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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2005
     
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number                     000-23425                    
Burzynski Research Institute, Inc.
 
(Exact name of small business issuer as specified in its charter)
     
Delaware   76-0136810
 
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
9432 Old Katy Road, Suite 200, Houston, Texas 77055
 
(Address of principal executive offices)
(713) 335-5697
 
(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 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 þ       No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No þ
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: As of January 11, 2006, 131,388,444 shares of the Registrant’s Common Stock were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes o       No þ
 
 

 


 

BURZYNSKI RESEARCH INSTITUTE, INC.
Form 10-QSB
Table of Contents
                 
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 Certification of PEO pursuant to Rules 13a-14/15d-14
 Certification of CFO pursuant to Rules 13a-14/15d-14
 Certification of PEO pursuant to Section 906
 Certification of CFO pursuant to Section 906

 


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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED BALANCE SHEETS
BURZYNSKI RESEARCH INSTITUTE, INC.
                 
    November 30,     February 28,  
    2005     2005  
    (Unaudited)          
 
               
ASSETS
               
 
               
Current assets
               
Cash and cash equivalents
  $ 10,927     $ 16,984  
Related party receivable
    80,000        
 
           
 
               
TOTAL CURRENT ASSETS
    90,927       16,984  
 
               
Property and equipment, net of accumulated depreciation and amortization, and other assets
    4,016       48,870  
 
           
 
               
TOTAL ASSETS
  $ 94,943     $ 65,854  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities
               
Accounts payable
  $ 13,848     $ 47,249  
Accrued liabilities
    36,152       39,396  
 
           
CURRENT AND TOTAL LIABILITIES
    50,000       86,645  
 
           
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
Stockholders’ equity
               
Common stock, $.001 par value; 200,000,000 shares authorized, 131,388,444 issued and outstanding
    131,389       131,389  
Additional paid-in capital
    69,472,091       65,876,210  
Discount on common stock
    (100 )     (100 )
Retained deficit
    (69,558,437)       (66,028,290 )
 
           
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
    44,943       (20,791 )
 
           
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 94,943     $ 65,854  
 
           
See accompanying notes to financial statements.

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CONDENSED STATEMENTS OF OPERATIONS
BURZYNSKI RSEARCH INSTITUTE, INC.
(UNAUDITED)
                                 
    Three Months Ended     Nine Months Ended  
    November 30,     November 30,     November 30,     November 30,  
    2005     2004     2005     2004  
Operating expenses
                               
Research and development
  $ 1,059,494     $ 1,085,129     $ 3,396,843     $ 3,469,029  
General and administrative
    32,442       74,793       183,450       193,272  
Depreciation
    885       1,320       3,525       3,960  
 
                       
 
                               
Total operating expenses
    1,092,821       1,161,242       3,583,818       3,666,261  
 
                               
Other income
                               
Gain on sale of assets
    53,671             53,671        
 
                       
 
                               
Net (loss) before income tax
    (1,039,150 )     (1,161,242 )     (3,530,147 )     (3,666,261 )
 
                               
Provision for income tax
                      - _  
 
                       
 
                               
NET (LOSS)
  $ (1,039,150 )   $ (1,161,242 )   $ (3,530,147 )   $ (3,666,261 )
 
                       
 
                               
Earnings per share information:
                               
 
                               
Basic and diluted (loss) per common share
  $ (0.01 )   $ (0.01 )   $ (0.03 )   $ (0.03 )
 
                       
 
                               
Weighted average number of common shares outstanding
    131,388,444       131,388,444       131,388,444       131,388,444  
 
                       
See accompanying notes to financial statements.

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STATEMENTS OF STOCKHOLDERS’ DEFICIT
BURZYNSKI RESEARCH INSTITUTE, INC.
(UNAUDITED)
                                 
            Additional     Discount on        
    Common     Paid-in     Common     Retained  
    Stock     Capital     Stock     Deficit  
Balance, February 28, 2005
  $ 131,389     $ 65,876,210     $ (100 )   $ (66,028,290 )
 
                               
Cash contributed by S.R. Burzynski, M.D., Ph.D.
          525,000              
 
                               
FDA clinical trial expenses paid directly by S.R. Burzynski, M.D., Ph.D.
          3,070,881              
 
                               
Net loss
                      (3,530,147 )
 
                       
 
                               
Balance, November 30, 2005
  $ 131,389     $ 69,472,091     $ (100 )   $ (69,558,437 )
 
                       
See accompanying notes to financial statements.

