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 December 31, 2005
[
] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For
the Transition Period from _________ to _________
Commission
file number: 0-32835
GAMMACAN
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
33-0956433
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
11
Ben Gurion Street
54100
Givat Shmuel, Israel
(Address
of principal executive offices)
972
3 5774475
(Registrant's
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
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
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
o
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required
to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after
the distribution of securities under a plan confirmed by a court. Yes
o No
o
APPLICABLE
ONLY TO CORPORATE ISSUERS:
State
the
number of shares outstanding of each of the registrant's classes of common
equity, as of the latest practicable date: 28,453,732 shares issued and
outstanding as of February 2, 2006.
GAMMACAN
INTERNATIONAL, INC.
FORM
10-QSB
TABLE
OF CONTENTS
|
|
|
|
|
|
Page
No.
|
|
PART
I
|
|
|
|
Item 1.
Financial Statements
|
|
|
1
|
|
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operation
|
|
|
11
|
|
Item 3.
Controls And Procedures
|
|
|
16
|
|
PART
II
|
|
|
|
|
Item 1.
Legal Proceedings
|
|
|
17
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
|
17
|
|
Item 3.
Defaults Upon Senior Securities
|
|
|
17
|
|
Item 4.
Submission of Matters to a Vote of Security Holders
|
|
|
17
|
|
Item 5.
Other Information
|
|
|
17
|
|
Item 6.
Exhibits
|
|
|
18
|
|
This
Form
10-QSB includes a number of forward-looking statements that reflect management's
current views with respect to future events and financial performance. Those
statements include statements regarding the intent, belief or current
expectations of Gammacan and members of its management team as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures
made
in this report and in our other reports filed with the Securities and Exchange
Commission. Important factors currently known to Management could cause actual
results to differ materially from those in forward-looking statements. We
undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
in the future operating results over time. Gammacan believes that its
assumptions are based upon reasonable data derived from and known about its
business and operations and the business and operations of Gammacan. No
assurances are made that actual results of operations or the results of
GammaCan's future activities will not differ materially from its
assumptions.
ITEM
1. - FINANCIAL STATEMENTS
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
INTERIM
FINANCIAL STATEMENTS
AS
OF
DECEMBER 31, 2005
TABLE
OF
CONTENTS
|
|
Page
|
|
|
|
|
|
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
|
Balance
sheets
|
|
|
2
|
|
Statements
of operations
|
|
|
3
|
|
Statements
of changes in stockholders’ equity
|
|
|
4
|
|
Statements
of cash flows
|
|
|
5
|
|
Notes
to financial statements
|
|
|
6-10
|
|
(A
Development Stage Company)
CONDENSED
CONSOLIDATED BALANCE SHEETS
(US
$,
except share data)
|
|
December
31,
|
|
September
30,
|
|
|
|
2005
|
|
2005
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
A
s s e t s
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,991,211
|
|
$
|
713,342
|
|
Prepaid
expenses
|
|
|
52,661
|
|
|
11,619
|
|
Other
|
|
|
25,858
|
|
|
22,029
|
|
T
o
t a l current assets
|
|
|
2,069,730
|
|
|
746,990
|
|
|
|
|
|
|
|
|
|
FUNDS
IN RESPECT OF EMPLOYEE RIGHTS UPON RETIREMENT
|
|
|
6,884
|
|
|
7,528
|
|
PROPERTY
AND EQUIPMENT, NET
|
|
|
9,810
|
|
|
10,269
|
|
T
o
t a l assets
|
|
$
|
2,086,424
|
|
$
|
764,787
|
|
|
|
|
|
|
|
|
|
Liabilities
and stockholders' equity
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
307,010
|
|
$
|
159,379
|
|
Payroll
and related accruals
|
|
|
40,094
|
|
|
14,655
|
|
T
o
t a l current liabilities
|
|
|
347,104
|
|
|
174,034
|
|
|
|
|
|
|
|
|
|
LIABILITY
FOR EMPLOYEE RIGHTS UPON RETIREMENT
|
|
|
11,016
|
|
|
13,725
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY:
|
|
|
|
|
|
|
|
Preferred
stock, $ 0.0001 par value (20,000,000 shares
|
|
|
|
|
|
|
|
authorized;
none issued and outstanding)
|
|
|
|
|
|
|
|
Common
stock, $ 0.0001 par value (100,000,000 authorized shares
|
|
|
|
|
|
|
|
;
28,453,732 and 26,231,510 shares issued and
|
|
|
|
|
|
|
|
outstanding
as of December 31, 2005 and September 30, 2005,
