Form 10-QSB/A
[As last amended in Release No. 33-7505,
effective January 1, 1999, 63 F.R. 9632.]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from N/A to N/A
----------- ---------
Commission file number 000 - 28385
Protalex, Inc.
--------------
(Exact name of small business issuer as
specified in its charter)
New Mexico 91-2003490
---------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 30952, Albuquerque, NM 87190
----------------------------------------
(Address of principal executive offices)
(505) 243-8220
---------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
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: Common Stock, no Par Value,
12,308,426 as of October 1, 2002.
Transitional Small Business Disclosure Format (check one):
Yes No X
-------- --------
FINANCIAL STATEMENTS
PROTALEX, INC.
August 31, 2002
PART 1
ITEM 1 - FINANCIAL STATEMENTS
Protalex, Inc.
(A Company in the Development Stage)
BALANCE SHEET
(Unaudited)
(As Restated)
August 31, 2002
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................... $ 1,211,636
Prepaid expense ................................. 55,497
-----------
Total current assets ..................... $ 1,267,133
EQUIPMENT
Lab equipment ................................... 188,437
Office and computer equipment ................... 144,180
Furniture and fixtures .......................... 21,268
Leasehold improvements .......................... 10,685
-----------
364,570
Less accumulated depreciation ................... (216,474) 148,096
-----------
OTHER ASSETS
Intellectual technology license, net of
accumulated amortization of $2,877 ............ 17,423
-----------
$ 1,432,652
===========
LIABILITIES
CURRENT LIABILITIES
Payroll and withholding taxes payable ........... $ 7,046
Current maturities of long-term liabilities ..... 28,619
Accounts payable ................................ 92,299
-----------
Total current liabilities ................ $ 127,964
STOCKHOLDERS' DEFICIT
Common stock, no par value, authorized
40,000,000 shares, 12,570,735 shares
issued, 12,308,426 shares outstanding ......... 3,755,891
Common stock, contra ............................ (368,547)
Treasury stock, 262,309 shares .................. (16,666)
Additional paid-in-capital ...................... 551,319
Deficit accumulated during the development stage (2,617,309) 1,304,688
----------- -----------
$ 1,432,652
===========
The accompanying notes are an integral part of this financial statement.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
For the Three Months Ended August 31,
2002 and 2001 and from Inception (September 17,
1999) through August 31, 2002
Three From Inception
Months Ended Three Through
August 31, Months Ended August 31,
2002 August 31, 2002
(As Restated) 2001 (As Restated)
------------ ------------ ------------
Revenues ........................ $ -- $ -- $ --
Operating Expenses
Research and development ...... (195,410) (134,693) (1,689,025)
Administrative ................ (297,986) (17,190) (620,458)
Professional fees ............. (32,996) (11,697) (238,664)
Depreciation and amortization . (4,654) (4,402) (39,851)
------------ ------------ -----------
Operating Loss ........ (531,046) (167,982) (2,587,998)
Other income (expense)
Interest income ............... 2,365 -- 32,643
Interest expense .............. (1,316) (4,561) (59,662)
Loss on disposal .............. (2,292) -- (2,292)
------------ ------------ -----------
NET LOSS .............. $ (532,289) $ (172,543) $(2,617,309)
============ ============ ===========
Weighted average number of common
shares outstanding ............ 12,005,737 10,608,635 10,006,020
============ ============ ===========
Loss per common share ........... $ (0.04) $ (0.02) $ (0.26)
============ ============ ===========
The accompanying notes are an integral part of this financial statement.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Three Months Ended August 31,
2002 and 2001 and from Inception (September 17,
1999) through August 31, 2002
Three From Inception
Months Ended Three Through
August 31, Months Ended August 31,
2002 August 31, 2002
(As Restated) 2001 (As Restated)
-------------- ------------- -------------
Cash flows from operating activities
Net loss ....................................... $ (532,289) $ (172,543) $ (2,617,309)
Adjustments to reconcile net loss to net
cash (used in) operating activities
Depreciation and amortization .............. 29,140 27,082 225,765
Non cash compensation expense .............. 234,750 -- 367,750
Non cash expenses .......................... -- (4) 16,644
Loss on disposal ........................... 2,292 -- 2,292
(Increase) in prepaid expense .............. (53,895) (3,148) (55,497)
Increase (decrease) in payroll taxes payable 4,701 (2,931) 7,046
Increase in accounts payable ............... 35,680 -- 91,785
(Decrease) increase in interest payable .... (39) (3,004) 514
Increase in professional fees payable ...... -- 3,004 --
Increase in accrued compensation ........... -- 1,920 --
-------------- ------------- -------------
Net cash (used in) operating activities (279,660) (149,624) (1,961,010)
-------------- ------------- -------------
Cash flows from investing activities
Acquisition of intellectual technology license
- fee portion ................................ -- -- (20,000)
Acquisition of equipment ....................... (10,526) (13,515) (286,171)
Excess of amounts paid for Public Shell
over assets acquired to be accounted for
as a recapitalization ........................ -- -- (250,000)
Proceeds on disposal of equipment .............. 4,326 -- 4,326
-------------- ------------- -------------
Net cash (used in)
investing activities ................. (6,200) (13,515) (551,845)
-------------- ------------- -------------
The accompanying notes are an integral part of this financial statement.
