UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File Number 000-26067
NANOSCIENCE TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 87-0571300
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Rockefeller Plaza, Suite 2000 #43, New York, NY 10111
--------------------------------------------------------
(Address of principal executive offices)
(212) 332-3443
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding as of June 30, 2004
- ----------------------------- -------------------------------
Common Stock, $.001 par value 10,846,946
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
TABLE OF CONTENTS
Heading Page
- ------- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements..................................................................... 3
Balance Sheets June 30, 2004 (unaudited) and September 30, 2003..................... 4
Statements of Operations (unaudited)- three and nine months ended June 30,
2004 and 2003 and the period from inception on September 14, 1987 through
June 30, 2004..................................................................... 6
Statements in Changes in Stockholders' Equity (Deficit) - for the period
September 14, 1987 through June 30, 2004 (unaudited).............................. 7
Statements of Cash Flows - nine months ended June 30, 2004 and 2003
and the period from inception on September 14, 1987 through June 30,
2004 (unaudited).................................................................. 9
Notes to Financial Statements ...................................................... 11
Item 2. Management's Discussion and Analysis and Results of Operations........................... 12
Item 3. Controls and Procedures.................................................................. 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 14
Item 2. Changes in Securities and Use of Proceeds................................................ 14
Item 3. Defaults Upon Senior Securities.......................................................... 14
Item 4. Submission of Matters to a Vote of Securities Holders.................................... 14
Item 5. Other Information........................................................................ 14
Item 6. Exhibits and Reports on Form 8-K......................................................... 15
Signatures............................................................................... 15
2
PART I
Item 1. Financial Statements
The accompanying balance sheet of Nanoscience Technologies, Inc. at June
30, 2004 and related statements of operations, stockholders' equity and cash
flows for the three and nine months ended June 30, 2004 and 2003, have been
prepared by our management in conformity with accounting principles generally
accepted in the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the quarter ended June
30, 2004, are not necessarily indicative of the results that can be expected for
the fiscal year ending September 30, 2004.
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2004
3
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
--------
June 30, September 30,
2004 2003
---------- -----------
(Unaudited)
CURRENT ASSETS
Cash $22,998 $80,738
Prepaid expenses 2,800 --
------- -------
Total Current Assets 25,798 80,738
------- -------
OTHER ASSETS
Patents, net 18,319 19,162
Deposits 550 --
------- -------
Total Other Assets 18,869 19,162
------- -------
TOTAL ASSETS $44,667 $99,900
======= =======
The accompanying notes are an integral part of these financial statements.
4
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
June 30, September 30,
2004 2003
---------- ----------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 19,489 $ 23,312
Due to shareholders 70,947 --
--------- ---------
Total Current Liabilities 90,436 23,312
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock at; $0.001 par value;
100,000,000 shares authorized 10,846,946
and 23,693,319 shares issued and outstanding,
respectively 10,847 23,693
Additional paid-in capital 552,028 539,182
Deficit accumulated during the development stage (608,644) (486,287)
--------- ---------
Total Stockholders' Equity (Deficit) (45,769) 76,588
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 44,667 $ 99,900
========= =========
The accompanying notes are an integral part of these financial statements.