respectively)
|
|
|
2,845
|
|
|
2,622
|
|
Additional
paid-in capital
|
|
|
2,945,198
|
|
|
1,767,601
|
|
Warrants
|
|
|
925,793
|
|
|
519,423
|
|
Deficit
accumulated during the development stage
|
|
|
(2,145,532
|
)
|
|
(1,712,618
|
)
|
T
o
t a l stockholders' equity
|
|
|
1,728,304
|
|
|
577,028
|
|
T
o
t a l liabilities and stockholders’ equity
|
|
$
|
2,086,424
|
|
$
|
764,787
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(US
$,
except share data)
|
|
|
|
|
|
Period
from
|
|
|
|
|
|
|
|
October
6,
|
|
|
|
Three
months ended
|
|
1998*
to
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
RESEARCH
AND DEVELOPMENT COSTS
|
|
$
|
225,161
|
|
$
|
51,366
|
|
$
|
938,081
|
|
GENERAL
AND ADMINISTRATIVE
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
212,775
|
|
|
192,510
|
|
|
1,238,416
|
|
FINANCIAL
INCOME
|
|
|
(8,058
|
)
|
|
(2,013
|
)
|
|
(28,761
|
)
|
FINANCIAL
EXPENSES
|
|
|
3,036
|
|
|
871
|
|
|
10,171
|
|
|
|
|
432,914
|
|
|
242,734
|
|
|
2,157,907
|
|
MINORITY
INTERESTS IN LOSSES OF A SUBSIDIARY
|
|
|
-
|
|
|
-
|
|
|
(12,375
|
)
|
NET
LOSS FOR THE PERIOD
|
|
$
|
(432,914
|
)
|
$
|
(242,734
|
)
|
$
|
(2,145,532
|
)
|
BASIC
AND DILUTED LOSS PER 1000
|
|
|
|
|
|
|
|
|
|
|
COMMON
SHARES
|
|
$
|
(16.13
|
)
|
$
|
(9.44
|
)
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
SHARES
USED IN COMPUTING BASIC AND
|
|
|
|
|
|
|
|
|
|
|
DILUTED
LOSS PER COMMON SHARE
|
|
|
26,847,065
|
|
|
25,710,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Incorporation date, see note 1a.
The
accompanying notes are an integral part of the financial
statements.
GAMMACAN
INTERNATIONAL INC. AND SUBSIDIARY
(A
Development Stage Company)
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(US
$,
except share data)
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accumulated
|
|
|
|
|
|
|
|
Common
|
|
|
|
Additional
|
|
during
|
|
|
|
|
|
Common
|
|
Stock
|
|
|
|
paid-in
|
|
development
|
|
|
|
|
|
Stock
|
|
Amount
|
|
Warrants
|
|
capital
|
|
stage
|
|
Total
|
|
Beginning
balance
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Stock
issued for cash on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October
6, 1998
|
|
|
1,650,000
|
|
|
165
|
|
|
|
|
|
(155
|
)
|
|
|
|
|
10
|
|
Stock
issued for cash on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October
9, 1998
|
|
|
2,722,500
|
|
|
272
|
|
|
|
|
|
(107
|
)
|
|
|
|
|
165
|
|
Stock
issued for cash on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October
10, 1998
|
|
|
198,000
|
|
|
20
|
|
|
|
|
|
100
|
|
|
|
|
|
120
|
|
Stock
issued for services on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
1, 1998
|
|
|
9,900,000
|
|
|
990
|
|
|
|
|
|
2,010
|
|
|
|
|
|
3,000
|
|
Stock
issued for cash on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April
7, 1999
|
|
|
561,000
|
|
|
56
|
|
|
|
|
|
284
|
|
|
|
|
|
340
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,444
|
)
|
|
(3,444
|
)
|
Balance
at September 30, 1999
|
|
|
15,031,500
|
|
|
1,503
|
|
|
|
|
|
2,132
|
|
|
(3,444
|
)
|
|
191
|
|
Stock
issued for cash on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2000
|
|
|
41,250,000
|
|
|
4,125
|
|
|
|
|
|
875
|
|
|
|
|
|
5,000
|
|
Balance
at September 30, 2000
|
|
|
56,281,500
|
|
|
5,628
|
|
|
|
|
|
3,007
|
|
|
(3,444
|
)
|
|
5,191
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,108
|
)
|
|
(3,108
|
)
|
Balance
at September 30, 2001
|
|
|
56,281,500
|
|
|
5,628
|
|
|
|
|
|
3,007
|
|
|
(6,552
|
)
|
|
2,083
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,231
|
)
|
|
(4,231
|
)
|
Balance
at September 30, 2002
|
|
|
56,281,500
|
|
|
5,628
|
|
|
|
|
|
3,007
|
|
|
(10,783
|
)
|
|
(2,148
|
)
|
Contributed
capital
|
|
|
|
|
|
|
|
|
|
|
|
7,025
|
|
|
|
|
|
7,025
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,857
|
)
|
|
(4,857
|
)
|
Balance
at September 30, 2003
|
|
|
56,281,500
|
|
|
5,628
|
|
|
|
|
|
10,032
|
|
|
(15,640
|
)
|
|
20
|
|
Cancellation
of shares at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June
8, 2004
|
|
|
(32,284,988
|
)
|
|
(3,228
|
)
|
|
|
|
|
3,228
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
|
|
|
|
|
|
|
|
|
62,600
|
|
|
|
|
|
62,600
|
|
Common
stock and warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued
for cash on August 13,
|
|
|
1,224,998
|
|
|
122
|
|
|
139,494
|
|
|
779,134
|
|
|
|
|
|
918,750
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on issuance of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