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STATEMENTS OF CASH FLOWS
BURZYNSKI RSEARCH INSTITUTE, INC.
(UNAUDITED)
                 
    Nine Months Ended  
    November 30,     November 30,  
    2005     2004  
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net (loss)
  $ (3,530,147 )   $ (3,666,261 )
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    3,525       3,960  
FDA clinical trial expenses paid directly by S.R. Burzynski, M.D., Ph.D.
    3,070,881       3,128,619  
Gain on sale of assets
    (53,671 )      
Increase (decrease)
               
Other current assets
          1,000  
Increase (decrease)
               
Accounts payable
    (33,401 )     3,276  
Accrued liabilities
    (3,244 )     (7,158 )
 
           
 
               
NET CASH (USED BY) OPERATING ACTIVITIES
    (546,057 )     (536,564 )
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Repayment of related party receivable
    15,000        
 
           
 
               
NET CASH PROVIDED BY INVESTING ACTIVITIES
    15,000        
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Additional paid-in capital
    525,000       545,000  
 
           
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
    525,000       545,000  
 
           
NET (DECREASE) INCREASE IN CASH
    (6,057 )     8,436  
 
               
CASH AT BEGINNING OF PERIOD
    16,984       18,962  
 
           
 
               
CASH AT END OF PERIOD
  $ 10,927     $ 27,398  
 
           
 
               
NON CASH FINANCING ACTIVITIES
               
 
               
Issuance of related party receivable for assets sold
  $ 95,000     $  
 
           
See accompanying notes to financial statements.

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NOTES TO CONDENSED FINANCIAL STATEMENTS
BURZYNSKI RESEARCH INSTITUTE, INC.
NOTE A. BASIS OF PRESENTATION
    The financial statements of Burzynski Research Institute, Inc., a Delaware corporation (the “Company”), include expenses incurred directly by S.R. Burzynski, M.D., Ph.D. (“Dr. Burzynski”) within his medical practice, related to the conduct of U.S. Food and Drug Administration (“FDA”) approved clinical trials for Antineoplaston drugs used in the treatment of cancer. These expenses have been reported as research and development costs and as additional paid-in capital. Other funds received from Dr. Burzynski have also been reported as additional paid-in capital. Expenses related to Dr. Burzynski’s medical practice (unrelated to the clinical trials) have not been included in these financial statements. Dr. Burzynski is the President, Chairman of the Board and owner of over 80% of the outstanding stock of the Company, and also is the inventor and original patent holder of certain drug products known as “Antineoplastons”, which he has licensed to the Company.
 
    The Company and Dr. Burzynski have entered various agreements which provide the Company the exclusive right in the United States, Canada and Mexico to use, manufacture, develop, sell, distribute, sublicense and otherwise exploit all the rights, titles and interest in Antineoplaston drugs used in the treatment of cancer, once an Antineoplaston drug is approved for sale by the FDA.
 
    The Company is primarily engaged as a research and development facility for Antineoplaston drugs being tested for use in the treatment of cancer. The Company is currently conducting clinical trials on various Antineoplastons in accordance with FDA regulations. At this time, however, none of the Antineoplaston drugs have received FDA approval; further, there can be no assurance that FDA approval will be granted. In September 2004, the Company announced that the FDA awarded orphan drug status to Antineoplastons A10 and AS2-1 for the treatment of brain stem glioma.
 
    The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Certain disclosures and information normally included in financial statements have been condensed or omitted. In the opinion of management of the Company, these financial statements contain all adjustments necessary for a fair presentation of financial position as of November 30, 2005 and February 28, 2005, and results of operations for the three and nine months ended November 30, 2005 and 2004, and cash flows for the nine months ended November 30, 2005 and 2004. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. These statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended February 28, 2005.

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NOTES TO CONDENSED FINANCIAL STATEMENTS — continued
BURZYNSKI RESEARCH INSTITUTE, INC.
NOTE B. ECONOMIC DEPENDENCY
    The Company has not generated significant revenues since its inception and has suffered losses from operations, has a working capital deficit and has an accumulated deficit. Dr. Burzynski has funded the capital and operational needs of the Company through his medical practice since inception, and has entered into various agreements to continue such funding.
 