5
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the For the From
Three Months Nine Months Inception on
Ended Ended September 14,
June 30, June 30, 1987 through
---------------------------- ---------------------------- June 30,
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
General and
Administrative 62,632 1,608 122,357 10,667 212,396
Research and
Development -- -- -- -- 300,000
Licensing fees -- -- -- -- 96,248
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 62,632 1,608 122,357 10,667 608,644
------------ ------------ ------------ ------------ ------------
LOSS BEFORE
INCOME TAXES (62,632) (1,608) (122,357) (10,667) (608,644)
INCOME TAX
EXPENSE -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET LOSS $ (62,632) $ (1,608) $ (122,357) $ (10,667) $ (608,644)
============ ============ ============ ============ ============
BASIC NET LOSS
PER SHARE $ (0.01) $ (0.00) $ (0.01) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 10,846,946 17,658,750 10,846,946 17,658,750
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
6
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on September 14, 1987 through June 30, 2004
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
Balance at inception on
September 14, 1987 -- $ -- $ -- $ --
Common stock issued to
directors, for services, on
September 17, 1987 at
$0.008 per share 3,750,000 3,750 26,250 --
Common stock issued for
cash on September 17, 1987
at $0.008 per share 27,500 28 192 --
Common stock issued for
cash on January 12, 1988
at $0.008 per share 6,250 6 44 --
Common stock issued to
a director, for cash, on
October 10, 1997 at $0.0004
per share 12,500,000 12,500 (7,500) --
Common stock issued to
directors, for services, on
November 12, 1997 at $0.0004
per share 1,125,000 1,125 (675) --
Net loss for the period from
inception on September 14, 1987
to September 30, 1999 -- -- -- (37,470)
---------- ---------- ---------- ----------
Balance, September 30,
1999 17,408,750 17,409 18,311 (37,470)
Net Loss for the year ended
September 30, 2000 -- -- -- (3,200)
---------- ---------- ---------- ----------
Balance, September 30,
2000 17,408,750 $ 17,409 $ 18,311 $ (40,670)
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
7
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on September 14, 1987 through June 30, 2004
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
----------- ----------- ----------- -----------
Balance, September 30,
2000 17,408,750 $ 17,409 $ 18,311 $ (40,670)
Net loss for the year ended
September 30, 2001 -- -- -- (7,097)
----------- ----------- ----------- -----------
Balance, September 30,
2001 17,408,750 17,409 18,311 (47,767)
Common stock issued for
cash on October 2, 2001
at $0.001 per share 250,000 250 -- --
Net loss for the year
ended September 30, 2002 -- -- -- (9,140)
----------- ----------- ----------- -----------
Balance September 30,
2002 17,658,750 17,659 18,311 (56,907)
Common stock issued for
cash at $0.33 per share
on September 18, 2003 1,222,192 1,222 398,778 --
Common shares issued
for licensing fees at
$0.02 per share on
September 18, 2003 4,812,377 4,812 91,436 --
Forgiveness of debt by a
related party -- -- 30,367 --
Contributed services -- -- 290 --
Net loss for the year ended
September 30, 2003 -- -- -- (429,380)
----------- ----------- ----------- -----------
Balance, September 30,
2003 23,693,319 23,693 539,182 (486,287)
Common stock cancelled on
October 20, 2003 (unaudited) (12,846,373) (12,846) 12,846 --
Net loss for the nine
months ended June 30,
2004 (Unaudited) -- -- -- (122,357)
----------- ----------- ----------- -----------
Balance, June 30,
2004 (Unaudited) 10,846,946 $ 10,847 $ 552,028 $ (608,644)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
8
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From,
Inception on
For the Nine Months ended September 14,
June 30, 1987 Through
------------------------- June 30,
2004 2003 2004
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(122,357) $ (7,922) $(608,644)
Adjustments to reconcile net
loss to net cash (used) by
operating activities:
Stock issued for services
and fees -- -- 126,698
Contributed services -- -- 290
Amortization expense 843 -- 843
Changes in assets and
liabilities:
(Increase) in deposits (550) -- (550)
(Increase) in prepaid expenses (2,800) -- (2,800)
Increase(decrease) in
accounts payable (3,823) 4,138 19,489
--------- --------- ---------
Net Cash Used in
Operating Activities (128,687) (3,784) (464,674)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for patents -- -- (19,162)
--------- --------- ---------
Net Cash Used in
Investing Activities -- -- (19,162)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock
for cash -- -- 405,520
Increase in due to
related parties 70,947 3,784 101,314
--------- --------- ---------
Net Cash Provided by
Financing Activities 70,947 3,784 506,834
--------- --------- ---------
NET INCREASE (DECREASE)IN CASH (57,740) -- 22,998
CASH AT BEGINNING OF PERIOD 80,738 -- --
--------- --------- ---------
CASH AT END OF PERIOD $ 22,998 $ -- $ 22,998
========= ========= =========
The accompanying notes are an integral part of these financial statements.
9
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Statements of Cash Flows (continued)
(Unaudited)
From,
Inception on
For the Nine Months ended September 14,
June 30, 1987 Through
------------------------- June 30,
2004 2003 2004
--------- --------- ---------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
NON CASH FINANCING ACTIVITIES
Forgiveness of debt by related party $ -- $ -- $ 30,367
Common stock issued for mining claims $ -- $ -- $ 7,500
Common stock issued for
services and fees $ -- $ -- $126,698
The accompanying notes are an integral part of these financial statements.
10
NANOSCIENCE TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004 and September 30, 2003
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results and cash flows at June 30, 2004 and
2003 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
September 30, 2003 audited financial statements. The results of
operations for the periods ended June 30, 2004 and 2003 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced
to cease operations.