on August 17, 2004 to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
third
party
|
|
|
|
|
|
|
|
|
|
|
|
86,625
|
|
|
|
|
|
86,625
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(498,446
|
)
|
|
(498,446
|
)
|
Balance
at September 30, 2004
|
|
|
25,221,510
|
|
|
2,522
|
|
|
139,494
|
|
|
941,619
|
|
|
(514,086
|
)
|
|
569,549
|
|
Common
stock and warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued
for cash on November 11,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
978,000
|
|
|
97
|
|
|
367,892
|
|
|
766,630
|
|
|
|
|
|
1,134,619
|
|
Common
stock and warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued
for cash on January 25,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
32,000
|
|
|
3
|
|
|
12,037
|
|
|
24,760
|
|
|
|
|
|
36,800
|
|
Issuance
of warrants to Consultants'
|
|
|
|
|
|
|
|
|
|
|
|
34,592
|
|
|
|
|
|
34,592
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,198,532
|
)
|
|
(1,198,532
|
)
|
Balance
at September 30, 2005
|
|
|
26,231,510
|
|
$
|
2,622
|
|
$
|
519,423
|
|
$
|
1,767,601
|
|
$
|
(1,712,618
|
)
|
$
|
577,028
|
|
Common
stock and warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued
for cash on October 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
666,666
|
|
|
67
|
|
|
82,784
|
|
|
367,149
|
|
|
|
|
|
450,000
|
|
Common
stock and warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issued
for cash on December 20,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
1,555,556
|
|
|
156
|
|
|
323,586
|
|
|
776,258
|
|
|
|
|
|
1,100,000
|
|
Benefit
component in employees and consultants stock option plan
|
|
|
|
|
|
|
|
|
|
|
|
34,190
|
|
|
|
|
|
34,190
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(432,914
|
)
|
|
(432,914
|
)
|
Balance
at December 31, 2005 (unaudited)
|
|
|
28,453,732
|
|
$
|
2,845
|
|
$
|
925,793
|
|
$
|
2,945,198
|
|
$
|
(2,145,532
|
)
|
$
|
1,728,304
|
|
The
accompanying notes are an integral part of the financial
statements.
GAMMACAN
INTERNATIONAL INC. AND SUBSIDIARY
(A
Development Stage Company)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(US
$)
|
|
|
|
|
|
Period
from
|
|
|
|
|
|
|
|
October
6,
|
|
|
|
Three
months ended
|
|
1998*
to
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
2005
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(432,914
|
)
|
$
|
(242,734
|
)
|
$
|
(2,145,532
|
)
|
Adjustments
required to reconcile net loss to net cash used
|
|
|
|
|
|
|
|
|
|
|
in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
Income
and expenses not involving cash flows:
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
843
|
|
|
285
|
|
|
3,436
|
|
Common
stock issued for services
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
Minority
interests in losses of a subsidiary
|
|
|
-
|
|
|
-
|
|
|
(12,375
|
)
|
Write
off of in process research and development
|
|
|
-
|
|
|
-
|
|
|
100,000
|
|
Benefit
component in employees and consultants stock option plan
|
|
|
34,190
|
|
|
-
|
|
|
131,382
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase
in prepaid expenses
|
|
|
(41,042
|
)
|
|
(41,632
|
)
|
|
(52,661
|
)
|
Increase
in other current assets
|
|
|
(3,829
|
)
|
|
(8,089
|
)
|
|
(25,858
|
)
|
Increase
(decrease) in current liabilities
|
|
|
173,070
|
|
|
(11,540
|
)
|
|
346,104
|
|
Increase
(decrease) in liability for employee rights upon
retirement
|
|
|
(2,709
|
)
|
|
-
|
|
|
11,016
|
|
Net
cash used in operating activities
|
|
|
(272,391
|
)
|
|
(303,710
|
)
|
|
(1,641,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES -
|
|
|
|
|
|
|
|
|
|
|
funds
in respect of employee rights upon retirement
|
|
|
644
|
|
|
|
|
|
(12,218
|
)
|
Purchase
of property and equipment
|
|
|
(384
|
)
|
|
(7,512
|
)
|
|
(7,912
|
)
|
Net
cash provided by (used) in investment activities
|
|
|
260
|
|
|
(7,512
|
)
|
|
(20,130
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Contribution
to additional paid in capital
|
|
|
|
|
|
|
|
|
12,319
|
|
Issuance
of common stock and warrants
|
|
|
1,550,000
|
|
|
1,134,619
|
|
|
3,640,510
|
|
Net
cash provided by financing activities
|
|
|
1,550,000
|
|
|
1,134,619
|
|
|
3,652,829
|
|
INCREASE
IN CASH AND CASH EQUIVALENTS
|
|
|
1,277,869
|
|
|
823,397
|
|
|
1,991,211
|
|
BALANCE
OF CASH AND CASH EQUIVALENTS AT
|
|
|
|
|
|
|
|
|
|
|
BEGINNING
OF PERIOD
|
|
|
713,342
|
|
|
705,868
|
|
|
|
|
BALANCE
OF CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
AT
END OF PERIOD
|
|
$
|
1,991,211
|
|
$
|
1,529,265
|
|
$
|
1,991,211
|
|
*
Incorporation date, see note 1a.