Protalex, Inc.
(A Company in the Development Stage)
STATEMENT OF CASH FLOWS - CONTINUED
(Unaudited)
For the Three Months Ended August 31,
2002 and 2001 and from Inception (September 17,
1999) through August 31, 2002
Three From Inception
Months Ended Three Through
August 31, Months Ended August 31,
2002 August 31, 2002
(As Restated) 2001 (As Restated)
-------------- ------------- --------------
Cash flows from financing activities
Additional paid-in-capital ...................... -- 143,569 183,569
Proceeds from stock issuance .................... 1,263,000 -- 3,620,400
Purchases of treasury stock ..................... (16,666) -- (16,666)
Principal payment on note payable to individual . -- (142,830) (225,717)
Issuance of note payable to individual .......... -- -- 368,546
Principal payment on installment purchase payable (10,705) -- (205,641)
Principal payment on equipment note payable ..... -- (7,195) --
------------- ------------- -------------
Net cash provided by (used in) financing
activities ............................ 1,235,629 (6,456) 3,724,491
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH ................... 949,769 (169,595) 1,211,636
Cash and cash equivalents, beginning of period .... 261,867 212,254 --
------------- ------------- -------------
Cash and cash equivalents, end of period .......... $ 1,211,636 $ 42,659 $ 1,211,636
============= ============= =============
Interest paid ..................................... $ 1,316 $ -- $ 56,465
============= ============= =============
Taxes paid ........................................ $ -- $ -- $ 50
============= ============= =============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
10,000 shares of company stock were
issued as part of the cost of acquisition
of the intellectual technology license at
inception - value at $.03 per share ............. $ -- $ -- $ 300
============= ============= =============
100,000 shares of company stock were
issued in exchange for legal services
performed ....................................... $ -- $ -- $ 15,000
============= ============= =============
1,644 shares of company stock were
issued in exchange for interest payable ......... $ -- $ -- $ 1,644
============= ============= =============
Lab equipment was acquired through
issuance of installment contract to seller ...... $ -- $ -- $ 91,430
============= ============= =============
The accompanying notes are an integral part of this financial statement.
Protalex, Inc.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
From Inception (September 17, 1999) through August 31, 2002 (As Restated)
NOTE A - NOTES TO INTERIM FINANCIAL STATEMENTS
The interim financial data is unaudited, however in the opinion of
management, the interim data includes all adjustments, consisting of normal
recurring adjustments, necessary for a fair statement of the results for the
interim period. The financial statements included herein have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
omitted pursuant to such rules and regulations, although the Company
believes that the disclosures included herein are adequate to make the
information presented not misleading.
The organization and business of the Company, accounting policies followed
by the Company and other information are contained in the notes to the
Company's financial statements filed as part of the Company's May 31, 2002
Form 10-KSB. This quarterly report should be read in conjunction with such
annual report.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and assumptions affecting the reported amounts of
assets, liabilities, revenues and expense, and the disclosure of contingent
assets and liabilities. Estimated amounts could differ from actual results.
2. Loss per Common Share
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS No. 128)
which is effective for periods ending after December 15, 1997. SFAS No. 128
provides for the calculation of "Basic" and "Diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing
loss to common shareholders by the weighted average number of common shares
outstanding for the period. All potentially dilutive securities have been
excluded from the computations since they would be antidilutive. However,
these dilutive securities could potentially dilute earnings per share in the
future.
Protalex, Inc.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
As Restated
From Inception (September 17, 1999) through August 31, 2002 (As Restated)
NOTE C - GOING CONCERN UNCERTAINTY
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The
Company is a development stage enterprise and does not have operating
revenue nor anticipate generating operating revenue for the foreseeable
future. The ability of the Company to continue as a going concern is
dependent initially on its ability to raise sufficient investment capital to
fund all necessary operations and product development activities. Secondly,
the Company must develop products that are regulatory approved and market
accepted to generate operating revenue. There is no assurance that these
plans will be realized in whole or in part. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
NOTE D - RESTATED STOCK OPTIONS
The accompanying balance sheet, statement of operations and statement of
cash flows have been restated to fully recognize the cost to the Company of
issuing stock options. All options issued are "stand alone" options. There
is no Company stock option plan currently. The Company accounted for matters
pertaining to administration of the Company using the "intrinsic" method
which records as compensation cost the difference between exercise price of
the options and the fair market value of Company stock on the measurement
(grant) date. Options granted to non-employees for consulting services are
accounted for using the "fair value" method, which recognizes the value of
the option as an expense over the expected life of the option with a
corresponding increase to paid-in capital.