In order to continue as a going concern, the Company will need, among
other things, additional capital resources. Management's plans to
obtain such resources for the Company include (1) obtaining capital
from management and significant shareholders sufficient to meet its
minimal operating expenses, and (2) seeking out and completing a merger
with an existing operating company. However, management cannot provide
any assurances that the Company will be successful in accomplishing any
of its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
NOTE 3 - MATERIAL SUBSEQUENT EVENTS
In June 2004, NYU extended the due date of the $315,000 license
payment, originally due on May 15, 2004, to July 2004. The Company made
a payment of $150,000 in July 2004 and the remaining balance of
$165,000 is to be paid on or before September 15, 2004, pursuant to an
additional extension.
In June 2004, the Company commenced a private offering of 5,333,333
units at a price of $1.50 per unit for total maximum proceeds of
$8,000,000. Each unit is to consist of one share of the Company's
common stock and one warrant to purchase one share of the Company's
common stock for $1.87 per share. Subsequent to June 30, 2004, the
Company has sold 86,667 units for total proceeds of $130,000.
Also in June 2004, the Company borrowed a total of $70,000 from various
shareholders with an additional $50,000 borrowed from several of those
same shareholders subsequent to June 30, 2004. These funds were
borrowed on a short-term basis, are non-interest bearing, due on demand
and are expected to be repaid from proceeds of the offering previously
discussed.
11
Item 2. Management's Discussion and Analysis or Plan of Operations
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.
Forward-Looking and Cautionary Statements
This report contains certain forward-looking statements. These statements
relate to future events or our future performance and involve known and unknown
risks and uncertainties. Actual results may differ substantially from such
forward-looking statements, including, but not limited to, the following:
o the progress and success of a specific research project being
conducted at NYU and our ability to commercialize any technology
and or products that might eventually result from such research;
o our ability to meet our cash and working capital needs;
o our ability to maintain our corporate existence as a viable
entity; and
o other risks detailed in our periodic report filings with the SEC.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will" "should," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology.
These statements are only predictions. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.
Plan of Operation
On September 12, 2003, we finalized an Amended and Restated Research and
License Agreement with New York University ("NYU"), that was further amended on
November 11, 2003. Under the terms of the License Agreement, NYU granted to us a
license to certain pre-existing inventions and certain intellectual property to
be generated by a designated research project being conducted at NYU relating to
DNA Nanotechnology.
As compensation to NYU for work to be performed on its research projects,
we agreed to provide to NYU funding in the aggregate amount of $1,657,690 in
installments commencing on September 15, 2003 through, May 1, 2007, (as
extended) and additional fees and expenses. The License Agreement further
provides that NYU grants to us an exclusive worldwide license to develop,
manufacture, use, lease or sell any licensed products and/or processes related
to the research project, together with the right to grant sublicenses. We in
turn will pay to NYU a royalty fee of a varying amount from sales of products
and for sublicenses.
In connection with the License Agreement, we also entered into an Amended
and Restated Stock Purchase Agreement whereby we issued 4,812,377 shares of our
common stock to NYU.
Further, on September 18, 2003, we sold an aggregate of 1,222,192 shares of
our authorized but previously unissued common stock in a private placement to
four accredited investors (305,548 shares each) for the aggregate purchase price
of $400,000. We used the funds to make the initial $300,000 payment to NYU under
the License Agreement, the payment of various expenses and fees related to
finalization and execution of the License Agreement, professional fees, and for
working capital. In October 2003, certain shareholders returned for cancellation
12,846,373 shares of our common stock.
12
We intend to sublicense the technology we acquired from NYU and to
sublicense any newly developed technology to companies which have the financial
resources to economically market the related products to the public. We do not
intend to market the products ourselves. We expect that the licensees will pay
us royalties as a percentage of their sales of any products which use our
technology.
During the next 12 months, we will have to raise sufficient funds to meet
our ongoing operating expenses as well as to providing additional funding to
NYU. Under the terms of the Research and License Agreement, we were obligated to
provide to NYU additional funding of $315,000 on or before May 1, 2004 (extended
to August, 2004). We paid $150,000 of this amount in July 2004, and negotiated
an extension to pay the remaining balance of $165,000 on or before September 15,
2004.
In June 2004, we commenced a private offering of 5,333,333 units of
securities at a price of $1.50 per unit, for total maximum proceeds of $8
million. Each unit consists of one share of our common stock and one warrant to
purchase one additional share for $1.87 per share. Subsequent to June 30, 2004,
we have sold 86,667 units for total proceeds of $130,000.