The
accompanying notes are an integral part of the financial
statements.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES:
a. General:
GammaCan
International Inc. (A Development Stage Company; "the Company") was incorporated
on October 6, 1998, under the laws of the State of Delaware, under the name
of
San Jose International, Inc. The Company has no significant revenues and no
material operations and in accordance with Statement of financial Accounting
Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage
enterprises”, the Company is considered a development stage
company.
On
August
19, 2004, the name of the company was changed from "San Jose International,
Inc." into "GammaCan International, Inc.".
At
this
point in the development stage, the company's focus is to demonstrate efficacy
of IVIg cancer immunotherapy in human clinical trials. In July 2005, the company
commenced Phase 2 clinical trials in humans to demonstrate clinical efficacy
of
IVIg immunotherapy in three major cancers: colon, prostate and melanoma. These
Phase 2 clinical trials are being conducted at three medical centers in Israel
and preliminary results are anticipated during the first half of 2006. The
Phase
2 clinical trial is due to be completed by October 2006.
The
financial statements have been prepared assuming the Company will continue
as a
going concern. See note 2.
b. Accounting
principles
The
accompanying unaudited financial statements of the Company and the subsidiary
GammaCan Ltd. ("the Subsidiary") have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB and Item 310
of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
In
the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended December 31, 2005, are not necessarily
indicative of the results that may be expected for the year ended September
30,
2006. For further information, refer to the financial statements and footnotes
thereto included in the consolidated annual report on Form 10-KSB for the year
ended September 30, 2005.
c. Use
of estimates in the preparation of financial statements
The
preparation of the financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities and disclosure of contingent assets and liabilities
at
the financial statement date and the reported expenses during the reporting
periods. Actual results could differ from those estimates.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (continued):
d. Principles
of consolidation
The
consolidated financial statements include the accounts of the Company and its
subsidiary GammaCan Ltd. All material intercompany transactions and balances
have been eliminated in consolidation.
e. Cash
equivalents
The
company considers all short term, highly liquid investments, which include
short-term deposits with original maturities of three months or less from the
date of purchase that are not restricted as to withdrawal or use and are readily
convertible to known amounts of cash, to be cash equivalents.
f. Loss
per share
Basic
and
diluted net losses per common share are presented in accordance with FAS No.
128
“Earning per share” (“FAS128”), for all periods presented. Outstanding stock
options and warrants have been excluded from the calculation of the diluted
loss
per share because all such securities are anti-dilutive for all periods
presented. The total number of common stocks options and warrants excluded
from
the calculations of diluted net loss was 3,967,775 for the three months ended
December 31, 2005 (3,652,998 for the three months ended December 31,
2004).
g. Stock
based compensation
The
Company accounts for employee stock based compensation in accordance with
Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to
Employees” (“APB 25”) and related interpretations. In accordance with FAS 123 -
“Accounting for Stock-Based Compensation” (“FAS 123”), the Company discloses pro
forma data assuming the Company had accounted for employee stock option grants
using the fair value-based method defined in FAS 123.
As
to
services from consultants, the Company applies EITF 96-18 “Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services”.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (continued):
The
following table illustrates the pro - forma effect on net loss and loss per
common share assuming the Company had applied the fair value recognition
provisions of FAS 123 to its stock-based employee compensation:
|
|
Three
months ended December 31,
|
|
|
|
2005
|
|
2004
|
|
Net
loss as reported
|
|
$
|
(432,914
|
)
|
$
|
(242,734
|
)
|
Add:
pro forma stock based employee compensation
|
|
|
|
|
|
|
|
expense
determined under fair value
|
|
|
|
|
|
|
|
method
for all awards, net of related tax effects
|
|
|
(58,361
|
)
|
|
(231,504
|
)
|
Recognize
the reversal of the pro forma stock based employee compensation
expense
|
|
|
|
|
|
|
|
determined
under fair value method due to forfeiture
|
|
|
|
|
|
|
|
of
awards granted to employees
|
|
|
79,676
|
|
|
-
|
|
Pro
forma net loss
|
|
$
|
(411,599
|
)
|
$
|
(474,238
|
)
|
Net
loss per 1000 common shares:
|
|
|
|
|
|
|
|
Basic
and diluted loss per 1000 shares - as reported
|
|
$
|
(16.13
|
)
|
$
|
(9.44
|
)
|
Basic
and diluted loss per 1000 shares - pro forma
|
|
$
|
(15.33
|
)
|
$
|
(18.45
|
)
|
h. Reclassifications
Certain
figures in respect of prior years have been reclassified to conform to the
current year presentation.
