets		11,250,529			8,948,017
Equipment and improvements, at cost, net of accumulated depreciation and amortization					197,386			245,063
Unconditional supply commitment					6,797,900			6,797,900

			Total assets	$	18,245,815		$	15,990,980

		Liabilities and Stockholders’ Deficit
Liabilities:
Current liabilities:
	Trade accounts payable			$	3,703,773		$	10,130,944
	Amounts payable to Aventis				3,184,000			3,184,000
	Other				1,135,516			1,001,673

			Total current liabilities		8,023,289			14,316,616
	Convertible debentures, net of discount of $12,723,508 as of June 30, 2003				10,276,492			3,000,000
	Deferred revenue				10,000,000			10,000,000

			Total liabilities		28,299,781			27,316,616

Commitments
Stockholders’ Deficit:
	Preferred stock, $0.001 par value - Authorized: 4,000,000 shares - Issued and outstanding: none				—			—
	Common stock, $0.001 par value - Authorized: 60,000,000 shares Issued and outstanding: 24,701,639 shares at June 30, 2003 and 24,201,639 shares at December 31, 2002				24,702			24,202
	Additional paid in capital				142,950,159			128,956,652
	Purchase warrants				317,650			298,900
	Accumulated deficit				(153,346,477	)		(140,605,390	)

			Total stockholders’ deficit		(10,053,966	)		(11,325,636	)

			Total liabilities and stockholders’ deficit	$	18,245,815		$	15,990,980

APHTON CORPORATION
Statements of Operations (Unaudited)
For the three and six months ended June 30, 2003 and 2002


			Three months ended June 30,						Six months ended June 30,

			2003			2002			2003			2002

			Restated						Restated
Revenue:			$	—		$	—		$	—		$	—

Costs and expenses:
	General and administrative			698,507			564,495			1,278,969			953,927
	Research and development			6,652,299			9,311,658			11,004,533			19,001,905

		Total costs and expenses		7,350,806			9,876,153			12,283,502			19,955,832

		Loss from operations		(7,350,806	)		(9,876,153	)		(12,283,502	)		(19,955,832	)

Other income (expense):
	Dividend and interest income			16,775			49,325			30,485			71,613
	Amortized discount and interest expense			(520,000	)		—			(520,000	)		—
	Unrealized gains (losses) from investments			35,891			(7,870	)		31,930			(37,515	)

		Net loss
Per share data:			$	(7,818,140	)	$	(9,834,698	)	$	(12,741,087	)	$	(19,921,734	)

	Basic and fully diluted loss per common share		$	(0.32	)	$	(0.49	)	$	(0.52	)	$	(1.03	)

	Weighted average number of common shares outstanding			24,701,639			20,101,639			24,618,306			19,420,924

APHTON CORPORATION
Statements of Cash Flows (Unaudited)
For the six months ended June 30, 2003 and 2002


Cash flows from operating activities:					2003			2002

		Cash paid to suppliers and employees			$	(18,759,784	)	$	(21,176,416	)

				Net cash used in operating activities		(18,759,784	)		(21,176,416	)
Cash flows from investing activities:
		Purchase of held to maturity securities				—			(1,311,203	)
		Proceeds from maturity of held to maturity securities				—			2,323,229
		Capital expenditures				—			(16,490	)

			Net cash provided by investing activities			—			995,536

Cash flows from financing activities:
		Sales of securities				1,069,289			27,652,154
		Proceeds from convertible debentures				19,935,000			—

			Net cash received from financing activities			21,004,289			27,652,154

				Net increase in cash and short-term cash investments		2,244,505			7,471,274
Cash and short-term cash investments:
			Beginning of period			7,824,182			3,176,717

			End of period		$	10,068,687		$	10,647,991

Reconciliation of net loss to net cash used in operating activities
Net loss					$	(12,741,087	)	$	(19,921,734	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization					47,677			36,241
	Amortization of discount on convertible debentures					220,000			—
	Unrealized gains from investments					31,930			37,515
	Non-cash employee compensation credit					(31,930	)		(37,515	)
			Changes in -
				Investment securities- trading		(131,421	)		(1,892	)
				Other assets		138,394			133,867
				Unconditional supply commitment		—			250,000
				Current liabilities		(6,293,347	)		(1,672,898	)