Also in June 2004, we borrowed a total of $70,000 from various
shareholders, with an additional $50,000 borrowed from several of those same
shareholders subsequent to June 30, 2004. These funds were borrowed on a
short-term basis, are non-interest bearing, due on demand and are expected to be
repaid from proceeds of the private offering discussed above.
Presently, David Rector serves as our President and Chief Operating
Officer. We intend to hire a technical officer by the end of year or as soon as
a qualified individual is identified. This person will need to be technically
knowledgeable re DNA Nanotechnology and specifically targeted industry
applications and will be responsible in the near term for pursuing collaborative
relationships with corporations on a fee paid research basis. We will employee
all other part-time clerical assistance, outside advisors or consultants on an
as-needed basis. Management further believes that we will not have to make any
property, plant or equipment purchases in the immediate future.
We anticipate our monthly cash burn rate to be approximately $100,000. This
amount includes the annual research fee payment to NYU amortized on a monthly
basis. It also includes an estimated $25,000 to $30,000 per month for legal fees
to be incurred as we seek patent protection on our technologies and intellectual
property. It also includes D&O insurance, payroll costs, office rent and
administrative expenses.
In the opinion of management, inflation has not and will not have a
material effect on our business and operations in the immediate future.
Results of Operations
For the three and nine month periods ended June 30, 2004 and 2003, we did
not have any revenues. We have incurred net losses of $62,632 and $122,357 for
the three and nine month periods ended June 30, 2004, respectively, compared to
net losses of $1,608 and $10,667 for the same periods in 2003. The increase in
net loss was primarily due to our decision to enter into the licensing and
development of Nanotechnology. We incurred legal and accounting expenses of
$21,836 in connection with the licensing agreement. We also contracted with
individuals to serve as officers of our company. Compensation to these corporate
officers was $40,000 during the most recent nine months. We also had an increase
in travel expenses of $8,636 in the same period. Management anticipates that
general and administrative expenses will be approximately $20,000 per month for
the remainder of our fiscal year ending September 30, 2004.
We used cash of $128,687 in operating activities during the nine month
period ended June 30, 2004, compared to $3,784 for the same 2003 period. The
increase was primarily due to the increased net loss.
-13-
Liquidity and Capital Resources
At June 30, 2004, we had cash on hand of $22,998 compared to $80,738 as of
September 30, 2003. The decrease in cash was due to the increased expenses
described above. We had total accounts payable of $19,489 at June 30, 2004. We
had the obligation to pay $315,000 to NYU on May 1, 2004, which was extended to
August, 2004. We made a partial payment of $150,000 in July 2004, and extended
the due date of the remaining balance of $165,000 to be paid no later than
September 15, 2004. Presently, we intend to raise funds for operating expenses
and to fulfill our funding requirements to NYU from the sale of shares of our
common stock. We have proposed an offering of 5,333,333 shares of our common
stock $1.50 per share for a total $8,000,000. Each share would have a warrant
attached to issue an additional share at $1.87 per share. If we are unable sell
sufficient shares to satisfy our funding needs, we will have to look at
alternative sources of funding. We do not have any firm plans as to the source
of this alternative funding and there is no assurance that the funds will be
available or, that even if they are available, that they will be available on
terms that will be acceptable to us.
Net Operating Loss
We have accumulated approximately $1,700,000 of net operating loss
carryforwards as of June 30, 2004, which may be offset against taxable income
and income taxes in future years. The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable income prior to
the expiration of the net operating loss carryforwards. The carry-forwards
expire in the year 2023. In the event of certain changes in control, there will
be an annual limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial statements for
the year ended September 30, 2003 or the nine month period ended June 30, 2004
because there is a 50% or greater chance that the carryforward will not be used.
Accordingly, the potential tax benefit of the loss carryforward is offset by a
valuation allowance of the same amount.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and principal accounting officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
-14-
PART II
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or
to which any of our property is subject and, to the best of our knowledge, no
such actions against us are contemplated or threatened.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
Steven Kessler has resigned as a director and our Chief Operating Officer.
To replace Mr. Kessler, the board has appointed David Rector as President Chief
Executive Officer. Mr. Rector is also serving as the Company's principal
accounting officer.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31.1 Certification of C.E.O. Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Exhibit 32.1 Certification of C.E.O. Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Reports on Form 8-K
None
-15-
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NANOSCIENCE TECHNOLOGIES, INC.
Date: August 19, 2004 By: /S/ DAVID RECTOR
--------------------------------------
David Rector
President, C.E.O. and Director
(Principal Accounting Officer)
16