On June 1, 2002 and July 18, 2002 the Company issued stock options to an
employee and a non-employee director. The options vested immediately, have
varying terms of three to ten years, and have an exercise price of $1.50 per
share. The Company accounted for the options in accordance with APB Opinion
No. 25 and has recognized compensation expense based on the "intrinsic
value" method. This method records compensation cost as the difference
between the exercise price of the option and the fair market value of the
Company's stock on the measurement (grant) date. $234,750 of compensation
expense was recorded during the quarter ended August 31, 2002 since both
options vested immediately.
The Company issued additional stock options to a non-employee director on
July 18, 2002 in connection with fundraising services. The options vested
immediately, have a term of 10 years and have an exercise price of $1.50 per
share. The Company has recognized compensation cost using the "fair value"
method which recognized the value of the option as an expense over the
expected life of the option.
Protalex, Inc.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
From Inception (September 17, 1999) through August 31, 2002 (As Restated)
NOTE D - RESTATED STOCK OPTIONS - CONTINUED
Because the options vested immediately, the "fair value" of the options of
$256,812 was recorded during the quarter ended August 31, 2002, as a cost of
fundraising netted against paid-in capital.
Previously the Company had recorded $24,843 in compensation expense in
connection with these options.
Had the Company determined compensation expense based on the fair value at
the measurement date for all stock options granted under Statement of
Financial Accounting Standards No. 123, the Company's net loss and loss per
share would have increased to the proforma amounts indicated as follows:
Three From Inception
Months Ended Three Through
August 31, 2002 Months Ended August 31, 2002
(As Restated) August 31, 2001 (As Restated)
--------------- --------------- ---------------
Net loss, as reported $ (532,289) $ (172,543) $ (2,617,309)
Proforma net loss (724,382) (172,543) (2,907,621)
Loss per share, as reported (0.04) (0.02) (0.26)
Proforma loss per share (0.06) (0.02) (0.29)
The fair value of the options are estimated on the date of the grant using
the Black-Scholes option pricing model with the following assumptions:
dividends of $0 per year; expected volatility of 83-88 percent; risk-free
interest rate of 4.66-5.07 percent; and an expected life of three-five
years.
A summary of the common stock option activity for an officer and two
non-employee directors is as follows:
Weighted
Average
Exercise
Options Prices Exercisable
------- -------- -----------
Balance, May 31, 2002 .................. 100,000 $ 1.25 100,000
Granted during the period .............. 358,680 1.50 358,680
------- -------
Balance, August 31, 2002 ............... 458,680 $ 1.45 458,680
======= =======
Protalex, Inc.
(A Company in the Development Stage)
PART 1
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS INCLUDING PLAN OF
OPERATION
The Company's principal activities consist of preparing for a Company
sponsored investigational new drug (IND) application for treating Rheumatoid
Arthritis (RA) to be submitted to the FDA in January 2003 and continued
laboratory research and development on its bioregulator technology. The
Company continues to pursue a balance of in-house and outsourced research
addressing FDA requirements for the Company's IND application, gathering
data for other possible diseases, and generally broadening its intellectual
property base.
Protalex, Inc. successfully completed a private placement in July 2002,
receiving funds of $1,263,000 for 842,000 shares of common stock. Issued
with these common shares were 842,000 warrants exercisable at $3.50 per
share, expiring May 31, 2005. Funding from the July 2002 private placement
together with its existing resources will fund operations and necessary
research and development over the next 8 months. In July the Company had its
Pre-IND meeting with the FDA, which defined the final requirements for the
January 2003 IND application. A pre-clinical animal safety study for
Rheumatoid Arthritis is scheduled to begin in early November, and an animal
study to refine product formulation is already underway. Meanwhile in-house
laboratory work to fulfill FDA requirements continues on schedule, both in
the area of drug formulation and stability, and for developing measures of
immunogenicity. The Company plans to hire a Chemist in the fourth quarter of
2002 to assist with the analysis and formulation of PRTX-001 and possible
successor drug candidates.