Net cash used in operating activities:					$	(18,759,784	)	$	(21,176,416	)

The Company has restated its Consolidated Financial Statements for the three- and six-month periods ended June 30, 2003 to reflect a recalculation of the value of the beneficial conversion feature (BCF) attributable to the Company’s issuance of $20.0 million convertible debentures. The Company previously recorded a discount to the convertible notes, and a corresponding entry to additional paid in capital, in accordance with the Emerging Issues Task Force (EITF) No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios.” The beneficial conversion feature represents the non-detachable conversion feature that is in-the-money at the commitment date and is valued by allocating a portion of the proceeds from the issuance of the convertible debentures equal to the intrinsic value of that feature to additional paid-in-capital. Pursuant to the original calculation, the Company had previously recorded an unamortized discount of $18.1 million as of June 30, 2003 with respect to the two tranches of the convertible debentures the Company. However, it has recently come to the Company’s attention that the amount of the discount assigned to the BCF should have been limited to the amount of the proceeds allocated to the convertible instrument. As a result, the Company is restating the discount associated with the convertible debentures as of June 30, 2003 to reduce it by $5.3 million, which is an offset to the recorded amount of the convertible debentures. There is also a corresponding decrease in “Additional Paid in Capital” of $5.6 million, a decrease in “Accumulated Deficit” of $0.3 million and an increase in “Total Stockholders’ Deficit” of $5.3 million. Further, this restatement resulted in a change to the Company’s interest expense and net loss for the three- and six-month period ended June 30, 2003 to reduce the amounts previously reported by $0.3 million.

Comprehensive Loss
The net loss for the three and six months ended June 30, 2003 and 2002 was the comprehensive loss for those periods. At June 30, 2003, shares of our common stock issuable upon the exercise of approximately 5.1 million warrants and options were excluded from the computation of net loss per share because their effect was anti-dilutive. At June 30, 2002, shares of our common stock issuable upon the exercise of approximately 3.7 million warrants and options were excluded from the computation of net loss per share because their effect was anti-dilutive.

Stock-Based Compensation
On December 31, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure. This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information. We intend to continue to account for stock-based compensation based on the provisions of APB Opinion No. 25.

The following table summarizes our results as if we had recorded stock-based compensation expense for the six months ended June 30, 2003 and June 30, 2002, based on the provisions of SFAS 123, as amended by SFAS 148:


Net loss:	June 30, 2003			June 30, 2002
	Restated
As reported	$	(12,741,087	)	$	(19,921,734	)
Compensation expense, net of tax		(286,252	)		(141,564	)

Pro forma	$	(13,027,339	)	$	(20,063,298	)

Basic loss per share:
As reported	$	(0.52	)	$	(1.03	)
Compensation expense, net of tax		(0.01	)		—

Pro forma	$	(0.53	)	$	(1.03	)

Diluted loss per share:
As reported	$	(0.53	)	$	(1.03	)
Compensation expense, net of tax		(0.01	)		—

Pro forma	$	(0.54	)	$	(1.03	)

Convertible Debentures
As of June 30, 2003 we had outstanding $23.0 million in face value of convertible debentures, up from $3.0 million as of December 31, 2002. There was an initial discount calculated against the value of the notes of $12.9 million, comprised of the beneficial conversion feature of $8.3 million and other discounts of $4.6 million on the notes. The unamortized discount as of June 30, 2003 of $12.7 million is offset against the $23.0 million and is shown as $10.3 million of convertible debentures in the accompanying financial statements. Of this amount, $3.0 million is our Series A Convertible Debenture. Our Series A Convertible Debenture is a convertible, redeemable, five-year note that matures on December 19, 2007. The Series A Convertible Debenture bears interest at a rate of 11.0% per annum, payable annually. The debenture is convertible at the holder’s option at a conversion price equal to the average closing price of our common stock, as defined in the debenture, at the time of conversion. The Series A Convertible Debenture contains provisions that place a cap on the number of shares of our common stock issuable upon its conversion, such that the holder thereof shall not have the right to convert any portion of the Series A Convertible Debenture to the extent that after giving effect to such conversion the holders would beneficially own more than 19.99% of the number of shares of our common stock outstanding immediately prior to such conversion.