    The Company is economically dependent on its funding through Dr. Burzynski’s medical practice. A significant portion of Dr. Burzynski’s patients are admitted and treated as part of the clinical trial programs, which are regulated by the FDA. The FDA imposes numerous regulations and requirements regarding these patients and the Company is subject to inspection at any time by the FDA. These regulations are complex and subject to interpretation and though it is management’s intention to comply fully with all such regulations, there is the risk that the Company is not in compliance and is thus subject to sanctions imposed by the FDA.
 
    In addition, as with any medical practice, Dr. Burzynski is subject to potential claims by patients and other potential claimants commonly arising out of the operation of a medical practice. The risks associated with Dr. Burzynski’s medical practice directly affect his ability to fund the operations of the Company.
 
    It is also the intention of the directors and management to seek additional capital through the sale of securities. The proceeds from such sales will be used to fund the Company’s operating deficit until it achieves positive operating cash flow. There can be no assurance that the Company will be able to raise such additional capital.
NOTE C. SALE OF ASSETS TO RELATED PARTY
    On November 26, 2005 the Company sold to Dr. Burzynski production equipment and leasehold improvements appraised by an independent appaiser for $95,000. The sale was made to Dr. Burzynski on an open account receivable. Dr. Burzynski paid $15,000 on the open receivable by November 30, 2005 and intends to pay off the balance of the receivable in the last quarter of the fiscal year.

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NOTES TO CONDENSED FINANCIAL STATEMENTS — continued
BURZYNSKI RESEARCH INSTITUTE, INC.
NOTE D. INCOME TAXES
    The actual provision for income tax for the three and nine months ended November 30, 2005 and 2004 differ from the amounts computed by applying the U.S. federal income tax rate of 34% to the pretax income as a result of the following:
                 
    Three Months  
    November 30,     November 30,  
    2005     2004  
Expected expense (benefit)
  $ (353,311 )   $ (394,823 )
Taxed directly to Dr. Burzynski
    353,275       408,316  
Nondeductible expenses and other adjustments
    (16,787 )     (2,661 )
Change in valuation allowance
    16,823       (10,832 )
 
           
 
               
Provision for income tax
  $     $  
 
           
                 
    Nine Months  
    November 30,     November 30,  
    2005     2004  
Expected expense (benefit)
  $ (1,200,250 )   $ (1,246,529 )
Taxed directly to Dr. Burzynski
    1,200,214       1,252,420  
Nondeductible expenses and other adjustments
    (21,013 )     (8,480 )
Change in valuation allowance
    21,049       2,589  
 
           
 
               
Provision for income tax
  $     $  
 
           