NOTE
2 - GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has net losses for the period
from
inception (October 6, 1998) through December 31, 2005 of $2,145,532. The
Company's continuation as a going concern is dependent on its ability to meet
its obligations, to obtain additional financing as may be required and
ultimately to attain profitability. These financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
NOTE
3 - STOCK TRANSACTIONS:
|
a. |
On
October 31, 2005, the company entered into subscription agreement
for the
sale of 666,666 units at a purchase price of $0.75 per unit for
a total
consideration of $500,000. Each unit comprising one share of
the Company's
common stock and one common share purchase warrant exercisable
for three
years. Every 2 warrants can be exercisable to one Share at a
price of
$1.00 per Share.
|
In
connection with the subscription agreement the company paid $50,000 cash fee
to
a third party which assisted in securing the agreement, as well as issued 66,666
units, each comprising of one common share purchase warrant exercisable for
three years. Every warrant can be exercisable to one Share at a price of $1.50
per Share.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE
3 - STOCK TRANSACTIONS (continued):
The
value
allocated to all warrants estimated by using the Black Scholes option-pricing
model is $82,784. The value was based on the following assumptions: dividend
yield of 0%; expected volatility of 80%; risk-free interest rates of 4.4%;
and
expected lives of 3 years.
|
b.
|
On
October 6, 2005, 350,000 options were granted under the Stock Option
Plan.
The exercise price has been determined at $0.93 per share which was
equivalent to 90% of the traded market price on the date of grant.
|
The
options may be exercised after vesting and only in accordance with the
following:
|
1. |
30,000
options - On the first anniversary commencing the grant
date.
|
|
2. |
320,000
options - On the last day of each of the 36 months following
the first
anniversary of the grant date, the options shall vest in equal
monthly
installments
|
The
fair
value of the above options on the date of grant estimated by using Black Scholes
option-pricing model is $283,262. The value was based on the following
assumptions: dividend yield of 0%; expected volatility of 80%; risk-free
interest rates of 4.5%; and expected lives of 7.59 years.
|
c.
|
On
October 20, 2005, 30,000 options were granted under the Stock Option
Plan.
The exercise price has been determined at $1.35 per share which was
equivalent to the traded market price on the date of
grant
|
The
options may be exercised after vesting and only in accordance with the
following:
|
1. |
25%
of the options - On the first anniversary commencing the grant
date
|
|
2.
|
75%
of the options - On the last day of each of the 36 months following
the
first anniversary of the grant date, the options shall vest in
equal
monthly installments
|
The
fair
value of the above options on the date of grant estimated by using Black Scholes
option-pricing model is $32,637. The
value
was based on the following assumptions: dividend yield of 0%; expected
volatility of 85%; risk-free interest rates of 4.5%; and expected lives of
7.85
years.
|
d.
|
On
December 20, 2005, the company entered into subscription agreement
for the
sale of 1,333,334 units at a purchase price of $0.75 per unit for
a total
consideration of $1,000,000. Each unit comprising one share of the
Company's common stock and one common share purchase warrant exercisable
for three years. Every warrant can be exercisable to one Share at
a price
of $1.20 per Share.
|
In
connection with the subscription agreement the company paid $100,000 cash fee
to
third parties who assisted in securing the agreement, as well as issued 133,332
units, each comprising of one common share purchase warrant exercisable for
three years. 66,666 warrants can be exercisable to 66,666 Share at a price
of
$1.25 per Share, and 66,666 warrants can be exercisable to 66,666 Share at
a
price of $1.50 per Share.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE
3 - STOCK TRANSACTIONS (continued):
The
value
allocated to all warrants estimated by using the Black Scholes option-pricing
model is $294,443. The value was based on the following assumptions: dividend
yield of 0%; expected volatility of 81%; risk-free interest rates of 4.4%;
and
expected lives of 3 years.
|
e.
|
On
December 20, 2005, the company entered into subscription agreement
for the
sale of 222,222 units at a purchase price of $0.90 per unit for a
total
consideration of $200,000. Each unit comprising one share of the
Company's
common stock and one common share purchase warrant exercisable for
three
years. Every 2 warrants can be exercisable to one Share at a price
of
$1.15 per Share.
|
The
value
allocated to all warrants estimated by using the Black Scholes option-pricing
model is $29,143. The value was based on the following assumptions: dividend
yield of 0%; expected volatility of 81%; risk-free interest rates of 4.4%;
and
expected lives of 3 years.
|
f.
|
On
December 21, 2005, 250,000 options were granted under the Stock Option
Plan. The exercise price has been determined at $1.34 per share which
was
equivalent to the traded market price on the date of grant. As to
the
exercise terms of the options - see note
3c.
|
The
fair
Value of the above mentioned options on the date of the grant estimated by
using
the Black Scholes option-pricing model is $269,449. The value was based on
the
following assumptions: dividend yield of 0%; expected volatility of 85%;
risk-free interest rates of 4.5%; and expected lives of 7.85 years.