The remaining $20.0 million in convertible notes were issued in two tranches to accredited investors during the six months ended June 30, 2003. On April 4, 2003, we issued $15.0 million of convertible, redeemable, 5-year, interest-bearing senior convertible notes (which we refer to as our 2003 senior convertible notes) and 5-year warrants to purchase an aggregate total of 1,080,000 shares of our common stock to various accredited investors. On June 12, 2003 we issued an additional $5 million of our 2003 senior convertible notes and a 5-year warrant to purchase an aggregate total of 360,000 shares of our common stock to an accredited investor. The senior convertible notes mature on March 31, 2008. The senior convertible notes bear interest at a rate of 6.0% per annum, payable quarterly in cash or shares of our common stock, at our option.

The senior convertible notes are convertible at a fixed price of $2.50 per share, unless otherwise adjusted prior to conversion pursuant to the price adjustment provisions set forth therein. The conversion price of the senior convertible notes will be lowered in the event of a sale by us of our common stock or securities convertible into our common stock at a per share offering price less than the conversion price of the senior convertible notes in effect immediately prior to such sale. The warrants are exercisable into shares of our common stock at $2.70 per share, unless otherwise adjusted prior to exercise pursuant to the price adjustment provisions that are substantially similar to those set forth in the senior convertible notes. The senior convertible notes and the warrants contain provisions that place a cap on the numbers of shares of our common stock issuable upon their conversion or exercise, such that the holders thereof shall not have the right to convert any portion of the notes to the extent that after giving effect to such conversion the holders would beneficially own more than 19.99% or 4.99%, as the case may be for the respective holder, of the number of shares of our common stock outstanding immediately prior to such conversion or exercise.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

previously recorded an unamortized discount of $18.1 million as of June 30, 2003 with respect to the two tranches of the convertible debentures the Company. However, it has recently come to the Company’s attention that the amount of the discount assigned to the BCF should have been limited to the amount of the proceeds allocated to the convertible instrument. As a result, the Company is restating the discount associated with the convertible debentures as of June 30, 2003 to reduce it by $5.3 million, which is an offset to the recorded amount of the convertible debentures. There is also a corresponding decrease in “Additional Paid in Capital” of $5.6 million, a decrease in “Accumulated Deficit” of $0.3 million and an increase in “Total Stockholders’ Deficit” of $5.3 million. Further, this restatement resulted in a change to the Company’s interest expense and net loss for the three- and six-month period ended June 30, 2003 to reduce the amounts previously reported by $0.3 million.

General and administrative expenses for the three months ended June 30, 2003 were $698,507 compared to $564,495 for the three months ended June 30, 2002, an increase of 24%. General and administrative expenses for the six months ended June 30, 2003 were $1,278,969 compared to $953,927 for the six months ended June 30, 2002, an increase of 34%. The increase for both periods was primarily due to increased fund raising activities.

Research and development expenses for the three months ended June 30, 2003 were $6,652,299 compared to $9,311,658 for the three months ended June 30, 2002, a decrease of 29%. Research and development expenses for the six months ended June 30, 2003 were $11,004,533 compared to $19,001,905 for the six months ended June 30, 2002, a decrease of 42%. This decrease for both periods is primarily due to the completion of recruitment and final stages of our clinical trials. We do not accumulate cost information by major development product. Many costs are applicable to more than one product. We estimate that 95% of our research and development costs are spent on gastrointestinal and reproductive system cancers. There are no payment or penalty milestones associated with any of the projects, all of which are in Phase II or III clinical trials. We do not speculate on the timing of approvals by regulatory authorities.