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Item 2. Management’s Discussion and Analysis or Plan of Operation
     The following is a discussion of the financial condition of the Company as of November 30, 2005, and the results of operations for the three months and nine months ended November 30, 2005 and 2004. It should be read in conjunction with the financial statements and the notes thereto included elsewhere in this report.
Introduction
     The Company was incorporated under the laws of the State of Delaware in 1984 in order to engage in the research, production, marketing, promotion and sale of certain medical chemical compounds composed of growth-inhibiting peptides, amino acid derivatives and organic acids which are known under the trade name “Antineoplastons.” The Company believes Antineoplastons are useful in the treatment of human cancer and is currently conducting Phase II clinical trials of Antineoplastons relating to the treatment of cancer. The Company has generated no significant revenue since its inception, and does not expect to generate any operating revenues until such time, if any, as Antineoplastons are approved for use and sale by the FDA. The Company’s sole source of funding is S.R. Burzynski, M.D., Ph.D. (“Dr. Burzynski”), the Company’s President and Chief Executive Officer. Dr. Burzynski funds the Company’s operations from his medical practice pursuant to certain agreements between Dr. Burzynski and the Company. Funds received by the Company from Dr. Burzynski are reported as additional paid-in capital to the Company.
     The Company is primarily engaged as a research and development facility of drugs currently being tested for the use in the treatment of cancer, and provides consulting services. The Company is currently conducting 35 FDA-approved clinical trials. The Company holds the exclusive right in the United States, Canada and Mexico to use, manufacture, develop, sell, distribute, sublicense and otherwise exploit all the rights, titles and interest in Antineoplaston drugs used in the treatment and diagnosis of cancer, once an Antineoplaston drug is approved for sale by the FDA.
     On November 26, 2005, the Company completed the sale of selected equipment to Dr. Burzynski in an arms-length transaction approved by both of the Company’s disinterested directors. The equipment sold to Dr. Burzynski is not necessary for the Company’s ongoing operations and was sold for a purchase price of $95,000. The amount of the purchase price was based on an independent third party appraisal received by the Company’s disinterested directors to assist them in approving the sale of the equipment to Dr. Burzynski. This sale of equipment will not affect the Company’s operations in any significant way.
     In September 2004, the Company announced that the FDA awarded orphan drug status to Antineoplastons A10 and AS2-1 for treating patients with brain stem gliomas.
RESULTS OF OPERATIONS
Three Months Ended November 30, 2005 Compared to Three Months Ended November 30, 2004
Research and development costs were approximately $1,059,000 and $1,085,000 for the three months ended November 30, 2005 and 2004, respectively. The decrease of $26,000 or 2% was due to decreases in personnel costs of $21,000, material costs of $18,000 and other research and development costs of $7,000 offset by increases in facility and equipment costs of $13,000 and consulting and quality control costs of $7,000.
     General and administrative expenses were approximately $32,000 and $75,000 for the three months ended November 30, 2005 and 2004, respectively. The decrease of $43,000 or 57% was due to decreases in legal and professional fees of $41,000, and other general and administrative expenses of $2,000.
     The Company had net losses of approximately $1,039,000 and $1,161,000 for the three months ended November 30, 2005 and 2004, respectively. The decrease in the net loss from 2004 to 2005 is primarily due to the decreases in research and development costs due to decreases in personnel cost, material costs, and other research and development costs, and decreases in general and administrative costs offset by a gain on sale of assets.

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Nine Months Ended November 30, 2005 Compared to Nine Months Ended November 30, 2004
     Research and development costs were approximately $3,397,000 and $3,469,000 for the nine months ended November 30, 2005 and 2004, respectively. The decrease of $72,000 or 2% was due to decreases in personnel cost of $14,000, material costs of $193,000, and other research and development costs of $14,000, offset by increases in facility and equipment costs of $37,000, and consulting and quality control costs of $112,000.
     General and administrative expenses were approximately $183,000 and $193,000 for the nine months ended November 30, 2005 and 2004, respectively. The decrease of $10,000 or 5% was due to a decrease in legal and professional fees of $21,000, offset by an increase in other general and administrative expenses of $11,000.
     The Company had net losses of approximately $3,530,000 and $3,666,000 for the nine months ended November 30, 2005 and 2004, respectively. The decrease in the net loss from 2004 to 2005 is primarily due to the decrease in research and development costs, due to the decreases in personnel costs, material costs and other research and development costs, offset by increases facility and equipment costs, consulting and quality control cost, general and administrative costs and a gain on sale of assets. As of November 30, 2005, the Company has a stockholders’ equity of $44,943.
Liquidity and Capital Resources
     The Company’s operations have been funded entirely by Dr. Burzynski with funds generated from Dr. Burzynski’s medical practice. Effective March 1, 1997, the Company entered into a Research Funding Agreement with Dr. Burzynski (the “Research Funding Agreement”), pursuant to which the Company agreed to undertake all scientific research in connection with the development of new or improved Antineoplastons for the treatment of cancer and Dr. Burzynski agreed to fund the Company’s Antineoplaston research for that purpose. Under the Research Funding Agreement, the Company hires such personnel as is required to conduct Antineoplaston research, and Dr. Burzynski funds the Company’s research expenses, including expenses to conduct the clinical trials. Dr. Burzynski also provides the Company laboratory and research space as needed to conduct the Company’s research activities. The Research Funding Agreement also provides that Dr. Burzynski may fulfill his funding obligations in part by providing the Company such administrative support as is necessary for the Company to manage its business. Dr. Burzynski pays the full amount of the Company’s monthly and annual budget of expenses for the operation of the Company, together with other unanticipated but necessary expenses which the Company incurs. In the event the research results in the approval of any additional patents for the treatment of cancer, Dr. Burzynski shall own all such patents, but shall license to the Company the patents based on the same terms, conditions and limitations as are in the current license between Dr. Burzynski and the Company. Dr. Burzynski has unlimited and free access to all equipment which the Company owns, so long as such use does not conflict with the Company’s use of such equipment, including without limitation, all equipment used in the manufacturing of Antineoplastons used in the clinical trials. The amounts which Dr. Burzynski is obligated to pay under the agreement shall be reduced dollar for dollar by the following: (1) any income which the Company receives for services provided to other companies for research and/or development of other products, less such identifiable marginal or additional expenses necessary to produce such income, or (2) the net proceeds of any stock offering or private placement which the Company receives during the term of the agreement up to a maximum of $1,000,000 in a given Company fiscal year.
     Effective February 28, 2005, the term of the Research Funding Agreement was automatically renewed until February 28, 2006, with an automatic renewal for an additional one-year term, unless one party notifies the other party at least thirty days prior to the expiration of the term of the agreement of its intention not to renew the agreement.
     The Research Funding Agreement automatically terminates in the event that Dr. Burzynski owns less than fifty percent of the outstanding shares of the Company, or is removed as President and/or Chairman of the Board of the Company, unless Dr. Burzynski notifies the Company in writing of his intention to continue the agreement notwithstanding this automatic termination provision.
     On November 26, 2005 the Company sold to Dr. Burzynski production equipment and leasehold improvements appraised by an independent appaiser for $95,000. The sale was made to Dr. Burzynski on an open