NOTE
4 - SUBSEQUENT EVENTS
On
January 12, 2006, 50,000 options were granted under the Stock Option Plan.
The
exercise price has been determined at $1.10 per share which was equivalent
to
the traded market price on the date of grant. As to the exercise terms of the
options - see note 3c.
The
fair
Value of the above mentioned options on the date of the grant estimated by
using
the Black Scholes option-pricing model is $44,165. The value was based on the
following assumptions: dividend yield of 0%; expected volatility of 85%;
risk-free interest rates of 4.5%; and expected lives of 7.85 years.
GAMMACAN
INTERNATIONAL INC.
(A
Development Stage Company)
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
As
used
in this current report, the terms "we", "us", "our", and "Gammacan" mean
Gammacan International, Inc. and our subsidiary, Gammacan, Ltd., unless
otherwise indicated.
All
dollar amounts refer to US dollars unless otherwise indicated.
We
currently have no revenue from operations, we are in a start-up phase with
our
existing assets and we have no significant assets, tangible or intangible.
There
can be no assurance that we will generate revenues in the future, or that we
will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.
Our
initial focus over the next several years is to demonstrate efficacy of IVIG
cancer immunotherapy in human clinical trials. Efficacy is the ability of a
drug
or other treatment to produce the desired result when taken by its intended
users. If ultimately proven to be successful, and there can be no assurance
that
it will be, we could be well-positioned to enter a licensing agreement with
a
major pharmaceutical partner for commercial market development and sales.
Since
July 2005, we have been conducting a Phase 2 clinical trial in humans to
demonstrate clinical efficacy of IVIG immunotherapy in three major cancers:
colon, prostate and melanoma. To date, 28 patients have been enrolled, out
of
which 24 have actually received the IVIG treatment. This phase 2 clinical trial
is being conducted at three medical centers in Israel and preliminary results
will likely be available during the first half of 2006. The trial is due to
be
completed by October 2006, but we will probably continue to monitor patients
for
a number of years after the trial in order to collect additional evidence of
efficacy and potential benefits or adverse effects of the IVIG
treatment.
If
successful or promising, and at this preliminary stage there is no assurance
they will be, results of these clinical trials will be used to enter into
discussions with a major pharmaceutical partner and plasma based product
manufacturers to work with us to potentially commercialize the IVIG products.
This commercialization will include pivotal, Phase 3 clinical trials in
accordance with regulatory requirements. Such trials may be long-term trials
and
may require substantial financial resources that we do not presently possess.
We
expect
that it will take a number of years to receive final approval and registration
of an IVIg preparation for use as an anti-cancer reagent. However, the company's
strategy is to collaborate with a suitable IVIg manufacturer and license them
the rights to use IVIg as an anti-cancer agent, wherefore the company's expected
revenue stream is not entirely dependent upon the registration of the IVIg
products.
We
are
also contemplating to conduct additional clinical trials to test new
formulations of IVIG and to test IVIG immunotherapies for different cancers
at
different stages of disease progression with varying dosages and routes of
administration. Our goal is to partner with a pharmaceutical company to conduct
these further Phase 2 and Phase 3 trials, in order to attain broad-based
regulatory approval.
Long
Term Business Strategy
As
noted
previously, if IVIG shows significant promise thorough clinical trials, we
plan
to ultimately seek a strategic commercial partner, or partners, with extensive
experience in commercialization and marketing of cancer drugs and or therapeutic
proteins. It is envisaged that the partner, or partners, would be responsible
for ensuring regulatory approvals and registrations in a timely manner and
for
the penetration of the IVIG immunotherapies to the market. This planned
strategic partnership, or partnerships, could provide a marketing and sales
infrastructure for our products as well as financial and operational support
for
global trials and other FDA requirements concerning future clinical development.
Our future strategic partner, or partners, could also provide capital and
expertise that would enable the partnership to develop new formulations of
IVIG
cancer immunotherapy suitable for patients at different stages of disease
progression as well as IVIg derivatives.
Other
Research and Development Plans
In
addition to conducting early-stage clinical trials, we plan to conduct research
to develop alternative delivery systems, to determine the optimal dosage for
different patient groups and to investigate alternative sources of
immunoglobulin other than human plasma. We plan to conduct research to isolate
the fraction of IVIG, which is responsible for its anti-metastatic effects
and
to develop a potential synthetic version of IVIG. These formulations will be
suitable for:
|
·
|
Low-dose,
preventative therapy for disease-free, high-risk individuals,
|
|
·
|
Strong
dose for use in conjunction with surgery and other cancer treatments,
and
|
|
·
|
Maintenance
dose for use to prevent recurrence of cancer
growth.
|
Our
plan
is to patent any successful inventions resulting from our further research
activities.
Other
Strategic Plans
We
are
considering in-licensing and other means of obtaining additional lead molecules
for our product portfolio. The aim of this is to create a well-balanced product
portfolio including lead molecules in different stages of development and
addressing different medical needs.