Net loss for the three months ended June 30, 2003 was $7,818,140 compared to $9,834,698 for the three months ended June 30, 2002, a decrease of 21%. Net loss for the six months ended June 30, 2003 was $12,741,087 compared to $19,921,734 for the six months ended June 30, 2002, a decrease of 36%. The decrease in net loss is primarily a result of our lower research and development expenses, which was slightly offset by an increase in our amortized discount and interest expense which was $520,000 for the three and six months ended June 30, 2003 as compared to none for the three and six months ended June 30, 2002. The amortized discount and interest expense was incurred in connection with the $20,000,000 senior convertible notes the Company issued this year. During this period we had no revenues.

We finance our operations through the sale of our equity securities, convertible debentures and licensing fees. These funds provide us with the resources to operate our business, attract and retain key personnel and scientific staff, fund our research and development program, preclinical testing and clinical trials, obtain the necessary regulatory approvals and develop our technology and products.

As of June 30, 2003 we had outstanding $23.0 million in face value of convertible debentures, up from $3.0 million as of December 31, 2002. There was an initial discount calculated against the value of the notes of $12.9 million, comprised of the beneficial conversion feature of $8.3 million and other discounts of $4.6 million on the notes. The unamortized discount as of June 30, 2003 of $12.7 million is offset against the $23.0 million and is shown as $10.3 million of convertible debentures in the accompanying financial statements. Of this amount, $3.0 million is our Series A Convertible Debenture. Our Series A Convertible Debenture is a convertible, redeemable, five-year note that matures on December 19, 2007. The Series A Convertible Debenture bears interest at a rate of 11.0% per annum, payable annually. The debenture is convertible at the holder’s option at a conversion price equal to the average closing price of our common stock, as defined in the debenture, at the time of conversion. The Series A Convertible Debenture contains provisions that place a cap on the number of shares of our common stock issuable upon its conversion, such that the holder thereof shall not have the right to convert any portion of the Series A Convertible Debenture to the extent

that after giving effect to such conversion the holder would beneficially own more than 19.99% of the number of shares of our common stock outstanding immediately prior to such conversion.

On February 24, 2003, we issued 500,000 shares of our common stock at $2.96 per share and 150,000 warrants at $0.125 per warrant for gross proceeds of approximately $1.5 million. Each warrant entitles the holder thereof to purchase a share of our common stock at a price of $2.96 per share within the next five years.

Cash flow used in operating activities decreased to $18.8 million for the six months ended June 30, 2003 from $21.2 million for the six months ended June 30, 2002, primarily due to the decrease in our net loss for the period. Cash flow from investing activities decreased to $0 for the six months ended June 30, 2003 from $1.0 million for the six months ended June 30, 2002. Cash flow from financing activities decreased to $21.0 million for the six months ended June 30, 2003 compared to $27.7 million for the six months ended June 30, 2002. During the six months ended June 30, 2003, we received gross proceeds of approximately $20 million from the sale of the senior convertible notes, discussed above.

We believe that our existing capital resources, which consist primarily of cash and short-term cash investments, including the proceeds from the financing activities described in the preceding paragraphs, will enable us to maintain a range of operations and satisfy our periodic interest obligations into the first quarter of 2004.

Inflation and changing prices have not had a significant effect on continuing operations and are not expected to have any material effect in the foreseeable future. Interest and other income were primarily derived from money-market accounts.

In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a freestanding financial instrument that is within its scope as a liability (or an asset in some circumstances). The adoption of SFAS 150 is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

On January 1, 2003, the Financial Accounting Standards Board issued Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 addresses consolidation of business enterprises of variable interest entities. FIN 46 is effective immediately for all variable interest entities created after January 31, 2003 and for the first fiscal year or interim period beginning after June 15, 2003 for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company has not acquired any variable interest entities subsequent to January 31, 2003 and will therefore adopt FIN 46 for its quarterly report for the period ending September 30, 2003. The Company is currently performing a comprehensive analysis of the impact of FIN 46, if any, on the Company’s financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for fiscal years and interim periods ending after December 15, 2002. SFAS No. 148 does not amend SFAS 123 to require companies to account for employee stock options using the fair value method. We adopted the disclosure provisions required under SFAS No. 148 effective December 31, 2002.