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account receivable. Dr. Burzynski paid $15,000 on the open receivable by November 30, 2005 and intends to pay off the balance of the receivable in the last quarter of the fiscal year.
     The Company estimates that it will spend approximately $1,200,000 during the final quarter of the fiscal year ending February 28, 2006. The Company estimates that ninety-five percent (95%) of this amount will be spent on research and development and the continuance of FDA-approved clinical trials. While the Company anticipates that Dr. Burzynski will continue to fund the Company’s research and FDA-related costs, there is no assurance that Dr. Burzynski will be able to continue to fund the Company’s operations pursuant to the Research Funding Agreement or otherwise. The Company believes Dr. Burzynski will be financially able to fund the Company’s operations at least through the fiscal year ending February 28, 2006. In addition, Dr. Burzynski’s medical practice has successfully funded the Company’s research activities over the last 20 years and, in 1997, his medical practice was expanded to include traditional cancer treatment options such as chemotherapy, immunotherapy and hormonal therapy in response to FDA requirements that cancer patients utilize more traditional cancer treatment options in order to be eligible to participate in the Company’s Antineoplaston clinical trials. As a result of the expansion of Dr. Burzynski’s medical practice, the financial condition of the medical practice has improved Dr. Burzynski’s ability to fund the Company’s operations.
     The Company may be required to seek additional capital through equity or debt financing or the sale of assets until the Company’s operating revenues are sufficient to cover operating costs and provide positive cash flow; however, there can be no assurance that the Company will be able to raise such additional capital on acceptable terms to the Company. In addition, there can be no assurance that the Company will ever achieve positive operating cash flow.
Forward-Looking Statements
     Certain matters discussed in this quarterly report, except for historical information contained herein, may constitute “forward-looking statements” that are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions. These statements encompass information that does not directly relate to any historical or current fact and often may be identified with words such as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects” and other similar expressions. Management’s expectations and assumptions regarding Company operations and other future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements.
Item 3. Controls and Procedures
     Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Company’s principal executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in periodic filings with the Securities and Exchange Commission. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of evaluation above.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
     The Company’s activities are subject to regulation by various governmental agencies, including the FDA, which regularly monitor the Company’s operations and often impose requirements on the conduct of its clinical trials and other aspects of the Company’s business operations. The Company’s policy is to comply with all such regulatory requirements. From time to time, the Company is also subject to potential claims by patients and other

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potential claimants commonly arising out of the operation of a medical practice. The Company seeks to minimize its exposure to claims of this type wherever possible.
     Currently, the Company is not a party to any material pending legal proceedings. Moreover, the Company is not aware of any such legal proceedings that are contemplated by governmental authorities with respect to the Company or any of its properties.
Item 6. Exhibits
     
3.1
  Certificate of Incorporation of the Company, as amended (incorporated by reference from Exhibits 3(i) — (iii) to Form 10-SB filed with the Securities and Exchange Commission on November 25, 1997 (File No. 000-23425)).
 
   
3.2
  Amended Bylaws of the Company (incorporated by reference from Exhibit 3(iv) to Form 10-SB filed with the Securities and Exchange Commission on November 25, 1997 (File No. 000-23425)).
 