The raising of an additional $5,000,000 is planned to fund FDA Phase II/III
clinical trials along with continued implementation of research plans and
execution of a broader patent strategy. The Company's longer term funding
requirements are estimated to be $15,000,000 in order to fully implement the
bioregulator technology.
Please refer to the Company's 10-KSB filing (May 31, 2002) for more
information on the Company's technology and risk factors.
PART 1
ITEM 3 - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed and implemented to insure
that all material information relating to a company is made known to its
president, chief financial officer, and such other persons who are
responsible for preparing and filing periodic reports with the Securities
and Exchange Commission. On October 11, 2002, John E. Doherty and Donald K.
Dean, representing all of the officers and directors of Protalex, Inc.,
evaluated Protalex's disclosure controls and procedures and concluded that
such controls were adequate as of that date.
Changes in Internal Control:
There have been no significant changes in Protalex's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Protalex, Inc.
(A Company in the Development Stage)
PART 2
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
6.A Index of Exhibits - From 10-K
- --------------------------------------------------------- --------------------------------------------------
2.1 Stock Purchase Agreement among Protalex, Inc., Incorporated by reference, to the Company's 10-SB
Don Hanosh and Enerdyne Corporation filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
2.2 Merger Agreement and Plan of Re-organization Incorporated by reference, to the Company's 10-SB
between Protalex, Inc. and Enerdyne Corporation filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
Incorporated by reference, to the Company's 10-SB
3.1 Articles of Incorporation, as amended filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
Incorporated by reference, to the Company's 10-SB
10.1 Promissory Note in favor of Don Hanosh filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
10.2 Continuing and Unconditional Guaranty executed Incorporated by reference, to the Company's 10-SB
by John E. Doherty filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
10.3 Continuing and Unconditional Guaranty executed Incorporated by reference, to the Company's 10-SB
by James K. Strattman filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
10.5 Form of Confidential Disclosure Agreement Incorporated by reference, to the Company's 10-SB
filing December 3, 1999
- --------------------------------------------------------- --------------------------------------------------
Exhibit
Number Exhibit Name
- ------ ------------
6.B A report on Form 8-K was filed on August 24,
2002, which detailed the departure of Paul
Mann, previous Chief Scientific Officer.
SIGNATURES
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.
PROTALEX, INC.
DATE: October 14, 2002 BY: John E. Doherty
----------------------
John E. Doherty
President and Director
CERTIFICATION OF THE 10-QSB BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER -NEW EXCHANGE ACT RULES 13A-
14, 15D-14
I, John E. Doherty, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Protalex, Inc.;
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, is made
known to us by others, particularly during the period in which
this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
CERTIFICATION OF THE 10-QSB BY THE PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER -NEW EXCHANGE ACT RULES 13A-
14, 15D-14 - CONTINUED
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: October 14, 2002
----------------
John E. Doherty
---------------
John E. Doherty
President and Director
CERTIFICATION OF THE 10-QSB BY THE PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER - CONTINUED
I, Donald K. Dean, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Protalex, Inc.;
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;
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, is made
known to us by others, particularly during the period in which
this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
CERTIFICATION OF THE 10-QSB BY THE PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER - CONTINUED
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: October 14, 2002
----------------
Donald K. Dean
--------------
Donald K. Dean
Treasurer and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, John E. Doherty, President of Protalex, Inc. certify in my capacity as an
officer of Protalex that I have reviewed the quarterly report of Protalex on
Form 10-QSB for the three month period ended August 31, 2002 and that to the
best of my knowledge:
1. the report fully complies with the requirements of the Securities
Exchange Act of 1934; and
2. the information contained in the report fairly presents, in all
material respects, the financial condition and results of operations of
Protalex.
The purpose of this statement is solely to comply with Title 18, Chapter 63,
Section 1350 of the United States Code, as amended by Section 906 of the
Sarbanes-Oxley Act of 2002.
Date: October 14, 2002 BY: John E. Doherty
---------------- ----------------------
John E. Doherty
President and Director
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Donald K. Dean, Treasurer and Chief Financial Officer of Protalex, Inc.
certify in my capacity as an officer of Protalex that I have reviewed the
quarterly report of Protalex on Form 10-QSB for the three month period ended
August 31, 2002 and that to the best of my knowledge:
1. the report fully complies with the requirements of the Securities
Exchange Act of 1934; and
2. the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of Protalex.
The purpose of this statement is solely to comply with Title 18, Chapter 63,
Section 1350 of the United States Code, as amended by Section 906 of the
Sarbanes-Oxley Act of 2002.
Date: October 14, 2002 BY: Donald K. Dean
---------------- ---------------------------
Donald K. Dean
Treasurer and Chief Financial Officer