Critical
accounting policies and estimates
Management's
discussion and analysis of the financial condition and results of operations
is
based upon the consolidated financial statements, which have been prepared
in
accordance with accounting principals generally accepted in the United States
of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and
liabilities, expenses and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates and judgments.
We
base our estimates on various factors, including historical experience that
we
believe to be reasonable under the circumstances, the results of which form
the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other resources. Actual results may differ
from these estimates under different assumptions or conditions.
We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements.
Going
concern assumption
The
financial statements have been prepared assuming the Company will continue
as a
going concern. Through December 31, 2005, the Company has incurred losses in
an
aggregate amount of $2,145,532. Such losses have resulted from the Company’s
activities as a development stage company. We estimate that the cash reserves
available on December 31, 2005 will be sufficient to cover the planned expenses
through September 30, 2006. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability.
Valuation
of options and warrants
We
granted options to purchase common shares of our company to employees and
consultants as well as issue warrants in connection with fund raising. The
fair
value of the options and warrants is estimated by using the Black Scholes
option-pricing model, and is based on certain assumptions regarding the expected
dividends, expected volatility, expected life of the options and warrant and
the
risk free interest rate.
Results
of Operations
Three
months ended December 31, 2005 and 2004
The
following table summarizes certain statement of operations data for the company
for the three months period ended December 31, 2005 and 2004 (in
US$):
|
|
Three
months ended December 30,
|
|
|
|
2005
|
|
2004
|
|
Research
and development costs
|
|
$
|
225,161
|
|
$
|
51,366
|
|
General
and administrative expenses
|
|
|
212,775
|
|
|
102,510
|
|
Financial
(income) expense, net
|
|
|
(5,022
|
)
|
|
(1,142
|
)
|
Net
loss for the period
|
|
$
|
(432,914
|
)
|
$
|
(242,734
|
)
|
Research
and development costs.
Research
and development expenses are the costs incurred in the process of our
pre-clinical trial and clinical trial.
During
the three months ended December 31, 2005 and December 31, 2004 the research
and
development expenses included, among other, the clinical trial and pre-clinical
trial expenses, the consultants compensation, costs related to the registered
patents as well as salaries and related expenses.
During
the three months ended December 31, 2005 the research and development expenses
totaled $225,161, compared to $51,366 during the three months ended December
31,
2004. The increase in costs is due to the conducted Phase 2 trial whereas during
the three months ended December 31, 2004 the costs were related to the
pre-clinical activity.
General
and administrative expenses
The
general and administrative expense includes the salaries and related expenses
of
the company's management, consulting, legal and professional fees, traveling,
business development costs as well as insurance expenses.
For
the
three months ending December 31, 2005 the General and administrative expense
totaled $212,775 compared to $102,510 for the three months ended December 31,
2004. Costs incurred related to general and administrative in the three months
ended December 31, 2005 reflect an increase in activities as well as increased
number of employees as compared to the three months period ending December
31,
2004.
Financial
income/expense, net
During
the three months ending December 31, 2005 and December 31, 2004 the company
generated interest income on available cash and cash equivalents balance.
Liquidity
and Capital Recourses
Financing
activities
Through
December 31, 2005, the Company has incurred losses in an aggregate amount of
$2,145,532. We have financed our operation from private placement of common
stock. Through December 31, 2005 we raised a total of $3,652,829, net of
transaction cost, through private placements and we anticipate that additional
financing will be through similar sources. Our financing activates for the
three
months period ending December 31, 2005 include the following.
On
October 31, 2005, the company entered into subscription agreement for the sale
of 666,666 units at a purchase price of $0.75 per unit for a total consideration
of $500,000.
On
December 20, 2005, the company entered into subscription agreement for the
sale
of 1,333,334 units at a purchase price of $0.75 per unit for a total
consideration of $1,000,000.
On
December 20, 2005, the company entered into subscription agreement for the
sale
of 222,222 units at a purchase price of $0.90 per unit for a total consideration
of $200,000.
Employee's
stock options plan
On
October 6, 2005 we granted options to purchase up to 350,000 common shares
of
our company at an exercise price of $0.93 to Mr. Chaime Orlev.
On
October 20, 2005 we granted options to purchase up to 30,000 common shares
of
our company at an exercise price of $1.35 to an employee.
On
December 21, 2005 we granted options to purchase up to 250,000 common shares
of
our company at an exercise price of $1.34 to an employee.
On
January 12, 2006 we granted options to purchase up to 50,000 common shares
of
our company at an exercise price of $1.10 to an employee.
Summary
of financing activities
Through
December 31, 2005 we raised approximately $3.6 Million through private
placements of our securities. As of the December 31, 2005 the cash and cash
equivalents totaled $1,991,211. We anticipate that these reserves will be
sufficient to fund operation through September 30, 2006. Continuation of our
current operations after utilizing the mentioned reserves during the year ending
September 30, 2006, is dependent upon obtaining financial support from investors
until profitable results are achieved.
Planned
Expenditures
The
estimate expenses referenced herein are in accordance with the business plan.