   
31.1
  Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended, filed herewith.
 
   
31.2
  Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended, filed herewith.
 
   
32.1
  Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

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SIGNATURES
     In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  BURZYNSKI RESEARCH INSTITUTE, INC.
 
 
  By:   /s/ Dudley R. Anderson    
    Dudley R. Anderson   
    Chief Financial Officer   
Date: January 17, 2006

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Table of Contents

EXHIBIT INDEX
     
Exhibit   Description of Exhibit
3.1
  Certificate of Incorporation of the Company, as amended (incorporated by reference from Exhibits 3(i) - (iii) to Form 10-SB filed with the Securities and Exchange Commission on November 25, 1997 (File No. 000-23425)).
 
   
3.2
  Amended Bylaws of the Company (incorporated by reference from Exhibit 3(iv) to Form 10-SB filed with the Securities and Exchange Commission on November 25, 1997 (File No. 000-23425)).
 
   
31.1
  Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended, filed herewith.
 
   
31.2
  Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended, filed herewith.
 
   
32.1
  Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
   
32.2
  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

EXHIBIT 31.1
CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITIES EXCHANGE ACT OF 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
     I, Stanislaw R. Burzynski, certify that:
     1. I have reviewed this quarterly report on Form 10-QSB of Burzynski Research Institute, Inc. (“BRI”);
     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 BRI as of, and for, the periods presented in this quarterly report;
     4. BRI’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for BRI and have:
          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to BRI is made known to us by others within those entities, particularly during the period in which this report is being prepared;
          (b) Evaluated the effectiveness of BRI’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
          (c) Disclosed in this quarterly report any change in BRI’s internal control over financial reporting that occurred during BRI’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, BRI’s internal control over financial reporting; and
     5. BRI’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to BRI’s auditors and the audit committee of BRI’s board of directors (or persons performing the equivalent functions of an audit committee):
          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BRI’s ability to record, process, summarize and report financial information; and
          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in BRI’s internal control over financial reporting.
     
Date: January 17, 2006
  /s/ Stanislaw R. Burzynski 
 
 
  Stanislaw R. Burzynski
 
  Chairman, President, and Secretary
 
  (Principal Executive Officer)

 

 

EXHIBIT 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14
OF THE SECURITIES EXCHANGE ACT OF 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)
     I, Dudley R. Anderson, certify that:
     1. I have reviewed this quarterly report on Form 10-QSB of Burzynski Research Institute, Inc. (“BRI”);
     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 BRI as of, and for, the periods presented in this quarterly report;
     4. BRI’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for BRI and have:
          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to BRI is made known to us by others within those entities, particularly during the period in which this report is being prepared;
          (b) Evaluated the effectiveness of BRI’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
          (c) Disclosed in this quarterly report any change in BRI’s internal control over financial reporting that occurred during BRI’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, BRI’s internal control over financial reporting; and
     5. BRI’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to BRI’s auditors and the audit committee of BRI’s board of directors (or persons performing the equivalent functions of an audit committee):
          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BRI’s ability to record, process, summarize and report financial information; and
          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in BRI’s internal control over financial reporting.
     
Date: January 17, 2006
  /s/ Dudley R. Anderson 
 
 
  Dudley R. Anderson
 
  Chief Financial Officer

 

 

EXHIBIT 32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. § 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
     In connection with the Quarterly Report of Burzynski Research Institute, Inc. (the “Company”) on Form 10-QSB for the period ending November 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     A signed original of this written statement required by Section 906 has been provided to Burzynski Research Institute, Inc. and will be retained by Burzynski Research Institute, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Date: January 17, 2006
     
 
  /s/ Stanislaw R. Burzynski
 
Stanislaw R. Burzynski
 
  Chairman, President, and Secretary
 
  (Principal Executive Officer)

 

 

EXHIBIT 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
     In connection with the Quarterly Report of Burzynski Research Institute, Inc. (the “Company”) on Form 10-QSB for the period ending November 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
     A signed original of this written statement required by Section 906 has been provided to Burzynski Research Institute, Inc. and will be retained by Burzynski Research Institute, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Date: January 17, 2006
     
 
  /s/ Dudley R. Anderson
 
Dudley R. Anderson
 
  Chief Financial Officer