Our significant accounting policies are described in Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 31, 2003. We believe that our most critical accounting policies include the use of estimates. The impact of these estimates on results of operations in 2003 and 2002 are not significant. Our management periodically reviews these policies and estimates, the effect of which is reflected as a component of net loss in the period in which the change is known. Such changes to these estimates have not been material to our results of operations during the three and six months ended June 30, 2003.

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing “forward-looking statements” may be found in the material set forth in the section entitled, “Management’s Discussion and Analysis “ as well as in the quarterly report generally.

These statements concern expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

•

our expectations as to the adequacy of existing capital resources to maintain a range of operations and satisfy our periodic interest obligations through the first quarter of 2004;

•

our intention to expand our current strategic partnership alliances with respect to G17DT to treat human cancers in markets worldwide outside of North America and Europe, monoclonal antibody products to target gastrointestinal system cancers, worldwide and G17DT for non-cancer therapy, to treat gastroesophageal reflux disease (GERD) worldwide;

•

our beliefs regarding our transition to a company with approved commercial products and the expectation that this will lead to higher values for our stockholders; and

•

our beliefs regarding the financial impact of certain accounting pronouncements.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

•

our ability to obtain additional financing or reduce our costs and expenses;

•

our ability to develop, obtain regulatory approval for produce in commercial quantities and gain commercial acceptance for our products;

•

our ability to maintain our arrangements and collaborations with third parties for the supply of key materials and assistance in the manufacture, market, sale and distribution of any product we develop;

•

our level of debt obligations and the impact of restrictions imposed on us by the terms of this debt;

•

our ability to attract and retain highly qualified scientists and other technical personnel; and

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.


		APHTON CORPORATION



Date: February 25, 2004	By:	/s/ Patrick T. Mooney, M.D. Patrick T. Mooney, M.D. Chief Executive Officer and President (Principal Executive Officer)



	By:	/s/ Frederick W. Jacobs Frederick W. Jacobs Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer (Principal Financial Officer)


Exhibit Number		Description

31.1		Certification by Patrick T. Mooney, M.D., Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by Frederick W. Jacobs, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Patrick T. Mooney, M.D., Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Frederick W. Jacobs, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14 EX-31.1 3 g87411qaexv31w1.htm SECTION 302- CERTIFICATION CEO Section 302- Certification CEO

I, Patrick T. Mooney, M.D., Chief Executive Officer and President, certify that:


1.		I have reviewed this quarterly report on Form 10-Q/A of Aphton Corporation;

2.		Based on my knowledge, this quarterly 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 quarterly report; and
3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

EX-31.2 4 g87411qaexv31w2.htm SECTION 302- CERTIFICATION CFO Section 302- Certification CFO

I, Frederick W. Jacobs, Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer, certify that:


1.		I have reviewed this quarterly report on Form 10-Q/A of Aphton Corporation;

2.		Based on my knowledge, this quarterly 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 quarterly report; and

3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.

EX-32.1 5 g87411qaexv32w1.htm SECTION 906- CERTIFICATION CEO Section 906- Certification CEO

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Aphton Corporation (the “Company”) for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick T. Mooney, M.D., Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

EX-32.2 6 g87411qaexv32w2.htm SECTION 906- CERTIFICATION CFO Section 906- Certification CFO

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Aphton Corporation (the “Company”) for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick W. Jacobs, Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2003

		or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to


Delaware		95-3640931

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

80 SW Eighth Street, Miami, Florida		33130

(address of principal executive offices)		(Zip Code)


Class	Number of Shares outstanding	As of
Common Stock, $0.001 par value	29,514,463	February 24, 2004

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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Table of Contents

Table of Contents


Part I — Financial Information
	Item 1. Financial Statements
		Balance Sheets
		Statements of Operations (Unaudited)
		Statements of Cash Flows (Unaudited)
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Signatures
Section 302- Certification CEO
Section 302- Certification CFO
Section 906- Certification CEO
Section 906- Certification CFO


Date: February 25, 2004

	Signature:	/s/ Patrick T. Mooney, M.D. Patrick T. Mooney, M.D. Chief Executive Officer and President (Principal Executive Officer)


Item 1.		Financial Statements