As
the technology is still in the development stage, it can be expected that there
will be changes in some budgetary items. Our planned expenditures for the next
12 months include:
Category
|
|
Amount
|
|
|
|
|
|
Research
&Development
|
|
$
|
1,135,000
|
|
Marketing
and Business Development
|
|
$
|
170,000
|
|
General
& Administrative Expenses
|
|
$
|
1,026,000
|
|
Total
|
|
$
|
2,331,000
|
|
We
are
considering an additional clinical trial to demonstrate clinical efficacy of
IVIG, sourced from a specific population, of Melanoma patients.
We will
begin initial process of this trial during 2006. The decision to proceed past
the initial process will be based on several major factors, one of which is
the
ability of our company to attract sufficient financing on acceptable terms.
If
we decide to continue this additional trial
past the
initial process, we anticipate that our related clinical trial costs over the
next 12 months would increase by approximately $1,680,000.
Related
party transactions
Mr.
Yair
Aloni, a director of our company, and Professor Yehuda Shoenfeld, M.D., the
Chief Scientist of our subsidiary, Gammacan, Ltd., are authorized signatories
of
ARP Biomed Ltd. for the Intellectual Property Purchase and Sale Agreement we
entered into with ARP Biomed Ltd. on June 11, 2004. Mr. Aloni is the Chief
Executive Officer of ARP.
On
June
6, 2005, the Company and Gammacan, Ltd. appointed Vered Caplan as acting Chief
Executive Officer of both companies, effective July 2, 2005. Vered Caplan will
devote approximately 70% of her business time to the affairs of Gammacan, Ltd.
and the Company. Vered Caplan shall receive a salary of $6,475 per
month.
Forward
Looking Statements
This
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
management's current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief
or
current expectations of Gammacan and members of its management team as well
as
the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures
made
in this report and in our other reports filed with the Securities and Exchange
Commission. Important factors currently known to Management could cause actual
results to differ materially from those in forward-looking statements. We
undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
in the future operating results over time. Gammacan believes that its
assumptions are based upon reasonable data derived from and known about its
business and operations and the business and operations of Gammacan. No
assurances are made that actual results of operations or the results of
GammaCan's future activities will not differ materially from its
assumptions.
ITEM
3. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures. As of December 31, 2005, the Company’s
management carried out an evaluation, under the supervision of the Company’s
Chief Executive Officer and the Chief Financial Officer, of the effectiveness
of
the design and operation of the Company’s system of disclosure controls and
procedures pursuant to the Securities and Exchange Act , Rule 13a-15(d) and
15d-15(d) under the Exchange Act. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective, as of the date of their
evaluation, for the purposes of recording, processing, summarizing and timely
reporting material information required to be disclosed in reports filed by
the
Company under the Securities Exchange Act of 1934.
Changes
in internal controls. There were no changes in the Company’s internal controls
over financial reporting, that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially effect,
the Company’s internal control over financial reporting
PART
II
ITEM
1 LEGAL
PROCEEDINGS
From
time
to time the Company is subject to litigation incidental to its business. Such
claims, if successful, could exceed applicable insurance coverage. The Company
is not currently a party to any material legal proceedings.
ITEM
2 UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
October 31, 2005 the company entered into subscription agreements for the sale
of 666,666 units to an offshore investor at a purchase price of $0.75 per unit
for a total consideration of $500,000. Each unit comprising one share of the
Company's common stock and one common share purchase warrant exercisable for
three years for ½ (half) a share at a price of $1.00 per Share.
On
December 20, 2005 the company entered into a subscription agreement for the
sale
of 1,333,334 units to an accredited investor at a purchase price of $0.75 per
unit for a total consideration of $1,000,000. Each unit comprising one share
of
the Company's common stock and one common share purchase warrant exercisable
for
three years for one share at a price of $1.20 per share.
On
December 20, 2005 the company entered into a subscription agreement for the
sale
of 222,222 units to an accredited investor at a purchase price of $0.90 per
unit
for a total consideration of $200,000. each unit comprising one share of the
Company's common stock and one common share purchase warrant exercisable for
three years for ½ (half) a share at a price of $1.15 per share.
For
each
sale of these units we relied on either the exemption from registration provided
for accredited investors pursuant to Rule 506 of Regulation D, or Regulation
S
promulgated under the Securities Act of
1933,
as amended.
ITEM
3
DEFAULTS UPON SENIOR SECURITIES
Not
applicable.
ITEM
4 SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable.
ITEM
5 OTHER
INFORMATION
Not
applicable.
ITEM
6 EXHIBITS
31.1
-
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule
15d-14(a), promulgated under the Securities and Exchange Act of 1934, as
amended
31.2
-
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule
15d 14(a), promulgated under the Securities and Exchange Act of 1934, as
amended
32.1
-
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2
-
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
GAMMACAN
INTERNATIONAL, INC. |
|
|
|
February
2, 2006 |
By: |
/s/
CHAIME
ORLEV |
|
Chaime Orlev, |
|
Chief
Financial Officer |